Agenda packet — Bell Gardens City Council, February 27, 2023 (part 2 of 6)

207
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Table of Contents
Revision History 1

1.0 SCOPE 3

2.0 APPLICABLE LAWS and INDUSTRY STANDARDS 3

2.1 LAWS and REGULATIONS 3

2.2 INDUSTRY STANDARDS 3

3.0 TECHNICAL REQUIREMENTS 3

3.1 GENERAL REQUIREMENTS 4

3.2 ENGINE 4

3.3 ENGINE OIL COOLER 4

3.4 FUEL SUPPLY SYSTEM 4

3.5 FUEL TANK 4

3.6 COOLING SYSTEM 4

3.7 ELECTRICAL SYSTEM 5

3.8 TRANSMISSION 5

3.9 BRAKES 5

3.10 WHEELS AND TIRES 5

3.11 SUSPENSION 6

3.12 DIFFERENTIAL 6

3.13 RADIO SUPPRESSION 6

3.14 BODY 7

3.15 EXTERIOR COLOR 7

3.16 INTERIOR/SEAT UPHOLSTERY 7

3.17 SPEEDOMETER 7

3.18 PAYLOAD 7

3.19 RADIO 8

3.20 SPOTLIGHTS 8

3.21 HOOD -LATCH RELEASE 8

3.22 FLOOR COVERING 8

3.23 INTERIOR AREA 8

3.24 CONTROLLER AREA NETWORK (CAN) SYSTEM 8

3.25 MISCELLANEOUS EQUIPMENT 8

3.26 PERFORMANCE REQUIREMENTS: See Exhibit 1 for testing methodology...10 Lai, Y
Exhibit 2

Page 2 of 11 ends

208
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1

1.0 SCOPE
This specification describes the State of California minimum requirements for an all or rear wheel drive midsize utility vehicle (UV) to be used in high-speed highway traffic and general law enforcement work. The vehicle will at times be operated at speeds in excess of 100 miles per hour for both short and long durations. It will be driven on all types of roads, and road surfaces and at altitudes ranging from approximately 200 feet below sea level to 10,000 feet above sea level. Ambient temperatures to which the vehicle will be exposed will range from approximately 0°F to 120°F.

The manufacturer shall use components, materials and design practices that are the best available in the industry for the type of operational conditions to which the vehicles will be subjected. Engine, transmission, driveline, differential, brake, suspension, wheel, tire and other component parts of the vehicle shall be selected to give maximum performance, service life, as well as safety and not merely meet the minimum requirements of this specification. Where necessary, the component parts shall exceed the usual quantity, quality, or capacity generally supplied with standard production vehicles in order to withstand the unusual strain, exposure, temperature, wear and use required for a police application.

2.0 APPLICABLE LAWS and INDUSTRY STANDARDS
Specifications, standards and codes referenced in this document in effect on the opening of the `Invitation for Bid', form a part of this specification.

2.1 LAWS and REGULATIONS

2.1.1 Applicable California Vehicle Code (CVC).

2.1.2 Code of Federal Regulations, Title 49, "Federal Motor Vehicle Safety Standard" (FMVSS)

2.1.3 California Code of Regulations, Title 13, "Motor Vehicles" rules and regulations (except emissions regulations)

2.1.4 Federal and State rules, regulations, and safety standards applicable to the vehicle type in effect on the date of the opening of the invitation for bid.

2.1.5 Vehicles shall meet 50 State emissions requirements that allow the resale of these vehicles to the general public as originally equipped upon emergency vehicle "service life" completion

2.2 INDUSTRY STANDARDS

2.2.1 Society of Automotive Engineers (SAE) J 1100, "Motor Vehicle Dimensions" and other applicable SAE standards.

3.0 TECHNICAL REQUIREMENTS
All vehicles offered in compliance with these specifications shall be the manufacturer's "Police Pursuit" rated midsize UV model and shall be suitable for high-speed pursuit and emergency driving. All vehicles shall meet the following minimum specifications:

Lai, Y
Exhibit 2

Page 3 of 11 ends

209
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1

3.1 GENERAL REQUIREMENTS

3.1.1 Each vehicle shall be new (unused), current model year production. Each vehicle shall be supplied with all equipment and accessories indicated as standard equipment in the manufacturer's published literature unless specifically deleted as stated in this specification. Optional equipment necessary to meet the requirements of this specification shall also be installed.

3.2 ENGINE

3.2A The engine shall be a manufacturer's "Police Package" configuration and shall have a displacement, to be determined by the manufacturer, sufficient so that all performance requirements described in Section 1.0, Scope and Section 3.25, Performance Requirements are achieved.

3.2.2 The engine shall be designed to operate knock free at all engine and vehicle speeds on unleaded fuel with a minimum octane rating of 87 [(RM +MM)=2].

3.3 ENGINE OIL COOLER

3.3.1 An auxiliary engine oil cooler shall be installed if required to maintain oil operating temperatures ≤ 300°F, under operating conditions described in the Section 1.0 of this specification.

3.4 FUEL SUPPLY SYSTEM

3.4A The fuel supply system shall be of such a design to eliminate vapor lock when the engine is operating in high ambient temperatures or during periods of extended idling.

3.5 FUEL TANK

3.5.1 The fuel tank furnished shall be the largest capacity available.

3.6 COOLING SYSTEM

3.6A The cooling system shall be liquid pressurized, forced circulation type. The manufacturer shall provide the heaviest duty cooling system components and recovery system applicable to the model offered. The cooling system design and capacity shall maintain the engine at optimum temperature, under all operating conditions specified, without any loss of coolant or overheating of engine or components. The cooling system shall be free of contaminants that may affect cooling system component longevity and performance. Optimum engine temperature shall be maintained with the vehicle loaded to the vehicle manufacturer's published maximum gross vehicle weight rating (GVWR) and continually operated in all operating environments described within the scope of this specification.

Lai, Y
Exhibit 2

Page 4 of 11 ends

210
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1

3.7 ELECTRICAL SYSTEM

3.7.1 The electrical system shall be 12 -volt negative ground. All wiring shall include weather-proof connectors.

3.7.2 The vehicle battery shall be the optional heaviest duty type available, compatible with the vehicle charging system and intended for police service. The vehicle battery shall have a minimum of 700 cold cranking amps, with a manufacturing date not exceeding six (6) months prior to vehicle delivery. Vehicles will not be accepted with batteries exhibiting less than 90 percent of full charge at time of delivery.

3.7.3 The generator/alternator shall be the highest capacity optional generator/alternator listed in the manufacturer's current police package brochure applicable to the vehicle bid. It shall have a minimum 200 -amp output.

3.8 TRANSMISSION

3.8A The transmission shall be fully automatic transmission equipped with auxiliary transmission fluid coolers, if necessary, to maintain oil operating temperatures not to exceed 275°F, maximum. Console or floor mounted shifters are acceptable but must be capable of allowing the installation of California Highway Patrol (CHP) radio and equipment.

3.9 BRAKES

3.9.1 The brakes shall be power assisted and feature an anti -lock brake system (ABS). All four wheels shall be equipped with disc brakes. Friction material shall be designed for police applications.

3.10 WHEELS AND TIRES

3.10.1 Each vehicle shall be supplied with five (5) matching wheels and tires. One (1) of the five (5) shall be a matching full-size wheel and spare tire. A space saver type spare tire is not acceptable. The wheels shall have a safety ridge rolled into the rim or otherwise designed to prevent the tire from separating from the wheel in the event of a flat. Wheels shall be steel construction, designed for police applications. Lug nuts shall be covered with a center cap. Manufacturer's standard Tire Pressure Monitoring System shall be supplied. If a tire pressure activation tool is needed to reset the light on the tire pressure monitoring system, one tool shall be provided for each vehicle as part of this requirement.

3.10.2 The vehicle manufacturer shall test and certify tires as acceptable for original equipment and replacement installation on the police package vehicle specified in this invitation for bid.

3.10.3 Any wheel weights used shall be "non -lead" type.

Lai, Y
Exhibit 2

Page 5 of 11 ends

211
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1

3.11 SUSPENSION

3.11.1 The front and rear suspension including shock absorbers shall be designed for police work. Front and rear stabilizer bars are required.

3.12 DIFFERENTIAL

3.12.1 The differential shall be the conventional type, ring and pinion gears, with a ratio designed to give the best overall performance for the transmission and tire size installed on the vehicle. The gear ratio shall be the same on all vehicles.
3A3 RADIO SUPPRESSION

3.13.1 The vehicle shall not cause the radio system to be affected by any electromagnetic interference (EMI) or radio frequency interference (RFI) including but not limited to the following radio frequencies currently in use by CHP vehicles:
a) Low Band: 39 - 46 MHz Transmit and Receive.
b) Repeaters: 153 -155 MHz Transmit and Receive.
c) Radio, UHF 440 - 490 MHz Transmit and Receive.
d) Allied Radio 806 - 870 MHz Transmit and Receive.
e) Allied Radio 581 - 866 MHz Transmit and Receive.
f) Allied Radio 159 - 173 MHz Transmit and Receive.
g) Allied Radio 150 - 174 MHz Transmit and Receive.
h) Radio / Repeater 764 - 806 MHz Transmit and Receive. i) Canines 26 - 28 MHz Receive.
j) Canines 303.9 MHz Receive.
k) Computers: 896-901 MHz Transmit, 935-940 MHz Receive.

I) Canines: 303.875 MHz Receive.

3.13.2 The vehicle should not cause the radio system more than one (1) dB of radio degradation at the antenna whether it be radiated or conducted radio frequency interference (RFI), or electromagnetic interference (EMI). If the vehicle causes the radio system any two or all three types of interference, the total combined allowable receiver degradation is 1 dB at all CHP frequencies. See Exhibit 2 for radio degradation testing details.

Lai, Y
Exhibit 2

Page 6 of 11 ends

212
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
3A4 BODY

3.14.1 The body shall be a four door, midsize SUV with center post. Protective side molding shall not be installed on the vehicle. This is to permit installation of an Agency insignia (33" long by 20" high) without trim interference.

3.14.2 The wheel wells shall be constructed so that OEM approved tire chains or cables may be installed in a conventional manner, without clearance problems and without causing body or structural damage to the vehicle. 3A5 EXTERIOR COLOR

3.15.1 The body shall be painted manufacturer's gloss black. The roof panel and lower portion of both front doors below the window belt line shall be painted manufacturer's gloss bright white. After -factory applied paint to accomplish the white portion of the two-tone paint scheme is acceptable if factory applied black and white two-tone paint configuration is unavailable from the manufacturer.

3.16 INTERIOR/SEAT UPHOLSTERY

3.16A Front seats shall be bucket type accommodating the installation of a center console by the end user. A 60/40 split bench/bucket type seat is not acceptable. The driver's seat shall be power adjustable and shall be designed for maximum comfort, support and durability. The front and rear seats shall be the manufacturer's standard cloth upholstery (A vinyl rear set is acceptable provided the manufacturer warranties the vinyl seat material against sun and heat damage for not less than three (3) years).
3A7 SPEEDOMETER

3.17.1 The vehicle described in this specification will be used in law enforcement and speedometer accuracy is essential. The speedometer shall be calibrated and be accurate within two (2) miles per hour at speeds from 15 to 100 miles per hour of the true vehicle speed, within the environmental operating conditions specified in Section 1.0 Scope. A digital only speedometer is preferred and shall be installed if offered. If equipped with an analog speedometer, the dial face shall be marked up to a minimum of 140 miles per hour and the face markings shall be in increments no greater than two (2) miles per hour. The design of the speedometer, whether analog or digital, shall be such to ensure accuracy throughout the life of the vehicle. A letter of certification of accuracy shall be provided with each unit and shall be applicable to both digital and analog displays. The bidder shall specify the size of tires for which the speedometer is certified. 3A8 PAYLOAD
Lai, Y
Exhibit 2

Page 7 ends

213
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1

3.18.1 The vehicle shall have a minimum payload of 1500 Ibs when configured in the standard Police Pursuit rated version.
3A9 RADIO

3.19.1 Vehicle shall be factory equipped with the factory base radio and at least two (2) front mounted radio speakers and two (2) rear mounted radio speakers.

3.20 SPOTLIGHTS

3.20.1 Factory installed A -Pillar incandescent spotlights with 2 wire handles, one spotlight on each A -Pillar. Shall be a glass sealed beam incandescent bulb H-7635. The two wire handles shall have one black and one red color wire each 48 inches in length and non -terminated. If factory is unable to install the spotlights, factory shall prepare the vehicle structure ready for spotlight installation (i.e. manufacturer shall at a minimum install spotlight brackets and drill A -pillar through -holes) and send the spotlight assemblies to CHP for installation.

3.21 HOOD -LATCH RELEASE

3.21.1 The hood latch release shall be mounted inside the front passenger compartment so that the hood cannot be readily opened from outside the vehicle. The release shall be readily accessible to the seated driver.

3.22 FLOOR COVERING

3.22.1 The floor covering of the front and rear floor shall be standard rubber, vinyl or carpet. The color shall be keyed to the upholstery color. OEM floor mats shall be included for carpeted vehicles.

3.23 INTERIOR AREA

3.23.1 The Vehicle shall be equipped with 1st and 2nd row seats only and shall have a seating capacity of minimum 5.

3.24 CONTROLLER AREA NETWORK (CAN) SYSTEM

3.24.1 At a minimum, the vehicle shall make available in usable format the following vehicle signals via the vehicle's CAN for use by the CHP's emergency vehicle equipment (Whelen CenCom Core ® or similar): engine running, vehicle speed, brake -service (indicator of brake pedal being applied), doors (open/closed state of all doors and hatch), turn signal (right, left), transmission selector position (park, reverse, neutral, drive), and key position (off, accessory, run, crank).

3.25 MISCELLANEOUS EQUIPMENT
Lai, Y
Exhibit 2

Page 8 of 11 ends

214
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1

3.25.1 The vehicle shall be equipped with the following miscellaneous equipment:
a) Backup camera with display.
b) Reverse sensing.
c) Heated driver and passenger mirrors.
d) Tilt steering wheel.
e) Fresh air type heater and defroster. Refrigeration air conditioning of a size and type recommended and installed by the manufacturer of the vehicle.
f) Intermittent windshield wiper system.
g) Fuel level and water temperature indicator gauges.
h) 12 -volt DC power outlet in front compartment.
i) Ballistic Door Panels (left front and right front doors), threat level 3+ or better. (Door Panels shall meet and pass National Institute of Justice Certification level III plus test standards.

Testing certification shall be provided upon request).
j) Cruise control.
k) Dual electric horns or dual note horn.

I) Headlight wigwag capability.
m) Map/dome/courtesy light(s) which provide the following functions:
• When vehicle front doors are opened, none of the interior map/dome/courtesy light(s) shall illuminate automatically. • At least one map/dome/courtesy light (at both front and second row) that shall be manually operated to illuminate the seating areas.
n) Quick release style driver's side inside door handle to allow the driver's door to be unlocked by pulling on the inside handle. o) Driver and front passenger front impact air bag.
p) Driver and front passenger side impact air bag.

Lai, Y
Exhibit 2

Page 9 of 11 ends

215
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
q)
All four (4) doors shall contain power locking and unlocking mechanisms controlled by switches located on the driver's side door control panel.

All four windows shall be power actuated and controlled from the driver's side door control panel with a lockout feature to prevent other windows from being operated when locked out by the driver. s) Rear window defogger/defroster on a separate switch. t) The vehicle shall use the same single key or fob for ignition, door, rear, and glove box (if vehicle includes). A set of four (4) total keys or fobs shall be supplied for each vehicle. Each vehicle shall be keyed individually.
u) Arm rests on each of the four (4) doors (arm rests in rear passenger compartment may be mounted on other than the door if vehicle is so designed).
v) Left and right remote control outside mirrors. Similar in appearance and mounted on left and right front doors. Both mirrors shall be controllable from the driver's seat.
w) Windshield and all windows shall feature tinted glass. x) Light in rear cargo area with rear cargo door actuated switch. y) Standard tool kit including wheel changing tools and jack adequate to safely lift the vehicle.

3.26 PERFORMANCE REQUIREMENTS: See Exhibit 1 for testing methodology

3.26.1 All vehicles shall meet the following Top Speed and Acceleration requirements:
a) 0 to 60 miles per hour in 9.0 seconds or less.
b) 0 to 100 miles per hour in 23.0 seconds or less.
c) 50 to 100 miles per hour in 18.0 seconds or less.
d) Attain a top speed of not less than 130 miles per hour within a distance of two (2) miles.
e) 0 to 60 miles per hour in 11.0 seconds or less at approximately 5,500-6,000 feet of elevation.

3.26.2 All vehicles shall be tested for the following Vehicle Dynamics:

Lai, Y
Exhibit 2

Page 10 of 11 ends

216
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
a) Steering — Response, Road Feel.
b) Suspension — Roll Resistance, Front-end Dive, Rear -end Squat. c) Handling — High-speed Curves, Medium -speed Curves, Tight Cornering, Predictability.

3.26.3 All vehicles shall meet the following Braking requirements/tests:
a) ABS Braking:
• Full ABS stop from 90 MPH. Stopping distance shall not to exceed 325 feet.
• Vehicle stops in a straight line, within its own lane and without evidence of brake fade or excessive pedal travel.
b) Pursuit Course Testing:
• No evidence of excessive brake pedal travel or brake fade. • Braking system provided acceptable stopping power.
• No steering pull or wheel lock -up.
• No flame occurring within the test.

Lai, Y
Exhibit 2

Page 11 of 11 ends

217
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Document Summa
Detail Type
Detail
Event ID
0000020265
Commodity

MIDSIZE HYBRID ELECTRIC VEHICLE (HEV) OR PLUG-IN HYBRID

ELECTRIC VEHICLE (PHEV), LAW ENFORCEMENT HIGH SPEED

VEHICLE POLICE PURSUIT
Attachment (Exhibit)
Attachment B2
Group -Class
23-10
Bid Specification
2310-5712
Revision Level
Original
Revision Date
September 30, 2021
Agency Name
Statewide
Revision Histor
Bid
Spec
Rev
Level
Revision
Date
Author
Summary of Changes
2310-5712
Original
Sept 30, 2021
Lai, Y
First Bid Development
Lai, Y
Exhibit 2

Page 1 of 11 ends

218
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Table of Contents
Document Summary 1
Table of Contents 2

1.0 SCOPE 3

2.0 APPLICABLE LAWS and INDUSTRY STANDARDS 3

2.1 LAWS and REGULATIONS 3

2.2 INDUSTRY STANDARDS 3

3.0 TECHNICAL REQUIREMENTS 4

3.1 GENERAL REQUIREMENTS 4

3.2 ENGINE 4

3.3 ENGINE OIL COOLER 4

3.4 FUEL SUPPLY SYSTEM 4

3.5 BATTERY SYSTEM 4

3.6 FUEL TANK 4

3.7 COOLING SYSTEM 5

3.8 ELECTRICAL SYSTEM 5

3.9 TRANSMISSION 5

3.10 BRAKES SYSTEM 5

3.11 WHEELS AND TIRES 5

3.12 SUSPENSION 6

3.13 DRIVE SYSTEM 6

3.14 RADIO SUPPRESSION 6

3.15 BODY 6

3.16 EXTERIOR COLOR 6

3.17 INTERIOR/SEAT UPHOLSTERY 7

3.18 SPEEDOMETER 7

3.19 PAYLOAD 7

3.20 RADIO 7

3.21 SPOTLIGHTS 7

3.22 HOOD -LATCH RELEASE 8

3.23 FLOOR COVERING 8

3.24 INTERIOR AREA 8

3.25 CONTROLLER AREA NETWORK (CAN) SYSTEM 8

3.26 MISCELLANEOUS EQUIPMENT 8

3.27 PERFORMANCE REQUIREMENTS 10
Lai, Y
Exhibit 2

Page 2 of 11 ends

219
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2

1.0 SCOPE
This specification describes the State of California minimum requirements for an all - or rear -wheel drive midsize Hybrid Electric Vehicle (HEV) or Plug-in Hybrid Electric Vehicle (PHEV) to be used in high-speed highway traffic and general law enforcement work. The vehicle will at times be operated at speeds in excess of 100 miles per hour for both short and long durations. It will be driven on all types of roads, and road surfaces and at altitudes ranging from approximately 200 feet below sea level to 10,000 feet above sea level. Ambient temperatures to which the vehicle will be exposed will range from approximately 0°F to 120°F.

2.0 APPLICABLE LAWS and INDUSTRY STANDARDS
Specifications, standards and codes referenced in this document in effect on the opening of the `Invitation for Bid', form a part of this specification.

2.1 LAWS and REGULATIONS

2.1.1 Applicable California Vehicle Code (CVC).

2.1.2 Code of Federal Regulations, Title 49, "Federal Motor Vehicle Safety Standard" (FMVSS)

2.1.3 California Code of Regulations, Title 13, "Motor Vehicles" rules and regulations (except emissions regulations)

2.1.4 Federal and State rules, regulations, and safety standards applicable to the vehicle type in effect on the date of the opening of the invitation for bid.

2.1.5 Vehicles shall meet 50 State emissions requirements that allow the resale of these vehicles to the general public as originally equipped upon emergency vehicle "service life" completion

2.2 INDUSTRY STANDARDS

2.2.1 Society of Automotive Engineers (SAE) J 1100, "Motor Vehicle Dimensions" and other applicable SAE standards.

2.2.2 STATE OF MICHIGAN Department of State Police and Department of Technology, Management and Budget, Police Vehicle Evaluation Program.

Lai, Y
Exhibit 2

Page 3 of 11 ends

220
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2

3.0 TECHNICAL REQUIREMENTS
All vehicles offered in compliance with these specifications shall be the manufacturer's "Police Pursuit" rated midsize HEV or PHEV utility model and shall be suitable for high- speed pursuit and emergency driving. All vehicles shall meet the following minimum specifications:

3.1 GENERAL REQUIREMENTS

3.1A Each vehicle shall be new (unused), current model year production. Each vehicle shall be supplied with all equipment and accessories indicated as standard equipment in the manufacturer's published literature unless specifically deleted as stated in this specification. Optional equipment necessary to meet the requirements of this specification shall also be installed.

3.2 ENGINE

3.2.1 The engine shall be a manufacturer's "Police Package" configuration and shall have a displacement, to be determined by the manufacturer, sufficient so that all performance requirements described in Section 1.0, Scope and Section 3.25, Performance Requirements are achieved.

3.2.2 The engine shall be designed to operate knock free at all engine and vehicle speeds on unleaded fuel with a minimum octane rating of 87 [(RM + MM) - 2].

3.3 ENGINE OIL COOLER

3.3.1 An auxiliary engine oil cooler shall be installed if required to maintain oil operating temperatures ≤ 300°F, under operating conditions described in the Section 1.0 of this specification.

3.4 FUEL SUPPLY SYSTEM

3.4.1 The fuel supply system shall be of such a design to eliminate vapor lock when the engine is operating in high ambient temperatures or during periods of extended idling.

3.5 BATTERY SYSTEM

3.5.1 The battery pack shall be optimized for best performance of the vehicle.

3.5.2 The heating and cooling system shall keep the components operating at optimum temperature under operating conditions specified within the scope of this specification.

3.6 FUEL TANK

3.6.1 The fuel tank furnished shall be the largest capacity available.

Lai, Y
Exhibit 2

Page 4 of 11 ends

221
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2

3.7 COOLING SYSTEM

3.7.1 The cooling system shall be liquid pressurized, forced circulation type. The manufacturer shall provide the heaviest duty cooling system components and recovery system applicable to the model offered. The cooling system design and capacity shall maintain the engine at optimum temperature, under all operating conditions specified, without any loss of coolant or overheating of engine or components. The cooling system shall be free of contaminants that may affect cooling system component longevity and performance. Optimum engine temperature shall be maintained with the vehicle loaded to the vehicle manufacturer's published maximum gross vehicle weight rating (GVWR) and continually operated in all operating environments described within the scope of this specification.

3.8 ELECTRICAL SYSTEM

3.8.1 The electrical system shall be 12 -volt negative ground. All wiring shall include weather-proof connectors.

3.8.2 The vehicle battery shall be the optional heaviest duty type available, compatible with the vehicle charging system and intended for police service. The vehicle battery shall have a minimum of 800 cold cranking amps, with a manufacturing date not exceeding six (6) months prior to vehicle delivery. Vehicles will not be accepted with batteries exhibiting less than 90 percent of full charge at time of delivery.

3.8.3 The generator/alternator shall be the highest capacity optional generator/alternator listed in the manufacturer's current police package brochure applicable to the vehicle bid. It shall have a minimum 200 -amp output.

3.9 TRANSMISSION

3.9A The transmission shall be fully automatic transmission equipped with auxiliary transmission fluid coolers, if necessary, to maintain oil operating temperatures not to exceed 275°F, maximum. Console or floor mounted shifters are acceptable but must be capable of allowing the installation of radio and equipment.

3.10 BRAKES SYSTEM

3.10.1 The brakes shall be power assisted regenerative braking and feature an anti -lock brake system (ABS). All four wheels shall be equipped with disc brakes. Friction material shall be designed for police applications.

3.11 WHEELS AND TIRES

3.11.1 Each vehicle shall be supplied with five (5) matching wheels and tires. One (1) of the five (5) shall be a matching full-size wheel and spare tire. A space Lai, Y
Exhibit 2

Page 5 of 11 ends

222
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
saver type spare tire is not acceptable. The wheels shall have a safety ridge rolled into the rim or otherwise designed to prevent the tire from separating from the wheel in the event of a flat. Wheels shall be designed for police applications. Lug nuts shall be covered with a center cap.

Manufacturer's standard Tire Pressure Monitoring System shall be supplied. If a tire pressure activation tool is needed to reset the light on the tire pressure monitoring system, one tool shall be provided for each vehicle as part of this requirement.

3.11.2 The vehicle manufacturer shall test and certify tires as acceptable for original equipment and replacement installation on the police package vehicle specified in this invitation for bid.

3.11.3 Any wheel weights used shall be "non -lead" type. 3A2 SUSPENSION

3.12.1 The front and rear suspension including shock absorbers shall be designed for police work. Front and rear stabilizer bars are required.

3.13 DRIVE SYSTEM

3.13.1 The drive system shall be designed to give the best overall performance for the transmission and tire size installed on vehicle.
3A4 RADIO SUPPRESSION

3.14.1 No standardize radio suppression requirements. Successful bidder shall work with the Agencies that have specific radio suppression requirements post award.
3A5 BODY

3.15.1 The body shall be a four door, utility vehicle with center post. Protective side molding shall not be installed on the vehicle. This is to permit installation of an Agency insignia (33" long by 20" high) without trim interference.

3.15.2 The wheel wells shall be constructed so that OEM approved tire chains or cables may be installed in a conventional manner, without clearance problems and without causing body or structural damage to the vehicle. 3A6 EXTERIOR COLOR

3.16.1 The body shall be painted manufacturer's gloss black. The roof panel and lower portion of both front doors below the window belt line shall be painted manufacturer's gloss bright white. After -factory applied paint to accomplish the white portion of the two-tone paint scheme is acceptable if factory Lai, Y
Exhibit 2

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223
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
applied black and white two-tone paint configuration is unavailable from the manufacturer.
3A7 INTERIOR/SEAT UPHOLSTERY

3.17.1 Front seats shall be bucket type accommodating the installation of a center console by the end user. A 60/40 split bench/bucket type seat is not acceptable. The driver's seat shall be power adjustable and shall be designed for maximum comfort, support and durability. The front and rear seats shall be the manufacturer's standard cloth upholstery (A vinyl rear set is acceptable provided the manufacturer warranties the vinyl seat material against sun and heat damage for not less than three (3) years).

3.18 SPEEDOMETER

3.18.1 The vehicle described in this specification will be used in law enforcement and speedometer accuracy is essential. The speedometer shall be calibrated and be accurate within two (2) miles per hour at speeds from 15 to 100 miles per hour of the true vehicle speed, within the environmental operating conditions specified in Section 1.0 Scope. A digital only speedometer is preferred and shall be installed if offered. If equipped with an analog speedometer, the dial face shall be marked up to a minimum of 140 miles per hour and the face markings shall be in increments no greater than two (2) miles per hour. The design of the speedometer, whether analog or digital, shall be such to ensure accuracy throughout the life of the vehicle. A letter of certification of accuracy shall be provided with each unit and shall be applicable to both digital and analog displays. The bidder shall specify the size of tires for which the speedometer is certified.

3.19 PAYLOAD

3.19A The vehicle shall have a minimum payload of 1500 Ibs when configured in the standard Police Pursuit rated version.

3.20 RADIO

3.20.1 Vehicle shall be factory equipped with the factory base radio and radio speaker(s).

3.21 SPOTLIGHTS

3.21.1 Factory installed A -Pillar incandescent spotlights with 2 wire handles, one spotlight on each A -Pillar. Shall be a glass sealed beam incandescent bulb H-7635. The two wire handles shall have one black and one red color wire each 48 inches in length and non -terminated. If factory is unable to install the spotlights, factory shall prepare the vehicle structure ready for spotlight installation (i.e. manufacturer shall at a minimum install spotlight brackets Lai, Y
Exhibit 2

Page 7 ends

224
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
and drill A -pillar through -holes) and send the spotlight assemblies to agency for installation.

3.22 HOOD -LATCH RELEASE

3.22.1 The hood latch release shall be mounted inside the front passenger compartment so that the hood cannot be readily opened from outside the vehicle. The release shall be readily accessible to the seated driver.

3.23 FLOOR COVERING

3.23.1 The floor covering of the front and rear floor shall be standard rubber, vinyl or carpet. The color shall be keyed to the upholstery color. OEM floor mats shall be included for carpeted vehicles.

3.24 INTERIOR AREA

3.24.1 The Vehicle shall be equipped with 1st and 2nd row seats only and shall have a seating capacity of minimum 5.

3.25 CONTROLLER AREA NETWORK (CAN) SYSTEM

3.25.1 At a minimum, the vehicle shall make available in usable format the following vehicle signals via the vehicle's CAN for use by the agency's emergency vehicle equipment (Whelen CenCom Core ® or similar): engine running, vehicle speed, brake -service (indicator of brake pedal being applied), doors (open/closed state of all doors and hatch), turn signal (right, left), transmission selector position (park, reverse, neutral, drive), and key position (off, accessory, run, crank).

3.26 MISCELLANEOUS EQUIPMENT

3.26.1 The vehicle shall be equipped with the following miscellaneous equipment:
a) Backup camera with display.
b) Reverse sensing.
c) Heated driver and passenger mirrors.
d) Tilt steering wheel.
e) Fresh air type heater and defroster. Refrigeration air conditioning of a size and type recommended and installed by the manufacturer of the vehicle.
f) Intermittent windshield wiper system.
g) Fuel level and water temperature indicator gauges.

Lai, Y
Exhibit 2

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225
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
h) 12 -volt DC power outlet in front compartment.
i) Ballistic Door Panels (left front and right front doors), threat level 3+ or better (Door Panels shall meet and pass National Institute of Justice Certification level III plus test standards.

Testing certification shall be provided upon request).
j) Cruise control.
k) Dual electric horns or dual note horn.

Lai, Y
Exhibit 2

Page 9 of 11 ends

226
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
v) Left and right remote control outside mirrors. Similar in appearance and mounted on left and right front doors. Both mirrors shall be controllable from the driver's seat.
w) Windshield and all windows shall feature tinted glass. x) Light in rear cargo area with rear cargo door actuated switch. y) Standard tool kit including wheel changing tools and jack adequate to safely lift the vehicle.

3.27 PERFORMANCE REQUIREMENTS

3.27.1 All vehicles must pass the tests in the latest version of the STATE OF MICHIGAN Department of State Police and Department of Technology, Management and Budget, Police Vehicle Evaluation Program (see Exhibit 3 for testing methodology).

3.27.2 All vehicles shall meet the following Top Speed and Acceleration requirements:
a) 0 to 60 miles per hour in 9.0 seconds or less.
b) 0 to 80 miles per hour in 15.0 seconds or less.
c) 0 to 100 miles per hour in 23.0 seconds or less.
d) Attain a top speed of not less than 130 miles per hour within a distance of two (2) miles.

3.27.3 All vehicles shall be tested for the following Vehicle Dynamics:
a) Steering — Response, Road Feel.
b) Suspension — Roll Resistance, Front-end Dive, Rear -end Squat. c) Handling — High-speed Curves, Medium -speed Curves, Tight Cornering, Predictability.

3.27.4 All vehicles shall meet the following Braking requirements/tests:
a) ABS Braking:
• Full ABS stop from 60 MPH. Stoping distance shall not exceed 140 feet.
• Vehicle stops in a straight line, within its own lane and without evidence of brake fade or excessive pedal travel.

Lai, Y
Exhibit 2

Page 10 of 11 ends

227
Sept. 30, 2021

GENERAL SERVICES
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
b) Pursuit Course Testing:
• No evidence of excessive brake pedal travel or brake fade. • Braking system provided acceptable stopping power.
• No steering pull or wheel lock -up.
• No flame occurring within the test.

Lai, Y
Exhibit 2

Page 11 of 11 ends

228
Sept. 30, 2021

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

AGENDA REPORT
Item 8.

TO:

FROM:

BY:

SUBJECT:

DATE:

Honorable Mayor and City Council Members
Michael B. O'Kelly, City Manager
Captain Paul Camacho

PURCHASE AUTOMATED LICENSE PLATE READER (ALPR) CAMERAS
February 27, 2023
RECOMMENDATION:

It is staff recommendation that the City Council:

1. Adopt the attached resolution approving a Lease Agreement for Flock Safety, Inc. systems Cooperative Agreement between Insight Public Sector and OMNIA; and

2. Authorize the City Manager to execute a Lease Agreement for Flock Safety, Inc. systems Cooperative Agreement between Insight Public Sector and OMNI A for ALPR cameras for 3 years with 2 1 -year extensions in the amount of $65,550 for the first year $57,500 for each year thereafter. through the
through the
the option of
BACKGROUND/DISCUSSION:

Auto theft is a fast-growing Part I crime in Los Angeles County. The Taskforce for Regional Auto theft Prevention (TRAP) estimates that 1 billion dollars worth of vehicles are stolen each year in Los Angeles County.

Auto theft not only deprives owners of the use of their vehicles but also provides criminals with a means to commit more crimes in a vehicle not belonging to them. For this reason, gang -related crimes are often committed with the use of stolen automobiles. Focusing proactive enforcement efforts on auto -theft often uncovers other criminal activity and prevents other serious crimes.

Automated License Plate Reader (ALPR) technology has been used by police agencies to locate stolen vehicles and solve other crimes where an automobile has been used. ALPR technology has continued to evolve and become less cost -prohibitive. Traditional ALPR systems included expensive fixed camera locations or mobile devices mounted in patrol cars. Bell Gardens Police Department has deployed mobile ALPRs in the past; however, these devices have reached their end of life and are no longer in service.

The Flock Safety ALPR System is a deployment of cameras throughout an area to provide greater coverage and more detailed information for law enforcement. The Flock lease proposed here would include 23 cameras which would cover all ingress and egress points throughout the city. Flock's cameras capture date, time, location, license plate (state, partial, paper, and no plate), vehicle details (type and color), as well as objects (bicycle, animals, and people).

Flock Safety presented staff with a desirable approach to deploying ALPR cameras throughout the community.

Unlike other fixed or mobile ALPR devices, the Flock system provides the ability to cover more area of the City with system maintenance provided by the vendor rather than City staff. The Flock program is an all-inclusive model for 229

deploying the APLR cameras. Flock Safety is the sole manufacturer and developer of the Flock Safety Camera.

There are several other differences between Flock and other ALPR companies. Most notably they are the only manufacturer and service provider that leases ALPR services. Others require the city to purchase equipment.

