Agenda packet — Bell Gardens City Council, May 11, 2026 (part 3 of 11)

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrecti ons; riots; epidemics; pandemic; landslides; lightning; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.

Franchise Tax. The supplier hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

Funding. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only. Each payment obligation created by this contract is conditioned upon the availability of c ity, county, state and federal funds that are appropriated ��

Version April 10, 2024

or allocated for the payment of such an obligation. If funds are not allocated by an entity and available for the continued purchase of the services and/or materials provided under this contract, this contract may be terminated at the end of the period for which funds are available. The entity will endeavor to notify the supplier in the event that continued service will or may be affected by non-appropriation. No penalty shall accrue to the entity in the event this provision is exercised, and the entity shall not be obligated or liable for any future payments due or for any damages as a result of termination under this paragraph.

Indemnity. The awarded supplier shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the supplier, supplier employees or supplier subcontractors in the preparation of the solicitation and the later execution of the contract.

Insurance. Certificates of insurance shall be delivered to a public agency requesting them prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded supplier shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The awarded supplier shall require all subcontractors performing any work to maintain coverage as specified.

Legal Obligations. It is the supplier’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

Non-Exclusive Contract. This contract is for the sole convenience of Region 14 ESC, which may obtain like goods or services from other sources.

Permits. Knowing and abiding by the permit laws in each state is the sole responsibility of the supplier.

Price Increases. Should it become necessary, price increase requests may be submitted quarterly the term of the contract and must be approved by Region 14 ESC in writing. Included with the request must b e documentation and/or formal cost justification for these changes .

Requests will be formally reviewed, and if justified in the sole opinion of Region 14 ESC , the change will be approved.

Products. Supplier shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects.

Products and Services Additions. New products and/or services may be added to the contract quarterly during the term by Region 14 ESC’s written approval, to the extent that those products and/or services are within the scope of this RFP.

Safety. Suppliers performing services shall comply with occupational safety and health rules and regulations. All suppliers and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property. ��

Version April 10, 2024

Tax Exempt Status. Knowing the tax laws in each state is the sole responsibility of the supplier.

Term and Renewal. The contract term is for three (3) year s. The contract may be renewed for up to two (2) additional one-year terms or any combination of time not to exceed 2 years.

Maintenance/service/supplemental agreements may be issued for up to (5) years under this contract so long as the effective date of the maintenance/service/supplement agreement is prior to the expiration of the contract.

Termination. This contract may be terminated at any time by mutual written consent, or by Region 14 ESC , with or without cause, upon giving thirty (30) days written notice. Region 14, at its convenience, by written notice, may terminate this contract, in whole or in part. If this c ontract is terminated, Region 14 ESC shall be liable only for payment under the payment provisions of this contract for services rendered and accepted material received by Region 14 ESC before the effective date of termination. Region 14 ESC reserves the right to terminate the whole or any part of this Contract due to the failure of the supplier to carry out any term or condition of the contract.

Region 14 will issue a written ten (10) day notice of default to the supplier for acting or failing to act as specified in any of the following: i n the opinion of Region 14 ESC , the supplier provides personnel that do not meet the requirements of the contract; In the opinion of Region 14 ESC, the supplier fails to perform adequately the stipulations, conditions or services/specifications required in this c ontract; in the opinion of Region 14 ESC , the supplier attempts to impose personnel, materials, products or workmanship of an unacceptable quality; t he supplier fails to furnish the required service and/or product within the time stipulated in the contract; in the opinion of Region 14 ESC, the supplier fails to make progress in the performance of the requirements of the contract; the supplier gives Region 14 ESC a positive indication that the supplier will not or cannot perform to the requirements of the contract.

Waiver. Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ��

Version April 10, 2024

V. EVALUATION
Region 14 ESC will evaluate proposals in accordance with the criteria outlined in the solicitation subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. Award(s) will be made to the prospective supplier(s) whose response is determined to be the most advantageous.

Supplier’s proposal should include the following for Region 14 ESC’s evaluation:

A. Availability of Products and Pricing (40 points)

1. Provide pricing for products, services, warranties, etc. supplier proposes to offer. Price lists provided will be used to establish both the extent of a supplier ’s product lines, services, warranties, etc. available from the supplier and the pricing per item. Pricing should be based on a discount from a manufacturer’s price list or catalog, or fixed price, or combination of both. Multiple percentage discounts are acceptable if, where different discounts apply, the different percentages are specified. Electronic Catalog and/or price lists should accompany the proposal. Additional pricing and/or discounts may be included.

Suppliers may elect to limit their proposals to any category or categories. a. Any discounts proposed shall remain the same throughout the term of the contract and at all renewal options. At a minimum, the Contractor must hold the proposed price list firm for the first 12 months after the contract award. b. Pricing is not to exceed. Unlike fixed pricing, the supplier can adjust submitted pricing lower if needed but cannot exceed the approved pricing. The contract must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable. c. Due to products and services potentially being used in response to an emergency or disaster recovery situation in which federal funding may be used, if suppliers are proposing cost plus a percentage of cost, suppliers should provide alternative pricing that does not include either cost plus a percentage of cost. If pricing is based on time and materials, a ceiling price that the supplier exceeds at its own risk will be needed as determined and set by the Participating Public Agency. If products and services are provided in a situation where an agency is eligible for federal funding, supplier is subject to and must comply with all federal requirements applicable to the funding including, but not limited to the FEMA and Additional Federal Funding Special Conditions section located in the Federal Funds Certifications Exhibit.

2. Propose the frequency of updates to the supplier’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the contract.

3. Describe any shipping charges. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing.

4. Describe any delivery or installation services provided by Offeror and how these services are priced. Include any fees such as setup/cleaning, design/layout, special orders, etc.

Supplier may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Supplier.

5. Describe any return and restocking fees.

6. Describe if distributors/dealers/resellers/subsidiaries/partners (“affiliates”) will be used to fulfill the contract. Submit a list of those affiliates authorized to sell under the proposed ��

Version April 10, 2024

contract. Where and how does Offeror propose to maintain an authorized affiliate list so it may be accessed by Participating Agencies? How often does the supplier propose to update the affiliate list? Confirm the Offeror reviews the financial health, debarment status and overall general capacity of authorized affiliates. Purchase orders and payment can only be made to the awarded supplier or an approved affiliate and pricing must be less than or equal to the pricing stated herein. Offerors who use authorized affiliates are responsible for ensuring authorized affiliates are performing in accordance with the contract.

7. Describe any special offers, promotions, additional discounts or rebates offered. Additional discount or rebates may be offered for large quantity purchases, single ship to location programs, growth, annual spend, guaranteed quantity, etc.

8. Describe any Leasing/Financing programs.

9. Describe how customers verify they are receiving the correct contract pricing.

10. Describe supplier’s invoicing process. Include payment terms and acceptable methods of payments. Suppliers shall describe any associated fees pertaining to credit cards/p-cards.

11. Describe how future product introductions will be priced and align with contracting pricing proposed.

12. Provide any additional information relevant to this section.

B. Ability to Perform (30 points)

1. Include a detailed response to Appendix B, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how supplier will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners.

2. The successful supplier will be required to sign Appendix B, Exhibit B, OMNIA Partners Administration Agreement prior to c ontract award. Supplier s should have any reviews required to sign the document prior to submitting a response. Supplier’s response should include any proposed exceptions to OMNIA Partners Administration Agreement.

3. Include completed Appendix B, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance.

4. Provide available ordering methods (online ordering, order tracking, search options, order history, etc.).

5. What is supplier’s average on time delivery rate? Describe Supplier’s history of meeting the shipping and delivery timelines.

6. Describe how supplier responds to emergency orders.

7. What is supplier’s average Fill Rate?

8. Describe supplier’s return and restocking policy.

9. Describe supplier’s ability to meet service and warranty needs. Proposal should address life expectancy of equipment under normal use; applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period; a vailability of replacement parts; and detailed information as to proposed return policy on all equipment.

10. Describe any extended warranty programs or service maintenance programs.

11. The supplier shall provide timely and accurate technical advice and sales support. The supplier shall respond to such requests within one (1) working day after receipt of the request. Describe supplier’s customer service/problem resolution process and ability to meet the one working day response time. Include hours of operation, number of services, etc.

12. Describe supplier’s contract implementation/customer transition plan.

13. Describe the financial condition of supplier.
��

Version April 10, 2024

14. Provide a website link to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality.

15. Describe the supplier’s safety record.

16. Describe technology used to support the contract.

17. Provide any additional information relevant to this section.

C. References and Experience (20 points)

1. Provide a brief history of the supplier, including year it was established and corporate office location.

2. Describe supplier’s reputation in the marketplace.

3. Describe supplier’s reputation of products and services in the marketplace.

4. Describe the experience and qualification of key employees.

5. Describe supplier’s experience working with the government sector.

6. Describe any social diversity initiatives.

7. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.

8. Provide a minimum of 5 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume.

9. Region 14 ESC reserves the right to make such additional investigations as it deems necessary to establish the competence and financial stability of any submitting a proposal.

10. Provide any additional information relevant to this section.

D. Value Added Products/Services (10 points)

1. Provide any additional information related to products and services supplier proposes to enhance and add value to the contract.

2. Provide any additional equipment offerings: Used, Parts, Accessories, Service and Repair, Trade-Ins, may be included by providing a pricing structure for each of these items.

3. Describe any equipment reconditioning and recertification offerings.

E. Clarifications/Discussions. Region 14 ESC may request additional information or clarification from any of the supplier s after review of the proposals received for the sole purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give supplier an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those supplier’s whose proposals are determined to be reasonably susceptible of being selected for award. Region 14 ESC will not assist supplier in bringing its proposal up to the level of other proposals through clarifications or discussions. Region 14 ESC will not indicate to supplier a cost or price that it must meet to obtain further consideration, nor will it provide any information about other suppliers’ proposals or prices.

F. Competitive Range or Shortlist. It may be necessary for Region 14 ESC to establish a competitive range or shortlist. Responses not in the competitive range or shortlist do not receive further award consideration. Region 14 ESC may determine establishing a competitive range or shortlist is not necessary. Inclusion in the competitive range or shortlist does not constitute a contract award. Should a competitive range or shortlist be used, further evaluation and scoring to determine contract award will be used.

��

Version April 10, 2024

G. Oral Presentations/Interviews. Region 14 ESC reserves the right to conduct interviews with some or all of the suppliers at any point during the evaluation process. However, Region 14 ESC may determine that interviews are not necessary. In the event interviews are conducted, information provided during the interview process shall be taken into consideration when evaluating the stated criteria. Region 14 ESC shall not reimburse the supplier for costs associated with the interview process.

H. Contract Negotiations. Exclusive or concurrent negotiations may be conducted with responsible supplier(s) for the purpose of altering or otherwise changing the conditions, terms and price of the proposed contract unless prohibited. Suppliers shall be accorded fair and equal treatment in conducting negotiations and there shall be no disclosure of any information derived from proposals submitted by competing suppliers. Exclusive or concurrent negotiations shall not constitute a contract award nor shall it confer any property rights to the successful supplier. In the event Region 14 ESC deems that negotiations are not progressing; Region 14 ESC may formally terminate these negotiations and may enter into subsequent concurrent or exclusive negotiation with the next most qualified supplier(s).

I. Past Performance. Past performance is relevant information regarding a supplier’s actions under previously awarded contracts; including the administrative aspects of performance; the supplier’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the supplier’s businesslike concern for the interests of the customer. Past performance will be considered in the evaluation of the responses. ��

Version April 10, 2024

VI. SIGNATURE FORM
A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective supplier must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process.

A contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract.

The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless conspicuously noted by the supplier following the requirements of Deviations and Exceptions section in the Instructions to Suppliers. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this response in collusion with any other s upplier and that the contents of this proposal as to prices, terms or conditions of this response have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

Prices are guaranteed for 120 days.

____________________________________________________________________________ Company Name

____________________________________________________________________________ Address

____________________________________________________________________________ City State Zip

___________________________________ ___________________________________ Telephone Number Fax Number

____________________________________________________________________________ Email Address

___________________________________ ___________________________________ Printed Name Position

____________________________________________________________________________ Authorized Signature
��

Version April 10, 2024

Appendix A – Required Documents

1. Antitrust Certification Statement (Tex. Government Code § 2155.005)

2. Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295)

3. Texas Government Code 2270 Verification Form

4. Any additional agreements supplier will require Participating Agencies to sign

��

Version April 10, 2024

Appendix A, Doc #1

ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form

I affirm under penalty of perjury of the laws of the State of Texas that:

1. I am duly authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;

2. In connection with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;

3. In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and

4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Company Contact
Signature
Printed Name
Address Position with Company
Official
Authorizing
Proposal

Signature
Phone
Printed Name
Fax
Position with Company

��

Version April 10, 2024

Appendix A, DOC # 2
Implementation of House Bill 1295
Certificate of Interested Parties (Form 1295):

In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016.