The key benefits of Flock are that they charge an annual flat rate lease per camera of $2,500, which is wireless, free of infrastructure setup, and has the option for solar or direct power. They also include a two-year warranty, Criminal Justice Information Services (CJ I S) compliant cloud -based hosting, unlimited user licenses, ongoing software enhancements, camera setup, mounting, shipping, handling, and cellular connection. The Flock lease program prevents the City from being burdened with maintaining costly equipment at the end of the agreement, which could require replacement. Other local communities including Azusa, San Dimas, San Marino, Ontario, and Redlands have chosen the Flock system.

Another consideration worth noting is that Flock originally started as a private company for homeowner associations to monitor activity in their neighborhoods. In keeping with this tradition, Flock cameras are available for purchase by homeowner associations, neighborhood watch groups, schools and private businesses who can opt to share their camera(s) information with local law enforcement. What that means for the City is that community organizations and businesses can contract with Flock to install cameras on private property and send information to our database for alerts, thus increasing ALPR coverage with no added costs to the City. The cost for private entities is $3000 per camera, per year.

Section 3.04.100(E) (Exceptions) of Chapter 3.04 (Purchasing System) of the Bell Gardens Municipal Code, the City's purchasing policy may be dispensed with when supplies, services or materials can be produced from a supplier who offers the same or better prices, terms and/or conditions as the supplier previously offered as the lowest responsible bidder under competitive procurement conducted by another city or public agency.

OMNIA Partners, Public Sector, is the nation's largest and most experienced cooperative purchasing organization dedicated to public sector procurement. Through the economies of scale created by OMNIA Partners, participants now have access to an extensive portfolio of competitively solicited and publicly awarded agreements. The lead agency contracting process continues to be the foundation on which the organization is founded.

On August 12, 2015, OMNIA (formerly known as U.S. Communities) issued RFP #2000001701 on behalf of Fairfax County for Technology Products, Services, Solutions, and Related Products and Services on behalf of itself and other government agencies to be made available through the U.S. communities through a government purchasing alliance. Insight Public Sector, Inc. submitted a proposal which listed its several sub -vendors, including, Flock Group Inc. On May 1, 2016, OMNIA and Insight Public Sector, Inc. entered into contract No. 4400006644 which was later amended on October 19, 2017 (Amendment No. 1), February 5, 2018 (Amendment No. 2), July 23, 2018 (Amendment No. 3), September 14, 2019 (Amendment No. 4), January 15, 2021 (Amendment No. 5), March 24, 2022 (Amendment No. 6), and most recently on January 23, 2023 (Amendment No. 7).

CONCLUSION:

Staff therefore recommends purchasing the ALPR from Flock Safety Group, Inc. using the OMNIA competitive bidding process given that OMNIA has already completed a competitive bidding process.

FISCAL IMPACT:

The total cost is $65,550 for the first per year and $57,500 for the remaining life of the agreement, which is 4 years.

The funding request is included in the mid -year budget for FY2022-23. The City Council desires to enter into a lease agreement with for Flock Safety, Inc. systems through the Cooperative Agreement between Insight Public Sector and OMNIA for three (3) years in the amount of $180,500 with the option of two 1 -year extensions in the amount of $57,550 for each extension year thereafter for a total amount of $115,000. 230

ATTACHMENTS:

Exhibit 1 - Resolution 2023-12
Exhibit 2 - Agreement with Insight
Exhibit 3 - Cooperative Agreement between OMNIA and Insight APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services

RESOLUTION NO. 2023-12

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A LEASE AGREEMENT FOR
FLOCK SAFETY, INC. SYSTEMS THROUGH THE COOPERATIVE

AGREEMENT BETWEEN INSIGHT PUBLIC SECTION AND OMNIA FOR
23 AUTOMATED LICENSE PLATE READERS FOR THE POLICE

DEPARTMENT
WHEREAS, the Bell Gardens Police Department (BGPD) has identified that auto theft is a fast-growing problem in the City of Bell Gardens; and WHEREAS, BGPD believes that using automated license plate reader (ALPR) technology will assist BGPD by being proactive and reducing auto theft crimes in the City of Bell Gardens; and
WHEREAS, using this ALPR technology will provide greater coverage and more detailed information to law enforcement and improve upon the services provided to the Bell Gardens residents; and
WHEREAS, Section 3.04.100(E) (Exceptions) of Chapter 3.04 (Purchasing System) of the Bell Gardens Municipal Code, the City's purchasing policy may be dispensed with when supplies, services or materials can be produced from a supplier who offers the same or better prices, terms and/or conditions as the supplier previously offered as the lowest responsible bidder under competitive procurement conducted by another city or public agency; and
WHEREAS, on August 12, 2015, OMNIA (formerly known as U.S. Communities) issued RFP #2000001701 on behalf of Fairfax County for Technology Products, Services, Solutions, and Related Products and Services on behalf of itself and other government agencies to be made available through the U.S. communities through a government purchasing alliance. Insight Public Sector, Inc. submitted a proposal which listed its several sub -vendors, including, Flock Group Inc. On May 1, 2016, OMNIA and Insight Public Sector, Inc. entered into contract No. 4400006644 which was later amended on October 19, 2017 (Amendment No. 1), February 5, 2018 (Amendment No. 2), July 23, 2018 (Amendment No. 3), September 14, 2019 (Amendment No. 4), January 15, 2021 (Amendment No. 5), March 24, 2022 (Amendment No. 6), and most recently on January 23, 2023 (Amendment No. 7); and
WHEREAS, Staff recommends purchasing the ALPR from Flock Safety Group, Inc. using the OMNIA competitive bidding process given that OMNIA has already completed a competitive bidding process.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

Exhibit 1 232

Resolution No. 2023-12
SECTION 1. The City Council finds that the above recitals are true and correct and incorporated them herein.

SECTION 2. The City Council wishes to avail itself of the City's purchasing policy exception pursuant to Section 3.04.100(E) to enter into a lease agreement for Flock Safety, Inc. systems through the Cooperative Agreement between Insight Public Sector and OMNIA.

SECTION 3. The City Council hereby authorizes a Lease Agreement for Flock Safety, Inc. systems through the Cooperative Agreement between Insight Public Sector and OMNIA.

SECTION 4. The City Council further authorizes the City Manager to execute any and all documents relating to the Lease Agreement that is consistent with this Resolution.

SECTION 5. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon approval.

PASSED, APPROVED and ADOPTED this 27th day of February, 2023.

THE CITY OF BELL GARDENS
Alejandra Cortez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk
Exhibit 1 233

SOLD -TO PARTY 10891344

CITY OF BELL GARDENS
7100 GARFIELD AVE
BELL GARDENS CA 90201-3244

SHIP -TO

CITY OF BELL GARDENS
7100 GARFIELD AVE
BELL GARDENS CA 90201-3244
We deliver according to the following terms:

Payment Terms
Ship Via
Terms of Delivery:

Currency
: Net 30 days
: Insight Assigned Carrier/Ground
: FOB DESTINATION
: USD

INSIGHT PUBLIC SECTOR SLED
2701 E INSIGHT WAY
CHANDLER AZ 85286-1930
Tel: 800-467-4448

Page 1 of 3 ends

Quotation
Quotation Number : 0225981991
Document Date : 19-FEB-2023
PO Number
PO release: : FLOCK
Sales Rep : Christopher Letsinger
Email : [email protected]
Telephone : +14804096848
In order for Insight to accept Purchase Orders against this contract and honor the prices on this quote, your agency must be registered with OMNIA Partners Public Sector (formerly U.S. Communities).

Our sales teams would be happy to assist you with your registration. Please contact them for assistance -- the registration process takes less than five minutes.

In order for Insight to accept Purchase Orders against this contract and honor the prices on this quote, your agency must be registered with OMNIA Partners Public Sector (formerly U.S. Communities).

Our sales teams would be happy to assist you with your registration. Please contact them for assistance -- the registration process takes less than five minutes.

Material Material Description
Quantity Unit Price Extended Price

PARTNER -NOS -PO MANUAL PO - SALES NOTES TO PURCHASING
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Renewal Term 24 months
Solution includes the following:

PS -IMP -STD -MA -COB ONE-TIME PROFESSIONAL SERVICES ENGAGEMEN OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Renewal Term 24 months

FALCON-COBG LAW ENFORCEMENT GRADE INFRASTRUCTURE-FRE
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Year 1 of 3 - Year 1 invoiced upon receipt of client
po (This is a 12 month subscription) Renewal Term 24
months

FALCON-COBG LAW ENFORCEMENT GRADE INFRASTRUCTURE-FRE
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Year 2 of 3 - Second year subscription to start 12
months after year 1 start date Renewal Term 24
months

FALCON-COBG LAW ENFORCEMENT GRADE INFRASTRUCTURE-FRE
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Year 3 of 3 - Third year subscription to start 12
months after year 2 start date Renewal Term 24
months
1 180, 550.00 180, 550.00
23 350.00 8,050.00
23 2,500.00 57,500.00
23 2,500.00 57,500.00
23 2,500.00 57,500.00
Exhibit 2 234

Quotation Number 225981991
Document Date 19-FEB-2023

Page 2 of 3 ends

Product Subtotal
Services Subtotal
TAX
172,500.00
8,050.00

0.00 Total 180,550.00
Thank you for choosing Insight. Please contact us with any questions or for additional information about Insight's complete IT solution offering.

Sincerely,
Christopher Letsinger
+14804096848
[email protected]
Fax 4807608104
OMNIA Partners (formerly U.S. Communities) IT Products, Services and Solutions Contract No. 4400006644 Insight Public Sector (IPS) is proud to be a contract holder for the OMNIA Partners Technology Products, Services & Solutions Contract.

This competitively solicited contract is available to participating agencies of OMNIA Partners. OMNIA Partners assists local and state government agencies, school districts (K-12), higher education, and nonprofits in reducing the cost of purchased goods by pooling the purchasing power of public agencies nationwide. This is an optional use program with no minimum volume requirements and no cost to agencies to participate.

Thanks for choosing Insight!
OMNIA Partners (formerly U.S. Communities) IT Products, Services and Solutions Contract No. 4400006644 Insight Public Sector (IPS) is proud to be a contract holder for the OMNIA Partners Technology Products, Services & Solutions Contract.

Thanks for choosing Insight!
Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial options.

This purchase is subject to Insight's online Terms of Sale unless you have a separate purchase agreement signed by you and Insight, in which case, that separate agreement will govern. Insight's online Terms of Sale can be found at the "terms -and -policies" link below.

SOFTWARE AND CLOUD SERVICES PURCHASES: If your purchase contains any software or cloud computing offerings ("Software and Cloud Offerings"), each offering will be subject to the applicable supplier's end user license and use terms Exhibit 2 235

Quotation Number 225981991
Document Date 19-FEB-2023

Page 3 of 3 ends

("Supplier Terms") made available by the supplier or which can be found at the "terms -and -policies" link below. By ordering, paying for, receiving or using Software and Cloud Offerings, you agree to be bound by and accept the Supplier Terms unless you and the applicable supplier have a separate agreement which governs. https://www.insight.com/terms-and-policies
Exhibit 2 236

FLOCK SAFETY FLOWDOWN GOVERNMENT AGENCY TERMS
This Govemment Agency Agreement (this "Agreement") is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the police department, city, or government agency identified in the signature block below ("Agency") (each a "Party," and together, the "Parties").

RECITALS
WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through Flock's technology platform (the "Flock Service"), and upon detection, the Flock Services are capable of capturing audio, image, and recordings data of suspected vehicles ("Footage") and can provide notifications to Agency upon the instructions of Non -Agency End User (as defined below) ("Notifications"); WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock provided Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, including those from Non -Agency users of the Flock Service (where there is an investigative or bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users; WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and
WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations by police departments, and archiving for evidence gathering ("Purpose").

AGREEMENT
NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into this Agreement.

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1.

1.1 "Agency Data" will mean the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage.

1.2. "Agency Hardware " shall mean the third -party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. The term "Agency Hardware " excludes the Embedded Software

1.3 "Authorized End User(s)" shall mean any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.

Exhibit 2 237

1.4 "Documentation" will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance with the terms of this Agreement.

1.5 "Embedded Software" will mean the software and/or firmware embedded or preinstalled on the Agency Hardware.

1.6 "Flock IP" will mean the Services, the Documentation, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing.

1.7 "Footage" means still images captured by the Agency Hardware in the course of and provided via the Services.

1.8 "Hardware" or "Flock Hardware" shall mean the Flock cameras or device, pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services. The term "Hardware" excludes the Embedded Software.

1.9 "Implementation Fee(s)" means the monetary fees associated with the Installation Services, as defined in Section 1.10 below.

1.10 "Installation Services" means the services provided by Flock including any applicable installation of Embedded Software on Agency Hardware.

1.11 "Non -Agency End User(s)" shall mean any individual, entity, or derivative therefrom, authorized to use the Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar) of this Agreement.

1.12 "Services" or "Flock Services" means the provision, via the Web Interface, of Flock's software application for automatic license plate detection, searching image records, and sharing Footage.

1.13 "Support Services" shall mean Monitoring Services, as defined in Section 2.9 below.

1.14 "Unit(s)" shall mean the Agency Hardware together with the Embedded Software.

1.15 "Usage Fee" means the subscription fees to be paid by the Agency for ongoing access to Services.

Exhibit 2 238

I,16 "Web Interface" means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services in accordance with the terms of this Agreement.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive, non -transferable right to access the features and functions of the Services via the Web Interface during the Service Tenn (as defined in Section 6.1 below), solely for the Authorized End Users. The Footage will be available for Agency 's designated administrator, listed on the quote, and any Authorized End Users to access via the Web Interface for thirty (30) days. Authorized End Users will be required to sign up for an account and select a password and usemame ("User ID"). Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agrecmcnt as applicable to such Authorized End User's use of the Services, and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, including without limitation using a third party to host the Web interface which makes the Services available to Agency and Authorized End Users. Warranties provided by said third party service providers are the agency's sole and exclusive remedy and flock's sole and exclusive liability with regard to such third -party services, including without limitation hosting the web interface. Agency agrees to comply with any acceptable use policies and other terms of any third -party service provider that are provided or otherwise made available to Agency from time to time.

2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non- exclusive, non -transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Hardware or Agency Hardware; in each case, solely as necessary for Agency to use the Services.

2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non- exclusive, non -transferable right and license to use the Documentation during the Service Term to Agency 's in connection with its use of the Services as contemplated herein, and under Section 2.4 below.

Exhibit 2 239

2.4 Usage Restrictions.
a. Flock IP. The purpose for usage of the Unit, Documentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government agency and not for tracking activities that the system is not designed to capture ("Permitted Purpose"). Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Agency acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of thc Services or Flock IP; (vi) use thc Services, support, Unit, Documentation or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Agency's rights under Sections 2A, 2.2, or 2.3. b. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that title to any Flock hardware does not pass to Agency upon execution of this Agreement. Agency is not permitted to remove, reposition, re -install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware.

Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event Agency is found to engage in any of the restricted actions of this Section 2.4(b), all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material breach by Agency.

2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and. Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use thc foregoing for any purpose in Flock's sole discretion. There are no implied rights.

2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency's and any Authorized End User's access to any portion or all of the Flock IP or Flock Hardware if (i) Flock Exhibit 2 240

reasonably determines that (a) there is a threat or attack on any of the Flock IP; (b) Agency 's or any Authorized End User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other Agency or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (e) any vendor of Flock has suspended or terminated Flock's access to or use of any third party services or products required to enable Agency to access the Flock IP; or (f) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2.6, a "Service Suspension"). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Agency (including notices sent to Flock's registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension.

Flock will use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized End User may incur as a result of a Service Suspension. To the extent that the Service Suspension is not caused by Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of any suspension (for any continuous suspension lasting at least one full day) prorated for the proportion of cameras on the Agency 's account that have been impacted.

2.7 Installation Services.

2.7.1 Designated Locations. For installation of Flock Hardware, prior to performing the physical installation of the Units, Flock shall advise Agency on the location and positioning of the Units for optimal license plate image capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and angle of the Units (each Unit location so designated by Agency, a "Designated Location"). Flock shall have final discretion on location of Units. Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency's delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready, if necessary. The deployment plan will confirm the Designated Location. After installation, any subsequent changes to the deployment plan ("Reinstalls") will incur a charge for Flock's then -current list price for Reinstalls, as lasted in the then -current Reinstall Policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment charges. These changes include but are not limited to camera re -positioning, adjusting of camera mounting, re -angling, removing foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, Exhibit 2 241

theft, lack of criminal activity in view, and the like. Flock Safety shall have full discretion on decision to reinstall Flock Hardware.

2.7.2 Agency Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. Although the Units are designed to utilize solar power, certain Designated Locations may require a reliable source of 120V AC power, as described in the deployment plan. In the event adequate solar exposure is not available Agency is solely responsible for providing a reliable source of 120V AC power to the Units, if necessary.

Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process of installation of cameras or AC power; (ii) any federal, state or local taxes including property, license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use (excluding tax exempt entities), or (iii) any other supplementary cost for services performed in connection with installation of the Hardware, including but not limited to contractor licensing, engineered drawings, rental of specialized equipment or vehicles, third -party personnel (i.e. Traffic Control Officers, Electricians, State DOT -approved poles, etc., if necessary), such costs to be approved by the Agency ("Agency Installation Obligations"). In the event that a Designated Location for a Unit requires permits, Flock will provide the Agency with a temporary alternate location for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Units from the temporary alternate location to the permitted location at no additional cost. Flock will provide options to supply power at each Designated Location. If Agency refuses alternative power supply options, Agency agrees and understands that Agency will not be subject to any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar. Flock will make all reasonable efforts within their control to minimize suspension of Flock Services. Any fees payable to Flock exclude the foregoing. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third party requires Flock to pay. Agency represents and warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. Flock is not responsible for installation of Agency Hardware.

2.7.3 Flock's Obligations. Installation of any Flock Hardware shall be installed in a workmanlike manner in accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are confirmed. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work shall cease; however, for the sole purpose of validating installation, Flock will continue to monitor the performance of the Units for the length of the Term and will receive access to the Footage for a period of three (3) business days after the initial Exhibit 2 242

installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. Agency understands and agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third party. Flock is not obligated to install, reinstall, or provide physical maintenance to Agency Hardware.

2.7.4 Security Interest. Flock Hardware shall remain the personal property of Flock and will be removed upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts which would interfere with the retention of title of the Hardware by Flock. Should Agency default on any payment of thc Flock Services, Flock may remove Hardware at Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal remedy or right.

2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless.

2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations ("Monitoring Services"). Subject to the terms hereof, Flock will provide Agency with reasonable technical and on -site support and maintenance services ("On - Site Services") in -person or by email at support@ f1ocksafet_y_coni. Flock will use commercially reasonable efforts to respond to requests for support.

2.10 Special Terms. From time to time, Flock may offer certain "Special Terms" related to guarantees, service and support which are indicated in thc proposal and on the quote and will become part of this Agreement, upon Agency's consent. To the extent that any tenns of this agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

Exhibit 2 243

2.10 Changes to Platform. Flock may, in its sole discretion, make any changes to any system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock's products or services to its Agency s, (b) the competitive strength of, or market for, Flock's products or services, (c) such platform or system's cost efficiency or performance, or (ii) to comply with applicable law.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Agency Obligations. Flock will assist Agency end -users in the creation of a User ID. Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person's name with the intent to impersonate that person.

Agency may not transfer its account to anyone else without prior written permission of Flock. Agency will not share its account or password with anyone, and must protect the security of its account and password. Agency is responsible for any activity associated with its account. Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services.

3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no obligation to monitor Agency 's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. CONFIDENTIALITY; AGENCY DATA

4.1 Confidentiality. To the extent allowable by applicable FOIA and state -specific Public Records Acts, each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non-public data provided by Agency to Flock or collected by Flock via the Unit, including the Footage, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors built into the Units ("Agency Data"). The Receiving Party agrees: (i) to take the same Exhibit 2 244

security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock's use of the Proprietary Information may include processing the Proprietary Information to send Agency alerts, such as when a car exits Agency 's neighborhood, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed withoutuse of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Agency hereby expressly grants Flock a non-exclusive, worldwide, perpetual, royalty -free right and license (during and after the tern hereof) to disclose the Agency Data (inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only. Flock may store deleted Footage in order to comply with certain legal obligations but such retained Footage will not be retrievable without a valid court order.

4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty -free, worldwide license to use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.9 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid license to use, reproduce, modify and distribute the Agency Data as a part of the Aggregated Data (as defined in Section 4.4 below ).As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non -Agency End Users will share all right, title and interest in the Non -Agency End User Data. This Agreement does not by itself make any Non -Agency End User Data the sole property or the Proprietary Information of Agency.

Exhibit 2 245

Flock will automatically delete Footage older than thirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion.

4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect and analyze data that does not refer to or identify Agency or any individuals or de -identifies such data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Agency Data and data derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any personal identifying information. Agency acknowledges that Flock will be compiling anonymized and/or aggregated data based on Agency Data input into the Services (the "Aggregated Data"). Agency hereby grants Flock a non- exclusive, worldwide, perpetual, royalty -free right and license (during and after the Service Tenn hereof) to (i) use and distribute such Aggregated Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data (both inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only. No rights or licenses are granted except as expressly set forth herein. Flock shall not sell Agency Data or Aggregated Data.

5. PAYMENT OF FEES

5.1a Reserved.

5.1b Reserved.

5.2 Reserved.

5.3 Reserved.

Exhibit 2 246

6. TERM AND TERMINATION

6.1 Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be thirty-six (36) months (the "Initial Term"). The Term shall commence upon first installation of Flock Hardware. Following the Initial Term, unless otherwise indicated on the Quote, this Agreement will automatically renew for successive renewal terms of twentyfour (24) months (each, a "Renewal Term", and together with the Initial Term, the "Service Term") unless either parry gives the other parry notice of non -renewal at least thirty (30) days prior to the end of the then -current term.

6.2 Termination for Convenience. At any time during the agreed upon Term, an Agency not fully satisfied with the service may self -elect to terminate this Agreement for convenience. Termination for convenience will result in a one-time fee of $500 per Flock Hardware. Upon termination for convenience, a refund will be provided for Falcon Cameras, prorated for any fees for the remaining Term length set forth previously. Agency will remain liable to pay the full outstanding fees for any Wing product on the effective date of termination of that Quote. Flock will invoice, and Agency will pay, any unbilled fees and any unpaid fees covering the remainder of the term of that Quote had it not been terminated. Termination for convenience of the Agreement by the Agency will be effective immediately.

Flock will provide advanced written notice and remove all Flock Hardware at Flock's own convenience, within a commercially reasonable period of time upon termination.

6.3 Termination. Notwithstanding the termination provisions in Section 2.4(b), in the event of any material breach of this Agreement, the non -breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty (30) day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Upon termination for Flock's material breach, Flock will refund to Agency a pro -rata portion of the pre -paid fees for Services not received due to such termination.

6.5 No -Fee Term. For the Term of this Agreement, Flock will provide Agency with complimentary access to 'hot - list' alerts, which may include 'hot tags', stolen vehicles, Amber Alerts, etc. ('`No -Fee Term"). In the event a Non - Agency End User grants Agency access to Footage and/or Notifications from a Non -Agency End User Unit, Agency will have access to Non -Agency End User Footage and/or Notifications until deletion, subject to the thirty (30) day retention policy. Non -Agency End Users and Flock may, in their sole discretion, leave access open. The No -Fee Exhibit 2 247

Term will survive the Term of this Agreement. Flock, in its sole discretion, can determine not to provide additional No -Fee Terms or can impose a price per No -Fee Term upon thirty (30) days' notice. Agency may terminate any No - Fee Tern or access to future No -Fee Terns upon thirty (30) days' notice.

6.6 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to payment), 5.4, 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.

7. REMEDY; WARRANTY AND DISCLAIMER

7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect"), Agency must notify Flock's technical support as described in Section 2.9 above. If Flock is unable to correct the Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit provided that such inspection and test shall occur within seventy-two (72) hours after Agency notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Unit at no additional cost. In the event that a Unit is lost, stolen, or damaged, Agency may request that Flock replace the Unit at a fee according to the then -current Reinstall Policy ( https://www.flocksafety.com/reinstall-fee-schedule) . Agency shall not be required to replace subsequently lost, damaged or stolen Units, however, Agcncy understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen units and that Flock will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted.

Flock is under no obligation to replace or repair Hardware.

7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency is found to have misused the Flock Hardware, Agency Hardware or Embedded Software in any manner.

7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Upon completion of any installation or repair, Flock shall clean and leave the area in good condition. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third -party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

Exhibit 2 248

7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY 'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. TI1E FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES

IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF THE STATE OF GEORGIA.

7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Flock's business risk. Certificates of Insurance can be provided upon request.

7.6 Force Majeure. Flock is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third -party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Agency or any Authorized End User.

8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY

8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS

SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),

OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE

RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR

TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE

OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR

COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES: (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE

CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC Exhibit 2 249

DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITFI AMOUNTS ASSOCIATED WITI1

ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR

OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10,6, BY THE LAW OF THE STATE OF GEORGIA.

8.2 Additional No -Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY, IF

ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO -FEE TERM AS DESCRIBED IN SECTION 6.5 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No -Fee Term described in Section 6.5 and limit potential liability given the aforementioned complimentary service, which would have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has relied on these limitations in determining whether to provide the complimentary No -Fee Term. The limitations set forth in this Section 8.2 shall not apply to claims or damages resulting from Flock's other obligations under this Agreement.

8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims or actions against Flock's suppliers.

8.4 Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of Section 3.2, a breach of this Agreement, Agency's Installation Obligations, Agency's sharing of any data in connection with the Flock system, Flock employees or agent or Non -Agency End Users, or otherwise from Agency's use of the Services, Flock Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any Exhibit 2 250

applicable law or third party right. Although Flock has no obligation to monitor Agency's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.2 or this Agreement.

9. RECORD RETENTION

9.1 Data Preservation. The Agency agrees to store Agency Data in compliance with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules. As part of Agency's consideration for paid access and no -fee access to the Flock System, to the extent that Flock is required by local, state or federal law to preserve the Agency Data, Flock will notify Agency of the requirement and applicable retention period, and Agency agrees to preserve and securely store this data on Flock's behalf so that should Flock be legally compelled by judicial or government order, Flock may retrieve the data from Agency upon demand.

10. MISCELLANEOUS

10.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

10.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Flock's prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or in part, under this Agreement without consent.

10.3 Entire Agreement. This Agreement, together with the Quote(s), the then -current Reinstall Policy ( https://www.flocksafety.com/reinstall-fee-schedule) , and Deployment Plan(s), are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. None of Agency's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected.

Exhibit 2 251

10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever.

10.5 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is located. The parties hereto agree that venue would be proper in the chosen courts of the State of which the Agency is located. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

10.6 Publicity. Flock shall obtain written consent from the Agency's City Manager prior to using Agency's name, logo and any and all trademarks.

10.7 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services, the Hardware, the Embedded Software and Documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 1.2.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10.8 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated Sections.

10.09 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the organizations and individuals they are representing.

10.10 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e - Exhibit 2 252

mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

By executing this Agreement, Agency represents and warrants that it has read and agrees to all of the terms and conditions contained herein.

FLOCK GROUP, INC. Agency: CA - Bell Gardens PD
By:

Name:

Title:

Date:

By:

Name:

Title:

Date:

Exhibit 2 253

GOVERNMENSF PURCHASING ALLIANCE

COMPETITIVE SOLICITATION

BY FAIRFAX COUNTY
FOR

TECHNOLOGY PRODUCTS, SERVICES, SOLUTIONS, AND RELATED

PRODUCTS AND SERVICES

ON BEHALF OF ITSELF AND OTHER GOVERNMENT AGENCIES
AND MADE AVAILABLE THROUGH THE U.S. COMMUNITIES

GOVERNMENT PURCHASING ALLIANCE
RFP #2000001701
Exhibit 3 254

PRE -PROPOSAL CONFERENCE
RFP2000001701
An optional pre -proposal conference will be held on August 26, 2015 at 10:30 A.M. at the Fairfax County Government Center, 12000 Government Center Parkway, Conference Room 4/5, Fairfax, Virginia 22035. The purpose of this conference is to allow potential offerors an opportunity to present questions and obtain clarification relative to any facet of this solicitation.

While attendance at this conference will not be a prerequisite to submitting a proposal, offerors who intend to submit a proposal are encouraged to attend.

Bring a copy of the solicitation with you. Any changes resulting from this conference will be issued in a written addendum to the solicitation.

All questions pertaining to this RFP should be submitted in writing to the contract specialist, Kristy D. Varda at dpsmtea m1 ,fairfaxcounty.gov or kristy.varda `fairfaxcounty.gov prior to the pre -proposal conference by close of business, August 21, 2015.

Exhibit 3 255

FAIRFAX
COUNTY

DEPARTMENT OF PURCHASING & SUPPLY MANAGEMENT
12000 GOVERNMENT CENTER PARKWAY, SUITE 427
FAIRFAX, VIRGINIA 22035-0013
www.fairfaxcounty.gov/dpsm

VIRGINIA
TELEPHONE: (703) 324-3201 FAX: (703) 324-3228 TTY: 1-800-828-1.140 ISSUE DATE:

August 12, 2015
REQUEST FOR PROPOSAL NUMBER:
2000001701
TITLE: Technology Products Services Solutions
DEPARTMENT:

Purchasing & Supply
Management
DUE DATE/TIME:

September 17, 2015 / 2:00 P.M.

CONTRACT SPECIALIST: Kristy Varda at 703 -324 -
3217; krist .varde fairfaxcount ov
Proposals - In accordance with the following and in compliance with all terms and conditions, unless otherwise noted, the undersigned offers and agrees, if the proposal is accepted, to furnish items or services for which prices are quoted, delivered or furnished to designated points within the time specified. It is understood and agreed that with respect to all terms and conditions accepted by Fairfax County the items or services offered and accompanying attachments shall constitute a contract.

Note: Fairfax County does not discriminate against faith -based organizations in accordance with the Code of Virginia, § 2.2- 4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment in the performance of its procurement activity.

NAME AND ADDRESS OF FIRM:

Telephone/Fax No.:

E -Mail Address:

Federal Employer Identification No or
Federal Social Security No.(Sole
Proprietor)
Prompt Payment Discount: _% for payment within days/net days
State Corporation Commission (SCC)
Identification No.

By signing this proposal, Offeror certifies, acknowledges, understands, and agrees to be bound by the conditions set forth in the General Conditions and Instructions to Bidders as described in Appendix A, the Certification Regarding Ethics in Public Contracting set forth in Appendix B, and by any other relevant certifications set forth in Appendix B.

BUSINESS CLASSIFICATION — Described in Appendix B - CHECK ONE: ❑ LARGE (Y) ❑ SMALL (B) ❑ MINORITY -OWNED SMALL (X) ❑ MINORITY OWNED LARGE (V) ❑ WOMEN -OWNED SMALL (C) ❑ WOMEN OWNED LARGE (A) ❑ NON PROFIT (9)
CHECK ONE: ❑ INDIVIDUAL ❑ PARTNERSHIP ❑ CORPORATION
State in which Incorporated:

Vendor Legally Authorized Signature Date
Print Name and Title
Sealed proposals subject to terms and conditions of this Request for Proposal will be received by the Fairfax County Purchasing Agent at 12000 Government Center Parkway, Suite 427, Fairfax, Virginia 22035-0013 until the date/time specified above.

AN EQUAL OPPORTUNITY PURCHASING ORGANIZATION
(DPSM32) rev 08/2013
Exhibit 3 256

RFP2000001701
Table of Contents
Introduction and Background 1
General Definition of Products and Services 1
U.S. Communities 7
Special Provisions 11
Appendix A (General Conditions and Instructions to Bidders) 28 Appendix B 40
Offeror Data Sheet 40
Virginia State Corporation Commission Registration Information 41 Business, Professional and Occupational License 42
Certification Regarding Debarment or Suspension 43
Certification Regarding Ethics in Public Contracting 44 Business Classification 45
Subcontractor(s) Notification Form 46
Appendix C (References) 47
Appendix D (Supplier Qualifications and Supplier Information) 48 Commitments 48
U.S. Communities Administration Agreement Instructions 52 Supplier Worksheet 53
New Supplier Implementation Checklist 54
Supplier Information 56
Appendix E (Master Intergovernmental Cooperative Purchasing Agreement) 61 Appendix F (Administration Agreement) 63
Appendix G 76
State Notice Addendum 76
FEMA Standard Terms and Conditions Addendum 95
Community Development Block Grant Addendum 97
Attachment 1 (Scenarios) 98
Exhibit 3 257

RFP2000001701

INTRODUCTION AND BACKGROUND

1. MASTER AGREEMENT
Fairfax County (herein "Lead Public Agency") on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein "Participating Public Agencies") is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Technology Products, Services, Solutions and Related Products and Services (herein "Products and Services").

2. OBJECTIVES

2.1. Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies;

2.2. Establish the Master Agreement as a Supplier's primary offering to Participating Public Agencies;

2.3. Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals;

2.4. Combine the volumes of Participating Public Agencies to achieve cost effective pricing;

2.5. Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems;

2.6. Provide Participating Public Agencies with environmentally responsible products and services.

3. GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES

3.1. Offerors are to propose the broadest possible selection of TECHNOLGOY PRODUCTS, SERVICES, SOLUTIONS, AND RELATED PRODUCTS AND SERVCES they offer. The intent of this solicitation is to provide Participating Public Agencies with products and services to meet their various needs. Therefore, the Offerors should have demonstrated experience in providing the Products and Services as defined in this RFP, including but not limited to:

3.1.1. Technology Products: A complete portfolio of technology products such as desktops, laptops, tablets, PDA's, servers, storage, ruggedized devices, thin clients, printers, monitors, multifunction printers, scanners, plotters, projectors, video conferencing, teleconferencing, analog phones, VotP phones, conference phones, audiovisual equipment such as computer - video interfaces, switchers, matrix switchers, distribution amplifiers, video scalers, scan converters, processing devices Ethernet control interfaces and high resolution cables, instructional equipment, security equipment, cabling, modems, wired and wireless networking, networking to support server, storage and client applications such as routers and switches, software, computer accessories, computer components, power protection, data protection, video cameras, virtualization products, systems and network management tools, database products, data center facilities (racks, fire suppression, electrical, HVAC, generator, physical access controls) as well as any other technology products available from Offeror.

3.1.2. Technology Services and Solutions: A complete portfolio of technology services and solutions such as systems configuration, testing, software copying, hardware and software installation, upgrades and/or maintenance, system integration, network integration, extended warranties, warranty service, staff augmentation and any other services and solutions available from Offeror. Specific requirements will be developed on a task order basis and may include, but is not limited to, services and solutions such as:
• Virtualization: Transform data center with virtualization to consolidate servers, reduce energy consumption, increase IT capacity, add system flexibility and prepare for cloud computing.

Exhibit 3
• Physical Security: Security solutions seaports, airports, water and wastewater, transportation, critical infrastructure, perimeter defense, physical and logical access 1 258

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INTRODUCTION AND BACKGROUND
control, identity management, antiterrorism protection, automated alarms and alerts, integration with databases containing critical security information, cyber security and asset management, endpoint security and other network security and IT security. • Communications: Communication solutions to converge voice, data and video communications onto a single, secure IP-based network.
• Cloud: Cloud solutions for scalable computing and storage capacity and rapid self - provisioning computing capabilities. This may include, but is not limited to, Cloud Infrastructure as a Service (IaaS), Cloud Software as a Service (SaaS) and Cloud Platform as a Service (PaaS).
• Infrastructure: Infrastructure solutions such as data center management, network modernization and migration, desktop virtualization, risk and vulnerability management, and IT service management.
• Data Manacement: Data management solution which uses technologies such as thin provisioning, de -duplication and automated storage tiering to improve storage utilization.
• Visual Communications: Visual communications that integrate audio, video, voice and presentation capabilities.
• UCC (Unified Communications and Collaboration): UCC video teleconferencing solutions that provide for critical infrastructure, emergency operations centers, command rooms, fusion centers, training rooms, and classrooms. • Broadcast Studio: Broadcast studio solutions for staff that oversee communications and public broadcast efforts which provide integration (system design engineering), fabrication, budgeting, scheduling, engineering, architectural planning (technical grounding, power distribution and facility load requirements), and equipment specification (video, audio, network and storage technologies). • Law Enforcement: Public safety solutions such as in -car video, body worn cameras, license plate recognition, mobile computing, city surveillance, and digital evidence management.
• Mobility: Mobility services to keep users connected, responsive and secure such as email protection, download prevention, containerize content on devices, self- destructing content, and content linked back to the user. • Asset Management: Asset management solutions to identify and manage installed software, hardware and license entitlements.
• Data Protection: Data protection to protect, backup, recover and archive data and applications.
• Energy and Water Conservation: Energy and water conservation solutions to deploy advanced metering infrastructure (AMI) systems designed to measure, collect, analyze and monitor usage real time. Examples of projects include automated meter projects, SCADA (Supervisory Control and Data Acquisition) projects, and security projects.
• Financial Services: Financing options such as lease, lease to own, lease with option to own, and IT as a Service.
• Other Services and Solutions: Services and solutions not listed above that may be proposed by Offeror.

Exhibit 3
2 259

RFP2000001701

INTRODUCTION AND BACKGROUND

3.1.3. Cisco Products, Services and Solutions

3.1.3.1. Cisco Products: A complete offering of Cisco products including, but not limited to, application networking services products, blade switches, cloud and systems management, collaboration endpoints, conferencing, connected safety and security, customer collaboration, data center management and automation, data center switches, infrastructure software, interfaces and modules, networking software, optical networking, routers, security, servers, service exchange, storage networking, switches, unified communications, video, wireless, and any other products offered by Cisco.

3.1.3.2. Cisco Services and Solutions: A complete offering of Cisco services and solutions including, but not limited to, cloud and systems management services, collaboration services, collaboration endpoints services, conferencing services, data center and virtualization services, enterprise network services, routing services, security services, services for application networking services, storage networking services, switching services, unified communication services, unified computing services, video services, wireless services and any other services and solutions offered by Cisco.

3.1.4. HP Products, Services and Solutions

3.1.4A. HP Products: A complete offering of HP products including, but not limited to:
• Computers: Desktops, laptops, tablets, monitors, workstations, accessories, point of sale computers for retail environments, thin client software portfolio, digital signage and any other computer equipment and software available from HP.
• Networking: Data center networking, software -defined networking, switches, wireless networking, campus networking and any other networking available from HP.
• Servers: Blade servers, scalable servers, integrity mission -critical servers, rack and tower servers and any other servers available from HP. • Software: Application lifecycle management, big data analytics, business service management, enterprise security, hybrid cloud management, information governance, information management, IT service management, mobile solutions, operations management, software -defined data center, DevOps solutions and any other software available from HP. • Storage: Primary storage, backup, recovery and archive storage, enterprise application storage, primary storage, software -defined storage, Simply StorelT solutions and any other storage available from HP.

3.1.4.2. HP Services and Solutions: A complete offering of HP services and solutions including, but not limited to, analytics and data management, applications services, business process services, data center, workload and cloud services, enterprise security services, IT financing and asset recovery services, mobility and workplace services, support services, technology consulting, computing services, big data solutions, cloud solutions, mobility solutions, security solutions, converged systems solutions, small and midsize organization solutions, total access education solutions, and any other services and solutions offered by HP.

3.1.5. Dell Products, Services and Solutions
Exhibit 3

3.1.5.1. Dell Products:
• General Products: A complete offering of Dell products including, but not limited to, laptops, notebooks, PDA's, desktops, workstations, thin clients, monitors, servers, accessories, battery back-up, power or surge, cables, data storage and drives, networking, digital imaging such as cameras and scanners, memory and system components, office equipment, sound and multimedia, telecommunications products, video monitors, cards and projectors, interactive whiteboards, DVD's, books, music and video, 3 260

RFP2000001701

INTRODUCTION AND BACKGROUND
• Software: A complete offering of Dell software including, but not limited to, information management, data protection, data center and cloud management, mobile workforce management, security, platforms and any other software offered by Dell_

3.1.5.2. Dell Services and Solutions: A complete offering of Dell services and solutions including, but not limited to, support services, application modernization, application services, business process outsourcing, digital business services, cloud -based services, information security services, financing and leasing, IT consulting, managed services, training services, cloud solutions, data center solutions, security solutions, big data, information and data management, mobility and security solutions and any other services and solutions offered by Dell.

3.1.6. Panasonic Products, Services and Solutions

3.1.6.1. Panasonic Products:
• Communications: A complete offering of Panasonic communication systems including, but not limited to, business communication systems, HD visual communication systems, IP phones and any other communications products, applications and accessories offered by Panasonic.
• Security Systems: A complete offering of Panasonic security systems including, but not limited to, network cameras, video recorders, interfaces, software and converters, analog cameras, digital video recorders, switchers and controllers, remote head cameras, module cameras, wearable cameras, security viewer application and any other security systems and accessories offered by Panasonic.
• Personal Computers: A complete offering of Panasonic computers including, but not limited to, rugged, semi -rugged and business -rugged Toughbooks and Toughpads and any other personal computers and accessories offered by Panasonic.
• Professional AV: A complete offering of Panasonic professional AV equipment including, but not limited to broadcast and professional AV equipment such as camcorders, camera systems, switchers and mixers, monitors and accessories, visual systems such as projectors, professional displays and accessories, sound systems such as public address systems, infrared wireless microphone systems and RAMSA audio systems and any other professional AV and accessories offered by Panasonic. • Terminals: A complete offering of Panasonic terminals including, but not limited to, handheld tablets, point of sale workstations and any other terminals offered by Panasonic.
• Soft Module Products: A complete offering of Panasonic soft module products including, but not limited to, audio and video processing software, voice recognition software, image recognition software and any other soft module products offered by Panasonic.
• Recording Media: A complete offering of Panasonic recording media including, but not limited to, SD cards for professional camcorders, SD memory cards for industrial use, blue -ray disc, ADA (advanced disc for archive, DV cassettes and any other recording media offered by Panasonic.

3.1.6.2. Panasonic Services and Solutions: A complete offering of Panasonic services and solutions including, but not limited to, installation, product configurations, product support, warranties, insurance, railway industry solutions and any other services and solutions offered by Panasonic.

3.1.7. EMC2 Products, Services and Solutions

3.1.7.1. EMC2 Products:
• Biq Data: A complete offering of EMC2 Big Data products including, but not Exhibit 3
4 261

RFP2000001701

INTRODUCTION AND BACKGROUND
limited to, storage, analytics, applications and any other Big Data products offered by EMC2.
• Cloud: A complete offering of EMC2 cloud products including, but not limited to, applications, data protection, infrastructure, security, cloud enabled solutions and any other cloud products offered by EMC2. • Convercent Infrastructure: A complete offering of EMC2 convergent infrastructure products including, but not limited to, blocks, racks, appliances, reference architecture and any other convergent infrastructure products offered by EMC2.
• Storage: A complete offering of EMC2 storage products including, but not limited to, primary storage, software -defined storage, enterprise applications storage, storage for small and medium organizations, data protection products and any other storage products offered by EMC2. • Security: A complete offering of EMC2 security products including, but not limited to, authentication, data loss prevention, data protection, fraud prevention, governance, risk and compliance, identity and access management, network analytics, security information and event management, cyber security framework, incident response assistance, and any other security products offered by EMC2.

3.1.7.2. EMC2 Services and Solutions:
• Biq Data: A complete offering of EMC2 Big Data consulting, services and solutions.
• Cloud: A complete offering of EMC2 cloud management, support, services and solutions.
• Content Management: A compete offering of EMC2 content management services and solutions including, but not limited to, process management, capture, customer communications, collaboration, pervasive governance and any other content management services and solutions offered by EMC2. • Data Protection Solutions: A complete offering of EMC2 data protection solutions including, but not limited to, data protection solutions for Oracle, data protection solutions for Microsoft, data protection solutions for SAP, data protection solutions for VMware, data protection solutions for EMC Enterprise Hybrid Cloud, data protection solutions for Big Data, deduplication solutions, desktop, laptop and remote office solutions, disaster recovery solutions, mainframe tape replacement solutions, tape replacement solutions and any other data protection services and solutions offered by EMC2. • Infrastructure Manacement: A complete offering of EMC2 infrastructure management services and solutions including, but not limited to, data center automation, IT operations management, IT performance management, configuration and compliance management, storage resource management, applications performance management, Vblock platform management and any other infrastructure management services and solutions offered by EMC2. • Security: A complete offering of EMC2 security services and solutions including, but not limited to, advance security operations, authentication, data loss prevention, fraud prevention, network monitoring and any other security services and solutions offered by EMC2.
• General Services and Solutions: A complete offering of any additional EMC2 services and solutions including, but not limited to, installation, support, warranties, training, and any other services and solutions offered by EMC2.

3.1.8. CommVault Products, Services and Solutions

3.1.8.1. CommVault Products: A complete offering of CommVault software including Simpana software, but not limited to, backup and recovery, virtual machine, integration, replication, OnePass Backup and Archive, deduplication, reporting and insights, workflow automation, content -based retention, self-service access, search and eDiscovery, legal hold, ContentStore, and any other products offered by Exhibit 3
5 262

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INTRODUCTION AND BACKGROUND
CommVault.

3.1.8.2. CommVault Solutions, Services and Support: A complete offering of CommVault solutions, services and support including, but not limited to, data and information management, enterprise applications, bundled appliances, solutions for specialized industries such as healthcare, government and education, consulting services, professional services, support and training and any other solutions, services and support offered by CommVault.

3.1.9. Symantec Products, Services and Solutions

3.1.9.1. Symantec Products: A complete offering of Symantec security products including, but not limited to, advanced threat protection, code signing, control compliance suite, data loss prevention, DeepSight security intelligence, email security, encryption, endpoint management (Altiris), internet of things, endpoint protection, incident response, managed security services, mobile security and management, Norton, protection suite, SSL certificates, user authentication and any other security products offered by Symantec.

3.1.9.2. Symantec Services and Solutions: A complete offering of Symantec services and solutions including, but not limited to, consulting, education services, managed services, support services, appliance services, licensing, technical support, training and certification, threat protection solutions, information protection solutions, cyber security services, enterprise mobility management, and any other services and solutions offered by Symantec.

3.1.10. Veritas Products, Services and Solutions

3.1.10.1. Veritas Products: A complete offering of Veritas Information Management products including, but not limited to, archiving and eDiscovery, backup exec, information fabric technology platform, InfoScale, NetBackup, NetBackup appliances, storage foundation high availability, system recovery and any other offered by Veritas.

3.1.10.2. Veritas Services and Solutions: A complete offering of Veritas services and solutions including, but not limited to, consulting, education services, managed services, support services, appliance services, licensing, technical support training and certification, and any other services and solutions offered by Veritas.

3.1.11. VMware Products, Services and Solutions

3.1.11.1. VMware Products: A complete offering of VMware products including, but not limited to, data center and cloud infrastructure, networking and security, storage and availability, hyper -converged infrastructure, data center and cloud management, personal desktop software, business mobility software, desktop and application virtualization software, enterprise mobility management software and any other products offered by VMware.

3.1.11.2. VMware Services and Solutions: A complete offering of VMware services and solutions including, but not limited to, cloud computing, software -defined data center, virtualization, business mobility, data center virtualization and hybrid cloud extensibility, streamlined and automated data center operations, application and infrastructure delivery automation, security controls native to infrastructure, high availability and resilient infrastructure, and any other services and solutions offered by VMware.

3.1.12. Apple Products, Services and Solution: A complete offering of Apple products, services and solutions including, but not limited to, MacBook, MacBook Air, MacBook Pro, iMac, Mac Pro, Mac mini, ipad mini, ipad, iphone, watch, ipod, Apple TV, accessories for all products, apps, servers, music, support and any other products, services or solutions offered by Apple. 6 Exhibit 3 263

RFP2000001701

INTRODUCTION AND BACKGROUND

3.1.13. Google Products, Services and Solutions: A complete offering of Google product, services and solutions including, but not limited to, Apps for work, cloud platform, maps for work, search for work, chrome for work, android for work, Google business solutions and any other products, services and solutions offered by Google.

3.1.14. Amazon Web Services Products, Services and Solutions

3.1.14.1. Amazon Web Services Products and Services: A complete offering of Amazon Web Services products and services including, but not limited to, global compute, storage, database, analytics, application and deployment services to power web and mobile applications, data processing and warehousing, storage and archive, as well as any other products and services offered by Amazon Web Services.

3.1.14.2. Amazon Web Services Solutions: A complete offering of Amazon Web Services solutions including, but not limited to, cloud based solutions for websites, backup and recovery, archiving, disaster recovery, development and test, big data, high performance, databases, digital marketing, e -commerce, media and entertainment, mobile services, internet of things, enterprise IT, business applications, content delivery, health and any other solutions offered by Amazon Web Services.

3.1.15. Microsoft Products, Services and Solutions:

3.1.15.1. Microsoft Products:
• Devices: A complete offering of Microsoft devices including, but not limited to, Surface products, PC's and tablets, Xbox, Lumia Phones, Microsoft Band, Microsoft HoloLens, Microsoft Surface Hub, accessories and any other devices offered by Microsoft.
• Software and Apps: A complete offering of Microsoft software and apps, including but not limited to, Office, Windows, other software and services such as Microsoft Health, Microsoft Security Essentials, Skype, Internet Explorer, OneDrive, Outlook, OneNote, Bing, Visual Studio, Visio, Project, and MSN, apps, games, downloads, Developer and IT Pro, Business and Enterprise such as cloud platform, data availability, business analytics, customer relationship management, Enterprise Mobility Suite, Enterprise resource and planning, business software and apps such as Microsoft Dynamics, Microsoft Power BI, Microsoft SQL Server, Windows Server, Microsoft System Center, Visual Studio, Microsoft Azure, Microsoft Social Engagement, Windows Embedded, Microsoft Intune, OneDrive for Business, Exchange Server, SharePoint and any other software and apps offered by Microsoft.

3.1.15.2. Microsoft Services and Solutions: A complete offering of Microsoft services and solutions including, but not limited to, support, licensing and any other services and solutions offered by Microsoft.

3.1.16. Citrix Products, Services and Solutions:

3.1.16.1. Citrix Products: A complete offering of Citrix products, including but not limited to, Workspace Suite, Workspace Cloud, GoToMeeting, GoToTraining, GoToWebinar, OpenVoice, Podio, receiver for universal access from any device, XenMobile, ShareFile, Worx Moblie Apps, GoToAssist, Concierge, XenApp, XenClient, XenDesktop, NetScaler, CloudBridge, CloudPlatform, XenServer, CloudPortal Business Manager and any other products offered by Citrix.

3.1.16.2. Citrix Services and Solutions: A complete offering of Citrix services and solutions including, but not limited to, application and desktop virtualization, enterprise mobility management, file sync and sharing, cloud networking, collaboration, cloud services and any other services and solutions offered by Citrix.

Exhibit 3
7 264

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INTRODUCTION AND BACKGROUND

3.1.17. NetApp Products, Services and Solutions:

3.1.17.1. NetApp Products: A complete offering of NetApp products, including but not limited to, hybrid data storage, software and converged infrastructure, enterprise all -flash data storage, software and converged infrastructure, hardware and software for cloud storage and any other products offered by NetApp.

3.1.17.2. NetApp Services and Solutions: A complete offering of NetApp services and solutions to build a cloud -ready data center, accelerate enterprise application performance, protect and recover data, strategy, design, deploy and transition, operations, training, certification, support and any other services and solutions offered by NetApp.

3.1.18. Related Products. Services and Solutions: Any related companies' products, services and solutions available from Offeror.

4. U.S. COMMUNITIES
U.S. Communities Government Purchasing Alliance (herein "U.S. Communities") assists Participating Public Agencies to reduce the cost of purchased goods and services through strategic sourcing that combines the volumes and the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies (herein "Lead Public Agencies"). The contracts provide for use by not only the respective Lead Public Agency, but also by other Participating Public Agencies.

National Sponsors
U.S. Communities is jointly sponsored by the National Association of Counties (NACo), the National League of Cities (NLC), the Association of School Business Officials International (ASBO) and the United States Conference of Mayors (USCM) (herein "National Sponsors").

Advisory Board
The U.S. Communities Advisory Board is made up of key government purchasing officials from across the United States.

Each Advisory Board Member is expected to actively participate in product bids and selection, participate in policy direction, and share expertise and purchasing innovations.

Exhibit 3
Current U.S.

Auburn University, AL
City and County of Denver, CO
City of Chicago, IL
City of Houston, TX
City of Kansas City, MO
City of Los Angeles, CA
City of San Antonio, TX
City of Seattle, WA
Cobb County, GA
Denver Public Schools, CO
Emory University, GA
Fairfax County, VA
Fresno Unified School District, CA
Great Valley School District, PA
Participating Public Agencies
Communities Advisory Board Members
Hennepin County, MN
Los Angeles County, CA
Maricopa County, AZ
Miami -Dade County, FL
Nassau BOCES, NY
North Carolina State University, NC
Ocean City, NJ
Onondaga County, NY
Port of Portland, OR
Prince William County Schools, VA
Salem-Keizer School District, OR
San Diego Unified School District, CA
State of Iowa
The School District of Collier County, FL
Today more than 55,000 public agencies utilize U.S. Communities contracts and suppliers to procure over $1.8 Billion Dollars in products and services annually. Each month more than 500 new public 8 265

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agencies register to participate. The continuing rapid growth of public agency participation is fueled by the program's proven track record of providing public agencies unparalleled value.

The Supplier(s) must communicate directly with any Participating Public Agency concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, and payment.

Fairfax County is acting as "Contracting Agent" for the Participating Public Agencies and shall not be held liable for any costs, damages, expenses, fees, liabilities, etc. incurred by any other Participating Public Agency.

Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies' Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides. A copy of the MICPA is attached as Appendix E.

Estimated Volume
The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $500 million in sales annually. This estimate is based on the anticipated volume of the Lead Public Agency, the U.S. Communities Advisory Board members, and current sales within the U.S. Communities program. While there is no minimum quantity of products and services required to be purchased under the proposed Master Agreement, Fairfax County and the U.S. Communities Advisory Board Members are committed to utilizing the Master Agreement. The Advisory Board members shall determine if the Master Agreement is of value to their agency, and will promote the Master Agreement among other public agencies nationwide and internationally. The Advisory Board in 2014 purchased more than $168 Million Dollars of products and services from existing U.S. Communities contracts.

Marketing Support
U. S. Communities provides marketing support for each Supplier's products through the following:
• National Sponsors as referenced above.
• State Associations of Counties, Schools and Municipal Leagues. • Administrative and marketing personnel that directly promote the U.S. Communities Suppliers to Participating Public Agencies through public agency meetings, direct mail, national publications, annual meetings and a network of K-12, City, County, Higher Education and State Associations. • U.S. Communities provides Suppliers government sales training, and a host of online marketing and sales management tools to effectively increase sales through U.S. Communities.

Marketplace
U.S. Communities has developed an online Marketplace, which gives Participating Public Agencies the ability to purchase from many U.S. Communities contracts directly from our website. The Marketplace makes it easier for Participating Public Agencies to access many contracts through a single login and place orders using a procurement card, credit card or purchase order. Suppliers have the ability to add their products to the Marketplace at no cost.

Multiple Awards
Multiple awards may be issued as a result of the solicitation. Multiple Awards will ensure that any ensuing Master Agreements fulfill current and future requirements of the diverse and large number of Participating Public Agencies.

Evaluation of Proposals
Exhibit 3
9 266

RFP2000001701

INTRODUCTION AND BACKGROUND
Proposals will be evaluated by the Lead Public Agency in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices.

U.S. Communities Advisory Board members and other Participating Public Agencies will assist the Lead Public Agency in evaluating proposals. The Supplier(s) that respond(s) affirmatively meets the requirements of this Request for Proposal and provides the best overall value will be eligible for a contract award. U.S. Communities reserves the right to make available or not make available Master Agreements awarded by a Lead Public Agency to Participating Public Agencies.

Exhibit 3
10 267

RFP2000001701

SPECIAL PROVISIONS

1. SCOPE OF SERVICES:

1.1 The purpose of this Request for Proposal is to solicit sealed proposals to establish a cooperative contract or contracts through competitive negotiation for the provision of Technology Products, Services, Solutions, and Related Products and Services by the County of Fairfax, Virginia as well as other Participating Public Agencies.

2. PRE -PROPOSAL CONFERENCE:

2.1. An optional pre -proposal conference will be held on August 26, 2015 at 10:30 A.M. in the Fairfax County Government Center, Conference Center Room 4/5, 12000 Government Center Parkway, Fairfax, Virginia. To request reasonable ADA accommodations, call the Department of Purchasing and Supply Management ADA representative at (703) 324-3201 or TTY 1-800-828-1140. Please allow seven working days in advance of the event to make the necessary arrangements.

2.2. The purpose of the pre -proposal conference is to give potential offerors an opportunity to ask questions and to obtain clarification about any aspect of this Request for Proposal. Offerors should submit any questions in writing pertaining to the RFP, in writing, prior to the pre - proposal conference to Kristy Varda at dpsmteaml(c�fairfaxcounty.gov or kristy.varda(@fairfaxcounty.gov prior to the pre -proposal conference by close of business, August 21, 2015.

3. CONTRACT PERIOD AND RENEWAL:

3.1. This contract will begin on date of award and terminate on the 3rd anniversary of the award with the option to renew for 4 additional 1 year periods or any combination of time equally not more than 4 years.

3.2. The obligation of the County to pay compensation due the contractor under the contract or any other payment obligations under any contract awarded pursuant to this Request for Proposal is subject to appropriations by the Fairfax County Board of Supervisors to satisfy payment of such obligations. The County's obligations to make payments during subsequent fiscal years are dependent upon the same action. If such an appropriation is not made for any fiscal year, the contract shall terminate effective at the end of the fiscal year for which funds were appropriated and the County will not be obligated to make any payments under the contract beyond the amount appropriated for payment obligations under the contract. The County will provide the contractor with written notice of non -appropriation of funds within thirty (30) calendar days after action is completed by the Board of Supervisors.

However, the County's failure to provide such notice shall not extend the contract into a fiscal year in which sufficient funds have not been appropriated.

4. BACKGROUND:

4.1 Fairfax County (the County)
Fairfax County is located in the state of Virginia, near Washington, D.C. Its population is over 1 million, and it occupies an area of approximately 400 square miles.

The County's fiscal year runs from July 1 to June 30. In the adopted budget for fiscal year 2016 (FY2016), combined General Fund Disbursements total $3.70 billion. The County currently holds an AAA bond rating from Standard and Poor's, Moody's, and Fitch.

Exhibit 3
Fairfax County Government (FCG) has over 50 departments located in over 200 facilities throughout the County. Currently, FCG facilities include the main government center campus (which houses the main county data center), twenty three (23) Public Libraries, twenty three (23) Police locations, fifty one (51) Fire and Rescue locations, and in addition many more community, health, human services and park locations. FCG's Department of Information 11 268

RFP2000001701

SPECIAL PROVISIONS
Technology (DIT) manages, and implements all aspects of information technology solutions and supporting infrastructure that enable county agencies to deliver information and services to citizens and the community and implement operational efficiencies. DIT establishes standards and architecture for the information and communications systems that are implemented in county government agencies throughout the county.

FCG Enterprise Information Technology Environment: The County has developed an approach to its IT architecture that maximizes the return on IT investments, emphasizes and ensures reliability, scalability and security, while promoting standards -based acquisition that can be adapted across the enterprise. The Information Technology Plan is published annually by Fairfax County Department of Information Technology and delineates the standards for the major components of the IT architecture adopted and/or in use at the County. Providers should reference the plan when developing responses to IT system requirements. The IT Plan is available at htto:// www.fairfaxcounty.gov/dit/itclan/

5. PROGRAM REQUIREMENTS:

5.1. Qualified Offerors may be authorized resellers of the Products and Services listed in Introduction and Background, paragraph 3, General Definition of Products and Services or direct manufacturers of the Products and Services.

5.1.1. Offerors who are resellers must represent, sell and service the Products and Services listed in Introduction and Background, paragraph 3, General Definition of Products and Services.

5.1.2. Offerors who are direct manufacturers may respond with their Products and Services only.

5.2. Qualified Offerors of the Products and Services shall meet the following certification requirements and shall provide proof of certification from the manufacturer unless Offeror itself is a manufacturer of the Products and Services:

5.2.1. Cisco Gold Certified Partner

5.2.2. HP Gold or Platinum partner

5.2.3. Dell Partner Direct Preferred or Premier Partner

5.2.4. Panasonic Authorized Reseller Partner

5.2.5. EMC2 Gold or Platinum Partner

5.2.6. CommVault Value -Added Reseller

5.2.7. Symantec Gold or Platinum Partner

5.2.8. VMware Enterprise or Premier Partner

5.2.9. Microsoft Gold Certified Partner

5.2.10. Citrix Gold Solutions Advisor or Platinum Solutions Advisor

5.2.11. NetApp Platinum or Star Partner

5.3. If Offeror is a manufacturer of the Products and Services and has partner resellers/dealers/distributors that sell's manufacturer's Products and Services, then the partner resellers/dealers/distributors must agree to the terms and conditions of this RFP and Offeror shall provide documentation of such.

Exhibit 3

5.4. Offeror must have the resources to work with multiple entities at the same time. 499

RFP2000001701

SPECIAL PROVISIONS

5.5. Throughout the life of this contract, the successful Offeror(s) will maintain expertise, resources and capabilities to perform the following

5.5.1. Provide commercial hardware, software, peripherals and accessories as ordered under the task order;

5.5.2. Perform consulting, assessment, design, integration, installation, and managed Services and Solutions at the task order level;

5.5.3. Perform a wide range of professional, technical support and engineering services and solutions to support the mission and objectives of Fairfax County and Participating Public Agencies as authorized buyers of this contract;

5.5.4. Provide maintenance support of the services and solutions;

5.5.5. Provide ancillary support (logistics support, etc.) relating to provisions of the Products and Services listed in Introduction and Background, paragraph 3, General Definition of Products and Services;

5.5.6. Provide project management support for each deliverable under the contract; and

5.5.7. Provide project -specific and overall contract performance reporting, as required.

5.6. STAFF EXPERIENCE:

5.6.1. Offeror shall describe the credentials of staff and how they are certified and trained to provide the Products and Services required in Introduction and Background, paragraph 3, General Definition of Products and Services for Participating Public Agencies.

5.6.2. Offeror shall describe the number and type of staff its company proposes to service this contract, i.e. technical, service, training, executive support, etc. and its hiring practices for such positions for Participating Public Agencies.

5.6.3. Offeror shall describe its methodology for training Participating Public Agency end users.

5.6.4. Offeror shall describe its experience with managing major government projects.

5.6.5. Offeror shall describe its processes for assigning staff to specific projects, along with the credentials of the staff members. Offeror should include how it will involve the County or other Participating Public Agencies to ensure projects are staffed to be successful.

5.7. CUSTOMER SERVICE:

The County is focused on customer service with a philosophy to provide all customers with quality Products and Services in a manner that is courteous, responsive, accessible and seamless. The Products and Services will be delivered by patience, understanding, good will and without regard to our own convenience. The selected Contractor will be expected to use these guidelines in developing the proposed solution:
• Accessible, courteous, responsive and seamless customer service is of highest priority for the County and Participating Public Agencies; • Accessible service means that citizens have easy access to the organization; Exhibit 3 3330

RFP2000001701

SPECIAL PROVISIONS
• Seamless customer service means that the Offeror's employees know what they are doing, that information is accurate, that they have a good understanding of how to get problems and decisions made, that they are trained and evaluated for the jobs they are doing;
• Customer service goals must be measurable and regularly evaluated; and • Continuous improvements in customer service must be made in order to make County and Participating Public Agency services accessible, responsive and as seamless as possible.

5.8. FINANCING OPTIONS:

Offeror should include any financing solutions and payment options available to Participating Public Agencies.

5.9. REPORTING REQUIREMENTS:

5.9.1. Monthly Reports: The Offeror shall furnish electronic monthly reports to the County and Participating Public Agency, to include the following information:
• New product information;
• Price sheets showing price decreases on discontinued Products; • Decreases on manufacturer's prices on Products still to be manufactured; • System upgrades;
• Current pricing and Product lists;
• Software upgrades; and
• Special sales or promotions.

As reporting needs may change during the term of the Agreement, the County and Participating Public Agency reserve the right to request changes to the timing and content of the reports as well as additional reports.

5.9.2. Quarterly Reports: The Offeror shall furnish electronic quarterly usage reports showing a summary of the ordering and/or history of the County and each Participating Public Agency department for the previous quarter to the County and Participating Public Agency. The report must show at a minimum, purchase order number, description, part number, serial number, quantity, order number, cost, order date, ship date, total quantity of each item ordered during the period, the reporting period. The County and Participating Public Agency reserves the right to request additional information, if required, when reviewing such data.

5.9.3. Environmental Reporting Requirements: Upon request, the Offeror shall furnish periodic environmental impact reports (i.e. usage, disposal, environmental impact, energy efficiency, changes in manufacturing techniques, etc.) with respect to the Products and Services.

5.10. SUPPORT AND MAINTENANCE:

Each Offeror must provide a complete maintenance and support plan including emergency and non -emergency intervals, as well as periodic routine schedules. Routine maintenance and associated costs must be quoted and shall include but not be limited to:
• Error or defect correction;
• Updates;
• Telephone assistance; and
• Service hours and response times.

5.11. REPRESENTATIONS AND WARRANTIES:

The Offeror represents, warrants and covenants that:

Exhibit 3 ?t41

RFP2000001701

SPECIAL PROVISIONS

5.11.1. The Products and Services shall satisfy all requirements set forth in the Agreement, including but not limited to any Appendices;

5.11.2. All work performed by the Offeror and/or its subcontractors pursuant to the Agreement shall meet highest industry standards, and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge;

5.11.3. Neither the Products and Services nor any software or hardware provided by the Offeror under the Agreement will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party;

5.11.4. The Offeror has taken and will continue to take precautions sufficient to ensure that it will not be prevented from performing all or part of its obligations under the Agreement by virtue of interruptions in the computer systems used by the Offeror;

5.11.5. All software and documentation provided by the Offeror or its subcontractors will have sufficient information and capabilities to enable the County to permit the public inspection and examination and to provide electronic copies of public records stored, manipulated or retrieved by the Products; and

5.11.6. All software and documentation provided by the Offeror or its subcontractors will have sufficient information to enable the County to create an index containing the following information with respect to each database used by the Products without extraordinary commitments of staff or resources: (i) annotated list of data fields:
name, description, and restricted field indicator; (ii) description of the format or record layout; (iii) frequency with which the database is updated; (iv) list of any data fields to which public access is restricted; (v) description of each form in which the database can be copied or reproduced; (vi) title of the database; (vii) owner of the data; (viii) narrative description of the database; (ix) person creating the index; and (x) purpose of the database. The Offeror agrees that the information set forth in the preceding sentence constitutes a public record and may be disclosed by the County without the Offeror's consent.

5.12. BACKGROUND CHECKS:

The Offeror will provide proof and results of background checks (email or hard copy to an authorized Fairfax County representative) at the Offerors expense for Offeror and Offeror related personnel who work in a County owned/leased/rented facility. Background checks should be performed annually and include:

1. Social Security Number (SSN) — Trace and Verification

2. US Department of Treasury — SDN List and OFAC Sanctions Program

3. US Department of Justice — National Sex Offender Registry

4. Criminal Records — Felony conviction in last ten (10) years

5. Drug screening — Fairfax County is a Drug Free Zone.

6. TECHNICAL PROPOSAL INSTRUCTIONS:

Proposals should not contain extraneous information or promotional materials. Offerors should utilize lay person terms and common terminology wherever possible. Proposals should cover the topics outlined in this section and emphasize the Offeror's methodology and approach to the work.

Proposals will be evaluated on the basis of information presented by the Offeror and the evaluation criteria listed in this RFP.

The County encourages the use of recycled products, therefore, it is urged that proposals be submitted on paper made from or with recycled content and be printed on both sides. Thumb drive copies submitted must be free of viruses, malware, Trojans, worms, rootkits, spyware, adware, etc.

Those who submit thumb drives that contain viruses, malware, Trojans, worms, rootkits, spyware, Exhibit 3 ?f�2

RFP2000001701

SPECIAL PROVISIONS
adware, etc. may be liable for resulting damages and their proposals may be rejected.

6.1. The Offeror must submit the Technical Proposal in a separate binder containing the following information divided by tabs. This information will be considered the minimum content of the proposal.

Tab 1 — COVER LETTER: The cover letter will provide a brief history of the Offeror and its organization. The letter will indicate the principal or officer of the Offeror organization who will be the County's primary point of contact during negotiations. This individual must have the authority to negotiate all aspects of the scope of services and provisions on behalf of the Offeror. An officer authorized to bind the Offeror to the terms and conditions of this RFP must sign the cover letter transmitting the proposal.

Tab 2 — EXECUTIVE SUMMARY:

The Offeror will provide an Executive Summary that presents in brief, concise terms a summary level description of the contents of the Proposal.

Tab 3 — OFFEROR PROFILE:

The Offeror must provide a profile of its organization and all other companies who will be providing products or services through a subcontracting arrangement with the Offeror. At a minimum, the Offeror will provide the following information:
• Name of firm submitting proposal
• Main office address, telephone number, fax number
• Primary contact email address and website address
• If a corporation, when and where incorporated
• List any dba's
• List any appropriate Federal, State and Organization registration numbers • Number of years in business
• Total number of employees
Tab 4 PROPOSAL:

The Offeror shall provide a statement of all of the programs and services proposed, including conclusions and generalized recommendations. Proposals should be all-inclusive, detailing Offeror's best offer. Following is a framework and questions to guide your organizations suggested solution. Please address the following as completely as possible for each component of the Project in Introduction and Background, Paragraph 3, General Definition of Products and Services and Special Provisions, Paragraph 5, Program Requirements. • Include a complete listing of programs and services proposed in the same order as Introduction and Background, Paragraph 3, General Definition of Products and Services.
• Process: What steps will your organization take to ensure that the transition/implementation for the Project runs smoothly? • Transition Plan: If applicable to the Product or Service, the Offeror shall prepare and submit to the County for approval a comprehensive and detailed Transition Plan, which describes in detail all tasks and resources associated with the transition of the Products and Services to the Offeror with minimum disruption to the County's operations.
• Project Plan: Submit a Project Plan (preferably in MS Project format) to describe, to the best of your ability, all times, tasks and resources associated with the implementation of the Project.
• Client Relationship Management: Describe the communications scheme that your organization will use to keep the County informed about the progress of the Project.

Exhibit 3
363

RFP2000001701

SPECIAL PROVISIONS
• Risk Manacement: Describe the risks associated with the Project or associated Agreement. What contingencies have been built in to mitigate those risks? Tab 5 OFFEROR QUALIFICATIONS AND EXPERIENCE:

1. The Offeror shall describe its qualifications and experience related to the programs and services proposed. Describe Offeror's ability to meet or exceed requirements in the Special Provisions, Paragraph 5, Program Requirements.

2. Offeror shall identify and provide the same information for all subcontractors or joint venture partners and identify their role in your proposed solution.

3. Offeror shall include copies of any applicable End User License Agreements (EULA) and Service Level Agreements (SLA).

Tab 6 NATIONAL QUALIFICATIONS (Appendix D;:

1. Supplier Qualifications, Offeror must include a narrative of its understanding and acceptance of the Supplier Commitments.