The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission’s website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295.

Filing Process:

Staring on January 1, 2016, the commission made available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract.

The governmental entity or state agency must notify the commission, using the commission’s filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. This process is known as acknowledging the certificate. The commission will post the acknowledged Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. The posted acknowledged form does not contain the declaration of signature information provided by the business.

A certificate will stay in the pending state until it is acknowledged by the governmental agency.

Only acknowledged certificates are posted to the commission’s website.

Version April 10, 2024

Appendix A, DOC # 3

Texas Government Code 2270 Verification Form

House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller.

I, ____________________, as an authorized representative of

___________________________________________, a contractor engaged by Insert Name of Company

Region 14 Education Service Center, 1850 Highway 351, Abilene, Texas 79601, verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future.

Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf.

I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity.

I swear and affirm that the above is true and correct.

______________________________________________ ________________ Signature of Named Authorized Company Representative Date

��
Appendix B – OMNIA Partners Exhibits
Version April 10, 2024

Appendix B – OMNIA Partners Exhibits
[Insert OMNIA Partners Exhibits]

��

Version June 26, 2024

APPENDIX B

Requirements for National Cooperative Contract To Be Administered by OMNIA Partners

The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier’s review and response.

Exhibit A – Response for National Cooperative Contract

Exhibit B – Administration Agreement, Example
Exhibit C – Master Intergovernmental Cooperative Purchasing Agreement, Example Exhibit D – Principal Procurement Agency Certificate, Example Exhibit E – Contract Sales Reporting Template
Exhibit F – Federal Funds Certifications
Exhibit G – New Jersey Business Compliance
Exhibit H – Advertising Compliance Requirement

��

Version June 26, 2024

Exhibit A
Response for National Cooperative Contract

1.0 Scope of National Cooperative Contract

Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.

1.1 Requirement

The Region 14 Education Service Center (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”), is requesting proposals for Cloud Solutions for HR, Finance and Planning. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal ( “Master Agreement ”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non- profit entities, and agencies for the public benefit (“ Public Agencies ”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners , an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc. , incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.

This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.

��

Version June 26, 2024

These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies , in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.

1.2 Marketing, Sales and Administrative Support

During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales , partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.

OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support.

The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:

A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media

The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams

��

Version June 26, 2024

The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration

Suppliers are required to pay an A dministrative Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier’s option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners’ technology platform.

1.3 Estimated Volume

The dollar volume purchased under the Master Agreement is estimated to be approximately $100 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners , and volume growth into other Public Agencies through a coordinated marketing appr oach between Supplier and OMNIA Partners.

1.4 Award Basis

The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of th e individual Participating Public Agency.

Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency’s purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., ��

Version June 26, 2024

governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement . Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.

1.5 Objectives of Cooperative Program

This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

2.0 REPRESENTATIONS AND COVENANTS

As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment

��

Version June 26, 2024

Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account mana ger within the RFP response that will be responsible for the overall management of the Master Agreement.

2.2 Pricing Commitment

Supplier commits the not -to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

2.3 Sales Commitment

Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

3.0 SUPPLIER RESPONSE

Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

3.1 Company

A. Brief history and description of Supplier to include experience providing similar products and services.

B. Total number and location of salespersons employed by Supplier.

C. Number and location of support centers (if applicable) and location of corporate office.

D. Annual sales for the three previous fiscal years.
a. Submit FEIN and Dunn & Bradstreet report.

��

Version June 26, 2024

E. Describe any green or environmental initiatives or policies.

F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement.

Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Yes No
If yes, list certifying agency: ___________________________________ b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE)
Yes No
If yes, list certifying agency: ___________________________________ c. Historically Underutilized Business (HUB)
Yes No
If yes, list certifying agency: ___________________________________ d. Historically Underutilized Business Zone Enterprise (HUBZone) Yes No
If yes, list certifying agency: ___________________________________ e. Other recognized diversity certificate holder
Yes No

If yes, list certifying agency: ____________________________________ H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority- owned standards.

If any, list which certifications subcontractors hold and certifying agency.

I. Describe how supplier differentiates itself from its competitors.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or ��

Version June 26, 2024

c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

L. Describe any debarment or suspension actions taken against supplier

3.2 Distribution, Logistics

A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

B. Describe how s upplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

3.3 Marketing and Sales

A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on its website so Participating Public Agencies m ay easily conduct their due diligence. Describe any portions of the response that should not be available on the website and why those portions should not be available.

B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier ’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:

i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days

C. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Publ ic Agency customers of Supplier, as ��

Version June 26, 2024

well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:

i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co- branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e.

Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier . In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page;
• A dedicated toll- free number and email address for OMNIA Partners
D. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications ��

Version June 26, 2024

and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

F. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:

i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive

G. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:

i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts

H. Provide the name, title, email and phone number for the person(s), who will be responsible for:

i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts

I. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set - up, timely contract administration, etc.

��

Version June 26, 2024

K. State the amount of Supplier ’s Public Agency sales for the previous fiscal year.

Provide a list of Supplier ’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).

$_______.00 in year one
$_______.00 in year two
$_______.00 in year three

To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.

i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

Detail Supplier’s strategies under these options when responding to a solicitation.

��

Version June 26, 2024

Exhibit B
Administration Agreement, Example

ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this “ Agreement”) is made this ___ day of ______ 20__, between OMNIA Partners, Public Sector, Inc., a Delaware corporation (“ OMNIA Partners”), and ________________ (“Supplier”).

RECITALS

WHEREAS, the ___________________ (the “ Principal Procurement Agency ”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “ Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ____________________________ (the “Product”);

WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B ) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement;

WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies;

WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency;

WHEREAS, Principal Procurement Agency desires OMNIA Partners to proceed with administration of the Master Agreement; and

WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier.

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

DEFINITIONS

1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement.

��

Version June 26, 2024

TERMS AND CONDITIONS

3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners , its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance. Furthermore, OMNIA Partners shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement.

4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement.

5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agre ement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement.

6. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, when applicable, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) U nited States f ederal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Gramm -Leach-Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, “Data Regulations”).

Version June 26, 2024

business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of perform ance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement . By entering into the Agreement, Supplier certifies that it understands the sp ecific restrictions contained in this Section 6 and will comply with them. For purposes hereof, “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of “personal information” as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third party “request to know” or “request to delete” (as defined pursuant to Data Regulations) and will promptly provi de OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners ’ behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete.

7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA

PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS’ PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA

PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL,

INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM OF AGREEMENT; TERMINATION

8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 7 and 10 – 21, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.

NATIONAL PROMOTION

9. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees.

Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website ( www.omniapartners.com/publicsector ) or
executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases.

10. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website.

Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and ��

Version June 26, 2024

images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval fro m the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.

ADMINISTRATIVE FEE, REPORTING & PAYMENT

11. An “Administrative Fee” shall be defined and due to OMNIA Partners from Supplier in the amount of __ percent (__%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds and credits on returns, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“ Contract Sales”).

From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.

12. Supplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners , summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report ”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

13. Administrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 12, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the A dministrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full.

14. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners’ sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. In the event an underreporting of Contract Sales and a resulting material underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners’ ��

Version June 26, 2024

reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners’ costs and expenses related to such audit.

GENERAL PROVISIONS

15. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail.

16. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any A dministrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled.

17. This Agreement and OMNIA Partners’ rights and obligations hereunder may be assigned at OMNIA Partners’ sole discretion to an affiliate of OMNIA Partners, any purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of l aw or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners.

18. All written communications given hereunder shall be delivered by first -class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below.

A. OMNIA Partners:

OMNIA Partners
5001 Aspen Grove
Franklin, TN 37067
Attention: Legal Department - Public Sector Contracting

B. Supplier:
____________________
____________________
____________________
____________________

19. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.

Version June 26, 2024

deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.

21. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein.

22. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.

23. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or simi lar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever.

[INSERT SUPPLIER ENTITY NAME] OMNIA PARTNERS, PUBLIC
SECTOR, INC.

Signature

Signature
Sarah E. Vavra
Name

Name
Sr. Vice President, Public Sector
Contracting
Title

Title
Date Date

��

Exhibit C
Master Intergovernmental Cooperative Purchasing Agreement, Example

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT

This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies ”) with OMNIA Partners, Public Sector, Inc., a Delaware corporation f/k/a National Intergovernmental Purchasing Alliance Company; Communities Program Management, LLC, a California limited liability company d/b/a U.S.

Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative Purchasing Alliance (collectively, “ OMNIA Partners ”), in its capacity as the cooperative administrator, to be appended and made a part hereof and such other agencies (“Participating Public Agencies”), as defined in each Master Agreement (as defined below), who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA Partners website (www.omniapartners.com/publicsector or any successor website), or by executing a copy of this Agreement.

RECITALS

WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into “ Master Agreements” (herein so called) to provide a variety of goods, products and services (“ Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies;

WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and

WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows:

1. Each party will facilitate the cooperative procurement of Products.

2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(j ), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations, ��

Version June 26, 2024

including but not limited to any and all obligations to fully and accurately report discounts and incentives.

3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider; provided that the foregoing shall not prohibit Participating Public Agency from furnishing health care services so long as the furnishing of health care services is not in furtherance of a primary purpose of the Participating Public Agency.

4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures.

5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies.

6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization (“ GPO”) agreements directly or indirectly by enrolling the Participating Public Agency in another GPO’s purchasing program , provided that the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency’s sole discretion.

7. The Participating Public Agencies (each a “Procuring Party ”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “ GPO Contract”) will make timely payments to the distributor, manufacturer or other vendor (collectively, “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier.

8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not -to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement.

9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non-procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party.

10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA

PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED

REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE

LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,

EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE ��

Version June 26, 2024

PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS

PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT.

11. This Agreement shall remain in effect until termination by either party giving thirty (30) days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination.

12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this Agreement by a Participating Public Agency, as applicable.

Participating Public Agency: OMNIA Partners, as the cooperative administrator on behalf of Principal
Procurement Agencies:

OMNIA PARTNERS, PUBLIC SECTOR,
INC.

Authorized Signature Signature
Sarah E. Vavra
Name Name
Sr. Vice President, Public Sector Contracting
Title and Agency Name Title

Date Date

��

Exhibit D
Principal Procurement Agency Certificate, Example

PRINCIPAL PROCUREMENT AGENCY CERTIFICATE

In its capacity as a Principal Procurement Agency (as defined below) for OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”), [PPA Name] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate.

I hereby acknowledge, in my capacity as _____________ of and on behalf of [PPA Name] (“Principal Procurement Agency”), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernm ental Cooperative Purchasing Agree ment regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Pub lic Agencies nationwide through OMNIA Partners.

I understand that the purchase of one or mor e Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency.

Authorized Signature, [PPA Name]________

Signature

Name

Title

Date

��

Exhibit E
Contract Sales Reporting Template

Contract Sales Report submitted electronically in Microsoft Excel:

��

Version June 26, 2024

Exhibit F
Federal Funds Certifications

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT

TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non –Federal entity considers it a contract, when the substance of the transaction meets the defini tion of a Federal award or subaward

Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass -through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302– 6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non –Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non– Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non –Federal entity

Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non– Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability; or (2) The cost -reimbursement contract under the Federal Acquisition Regulations that a non –Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost-reimbursement contract aw arded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement.

��

Version June 26, 2024

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non –Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non– Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non– Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using small purchase methods. Non –Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplifie d acquisition threshold is $250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro- purchase.)

Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass -through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non –Federal entity that receives a subaward from a pass -through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204- 24 and FAR 52.204- 25, solicitations and resultant contracts shall contain the following provisions.