2. Completed and signed Supplier Qualification Worksheet for National Program Consideration.

3. Detailed response to each element of the SUPPLIER INFORMATION on pages 56-60 (Appendix D).

Tab 7 — FINANCIAL STATEMENTS:

The Offeror shall provide an income statement and balance sheet from the two most recent reporting periods.

Tab 8 — APPENDIX B DOCUMENTS:

Offeror Data Sheet
Virginia State Corporation Commission Registration Information Business, Professional and Occupational License
Certification Regarding Debarment or Suspension
Certification Regarding Ethics in Public Contracting
Business Classification
Subcontractor(s) Notification Form
Tab 9 — REFERENCES
The Offeror shall complete Appendix C, References.

Tab 10 - U.S. COMMUNITIES ADMINISTRATION AGREEMENT, signed unaltered (Appendix F):

7. COST PROPOSAL INSTRUCTIONS:

7.1. The offeror must submit a cost proposal in a separate binder fully supported by cost and pricing data adequate to establish the reasonableness of the proposed fee.

7.2. Prices may be proposed by region, zone or other categorization.

Exhibit 3
44 RFP2000001701

SPECIAL PROVISIONS

7.3. The following information should be submitted as part of the cost proposal:

Tab 1 — PROPOSED PRODUCT PRICING:

For any proposed products, Offeror shall provide the following.

1. It is preferred that Offeror provide product pricing using a fixed percentage (%) discount off a MANUFACTURER PRICE LIST or other objectively verifiable criteria. The Offeror shall provide copies of the MANUFACTURER PRICE LIST or other objectively verifiable criteria.

If this is not feasible, Offeror may provide detailed cost breakdown of their proposed pricing structure to include direct, indirect, general & administrative, overhead and profit cost details. Along with this data, offerors must submit a justification as to why a Manufacturer Price List or other objectively verifiable criteria is not available. All costs shall be substantiated by an actual invoice indicating the amount paid for products.

Any price reductions, special offerings, sales or promotions occurring during the term of the Agreement, shall be passed on to the County and Participating Public Agencies as soon as they are announced by the manufacturer or Contractor and shall be considered part of the Agreement.

2. Offeror, if a reseller/dealer/distributor, shall provide a listing of all manufacturers it offers with the discount percentage(s) by manufacturer.

Tab 2 — PROPOSED SERVICES AND SOLUTIONS:

For any proposed services or solutions, Offeror shall provide the following.

1. For any proposed services and solutions, Offeror must provide a detailed price breakdown for each service or solution separately as well as totals for services provided together, if prices differ.

2. All prices offered in the cost proposal shall include labor, supervision, equipment, travel and any other incidentals to complete the solution, application or service.

3. Labor categories shall be displayed on a cost per hour, either all inclusive or cost per position (director, technical architect, project manager, etc.).

Tab 3 Additional Offerings:

1. Detail any additional pricing incentives, discounts or rebates that may be available such as for large volume, bundled solutions, applications, products and services, etc., to Participating Public Agencies.

2. Detail any additional pricing discounts for the purchase of products and services for groups of Participating Public Agencies in a local geographic area that desire to combine requirements, i.e. local city, county, school district, housing authority, transit authority, etc.

3. Provide the methodology of how you will substantiate and justify any requests for adjustment in cost of solutions, applications, products, and services during the term of the contract. Please refer to paragraph 9.

Tab 4 Scenarios:

1. Offerors are asked to take the pricing offered in Tabs 1 through 3 and apply it to the scenarios listed in Attachment 1.

2. Response to scenarios must identify the technical capabilities to meet the scenario along with the cost of these technical capabilities.

Exhibit 3

RFP2000001701

SPECIAL PROVISIONS

3. Scenarios are examples of what might be purchased off a contract of this nature and will be used to evaluate offerors cost reasonableness.

8. CONSULTATION SERVICES:

8.1. The contractor's staff must be available for consultation with County staff on an as -needed basis between 8:00 AM and 5:00 PM, Eastern Time, Monday through Friday.

9. PRICING:

9.1. The pricing structure, discounts and fee(s) will remain firm and will include all charges that may be incurred in fulfilling the requirements of the contract during the first 365 days.

Changes in cost for any subsequent contract years may be based on the Consumer Price Index (CPI -U), Table 10, U.S. City Averages, the Producer Price Index (PPI) or other relevant indices.

9.2. The request for a change in the pricing structure, discounts and fees shall include as a minimum, (1) the cause for the adjustment; (2) proposed effective date; and, (3) the amount of the change requested with documentation to support the requested adjustment (i.e., appropriate Bureau of Labor Statistics, Consumer Price Index (CPI -U), change in manufacturer's price, etc.).

9.3. Price decreases shall be made in accordance with paragraph 43 of the General Conditions & Instructions to Offerors.

10. TRADE SECRETS/PROPRIETARY INFORMATION:

10.1. Trade secrets or proprietary information submitted by an offeror in connection with a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, offerors must invoke the protections of this section prior to or upon submission of the data or other materials.

10.2. The offeror must identify the data or other materials to be protected and state the reasons why protection is necessary. Disposition of material after award(s) should be stated by the offeror.

11. CONTACT FOR CONTRACTUAL MATTERS:

11.1. All communications and requests for information and clarifications shall be directed to the following procurement official:

Kristy D. Varda, CPPB, Contract Specialist
Department of Purchasing and Supply Management
Telephone: (703) 324-3217
kristv.varda( fairfaxcountv.00v

11.2. No attempt shall be made by any offeror to contact members of the Selection Advisory Committee (SAC) about this procurement (see paragraph 16.3).

12. REQUIRED SUBMITTALS:

12.1. Each Offeror responding to this Request for Proposal must supply all the documentation required in the RFP. Failure to provide documentation with the Offeror's response to the RFP may result in the disqualification of the Offeror's proposal.

Exhibit 3 366

RFP2000001701

SPECIAL PROVISIONS

13. SUBMISSION OF PROPOSAL:

13.1. One (1) original (duly marked), one (1) hard copy and two (2) electronic thumb drive copies of the Technical proposal, and one (1) original (duly marked), one (1) hard copy and two (2) electronic thumb drive copies of the Cost proposal shall be delivered to the following address in sealed envelopes or packages with the proposal number, title and the offerors name and address on the outside. All submitted copies (hard and electronic) must be identical. The offeror must include a notarized statement that the thumb drive version is a true copy of the printed version. Electronically stamped delivery receipts are available.

Department of Purchasing and Supply Management
12000 Government Center Parkway, Suite 427
Fairfax, Virginia 22035-0013
Telephone: 703-324-3201

13.2. Offerors are reminded that changes to the request for proposal, in the form of addenda, are often issued between the issue date and within three (3) days before the due date of the solicitation. All addenda MUST be signed and submitted to the Department of Purchasing and Supply Management, 12000 Government Center Parkway, Suite 427, Fairfax, VA 22035 before the due date/time or must accompany the proposal. Notice of addenda will be posted on eVA and the DPSM current solicitation webpage. It is the Offeror's responsibility to monitor the web page for the most current addenda at www.fairfaxcounty.gov/solicitation .

13.3. It is the Offeror's responsibility to clearly identify and to describe the services being offered in response to the Request for Proposal. Offerors are cautioned that organization of their response, as well as thoroughness is critical to the County's evaluation process. The RFP forms must be completed legibly and in their entirety; and all required supplemental information must be furnished and presented in an organized, comprehensive and easy to follow manner.

13.4. Unnecessarily elaborate brochures of other presentations beyond that sufficient to present a complete and effective proposal is not desired. Elaborate artwork, expensive paper, bindings, visual and other presentation aids are not required. The County encourages the use of recycled paper, therefore it is urged that proposals be submitted on paper made from or with recycled content and be printed on both sides.

13.5. The submitted proposals shall be as follows:

Each original and copy of the Technical proposal shall consist of:
a. Cover sheet (DPSM32)
b. Technical proposal as required in the Special Provisions, paragraph 6, TECHNICAL PROPOSAL INSTRUCTIONS.

Each original and copy of the Cost proposal shall consist of:
a. Cover sheet (DPSM32)
b. Cost proposal as required in the Special Provisions paragraph 7, COST PROPOSAL INSTRUCTIONS.

13.6. By executing the cover sheet (DPSM32), Offeror acknowledges that they have read this Request for Proposal, understand it, and agree to be bound by its terms and conditions.

Proposals may be submitted by mail or delivered in person.

13.7. The County will be receiving proposals periodically throughout the contract period. The date and time for subsequent submission opportunities will be established at the sole discretion of the County. Each opportunity for submission will be advertised as required by the Fairfax County Purchasing Resolution.

Exhibit 3
�b7

RFP2000001701

SPECIAL PROVISIONS

14. LATE PROPOSALS:

14.1 Proposals received in the Office of the County Purchasing Agent after the date and time prescribed in each posting of the RFP shall not be considered for contract award and shall be returned to the offeror.

15. PERIOD THAT PROPOSALS REMAIN VALID:

15.1 Proposals will remain valid for a period of one -hundred and eighty days (180) calendar days after the date specified for receipt of proposals.

16. BASIS FOR AWARD:

16.1. This Request for Proposal is being utilized for competitive negotiation. Under the competitive negotiation process, a contract may be awarded to the responsible offeror(s) whose proposal(s) is/are determined to be the most advantageous to the County, taking into consideration price and the evaluation factors set forth in the Request for Proposal. The County reserves the right to make multiple awards as a result of this solicitation.

16.2. A Selection Advisory Committee has been established to review and evaluate all proposals submitted in response to this Request for Proposal. The Committee shall conduct a preliminary evaluation of all proposals on the basis of the information provided with the proposal, and the evaluation criteria listed below. Based upon this review, the cost proposals of the highest rated offeror(s) will then be reviewed.

16.3. No Offeror, including any of their representatives, subcontractors, affiliates and interested parties, shall contact any member of the Selection Advisory Committee or any person involved in the evaluation of the proposals. Selection Advisory Committee members will refer any and all calls related to this procurement to the procurement official named in 11.1 above.

Failure to comply with this directive may, at the sole discretion of the County, result in the disqualification of an offeror from the procurement process.

16.4. Based on the results of the preliminary evaluation, the highest rated offeror(s) may be invited by the County Purchasing Agent to make oral presentations to the Selection Advisory Committee. This committee will then conduct a final evaluation of the proposals. Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals, on the basis of the factors involved in the Request for Proposal, including price if so stated in the Request for Proposal. Negotiations shall then be conducted with each of the offerors so selected. After negotiations have been conducted with each offeror so selected, the County shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror.

16.5. Should the County determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The Committee will make appropriate recommendations to the County Executive and Board of Supervisors, if appropriate, prior to actual award of contract.

16.6. Proposal Evaluation Criteria
The following factors will be considered in the award of this contract:
a. Proven experience of the firm's success in providing in providing the Products and Services on a nationwide basis in a timely manner, including depth of response to PROPOSAL and QUALIFICATIONS of work as outlined in Special Provisions, Paragraph 5 Program Requirements as well as the financial stability of the firm and references of the firm.
35 points
Exhibit 3 2718

RFP2000001701

SPECIAL PROVISIONS
b. Offeror's understanding and acceptance of SUPPLIER

COMMITMENTS, SUPPLIER WORKSHEET AND SUPPLIER

INFORMATION
30 points
c. Offeror's Products and Services offerings 10 points
d. Reasonableness of cost proposal(s) 25 points

16.7. Fairfax County reserves the right to make on -site visitations to assess the capabilities of individual offerors and to contact references provided with the proposal.

16.8. The County Purchasing Agent may arrange for discussions with firms submitting proposals, if required, for the purpose of obtaining additional information or clarification.

16.9. Offerors are advised that, in the event of receipt of an adequate number of proposals, which, in the opinion of the County Purchasing Agent, require no clarifications and/or supplementary information, such proposals may be evaluated without further discussion. Consequently, offerors should provide complete, thorough proposals with the offerors most favorable terms.

Should proposals require additional clarification and/or supplementary information, offerors should submit such additional material in a timely manner.

16.10. Proposals which, after discussion and submission of additional clarification and/or supplementary information, are determined to meet the specifications of this Request for Proposal will be classified as "acceptable". Proposals found not to be acceptable will be classified as "unacceptable" and no further discussion concerning same will be conducted.

16.11. The County may cancel this Request for Proposal or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous.

17. INSURANCE:

17.1 The contractor is responsible for its work and for all materials, tools, equipment, appliances, and property of any and all description used in connection with the project, whether owned by the contractor or by the County. The contractor assumes all risks of direct and indirect damage or injury to any person or property wherever located, resulting from any action, omission, commission or operation under the contract, or in connection in any way whatsoever with the contracted work.

17.2 The Contractor shall, during the continuance of all work under the Contract provide the following:
a. Maintain statutory Worker's Compensation and Employer's Liability insurance in limits of not less than $100,000 to protect the Contractor from any liability or damages for any injuries (including death and disability) to any and all of its employees, volunteers, or subcontractors, including any and all liability or damage which may arise by virtue of any statute or law in force within the Commonwealth of Virginia, or which may be hereinafter enacted.
b. The contractor agrees to maintain Commercial General Liability insurance in the amount of $1,000,000 per occurrence/aggregate, to protect the contractor, its subcontractors, and the interest of the County, against any and all injuries to third parties, including bodily injury and personal injury, wherever located, resulting from any action or operation under the contract or in connection with contracted work. The General Liability insurance shall also include the Broad Form Property Damage endorsement, in addition to coverage's for explosion, collapse, and underground hazards, where required. c. The contractor agrees to maintain owned, non -owned, and hired Automobile Liability insurance, in the amount of $1,000,000 per occurrence/aggregate, including property damage, covering all owned, non -owned borrowed, leased, or rented vehicles operated Exhibit 3
��9

RFP2000001701

SPECIAL PROVISIONS
by the Contractor. In addition, all mobile equipment used by the Contractor in connection with the contracted work will be insured under either a standard Automobile Liability policy, or a Comprehensive General Liability policy.
d. The contractor agrees to maintain Professional Liability insurance in the amount of $1,000,000 per occurrence/aggregate to cover each individual professional staff. e. Liability insurance may be arranged by General Liability and Automobile Liability policies for the full limits required, or by a combination of underlying Liability policies for lesser limits with the remaining limits provided by an Excess or Umbrella Liability policy. f. Rating Requirements:

1. The Contractor agrees to provide insurance issued by companies admitted within the Commonwealth of Virginia, with the Best's Key Rating of at least A: VI.

2. European markets including those based in London, and the domestic surplus lines markets that operate on a non -admitted basis are exempt from this requirement provided that the contractor's broker can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best's rating of A:VI or better.
g.

Indemnification: Article 63 of the General Conditions and Instructions to Bidders (Appendix A) shall apply.
h. The Contractor will provide an original, signed Certificate of Insurance citing the contract number and such endorsements as prescribed herein, and shall have it filed with the County Purchasing Agent and/or Risk Manager before any work is started.

If the Contractor delivers services from a County -leased facility, the Contractor is required to carry property insurance on all equipment, to include County -owned installed and maintained equipment used by the contractor while in their care, custody and control for use under this contract.

17.3. No change, cancellation, or non -renewal shall be made in any insurance coverage without a forty-five day written notice to the County Purchasing Agent and/or Risk Manager. The Contractor shall furnish a new certificate prior to any change or cancellation date. The failure of the Contractor to deliver a new and valid certificate will result in suspension of all payments until the new certificate is furnished.

17.4. Precaution shall be exercised at all times for the protection of persons (including employees) and property.

18. METHOD OF ORDERING:

18.1 The County may use two (2) different methods of placing orders from the final contract:

Purchase Orders (PO's) and approved County procurement cards.

18.2. A Purchase Order (PO) may be issued to the contractor on behalf of the County agency ordering the items/services covered under this contract. An issued PO will become part of the resulting contract. The purchase order indicates that sufficient funds have been obligated as required by Title 15.2-1238 of the Code of the Commonwealth of Virginia.

18.3. Procurement Card orders and payments may also be made by the use of a Fairfax County or Fairfax County Public Schools "Procurement" Card. The Procurement Card is currently a Master Card. Contractors are encouraged to accept this method of receiving orders.

18.4. Regardless of the method of ordering used, solely the contract and any modification determine performance time and dates.

Exhibit 3 2i0

RFP2000001701

SPECIAL PROVISIONS

18.5. Performance under this contract is not to begin until receipt of the purchase order, Procurement Card order, or other notification to proceed by the County Purchasing Agent and/or County agency to proceed. Purchase requisitions shall not be used for placing orders.

19. REPORTS AND INVOICING:

19.1. The Contractor must maintain all records in compliance with federal and state regulations.

The Contractor(s) must submit to each program administrator, monthly statistical reports and an annual tabulated report.

19.2. The Contractor must invoice each County department using the final contract separately.

Invoices for all users of the contract must meet County requirements, unless otherwise indicated. The Contractor must send each department an itemized monthly invoice (or as agreed to between the parties), which must include the information listed below:
a.
b.
c.
d.
e.
f.

Employee name;
The name of the County department;
Date of services
Contract and/or Purchase order number;
The type of services; and,
The itemized cost for each item/service.

19.3. County departments must receive monthly invoices by the 10th of each month following the month the Contractor provided the service. In addition, the Contractor will provide each County department a monthly and year-to-date utilization report which lists all information shown above in paragraph 19.2, a -f. The Contractor will mail the invoices and the utilization reports to the individuals identified in the final contract.

20. PAYMENTS:

20.1 The County will pay the Contractor based upon completion, acceptance, and approval by the County.

21. CHANGES:

21.1. Fairfax County may, at any time, by written order, require changes in the services to be performed by the Contractor. If such changes cause an increase or decrease in the Contractors cost of, or time required for, performance of any services under this contract, an equitable adjustment shall be made and the contract shall be modified in writing accordingly.

The County Purchasing Agent must approve all work that is beyond the scope of this Request for Proposal.

21.2. No services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written authorization of the Fairfax County Purchasing Agent.

22. DELAYS AND SUSPENSIONS:

22.1. The County may direct the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time deemed appropriate for the convenience of the County. The County will extend the Contractor's time of completion by a period of time that in the discretion of the Purchasing Agent is reasonably suited for completion of work.

The County may further amend the contract by mutual agreement for any increase in the cost of performance of the contract (excluding profit) resulting solely from the delay or suspension of the contract. No adjustment shall be made under this clause for any delay or interruption resulting from any other cause, including the fault or negligence of the Contractor.

22.2. If the County does not direct the Contractor, in writing, to suspend, delay, or interrupt the contract, the Contractor must give the County Purchasing Agent written notice if Fairfax County fails to provide data or services that are required for contract completion by the Contractor. The County may extend the Contractor's time of completion by a period of time Exhibit 3 21

RFP2000001701

SPECIAL PROVISIONS
that in the discretion of the Purchasing Agent is reasonably suited for completion of work.

22.3. The Contractor shall continue its work on other phases of the project or contract, if in the sole discretion of the Purchasing Agent such work is not impacted by the County's delay, suspension, or interruption. All changes to the work plan or project milestones shall be reflected in writing as a contract amendment.

23. ACCESS TO AND INSPECTION OF WORK:

23.1. The Fairfax County Purchasing Agent and using agencies will, at all times, have access to the work being performed under this contract wherever it may be in progress or preparation.

24. PROJECT AUDITS:

24.1. The Contractor shall maintain books, records and documents of all costs and data in support of the services provided. Fairfax County or its authorized representative shall have the right to audit the books, records and documents of the contractor under the following conditions:
a. If the contract is terminated for any reason in accordance with the provisions of these contract documents in order to arrive at equitable termination costs; b. In the event of a disagreement between the contractor and the County on the amount due the Contractor under the terms of this contract;
c. To check or substantiate any amounts invoiced or paid which are required to reflect the costs of services, or the Contractor's efficiency or effectiveness under this contract; and, d. If it becomes necessary to determine the County's rights and the contractor's obligations under the contract or to ascertain facts relative to any claim against the Contractor that may result in a charge against the County.

24.2. These provisions for an audit shall give Fairfax County unlimited access during normal working hours to the Contractor's books and records under the conditions stated above.

24.3. Unless otherwise provided by applicable statute, the contractor, from the effective date of final payment or termination hereunder, shall preserve and make available to Fairfax County for a period of three (3) years thereafter, at all reasonable times at the office of the Contractor but without direct charge to the County, all its books, records documents and other evidence bearing on the costs and expenses of the services relating to the work hereunder.

24.4. Fairfax County's right to audit and the preservation of records shall terminate at the end of three (3) years as stated herein. The Contractor shall include this "Right of Audit and Preservation of Records" clause in all subcontracts issued by it and they shall require same to be inserted by all lower tier subcontractors in their subcontracts, for any portion of the work.

24.5. Should the Contractor fail to include this clause in any such contract or lower tier contract, or otherwise fail to insure Fairfax County's rights hereunder, the Contractor shall be liable to Fairfax County for all reasonable costs, expenses and attorney's fees which Fairfax County may have to incur in order to obtain an audit or inspection of or the restoration of records which would have otherwise been available to Fairfax County from said persons under this clause. Such audit may be conducted by Fairfax County or its authorized representative.

Exhibit 3 22

Rev. 08/2013
RFP2000001701

SPECIAL PROVISIONS

25. DATA SOURCES:

25.1. The County will provide the Contractor all available data possessed by the County that relates to this contract. However, the Contractor is responsible for all costs for acquiring other data or processing, analyzing or evaluating County data.

26. SAFEGUARDS OF INFORMATION:

26.1. Unless approved in writing by the County Purchasing Agent, the Contractor may not sell or give to any individual or organization any information, reports, or other materials given to, prepared or assembled by the Contractor under the final contract.

27. ORDER OF PRECEDENCE:

27.1. In the event of conflict, the Acceptance Agreement (provided at contract award) and the Special Provisions of this contract shall take precedence over the General Conditions and Instructions to Bidders, (Appendix A).

28. SUBCONTRACTING:

28.1. If one or more subcontractors are required, the contractor is encouraged to utilize small, minority -owned, and women -owned business enterprises. For assistance in finding subcontractors, contact the Virginia Department of Business Assistance http://www.dba.state.va.us; the Virginia Department of Minority Business Enterprise http://www.dmbe.state.va.us/; local chambers of commerce and other business organizations.

28.2. As part of the contract award, the prime contractor agrees to provide the names and addresses of each subcontractor, that subcontractor's status as defined by Fairfax County, as a small, minority -owned and/or woman -owned business, and the type and dollar value of the subcontracted goods/services provided. Reference Appendix B to this solicitation.

29. USE OF CONTRACT BY OTHER PUBLIC BODIES:

29.1. Reference Paragraph 75, General Conditions and Instructions to Bidders, Cooperative Purchasing. Offerors are advised that the resultant contract(s) may be extended, with the authorization of the Offeror, to other public bodies, or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing and payment. The County of Fairfax acts only as the "Contracting Agent" for these public bodies.

29.2. It is the Contractors responsibility to notify the public body(s) of the availability of the contract(s).

29.3. Other public bodies desiring to use this contract will need to make their own legal determinations as to whether the use of this contract is consistent with their laws, regulations, and other policies.

29.4. Each public body has the option of executing a separate contract with the Contractor(s).

Public bodies may add terms and conditions required by statute, ordinances, and regulations, to the extent that they do not conflict with the contracts terms and conditions. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body.

Exhibit 3

29.5. Fairfax County shall not be held liable for any costs or damages incurred by another public body as a result of any award extended to that public body by the Contractor. 2�3

RFP2000001701

SPECIAL PROVISIONS

30. NEWS RELEASE BY VENDORS:

30.1. As a matter of policy, the County does not endorse the products or services of a contractor.

News releases concerning any resultant contract from this solicitation will not be made by a contractor without the prior written approval of the County. All proposed news releases will be routed to the Purchasing Agent for review and approval.

31. AMERICANS WITH DISABILITIES ACT REQUIREMENTS:

31.1. Fairfax County Government is fully committed to the Americans with Disabilities Act (ADA) which guarantees non-discrimination and equal access for persons with disabilities in employment, public accommodations, transportation, and all County programs, activities and services. Fairfax County government contractors, subcontractors, vendors, and/or suppliers are subject to this ADA policy. All individuals having any County contractual agreement must make the same commitment. Your acceptance of this contract acknowledges your commitment and compliance with ADA.

31.2. Fairfax County is committed to a policy of nondiscrimination in all County programs, services, and activities and will provide reasonable accommodations upon request. Bidders requesting special accommodations should call the Department ADA representative at (703) 324-3201 or TTY 1-800-828-1140. Please allow seven (7) working days in advance of the event to make the necessary arrangements.

32. HIPAA COMPLIANCE:

32.1. Fairfax County Government has designated certain health care components as covered by the Health Insurance Portability and Accountability Act of 1996. The successful vendor will be designated a business associate pursuant to 45 CFR part 164.504(e) of those agencies identified as health care components of the County, including the Fairfax -Falls Church Community Services Board, upon award of contract. The successful vendor shall be required to execute a Fairfax County Business Associate Agreement and must adhere to all relevant federal, state, and local confidentiality and privacy laws, regulations, and contractual provisions of that agreement. These laws and regulations include, but are not limited to: (1) HIPAA — 42 USC 201, et seq., and 45 CFR Parts 160 and 164; and (2) Va Code — Title 32A, Health, § 32.1-1 et seq. The vendor shall have in place appropriate administrative, technical, and physical safeguards to ensure the privacy and confidentiality of protected health information.

32.2. Further information regarding HIPAA Compliance is available on the County's website at http://www.fairfaxcounty.gov/HIPAA .

33. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER:

33.1 Pursuant to Code of Virginia, §2.2-4311.2 subsection B, a bidder or offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its bid or proposal the identification number issued to it by the State Corporation Commission (SCC). Any bidder or offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. Any bidder or offeror that fails to provide the required information may not receive an award.

Exhibit 3

RFP2000001701
Appendix A

COUNTY OF FAIRFAX

COMMONWEALTH OF VIRGINIA

GENERAL CONDITIONS AND INSTRUCTIONS TO BIDDERS
(Vendor: The general rules and conditions which follow apply to all purchases and become a definite part of each formal solicitation and resulting contract award issued by the DEPARTMENT OF PURCHASING & SUPPLY MANAGEMENT, unless otherwise specified. Bidders or their authorized representatives are expected to inform themselves fully as to the conditions, requirements, and specifications before submitting bids; failure to do so will be at the bidder's own risk and relief cannot be secured on the plea of error.)
Subject to all State and local laws, policies, resolutions, and regulations and all rules, regulations and limitations imposed by legislation of the Federal Government, bids on all solicitations issued by the DEPARTMENT OF PURCHASING & SUPPLY MANAGEMENT will bind bidders to applicable conditions and requirements herein set forth unless otherwise specified in the solicitation.

I. AUTHORITY -The Purchasing Agent has the sole responsibility and authority for negotiating, placing and when necessary modifying every solicitation, contract and purchase order (except for capital construction projects) issued by the County of Fairfax.

In the discharge of these responsibilities, the Purchasing Agent may be assisted by assigned buyers. Unless specifically delegated by the County Purchasing Agent, no other County officer or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the government of the County of Fairfax for an indebtedness. Any purchase ordered or contract made which is contrary to these provisions and authorities shall be of no effect and void and the County shall not be bound thereby.

2. DEFINITIONS -
AGENCY: Any Department, Agency, Authority, Commission, Board or other unit in the Administrative Service of the County.

BEST VALUE: As predetermined in the solicitation, means the overall combination of quality, price, and various elements of required services that in total are optimal relative to a public body's needs.

BID: The offer of a bidder to provide specific goods or services at specified prices and/or other conditions specified in the solicitation.

BIDDER/OFFEROR: Any individual, company, firm, corporation, partnership or other organization bidding on solicitations issued by the Purchasing Agent and offering to enter into contracts with the County. The term "bidder" will be used throughout this document and shall be construed to mean "offeror" where appropriate.

CONSULTANT SERVICES: Any type of services required by the County, but not furnished by its own employees, which is in its nature so unique that it should be obtained by negotiation on the basis of demonstrated competence and qualification for the type of service required and at fair and reasonable compensation, rather than by competitive sealed bidding.

CONTRACTOR: Any individual, company, firm, corporation, partnership or other organization to whom an award is made by the County.

COUNTY: County of Fairfax.

GOODS: All material, equipment, supplies, printing, and automated data processing/information technology hardware and software.

INFORMALITY: A minor defect or variation of a bid or proposal from the exact requirements of the invitation to bid or the request for proposal which does not affect the price, quality, quantity or delivery schedule for the goods, services or construction being procured.

INVITATION FOR BID (IFB): A request which is made to prospective suppliers (bidders) for their quotation on goods or services desired by the County. The issuance of an IFB will contain or incorporate by reference the specifications and contractual terms and conditions applicable to the procurement.

PROFESSIONAL SERVICES: Any type of professional service performed by an independent contractor within the practice of accounting, actuarial services, architecture, dentistry, land surveying, landscape architecture, law, medicine, optometry, pharmacy, or professional engineering (which shall be procured as set forth in the Code of Virginia §2.2-4301 in the definition of competitive negotiation at paragraph 3 (a), and in conformance with the Fairfax County Purchasing Resolution).

PURCHASING AGENT: The Purchasing Agent employed by the Board of Supervisors of Fairfax County, Virginia.

QUICK QUOTE (QQ): A method of competitive bidding for the purchase or lease of goods, non professional services or for the purchase of insurance, construction, or construction management when the estimated cost thereof shall be less the $50,000.

REQUEST FOR PROPOSAL (RFP): A request for an offer from prospective offerors which will indicate the general terms which are sought to be procured from the offeror. The RFP will specify the evaluation factors to be used and will contain or incorporate by reference other contractual terms and conditions applicable to the procurement.

RESPONSIBLE BIDDER/OFFEROR: An individual, company, firm, corporation, partnership or other organization having the Exhibit 3
2�5

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders
capability in all respects to perform fully the contract requirements, and also having the moral and business integrity and reliability which will assure good faith performance, and having been prequalified, if required. (Reference paragraph 24, General Conditions and Instructions to Bidders).

RESPONSIVE BIDDER/OFFEROR: An individual, company, firm, corporation, partnership or other organization having submitted a bid which conforms in all material respects to the invitation for bid or request for proposal.

SERVICES: Any work performed by an independent contractor wherein the service rendered does not consist primarily of acquisition of equipment or materials, or the rental of equipment, materials and supplies.

SOLICITATION: The process of notifying prospective bidders that the County wishes to receive bids on a set of requirements to provide goods or services. The notification of County requirements may consist of public advertising (newspaper, County Web Site, or other electronic notification), the mailing of Notices of Solicitation, Invitation for Bid (IFB) or Request for Proposal (RFP), the public posting of notices, issuance of an Open Market Procurement (OMP), or telephone calls to prospective bidders.

STATE: Commonwealth of Virginia.

CONDITIONS OF BIDDING

3. BID FORMS -Unless otherwise specified in the solicitation, all bids shall be submitted on the forms provided, to include the bid Cover Sheet and Pricing Schedule(s), properly signed in ink in the proper spaces and submitted in a sealed envelope or package.

The item pages of the Pricing Schedule which do not include any items for which a bid is required need not be included in the submission of a bid.

Should the bid prices and/or any other submissions differ on the copy of the submitted bid, the ORIGINAL copy shall prevail.

4. LATE BIDS & MODIFICATIONS OF BIDS -
a. Any bid/modification received at the office designated in the solicitation after the exact time specified for receipt of the bid/modification is considered a late bid/modification. A late bid/modification will not be considered for award except under the following conditions only:

1. It was sent by registered or certified mail not later than the fifth (5th) calendar date prior to the date specified for receipt of the bid/modification; or

2. The bid/modification was sent by mail and it is determined by the County Purchasing Agent that the late receipt was due solely to mishandling by the County after receipt at the address specified in the solicitation. b. If an emergency or unanticipated event or closing interrupts or suspends normal County business operations so that bids cannot be received at the County office designated for receipt of bids by the exact time specified in the solicitation, the due date/time specified for receipt of bids will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal County business operations resume. c. The official time used for receipt of bids/modifications is the Bid Clerk's time and date stamp clock located in the Department of Purchasing and Supply Management. All bidders are responsible for ensuring all bids/modifications are received prior to the scheduled due date/time.
d. A late hand -carried bid, or any other late bid not submitted by mail, shall not be considered for award.

5. WITHDRAWAL OF BIDS -
a. A bidder for a public construction contract, other than a contract for construction or maintenance of public highways, may withdraw his or her bid from consideration if the price bid was substantially lower than the other bids due solely to a mistake therein, provided the bid was submitted in good faith, and the mistake was a clerical mistake as opposed to a judgment mistake, and was actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of a bid, which unintentional arithmetic error or unintentional omission can be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn. If a bid contains both clerical and judgment mistakes, a bidder may withdraw his bid from consideration if the price bid would have been substantially lower than the other bids due solely to the clerical mistake, that was an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of a bid which shall be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn. The bidder shall give notice in writing to the Purchasing Agent of his or her claim of right to withdraw his or her bid within two (2) business days after the conclusion of the bid opening procedure and shall submit original work papers with such notice. b. A bidder for a contract other than for public construction may request withdrawal of his or her bid under the following circumstances:

1. Requests for withdrawal of bids prior to opening of such bids shall be transmitted to the County Purchasing Agent in writing.

Exhibit 3 2�6

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders

2. Requests for withdrawal of bids after opening of such bids but prior to award shall be transmitted to the County Purchasing Agent, in writing, accompanied by full documentation supporting the request. If the request is based on a claim of error, documentation must show the basis of the error. Such documentation may take the form of supplier quotations, vendor work sheets, etc. If bid bonds were tendered with the bid, the County may exercise its right of collection.
c. No bid may be withdrawn under this paragraph when the result would be the awarding of the contract on another bid of the same bidder or of another bidder in which the ownership of the withdrawing bidder is more than five percent. d. If a bid is withdrawn under the authority of this paragraph, the lowest remaining bid shall be deemed to be the low bid. e. No bidder who is permitted to withdraw a bid shall, for compensation, supply any material or labor to or perform any subcontract or other work agreement for the person or firm to whom the contract is awarded or otherwise benefit, directly or indirectly, from the performance of the project for which the withdrawn bid was submitted.

If the county denies the withdrawal of a bid under the provisions of this paragraph, it shall notify the bidder in writing stating the reasons for its decision and award the contract to such bidder at the bid price, provided such bidder is a responsible and responsive bidder.
g.

Work papers, documents, and materials submitted in support of a withdrawal of bids may be considered as trade secrets or proprietary information subject to the conditions of the Virginia Freedom of Information Act.

6. ERRORS IN BIDS -When an error is made in extending total prices, the unit bid price will govern. Erasures in bids must be initialed by the bidder. Carelessness in quoting prices, or in preparation of bid otherwise, will not relieve the bidder. Bidders are cautioned to recheck their bids for possible error. Errors discovered after public opening cannot be corrected and the bidder will be required to perform if his or her bid is accepted.

7. MAILING OF BIDS — All bids and proposals submitted in response to a Fairfax County solicitation shall be submitted in a sealed envelope or package identified with the solicitation number, title, bidder's name and address, and due date/time of opening/closing clearly marked on the outside of such envelope or package.

8. COMPLETENESS -To be responsive, a bid must include all information required by the solicitation.

9. ACCEPTANCE OF BIDS/BINDING 90 DAYS -Unless otherwise specified, all formal bids submitted shall be binding for ninety (90) calendar days following bid opening date, unless extended by mutual consent of all parties.

10. CONDITIONAL BIDS -Conditional bids are subject to rejection in whole or in part.

11. BIDS FOR ALL OR PART -Unless otherwise specified by the County Purchasing Agent or by the bidder, the Purchasing Agent reserves the right to make award on all items in the aggregate or on any of the items on an individual basis, whichever is in the best interest of the County. A bidder may restrict his or her bid to consideration in the aggregate by so stating but shall name a single unit price on each item bid. Any bid in which the bidder names a total price for all the articles without quoting a unit price for each and every separate item may not be considered for award.

12. AREA BIDS -For the purchase and delivery of certain goods and services the County may be divided into Areas (e.g., Areas I, II, II I, and IV). When such goods and services are included in the Pricing Schedule, bidders may bid on all areas or an individual area. A map showing the areas of the County will be furnished with the solicitation when required.

13. TIME FOR RECEIVING BID -Bids received prior to the time of opening will be securely kept, unopened. The representative of the Purchasing Agent assigned to open them will decide when the specified time has arrived, and no bid received thereafter will be considered, except as provided in paragraph 4, General Conditions and Instructions to Bidders. No responsibility will attach to the Purchasing Agent or his or her representative for the premature opening of a bid not properly addressed and identified. Unless specifically authorized in the solicitation, telegraphic, electronic, or facsimile bids/modifications will not be considered.

14. BID OPENING -All bids received in response to an Invitation for Bid (IFB) will be opened at the date, time and place specified, read publicly, and made available for inspection as provided in paragraph 68, General Conditions and Instructions to Bidders.

Tabulations of bids received are posted on the Department of Purchasing & Supply Management Bulletin Board as well as the County's web site: http://www.fairfaxcounty.gov/dpsm/bidtab.htm.Proposals received in response to a Request for Proposal (RFP) will be made available as provided in paragraph 68, General Conditions and Instructions to Bidders.

15. OMISSIONS & DISCREPANCIES -Any items or parts of any equipment listed in this solicitation which are not fully described or are omitted from such specification, and which are clearly necessary for the completion of such equipment and its appurtenances, shall be considered a part of such equipment although not directly specified or called for in the specifications.

Should a bidder find discrepancies or ambiguities in, or omissions from, the solicitation, including the drawings and/or specifications, he or she shall notify the Purchasing Agent at least five (5) days prior to the date set for the opening of bids. If necessary, the Purchasing Agent will send a written addendum for clarification to all bidders no later than three (3) days before the date set for opening of bids. Notifications regarding specifications will not be considered if received within five days of the date set for opening of bids.

16. RESPONSE TO SOLICITATIONS -In the event a vendor cannot submit a bid on a solicitation, he or she is requested to return the solicitation cover sheet with an explanation as to why he or she is unable to bid on these requirements.

Exhibit 3
F)7

RFP2OOO0O1701
Appendix A
General Conditions and Instructions to Bidders

17. BIDDER INTERESTED IN MORE THAN ONE BID -If more than one bid is offered by any one party, either directly or by or in the name of his or her clerk, partner, or other persons, all such bids may be rejected. A party who has quoted prices on work, materials, or supplies to a bidder is not thereby disqualified from quoting prices to other bidders or firms submitting a bid directly for the work, materials or supplies.

18. TAX EXEMPTION -The County is exempt from the payment of any federal excise or any Virginia sales tax. The price bid must be net, exclusive of taxes. However, when under established trade practice any federal excise tax is included in the list price, a bidder may quote the list price and shall show separately the amount of federal tax, either as a flat sum or as a percentage of the list price, which shall be deducted by the County. Fairfax County's Federal Excise Tax Exemption Number is 54-74-0127K.

Contractors located outside the Commonwealth of Virginia are advised that when materials are picked up by the County at their place of business, they may charge and collect their own local/state sales tax. Materials used in the performance of construction contracts are subject to Virginia Sales/Use Tax as described in Section 630-10-27J of the Virginia Retail Sales and Use Tax Regulations.

19. PROHIBITION AGAINST UNIFORM PRICING -The County Purchasing Agent shall encourage open and competitive bidding by all possible means and shall endeavor to obtain the maximum degree of open competition on all purchase transactions using the competitive sealed bidding, competitive negotiation, or open market methods of procurement. In submitting a bid each bidder shall, by virtue of submitting a bid, guarantee that he or she has not been a party with other bidders to an agreement to bid a fixed or uniform price. Violation of this implied guarantee shall render void the bids of participating bidders. Any disclosure to or acquisition by a competitive bidder, in advance of the opening of the bids, of the terms or conditions of the bid submitted by another competitor may render the entire proceedings void and may require re -advertising for bids.

SPECIFICATIONS

20. QUESTIONS CONCERNING SPECIFICATIONS -Any information relative to interpretation of specifications and drawings shall be requested of the Purchasing Agent, in writing, in ample time before the opening of bids. No inquiries, if received by the Purchasing Agent within five (5) days of the date set for the opening of bids, will be given any consideration. Any material interpretation of a specification, as determined by the County Purchasing Agent, will be expressed in the form of an addendum to the specification which will be sent to all prospective bidders no later than three (3) days before the date set for receipt of bids. Oral answers will not be authoritative.

21. BRAND NAME OR EQUAL ITEMS -Unless otherwise provided in the invitation for bid, the name of a certain brand, make or manufacturer does not restrict bidders to the specific brand, make or manufacturer named; it conveys the general style, type, character, and quality of the article desired, and any article which the County in its sole discretion determines to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted.

22. FORMAL SPECIFICATIONS -When a solicitation contains a specification which states no substitutes, no deviation therefrom will be permitted and the bidder will be required to furnish articles in conformity with that specification.

The bidder shall abide by and comply with the true intent of the specifications and not take advantage of any unintentional error or omission, but shall fully complete every part as the true intent and meaning of the specifications and drawings. Whenever the mention is made of any articles, material, or workmanship to be in accordance with laws, ordinances, building codes, underwriter's codes, A.S.T.M. regulations or similar expressions, the requirements of these laws, ordinances, etc., shall be construed as to the minimum requirements of these specifications.

23. FEDERAL SPECIFICATIONS -Any Federal Specifications referred to herein may be obtained from the GSA Federal Supply Service Bureau - Specification Section, 470 East L'Enfant Plaza, S.W., Suite #8100, Washington, D.C. 20407 (Voice: 1-202-619- 8925, Fax: 1-202-619-8978).

AWARD

24. AWARD OR REJECTION OF BIDS -The Purchasing Agent shall award the contract to the lowest responsive and responsible bidder complying with all provisions of the IFB, provided the bid price is reasonable and it is in the best interest of the County to accept it. Awards made in response to a RFP will be made to the highest qualified offeror whose proposal is determined, in writing, to be the most advantageous to the County taking into consideration the evaluation factors set forth in the RFP. The Purchasing Agent reserves the right to award a contract by individual items, in the aggregate, or in combination thereof, or to reject any or all bids and to waive any informality in bids received whenever such rejection or waiver is in the best interest of the County. Award may be made to as many bidders as deemed necessary to fulfill the anticipated requirements of Fairfax County. The Purchasing Agent also reserves the right to reject the bid of a bidder deemed to be a non -responsible bidder.

In determining the responsibility of a bidder, the following criteria will be considered:
a. The ability, capacity and skill of the bidder to perform the contract or provide the service required; b. Whether the bidder can perform the contract or provide the service promptly, or within the time specified, without delay or interference;
c. The character, integrity, reputation, judgment, experience and efficiency of the bidder; d. The quality of performance of previous contracts or services; e. The previous and existing compliance by the bidder with laws and ordinances relating to the contract or services; f. The sufficiency of the financial resources and ability of the bidder to perform the contract or provide the service; g. The quality, availability and adaptability of the goods or services to the particular use required; h. The ability of the bidder to provide future maintenance and service for the use of the subject of the contract; i. The number and scope of the conditions attached to the bid; Exhibit 3 2q8

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders
j. Whether the bidder is in arrears to the County on debt or contract or is a defaulter on surety to the County or whether the bidder's County taxes or assessments are delinquent; and k. Such other information as may be secured by the County Purchasing Agent having a bearing on the decision to award the contract. If an apparent low bidder is not awarded a contract for reasons of nonresponsibility, the County Purchasing Agent shall so notify that bidder and shall have recorded the reasons in the contract file.

25. NOTICE OF ACCEPTANCE/CONTRACT DOCUMENTS -A written award (or Acceptance Agreement) mailed (or otherwise furnished) to the successful bidder within the time for acceptance specified in the solicitation shall be deemed to result in a binding contract. The following documents which are included in the solicitation shall be incorporated by reference in the resulting contract and become a part of said contract:
a. County of Fairfax Solicitation Form/Acceptance Agreement (Cover Sheet) and other documents which may be incorporated by reference, if applicable,
b. General Conditions and Instructions to Bidders,
c. Special Provisions and Specifications,
d. Pricing Schedule,
e. Any Addenda/Amendments/Memoranda of Negotiations

26. TIE -BIDS — If all bids are for the same total amount or unit price (including authorized discounts and delivery times), and if the public interest will not permit the delay of readvertisement for bids, the County Purchasing Agent is authorized to award the contract to the resident Fairfax County tie bidder whose firm has its principal place of business in the County, or if there be none, to the resident Virginia tie bidder, or if there be none, to one of the tie bidders by drawing lots in public; or the County Purchasing Agent may purchase the goods or services in the open market except that the price paid shall not exceed the lowest contract bid price submitted for the same goods or services. The decision of the County to make award to one or more such bidders shall be final.

27. PROMPT PAYMENT DISCOUNT -
a. Unless otherwise specified in the solicitation, prompt payment discounts requiring payment in less than fifteen (15) days will not be considered in evaluating a bid for award. However, even though not considered in the evaluation, such discounts will be taken if payment is to be made within the discount period. b. In connection with any discount offered, time will be computed from the date of delivery of the supplies to the carrier when delivery, inspection and acceptance are at the point of origin; or, from date of delivery, inspection and acceptance at destination; or, from date correct invoice or voucher is received in the office specified by the County, if the latter is later than the date of acceptance. In the event the bidder does not indicate a prompt payment discount, it shall be construed to mean NET 30 days.

For the purpose of earning the discount, payment is deemed to be made as of the date of mailing of the County check or issuance of an Electronic Funds Transfer.

28. INSPECTION -ACCEPTANCE -For determining acceptance of supplies in accordance with the provisions of the prompt payment discount paragraph, inspection and acceptance shall be accomplished only after examination (including testing) of supplies and services to determine whether the supplies and services conform to the contract requirements. Acceptance shall occur only after receipt and inspection provided such inspection, as appropriate, is accomplished within a reasonable time.

29. DEFINITE BID QUANTITIES -Where definite quantities are specifically stated, acceptance will bind the County to order quantities specified and to pay for, at contract prices, all such supplies or services delivered that meet specifications and conditions of the contract. However, the County will not be required to accept delivery of any balances unordered, as of the contract expiration date, unless the Contractor furnished the Purchasing Agent with a statement of unordered balances not later than ten (10) days after the termination date of the contract.

30. REQUIREMENT BID QUANTITIES -On "Requirement" bids, acceptance will bind the County to pay for, at unit bid prices, only quantities ordered and delivered. Where the County specifies estimated quantities, the Contractor shall not be required to deliver more than ten (10) percent in excess of the estimated quantity of each item, unless otherwise agreed upon.

CONTRACT PROVISIONS

31. TERMINATION OF CONTRACTS -Contracts will remain in force for full periods specified and/or until all articles ordered before date of termination shall have been satisfactorily delivered and accepted and thereafter until all requirements and conditions shall have been met, unless:
a. Terminated prior to expiration date by satisfactory deliveries of entire contract requirements, or upon termination by the County for Convenience or Cause.
b. Extended upon written authorization of the Purchasing Agent and accepted by Contractor, to permit ordering of unordered balances or additional quantities at contract prices and in accordance with contract terms.

32. TERMINATION FOR CONVENIENCE -A contract may be terminated in whole or in part by the County in accordance with this clause whenever the County Purchasing Agent shall determine that such a termination is in the best interest of the County. Any such termination shall be effected by delivery to the Contractor at least five (5) working days prior to the termination date of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. An equitable adjustment in the contract price shall be made for completed service, but no amount shall be allowed for anticipated profit on unperformed services.

Exhibit 3
��9

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders

33. TERMINATION OF CONTRACT FOR CAUSE -
a. If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner his or her obligations under this contract, or if the Contractor violates any of the covenants, agreements, or stipulations of this contract, in addition to the County's remedies under the contract and all other rights available at law or in equity, the County shall have the right to immediately terminate this contract. Such termination shall be effected by delivering a notice of termination to the Contractor at any time specifying the effective date of such termination. In such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents.
b. Notwithstanding the above, the Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of contract by the Contractor for the purpose of set off until such time as the exact amount of damages due to the County from the Contractor is determined.

34. CONTRACT ALTERATIONS -No alterations in the terms of a contract shall be valid or binding upon the County unless made in writing and signed by the Purchasing Agent or his or her authorized agent.

35. SUBLETTING OF CONTRACT OR ASSIGNMENT OF CONTRACT FUNDS -It is mutually understood and agreed that the Contractor shall not assign, transfer, convey, sublet or otherwise dispose of his or her contractual duties to any other person, firm or corporation, without the previous written consent of the Purchasing Agent. If the Contractor desires to assign his or her right to payment of the contract, Contractor shall notify the Purchasing Agent immediately, in writing, of such assignment of right to payment. In no case shall such assignment of contract relieve the Contractor from his or her obligations or change the terms of the contract.

36. FUNDING -A contract shall be deemed binding only to the extent of appropriations available to each Agency for the purchase of goods and services.

37. DELIVERY/SERVICE FAILURES -Failure of a Contractor to deliver goods or services within the time specified, or within reasonable time as interpreted by the Purchasing Agent, or failure to make replacements/corrections of rejected articles/services when so requested, immediately or as directed by the Purchasing Agent, shall constitute authority for the Purchasing Agent to purchase in the open market articles/services of comparable grade/quality to replace the services, articles rejected, and/or not delivered. On all such purchases, the Contractor shall reimburse the County, within a reasonable time specified by the Purchasing Agent, for any expense incurred in excess of contract prices. Such purchases shall be deducted from the contract quantities if applicable. Should public necessity demand it, the County reserves the right to use or consume articles delivered or services performed which are substandard in quality, subject to an adjustment in price to be determined by the Purchasing Agent.

38. NON -LIABILITY -The Contractor shall not be liable in damages for delay in shipment or failure to deliver when such delay or failure is the result of fire, flood, strike, the transportation carrier, act of God, act of Government, act of an alien enemy or by any other circumstances which, in the Purchasing Agent's opinion, are beyond the control of the Contractor. Under such circumstances, however, the Purchasing Agent may, at his or her discretion, cancel the contract.

39. NEW GOODS, FRESH STOCK-AII Contractors, unless otherwise specifically stated, shall provide new commodities, fresh stock, latest model, design or pack.

40. NON -DISCRIMINATION -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, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such Contractor is an equal opportunity employer.
c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. d. The Contractor will include the provisions of the foregoing paragraphs a, b, and c above in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor. e. Contractor and Subcontractor hereunder shall, throughout the term of this contract, comply with the Human Rights Ordinance, Chapter 11 of the Code of the County of Fairfax, Virginia, as reenacted or amended.

41. SMALL AND MINORITY BUSINESS UTILIZATION
a. It is the policy of the County of Fairfax as declared by the Fairfax County Board of Supervisors' adoption of a Small and Minority Business Enterprise Program, April 6, 1981, that Fairfax County and its employees undertake every effort to increase opportunity for utilization of small or minority businesses in all aspects of procurement to the maximum extent feasible.

B Where it is practicable for any portion of the awarded contract to be subcontracted to other suppliers, the contractor is encouraged to offer such subcontracting opportunities to small, women and minority businesses. c. Where Federal grants or monies are involved it is the policy of Fairfax County, through its agents and employees, to comply with the requirements set forth in the U.S. Office of Management and Budget Circular No. A-102, uniform administrative requirements for Grants and Cooperative Agreements with State and Local Governments, as they pertain to small and minority business utilization.

Exhibit 3 2�0

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders

42. GUARANTEES & WARRANTIES-AII guarantees and warranties required shall be furnished by the Contractor and shall be delivered to the Purchasing Agent before final payment on the contract is made. Unless otherwise stated, manufacturer's standard warranty applies.

43. PRICE REDUCTION -If at any time after the date of the bid the Contractor makes a general price reduction in the comparable price of any material covered by the contract to customers generally, an equivalent price reduction based on similar quantities and/or considerations shall apply to this contract for the duration of the contract period (or until the price is further reduced). Such price reduction shall be effective at the same time and in the same manner as the reduction in the price to customers generally. For purpose of this provision, a "general price reduction" shall mean any horizontal reduction in the price of an article or service offered (1) to Contractor's customers generally, or (2) in the Contractor's price schedule for the class of customers, i.e., wholesalers, jobbers, retailers, etc., which was used as the basis for bidding on this solicitation. An occasional sale at a lower price, or sale of distressed merchandise at a lower price, would not be considered a "general price reduction" under this provision. The Contractor shall submit his or her invoice at such reduced prices indicating on the invoice that the reduction is pursuant to the "Price Reduction" provision of the contract documents. The Contractor in addition will within ten days of any general price reduction notify the Purchasing Agent of such reduction by letter. FAILURE TO DO SO MAY REQUIRE TERMINATION OF THE CONTRACT. Upon receipt of any such notice of a general price reduction, all ordering offices will be duly notified by the Purchasing Agent.

The Contractor, if requested, shall furnish, within ten days after the end of the contract period, a statement certifying either (1) that no general price reduction, as defined above, was made after the date of the bid, or (2) if any such general price reductions were made, that as provided above, they were reported to the Purchasing Agent within ten (10) days and ordering offices were billed at the reduced prices. Where one or more such general price reductions were made, the statement furnished by the Contractor shall include with respect to each price reduction (1) the date when notice of any such reduction was issued, (2) the effective date of the reduction, and (3) the date when the Purchasing Agent was notified of any such reduction.

44. CHANGES -Should it become proper or necessary in the execution of this contract to make any change in design, or to make any alterations which will increase the expense, the Purchasing Agent shall determine an equitable adjustment. No payment shall be made to the Contractor for any extra material or services, or of any greater amount of money than stipulated to be paid in the contract, unless some changes in or additions to the contract requiring additional outlay by the Contractor shall first have been expressly authorized and ordered in writing by contract amendment or otherwise furnished by the Purchasing Agent.

45. PLACING OF ORDERS -Orders against contracts will be placed with the Contractor on a Purchase Order (or Procurement Card) executed and released by the Purchasing Agent or his or her designee. The Purchase Order must bear the appropriate contract number and date. Where Blanket Purchase Agreements (BPAs) have been executed and a Blanket Purchase Order has been released by the Purchasing Agent, telephonic orders may be placed directly with the Contractor by authorized personnel in the ordering Agency.

DELIVERY PROVISIONS

46. SHIPPING INSTRUCTIONS - CONSIGNMENT -Unless otherwise specified in the solicitation each case, crate, barrel, package, etc., delivered under the contract must be plainly stenciled or securely tagged, stating the Contractor's name, purchase order number, and delivery address as indicated in the order. Where shipping containers are to be used, each container must be marked with the purchase order number, name of the Contractor, the name of the item, the item number, and the quantity contained therein.

Deliveries must be made within the hours of 8:00 AM - 3:00 PM. Deliveries at any other time will not be accepted unless specific arrangements have been previously made with the receiver at the delivery point. No deliveries will be accepted on Saturdays, Sundays and holidays, unless previous arrangements have been made. It shall be the responsibility of the Contractor to insure compliance with these instructions for items that are drop -shipped.

47. RESPONSIBILITY FOR SUPPLIES TENDERED -Unless otherwise specified in the solicitation, the Contractor shall be responsible for the materials or supplies covered by the contract until they are delivered at the designated point, but the Contractor shall bear all risk on rejected materials or supplies after notice of rejection. Rejected materials or supplies must be removed by and at the expense of the Contractor promptly after notification of rejection, unless public health and safety require immediate destruction or other disposal of rejected delivery. If rejected materials are not removed by the Contractor within ten (10) days after date of notification, the County may return the rejected materials or supplies to the Contractor at his or her risk and expense or dispose of them as its own property.

48. INSPECTIONS -Inspection and acceptance of materials or supplies will be made after delivery at destinations herein specified unless otherwise stated. If inspection is made after delivery at destination herein specified, the County will bear the expense of inspection except for the value of samples used in case of rejection. Final inspection shall be conclusive except in regard to latent defects, fraud or such gross mistakes as to amount to fraud. Final inspection and acceptance or rejection of the materials or supplies will be made as promptly as practicable, but failure to inspect and accept or reject materials or supplies shall not impose liability on the County for such materials or supplies as are not in accordance with the specifications.

49. COMPLIANCE -Delivery must be made as ordered and in accordance with the solicitation or as directed by the Purchasing Agent when not in conflict with the bid. The decision of the Purchasing Agent as to reasonable compliance with delivery terms shall be final. Burden of proof of delay in receipt of goods by the purchaser shall rest with the Contractor. Any request for extension of time of delivery from that specified must be approved by the Purchasing Agent, such extension applying only to the particular item or shipment affected. Should the Contractor be delayed by the County, there shall be added to the time of completion a time equal to the period of such delay caused by the County. However, the contractor shall not be entitled to claim damages or extra compensation for such delay or suspension. These conditions may vary for construction contracts. See Special Provisions for the individual solicitation.

50. POINT OF DESTINATION-AII materials shipped to the County must be shipped F.O.B. DESTINATION unless otherwise stated in the contract or purchase order. The materials must be delivered to the "Ship to" address indicated on the purchase order.

Exhibit 3 21

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders

51. ADDITIONAL CHARGES -Unless bought F.O.B. "shipping point" and Contractor prepays transportation, no delivery charges shall be added to invoices except when express delivery is authorized and substituted on orders for the method specified in the contract. In such cases, difference between freight or mail and express charges may be added to invoice.

52. METHOD AND CONTAINERS -Unless otherwise specified, goods shall be delivered in commercial packages in standard commercial containers, so constructed as to ensure acceptance by common or other carrier for safe transportation to the point of delivery. Containers become the property of the County unless otherwise specified by bidder.

53. WEIGHT CHECKING -Deliveries shall be subject to re -weighing over official sealed scales designated by the County.

Payments shall be made on the basis of net weight of materials delivered. Normal shrinkage may be allowed in such instances where shrinkage is possible. Net weights only, exclusive of containers or wrapping, shall be paid for by the County.

54. DEMURRAGE AND RE -SPOTTING -The County will be responsible for demurrage charges only when such charges accrue because of the County's negligence in unloading the materials. The County will pay railroad charges due to the re -spotting of cars, only when such re -spotting is ordered by the County.

55. REPLACEMENT -Materials or components that have been rejected by the Purchasing Agent, in accordance with the terms of a contract, shall be replaced by the Contractor at no cost to the County.

56. PACKING SLIPS OR DELIVERY TICKETS -All shipments shall be accompanied by Packing Slips or Delivery Tickets and shall contain the following information for each item delivered:

1. The Purchase Order Number,

2. The Name of the Article and Stock Number (Supplier's),

3. The Fairfax County Identification Number (FCIN), if specified in the order,

4. The Quantity Ordered,

5. The Quantity Shipped,

6. The Quantity Back Ordered,

7. The Name of the Contractor.

Contractors are cautioned that failure to comply with these conditions shall be considered sufficient reason for refusal to accept the goods.

BILLING

57. BILLING -Billing for the Fairfax County Public Schools and for County agencies: Unless otherwise specified on the contract or purchase order (PO), invoices are to be submitted, in DUPLICATE, for each purchase order immediately upon completion of the shipment or services. If shipment is made by freight or express, the original Bill of Lading, properly receipted, must be attached to the invoice. Invoices should be mailed to the "BILL TO" address on the PO or to the appropriate address specified in the contract.

PAYMENTS

58. PAYMENT -Payment shall be made after satisfactory performance of the contract, in accordance with all of the provisions thereof, and upon receipt of a properly completed invoice. Fairfax County reserves the right to withhold any or all payments or portions thereof for Contractor's failure to perform in accordance with the provision of the contract or any modifications thereto.

59. PARTIAL PAYMENTS -Unless otherwise specified, partial payments will be made upon acceptance of materials or services so invoiced if in accordance with completion date. However, up to 5 percent (5%) of the value of the entire order may be retained until completion of contract.

60. PAYMENT FOR EQUIPMENT, INSTALLATION, AND TESTING -When equipment requires installation (which shall also be interpreted to mean erection and/or setting up or placing in position, service, or use) and test, and where such installation or testing is delayed, payment may be made on the basis of 50% of the contract price when such equipment is delivered on the site. A further allowance of 25% may be made when the equipment is installed and ready for test. The balance shall be paid after the equipment is tested and found to be satisfactory. If the equipment must be tested, but installation is not required to be made by the Contractor or if the equipment must be installed but testing is not required, payment may be made on the basis of 75% at the time of delivery and the balance shall be paid after satisfactory test or installation is completed.

GENERAL

61. GENERAL GUARANTY -Contractor agrees to:
a. Save the County, its agents and employees harmless from liability of any nature or kind for the use of any copyrighted or uncopyrighted composition; secret process, patented or unpatented; invention; article or appliance furnished or used in the performance of a contract for which the Contractor is not the patentee, assignee, licensee or owner. b. Protect the County against latent defective material or workmanship and to repair or replace any damages or marring occasioned in transit or delivery.
c. Furnish adequate protection against damage to all work and to repair damages of any kind to the building or equipment, to his or her own work or to the work of other contractors, for which his or her workers are responsible. d. Pay for all permits, licenses and fees and give all notices and comply with all laws, ordinances, rules and regulations of the County.
e. Protect the County from loss or damage to County owned property while it is in the custody of the Contractor.

Exhibit 3 2g2

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders

62. SERVICE CONTRACT GUARANTY -Contractor agrees to:
a. Furnish services described in the solicitation and resultant contract at the times and places and in the manner and subject to conditions therein set forth provided that the County may reduce the said services at any time. b. Enter upon the performance of services with all due diligence and dispatch, assiduously press to its complete performance, and exercise therein the highest degree of skill and competence. c. All work and services rendered in strict conformance to all laws, statues, and ordinances and the applicable rules, regulations, methods and procedures of all government boards, bureaus, offices and other agents. d. Allow services to be inspected or reviewed by an employee of the County at any reasonable time and place selected by the County. Fairfax County shall be under no obligation to compensate Contractor for any services not rendered in strict conformity with the contract.
e. Stipulate that the presence of a County Inspector shall not lessen the obligation of the Contractor for performance in accordance with the contract requirements, or be deemed a defense on the part of the Contractor for infraction thereof.

The Inspector is not authorized to revoke, alter, enlarge, relax, or release any of the requirements of the contract documents. Any omission or failure on the part of the Inspector to disapprove or reject any work or material shall not be construed to be an acceptance of any such defective work or material. Notification of an omission or failure will be documented by the Purchasing Agent.

63. INDEMNIFICATION -Contractor shall indemnify, keep and save harmless the County, its agents, officials, employees and volunteers against claims of injuries, death, damage to property, theft, patent claims, suits, liabilities, judgments, cost and expenses which may otherwise accrue against the County in consequence of the granting of a contract or which may otherwise result therefrom, if it shall be determined that the act was caused through negligence or error, or omission of the Contractor or his or her employees, or that of the subcontractor or his or her employees, if any; and the Contractor shall, at his or her own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; and if any judgment shall be rendered against the County in any such action, the Contractor shall, at his or her own expense, satisfy and discharge the same. Contractor expressly understands and agrees that any performance bond or insurance protection required by this contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County as herein provided.

64. OFFICIALS NOT TO BENEFIT -
a. Each bidder or offeror shall certify, upon signing a bid or proposal, that to the best of his or her knowledge no Fairfax County official or employee having official responsibility for the procurement transaction, or member of his or her immediate family, has received or will receive any financial benefit of more than nominal or minimal value relating to the award of this contract. If such a benefit has been received or will be received, this fact shall be disclosed with the bid or proposal or as soon thereafter as it appears that such a benefit will be received. Failure to disclose the information prescribed above may result in suspension or debarment, or rescission of the contract made, or could affect payment pursuant to the terms of the contract.
b. Whenever there is reason to believe that a financial benefit of the sort described in paragraph "a" has been or will be received in connection with a bid, proposal or contract, and that the contractor has failed to disclose such benefit or has inadequately disclosed it, the County Executive, as a prerequisite to payment pursuant to the contract, or at any other time, may require the Contractor to furnish, under oath, answers to any interrogatories related to such possible benefit. c. In the event the bidder or offeror has knowledge of benefits as outlined above, this information should be submitted with the bid or proposal. If the above does not apply at time of award of contract and becomes known after inception of a contract, the bidder or offeror shall address the disclosure of such facts to the Fairfax County Purchasing Agent, 12000 Government Center Parkway, Suite 427, Fairfax, Virginia 22035-0013. Relevant Invitation/Request for Proposal Number (see cover sheet) should be referenced in the disclosure.

65. LICENSE REQUIREMENT-AII firms doing business in Fairfax County, shall obtain a license as required by Chapter 4, Article 7, of The Code of the County of Fairfax, Virginia, as amended, entitled "Business, Professional and Occupational Licensing (BPOL) Tax." Questions concerning the BPOL Tax should be directed to the Department of Tax Administration, telephone (703) 222-8234 or visit: http://www.fairfaxcounty.qov/dta/business tax.htm. The BPOL Tax number must be indicated in the space provided on the Cover Sheet, "Fairfax License Tax No." when appropriate.

66. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a Fairfax County pursuant to the Fairfax County Purchasing Resolution shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. Fairfax County may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

67. COVENANT AGAINST CONTINGENT FEES -The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For violation of this warranty, the County shall have the right to terminate or suspend this contract without liability to the County or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

68. VIRGINIA FREEDOM OF INFORMATION ACT-AII proceedings, records, contracts and other public records relating to procurement transactions shall be open to the inspection of any citizen, or any interested person, firm or corporation, in accordance with the Virginia Freedom of Information Act (Reference Section 4.D., of the Fairfax County Purchasing Resolution) Exhibit 3
2g3

RFP2000001701
Appendix A
General Conditions and Instructions to Bidders

BIDDER/CONTRACTOR REMEDIES

69. INELIGIBILITY -
a. Any person or firm suspended or debarred from participation in County procurement shall be notified in writing by the County Purchasing Agent.

1. The Notice of Suspension shall state the reasons for the actions taken and such decision shall be final unless the person or firm appeals within thirty (30) days of receipt of the Notice by instituting legal action as provided in the Code of Virginia.

2. The Notice of Debarment shall state the reasons for the actions taken and the decision shall be final unless the person or firm appeals within thirty (30) days of receipt of the notice by instituting legal action as provided in the Code of Virginia.
b. The County Purchasing Agent shall have the authority to suspend or debar a person or firm from bidding on any contract for the causes stated below:

1. Conviction for commission of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of such contract or subcontract;

2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a County contractor;

3. Conviction under the state or federal antitrust statutes arising out of the submission of bids or proposals;

4. Violation of contract provisions, as set forth below, of a character which is regarded by the County Purchasing Agent to be so serious as to justify suspension or debarment action:
(a) failure without good cause to perform in accordance with the specifications or within the time limit provided in the contract; or
(b) a recent record of failure to perform or of unsatisfactory performance in accordance with the terms of one or more contracts; provided, that failure to perform or unsatisfactory performance caused by acts beyond the control of the contractor shall not be considered to be a basis for suspension or debarment;

5. Any other cause the County Purchasing Agent determines to be so serious and compelling as to affect responsibility as a contractor, such as debarment by another governmental entity for any cause listed herein, or because of prior reprimands;

6. The contractor has abandoned performance or been terminated for default on any other Fairfax County project;

7. The contractor is in default on any surety bond or written guarantee on which Fairfax County is an obligee. c. If, upon appeal, it is determined that the action taken by the County Purchasing Agent was arbitrary or capricious, or not in accordance with the Constitution of Virginia, statutes or regulations, the sole relief available to the person or firm shall be restoration of eligibility. The person or firm may not institute legal action until all statutory requirements have been met.

70. APPEAL OF DENIAL OF WITHDRAWAL OF BID -
a. A decision denying withdrawal of a bid submitted by a bidder or offeror shall be final and conclusive unless the bidder appeals the decision within ten (10) days after receipt of the decision by instituting legal action as provided in the Code of Virginia. The bidder or offeror may not institute legal action until all statutory requirements have been met. b. If no bid bond was posted, a bidder refused withdrawal of bid under the provisions of Article 2, Section 4 a.9, of the Fairfax County Purchasing Resolution, prior to appealing, shall deliver to the County a certified check or cash bond in the amount of the difference between the bid sought to be withdrawn and the next low bid. Such security shall be released only upon a final determination that the bidder was entitled to withdraw the bid. c. If, upon appeal, it is determined that the decision refusing withdrawal of the bid was arbitrary or capricious, the sole relief shall be withdrawal of the bid.

71. APPEAL OF DETERMINATION OF NONRESPONSIBILITY-
a. Any bidder who, despite being the apparent low bidder, is determined not to be a responsible bidder for a particular County contract shall be notified in writing by the County Purchasing Agent. Such notice shall state the basis for the determination, which shall be final unless the bidder appeals the decision within ten (10) days of receipt of the notice by instituting legal action as provided in the Code of Virginia. The bidder may not institute legal action until all statutory requirements have been met.

Exhibit 3
94 RFP2000001701
Appendix A
General Conditions and Instructions to Bidders
b. If, upon appeal, it is determined that the decision of the County Purchasing Agent was arbitrary or capricious and the award for the particular County contract in question has not been made, the sole relief available to the bidder shall be a finding that the bidder is a responsible bidder for the County contract in question. Where the award has been made and performance has begun, the County may declare the contract void upon a finding that this action is in the best interest of the public. Where a contract is declared void, the performing contractor shall be compensated for the cost of performance up to the time of such declaration. In no event shall the performing contractor be entitled to lost profits.

72. PROTEST OF AWARD OR DECISION TO AWARD -
a. Any bidder or offeror may protest the award or decision to award a contract by submitting a protest in writing to the County Purchasing Agent, or an official designated by the County of Fairfax, no later than ten (10) days after the award or the announcement of the decision to award, whichever occurs first. Any potential bidder or offeror on a contract negotiated on a sole source or emergency basis who desires to protest the award or decision to award such contract shall submit such protest in the same manner no later than ten days after posting or publication of the notice of such contract as provided in Article 3, Section 4, of the Fairfax County Purchasing Resolution. However, if the protest of any actual or potential bidder or offeror depends in whole or in part upon information contained in public records pertaining to the procurement transaction which are subject to inspection under Article 2, Section 4d of the Fairfax County Purchasing Resolution, then the time within which the protest must be submitted shall expire ten days after those records are available for inspection by such bidder or offeror under Article 2, Section 4d, or at such later time as provided herein. No protest shall lie for a claim that the selected bidder or offeror is not a responsible bidder or offeror. The written protest shall include the basis for the protest and the relief sought. The County Purchasing Agent shall issue a decision in writing within ten (10) days of the receipt of the protest stating the reasons for the action taken. This decision shall be final unless the bidder or offeror appeals within ten (10) days of receipt of the written decision by instituting legal action as provided in the Code of Virginia. b. If prior to award it is determined that the decision to award is arbitrary or capricious, then the sole relief shall be a finding to that effect. The County Purchasing Agent shall cancel the proposed award or revise it to comply with the law. If, after an award, it is determined that an award of a contract was arbitrary or capricious, then the sole relief shall be as hereinafter provided. Where the award has been made but performance has not begun, the performance of the contract may be declared void by the County. Where the award has been made and performance has begun, the County Purchasing Agent may declare the contract void upon a finding that this action is in the best interest of the County. Where a contract is declared void, the performing contractor shall be compensated for the cost of performance at the rate specified in the contract up to the time of such declaration. In no event shall the performing contractor be entitled to lost profits. c. Pending final determination of a protest or appeal, the validity of a contract awarded and accepted in good faith in accordance with this article shall not be affected by the fact that a protest or appeal has been filed. d. An award need not be delayed for the period allowed a bidder or offeror to protest, but in the event of a timely protest, no further action to award the contract will be taken unless there is a written determination that proceeding without delay is necessary to protect the public interest or unless the bid or offer would expire.