Version June 26, 2024

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition appl ies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that—
(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that — It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer . (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. ��

Version June 26, 2024

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020).
(a) Definitions. As used in this clause—
Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).
��

Version June 26, 2024

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

(c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Ent ity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

��

Version June 26, 2024

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commer cial items.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase r esulting from this procurement process. Pur suant to 2 C.F.R. § 20 0.326, all contracts, including sma ll purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determin ed by the Ci vilian Agency Acquisition Co uncil and the Defense Acquisition Re gulations Co uncil (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or leg al remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials of A uthorized Representative of offeror

(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000)

Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any a greement in excess of $10,000 resulting from this procuremen t process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES Initials of A uthorized Representative of offeror

(C) Equal Employment Opportunity. Except as otherwise pro vided under 41 CFR Part 60, all c ontracts that meet th e definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided und er 41 CFR 60- 1.4(b), in accordan ce with Exec utive Ord er 1124 6, “E qual E mployment Oppor tunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to E qual Employment Opportunity,” and implementing regu lations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror

(D ) Davis-Bacon Ac t, as ame nded ( 40 U.S.C. 3141-314 8). Wh en re quired by Feder al pr ogram legislation, all prim e construction contracts in exce ss of $2 ,000 awarded by non-Federal entities must include a pro vision for c ompliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “La bor Sta ndards Provisions Ap plicable to Contracts Covering Feder ally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less th an the prev ailing wag es specif ied in a wage determination made by the Secretary of La bor. In addition, contractors must be re quired to p ay wages not less than once a wee k. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a co ntract or s ubcontract must be co nditioned upon the acc eptance of the wage dete rmination. The non - Federal entity must report all suspected or report ed violations to the Federal awarding agency. The contracts must also include a pro vision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor re gulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or P ublic Work ��

Version June 26, 2024

Financed in Whole or in Part by Loans or Gra nts from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Feder al Rule (D) ab ove, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials of Authorized Representative of offeror

(E) Contract Work Hours and Safety Sta ndards Act (40 U.S.C. 3701-370 8). Where applicable, all contracts awarded by the non-Federal entity in exce ss of $100 ,000 that invo lve the e mployment of me chanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is perm issible provided that the worker is co mpensated at a rate of not less than one and a h alf times the bas ic rate of p ay for all hours worked in excess of 40 hours in the work week. The requirements o f 40 U.S.C. 3704 are applicable to construction work and pro vide that no laborer or mechanic must be re quired to work in surroundings or under working conditions which are unsanitary, hazar dous or da ngerous. These re quirements do not a pply to the purchases o f s upplies or materials or articles ordinar ily av ailable on the op en mark et, or contra cts for trans portation or transm ission of intelligence.

Pursuant to Feder al Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and S afety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror

(F) Rights to Inv entions Made Under a Contract or Agreement. If the Feder al award meets the definition of “fundin g agreement” under 37 CFR §401 .2 ( a) and the recip ient or s ubrecipient wish es to e nter into a c ontract with a sm all business firm or nonprofit organization regarding the s ubstitution of part ies, as signment or per formance o f experimental, dev elopmental, or resear ch work under that “ funding agre ement,” the recip ient or subrecipient mus t comply with the re quirements of 37 CFR Part 40 1, “Rights to Inven t ions Made by Nonprofit Organizations and Sm all Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror

(G) Clean Air Act ( 42 U.S .C. 7401-767 1q.) and the Feder al Water Po llution Control Act ( 33 U.S .C. 1251-138 7), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 138 7). Violations must be re ported to the Feder al awarding agen cy and the Regional Off ice of the En vironmental Protection Agency (EPA)

I
n the event Federal Transit Administration (FTA) or Department of Transportation (DOT) funding is used by Participating Public Agency, Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member r esulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials of Authorized Representative of offeror ��

Version June 26, 2024

(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Exec utive Orders 12549 (3 CFR part 19 86 Comp., p. 18 9) an d 12689 (3 CFR part 19 89 Comp., p. 235), “Debarment and Suspen sion.” S AM Exclu sions c ontains the nam es of partie s debarred, suspe nded, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expend ed by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials of Authorized Representative of offeror

(I) Byrd Anti-Lobbying Amendment ( 31 U.S.C. 1352)— Contractors that apply or b id for an award exceeding $100 ,000 must f ile the re quired certificati on. Each t ier certif ies to the t ier a bove that it will not and h as not used Feder al appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a me mber of Congress, officer or e mployee of Congress, or an employee of a me mber of Congress in connection with obt aining any Fede ral contract, grant or any o ther award covered by 31 U.S.C. 1352. Each t ier must also disclose any l obbying with non-Federal funds that takes p lace in connection with obt aining any Feder al award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency r esulting fr om this procuremen t process, the offeror certifies that it is in compl iance with all app licable provisions of the Byrd A nti-Lobbying Amendment (31 U.S.C. 1352). T he undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attem pting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
(3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shal l certify and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

��

Version June 26, 2024

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS

When federal funds are expended by Participating Agency for any contract r esulting from this procuremen t process, offeror certifies that it will comply with the record r etention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as req uired by 2 CFR § 20 0.333 for a p eriod of three ye ars after gran tees or subgrantees submit final expend iture reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will com ply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS

To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.

Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Additionally:

(1) The Contractor agrees to comply with 49 USC 5323(j) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA -funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11.
(2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTA - funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors.

The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements.

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK

CERTIFICATE OF COMPLIANCE
(select one of the two options, NOT BOTH)
Certificate of Compliance with 49 USC §5323(j)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j), and the applicable regulations of 49 CFR 661.11.

Check for YES: 

Certificate of Non-Compliance with 49 USC §5323(j)
��

Version June 26, 2024

The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but may qualify for an exception to the requirement consistent with 49 U.S.C. 5323(j)(2)(C), and the applicable regulations in 49 CFR 661.7.

Check for YES: 

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS

CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(1), and the applicable regulations in 49 CFR part 661.

Check for YES: 

Certificate of Non-Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exc eption to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 CFR 661.7.

Check for YES: 

Does offeror agree? YES Initials of Authorized Representative of offeror

Offeror’s Name: ___________________________________________________________________________________ Address, City, State, and Zip Code: ________________________________________________________________________ Phone Number: __________________________________
Fax Number: ______________________________________

Printed Name and Title of Authorized Representative: _____________________________________________________________________ Email Address: __________________________________________________________________________________ Signature of Authorized Representative: ____________________________________ Date: _____________________________

CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336

Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are p ertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS

Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of Authorized Representative of offeror

COMMUNITY DEVELOPMENT BLOCK GRANTS

Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever ��

Version June 26, 2024

is the more restrictive requirement. When using Federal Funding, Offeror shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract.

Does offeror agree? YES Initials of Authorized Representative of offeror

Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name:
____________________________________________________________________________________________

Address,
City, State, and Zip Code:
_____________________________________________________________________________

Phone
Number: ________________________________ F ax Number: ______________________________________

Printed Name and Title of Authorized Representative:
_____________________________________________________________________

Email Address:
____________________________________________________________________________________________

Signature
of Authorized Representative: ____________________________________Date: _____________________________

��

Version June 26, 2024

FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS

Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities.

“Contract” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the “Master Agreement”.

“Contractor” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as “Supplier” or “Awarded Supplier”.

Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 424B, ¶ 3. i. FEMA considers a “financial interest” to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certain financial instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, job offer, or similar interest that might be affected by the particular procurement. ii. FEMA considers an “apparent” conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency (“NFE”) must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE’s may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE’s written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE’s employee may be dismissal, and the penalty for a contractor might be the termination of the contract.

Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R.

Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level.

Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to:
1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220.

��

Version June 26, 2024

2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA.

Public Policy
A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV - 7 c. Applicable prevailing wage laws, regulations, and executive orders

Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and

5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

Prevailing Wage Requirements
When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all laws regarding prevailing wage rates including the Davis -Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency.

Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized.
2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses

1. CONTRACT REMEDIES
Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate.

��

Version June 26, 2024

1.1 Applicability
This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision.

1.2 Additional Considerations
For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG -funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov.

2. TERMINATION FOR CAUSE AND CONVENIENCE

a. Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity, including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix II(B).

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

3. EQUAL EMPLOYMENT OPPORTUNITY

When applicable:

a. Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p.
339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C).

b. Key Definitions.

i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-

1.3 defines a “federally assisted construction contract” as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, ��

Version June 26, 2024

loan, insurance, or guarantee under which the applicant itself participates in the construction work.

ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines “construction work” as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction.

c. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

d. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause.

During the performance of this contract, the contractor agrees as follows:

(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September ��

Version June 26, 2024

24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or ��

Version June 26, 2024

suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

4. DAVIS-BACON ACT

a. Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141- 3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week.

b. Applicability. The Davis -Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program.

c. Requirements. If applicable, the non-federal entity must do the following:

i. The non- Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency.

ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non- Federal entity must report all suspected or reported violations to FEMA.

iii. Include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”).

Suggested Language. The following provides a sample contract clause:

Compliance with the Davis-Bacon Act.
a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and ��

Version June 26, 2024

3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

b. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

c. Additionally, contractors are required to pay wages not less than once a week.

5. COPELAND ANTI-KICKBACK ACT

a. Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program.

c. Requirements. If applicable, the non- federal entity must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti -Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work.

Sample Language. The following provides a sample contract clause:

Compliance with the Copeland “Anti-Kickback” Act.
a. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.

The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
��

Version June 26, 2024

c. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.”

6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.

b. Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause:

Compliance with the Contract Work Hours and Safety Standards Act.

(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one- half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of
$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or ��

Version June 26, 2024

loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT

a. Standard. If the FEMA award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F).

b. Applicability. This requirement applies to “ funding agreements,” but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”

c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

8. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT

a. Standard. If applicable, contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251- 1387). Violations must be reported to FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200, Appendix II(G).
��

Version June 26, 2024

b. Applicability. This requirement applies to contracts awarded by a non- federal entity of amounts in excess of $150,000 under a federal grant.

c. Suggested Language. The following provides a sample contract clause.

Clean Air Act

1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Federal Water Pollution Control Act

1. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

9. DEBARMENT AND SUSPENSION

a. Standard. Non- Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension).

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

c. Requirements.
��

Version June 26, 2024

i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

SAM exclusions can be accessed at
www.sam.gov. See 2 C.F.R. § 180.530.

ii. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there i s a “covered transaction,” which is any non -procurement transaction (unless excepted) at either a “primary” or “secondary” tier. Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non- procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipients.

iii. Specifically, a covered transaction includes the following contracts for goods or services:

1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.

2. The contract requires the approval of FEMA, regardless of amount.

3. The contract is for federally-required audit services.

4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of $25,000.

d. Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified.

Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

(3) This certification is a material representation of fact relied upon by the Participating ��

Version June 26, 2024

Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

10. BYRD ANTI-LOBBYING AMENDMENT

a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352.

FEMA’s regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency.

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of $100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18.

c. Suggested Language.

Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)

Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

d. Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification.

APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements

��

Version June 26, 2024

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date
��

11. PROCUREMENT OF RECOVERED MATERIALS

a. Standard. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix II(J); and 2 C.F.R. § 200.322.

b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs.

c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

d. Suggested Language.

i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired—

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.

ii. Information about this requirement, along with the list of EPA - designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”

12. DOMESTIC PREFERENCES FOR PROCUREMENTS

As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products.

Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements.

Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.”

13. ACCESS TO RECORDS

��

Version June 26, 2024

a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018).

Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non- profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General.

Access to Records. The following access to records requirements apply to this contract:

i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

14. CHANGES

a. Standard. To be eligible for FEMA assistance under the non- Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope.

b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured.

15. DHS SEAL, LOGO, AND FLAGS

a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions: Version 8.1 (2018).

b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

c. “The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS

��

Version June 26, 2024

a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders.

b. Applicability. FEMA recommends that all non- Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives.

c. “This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.”

17. NO OBLIGATION BY FEDERAL GOVERNMENT

a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract.

b. Applicability. FEMA recommends that the non- Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.

c. “The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.”

18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS

a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729- 3733) which prohibits the submission of false or
f raudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801- 3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract.

b. Applicability. FEMA recommends that the non- Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract.

c. “The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.”

d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA ��

Version June 26, 2024

under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.

Offeror’s Name: ______________________________________________

Address, City, State, and Zip Code:
_____________________________________________________________________________

Phone Number: ________________________ Fax Number: ______________________________

Printed Name and Title of Authorized Representative:
____________________________________________________________

Email Address: _____________________________________________

Signature of Authorized Representative: ____________________________________

Date: ________________________________

��

Version June 26, 2024

Exhibit G
New Jersey Business Compliance

NEW JERSEY BUSINESS COMPLIANCE

Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey.

DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Disclosure of Investment Activities in Iran
DOC #7 Certification of Non‐Involvement in Prohibited Activities in Russia or Belarus DOC #8 New Jersey Business Registration Certificate
DOC #9 EEOAA Evidence
DOC #10 MacBride Principals Form

New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:

• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2- 14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38;

• Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;

• Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and

• Bid and Performance Security, as required by the applicable municipal or state statutes.

��

Version June 26, 2024

DOC #1

STATEMENT OF OWNERSHIP DISCLOSURE
N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43)

This statement shall be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal.