73. CONTRACTUAL DISPUTES -
a. Any dispute concerning a question of fact as a result of a contract with the County which is not disposed of by agreement shall be decided by the County Purchasing Agent, who shall reduce his decision to writing and mail or otherwise forward a copy to the contractor within ninety (90) days. The decision of the County Purchasing Agent shall be final and conclusive unless the contractor appeals within six (6) months of the date of the final written decision by instituting legal action as provided in the Code of Virginia. A contractor may not institute legal action, prior to receipt of the County Purchasing Agent's decision on the claim, unless the County Purchasing Agent fails to render such decision within the time specified. b. Contractual claims, whether for money or other relief, shall be submitted in writing no later than sixty days after final payment; however, written notice of the contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

74. LEGAL ACTION -No bidder, offeror, potential bidder or offeror, or contractor shall institute any legal action until all statutory requirements have been met.

75. COOPERATIVE PURCHASING -The County may participate in, sponsor, conduct or administer a cooperative procurement agreement on behalf of or in conjunction with one or more other public bodies, or public agencies or institutions or localities of the several states, of the United States or its territories, or the District of Columbia, for the purpose of combining requirements to increase efficiency or reduce administrative expenses in any acquisition of goods and services. Except for contracts for professional services, a public body may purchase from another public body's contract even if it did not participate in the request for proposal (RFP) or invitation for bid (IFB), if the RFP or IFB specified that the procurement was being conducted on behalf of other public bodies. Nothing herein shall prohibit the assessment or payment by direct or indirect means of any administrative fee that will allow for participation in any such arrangement.

76. PROFESSIONAL AFFILIATION -The Department of Purchasing & Supply Management holds membership in the National Institute of Governmental Purchasing, Inc., a non-profit, educational and technical organization that includes among its goals and objectives the study, discussion, and recommendation of improvements in governmental purchasing and the interchange of ideas and experiences on local state, and national governmental purchasing problems.

Exhibit 3
2�5

RFP2OOO0O1701
Appendix A
General Conditions and Instructions to Bidders

77. DRUG FREE WORKPLACE -During the performance of a contract, the contractor agrees to (i) provide a drug -free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug -free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. For the purposes of this section, "drug -free workplace" means a site for the performance of work done in conjunction with a specific contract awarded to a contractor in accordance with this section, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

78. VENUE: This contract and its terms, including, but not limited to, the parties' obligations under it, the performance due from each party under it, and the remedies available to each party for breach of it, shall be governed by, construed and interpreted in accordance with the laws of the Commonwealth of Virginia. Any jurisdiction's choice of law, conflict of laws, rules, or provisions, including those of the Commonwealth of Virginia that would cause the application of any laws other than those of the Commonwealth of Virginia shall not apply. Any and all disputes, claims and causes of action arising out of or in connection with this contract or any performance hereunder, shall be brought in the applicable court of Fairfax County, Virginia, or in the United States District Court, Eastern District of Virginia, Alexandria Division.

79. IMMIGRATION REFORM AND CONTROL ACT: Contractor agrees that it does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986.

80. CONTRACTOR NOT TO BENEFIT: Contractor agrees that the goods and/or services provided to Fairfax County pursuant to this Agreement are for the benefit of Fairfax County and that Contractor shall not undertake any actions or efforts stemming from or related to this Agreement that shall inure to the detriment of Fairfax County. Any information provided to the Contractor for the performance of this Contract shall not be used for any other purpose without the written consent of the Purchasing Agent.

APPROVED:
/S/ David P. Bobzien

COUNTY ATTORNEY
/S/ Cathy A. Muse

COUNTY PURCHASING AGENT
Exhibit 3 2g6

RFP2000001701
Appendix B

OFFEROR DATA SHEET
NAME OF OFFEROR:

ADDRESS:

E-MAIL ADDRESS:

Name and e-mail addresses of both service and fiscal representatives (Key Personnel) who would handle this account.

Service Representative:

Telephone Number: ( )
E -Mail Address:

Fiscal Representative:

Telephone Number: ( )
E -Mail Address:

Payment Address, if different from above:

Fairfax County Bidder or Supplier Number (if applicable) (Note: Vendors can register for the number above at: www.fairfaxcounty.gov/vendorportal) 40 Exhibit 3 297

RFP2000001701
Appendix B

VIRGINIA STATE CORPORATION COMMISSION (SCC)

REGISTRATION INFORMATION
The bidder:
❑ is a corporation or other business entity with the following SCC identification number:
-OR-
❑ is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -OR-
❑ is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the bidder in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from bidder's out-of-state location) -OR- ❑ is an out-of-state business entity that is including with this bid/proposal an opinion of legal counsel which accurately and completely discloses the undersigned bidder's current contacts with Virginia and describes why whose contacts do not constitute the transaction of business in Virginia within the meaning of § 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code of Virginia.

Please check the following box if you have not checked any of the foregoing options but currently have pending before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC identification number after the due date for bids: ❑ 41 Exhibit 3 298

RFP2000001701
Appendix B

BUSINESS, PROFESSIONAL AND OCCUPATIONAL LICENSE
All firms located or operating in Fairfax County must obtain a Business, Professional and Occupational License (BPOL) as required by Chapter 4, Article 7, of the Code of the County of Fairfax, Virginia. In order for the Department of Tax Administration to determine your BPOL requirement prior to contract award, it is necessary for you to provide the following information:
• If you currently have a Fairfax County business license, please submit a copy with your proposal.
• Do you have an office in: Virginia
Fairfax County
❑ Yes
❑ Yes
• Date business began/will begin work in Fairfax County ❑ No
❑ No
A detailed description of the business activity that will take place in Fairfax County. If business is located outside of Fairfax County, give the percentage of work actually to be done in the County Signature Date
Complete and return this form or a copy of your current Fairfax County Business License with your proposal.
42 Exhibit 3 299

RFP2000001701
Appendix B

CERTIFICATION REGARDING DEBARMENT OR SUSPENSION
In compliance with contracts and grants agreements applicable under the U.S. Federal Awards Program, the following certification is required by all offerors submitting a proposal in response to this Request for Proposal:

1. The Offeror certifies, to the best of its knowledge and belief, that neither the Offeror nor its Principals are suspended, debarred, proposed for debarment, or declared ineligible for the award of contracts from the United States federal government procurement or nonprocurement programs, or are listed in the List of Parties Excluded from Federal Procurement and Nonprocurement Programs issued by the General Services Administration.

2. "Principals," for the purposes of this certification, means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions).

3. The Offeror shall provide immediate written notice to the Fairfax County Purchasing Agent if, at any time prior to award, the Offeror learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. This certification is a material representation of fact upon which reliance will be placed when making the award. If it is later determined that the Offeror rendered an erroneous certification, in addition to other remedies available to Fairfax County government, the Fairfax County Purchasing Agent may terminate the contract resulting from this solicitation for default.

Printed Name of
Representative:

Signature/Date: /
Company Name:

Address:

City/State/Zip:

SSN or TIN No:
43 Exhibit 3 300

RFP2000001701
Appendix B
Certification Regarding Ethics in Public Contracting
In submitting this bid or proposal, and signing below, Bidder/Offeror certifies the following in connection with a bid, proposal, or contract:

Check one:

1. I have not given any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal or minimal value to any public employee or official have official responsibility for a procurement transaction.

2. I have given a payment, loan, subscription, advance, deposit of money, services or anything of more than nominal or minimal value to a public employee or official have official responsibility for a procurement transaction, but I received consideration in substantially equal or greater value in exchange.

If 2 is selected, please complete the following:

Recipient:

Date of Gift:

Description of the gift and its value:

Description of the consideration received in exchange and its value:

Printed Name of Bidder/Offeror Representative:

Signature/Date: /
Company Name:

Company Address:

City/State/Zip:

This certification supplements but does not replace the requirements set forth in paragraph 64 (OFFICIALS NOT TO BENEFIT) of the General Conditions and Instructions to Bidders included in this solicitation.
\\s 17PROLAW PGC01 \Documents\128407\SAH\671335.docx
44 Exhibit 3 301

RFP2000001701
Appendix B

BUSINESS CLASSIFICATION

DEFINITIONS
Small Business — means a business, independently owned or operated by one or more individuals who are U.S. citizens or legal resident aliens, and together with affiliates, has 250 or fewer employees, or average annual gross receipts of $10 million or less averaged over the previous three years. One or more of the individual owners shall control both the management and daily business operations of the small business.

Minority -Owned Business - means a business concern that is at least 51 % owned by one or more minority individuals who are U.S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals who are U.S. citizens or legal resident aliens, and both the management and daily business operations are controlled by one or more minority individuals.

Woman -Owned Business — means a business that is at least 51% owned by one or more women who are U.S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are U.S. citizens or legal resident aliens, and both the management and daily business operations are controlled by one or more women.

YOU MUST CLASSIFY YOUR BUSINESS/ORGANIZATION BY MARKING THE APPROPRIATE BOXES ON THE COVER SHEET (DPSM32). This designation is required of all business/organizations including publicly traded corporations, non -profits, sheltered work shops, government organizations, partnerships, sole proprietorships, etc.
45 Exhibit 3 302

RFP2000001701
Appendix B

SUBCONTRACTOR (S) NOTIFICATION FORM
Contract Number/Title:

COUNTY OF FAIRFAX

DEPARTMENT OF PURCHASING & SUPPLY MANAGEMENT

SMALL AND MINORITY BUSINESS ENTERPRISE PROGRAM
12000 Government Center Parkway, Suite 427
Fairfax, Virginia 22035-0013
Fax: 703-324-3228
Prime Contractors Name:

Prime Contractor's Classification:

You are required to provide the County with names, addresses, anticipated dollar amount and small/minority classification of each first -tier subcontractor (ref. paragraph 28, Special Provisions). Please complete this form and return it with your submission.

Please check here if you are not using a subcontractor:

SUBCONTRACTOR(S)
NAME

STREET ADDRESS
CITY
STATE

ZIP CODE

ANTICIPATED DOLLAR
AMOUNT
VENDOR

CLASSIFICATION
Complete and return this form with your proposal.

Exhibit 3
303
46 RFP2000001701
Appendix C

REFERENCES
Provide 3 references, preferably public agencies, where Products or Services have been performed in the last 12 months. If additional space is required, provide on a separate sheet.

Reference 1
Company Name: Phone:

Contact: Email:

Title: Address:

Description of technology products and solutions provided:

Contract Award Date: Completion Date:

Initial Contract Amount: $ Final Contract Amount: $
************************************************************************************* Reference 2
Company Name: Phone:

Contact: Email:

Title: Address:

Description of technology products and solutions provided:

Contract Award Date: Completion Date:

Initial Contract Amount: $ Final Contract Amount: $
************************************************************************************ Reference 3
Company Name: Phone:

Contact: Email:

Title: Address:

Description of technology products and solutions provided:

Contract Award Date: Completion Date:

Initial Contract Amount: $ Final Contract Amount: $
************************************************************************************ 47 Exhibit 3 304

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION

COMMITMENTS
U.S. Communities views the relationship with an awarded Supplier as an opportunity to provide maximum benefit to both the Participating Public Agencies and to the Supplier.

The successful foundation of the partnership requires commitments from both U.S.

Communities and the Supplier. U.S. Communities requires the Supplier to make the four commitments set forth below (Corporate, Pricinc, Economy, Sales) to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies:
(a) Corporate Commitment.
(I) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier's primary contractual offering of Products and Services to Public Agencies. All of Supplier's direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier's primary offering and not just one of Supplier's contract options.
(ii) Supplier's sales force (including inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies.
(iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. (iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. (v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier's senior executive management. (vi) Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier's Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier's staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier -based internet web page dedicated to Supplier's U.S.

Communities program and linked to U.S. Communities' website and shall implement and support such web page.
(vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements.

National/Senior management is defined as the executive(s) with companywide authority. (viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state's request.

Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. 48 Exhibit 3 305

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
(b) Pricing Commitment.
(I) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier's pricing shall be evaluated on either an overall project basis or the Public Agency's actual usage for more frequently purchased Products and Services.
(ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency's unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency's purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier's obligation to match the pricing under Supplier's contracts offering lower prices.
(A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state.
(B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members.
(C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.
(iii) Deviating Buyinc Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier's pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end -user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. (iv) Supplier's Options in Respondinc to a Third Party
Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation:
(A) Supplier may opt not to respond to the procurement
solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses.
49 Exhibit 3 306

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
(B) Supplier may respond with the pricing, terms and
conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement.
(C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies.
(D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. (E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. (c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations.
(d) Sales Commitment. Supplier shall market the Master Agreement through Supplier's sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier's primary offering to Public Agencies. Supplier's sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. (i) Supplier Sales. Supplier shall be responsible for proactive direct sales of Supplier's Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged. All of Supplier's sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non-exclusive, revocable, non -transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S.

Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier's name and logo in connection with the advertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S.

Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the best government pricing, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.
(ii) Brandinc and Loco Compliance. Supplier shall be responsible 50 Exhibit 3 307

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S.

Communities for review and approval.
(iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train regional or district managers and generally assist with the education of sales personnel. (iv) Participating Public Acency Access. Supplier shall establish the following communication links to facilitate customer access and communication:
(A) A dedicated U.S. Communities internet web -based
homepage containing:
(1) U.S. Communities standard logo with Founding
Co -Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any
amendments;
(4) Summary of Products and Services pricing;
(5) Electronic link to U.S. Communities' online
registration page; and
(6) Other promotional material as requested by U.S.

Communities.
(B) A dedicated toll -free national hotline for inquiries regarding U.S. Communities.
(C) A dedicated email address for general inquiries in the following format: uscommunities@(name of
supplier).com.
(v) Electronic Recistration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities' online registration process prior to processing the Public Agency's first sales order. (vi) Supplier's Performance Review. Upon request by U.S.

Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier's performance of the covenants set forth in this Agreement. (vii) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non- exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party.
51 Exhibit 3 308

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
U.S. COMMUNITIES ADMINISTRATION AGREEMENT INSTRUCTIONS
The Supplier is required to execute the U.S. Communities Administration Agreement unaltered (attached hereto as Appendix F) prior to the award of the U.S. Communities contract. The Agreement outlines the Supplier's general duties and responsibilities in implementing the U.S.

Communities contract.

The executed U.S. Communities Administration Agreement is required to be submitted with the supplier's proposal without exception or alteration. Failure to do so will result in disqualification.
52 Exhibit 3 309

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION

SUPPLIER WORKSHEET FOR NATIONAL PROGRAM CONSIDERATION
Suppliers are required to meet specific qualifications. Please respond in the spaces provided after each qualification statement below:

A. State if pricing for all Products/Services offered will be the most competitive pricing offered by your organization to Participating Public Agencies nationally.

YES NO
B. Does your company have the ability to provide service to any Participating Public Agencies in the contiguous 48 states, and the ability to deliver service in Alaska and Hawaii?
YES NO
C. Does your company have a national sales force, dealer network or distributor with the ability to call on Participating Public Agencies in at least 35 U.S. states? YES NO
D. Did your company have sales greater than $100 million last year in the United States? YES NO
E. Does your company have existing capacity to provide electronic and ecommerce ordering and billing?
YES NO
F. Will your company assign a dedicated Senior Management level Account Manager to support the resulting U.S. Communities program contract? YES NO
G. Does your company agree to respond to all agency referrals from U.S. Communities within 2 business days?
YES NO
H. Does your company maintain records of your overall Participating Public Agencies' sales that you can and will share with U.S. Communities to monitor program implementation progress?
YES NO
I. Will your company commit to the following program implementation schedule? YES NO
J. Will the U.S. Communities program contract be your lead public offering to Participating Public Agencies?
YES NO
Submitted by:
(Printed Name) (Signature)
(Title) (Date)
53 Exhibit 3 310

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION

NEW SUPPLIER IMPLEMENTATION CHECKLIST
New Supplier Implementation Checklist

1. First Conference CaII
Initial Kick Off CaII to discuss expectations
Establish initial contact people & roles/responsibilities Supplier Log -In Credentials established
Target
Completion
After
Award
One Week

2. Executed Legal Documents
U.S. Communities Admin Agreement
Lead Public Agency Agreement signed
One Week

3. Program Contact Requirements
Supplier contacts communicated to U.S. Communities Staff Dedicated email
Dedicated toll free number
Dedicated fax number
One Week

4. Second Conference Call
Set Contract Launch Date & Outline Kick Off Plan
Establish WebEx Training Dates
Review Contract Commitments
Complete Supplier Set Up Form
Complete User Account and User ID Form
Identify Dates for Senior Management Meeting
Two Weeks

5. Marketing Kick Off CaII
Overview of Marketing Requirements
Establish Timeline for Marketing Deliverables
Set Weekly Marketing Call
Two Weeks

6. Initial NAM & Staff Training Meetings
Discuss expectations, roles & responsibilities
Introduce and review web -based tools
Review process & expectations of Lead Referral contact with NAM & identified LRC
Three
Weeks

7. Senior Management Meeting
Implementation Process Progress Report
U.S. Communities & Vendor Organizational Overview
Supplier Manager to review & further discuss commitments Four
Weeks

8. Review Top Joint Target Opportunities
Top 10 Local Contracts
Review top U.S. Communities PPA's
Five Weeks
Exhibit 3
54 311

RFP2000001701

APPENDIX D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION

9. Web Development
Initiate IT contact
Initiate E -Commerce Conversation
Product Upload to U.S. Communities site
Two Weeks
Two Weeks
Five Weeks

10. Sales Training & Roll Out
Program Manager briefing - Coordinate with NAM
Initial remote WebEx training for all sales - Coordinate with NAM Initiate contact with Advisory Board (AB) members
Determine PM & Local Metro teams strategy sessions
Five Weeks
Four Weeks
Six Weeks
Six Weeks
Exhibit 3
55 312

RFP2000001701
Appendix D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
Please respond to the following requests for information about your company:

Company

1. Provide the total number and location of sales persons employed by your company in the United States.

Example:

NUMBER OF SALES

REPRESENTATIVES
CITY
STATE
13 Phoenix
AZ
6 Tucson
AZ
10 Los Angeles
CA
12 San Francisco
CA
6 San Diego
CA
5 Sacramento
CA
3 Fresno
CA
Etc.

Etc.

Total: 366

2. Describe how the above sales persons would be utilized in selling this contract, including the time commitment each sales person will devote to selling this contract.

3. Provide the company annual sales for 2012, 2013 and 2014 in the United States; Sales reporting should be segmented into the following categories:

SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2012, 2013, AND 2014 Segment
2012 Sales
2013 Sales
2014 Sales
Cities
Counties
K-12 (Pubic/Private)
Higher Education (Public/Private)
States
Other Public Sector and Nonprofits
Federal
Private Sector
Total Supplier Sales

4. Provide annual sales for 2012, 2013 and 2014 in the United States for the proposed Products and/or Services; Sales reporting should be segmented into the following categories:
56 Exhibit 3 313

RFP2000001701
Appendix D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2012, 2013, AND 2014 Segment
2012 Sales
2013 Sales
2014 Sales
Cities
Counties
K-12 (Pubic/Private)
Higher Education (Public/Private)
States
Other Public Sector and Nonprofits
Federal
Private Sector
Total Supplier Sales

5. Submit your current Federal Identification Number and latest Dun & Bradstreet report.

6. Provide a list with contact information of your company's ten largest public agency customers. U.S. Communities Advisory Board Members are to be excluded from the list provided.

Distribution

1. Describe how your company proposes to distribute the Products nationwide.

2. Identify all other companies that will be involved in processing, handling or shipping the Product to the end user.

3. State the effectiveness of the proposed distribution in providing the lowest cost to the end user.

4. Provide the number, size and location of your company's distribution facilities, warehouses and retail network as applicable.

5. Provide the number and location of support centers (if applicable).

6. If applicable, describe your company's ability to do business with manufacturer/dealer/distribution organizations that are either small or MWBE businesses as defined by the Small Business Administration.
a. If applicable, describe other ways your company can be sensitive to a Participating Public Agency's desire to utilize local and/or MWBE companies, such as number of local employees and offices in a particular geographic area, companies your firm is using that may be local (i.e. local delivery truck company), your company's diversity of owner employees, etc.
b. If applicable, provide details on any products or services being offered by your company where the manufacturer or service provider is either a small or MWBE business as defined by the Small Business Administration. Provide product/service name, company name and small/MWBE designation. 57 Exhibit 3 314

RFP2000001701
Appendix D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
Marketing

1. Outline your company's plan for marketing the Products to state and local government agencies nationwide.

2. Explain how your company will educate its national sales force about the Master Agreement.

3. Explain how your company will market and transition the Master Agreement into the primary offering to Participating Public Agencies.

4. Explain how your company plans to market the Master Agreement to existing government customers and transition these customers to the Master Agreement. Please provide the amount of purchases of existing public agency clients that your company will transition to the U.S. Communities contract for the initial three years of the contract in the following format within your proposal.
a.
b.
c.

National Staffing Plan
.00 will be transitioned in year one.
.00 will be transitioned in year two.
.00 will be transitioned in year three.

A staffing plan is required which describes the Offeror's proposed staff distribution to implement and manage this contract throughout the term of the contract. At a minimum, this plan should include the following:
a. Identify the key personnel who will lead and support the implementation period of the contract outlined in Appendix D, New Supplier Implementation Checklist, along with the amount of time to be devoted to implementation;
b. Identify the key personnel who are to be engaged in this contract throughout the term of the contract and their relationship to the contracting organization; c. Provide a chart that shows 1) the time commitment of each professional staff member that will be devoted to the contract, 2) each member's role in maintaining and growing the contract; and 3) a timeline of each member's involvement throughout the contract.

2. Provide an organizational chart of your company.

3. Submit the resumes of the below personnel:
a. The person your company proposes to serve as the National Accounts Manager, b. Each person that will be dedicated full time to U.S. Communities account management, and
c. Key executive personnel that will be supporting the program. 58 Exhibit 3 315

RFP2000001701
Appendix D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION
Products, Services and Solutions

1. Provide a description of the Products, Services and Solutions to be provided by the major product category set forth in Introduction and Background, Paragraph 5, General Definition of Products and Services of the RFP. The primary objective is for each Supplier to provide its complete product, service and solutions offerings so that Participating Public Agencies may order a range of product as appropriate for their needs.

2. Describe any special programs that your company offers that will improve customers' ability to access Products, on -time delivery or other innovative strategies.

3. Describe the capacity of your company to broaden the scope of the contract and keep the product offerings current and ensure that latest products, standards and technology for the Products and Services.

Quality

1. Describe your company's quality control processes.

2. Describe your problem escalation process.

3. How are customer complaints measured and categorized? What processes are in place to know that a problem has been resolved?

4. Describe and provide all product or service warranties.

Administration

1. Describe your company's capacity to employ telephone, ecommerce, etc., with a specific proposal for processing orders under the Master Agreement.

2. State which forms of ordering allow the use of a procurement card and the accepted banking (credit card) affiliation.

3. Describe your company's internal management system for processing orders from point of customer contact through delivery and billing. Please state if you use a single system or platform for all phases of ordering, processing, delivery and billing.

4. Describe your company's ecommerce capabilities:
a. Include details about your company's ability to create punch out sites and accept orders electronically (cXML, OCI, etc.).
b. Provide detail on where your company has integrated with a pubic agency's ERP (Oracle, Infor Lawson, SAP, etc.) system in the past and include some details about the resources you have in place to support these integrations. List, by ERP provider, the following information: name of public agency, ERP system used, "go live" date, net sales per calendar year since "go live", and percentage of agency sales being processed through this connection.

5. Describe any existing multi -state cooperative purchasing programs, including the entity's name(s), contact person(s), contact information and annual volume. 59 Exhibit 3 316

RFP2000001701
Appendix D

SUPPLIER QUALIFICATIONS AND SUPPLIER INFORMATION

6. Describe the capacity of your company to report monthly sales under the Master Agreement by Participating Public Agency within each U.S. state.

7. Describe the capacity of your company to provide management reports, i.e. commodity histories, procurement card histories, green spend, etc. for each Participating Public Agency.

8. Please provide any suggested improvements and alternatives for doing business with your company that will make this arrangement more cost effective for your company and Participating Public Agencies.

Environmental

1. Provide a brief description of any company environmental initiatives, including your company's environmental strategy, your investment in being an environmentally preferable product leader, and any resources dedicated to your environmental strategy.

2. Describe your company's process for defining green products or sustainable processes.

3. Provide a green product listing. Describe any environmental attributes (recycled materials, energy efficiency, biodegradable, low -toxicity, etc.) or certifications achieved for each product.

4. Describe your product's recyclability. Describe any buy back or take back options offered. Describe your company's efforts to reduce or reuse packaging and minimize environmental footprint in the shipping process.

5. What percentage of your offering is environmentally preferable and what are your plans to improve this offering?
Additional Information
Please use this opportunity to describe any/all other features, advantages and benefits of your organization that you feel will provide additional value and benefit to a Participating Public Agency.
60 Exhibit 3 317

RFP2000001342
Appendix E

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This agreement is made between certain government agencies that execute a Lead Public Agency Certificate (`Lead Public Agencies") to be appended and made a part hereof and other government agencies ("Participating Public Agencies") that agree to the terms and conditions hereof through the U.S. Communities registration and made a part hereof.

RECITALS
WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, a number of Suppliers have entered into Master Agreements to provide a variety of goods, products and services based on national and international volumes (herein "Products and Services");
WHEREAS, Master Agreements are made available by Lead Public Agencies through U.S.

Communities and provide that Participating Public Agencies may purchase Products and Services on the same terms, conditions and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the State of purchase; WHEREAS, the parties desire to comply with the requirements and formalities of the Intergovernmental Cooperation Act as may be applicable to the laws of the State of purchase; WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost; WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of necessary Products and Services;
NOW, THEREFORE, in consideration of the mutual promises contained in this agreement, and of the mutual benefits to result, the parties agree as follows:

1. That each party will facilitate the cooperative procurement of Products and Services.

2. That the procurement of Products and Services subject to this agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules and regulations that govern each party's procurement practices.

3. That the cooperative use of solicitations obtained by a party to this agreement shall be in accordance with the terms and conditions of the solicitation, except as modification of those terms and conditions is otherwise allowed or required by applicable law.

4. That the Lead Public Agencies will make available, upon reasonable request and subject to convenience, information which may assist in improving the effectiveness, efficiency and economy of Participating Public Agencies procurement of Products and Services

5. That a procuring party will make timely payments to the Supplier for Products and Services received in accordance with the terms and conditions of the procurement. Payment, inspections and acceptance of Products and Services ordered by the procuring party shall be the exclusive obligation of such procuring party. Disputes between procuring party and Supplier are to be resolved in accord with the law and venue rules of the State of purchase.

6. The procuring party shall not use this agreement as a method for obtaining additional concessions or reduced prices for similar products or services. 61 Exhibit 3 318

RFP2000001342
Appendix E

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT

7. The procuring party shall be responsible for the ordering of Products and Services under this agreement. A non -procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non -procuring party harmless from any liability that may arise from action or inaction of the procuring party.

8. The exercise of any rights or remedies by the procuring party shall be the exclusive obligation of such procuring party.

9. This agreement shall remain in effect until termination by a party giving 30 days written notice to U.S. Communities at 2999 Oak Road, Suite 710, Walnut Creek, CA 94597.

10. This agreement shall take effect after execution of the Lead Public Agency Certificate or Participating Public Agency Registration, as applicable. 62 Exhibit 3 319

RFP2000001701
Appendix F

ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT ("Agreement") is made as of by and between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE ("U.S.

Communities") and ("Supplier").

RECITALS
WHEREAS, ("Lead Public Acency") has entered into a certain Master Agreement dated as of even date herewith, referenced as Agreement No. , by and between Lead Public Agency and Supplier (as amended from time to time in accordance with the terms thereof, the "Master Agreement") for the purchase of (the "Products and Services");
WHEREAS, the Master Agreement provides that any state, county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization (each a "Public Acency" and collectively, "Public Agencies") may purchase Products and Services at the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the Public Agency becomes a "Participatinc Public Acency";
WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases under the Master Agreement to Participating Public Agencies; WHEREAS, U.S. Communities serves as the administrative agent for Lead Public Agency and other lead public agencies in connection with other master agreements offered by U.S. Communities;
WHEREAS, Lead Public Agency desires U.S. Communities to proceed with administration of the Master Agreement on the same basis as other master agreements; WHEREAS, "U.S. Communities Government Purchasing Alliance" is a trade name licensed by U.S. Communities Purchasing & Finance Agency; and WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies.

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, U.S. Communities and Supplier hereby agree as follows:

ARTICLE I

GENERAL TERMS AND CONDITIONS

1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.

1.2 U.S. Communities shall be afforded all of the rights, privileges and indemnifications afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to U.S. Communities under this Agreement including, without limitation, Supplier's obligation to provide insurance and certain indemnifications to Lead Public Agency.
63 Exhibit 3 320

RFP2000001701
Appendix F

ADMINISTRATION AGREEMENT

1.3 Supplier shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement.

1.4 U.S. Communities shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges that U.S. Communities shall act in the capacity of administrator of purchases under the Master Agreement.

1.5 With respect to any purchases made by Lead Public Agency or any Participating Public Agency pursuant to the Master Agreement, U.S. Communities (a) shall not be construed as a dealer, re -marketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum purchases required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public Agency or a Participating Public Agency under this Agreement or the Master Agreement.

ARTICLE II

TERM OF AGREEMENT

2.1 This Agreement is effective as of and shall terminate upon termination of the Master Agreement or any earlier termination in accordance with the terms of this Agreement, provided, however, that the obligation to pay all amounts owed by Supplier to U.S. Communities through the termination of this Agreement and all indemnifications afforded by Supplier to U.S. Communities shall survive the term of this Agreement.

ARTICLE III

REPRESENTATIONS AND COVENANTS

3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide benefits to both Public Agencies and Supplier. The successful foundation of the relationship requires certain representations and covenants from both U.S. Communities and Supplier.

3.2 U.S. Communities' Representations and Covenants.
(a) Marketinc. U.S. Communities shall proactively market the Master Agreement to Public Agencies using resources such as a network of major sponsors including the National League of Cities (NLC), National Association of Counties (NACo), United States Conference of Mayors (USCM), and the Association of School Business Officials (ASBO) (collectively, the "Foundinc Co -Sponsors") and individual state -level sponsors. In addition, the U.S. Communities staff shall enhance Supplier's marketing efforts through meetings with Public Agencies, participation in key events and tradeshows and by providing online tools to Supplier's sales force.
(b) Training and Knowledge Management Support. U.S. Communities shall provide support for the education, training and engagement of Supplier's sales force as provided 64 Exhibit 3 321

RFP2000001701
Appendix F

ADMINISTRATION AGREEMENT
herein. Through its staff (each, a "Program Manager" and collectively, the "Program Managers"), U.S. Communities shall conduct training sessions with Supplier and shall conduct calls jointly with Supplier to Public Agencies. U.S. Communities shall also provide Supplier with access to U.S.

Communities' private intranet website which provides presentations, documents and information to assist Supplier's sales force in effectively promoting the Master Agreement.

3.3 Supplier's Representations and Covenants. Supplier hereby represents and covenants as follows in order to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies (such representations and covenants are sometimes referred to as "Supplier's Commitments" and are comprised of the Corporate Commitment, Pricing Commitment, Economy Commitment and Sales Commitment):
(a) Corporate Commitment.
(i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier's primary contractual offering of Products and Services to Public Agencies. All of Supplier's direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier's primary offering and not just one of Supplier's contract options.
(ii) Supplier's sales force (including inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies.
(iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. (iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. (v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier's senior executive management. (vi) Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier's Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier's staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier -based internet web page dedicated to Supplier's U.S.

Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. (b) Pricing Commitment.
65 Exhibit 3 322

RFP2000001701
Appendix F

ADMINISTRATION AGREEMENT
(I) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier's pricing shall be evaluated on either an overall project basis or the Public Agency's actual usage for more frequently purchased Products and Services.
(ii) Contracts Offerinc Lower Prices. If a pre-existing contract and/or a Public Agency's unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency's purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier's obligation to match the pricing under Supplier's contracts offering lower prices.
(A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state.
(B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members.
(C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.
(iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier's pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end -user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. (iv) Supplier's Options in Respondinc to a Third Party
Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation:
(A) Supplier may opt not to respond to the procurement
solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses.
66 Exhibit 3 323

RFP2000001701
Appendix F

ADMINISTRATION AGREEMENT
(B) Supplier may respond with the pricing, terms and
conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement.
(C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies.
(D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. (E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. (c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations.
(d) Sales Commitment. Supplier shall market the Master Agreement through Supplier's sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier's primary offering to Public Agencies. Supplier's sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. (i) Supplier Sales. Supplier shall be responsible for proactive direct sales of Supplier's Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged. All of Supplier's sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non-exclusive, revocable, non -transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S.

Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the best government pricing, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.
(ii) Branding and Loco Compliance. Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to 67 Exhibit 3 324

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Appendix F

ADMINISTRATION AGREEMENT
use by Supplier, all U.S. Communities related marketing material must be submitted to U.S.

Communities for review and approval.
(iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train regional or district managers and generally assist with the education of sales personnel. (iv) Participating Public Acency Access. Supplier shall establish the following communication links to facilitate customer access and communication:
(A) A dedicated U.S. Communities Internet web -based
homepage containing:
(1) U.S. Communities standard logo with Founding
Co -Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any
amendments;
(4) Summary of Products and Services pricing;
(5) Electronic link to U.S. Communities' online
registration page; and
(6) Other promotional material as requested by U.S.

3.4 Breach of Supplier's Representations and Covenants. The representations and covenants set forth in this Agreement are the foundation of the relationship between U.S. Communities and Supplier. If Supplier is found to be in violation of, or non - 68 Exhibit 3 325

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ADMINISTRATION AGREEMENT
compliance with, one or more of the representations and covenants set forth in this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non- compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be deemed a cause for immediate termination of the Master Agreement at Lead Public Agency's sole discretion or this Agreement at U.S. Communities' sole discretion.

3.5 Indemnity. Supplier hereby agrees to indemnify and defend U.S.

Communities, and its parent companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Supplier's representations, warranties, or covenants in this Agreement.

ARTICLE IV

PRICING AUDITS

4.1 Supplier shall, at Supplier's sole expense, maintain an accounting of all purchases made by Lead Public Agency and Participating Public Agencies under the Master Agreement. U.S. Communities and Lead Public Agency each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. U.S. Communities shall have the authority to conduct random audits of Supplier's pricing that is offered to Participating Public Agencies at U.S. Communities' sole cost and expense. Notwithstanding the foregoing, in the event that U.S. Communities is made aware of any pricing being offered to three (3) or more Participating Public Agencies that is materially inconsistent with the pricing under the Master Agreement, U.S. Communities shall have the ability to conduct a reasonable audit of Supplier's pricing at Supplier's sole cost and expense during regular business hours upon reasonable notice. U.S. Communities may conduct the audit internally or may engage a third -party auditing firm on a non -contingent basis. Supplier shall solely be responsible for the cost of the audit up to the first $50,000 and U.S. Communities and Supplier shall each be responsible for fifty percent (50%) of the audit costs that exceed $50,000.

In the event of an audit, the requested materials shall be provided in the format and at the location where kept in the ordinary course of business by Supplier.

ARTICLE V

FEES & REPORTING

5.1 Administrative Fees. Supplier shall pay to U.S. Communities a monthly administrative fee based upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement, excluding taxes, in the amount of two percent (2%) of aggregate purchases made during each calendar month (individually and collectively, "Administrative Fees"). Supplier's annual sales shall be measured on a calendar year basis. All Administrative Fees shall be payable in U.S. Dollars and shall be made by wire to U.S. Communities, or its designee or trustee as may be directed in writing by U.S. Communities. Administrative Fees shall be due and payable within thirty (30) days of the end of each calendar month for purchases shipped and billed during such calendar month. U.S. Communities agrees to pay to Lead Public Agency five percent (5%) of all Administrative Fees received from Supplier to help offset Lead Public Agency's costs incurred in connection with managing the Master Agreement nationally.

5.2 Sales Reports. Within thirty (30) days of the end of each calendar month, 69 Exhibit 3 326

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ADMINISTRATION AGREEMENT
Supplier shall deliver to U.S. Communities an electronic accounting report, in the format prescribed by Exhibit B, attached hereto, summarizing all purchases made under the Master Agreement during such calendar month ("Sales Report"). All purchases indicated in the Sales Report shall be denominated in U.S. Dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report. U.S.

Communities reserves the right upon reasonable advance notice to Supplier to change the prescribed report format to accommodate the distribution of the Administrative Fees to its program sponsors and state associations.
(a) Monthly Sales Reports shall include all sales reporting under the Master Agreement, and a breakout of Environmental Preferable (Green) sales reporting. Supplier must make reasonable attempts at filling in all required information and contact U.S. Communities with a plan to correct any deficiencies of data field population. (b) Submitted reports shall be verified by U.S. Communities against its registration database. Any data that is inconsistent with the registration database shall be changed prior to processing.

5.3 Exception Reportinc/Sales Reports Audits. U.S. Communities or its designee may, at its sole discretion, compare Supplier's Sales Reports with Participating Public Agency records or other sales analysis performed by Participating Public Agencies, sponsors, advisory board members or U.S. Communities staff. If there is a material discrepancy between the Sales Report and such records or sales analysis as determined by U.S. Communities, U.S.

Communities shall notify Supplier in writing and Supplier shall have thirty (30) days from the date of such notice to resolve the discrepancy to U.S. Communities' reasonable satisfaction. Upon resolution of the discrepancy, Supplier shall remit payment to U.S. Communities' trustee within fifteen (15) calendar days. Any questions regarding an exception report should be directed to U.S. Communities in writing to [email protected]. If Supplier does not resolve the discrepancy to U.S. Communities' reasonable satisfaction within thirty (30) days, U.S.

Communities shall have the right to engage outside services to conduct an independent audit of Supplier's reports. Supplier shall solely be responsible for the cost of the audit up to the first $50,000 and U.S. Communities and Supplier shall each be responsible for fifty percent (50%) of the audit costs that exceed $50,000.

5.4 Online Reporting. Within sixty (60) days of the end of each calendar quarter, U.S. Communities shall provide online reporting to Supplier containing Supplier's sales reporting for such calendar quarter. Supplier shall contact U.S. Communities within fifteen (15) days of receiving notification of the online reporting and report to U.S. Communities any concerns or disputes regarding the reports, including but not limited to concerns regarding the following:

Report Name
Follow up with U.S. Communities
5 Qtr Drop Sales Analysis
Financial & Reporting Manager
Zero States Sales Report
Program Manager
Registered Agency Without Sales Report
Program Manager
Supplier shall have access to the above reports through the U.S. Communities intranet website.

The following additional reports are also available to Supplier and are useful in resolving reporting issues and enabling Supplier to better manage its Master Agreement:
(i) Agency Sales by Population/Enrollment Report
(ii) Hot Prospect Sales Report
(iii) New Lead Sales Report
(iv) State Comparison Sales Report
(v) Advisory Board Usage Report
(vi) Various Agency Type Comparison Reports
70 Exhibit 3 327

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ADMINISTRATION AGREEMENT
(vii) Sales Report Builder

5.5 Supplier's Failure to Provide Reports or Pay Administrative Fees. Failure to provide a Sales Report or pay Administrative Fees within the time and in the manner specified herein shall be regarded as a material breach under 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 Lead Public Agency's sole discretion or this Agreement at U.S. Communities' sole discretion. All Administrative Fees not paid within thirty (30) days of the end of the previous calendar month shall bear interest at the rate of one and one-half percent (1.5%) per month until paid in full.

ARTICLE VI

MISCELLANEOUS

6.1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding.

6.2 Attorney's Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled.

6.3 Assicnment.
(a) Supplier. Neither this Agreement nor any rights or obligations hereunder shall be assignable by Supplier without prior written consent of U.S. Communities, and any assignment without such consent shall be void.
(b) U.S. Communities. This Agreement and any rights or obligations hereunder may be assigned by U.S. Communities in U.S. Communities' sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform U.S.

Communities' obligations hereunder.

6.4 Notices. All reports, notices or other communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses as set forth below. U.S. Communities may, by written notice delivered to Supplier, designate any different address to which subsequent reports, notices or other communications shall be sent.

U.S. Communities:

Supplier:

U.S. Communities
2999 Oak Road, Suite 710
Walnut Creek, California 94597
Attn: Program Manager Administration
Attn: U.S. Communities Program Manager

6.5 Severability. 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 71 Exhibit 3 328

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ADMINISTRATION AGREEMENT
extent whatever.

6.6 Waiver. Any failure of a party to enforce, for any period of time, any of the provisions under this Agreement shall not be construed as a waiver of such provisions or of the right of said party thereafter to enforce each and every provision under this Agreement.

6.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

6.8 Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the parties hereto.

6.9 Governinc Law; Arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this dispute resolution clause, shall be determined by arbitration in Walnut Creek, California, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and arbitration costs from the other party. The arbitration award shall be final and binding. Each party commits that prior to commencement of arbitration proceedings, the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party with the authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and relevant to the issues being mediated. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any JAMS employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending.

6.10 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon U.S. Communities, Supplier and any successor and assign thereto; subject, however, to the limitations contained herein.
[Remainder of Page Intentionally Left Blank — Signatures Follow] 72 Exhibit 3 329

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Appendix F

ADMINISTRATION AGREEMENT
IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and Supplier has caused this Agreement to be executed in its name, all as of the date first written above.

U.S. Communities:

U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE
By
Name:

Title:

Supplier:

By
Name:

Title:
73 Exhibit 3 330

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Appendix F

ADMINISTRATION AGREEMENT

EXHIBIT A

MASTER AGREEMENT
(Fairfax County Master Agreement to be attached at time of award.) 74 Exhibit 3 331

956000735
956000222
956000735
956000735
066002010
066001854
RFP2000001701
Appendix F

ADMINISTRATION AGREEMENT

EXHIBIT B

SALES REPORT FORMAT
Appendix B - US (Data Format)
TIN Supplier ID Account No.
160 88518997
160 34868035
160 89496461
160 89374835
160 328NA0001053
160 328NA0001051
Agency Name Dept Name
CITY OF LNMGMT EMPL SVCS Purchasing
LOS ANGELES COUNTY Facilities
CITY OF LA/ENVIRON AFFAIR Purchasing
CITY OF LA/COMMUNITY DEV Purchasing
GROTON TOWN OF PUBLIC WORKS Water
GROTON CITY OF Administration
Re114011114140itite11.1
Address
555 RAMIREZ ST STE 312
350 S FIGUEROA ST STE 700
555 RAMIREZ ST STE 312
555 RAMIREZ ST STE 312
123 A St.
123 A St.

City

LOS ANGELES

LOS ANGELES
GROTON
GROTON
Columns Name
Required
Data Type
Length
Example Comment
TIN
Optional
Text
9 r 956000735 No Dash, Do not omit leading zero,
Supplier ID
Yes
Number
' 3
r 111 See Supplier ID Table Below
Account No.

Optional
Text
25 max
Depends on supplier account no.

Agency Name
Yes
Text
255 max
Los Angeles County
Dept Name
Optional
Text
255 max
Purchasing Dept
Address
Yes
Text
255 max
City
Yes
Text
255 max
Los Angeles Must be a valid City name
State
Yes
Text
' 2
CA
Zip
Yes
Text
' 5
r 90071 No Dash, Do not omit leading zero, Valid Up code Agency Type
Yes
Number
' 2
r 30 See Agency Type Table Below
Year
Yes
Number
w 4
' 2010
at,
Yes
Number
r 1
r 4
Month
Yes
Number
' 2
` 12
Amount
Yes
Number
variable
45090,79 Two digit decimal point no $ sign or commas
AgenuYTppe'Table
Agency Type ID Agency Type Description
11 Community College
12 Celiege and LSriversity
20 City
21 City Special District'
22 Consolidated City/County
30 County . - . ..
31 County Special District
41 Crown Corporations
50 Housing Authority
80 State Agency
81 - - Independent Special District
82 Non -Profit
Other
State Zip
CA 90012
CA 90071
CA '90012
CA 90012
CT 06340
CT 06340
cy Type Year Qt
20 2012 2
30 2012 2
20 2012 2
20 2012 2
20 2012 2
20 2012 2
5 1525.50
5 1603.64
5 1625.05
5 45090.79
5 318.00
5 212.00
75 Exhibit 3 332

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
Pursuant to certain state notice provisions the following public agencies and political subdivisions of the referenced public agencies are eligible to access the contract award made pursuant to this solicitation. Public agencies and political subdivisions are hereby given notice of the foregoing request for proposal for purposes of complying with the procedural requirements of said statutes:

Nationwide:
http://www.usa.gov/Agencies/Local Government/Cities.shtml Other states:

State of Oregon, State of Hawaii, State of Washington
Hawaii County
Honolulu County
Kauai County
Maui County
Kalawao County
Aiea
Anahola
Barbers Point N A S
Camp H M Smith
Captain Cook
Eleele
Ewa Beach
Fort Shafter
Haiku
Hakalau
Haleiwa
Hana
Hanalei
Hanamaulu
Hanapepe
Hauula
Hawaii National Park
Hawaiian Ocean View
Hawi
Hickam AFB
Hilo
Holualoa
Honaunau
Honokaa
Honolulu
Honomu
Hoolehua
Kaaawa
Kahuku
Kahului
Kailua
Kailua Kona
Kalaheo
Kalaupapa
Kamuela
Kaneohe
Kapaa
Kapaau
Kapolei
Kaumakani
Kaunakakai
Kawela Bay
Keaau
Kealakekua
Kealia
Keauhou
Kekaha
Kihei
Kilauea
Koloa
Kualapuu
Kula
Kunia
Kurtistown
Lahaina
76 Exhibit 3 333

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
Laie
Lanai City
Laupahoehoe
Lawai
Lihue
M C B H Kaneohe Bay
Makawao
Makaweli
Maunaloa
Mililani
Mountain View
Naalehu
Ninole
Ocean View
Ookala
Paauhau
Paauilo
Pahala
Pahoa
Paia
Papaaloa
Papaikou
Pearl City
Pearl Harbor
Pepeekeo
Princeville
Pukalani
Puunene
Schofield Barracks
Tripler Army Medical Center
Volvano
Wahiawa
Waialua
Waianae
Waikoloa
Wailuku
Waimanalo
Waimea
Waipahu
Wake Island
Wheeler Army Airfield
Brigham Young University - Hawaii
Chaminade University of Honolulu
Hawaii Business College
Hawaii Pacific University
Hawaii Technology Institute
Heald College - Honolulu
Remington College - Honolulu Campus
University of Phoenix - Hawaii Campus
Hawaii Community College
Honolulu Community College
Kapiolani Community College
Kauai Community College
Leeward Community College
Maui Community College
University of Hawaii at Hilo
University of Hawaii at Manoa
Windward Community College
77 Exhibit 3 334

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
Malama Honua Public Charter School

ST JOHN THE BAPTIST
Waimanalo Elementary and Intermediate
School
Kailua High School

PACIFIC BUDDHIST ACADEMY

HAWAII TECHNOLOGY ACADEMY

CONGREGATION OF CHRISTIAN BROTHERS OF
HAWAII, INC.

MARYKNOLL SCHOOL

ISLAND SCHOOL
STATE OF HAWAII, DEPT. OF EDUCATION
KE KULA 0 S. M. KAMAKAU

KAMEHAMEHA SCHOOLS

HANAHAU'OLI SCHOOL

EM MANUAL LUTHERAN SCHOOL
School Lunch Program
Our Savior Lutheran School

BOARD OF WATER SUPPLY

MAUI COUNTY COUNCIL
Kauai County Council
Honolulu Fire Department

COUNTY OF MAUI
Lanai Community Health Center
Maui High Band Booster Club
Naalehu Assembly of God
outrigger canoe club
One Kalakaua
Native Hawaiian Hospitality Association
St. Theresa School
Hawaii Peace and Justice
Kauai Youth Basketball Association
NA HALE 0 MAUI

LEEWARD HABITAT FOR HUMANITY

WAIANAE COMMUNITY OUTREACH

NA LEI ALOHA FOUNDATION

HAWAII FAMILY LAW CLINIC DBA ALA KUOLA

BUILDING INDUSTRY ASSOCIATION OF HAWAII

UNIVERSITY OF HAWAII FEDERAL CREDIT
UNION
LANAKILA REHABILITATION CENTER INC.

POLYNESIAN CULTURAL CENTER

CTR FOR CULTURAL AND TECH INTERCHNG

BETW EAST AND WEST

BISHOP MUSEUM

ALOCHOLIC REHABILITATION SVS OF HI INC

DBA HINA MAUKA

ASSOSIATION OF OWNERS OF KUKUI PLAZA

MAUI ECONOMIC DEVELOPMENT BOARD
NETWORK ENTERPRISES, INC.

HONOLULU HABITAT FOR HUMANITY

ALOHACARE
ORI ANUENUE HALE, INC.

IUPAT, DISTRICT COUNCIL 50
GOODWILL INDUSTRIES OF HAWAII, INC.

HAROLD K.L. CASTLE FOUNDATION
MAUI ECONOMIC OPPORTUNITY, INC.

EAH, INC.

PARTNERS IN DEVELOPMENT FOUNDATION

HABITAT FOR HUMANITY MAUI
W. M. KECK OBSERVATORY

HAWAII EMPLOYERS COUNCIL

HAWAII STATE FCU

MAUI COUNTY FCU

PUNAHOU SCHOOL

YMCA OF HONOLULU

EASTER SEALS HAWAII

AMERICAN LUNG ASSOCIATION
Pohaha I Ka Lani
Hawaii Area Committee
Lanai Federal Credit Union

READ TO ME INTERNATIONAL FOUNDATION

MAUI FAMILY YMCA

WAILUKU FEDERAL CREDIT UNION
ST. THERESA CHURCH

HALE MAHAOLU
West Maui Community Federal Credit Union
Hawaii Island Humane Society
78 Exhibit 3 335

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
Kama'aina Care Inc
International Archaeological Research
Institute, Inc.

Community Empowerment Resources
Tutu and Me Traveling Preschool
First United Methodist Church
AOAO Royal Capitol Plaza
Kumpang Lanai
Child and Family Service
MARINE SURF WAIKIKI, INC.

Hawaii Health Connector
Hawaii Carpenters Market Recovery Program
Fund
Puu Heleakala Community Association
Saint Louis School
Kailua Racquet Club, Ltd.

Homewise Inc.

Hawaii Baptist Academy
Kroc Center Hawaii
Kupu
t�Z
University of the Nations

ARGOSY UNIVERSITY

HAWAII PACIFIC UNIVERSITY

UNIVERSITY OF HAWAII AT MANOA

RESEARCH CORPORATION OF THE UNIVERSITY

OF HAWAII

BRIGHAM YOUNG UNIVERSITY - HAWAII
University Clinical Research and Association

CHAMINADE UNIVERSITY OF HONOLULU
Hawaii Information Consortium
Leeward Community Church
E Malama In Keiki O Lanai
Keawala'i Congregational Church
Lanai Community Hospital
Angels at Play Preschool & Kindergarten
Queen Emma Gardens AOAO
Honolulu Community College

COLLEGE OF THE MARSHALL ISLANDS
DOT Airports Division Hilo International Airport
Judiciary - State of Hawaii
ADMIN. SERVICES OFFICE

SOH -JUDICIARY CONTRACTS AND PURCH

STATE DEPARTMENT OF DEFENSE

HAWAII CHILD SUPPORT ENFORCEMENT
AGENCY

HAWAII HEALTH SYSTEMS CORPORATION

HAWAII AGRICULTURE RESEARCH CENTER

STATE OF HAWAII
Third Judicial Circuit - State of Hawaii

CITY AND COUNTY OF HONOLULU
Lanai Youth Center
US Navy
Defense Information System Agency
State: 0 (1;221 record
0 Warrenton Hammond School
Columbia Academy

VALLEY CATHOLIC SCHL

CROOK COUNTY SCHOOL DISTRICT
CORBETT SCHL DIST #39
Bethel School District #52
St. Therese Parish/School
Portland YouthBuilders
Wallowa County ESD
Fern Ridge School District 28J
Knova Learning
New Horizon Christian School

MOLALLA RIVER ACADEMY

HIGH DESERT EDUCATION SERVICE DISTRICT

SOUTHWEST CHARTER SCHOOL

WHITEAKER MONTESSORI SCHOOL

CASCADES ACADEMY OF CENTRAL OREGON
79 Exhibit 3 336

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
NEAH-KAH-NIE DISTRICT NO.56

INTER MOUNTAIN ESD

STANFIELD SCHOOL DISTRICT

LA GRANDE SCHOOL DISTRICT

CASCADE SCHOOL DISTRICT
DUFUR SCHOOL DISTRICT NO.29
hillsboro school district
GASTON SCHOOL DISTRICT 511J

BEAVERTON SCHOOL DISTRICT
COUNTY OF YAMHILL SCHOOL DISTRICT 29

WILLAMINA SCHOOL DISTRICT
MCMINNVILLE SCHOOL DISTRICT NO.40
Sheridan School District 48J

THE CATLIN GABEL SCHOOL
NORTH WASCO CTY SCHOOL DISTRICT 21

CHENOWITH

CENTRAL CATHOLIC HIGH SCHOOL

CANYONVILLE CHRISTIAN ACADEMY

OUR LADY OF THE LAKE SCHOOL
NYSSA SCHOOL DISTRICT NO. 26
ARLINGTON SCHOOL DISTRICT NO. 3

LIVINGSTONE ADVENTIST ACADEMY
Santiam Canyon SD 129J

WEST HILLS COMMUNITY CHURCH

BANKS SCHOOL DISTRICT

WILLAMETTE EDUCATION SERVICE DISTRICT
BAKER COUNTY SCHOOL DIST. 16J - MALHEUR
ESD

HARNEY EDUCATION SERVICE DISTRICT

GREATER ALBANY PUBLIC SCHOOL DISTRICT
LAKE OSWEGO SCHOOL DISTRICT 7J

SOUTHERN OREGON EDUCATION SERVICE

DISTRICT

SILVER FALLS SCHOOL DISTRICT
St Helens School District
DAYTON SCHOOL DISTRICT NO.8
Amity School District 4-J
SCAPPOOSE SCHOOL DISTRICT 1.1

REEDSPORT SCHOOL DISTRICT

FOREST GROVE SCHOOL DISTRICT

DAVID DOUGLAS SCHOOL DISTRICT
LOWELL SCHOOL DISTRICT NO.71

TIGARD-TUALATIN SCHOOL DISTRICT
SHERWOOD SCHOOL DISTRICT 88J

RAINIER SCHOOL DISTRICT

NORTH CLACKAMAS SCHOOL DISTRICT
MONROE SCHOOL DISTRICT NO.1J

CHILDPEACE MONTESSORI

HEAD START OF LANE COUNTY
HARNEY COUNTY SCHOOL DIST. NO.3
NESTUCCA VALLEY SCHOOL DISTRICT NO.101

ARCHBISHOP FRANCIS NORBERT BLANCHET
SCHOOL
LEBANON COMMUNITY SCHOOLS NO.9
MT.SCOTT LEARNING CENTERS

SEVEN PEAKS SCHOOL

DE LA SALLE N CATHOLIC HS

MULTISENSORY LEARNING ACADEMY

MITCH CHARTER SCHOOL

REALMS CHARTER SCHOOL
BAKER SCHOOL DISTRICT 5-J

PHILOMATH SCHOOL DISTRICT

CLACKAMAS EDUCATION SERVICE DISTRICT

CANBY SCHOOL DISTRICT
OREGON TRAIL SCHOOL DISTRICT NO.46

WEST LINN WILSONVILLE SCHOOL DISTRICT
MOLALLA RIVER SCHOOL DISTRICT NO.35
ESTACADA SCHOOL DISTRICT NO.108

GLADSTONE SCHOOL DISTRICT
ASTORIA SCHOOL DISTRICT 1C
SEASIDE SCHOOL DISTRICT 10

NORTHWEST REGIONAL EDUCATION SERVICE

DISTRICT
VERNONIA SCHOOL DISTRICT 47J

SOUTH COAST EDUCATION SERVICE DISTRICT
COOS BAY SCHOOL DISTRICT NO.9

COOS BAY SCHOOL DISTRICT
NORTH BEND SCHOOL DISTRICT 13
COQUILLE SCHOOL DISTRICT 8
MYRTLE POINT SCHOOL DISTRICT NO.41

BANDON SCHOOL DISTRICT
BROOKING HARBOR SCHOOL DISTRICT NO.17-
C

REDMOND SCHOOL DISTRICT
DESCHUTES COUNTY SD NO.6 - SISTERS SD

DOUGLAS EDUCATION SERVICE DISTRICT

ROSEBURG PUBLIC SCHOOLS
GLIDE SCHOOL DISTRICT NO.12
80 Exhibit 3 337

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Appendix G

STATE NOTICE ADDENDUM
SOUTH UMPQUA SCHOOL DISTRICT #19
YONCALLA SCHOOL DISTRICT NO.32
ELKTON SCHOOL DISTRICT NO.34
DOUGLAS COUNTY SCHOOL DISTRICT 116

HOOD RIVER COUNTY SCHOOL DISTRICT
PHOENIX -TALENT SCHOOL DISTRICT NO.4
CENTRAL POINT SCHOOL DISTRICT NO. 6
JACKSON CO SCHOOL DIST NO.9
ROGUE RIVER SCHOOL DISTRICT NO.35
MEDFORD SCHOOL DISTRICT 549C
CULVER SCHOOL DISTRICT NO.

JEFFERSON COUNTY SCHOOL DISTRICT 509-J
GRANTS PASS SCHOOL DISTRICT 7

LOST RIVER JR/SR HIGH SCHOOL

KLAMATH FALLS CITY SCHOOLS
LANE COUNTY SCHOOL DISTRICT 4J
SPRINGFIELD SCHOOL DISTRICT NO.19

CRESWELL SCHOOL DISTRICT
SOUTH LANE SCHOOL DISTRICT 45J3
LANE COUNTY SCHOOL DISTRICT 69

SIUSLAW SCHOOL DISTRICT
SWEET HOME SCHOOL DISTRICT NO.55
LINN CO. SCHOOL DIST. 95C - SCIO SD

ONTARIO MIDDLE SCHOOL
GERVAIS SCHOOL DIST. #1
NORTH SANTIAM SCHOOL DISTRICT 29J

JEFFERSON SCHOOL DISTRICT

SALEM-KEIZER PUBLIC SCHOOLS
MT. ANGEL SCHOOL DISTRICT NO.91
MARION COUNTY SCHOOL DISTRICT 103

WASHINGTON ES

MORROW COUNTY SCHOOL DISTRICT

MULTNOMAH EDUCATION SERVICE DISTRICT

GRESHAM-BARLOW SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO. 2
CENTRAL SCHOOL DISTRICT 13J
St. Mary Catholic School

CROSSROADS CHRISTIAN SCHOOL
ST. ANTHONY SCHOOL

HERITAGE CHRISTIAN SCHOOL

BEND -LA PINE SCHOOL DISTRICT

GLENDALE SCHOOL DISTRICT

LINCOLN COUNTY SCHOOL DISTRICT

PORTLAND PUBLIC SCHOOLS

REYNOLDS SCHOOL DISTRICT

CENTENNIAL SCHOOL DISTRICT

NOBEL LEARNING COMMUNITIES
St. Stephen's Academy
Salem-Keizer 24J
McKay High School
Pine Eagle Charter School
Waldo Middle School
hermiston school district
Clear Creek Middle School
Marist High School
Victory Academy
Vale School District No. 84
St. Mary School
Junction City High School
Three Rivers School District
Fern Ridge School District

JESUIT HIGH SCHL EXEC OFC

LASALLE HIGH SCHOOL
Southwest Christian School
Willamette Christian School
Westside Christian High School

CS LEWIS ACADEMY
Portland America School
Forest Hills Lutheran School
Mosier Community School
Koreducators Lep High
Warrenton Hammond School District
Sutherlin School District
Malheur Elementary School District
Ontario School District
Parkrose School District 3
Riverdale School District 51J
Tillamook School District
Madeleine School
Union School District
Helix School District
Molalla RiverjSchool District
Corvallis School District 509J
Falls City School District #57
Portland Christian Schools

LUCKIAMUTE VALLEY CHARTER SCHOOLS
Deer Creek Elementary School
Yamhill Carlton School District
81 Exhibit 3 338

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Appendix G

STATE NOTICE ADDENDUM

HARRISBURG SCHL DIST
CENTRAL CURRY SCHL DIST#1

BNAI BRITH CAMP

OREGON FOOD BANK

ABIQUA SCHL
Salem keizar school district
Athena Weston School District 29RJ
Imbler School District #11
monument school
PENDLETON SCHOOL DISTRICT #16R
Ohara Catholic School
St. Paul School District
St Paul Parish School
EagleRidge High School
Grant Community School
Northwest Academy
Sunny Wolf Charter School
MCKENZIE SCHOOL DISTRICT 068
L'Etoiile French Immersion School
LA GRANDE SCHOOL DISTRICT 001
Marist Catholic High School
Elgin school dist.

PLEASANT HILL SCH DIST #1
Ukiah School District 80R
North Powder Charter School
French American School
Mastery Learning Institute
North Lake School District 14
Early College High School

GILLIAM COUNTY OREGON

HOUSING AUTHORITY OF CLACKAMAS COUNTY

UMATILLA COUNTY, OREGON

MULTNOMAH LAW LIBRARY
clackamas county

CLATSOP COUNTY

COLUMBIA COUNTY, OREGON
coos county

CROOK COUNTY ROAD DEPARTMENT

CURRY COUNTY OREGON

DESCHUTES COUNTY

GILLIAM COUNTY

GRANT COUNTY, OREGON

HARNEY COUNTY SHERIFFS OFFICE

HOOD RIVER COUNTY
jackson county
josephine county
klamath county

LANE COUNTY

LINN COUNTY

MARION COUNTY, SALEM, OREGON

MULTNOMAH COUNTY

SHERMAN COUNTY

WASCO COUNTY

YAMHILL COUNTY

WALLOWA COUNTY

ASSOCIATION OF OREGON COUNTIES

NAMI LANE COUNTY

BENTON COUNTY

DOUGLAS COUNTY

JEFFERSON COUNTY

LAKE COUNTY

LINCOLN COUNTY

POLK COUNTY

UNION COUNTY

WASHINGTON COUNTY

MORROW COUNTY
NORCOR Juvenile Detention
Tillamook County Estuary
Job Council

BAKER CNTY GOVT

TILLAMOOK CNTY
Wheeler County
Lane County Sheriff's Office
Clackamas County Juvenile Dept
City of Seaside Police Department
Tamarack Aquatic Center
Seven Feathers Casino
St Paul Baptist Church
Long Tom Watershed Council
San Martin Deporres Catholic Church
Portland Parks Foundation
Cedar Hills Baptist Church
Unitarian Universalist Church in Eugene
Emmanuel Bible Church
82 Exhibit 3 339

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Appendix G

STATE NOTICE ADDENDUM
Oregon Farm Bureau
Mt Emily Safe Center
Salem First Presbyterian Church
Rolling Hills Baptist Church
Baker Elks
Gates Community Church of Christ
PIP Corps LLC
Turtle Ridge Wildlife Center
Grande Ronde Model Watershed Foundation
Western Environmental Law Center
Mercy Flights, Inc.

The Christian Church of Hillsboro Oregonb
HHoly Trinity Greek Orthodox Cathedral
MECOP Inc.

Beaverton Christians Church
Oregon Humanities
St. Pius X School
Community Connection of Northeast Oregon,
Inc.

St Mark Presbyterian Church
Living Opportunities, Inc.

Coos Art Museum
OETC
Blanchet House of Hospitality
Merchants Exchange of Portland, Oregon
Coalition for a Livable Future
Central Oregon Visitors Association
Soroptimist International of Gold Beach, OR
Real Life Christian Church
Dayton Christian Church
Delphian School
AVON
EPUD-Emerald People's Utility District
Human Solutions, Inc.

The Wallace Medical Concern
Boys & Girls Club of Salem, Marion & Polk
Counties
The Ross Ragland Theater and Cultural Center
Cascade Health Solutions
Umpqua Community Health Center

ALZHEIMERS NETWORK OF OREGON

NATIONAL WILD TURKEY FEDERATION

TILLAMOOK ESTUARIES PARTNERSHIP

LIFEWORKS NW

COLLEGE HOUSING NORTHWEST

PARALYZED VETERANS OF AMERICA
Independent Development Enterprise Alliance

MID -WILLAMETTE VALLEY COMMUNITY

ACTION AGENCY, INC
HALFWAY HOUSE SERVICES, INC.

REDMOND PROFICIENCY ACADEMY

OHSU FOUNDATION

SHELTERCARE

PRINGLE CREEK SUSTAINABLE LIVING CENTER

PACIFIC INSTITUTES FOR RESEARCH
Mental Health for Children, Inc.

The Dreaming Zebra Foundation

LAUREL HILL CENTER

THE OREGON COMMUNITY FOUNDATION
OCHIN

WE CARE OREGON

SE WORKS

ENTERPRISE FOR EMPLOYMENT AND

EDUCATION

OMNIMEDIX INSTITUTE

PORTLAND BUSINESS ALLIANCE

GATEWAY TO COLLEGE NATIONAL NETWORK

FOUNDATIONS FOR A BETTER OREGON

GOAL ONE COALITION

ATHENA LIBRARY FRIENDS ASSOCIATION
Coastal Family Health Center

CENTER FOR COMMUNITY CHANGE

STAND FOR CHILDREN
ST. VINCENT DEPAUL OF LANE COUNTY

EAST SIDE FOURSQUARE CHURCH

CORVALLIS MOUNTAIN RESCUE UNIT
InventSuccess

SHERIDAN JAPANESE SCHOOL FOUNDATION
The Blosser Center for Dyslexia Resources

MOSAIC CHURCH

HOUSING AUTHORITY OF LINCOLN COUNTY

RENEWABLE NORTHWEST PROJECT

INTERNATIONAL SUSTAINABLE DEVELOPMENT

FOUNDATION

CONSERVATION BIOLOGY INSTITUTE

THE NATIONAL ASSOCIATION OF CREDIT
MANAGEMENT -OREGON, INC.

BLACHLY LANE ELECTRIC COOPERATIVE

MORNING STAR MISSIONARY BAPTIST
83 Exhibit 3 340

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Appendix G

STATE NOTICE ADDENDUM
CHURCH

NORTHWEST FOOD PROCESSORS

ASSOCIATION

INDEPENDENT INSURANCE AGENTS AND

BROKERS OF OREGON

OREGON EDUCATION ASSOCIATION

HEARING AND SPEECH INSTITUTE INC

SALEM ELECTRIC

MORRISON CHILD AND FAMILY SERVICES

JUNIOR ACHIEVEMENT

CENTRAL BIBLE CHURCH

MID COLUMBIA MEDICAL CENTER -GREAT 'N
SMALL
TRILLIUM FAMILY SERVICES, INC.

YWCA SALEM

PORTLAND ART MUSEUM

SAINT JAMES CATHOLIC CHURCH

SOUTHERN OREGON HUMANE SOCIETY

VOLUNTEERS OF AMERICA OREGON

CENTRAL DOUGLAS COUNTY FAMILY YMCA

METROPOLITAN FAMILY SERVICE

OREGON MUSUEM OF SCIENCE AND INDUSTRY

FIRST UNITARIAN CHURCH
ST. ANTHONY CHURCH
Good Shepherd Medical Center
Salem Academy

GEN CONE OF SDA CHURCH WESTERN OR

PORTLAND ADVENTIST ACADEMY

ST VINCENT DE PAUL

OUTSIDE IN

UNITED CEREBRAL PALSY OF OR AND SW WA
WILLAMETTE VIEW INC.

PORTLAND HABILITATION CENTER, INC.

OREGON STATE UNIVERSITY ALUMNI

ASSOCIATION
Rose Villa

NORTHWEST LINE JOINT APPRENTICESHIP &

TRAINING COMMITTEE

BOYS AND GIRLS CLUBS OF PORTLAND

METROPOLITAN AREA
Oregon Research Institute

WILLAMETTE LUTHERAN HOMES, INC

LANE MEMORIAL BLOOD BANK

PORTLAND JEWISH ACADEMY

LANECO FEDERAL CREDIT UNION

GRANT PARK CHURCH
ST. MARYS OF MEDFORD, INC.

US CONFERENCE OF MENONNITE BRETHREN

CHURCHES

FAITHFUL SAVIOR MINISTRIES

OREGON CITY CHURCH OF THE NAZARENE

OREGON COAST COMMUNITY ACTION

EDUCATION NORTHWEST
COMMUNITY ACTION TEAM, INC.

EUGENE SYMPHONY ASSOCIATION, INC.

STAR OF HOPE ACTIVITY CENTER INC.

SPARC ENTERPRISES

SOUTHERN OREGON CHILD AND FAMILY
COUNCIL, INC.

SALEM ALLIANCE CHURCH
Lane Council of Governments

FORD FAMILY FOUNDATION

TRAILS CLUB

NEWBERG FRIENDS CHURCH

WOODBURN AREA CHAMBER OF COMMERCE

CONTEMPORARY CRAFTS MUSEUM AND

GALLERY

CITY BIBLE CHURCH

OREGON LIONS SIGHT & HEARING

FOUNDATION

PORTLAND WOMENS CRISIS LINE

THE SALVATION ARMY - CASCADE DIVISION

WILLAMETTE FAMILY

WHITE BIRD CLINIC

GOODWILL INDUSTRIES OF LANE AND SOUTH

COAST COUNTIES

PLANNED PARENTHOOD OF SOUTHWESTERN
OREGON

HOUSING NORTHWEST

OREGON ENVIRONMENTAL COUNCIL
MEALS ON WHEELS PEOPLE, INC.

FAITH CENTER
Bob Belloni Ranch, Inc.

GOOD SHEPHERD COMMUNITIES

SACRED HEART CATHOLIC DAUGHTERS
HELP NOW! ADVOCACY CENTER

TENAS ILLAHEE CHILDCARE CENTER

SUNRISE ENTERPRISES

LOOKING GLASS YOUTH AND FAMILY SERVICES

SERENITY LANE
84 Exhibit 3 341

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Appendix G

STATE NOTICE ADDENDUM

EAST HILL CHURCH

LA GRANDE UNITED METHODIST CHURCH

COAST REHABILITATION SERVICES
Edwards Center Inc

ALVORD-TAYLOR INDEPENDENT LIVING

SERVICES

NEW HOPE COMMUNITY CHURCH

KLAMATH HOUSING AUTHORITY

QUADRIPLEGICS UNITED AGAINST
DEPENDENCY, INC.

SPONSORS, INC.

COLUMBIA COMMUNITY MENTAL HEALTH

ADDICTIONS RECOVERY CENTER, INC

METRO HOME SAFETY REPAIR PROGRAM

OREGON SUPPORTED LIVING PROGRAM
SOUTH COAST HOSPICE, INC.

ALLFOURONE/CRESTVIEW CONFERENCE CTR.