Name of Organization:_____________________________________________________

Organization Address:_____________________________________________________

Part I Check the box that represents the type of business organization:
Sole Proprietorship (skip Parts II and III, execute certification in Part IV) Non-Profit Corporation (skip Parts II and III, execute certification in Part IV) For-Profit Corporation (any type) Limited Liability Company (LLC) Partnership Limited Partnership Limited Liability Partnership (LLP) Other (be specific): ______________________________________________

Part II

 The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION)

OR
 No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV)

(Please attach additional sheets if more space is needed):

Name of Individual or Business Entity Home Address (for Individuals) or Business Address

��

Version June 26, 2024

Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS,

PARTNERS OR LLC MEMBERS LISTED IN PART II

If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed.

Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #’s

Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed.

Stockholder/Partner/Member and Corresponding
Entity Listed in Part II
Home Address (for Individuals) or Business Address

Part IV Certification

I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the <name of contracting unit> is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with <type of contracting unit> to notify the <type of contracting unit> in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit> to declare any contract(s) resulting from this certification void and unenforceable.

Full Name (Print): Title:

Signature: Date:

DOC #2
��

Version June 26, 2024

NON-COLLUSION AFFIDAVIT

STANDARD BID DOCUMENT REFERENCE
Reference: VII-H

Name of Form: NON-COLLUSION AFFIDAVIT
Statutory Reference: No specific statutory reference
State Statutory Reference N.J.S.A. 52:34-15
Instructions Reference: Statutory and Other Requirements VII-H Description:

The Owner’s use of this form is optional. It is used to ensure that the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding.

��

Version June 26, 2024

NON-COLLUSION AFFIDAVIT

State of New Jersey
County of _________________ ss:

I, ________________________________ residing in ___________________________________ (name of affiant) (name of municipality) in the County of _______________________________ and State of _____________________of full age, being duly sworn according to law on my oath depose and say that:

I am _____________________________________ of the firm of _________________________ (title or position) (name of firm)

_____________________________________ the bidder making this Proposal for the bid

entitled ______________________________, and that I executed the said proposal with

(title of bid proposal)
full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the ______________ _________________________relies upon the truth of the statements contained in said Proposal
(name of contracting unit)
and in the statements contained in this affidavit in awarding the contract for the said project.

I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by _________________________________________________.

Subscribed and sworn to

before me this day _____________________________
Signature

________________, 2____ ___________________________________

(Type or print name of affiant under signature)
_____________________________
Notary public of

My Commission expires _______________

(Seal)

��

Version June 26, 2024

DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)

Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A)

Vendors must submit with proposal:

1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter);

2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4;

3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4.

Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract.

B. Approved Federal or New Jersey Plan – certificate enclosed

I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.

_______________________ _________________________________ Date Authorized Signature and Title ��

Version June 26, 2024

DOC #3, continued

P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS

During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The c ontractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or s exual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non- discrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting office r advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of t he notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with t he applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27- 5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, colo r, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of an y recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel tes ting conforms with the principles of job- related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectio nal or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may b e requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27).

________________________________________________
Signature of Procurement Agent
��

Version June 26, 2024

DOC #4

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM

Public Agency Instructions

This page provides guidance to public agencies entering into contracts with business entities that are required to file Polit ical Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006 -1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. T he disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission.

The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, an d various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay- to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12 . They will be
updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district (s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted.
d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006 -7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html ). A sample Certification
form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.
��

Version June 26, 2024

DOC #4, continued

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM

Contractor Instructions

Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 ( N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:

• any State, county, or municipal committee of a political party • any legislative leadership committee*
• any continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county

The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
• individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report.

The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act.

The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts.

* N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A -10.1) for the purpose of receiving contributions and making expenditures.”
��

Version June 26, 2024

DOC #4, continued

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26

This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.

_______________________ _______________________ ________________________ Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$

 Check here if the information is continued on subsequent page(s) ��

Version June 26, 2024

DOC #4, continued

List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26

County Name:

State: Governor, and Legislative Leadership Committees
Legislative District #s:

State Senator and two members of the General Assembly per district.

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate

Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.

��

Version June 26, 2024

DOC #5

STOCKHOLDER DISCLOSURE CERTIFICATION

Name of Business:
 I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
 I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Check the box that represents the type of business organization:
Partnership Corporation Sole Proprietorship

Limited Partnership Limited Liability Corporation Limited Liability Partnership

Subchapter S Corporation

Sign and notarize the form below, and, if necessary, complete the stockholder list below.

Stockholders:

Name: Name:

Home Address:

Name: Name:

Home Address: Home Address:

Name:

Home Address:

Subscribed and sworn before me this ___ day of ___________, 2__.

(Notary Public)

My Commission expires:

_________________________________
(Affiant)

________________________________
(Print name & title of affiant)

(Corporate Seal)
��

Version June 26, 2024

DOC #6

DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230

BID SOLICITATION # AND TITLE: ______________________________________________________________________ VENDOR NAME: ____________________________________________________________________________________

Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury’s Chapter 25 List as a person or entity engaged in investment activities in Iran.

The Chapter 25 list is found on the Division’s websit e at https://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the below certification. If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

Entity Engaged in Investment Activities
Relationship to Vendor/ Bidder
Description of Activities

Duration of Engagement
Anticipated Cessation Date
*Attach Additional Sheets If Necessary.

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable.

____________________________________ ________________________________ Signature Date

_____________________________________________________
Print Name and Title

DPP Rev. 12.13.2021

CHECK THE APPROPRIATE BOX
I certify, pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4), that neither the Vendor/Bidder listed above nor any of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List of entities determined to be engaged in prohibited activities in Iran.

OR
I am unable to certify as above because the Vendor/Bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder, or one of its parents, subsidiaries or affiliates, has engaged in regarding investment activities in Iran by completing the information requested below.

________________________________________________
________________________________________________
________________________________________________
________________________________________________
________________________________________________
________________________________________________
��

Version June 26, 2024

DOC #7

CERTIFICATION OF NON‐INVOLVEMENT IN PROHIBITED ACTIVITIES IN RUSSIA OR BELARUS

Pursuant to N.J.S.A. 52:32-60.1, et seq. (L. 2022, c. 3) any person or entity (hereinafter “Vendori”) that seeks to enter into or renew a contract with a State agency for the provision of goods or services, or the purchase of bonds or other obligations, must complete the certification below indicating whether or not the Vendor is identified on the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, available here:
https://sanctionssearch.ofac.treas.gov/. If the Department of the Treasury finds that a Vendor has made a certification in violation of the law, it shall take any action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, certify that I have read the definition of “Vendor” below, and have reviewed the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, and having done so certify:

(Check the Appropriate Box)
A. That the Vendor is not identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.

B. That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list on ac count of activity related to Russia and/or Belarus .

That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list. H owever, the Vendor is engaged in activity related to Russia and/or Belarus consistent with federal law, regulation, license or exemption. A detailed description of how the Vendor’s activity related to Russia and/or Belarus is consistent with federal law is set forth below.

(Attach Additional Sheets If
Necessary.)

Signature of Vendor’s Authorized Representative Date
Print Name and Title of Vendor’s Authorized Representative Vendor’s FEIN Vendor’s Name Vendor’s Phone Number
Vendor’s Address (Street Address) Vendor’s Fax Number
Vendor’s Address (City/State/Zip Code) Vendor’s Email Address

i Vendor means: (1) A natural person, corporation, company, limited partnership, limited liability partnership, limited liabili ty company, business association, sole proprietorship, joint venture, partnership, society, trust, or any other nongovernmental entity, organization, or group; (2) Any governmental entity or instrumentality of a government, including a multilateral development institution, as defined in Section 1701(c)(3) of the International Financial Institutions Act, 22 U.S.C. 262r(c)(3); or (3) An y parent, successor, subunit, direct or indirect subsidiary, or any entity under common ownership or control with, any entity described in paragraph (1) or (2). NJ Rev. 1.22.2024 ��

Version June 26, 2024

DOC #8

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)

Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract.

https://www.njportal.com/DOR/BusinessRegistration/

��

DOC #9

EEOAA EVIDENCE

Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects

EEO/AA Evidence

Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor.

One of the following must be included with submission:

• Copy of Letter of Federal Approval
• Certificate of Employee Information Report
• Fully Executed Form AA302
• Fully Executed EEO-1 Report

See the guidelines at:
https://www.state.nj.us/treasury/contract_compliance/documents/pdf/guidelines/pa.pdf for further information.

I certify that my bid package includes the required evidence per the above list and State website.

Name: ______________________________ Title: _____________________

Signature: ___________________________ Date: _____________________

��

Version June 26, 2024

DOC #10

MACBRIDE-PRINCIPLES

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE
AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230

BID SOLICITATION # AND TITLE: __________________________________________________________

VENDOR NAME: _______________________________________________________________________

Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder is required to provide a certification in compliance with the MacBride Principles and Northern Ireland Act of 1989. Pursuant to N.J.S.A. 52:34-12.2, Vendor/Bidder must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/ Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principles that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:

CHECK THE APPROPRIATE BOX
The Vendor/Bidder has no business operations in Northern Ireland; or OR
The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordanc e with the MacBride principles of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom’s Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principles.

Signature Date
Print Name and Title

DPP Rev. 12.13.2021

��

Version June 26, 2024

Exhibit H
Advertising Compliance Requirement

Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.210, Chapter 279A.220, and other related provisions, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes:

Nationwide:

State of Alabama State of Hawaii Commonwealth of
Massachusetts
State of New Mexico State of South
Dakota
State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma Commonwealth of Virginia
State of Connecticut Commonwealth of
Kentucky
State of Nebraska State of Oregon State of Washington
State of Delaware State of Louisiana State of Nevada Commonwealth of Pennsylvania
State of West
Virginia
State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia U.S. Territories

Lists of political subdivisions and local governments in the above referenced states, districts, and territories may be found at http://www.usa.gov/state-governments and https://www.usa.gov/local-governments .

Certain Public Agencies and Political Subdivisions:

CITIES, TOWNS, VILLAGES AND BOROUGHS
INCLUDING BUT NOT LIMITED TO:

BAKER CITY GOLF COURSE, OR

CITY OF ADAIR VILLAGE, OR

CITY OF ASHLAND, OR

CITY OF AUMSVILLE, OR

CITY OF AURORA, OR

CITY OF BAKER, OR

CITY OF BATON ROUGE, LA

CITY OF BEAVERTON, OR

CITY OF BEND, OR

CITY OF BOARDMAN, OR

CITY OF BONANAZA, OR

CITY OF BOSSIER CITY, LA

CITY OF BROOKINGS, OR

CITY OF BURNS, OR

CITY OF CANBY, OR

CITY OF CANYONVILLE, OR

CITY OF CLATSKANIE, OR

CITY OF COBURG, OR

CITY OF CONDON, OR

CITY OF COQUILLE, OR

CITY OF CORVALLI, OR

CITY OF CORVALLIS PARKS AND RECREATION

DEPARTMENT, OR

CITY OF COTTAGE GROVE, OR

CITY OF DONALD, OR

CITY OF EUGENE, OR

CITY OF FOREST GROVE, OR

CITY OF GOLD HILL, OR

CITY OF GRANTS PASS, OR

CITY OF GRESHAM, OR

CITY OF HILLSBORO, OR

CITY OF INDEPENDENCE, OR

CITY AND COUNTY OF HONOLULU, HI

CITY OF KENNER, LA

CITY OF LA GRANDE, OR

CITY OF LAFAYETTE, LA

CITY OF LAKE CHARLES, OR

CITY OF LEBANON, OR

CITY OF MCMINNVILLE, OR

CITY OF MEDFORD, OR

CITY OF METAIRIE, LA

CITY OF MILL CITY, OR

CITY OF MILWAUKIE, OR

CITY OF MONROE, LA

CITY OF MOSIER, OR

CITY OF NEW ORLEANS, LA

CITY OF NORTH PLAINS, OR

CITY OF OREGON CITY, OR

CITY OF PILOT ROCK, OR

CITY OF PORTLAND, OR

CITY OF POWERS, OR

CITY OF PRINEVILLE, OR

CITY OF REDMOND, OR

CITY OF REEDSPORT, OR

CITY OF RIDDLE, OR

CITY OF ROGUE RIVER, OR

CITY OF ROSEBURG, OR

CITY OF SALEM, OR

CITY OF SANDY, OR

CITY OF SCAPPOOSE, OR

CITY OF SHADY COVE, OR

CITY OF SHERWOOD, OR
��

Version June 26, 2024

CITY OF SHREVEPORT, LA

CITY OF SILVERTON, OR

CITY OF SPRINGFIELD, OR
CITY OF ST. HELENS, OR
CITY OF ST. PAUL, OR

CITY OF SULPHUR, LA

CITY OF TIGARD, OR

CITY OF TROUTDALE, OR

CITY OF TUALATIN, OR

CITY OF WALKER, LA

CITY OF WARRENTON, OR

CITY OF WEST LINN, OR

CITY OF WILSONVILLE, OR

CITY OF WINSTON, OR

CITY OF WOODBURN, OR

LEAGUE OF OREGON CITES

THE CITY OF HAPPY VALLEY OREGON

ALPINE, UT

ALTA, UT

ALTAMONT, UT

ALTON, UT

AMALGA, UT

AMERICAN FORK CITY, UT

ANNABELLA, UT

ANTIMONY, UT

APPLE VALLEY, UT

AURORA, UT

BALLARD, UT

BEAR RIVER CITY, UT

BEAVER, UT

BICKNELL, UT

BIG WATER, UT

BLANDING, UT

BLUFFDALE, UT

BOULDER, UT

CITY OF BOUNTIFUL, UT

BRIAN HEAD, UT

BRIGHAM CITY CORPORATION, UT

BRYCE CANYON CITY, UT

CANNONVILLE, UT

CASTLE DALE, UT

CASTLE VALLEY, UT

CITY OF CEDAR CITY, UT

CEDAR FORT, UT

CITY OF CEDAR HILLS, UT

CENTERFIELD, UT

CENTERVILLE CITY CORPORATION, UT

CENTRAL VALLEY, UT

CHARLESTON, UT

CIRCLEVILLE, UT

CLARKSTON, UT

CLAWSON, UT

CLEARFIELD, UT

CLEVELAND, UT

CLINTON CITY CORPORATION, UT

COALVILLE, UT

CORINNE, UT

CORNISH, UT

COTTONWOOD HEIGHTS, UT

DANIEL, UT

DELTA, UT

DEWEYVILLE, UT

DRAPER CITY, UT

DUCHESNE, UT

EAGLE MOUNTAIN, UT

EAST CARBON, UT

ELK RIDGE, UT

ELMO, UT

ELSINORE, UT

ELWOOD, UT

EMERY, UT

ENOCH, UT

ENTERPRISE, UT

EPHRAIM, UT

ESCALANTE, UT

EUREKA, UT

FAIRFIELD, UT

FAIRVIEW, UT

FARMINGTON, UT

FARR WEST, UT

FAYETTE, UT

FERRON, UT

FIELDING, UT

FILLMORE, UT

FOUNTAIN GREEN, UT

FRANCIS, UT

FRUIT HEIGHTS, UT

GARDEN CITY, UT

GARLAND, UT

GENOLA, UT

GLENDALE, UT

GLENWOOD, UT

GOSHEN, UT

GRANTSVILLE, UT

GREEN RIVER, UT

GUNNISON, UT

HANKSVILLE, UT

HARRISVILLE, UT

HATCH, UT

HEBER CITY CORPORATION, UT

HELPER, UT

HENEFER, UT

HENRIEVILLE, UT

HERRIMAN, UT

HIDEOUT, UT

HIGHLAND, UT

HILDALE, UT

HINCKLEY, UT

HOLDEN, UT

HOLLADAY, UT

HONEYVILLE, UT

HOOPER, UT

HOWELL, UT

HUNTINGTON, UT

HUNTSVILLE, UT

CITY OF HURRICANE, UT

HYDE PARK, UT

HYRUM, UT

INDEPENDENCE, UT

IVINS, UT

JOSEPH, UT

JUNCTION, UT

KAMAS, UT

KANAB, UT

KANARRAVILLE, UT

KANOSH, UT

KAYSVILLE, UT

KINGSTON, UT

KOOSHAREM, UT

LAKETOWN, UT

LA VERKIN, UT

LAYTON, UT

LEAMINGTON, UT

LEEDS, UT
��

Version June 26, 2024

LEHI CITY CORPORATION, UT

LEVAN, UT

LEWISTON, UT

LINDON, UT

LOA, UT

LOGAN CITY, UT

LYMAN, UT

LYNNDYL, UT

MANILA, UT

MANTI, UT

MANTUA, UT

MAPLETON, UT

MARRIOTT-SLATERVILLE, UT

MARYSVALE, UT

MAYFIELD, UT

MEADOW, UT

MENDON, UT
MIDVALE CITY INC., UT

MIDWAY, UT

MILFORD, UT

MILLVILLE, UT

MINERSVILLE, UT

MOAB, UT

MONA, UT

MONROE, UT

CITY OF MONTICELLO, UT

MORGAN, UT

MORONI, UT

MOUNT PLEASANT, UT

MURRAY CITY CORPORATION, UT

MYTON, UT

NAPLES, UT

NEPHI, UT

NEW HARMONY, UT

NEWTON, UT

NIBLEY, UT

NORTH LOGAN, UT

NORTH OGDEN, UT

NORTH SALT LAKE CITY, UT

OAK CITY, UT

OAKLEY, UT

OGDEN CITY CORPORATION, UT

OPHIR, UT

ORANGEVILLE, UT

ORDERVILLE, UT

OREM, UT

PANGUITCH, UT

PARADISE, UT

PARAGONAH, UT

PARK CITY, UT

PAROWAN, UT

PAYSON, UT

PERRY, UT

PLAIN CITY, UT

PLEASANT GROVE CITY, UT

PLEASANT VIEW, UT

PLYMOUTH, UT

PORTAGE, UT

PRICE, UT

PROVIDENCE, UT

PROVO, UT

RANDOLPH, UT

REDMOND, UT

RICHFIELD, UT

RICHMOND, UT

RIVERDALE, UT

RIVER HEIGHTS, UT

RIVERTON CITY, UT

ROCKVILLE, UT

ROCKY RIDGE, UT

ROOSEVELT CITY CORPORATION, UT

ROY, UT

RUSH VALLEY, UT
CITY OF ST. GEORGE, UT

SALEM, UT

SALINA, UT

SALT LAKE CITY CORPORATION, UT

SANDY, UT

SANTA CLARA, UT

SANTAQUIN, UT

SARATOGA SPRINGS, UT

SCIPIO, UT

SCOFIELD, UT

SIGURD, UT

SMITHFIELD, UT

SNOWVILLE, UT

CITY OF SOUTH JORDAN, UT

SOUTH OGDEN, UT

CITY OF SOUTH SALT LAKE, UT

SOUTH WEBER, UT

SPANISH FORK, UT

SPRING CITY, UT

SPRINGDALE, UT

SPRINGVILLE, UT

STERLING, UT

STOCKTON, UT

SUNNYSIDE, UT
S

UNSET CITY CORP, UT

SYRACUSE, UT

TABIONA, UT

CITY OF TAYLORSVILLE, UT

TOOELE CITY CORPORATION, UT

TOQUERVILLE, UT

TORREY, UT

TREMONTON CITY, UT

TRENTON, UT

TROPIC, UT

UINTAH, UT

VERNAL CITY, UT

VERNON, UT

VINEYARD, UT

VIRGIN, UT

WALES, UT

WALLSBURG, UT

WASHINGTON CITY, UT

WASHINGTON TERRACE, UT

WELLINGTON, UT

WELLSVILLE, UT

WENDOVER, UT

WEST BOUNTIFUL, UT

WEST HAVEN, UT

WEST JORDAN, UT

WEST POINT, UT

WEST VALLEY CITY, UT

WILLARD, UT

WOODLAND HILLS, UT

WOODRUFF, UT

WOODS CROSS, UT

COUNTIES AND PARISHES INCLUDING BUT NOT
LIMITED TO:

ASCENSION PARISH, LA

ASCENSION PARISH, LA, CLEAR OF COURT

CADDO PARISH, LA
��

Version June 26, 2024

CALCASIEU PARISH, LA
CALCASIEU PARISH SHERIFF’S OFFICE, LA

CITY AND COUNTY OF HONOLULU, HI

CLACKAMAS COUNTY, OR

CLACKAMAS COUNTY DEPT OF TRANSPORTATION,
OR

CLATSOP COUNTY, OR

COLUMBIA COUNTY, OR

COOS COUNTY, OR

COOS COUNTY HIGHWAY DEPARTMENT, OR

COUNTY OF HAWAII, OR

CROOK COUNTY, OR

CROOK COUNTY ROAD DEPARTMENT, OR

CURRY COUNTY, OR

DESCHUTES COUNTY, OR

DOUGLAS COUNTY, OR

EAST BATON ROUGE PARISH, LA

GILLIAM COUNTY, OR

GRANT COUNTY, OR

HARNEY COUNTY, OR

HARNEY COUNTY SHERIFFS OFFICE, OR

HAWAII COUNTY, HI

HOOD RIVER COUNTY, OR

JACKSON COUNTY, OR

JEFFERSON COUNTY, OR

JEFFERSON PARISH, LA

JOSEPHINE COUNTY GOVERNMENT, OR

LAFAYETTE CONSOLIDATED GOVERNMENT, LA

LAFAYETTE PARISH, LA

LAFAYETTE PARISH CONVENTION & VISITORS

COMMISSION

LAFOURCHE PARISH, LA

KAUAI COUNTY, HI

KLAMATH COUNTY, OR

LAKE COUNTY, OR

LANE COUNTY, OR

LINCOLN COUNTY, OR

LINN COUNTY, OR

LIVINGSTON PARISH, LA

MALHEUR COUNTY, OR

MAUI COUNTY, HI

MARION COUNTY, SALEM, OR

MORROW COUNTY, OR

MULTNOMAH COUNTY, OR

MULTNOMAH COUNTY BUSINESS AND

COMMUNITY SERVICES, OR

MULTNOMAH COUNTY SHERIFFS OFFICE, OR

MULTNOMAH LAW LIBRARY, OR

ORLEANS PARISH, LA

PLAQUEMINES PARISH, LA

POLK COUNTY, OR

RAPIDES PARISH, LA

SAINT CHARLES PARISH, LA

SAINT CHARLES PARISH PUBLIC SCHOOLS, LA

SAINT LANDRY PARISH, LA

SAINT TAMMANY PARISH, LA

SHERMAN COUNTY, OR

TERREBONNE PARISH, LA

TILLAMOOK COUNTY, OR

TILLAMOOK COUNTY SHERIFF'S OFFICE, OR

TILLAMOOK COUNTY GENERAL HOSPITAL, OR

UMATILLA COUNTY, OR

UNION COUNTY, OR

WALLOWA COUNTY, OR

WASCO COUNTY, OR

WASHINGTON COUNTY, OR

WEST BATON ROUGE PARISH, LA

WHEELER COUNTY, OR

YAMHILL COUNTY, OR

COUNTY OF BOX ELDER, UT

COUNTY OF CACHE, UT

COUNTY OF RICH, UT

COUNTY OF WEBER, UT

COUNTY OF MORGAN, UT

COUNTY OF DAVIS, UT

COUNTY OF SUMMIT, UT

COUNTY OF DAGGETT, UT

COUNTY OF SALT LAKE, UT

COUNTY OF TOOELE, UT

COUNTY OF UTAH, UT

COUNTY OF WASATCH, UT

COUNTY OF DUCHESNE, UT

COUNTY OF UINTAH, UT

COUNTY OF CARBON, UT

COUNTY OF SANPETE, UT

COUNTY OF JUAB, UT

COUNTY OF MILLARD, UT

COUNTY OF SEVIER, UT

COUNTY OF EMERY, UT

COUNTY OF GRAND, UT

COUNTY OF BEVER, UT

COUNTY OF PIUTE, UT

COUNTY OF WAYNE, UT

COUNTY OF SAN JUAN, UT

COUNTY OF GARFIELD, UT

COUNTY OF KANE, UT

COUNTY OF IRON, UT

COUNTY OF WASHINGTON, UT

OTHER AGENCIES INCLUDING ASSOCIATIONS,

BOARDS, DISTRICTS, COMMISSIONS, COUNCILS,

PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT

AUTHORITIES, RESERVATIONS AND UTILITIES
INCLUDING BUT NOT LIMITED TO:

ADAIR R.F.P.D., OR

ADEL WATER IMPROVEMENT DISTRICT, OR
ADRIAN R.F.P.D., OR

AGNESS COMMUNITY LIBRARY, OR
AGNESS-ILLAHE R.F.P.D., OR

AGRICULTURE EDUCATION SERVICE EXTENSION

DISTRICT, OR
ALDER CREEK-BARLOW WATER DISTRICT NO. 29,
OR

ALFALFA FIRE DISTRICT, OR
ALSEA R.F.P.D., OR

ALSEA RIVIERA WATER IMPROVEMENT DISTRICT,
OR

AMITY FIRE DISTRICT, OR

ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR

APPLE ROGUE DISTRICT IMPROVEMENT COMPANY,
OR
APPLEGATE VALLEY R.F.P.D. #9, OR

ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT,
OR

ARCH CAPE SANITARY DISTRICT, OR

ARNOLD IRRIGATION DISTRICT, OR

ASH CREEK WATER CONTROL DISTRICT, OR

ATHENA CEMETERY MAINTENANCE DISTRICT, OR
AUMSVILLE R.F.P.D., OR
AURORA R.F.P.D., OR
AZALEA R.F.P.D., OR

BADGER IMPROVEMENT DISTRICT, OR
BAILEY-SPENCER R.F.P.D., OR

BAKER COUNTY LIBRARY DISTRICT, OR
��

Version June 26, 2024

BAKER R.F.P.D., OR

BAKER RIVERTON ROAD DISTRICT, OR

BAKER VALLEY IRRIGATION DISTRICT, OR
BAKER VALLEY S.W.C.D., OR

BAKER VALLEY VECTOR CONTROL DISTRICT, OR

BANDON CRANBERRY WATER CONTROL DISTRICT,
OR
BANDON R.F.P.D., OR

BANKS FIRE DISTRICT, OR
BANKS FIRE DISTRICT #13, OR

BAR L RANCH ROAD DISTRICT, OR

BARLOW WATER IMPROVEMENT DISTRICT, OR

BASIN AMBULANCE SERVICE DISTRICT, OR

BASIN TRANSIT SERVICE TRANSPORTATION

DISTRICT, OR

BATON ROUGE WATER COMPANY

BAY AREA HEALTH DISTRICT, OR

BAYSHORE SPECIAL ROAD DISTRICT, OR

BEAR VALLEY SPECIAL ROAD DISTRICT, OR

BEAVER CREEK WATER CONTROL DISTRICT, OR

BEAVER DRAINAGE IMPROVEMENT COMPANY,
INC., OR

BEAVER SLOUGH DRAINAGE DISTRICT, OR

BEAVER SPECIAL ROAD DISTRICT, OR

BEAVER WATER DISTRICT, OR
BELLE MER S.I.G.L. TRACTS SPECIAL ROAD

DISTRICT, OR

BEND METRO PARK AND RECREATION DISTRICT
BENTON S.W.C.D., OR

BERNDT SUBDIVISION WATER IMPROVEMENT

DISTRICT, OR

BEVERLY BEACH WATER DISTRICT, OR
BIENVILLE PARISH FIRE PROTECTION DISTRICT 6,
LA

BIG BEND IRRIGATION DISTRICT, OR

BIGGS SERVICE DISTRICT, OR

BLACK BUTTE RANCH DEPARTMENT OF POLICE

SERVICES, OR
BLACK BUTTE RANCH R.F.P.D., OR

BLACK MOUNTAIN WATER DISTRICT, OR
BLODGETT-SUMMIT R.F.P.D., OR

BLUE MOUNTAIN HOSPITAL DISTRICT, OR

BLUE MOUNTAIN TRANSLATOR DISTRICT, OR

BLUE RIVER PARK & RECREATION DISTRICT, OR

BLUE RIVER WATER DISTRICT, OR
BLY R.F.P.D., OR

BLY VECTOR CONTROL DISTRICT, OR

BLY WATER AND SANITARY DISTRICT, OR

BOARDMAN CEMETERY MAINTENANCE DISTRICT,
OR

BOARDMAN PARK AND RECREATION DISTRICT
BOARDMAN R.F.P.D., OR

BONANZA BIG SPRINGS PARK & RECREATION

DISTRICT, OR

BONANZA MEMORIAL PARK CEMETERY DISTRICT,
OR
BONANZA R.F.P.D., OR

BONANZA-LANGELL VALLEY VECTOR CONTROL

DISTRICT, OR
BORING WATER DISTRICT #24, OR

BOULDER CREEK RETREAT SPECIAL ROAD

DISTRICT, OR
BRIDGE R.F.P.D., OR

BROOKS COMMUNITY SERVICE DISTRICT, OR
BROWNSVILLE R.F.P.D., OR

BUELL-RED PRAIRIE WATER DISTRICT, OR
BUNKER HILL R.F.P.D. #1, OR

BUNKER HILL SANITARY DISTRICT, OR

BURLINGTON WATER DISTRICT, OR

BURNT RIVER IRRIGATION DISTRICT, OR
BURNT RIVER S.W.C.D., OR
CALAPOOIA R.F.P.D., OR
CAMAS VALLEY R.F.P.D., OR

CAMELLIA PARK SANITARY DISTRICT, OR

CAMMANN ROAD DISTRICT, OR

CAMP SHERMAN ROAD DISTRICT, OR

CANBY AREA TRANSIT, OR
CANBY R.F.P.D. #62, OR

CANBY UTILITY BOARD, OR
CANNON BEACH R.F.P.D., OR

CANYONVILLE SOUTH UMPQUA FIRE DISTRICT, OR
CAPE FERRELO R.F.P.D., OR

CAPE FOULWEATHER SANITARY DISTRICT, OR

CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR

CARMEL BEACH WATER DISTRICT, OR
CASCADE VIEW ESTATES TRACT 2, OR

CEDAR CREST SPECIAL ROAD DISTRICT, OR

CEDAR TRAILS SPECIAL ROAD DISTRICT, OR
CEDAR VALLEY - NORTH BANK R.F.P.D., OR

CENTRAL CASCADES FIRE AND EMS, OR

CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA
CENTRAL LINCOLN P.U.D., OR

CENTRAL OREGON COAST FIRE & RESCUE

DISTRICT, OR

CENTRAL OREGON INTERGOVERNMENTAL

COUNCIL

CENTRAL OREGON IRRIGATION DISTRICT, OR

CHAPARRAL WATER CONTROL DISTRICT, OR

CHARLESTON FIRE DISTRICT, OR

CHARLESTON SANITARY DISTRICT, OR

CHARLOTTE ANN WATER DISTRICT, OR

CHEHALEM PARK & RECREATION DISTRICT, OR

CHEHALEM PARK AND RECREATION DISTRICT
CHEMULT R.F.P.D., OR
CHENOWITH WATER P.U.D., OR

CHERRIOTS, OR

CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT,
OR

CHILOQUIN VECTOR CONTROL DISTRICT, OR
CHILOQUIN-AGENCY LAKE R.F.P.D., OR

CHINOOK DRIVE SPECIAL ROAD DISTRICT, OR

CHR DISTRICT IMPROVEMENT COMPANY, OR

CHRISTMAS VALLEY DOMESTIC WATER DISTRICT,
OR

CHRISTMAS VALLEY PARK & RECREATION

DISTRICT, OR
CHRISTMAS VALLEY R.F.P.D., OR

CITY OF BOGALUSA SCHOOL BOARD, LA
CLACKAMAS COUNTY FIRE DISTRICT #1, OR
CLACKAMAS COUNTY SERVICE DISTRICT #1, OR

CLACKAMAS COUNTY VECTOR CONTROL

DISTRICT, OR

CLACKAMAS RIVER WATER

CLACKAMAS RIVER WATER, OR
CLACKAMAS S.W.C.D., OR

CLATSKANIE DRAINAGE IMPROVEMENT

COMPANY, OR

CLATSKANIE LIBRARY DISTRICT, OR
CLATSKANIE P.U.D., OR

CLATSKANIE PARK & RECREATION DISTRICT, OR

CLATSKANIE PEOPLE'S UTILITY DISTRICT
CLATSKANIE R.F.P.D., OR

CLATSOP CARE CENTER HEALTH DISTRICT, OR
CLATSOP COUNTY S.W.C.D., OR
��

Version June 26, 2024

CLATSOP DRAINAGE IMPROVEMENT COMPANY #15,
INC., OR

CLEAN WATER SERVICES

CLEAN WATER SERVICES, OR
CLOVERDALE R.F.P.D., OR

CLOVERDALE SANITARY DISTRICT, OR

CLOVERDALE WATER DISTRICT, OR

COALEDO DRAINAGE DISTRICT, OR

COBURG FIRE DISTRICT, OR

COLESTIN RURAL FIRE DISTRICT, OR
COLTON R.F.P.D., OR
COLTON WATER DISTRICT #11, OR
COLUMBIA 911 COMMUNICATIONS DISTRICT, OR
COLUMBIA COUNTY 4-H & EXTENSION SERVICE

DISTRICT, OR

COLUMBIA DRAINAGE VECTOR CONTROL, OR

COLUMBIA IMPROVEMENT DISTRICT, OR
COLUMBIA R.F.P.D., OR

COLUMBIA RIVER FIRE & RESCUE, OR

COLUMBIA RIVER PUD, OR
COLUMBIA S.W.C.D., OR
COLUMBIA S.W.C.D., OR

CONFEDERATED TRIBES OF THE UMATILLA INDIAN

RESERVATION

COOS COUNTY AIRPORT DISTRICT, OR

COOS COUNTY AREA TRANSIT SERVICE DISTRICT,
OR

COOS FOREST PROTECTIVE ASSOCIATION
COOS S.W.C.D., OR
COQUILLE R.F.P.D., OR

COQUILLE VALLEY HOSPITAL DISTRICT, OR

CORBETT WATER DISTRICT, OR
CORNELIUS R.F.P.D., OR

CORP RANCH ROAD WATER IMPROVEMENT, OR
CORVALLIS R.F.P.D., OR

COUNTRY CLUB ESTATES SPECIAL WATER

DISTRICT, OR

COUNTRY CLUB WATER DISTRICT, OR

COUNTRY ESTATES ROAD DISTRICT, OR

COVE CEMETERY MAINTENANCE DISTRICT, OR

COVE ORCHARD SEWER SERVICE DISTRICT, OR
COVE R.F.P.D., OR
CRESCENT R.F.P.D., OR

CRESCENT SANITARY DISTRICT, OR

CRESCENT WATER SUPPLY AND IMPROVEMENT

DISTRICT, OR

CROOK COUNTY AGRICULTURE EXTENSION

SERVICE DISTRICT, OR

CROOK COUNTY CEMETERY DISTRICT, OR

CROOK COUNTY FIRE AND RESCUE, OR

CROOK COUNTY PARKS & RECREATION DISTRICT,
OR
CROOK COUNTY S.W.C.D., OR

CROOK COUNTY VECTOR CONTROL DISTRICT, OR
CROOKED RIVER RANCH R.F.P.D., OR

CROOKED RIVER RANCH SPECIAL ROAD DISTRICT,
OR

CRYSTAL SPRINGS WATER DISTRICT, OR
CURRY COUNTY 4-H & EXTENSION SERVICE

DISTRICT, OR

CURRY COUNTY PUBLIC TRANSIT SERVICE

DISTRICT, OR
CURRY COUNTY S.W.C.D., OR

CURRY HEALTH DISTRICT, OR

CURRY PUBLIC LIBRARY DISTRICT, OR
DALLAS CEMETERY DISTRICT #4, OR

DARLEY DRIVE SPECIAL ROAD DISTRICT, OR
DAVID CROCKETT STEAM FIRE COMPANY #1, LA
DAYS CREEK R.F.P.D., OR

DAYTON FIRE DISTRICT, OR

DEAN MINARD WATER DISTRICT, OR

DEE IRRIGATION DISTRICT, OR

DEER ISLAND DRAINAGE IMPROVEMENT

COMPANY, OR

DELL BROGAN CEMETERY MAINTENANCE

DISTRICT, OR
DEPOE BAY R.F.P.D., OR
DESCHUTES COUNTY 911 SERVICE DISTRICT, OR
DESCHUTES COUNTY R.F.P.D. #2, OR

DESCHUTES PUBLIC LIBRARY DISTRICT, OR
DESCHUTES S.W.C.D., OR

DESCHUTES VALLEY WATER DISTRICT, OR

DEVILS LAKE WATER IMPROVEMENT DISTRICT, OR
DEXTER R.F.P.D., OR

DEXTER SANITARY DISTRICT, OR
DORA-SITKUM R.F.P.D., OR
DOUGLAS COUNTY FIRE DISTRICT #2, OR
DOUGLAS S.W.C.D., OR
DRAKES CROSSING R.F.P.D., OR
DRRH SPECIAL ROAD DISTRICT #6, OR