The International School
REBUILDING TOGETHER - PORTLAND INC.

PENDLETON ACADEMIES

PACIFIC FISHERY MANAGEMENT COUNCIL
DOGS FOR THE DEAF, INC.

PUBLIC DEFENDER SERVICES OF LANE COUNTY,
INC.

EMMAUS CHRISTIAN SCHOOL

DELIGHT VALLEY CHURCH OF CHRIST

SAINT CATHERINE OF SIENA CHURCH

PORT CITY DEVELOPMENT CENTER

VIRGINIA GARCIA MEMORIAL HEALTH CENTER

CENTRAL CITY CONCERN

CANBY FOURSQUARE CHURCH

EMERALD PUD

VERMONT HILLS FAMILY LIFE CENTER

BENTON HOSPICE SERVICE

INTERNATIONAL SOCIETY FOR TECHNOLOGY IN

EDUCATION

COMMUNITY CANCER CENTER
OPEN MEADOW ALTERNATIVE SCHOOLS, INC.

CASCADIA BEHAVIORAL HEALTHCARE

WILD SALMON CENTER
BROAD BASE PROGRAMS INC.

SUNNYSIDE FOURSQUARE CHURCH

TRAINING EMPLOYMENT CONSORTIUM

RELEVANT LIFE CHURCH
211INFO

SONRISE CHURCH

LIVING WAY FELLOWSHIP
Women's Safety & Resource Center

SEXUAL ASSAULT RESOURCE CENTER
IRCO

NORTHWEST YOUTH CORPS

TILLAMOOK CNTY WOMENS CRISIS CENTER

SECURITY FIRST CHILD DEVELOPMENT CENTER

CLASSROOM LAW PROJECT
YOUTH GUIDANCE ASSOC.

PREGNANCY RESOUCE CENTERS OF GRETER

PORTLAND

ELMIRA CHURCH OF CHRIST

JASPER MOUNTAIN

ACUMENTRA HEALTH

WORKSYSTEMS INC

COVENANT CHRISTIAN HOOD RIVER

OREGON DONOR PROGRAM

NAMI OREGON

OLIVET BAPTIST CHURCH

SILVERTON AREA COMMUNITY AID

CONFEDERATED TRIBES OF GRAND RONDE

NEIGHBORIMPACT

CATHOLIC COMMUNITY SERVICES

NEW AVENUES FOR YOUTH INC

LA CLINICA DEL CARINO FAMILY HEALTH CARE
CENTER
DECISION SCIENCE RESEARCH INSTITUTE, INC.

WESTERN STATES CENTER

HIV ALLIANCE, INC
PARTNERSHIPS IN COMMUNITY LIVING, INC.

FANCONI ANEMIA RESEARCH FUND INC.

BLIND ENTERPRISES OF OREGON

OREGON BALLET THEATRE
SMART
All God's Children International

FARMWORKER HOUISNG DEV CORP

UMPQUA COMMUNITY DEVELOPMENT

CORPORATION

REGIONAL ARTS AND CULTURE COUNCIL
THE EARLY EDUCATION PROGRAM, INC.

MACDONALD CENTER
EVERGREEN AVIATION MUSEUM AND CAP.

MICHAEL KING.

SELF ENHANCEMENT INC.
85 Exhibit 3 342

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Appendix G

STATE NOTICE ADDENDUM

FRIENDS OF THE CHILDREN

SOUTH LANE FAMILY NURSERY DBA FAMILY

RELIEF NURSE

COMMUNITY VETERINARY CENTER

PORTLAND SCHOOLS FOUNDATION

SUSTAINABLE NORTHWEST

OREGON DEATH WITH DIGNITY
BIRCH COMMUNITY SERVICES, INC.

BAY AREA FIRST STEP, INC.

OSLC COMMUNITY PROGRAMS
EN AVANT, INC.

ASHLAND COMMUNITY HOSPITAL

NORTHWEST ENERGY EFFICIENCY ALLIANCE

BONNEVILLE ENVIRONMENTAL FOUNDATION

SUMMIT VIEW COVENANT CHURCH
SALMON -SAFE INC.

BETHEL CHURCH OF GOD

PROVIDENCE HOOD RIVER MEMORIAL

HOSPITAL

SAINT ANDREW NATIVITY SCHOOL

BARLOW YOUTH FOOTBALL

SPOTLIGHT THEATRE OF PLEASANT HILL
FAMILIES FIRST OF GRANT COUNTY, INC.

TOUCHSTONE PARENT ORGANIZATION

CANCER CARE RESOURCES

CASCADIA REGION GREEN BUILDING COUNCIL
SHERMAN DEVELOPMENT LEAGUE, INC.

SCIENCEWORKS

WORD OF LIFE COMMUNITY CHURCH

SOCIAL VENTURE PARTNERS PORTLAND

OREGON PROGRESS FORUM

CENTER FOR RESEARCH TO PRACTICE

WESTERN RIVERS CONSERVANCY

UNITED WAY OF THE COLUMBIA WILLAMETTE

EUGENE BALLET COMPANY

EAST WEST MINISTRIES INTERNATIONAL

SISKIYOU INITIATIVE

EDUCATIONAL POLICY IMPROVEMENT CENTER
North Pacific District of Foursquare Churches

CATHOLIC CHARITIES

FIRST CHURCH OF THE NAZARENE

WESTSIDE BAPTIST CHURCH
Housing Development Center
Little Promises Chlildren's Program

UNION GOSPEL MISSION

GRACE BAPTIST CHURCH

COMMUNITY ACTION ORGANIZATION

OUTSIDE IN

MAKING MEMORIES BREAST CANCER
FOUNDATION, INC.

ELAW

COMMUNITY HEALTH CENTER, INC
Greater Portland INC
Boys & Girls Club of Corvallis
Southeast Uplift Neighborhood Coalition
First United Presbyterian Church
PDX Wildlife
Jackson -Josephine 4-C Council
North Coast Family Fellowship
Childswork Learning Center
New Artists Performing Arts Productions, Inc
Relief Nursery
St. Mary's Episcopal Church
Viking Sal Senior Center
Boys and Girls Club of the rogue valley
DrupalCon Inc., DBA Drupal Association
Albany Partnership for Housing and
Community Development
Hermiston Christian Center & School
Dress for Success Oregon
Beaverton Rock Creek Foursquare Church
St Paul Catholic Church
St Mary's Catholic School and Parish
Polk Soil and Water Conservation District
Street Ministry
La Grande Church of the Nazarene
Spruce Villa, Inc.

House of Prayer for All Nations
Sacred Heart Catholic Church
African American Health Coaliton, Inc.

Happy Canyon Company
Village Home Education Resource Center
Monet's Children's Circle
Cascade Housing Association
Dayspring Fellowship
Northwest Habitat Institute
Winding Waters Medical Clinic
First Baptist Church
86 Exhibit 3 343

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Appendix G

STATE NOTICE ADDENDUM
The Nature Conservancy, Willamette Valley
Field Office
Serenity Lane Health Services
Portland Community Reinvestment Initiatives,
Inc.

GeerCrest Farm & Historical Society
College United Methodist Church
NEDCO
Salem Evangelical Church
Daystar Education, Inc.

Oregon Social Learning Center
Pain Society of Oregon
environmental law alliance worldwide
Community in Action
Safe Harbors

FIRST CHRISTIAN CHURCH
Pacific Classical Ballet
Depaul Industries
African American Health Coalition
Jesus Prayer Book
Coalition Of Community Health
River Network
CCI Enterprises Inc
Oregon Nurses Association

GOODWILL INDUSTRIES OF THE COLUMBIA

WILLAMETTE
Mount Angel Abbey

YMCA OF ASHLAND

YMCA OF COLUMBIA -WILLAMETTE

ASSOCIATION SERVICES
Multnomah Law Library
Friends Of Tryon Creek State P
Ontrack Inc.

Calvin Presbyterian Church

HOLT INTL CHILD
St John The Baptist Catholic
Portland Foursquare Church
Portland Christian Center
Church Extension Plan
Occu Afghanistan Relief Effort

EUGENE FAMILY YMCA
Christ The King Parish and School
Newberg Christian Church
First United Methodist Church
Zion Lutheran Church
Southwest Bible Church
Community Works Inc
Masonic Lodge Pearl 66
Molalla Nazarene Church
Transition Projects, Inc
St Michaels Episcopal Church
Saint Johns Catholich Church
Access Inc
Community Learning Center
Old Mill Center for Children and Families
Sunny Oaks Inc
Hospice Center Bend La Pine
Westside Foursquare Church
Relief Nursery Inc
Morning Star Community Church

MULTNOMAH DEFENDERS INC
Providence Health System
Holy Trinity Catholic Church
Holy Redeemer Catholic Church
Alliance Bible Church

CARE OREGON
Mid Columbia Childrens Council

HUMANE SOCIETY OF REDMOND
Our Redeemer Lutheran Church
Kbps Public Radio
Skyball Salem Keizer Youth Bas
Open Technology Center
Grace Chapel
CHILDREN'S MUSEUM 2ND
Solid Rock
West Chehalem Friends Church
Guide Dogs For The Blind
Aldersgate Camps and Retreats
St. Katherine's Catholic Church
The Alliance NW of the Christian & Missionary
Alliance
Bags of Love
Grand View Baptist Church
Green Electronics Council
Scottish Rite
Western Wood Products Association

THE NEXT DOOR

NATIONAL PSORIASIS FOUNDATION

NEW BEGINNINGS CHRISTIAN CENTER
87 Exhibit 3 344

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM

HIGHLAND UNITED CHURCH OF CHRIST

OREGON REPERTORY SINGERS

HIGHLAND HAVEN

FAIR SHARE RESEARCH AND EDUCATION FUND
Oregon Satsang Society, Inc., A chartered
Affiliate of ECKANKAR , ECKA
First Baptist Church of Enterprise
The Canby Center
Institute de Cultura y Arte In Xochitl In Cuicatl

OSLC COMMUNITY PROGRAMS OCP
Oregon Nikkei Endowment
Eastern Oregon Alcoholism Foundation
Grantmakers for Education
The Spiral Gallery
The ALS Association Oregon and SW
Washington Chapter
Children's Relief Nursery
Home Builders
World of Speed
SW Community Health Center
Energy Trust of Oregon
St. Vincent de Paul Church
Fr. Bernard Youth Center
Oregon Psychoanalytic Center
Store to Door
Depaul Industries
North Coast Christian Church
Union County Economic Development Corp.

Camelto Theatre Company
Camp Fire Columbia

TAKE III OUTREACH
Rolling Hills Community Church
Summa Institute
Amani Center
Billy Webb Elks lodge #1050
Sandy Seventh -day Adventist Church
Muddy Creek Charter School

A FAMILY FOR EVERY CHILD
1000 FRIENDS OF OREGON

NONPROFIT ASSOCIATION OF OREGON

FAMILY CARE INC

MEDICAL TEAMS INTL
Clean Slate Canine Rescue & Rehabilitation
St. Martins Episcopal church
Food for Lane County
columbia gorge discovery center and museum
NAMI of Washington County
The Dalles Art Association
Temple Beth Israel
Willamette Leadership Academy/Pioneer
Youth Corps Of Oregon
Rose Haven
Sexual Assault Support Services
The Inn Home for Boys, Inc.9138
Oregon Technical Assistance Corporation
Education Travel & Culture, Inc.

Rural Development Initiatives
Jason Lee Manor/UMRC
YMCA of Marion and Polk Counties
Faith Christian Fellowship
Brookings Elks Lodge
Fund For Christian Charity
Deer Meadow Assisted Living
Umpqua Basin Water Association
The Church of Christ of Latter Day Saints
300 Main Inc
Southwestern Oregon Public Defender
Services, Inc.

Albertina Kerr Centers
Dufur Christian Church
St. Matthew Catholic School
Serendipity Center Inc
Northwest Family Services
Network Charter School
Ride Connecton
Parenting Now!
USO Northwest
Norkenzie Christian Church
Evergreen Wings and Waves
Ascension Episcopal Parish
Center for Family Development
West Salem Foursquare Church
Mount Pisgah Arboretum
Lower Columbia Estuary Partnership
Oasis Shelter Home
Nehalem Bay House
p:ear
Health Share of Oregon
88 Exhibit 3 345

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Appendix G

STATE NOTICE ADDENDUM
St. Peter Catholic Church
Mid Willamette Valley Community Action
A Hope For Autism Foundation
Breast Friends
SEPTL Southeast Portland Tool Library
National Christian Community Foundation
Legal Aid Services of Oregon LITC
Willamette Valley Babe Ruth
Center For Continuous Improvement
SEIU Local 49
Emerald Media Group
Trillium Sprigs
Youth Dynamics
Ashland Art Center
Apostolic Church of Jesus Christ

DOUGLAS FOREST PROTECTIVE
Oregon Lyme Disease Network
Ecotrust

SPECIAL MOBILITY SERVICES
Historical Outreach Foundation
Teras Interventions and Counseling Inc
Salem Area Chamber of Commerce
First Congregational Chrch

OREGON STATE FAIR
Ronald McDonald House Charities of Oregon &
Southwest Washington
Center for Human Development
Bridges to Change
DePaul Treatment Centers, Inc.

Mission Increase Foundation
Curry Public Transit Inc

THREE RIVERS CASINO
Brookings Harbor Christian School
Yamhill Community Care Organization
Portland Japanese Garden
The Madeleine Parish
The Tucker -Maxon Oral School
Southwest Neighborhoods, Inc
Wallowa Valley Center For Wellness

KIDS INTERVENTION AND DIAGNOSTIC CENTER
Portland Yacht Club
League of Women Voters
United Way of Lane County
Unithed Way
Portland Oregon Visitors Association
Southern Oregon Project Hope
Our United Villages
Samaritan Health Services Inc.

Kilchis House
Calvary Assembly of God
Lake Grove Presbyterian Church
Grace Lutheran School
Western Mennonite School

OEA CHOICE TRUST
American Tinnitus Association
Oregon Coast Aquarium, Inc.

Unitus Community Credit Union
St John the Baptist Greek Orthodox Church

COLUMBIA PACIFIC ECONOMIC DEVELOPMENT

DISTRICT OF OREGON
Oregon Rural Electric Cooperative Association

THE MILL CASINO
Oregon State University
Treasure Valley Community College
Unviersity of Oregon

OREGON UNIVERSITY SYSTEM

WESTERN STATES CHIROPRACTIC COLLEGE

GEORGE FOX UNIVERSITY

LEWIS AND CLARK COLLEGE

PACIFIC UNIVERSITY

REED COLLEGE

WILLAMETTE UNIVERSITY

LINFIELD COLLEGE

MULTNOMAH BIBLE COLLEGE

NORTHWEST CHRISTIAN COLLEGE

NATIONAL COLLEGE OF NATURAL MEDICINE

BLUE MOUNTAIN COMMUNITY COLLEGE
PORTLAND STATE UNIV.

CLACKAMAS COMMUNITY COLLEGE

MARYLHURST UNIVERSITY

OREGON HEALTH AND SCIENCE UNIVERSITY

BIRTHINGWAY COLLEGE OF MIDWIFERY
pacific u

UNIVERSITY OF OREGON

CONCORDIA UNIV
89 Exhibit 3 346

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
Marylhurst University
Corban College

UNIVERSITY OF PORTLAND
Portland Actors Conservatory
University Of Oregon Athletics Department
Ecola Bible School
Beta Omega Alumnae
Oregon Institute of Technology

EASTERN OREGON UNIVERSITY
11/3
Clackamas River Water Providers
eickhoff dev co inc
The Klamath Tribe
Cannon Beach Fire
Life Flight Network LLC

COVENANT RETIREMENT COMMUNITIES

PENTAGON FEDERAL CREDIT UNION

SAIF CORPORATION

GREATER HILLSBORO AREA CHAMBER OF

COMMERCE

LANE ELECTRIC COOPERATIVE

USAGENCIES CREDIT UNION
DOUGLAS ELECTRIC COOPERATIVE, INC.

ROGUE FEDERAL CREDIT UNION

PACIFIC CASCADE FEDERAL CREDIT UNION

LOCAL GOVERNMENT PERSONNEL INSTITUTE

GRANTS PASS MANAGEMENT SERVICES, DBA

SPIRIT WIRELESS
Kartini Clinic

OFFICE OF PUBLIC DEFENSE SERVICES
Clatskanie People's Utility District

MARION COUNTY HEALTH DEPT
Ricoh USA
Heartfelt Obstetrics & Gynecology
Coquille Economic Development Corporation
Cintas

CITY/COUNTY INSURANCE SERVICE

COMMUNITY CYCLING CENTER
Shangri La
Portland Impact
Eagle Fern Camp

KLAMATH FAMILY HEAD START

RIVER CITY DANCERS
Oregon Permit Technical Association
KEIZER EAGLES AERIE 3895
Pgma/Cathie Bourne
Sunrise Water
Burns Paiute Tribe
Oregon Public Broadcasting
La Grande Family Practice
SELCO Community Credit Union
Sphere MD
sunrise water authority

OREGON JUDICIAL DEPARTMENT
Confederated Tribes of Warm Springs
Halsey -Shedd Fire District
Nez Perce Tribe
Obsidian Urgent Care, P.C.

First Presbyterian Church of La Grande

CONFLUENCE ENVIRONMENTAL CENTE
A&I Benefit Plan Administrators, Inc.
crescent grove cemetery
Molalla Rural Fire Protection District

MONMOUTH - INDEPENDENCE NETWORK

MALIN COMMUNITY PARK AND RECREATION

DISTRICT

TILLAMOOK PEOPLES UTILITY DISTRICT

GLADSTONE POLICE DEPARTMENT

GOLD BEACH POLICE DEPARTMENT

THE NEWPORT PARK AND RECREATION
CENTER

RIVERGROVE WATER DISTRICT

WEST VALLEY HOUSING AUTHORITY

TUALATIN VALLEY FIRE & RESCUE

GASTON RURAL FIRE DEPARTMENT

CITY COUNTY INSURANCE SERVICES
METRO

SUNSET EMPIRE PARK AND RECREATION

SPRINGFIELD UTILITY BOARD
Tillamook Urban Renewal Agency
Netarts Water District
City of Nehalem
Boardman Rural Fire Protection District
90 Exhibit 3 347

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
z
Silverton Fire District
Lewis and Clark Rural Fire Protection District
Rainbow Water District
Illinois Valley Fire District

PORT OF TILLAMOOK BAY

TRI-COUNTY HEALTH CARE SAFETY NET

ENTERPRISE

METROPOLITAN EXPOSITION -RECREATION

COMMISSION

REGIONAL AUTOMATED INFORMATION

NETWORK

OAK LODGE WATER DISTRICT

THE PORT OF PORTLAND

WILLAMALANE PARK AND RECREATION

DISTRICT

TUALATIN VALLEY WATER DISTRICT

UNION SOIL & WATER CONSERVATION

DISTRICT

LANE EDUCATION SERVICE DISTRICT

TUALATIN HILLS PARK AND RECREATION

DISTRICT

PORT OF SIUSLAW

CHEHALEM PARK AND RECREATION DISTRICT

PORT OF ST HELENS

LANE TRANSIT DISTRICT

CENTRAL OREGON INTERGOVERNMENTAL

COUNCIL
HOODLAND FIRE DISTRICT NO.74

MID COLUMBIA COUNCIL OF GOVERNMENTS

WEST MULTNOMAH SOIL AND WATER

CONSERVATION DISTRICT

SALEM AREA MASS TRANSIT DISTRICT
Banks Fire District #13
KLAMATH COUNTY 9-1-1

GLENDALE RURAL FIRE DISTRICT
COLUMBIA 911 COMMUNICATIONS DISTRICT

CLACKAMAS RIVER WATER

NW POWER POOL
Lowell Rural Fire Protection District
TriMet Transit
Estacada Rural Fire District
Keizer Fire District
State Accident Insurance Fund Corporation
Bend Metro Park & Recreation District
Port of Hood River
La Pine Park & Recreation District
Siuslaw Public Library District
Columbia River Fire & Rescue
Fern Ridge Library District
Seal Rock Water District
Rockwood Water P.U.D.

Tillamook Fire District
Tillamook County Transportation Dist
Central Lincoln People's Utility District
Jefferson Park and Recreation
City of Monmouth / Public Works
McMinnville Police Department
City of Sublimity
City of Central Point Parks and Recreation
Gearhart Fire Department
Brookings Fire / Rescue
City of Veneta

CITY OF DAMASCUS
Hermiston Fire & Emergency Svcs

CEDAR MILL COMMUNITY LIBRARY

CITY OF LAKE OSWEGO

EUGENE WATER & ELECTRIC BOARD

LEAGUE OF OREGON CITIES

CITY OF SANDY

CITY OF ASTORIA OREGON

CITY OF BEAVERTON

CITY OF BOARDMAN

CITY OF CANBY

CITY OF CANYONVILLE

CITY OF CENTRAL POINT POLICE DEPARTMENT

CITY OF CLATSKANIE

CITY OF CONDON

CITY OF COOS BAY

CITY OF CORVALLIS

CITY OF CRESWELL

CITY OF ECHO

CITY OF ESTACADA

CITY OF EUGENE

CITY OF FAIRVIEW

CITY OF GEARHART

CITY OF GOLD HILL

CITY OF GRANTS PASS
91 Exhibit 3 348

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM

CITY OF GRESHAM

CITY OF HILLSBORO

CITY OF HOOD RIVER

CITY OF JOHN DAY

CITY OF KLAMATH FALLS

CITY OF LA GRANDE

CITY OF MALIN

CITY OF MCMINNVILLE

CITY OF HALSEY

CITY OF MEDFORD

CITY OF MILL CITY

CITY OF MILWAUKIE

CITY OF MORO

CITY OF MOSIER

CITY OF NEWBERG

CITY OF OREGON CITY

CITY OF PILOT ROCK

CITY OF POWERS

RAINIER POLICE DEPARTMENT

CITY OF REEDSPORT

CITY OF RIDDLE

CITY OF SCAPPOOSE

CITY OF SEASIDE

CITY OF SILVERTON

CITY OF STAYTON
City of Troutdale

CITY OF TUALATIN, OREGON

CITY OF WARRENTON

CITY OF WEST LINN/PARKS

CITY OF WOODBURN

CITY OF TIGARD, OREGON

CITY OF AUMSVILLE

CITY OF PORT ORFORD

CITY OF EAGLE POINT

CITY OF WOOD VILLAGE
St. Helens, City of

CITY OF WINSTON

CITY OF COBURG

CITY OF NORTH PLAINS

CITY OF GERVAIS

CITY OF YACHATS

FLORENCE AREA CHAMBER OF COMMERCE

PORTLAND DEVELOPMENT COMMISSION

CITY OF CANNON BEACH OR
CITY OF ST. PAUL

CITY OF ADAIR VILLAGE

CITY OF WILSONVILLE

CITY OF HAPPY VALLEY

CITY OF SHADY COVE

CITY OF LAKESIDE

CITY OF MILLERSBURG

CITY OF GATES

KEIZER POLICE DEPARTMENT

CITY OF DUNDEE

CITY OF AURORA

THE CITY OF NEWPORT

CITY OF ALBANY

CITY OF ASHLAND

CITY OF LEBANON

CITY OF PORTLAND

CITY OF SALEM

CITY OF SPRINGFIELD

CITY OF BURNS

CITY OF COTTAGE GROVE

CITY OF DALLAS

CITY OF FALLS CITY

CITY OF PHOENIX

CITY OF PRAIRIE CITY

CITY OF REDMOND

CITY OF SHERWOOD
City of junction city
City of Florence
City of Dayton
City of Monmouth
City of Philomath
City of Sheridan
Seaside Public Library
City of Yoncalla
La Grande Police Department
Cove City Hall

NW PORTLAND INDIAN HEALTH BOARD
Portland Patrol Services
City Of Bend
City Of Coquille
City Of Molalla

ROCKWOOD WATER

DISTRICT
City of St. Helens

PEOPLE'S UTILITY
92 Exhibit 3 349

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
City of North Powder
City of Cornelius, OR
Toledo Police Department
City of Independence
City of Baker City
McMinnville Water & Light
City of Pendleton Parks & Recreation

CITY OF SWEETHOME

CITY OF THE DALLES
CLACKAMAS FIRE DIST#1

DESCHUTES PUBLIC LIBRARY
City of Ontario
City of Corvallis Parks and Recreation
North Lincoln Fire & Rescue #1
City of Harrisburg
Gladstone Public Library
Seaside Fire & Rescue
City of Union
City of Richland

CITY OF LINCOLN CITY
City of Donald
City of Milton-Freewater

CITY OF SCIO
City of Forest Grove
City Govrnment
City of Mt. Angel
Albany Police Department
Umatilla Electric Cooperative

WATER ENVIRONMENT SERVICES
Polk County Fire District No.1
Netarts-Oceanside RFPD
UIUC
Rogue River Fire District
Aurora Rural Flre District
Tillamook County Emergency Communications
District
Southern Coos Hospital
Oregon Cascades West Council of
Governments
MULTONAH COUNTY DRAINAGE DISTRICT #1

PORT OF BANDON

OR INT'L PORT OF COOS BAY

MID -COLUMBIA CENTER FOR LIVING
DESCHUTES COUNTY RFPD NO.2

YOUNGS RIVER LEWIS AND CLARK WATER

DISTRICT

PACIFIC STATES MARINE FISHERIES

COMMISSION

HOUSING AUTHORITY AND COMMUNITY

SERVICES AGENCY

CENTRAL OREGON IRRIGATION DISTRICT
MARION COUNTY FIRE DISTRCT #1

COLUMBIA RIVER PUD
SANDY FIRE DISTRICT NO. 72

BAY AREA HOSPITAL DISTRICT

NEAH KAH NIE WATER DISTRICT

PORT OF UMPQUA

EAST MULTNOMAH SOIL AND WATER

CONSERVANCY
Benton Soil & Water Conservation District

DESCHUTES PUBLIC LIBRARY SYSTEM
North Douglas County Fire & EMS
Crooked River Ranch Rural Fire Protection
District

PARROTT CREEK CHILD & FAM
South Lane County Fire And Rescue

CENTRAL OREGON COMMUNITY COLLEGE

LANE COMMUNITY COLLEGE
MT. HOOD COMMUNITY COLLEGE

LINN-BENTON COMMUNITY COLLEGE

SOUTHWESTERN OREGON COMMUNITY

COLLEGE

PORTLAND COMMUNITY COLLEGE

CHEMEKETA COMMUNITY COLLEGE

COLUMBIA GORGE COMMUNITY COLLEGE

TILLAMOOK BAY COMMUNITY COLLEGE

KLAMATH COMMUNITY COLLEGE DISTRICT
Oregon Coast Community College
Clatsop Community College
North Portland Bible College
Teacher Standards and Pracitices Commission
Oregon Forest Resources Institute
93 Exhibit 3 350

RFP2000001701
Appendix G

STATE NOTICE ADDENDUM
Office of the Ong Term Care Ombudsman
Oregon State Lottery

OREGON TOURISM COMMISSION

OREGON STATE POLICE

OFFICE OF THE STATE TREASURER
OREGON DEPT. OF EDUCATION
SEIU LOCAL 503, OPEU

OREGON DEPARTMENT OF FORESTRY

OREGON STATE DEPT OF CORRECTIONS

OREGON CHILD DEVELOPMENT COALITION

OFFICE OF MEDICAL ASSISTANCE PROGRAMS

OREGON OFFICE OF ENERGY

OREGON STATE BOARD OF NURSING

BOARD OF MEDICAL EXAMINERS

OREGON LOTTERY

OREGON BOARD OF ARCHITECTS

SANTIAM CANYON COMMUNICATION CENTER

OREGON DEPT OF TRANSPORTATION

OREGON TRAVEL INFORMATION COUNCIL

OREGON DEPARTMENT OF EDUCATION
OREGON DEPT. OF CORRECTIONS

DEPARTMENT OF ADMINISTRATIVE SERVICES
Oregon Board of Massage Therapists
Oregon Tradeswomen
Oregon Convention Center

OREGON SCHL BRDS ASSOCIAT
Central Oregon Home Health and Hos
Oregon Health Care Quality Cor

OREGON DEPARTMENT OF HUMAN SERVICES
Oregon Air National Guard
Training & Employment
BIENESTAR, INC.

State of Oregon - Department of
Administrative Services
Aging and People with Disabilities
Procurement Services/DAS

STATE OF OREGON
City of Astoria Fire Department
Columbia Gorge ESD
I
City of Carlton
City of Pendleton Convention Center
Nehalem Bay Wastewater
Association of Oregon Community Mental
Health Programs

US FISH AND WILDLIFE SERVICE
Bonneville Power Administration
Oregon Army National Guard
USDA Forest Service
Yellowhawk Tribal Health Center

ANGELL JOB CORPS
Coquille Indian Housing Authority

HOUSING AUTHORITY OF PORTLAND

NORTH BEND CITY- COOS/URRY HOUSING

AUTHORITY

MARION COUNTY HOUSING AUTHORITY

HOUSING AUTHORITY OF THE CITY OF SALEM
Housing Authority of Yamhill County
The Housing Authority of the County of
Umatilla
94 Exhibit 3 351

RFP2000001701
Appendix G

FEMA STANDARD TERMS AND CONDITIONS ADDENDUM FOR CONTRACTS AND GRANTS
If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency ("FEMA") grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 ("44 CFR 13").

In addition, Contractor agrees to the following specific provisions:

1. Pursuant to 44 CFR 13.36(i)(1), County is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor's compliance with the terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR 13.43.

2. Pursuant to 44 CFR 13.36(i)(2), County may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44.

3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws:
a. Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor ("DOL") regulations (41 CFR Ch. 60); b. Copeland "Anti -Kickback" Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3);
c. Davis -Bacon Act (40 U.S.C. 276a -276a-7) as supplemented by DOL regulations (29 CFR Part 5);
d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5); e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and
f. 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 (Pub. L. 94-163, 89 Stat. 871).

4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and

41. 5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding patents:
a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the County and be disposed of in accordance with County policy. The County, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries.

6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding 95 Exhibit 3 352

RFP2000001701
Appendix G

FEMA STANDARD TERMS AND CONDITIONS ADDENDUM FOR CONTRACTS AND GRANTS
copyrights:
a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes:
(1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support.

7. Pursuant to 44 CFR 13.36(1)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as County deems necessary, Contractor shall permit County, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions.

8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or County makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42. 96 Exhibit 3 353

RFP2000001701
Appendix G

COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM
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, Contractor 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 is the more restrictive requirement. When using Federal Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis -Bacon Act. HUD -4010 Labor Provisions also applies to this contract.

Exhibit 3

RFP2000001701
Attachment 1

SCENARIOS
Scenario #1
A metropolitan County has decided to procure and implement a Body Camera system in its County.

The County's police force consists of 250 officers with multiple stations throughout the County.

Your response should include the following:
• All Hardware necessary for this project (Assume that no current hardware exists that can support this addition to the infrastructure). Examples include but are not limited to:
cameras, servers, computers, and peripherals associated with these items. • All Services necessary for implementation, testing, training and support (Use labor categories proposed).
• Software — any and all software associated with the capture, interface, storage and redaction of data.
• If proposing a solution, be sure to include all of the items above. • Interfaces to be considered but not limited to are: CAD, records management • Security of all data
• Cloud solutions for storage if offered including the security of your cloud solution • Redaction services
• Annual maintenance and support costs
Scenario #2
A metropolitan City has decided to procure and implement a human services case management system in their jurisdiction for the provision of intakes, assessments, determining eligibility, case notes, tracking client progress, measuring outcomes, providing referrals.

The City currently has 50 case workers and 7,500 consumers of services.

Your response should include the following:
• All Hardware necessary for this project (Assume that no current hardware exists that can support this addition to the infrastructure). Examples include but are not limited to:
laptops for case workers, servers, and peripherals associated with these items. • All Services necessary for implementation, testing, training and support (Use labor categories proposed).
• Software — any and all software associated with the capture, interface, storage and redaction of data.
• Include all interfaces to be considered, including but not limited to records management, court records, and health data.
• Security of all data
• Cloud solutions for storage if offered including the security of your cloud solution • Redaction services
• Annual maintenance and support costs
Exhibit 3
��5

County of Fairfax, Virginia

ADDENDUM
DATE: September 15, 2015
ADDENDUM NO. 3
TO: ALL PROSPECTIVE OFFERORS
REFERENCE: RFP 2000001701
TITLE: Technology Products, Services, Solutions and Related Products and Services DUE DATE/TIME: October 8, 2015 / 2:00 PM (Revised)
The referenced request for proposal is amended as follows:

1. The date and time have been changed to October 8, 2015 at 2:00 P.M.

2. In Paragraph 7.3 titled Cost Proposal Instructions, Tab 1, page 19, add item 3: "Manufacturer price lists may be submitted solely electronically (CD or USB), and are not required in hard copy."

3. In Paragraph 6.1 titled Technical Proposal Instructions, Tab 5, delete Item 3 in its entirety and replace with: "Offeror shall include copies of any applicable End User License Agreements (EULA) and Service Level Agreements (SLA). EULAs and SLAs may be submitted solely electronically (CD or USB), and are not required in hard copy."
All other terms and conditions remain the same.

Lonnette Robinson, CPPB
Contract Specialist Supervisor

THIS ADDENDUM IS ACKNOWLEDGED AND IS CONSIDERED A PART OF THE SUBJECT REQUEST FOR PROPOSAL:

Name of Firm
(Signature) (Date)

A SIGNED COPY OF THIS ADDENDUM SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL OR RETURNED PRIOR TO DUE DATE/TIME.

Note: SIGNATURE ON THIS ADDENDUM DOES NOT SUBSTITUTE FOR YOUR SIGNATURE ON THE ORIGINAL PROPOSAL DOCUMENT. THE ORIGINAL PROPOSAL DOCUMENT MUST BE SIGNED.

Rev 1/08
Exhibit 3
Department of Purchasing & Supply Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www fairtaxc0unty,zov/dpsm.

Phone (703) 37 8201, TTY: 1800- 828-1140, Fax: (703) 324-3681

County of Fairfax, Virginia

ADDENDUM
DATE: September 4, 2015
ADDENDUM NO. 2
TO: ALL PROSPECTIVE OFFERORS
REFERENCE: RFP 2000001701
TITLE: Technology Products, Services, Solutions and Related Products and Services DUE DATE/TIME: September 24, 2015 @ 2:00 PM (Revised)
The referenced request for proposal is amended as follows:

1. In Paragraph 7.3 titled Cost Proposal Instructions, Tab 2, page 19, delete Item 2 in its entirety and replaced with "AII prices offered in the cost proposal shall include labor, supervision, equipment and any other incidentals to complete the solution, application or service. Offeror shall provide travel services separately in its cost proposal."

2. Refer to Attachment 1, for responses to questions received up to August 26, 2015 are answered in the attachment.

AII other terms and conditions remain unchanged.

Lonnette Robinson, CPPB
Contract Specialist Supervisor

THIS ADDENDUM IS ACKNOWLEDGED AND IS CONSIDERED A PART OF THE SUBJECT REQUEST FOR PROPOSAL:

Name of Firm
(Signature) (Date)

A SIGNED COPY OF THIS ADDENDUM SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL OR RETURNED PRIOR TO DUE DATE/TIME.

Note: SIGNATURE ON THIS ADDENDUM DOES NOT SUBSTITUTE FOR YOUR SIGNATURE ON THE ORIGINAL PROPOSAL DOCUMENT. THE ORIGINAL PROPOSAL DOCUMENT MUST BE SIGNED.

Exhibit 3
Department of Purchasing & Supply Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Rev 1/08 Website: www thirtaxc0unty,gpv/dpsm.

Phone (70353.4-3201, TTY: 1800- 828-1140, Fax: (703) 324-3681

RFP 2000001701
Addendum 2

Page 2 ends

Bell Gardens City CouncilFebruary 27, 2023

Bell Gardens City Council
February 27, 2023