DRY GULCH DITCH DISTRICT IMPROVEMENT

COMPANY, OR

DUFUR RECREATION DISTRICT, OR

DUMBECK LANE DOMESTIC WATER SUPPLY, OR
DUNDEE R.F.P.D., OR

DURKEE COMMUNITY BUILDING PRESERVATION

DISTRICT, OR

EAGLE POINT IRRIGATION DISTRICT, OR

EAGLE VALLEY CEMETERY MAINTENANCE

DISTRICT, OR
EAGLE VALLEY R.F.P.D., OR
EAGLE VALLEY S.W.C.D., OR

EAST FORK IRRIGATION DISTRICT, OR
EAST MULTNOMAH S.W.C.D., OR

EAST SALEM SERVICE DISTRICT, OR

EAST UMATILLA CHEMICAL CONTROL DISTRICT,
OR

EAST UMATILLA COUNTY AMBULANCE AREA

HEALTH DISTRICT, OR
EAST UMATILLA COUNTY R.F.P.D., OR

EAST VALLEY WATER DISTRICT, OR

ELGIN COMMUNITY PARKS & RECREATION

DISTRICT, OR

ELGIN HEALTH DISTRICT, OR
ELGIN R.F.P.D., OR

ELKTON ESTATES PHASE II SPECIAL ROAD

DISTRICT, OR
ELKTON R.F.P.D., OR
EMERALD P.U.D., OR

ENTERPRISE IRRIGATION DISTRICT, OR

ESTACADA CEMETERY MAINTENANCE DISTRICT,
OR
ESTACADA R.F.P.D. #69, OR
EUGENE R.F.P.D. # 1, OR

EUGENE WATER AND ELECTRIC BOARD
EVANS VALLEY FIRE DISTRICT #6, OR
FAIR OAKS R.F.P.D., OR
FAIRVIEW R.F.P.D., OR

FAIRVIEW WATER DISTRICT, OR

FALCON HEIGHTS WATER AND SEWER, OR

FALCON-COVE BEACH WATER DISTRICT, OR
��

Version June 26, 2024

FALL RIVER ESTATES SPECIAL ROAD DISTRICT, OR

FARGO INTERCHANGE SERVICE DISTRICT, OR

FARMERS IRRIGATION DISTRICT, OR

FAT ELK DRAINAGE DISTRICT, OR

FERN RIDGE PUBLIC LIBRARY DISTRICT, OR

FERN VALLEY ESTATES IMPROVEMENT DISTRICT,
OR

FOR FAR ROAD DISTRICT, OR
FOREST GROVE R.F.P.D., OR

FOREST VIEW SPECIAL ROAD DISTRICT, OR
FORT ROCK-SILVER LAKE S.W.C.D., OR

FOUR RIVERS VECTOR CONTROL DISTRICT, OR

FOX CEMETERY MAINTENANCE DISTRICT, OR
GARDINER R.F.P.D., OR

GARDINER SANITARY DISTRICT, OR
GARIBALDI R.F.P.D., OR
GASTON R.F.P.D., OR
GATES R.F.P.D., OR
GEARHART R.F.P.D., OR
GILLIAM S.W.C.D., OR

GLENDALE AMBULANCE DISTRICT, OR
GLENDALE R.F.P.D., OR

GLENEDEN BEACH SPECIAL ROAD DISTRICT, OR

GLENEDEN SANITARY DISTRICT, OR

GLENWOOD WATER DISTRICT, OR

GLIDE - IDLEYLD SANITARY DISTRICT, OR
GLIDE R.F.P.D., OR
GOLD BEACH - WEDDERBURN R.F.P.D., OR

GOLD HILL IRRIGATION DISTRICT, OR

GOLDFINCH ROAD DISTRICT, OR
GOSHEN R.F.P.D., OR

GOVERNMENT CAMP ROAD DISTRICT, OR

GOVERNMENT CAMP SANITARY DISTRICT, OR

GRAND PRAIRIE WATER CONTROL DISTRICT, OR

GRAND RONDE SANITARY DISTRICT, OR

GRANT COUNTY TRANSPORTATION DISTRICT, OR
GRANT S.W.C.D., OR

GRANTS PASS IRRIGATION DISTRICT, OR
GREATER BOWEN VALLEY R.F.P.D., OR
GREATER ST. HELENS PARK & RECREATION

DISTRICT, OR

GREATER TOLEDO POOL RECREATION DISTRICT,
OR

GREEN KNOLLS SPECIAL ROAD DISTRICT, OR

GREEN SANITARY DISTRICT, OR
GREENACRES R.F.P.D., OR

GREENBERRY IRRIGATION DISTRICT, OR

GREENSPRINGS RURAL FIRE DISTRICT, OR

HAHLEN ROAD SPECIAL DISTRICT, OR

HAINES CEMETERY MAINTENANCE DISTRICT, OR

HAINES FIRE PROTECTION DISTRICT, OR
HALSEY-SHEDD R.F.P.D., OR
HAMLET R.F.P.D., OR
HARBOR R.F.P.D., OR

HARBOR SANITARY DISTRICT, OR
HARBOR WATER P.U.D., OR

HARNEY COUNTY HEALTH DISTRICT, OR
HARNEY S.W.C.D., OR

HARPER SOUTH SIDE IRRIGATION DISTRICT, OR

HARRISBURG FIRE AND RESCUE, OR
HAUSER R.F.P.D., OR

HAZELDELL RURAL FIRE DISTRICT, OR

HEBO JOINT WATER-SANITARY AUTHORITY, OR
HECETA WATER P.U.D., OR
HELIX CEMETERY MAINTENANCE DISTRICT #4, OR

HELIX PARK & RECREATION DISTRICT, OR
HELIX R.F.P.D. #7-411, OR

HEPPNER CEMETERY MAINTENANCE DISTRICT, OR
HEPPNER R.F.P.D., OR

HEPPNER WATER CONTROL DISTRICT, OR

HEREFORD COMMUNITY HALL RECREATION

DISTRICT, OR

HERMISTON CEMETERY DISTRICT, OR

HERMISTON IRRIGATION DISTRICT, OR

HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT

DISTRICT, OR

HIGH DESERT PARK & RECREATION DISTRICT, OR

HIGHLAND SUBDIVISION WATER DISTRICT, OR

HONOLULU INTERNATIONAL AIRPORT

HOOD RIVER COUNTY LIBRARY DISTRICT, OR

HOOD RIVER COUNTY TRANSPORTATION DISTRICT,
OR
HOOD RIVER S.W.C.D., OR

HOOD RIVER VALLEY PARKS & RECREATION

DISTRICT, OR
HOODLAND FIRE DISTRICT #74
HOODLAND FIRE DISTRICT #74, OR

HORSEFLY IRRIGATION DISTRICT, OR
HOSKINS-KINGS VALLEY R.F.P.D., OR

HOUSING AUTHORITY OF PORTLAND
HUBBARD R.F.P.D., OR

HUDSON BAY DISTRICT IMPROVEMENT COMPANY,
OR

I N (KAY) YOUNG DITCH DISTRICT IMPROVEMENT

COMPANY, OR

ICE FOUNTAIN WATER DISTRICT, OR

IDAHO POINT SPECIAL ROAD DISTRICT, OR

IDANHA-DETROIT RURAL FIRE PROTECTION

DISTRICT, OR

ILLINOIS VALLEY FIRE DISTRICT
ILLINOIS VALLEY R.F.P.D., OR
ILLINOIS VALLEY S.W.C.D., OR
IMBLER R.F.P.D., OR
INTERLACHEN WATER P.U.D., OR

IONE LIBRARY DISTRICT, OR
IONE R.F.P.D. #6-604, OR

IRONSIDE CEMETERY MAINTENANCE DISTRICT, OR
IRONSIDE RURAL ROAD DISTRICT #5, OR

IRRIGON PARK & RECREATION DISTRICT, OR
IRRIGON R.F.P.D., OR

ISLAND CITY AREA SANITATION DISTRICT, OR

ISLAND CITY CEMETERY MAINTENANCE DISTRICT,
OR

JACK PINE VILLAGE SPECIAL ROAD DISTRICT, OR
JACKSON COUNTY FIRE DISTRICT #3, OR
JACKSON COUNTY FIRE DISTRICT #4, OR
JACKSON COUNTY FIRE DISTRICT #5, OR

JACKSON COUNTY LIBRARY DISTRICT, OR

JACKSON COUNTY VECTOR CONTROL DISTRICT, OR
JACKSON S.W.C.D., OR

JASPER KNOLLS WATER DISTRICT, OR

JEFFERSON COUNTY EMERGENCY MEDICAL

SERVICE DISTRICT, OR
JEFFERSON COUNTY FIRE DISTRICT #1, OR

JEFFERSON COUNTY LIBRARY DISTRICT, OR
JEFFERSON COUNTY S.W.C.D., OR

JEFFERSON PARK & RECREATION DISTRICT, OR
JEFFERSON R.F.P.D., OR

JOB'S DRAINAGE DISTRICT, OR

JOHN DAY WATER DISTRICT, OR

JOHN DAY-CANYON CITY PARKS & RECREATION

DISTRICT, OR
JOHN DAY-FERNHILL R.F.P.D. #5-108, OR

JORDAN VALLEY CEMETERY DISTRICT, OR
��

Version June 26, 2024

JORDAN VALLEY IRRIGATION DISTRICT, OR

JOSEPHINE COMMUNITY LIBRARY DISTRICT, OR
JOSEPHINE COUNTY 4-H & EXTENSION SERVICE

DISTRICT, OR
JOSEPHINE COUNTY 911 AGENCY, OR
JUNCTION CITY R.F.P.D., OR

JUNCTION CITY WATER CONTROL DISTRICT, OR

JUNIPER BUTTE ROAD DISTRICT, OR

JUNIPER CANYON WATER CONTROL DISTRICT, OR

JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY,
OR
JUNIPER FLAT R.F.P.D., OR

JUNO NONPROFIT WATER IMPROVEMENT

DISTRICT, OR
KEATING R.F.P.D., OR
KEATING S.W.C.D., OR
KEIZER R.F.P.D., OR

KELLOGG RURAL FIRE DISTRICT, OR

KENO IRRIGATION DISTRICT, OR

KENO PINES ROAD DISTRICT, OR
KENO R.F.P.D., OR

KENT WATER DISTRICT, OR

KERBY WATER DISTRICT, OR

K-GB-LB WATER DISTRICT, OR

KILCHIS WATER DISTRICT, OR
KLAMATH 9-1-1 COMMUNICATIONS DISTRICT, OR

KLAMATH BASIN IMPROVEMENT DISTRICT, OR

KLAMATH COUNTY DRAINAGE SERVICE DISTRICT,
OR

KLAMATH COUNTY EXTENSION SERVICE DISTRICT,
OR
KLAMATH COUNTY FIRE DISTRICT #1, OR
KLAMATH COUNTY FIRE DISTRICT #3, OR
KLAMATH COUNTY FIRE DISTRICT #4, OR
KLAMATH COUNTY FIRE DISTRICT #5, OR

KLAMATH COUNTY LIBRARY SERVICE DISTRICT,
OR

KLAMATH COUNTY PREDATORY ANIMAL

CONTROL DISTRICT, OR

KLAMATH DRAINAGE DISTRICT, OR

KLAMATH FALLS FOREST ESTATES SPECIAL ROAD
DISTRICT UNIT #2, OR

KLAMATH INTEROPERABILITY RADIO GROUP, OR

KLAMATH IRRIGATION DISTRICT, OR

KLAMATH RIVER ACRES SPECIAL ROAD DISTRICT,
OR
KLAMATH S.W.C.D., OR

KLAMATH VECTOR CONTROL DISTRICT, OR
KNAPPA-SVENSEN-BURNSIDE R.F.P.D., OR

LA GRANDE CEMETERY MAINTENANCE DISTRICT,
OR
LA GRANDE R.F.P.D., OR

LA PINE PARK & RECREATION DISTRICT, OR
LA PINE R.F.P.D., OR

LABISH VILLAGE SEWAGE & DRAINAGE, OR

LACOMB IRRIGATION DISTRICT, OR

LAFAYETTE AIRPORT COMMISSION, LA
LAFOURCHE PARISH HEALTH UNIT – DHH-OPH
REGION 3

LAIDLAW WATER DISTRICT, OR

LAKE CHINOOK FIRE & RESCUE, OR
LAKE COUNTY 4-H & EXTENSION SERVICE

DISTRICT, OR

LAKE COUNTY LIBRARY DISTRICT, OR
LAKE CREEK R.F.P.D. - JACKSON, OR
LAKE CREEK R.F.P.D. - LANE COUNTY, OR

LAKE DISTRICT HOSPITAL, OR
LAKE GROVE R.F.P.D. NO. 57, OR

LAKE GROVE WATER DISTRICT, OR

LAKE LABISH WATER CONTROL DISTRICT, OR

LAKE POINT SPECIAL ROAD DISTRICT, OR
LAKESIDE R.F.P.D. #4, OR

LAKESIDE WATER DISTRICT, OR
LAKEVIEW R.F.P.D., OR
LAKEVIEW S.W.C.D., OR

LAMONTAI IMPROVEMENT DISTRICT, OR

LANE FIRE AUTHORITY, OR

LANE LIBRARY DISTRICT, OR

LANE TRANSIT DISTRICT, OR

LANGELL VALLEY IRRIGATION DISTRICT, OR

LANGLOIS PUBLIC LIBRARY, OR
LANGLOIS R.F.P.D., OR

LANGLOIS WATER DISTRICT, OR

LAZY RIVER SPECIAL ROAD DISTRICT, OR

LEBANON AQUATIC DISTRICT, OR
LEBANON R.F.P.D., OR
LEWIS & CLARK R.F.P.D., OR

LINCOLN COUNTY LIBRARY DISTRICT, OR
LINCOLN S.W.C.D., OR

LINN COUNTY EMERGENCY TELEPHONE AGENCY,
OR
LINN S.W.C.D., OR

LITTLE MUDDY CREEK WATER CONTROL, OR

LITTLE NESTUCCA DRAINAGE DISTRICT, OR

LITTLE SWITZERLAND SPECIAL ROAD DISTRICT, OR

LONE PINE IRRIGATION DISTRICT, OR

LONG PRAIRIE WATER DISTRICT, OR

LOOKINGGLASS OLALLA WATER CONTROL

DISTRICT, OR

LOOKINGGLASS RURAL FIRE DISTRICT, OR
LORANE R.F.P.D., OR

LOST & BOULDER DITCH IMPROVEMENT DISTRICT,
OR

LOST CREEK PARK SPECIAL ROAD DISTRICT, OR

LOUISIANA PUBLIC SERVICE COMMISSION, LA

LOUISIANA WATER WORKS
LOWELL R.F.P.D., OR
LOWER MCKAY CREEK R.F.P.D., OR

LOWER MCKAY CREEK WATER CONTROL

DISTRICT, OR

LOWER POWDER RIVER IRRIGATION DISTRICT, OR

LOWER SILETZ WATER DISTRICT, OR

LOWER UMPQUA HOSPITAL DISTRICT, OR

LOWER UMPQUA PARK & RECREATION DISTRICT,
OR

LOWER VALLEY WATER IMPROVEMENT DISTRICT,
OR
LUCE LONG DITCH DISTRICT IMPROVEMENT CO.,
OR

LUSTED WATER DISTRICT, OR
LYONS R.F.P.D., OR

LYONS-MEHAMA WATER DISTRICT, OR

MADRAS AQUATIC CENTER DISTRICT, OR

MAKAI SPECIAL ROAD DISTRICT, OR
MALHEUR COUNTY S.W.C.D., OR

MALHEUR COUNTY VECTOR CONTROL DISTRICT,
OR

MALHEUR DISTRICT IMPROVEMENT COMPANY, OR

MALHEUR DRAINAGE DISTRICT, OR

MALHEUR MEMORIAL HEALTH DISTRICT, OR

MALIN COMMUNITY CEMETERY MAINTENANCE

DISTRICT, OR

MALIN COMMUNITY PARK & RECREATION

DISTRICT, OR
��

Version June 26, 2024

MALIN IRRIGATION DISTRICT, OR
MALIN R.F.P.D., OR

MAPLETON FIRE DEPARTMENT, OR

MAPLETON WATER DISTRICT, OR

MARCOLA WATER DISTRICT, OR
MARION COUNTY EXTENSION & 4H SERVICE

DISTRICT, OR
MARION COUNTY FIRE DISTRICT #1, OR

MARION JACK IMPROVEMENT DISTRICT, OR
MARION S.W.C.D., OR

MARY'S RIVER ESTATES ROAD DISTRICT, OR

MCDONALD FOREST ESTATES SPECIAL ROAD

DISTRICT, OR

MCKAY ACRES IMPROVEMENT DISTRICT, OR
MCKAY DAM R.F.P.D. # 7-410, OR

MCKENZIE FIRE & RESCUE, OR

MCKENZIE PALISADES WATER SUPPLY

CORPORATION, OR
MCMINNVILLE R.F.P.D., OR
MCNULTY WATER P.U.D., OR

MEADOWS DRAINAGE DISTRICT, OR

MEDFORD IRRIGATION DISTRICT, OR
MEDFORD R.F.P.D. #2, OR

MEDFORD WATER COMMISSION
MEDICAL SPRINGS R.F.P.D., OR

MELHEUR COUNTY JAIL, OR

MERLIN COMMUNITY PARK DISTRICT, OR

MERRILL CEMETERY MAINTENANCE DISTRICT, OR

MERRILL PARK DISTRICT, OR
MERRILL R.F.P.D., OR

METRO REGIONAL GOVERNMENT

METRO REGIONAL PARKS

METROPOLITAN EXPOSITION RECREATION

COMMISSION

METROPOLITAN SERVICE DISTRICT (METRO)

MID COUNTY CEMETERY MAINTENANCE DISTRICT,
OR

MID-COLUMBIA FIRE AND RESCUE, OR

MIDDLE FORK IRRIGATION DISTRICT, OR

MIDLAND COMMUNITY PARK, OR

MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR

MILES CROSSING SANITARY SEWER DISTRICT, OR
MILL CITY R.F.P.D. #2-303, OR

MILL FOUR DRAINAGE DISTRICT, OR

MILLICOMA RIVER PARK & RECREATION DISTRICT,
OR
MILLINGTON R.F.P.D. #5, OR

MILO VOLUNTEER FIRE DEPARTMENT, OR

MILTON-FREEWATER AMBULANCE SERVICE AREA

HEALTH DISTRICT, OR

MILTON-FREEWATER WATER CONTROL DISTRICT,
OR

MIROCO SPECIAL ROAD DISTRICT, OR
MIST-BIRKENFELD R.F.P.D., OR

MODOC POINT IRRIGATION DISTRICT, OR

MODOC POINT SANITARY DISTRICT, OR
MOHAWK VALLEY R.F.P.D., OR

MOLALLA AQUATIC DISTRICT, OR
MOLALLA R.F.P.D. #73, OR
MONITOR R.F.P.D., OR
MONROE R.F.P.D., OR

MONUMENT CEMETERY MAINTENANCE DISTRICT,
OR
MONUMENT S.W.C.D., OR

MOOREA DRIVE SPECIAL ROAD DISTRICT, OR
MORO R.F.P.D., OR

MORROW COUNTY HEALTH DISTRICT, OR

MORROW COUNTY UNIFIED RECREATION

DISTRICT, OR
MORROW S.W.C.D., OR

MOSIER FIRE DISTRICT, OR

MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR
MT. ANGEL R.F.P.D., OR
MT. HOOD IRRIGATION DISTRICT, OR
MT. LAKI CEMETERY DISTRICT, OR
MT. VERNON R.F.P.D., OR
MULINO WATER DISTRICT #1, OR
MULTNOMAH COUNTY DRAINAGE DISTRICT #1, OR
MULTNOMAH COUNTY R.F.P.D. #10, OR
MULTNOMAH COUNTY R.F.P.D. #14, OR

MULTNOMAH EDUCATION SERVICE DISTRICT
MYRTLE CREEK R.F.P.D., OR

NEAH-KAH-NIE WATER DISTRICT, OR
NEDONNA R.F.P.D., OR

NEHALEM BAY FIRE AND RESCUE, OR

NEHALEM BAY HEALTH DISTRICT, OR

NEHALEM BAY WASTEWATER AGENCY, OR

NESIKA BEACH-OPHIR WATER DISTRICT, OR

NESKOWIN REGIONAL SANITARY AUTHORITY, OR

NESKOWIN REGIONAL WATER DISTRICT, OR
NESTUCCA R.F.P.D., OR

NETARTS WATER DISTRICT, OR
NETARTS-OCEANSIDE R.F.P.D., OR

NETARTS-OCEANSIDE SANITARY DISTRICT, OR

NEW BRIDGE WATER SUPPLY DISTRICT, OR

NEW CARLTON FIRE DISTRICT, OR

NEW ORLEANS REDEVELOPMENT AUTHORITY, LA
NEW PINE CREEK R.F.P.D., OR
NEWBERG R.F.P.D., OR

NEWBERRY ESTATES SPECIAL ROAD DISTRICT, OR
NEWPORT R.F.P.D., OR

NEWT YOUNG DITCH DISTRICT IMPROVEMENT

COMPANY, OR
NORTH ALBANY R.F.P.D., OR
NORTH BAY R.F.P.D. #9, OR

NORTH CLACKAMAS PARKS & RECREATION

DISTRICT, OR

NORTH COUNTY RECREATION DISTRICT, OR

NORTH DOUGLAS COUNTY FIRE & EMS, OR

NORTH DOUGLAS PARK & RECREATION DISTRICT,
OR

NORTH GILLIAM COUNTY HEALTH DISTRICT, OR
NORTH GILLIAM COUNTY R.F.P.D., OR

NORTH LAKE HEALTH DISTRICT, OR

NORTH LEBANON WATER CONTROL DISTRICT, OR
NORTH LINCOLN FIRE & RESCUE DISTRICT #1, OR

NORTH LINCOLN HEALTH DISTRICT, OR

NORTH MORROW VECTOR CONTROL DISTRICT, OR
NORTH SHERMAN COUNTY R.F.P.D, OR

NORTH UNIT IRRIGATION DISTRICT, OR

NORTHEAST OREGON HOUSING AUTHORITY, OR

NORTHEAST WHEELER COUNTY HEALTH DISTRICT,
OR
NORTHERN WASCO COUNTY P.U.D., OR

NORTHERN WASCO COUNTY PARK & RECREATION

DISTRICT, OR

NYE DITCH USERS DISTRICT IMPROVEMENT, OR
NYSSA ROAD ASSESSMENT DISTRICT #2, OR

NYSSA RURAL FIRE DISTRICT, OR

NYSSA-ARCADIA DRAINAGE DISTRICT, OR

OAK LODGE WATER SERVICES, OR
OAKLAND R.F.P.D., OR

OAKVILLE COMMUNITY CENTER, OR

OCEANSIDE WATER DISTRICT, OR
��

Version June 26, 2024

OCHOCO IRRIGATION DISTRICT, OR

OCHOCO WEST WATER AND SANITARY

AUTHORITY, OR

ODELL SANITARY DISTRICT, OR

OLD OWYHEE DITCH IMPROVEMENT DISTRICT, OR

OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR

ONTARIO LIBRARY DISTRICT, OR
ONTARIO R.F.P.D., OR
OPHIR R.F.P.D., OR

OREGON COAST COMMUNITY ACTION

OREGON HOUSING AND COMMUNITY SERVICES

OREGON INTERNATIONAL PORT OF COOS BAY, OR

OREGON LEGISLATIVE ADMINISTRATION
OREGON OUTBACK R.F.P.D., OR

OREGON POINT, OR

OREGON TRAIL LIBRARY DISTRICT, OR

OTTER ROCK WATER DISTRICT, OR
OWW UNIT #2 SANITARY DISTRICT, OR

OWYHEE CEMETERY MAINTENANCE DISTRICT, OR

OWYHEE IRRIGATION DISTRICT, OR

PACIFIC CITY JOINT WATER-SANITARY

AUTHORITY, OR

PACIFIC COMMUNITIES HEALTH DISTRICT, OR
PACIFIC RIVIERA #3 SPECIAL ROAD DISTRICT, OR

PALATINE HILL WATER DISTRICT, OR

PALMER CREEK WATER DISTRICT IMPROVEMENT

COMPANY, OR

PANORAMIC ACCESS SPECIAL ROAD DISTRICT, OR

PANTHER CREEK ROAD DISTRICT, OR

PANTHER CREEK WATER DISTRICT, OR
PARKDALE R.F.P.D., OR

PARKDALE SANITARY DISTRICT, OR
PENINSULA DRAINAGE DISTRICT #1, OR
PENINSULA DRAINAGE DISTRICT #2, OR

PHILOMATH FIRE AND RESCUE, OR

PILOT ROCK CEMETERY MAINTENANCE DISTRICT
#5, OR

PILOT ROCK PARK & RECREATION DISTRICT, OR
PILOT ROCK R.F.P.D., OR

PINE EAGLE HEALTH DISTRICT, OR

PINE FLAT DISTRICT IMPROVEMENT COMPANY, OR

PINE GROVE IRRIGATION DISTRICT, OR

PINE GROVE WATER DISTRICT-KLAMATH FALLS,
OR

PINE GROVE WATER DISTRICT-MAUPIN, OR

PINE VALLEY CEMETERY DISTRICT, OR
PINE VALLEY R.F.P.D., OR

PINEWOOD COUNTRY ESTATES SPECIAL ROAD

DISTRICT, OR

PIONEER DISTRICT IMPROVEMENT COMPANY, OR

PISTOL RIVER CEMETERY MAINTENANCE

DISTRICT, OR

PISTOL RIVER FIRE DISTRICT, OR
PLEASANT HILL R.F.P.D., OR

PLEASANT HOME WATER DISTRICT, OR

POCAHONTAS MINING AND IRRIGATION DISTRICT,
OR

POE VALLEY IMPROVEMENT DISTRICT, OR

POE VALLEY PARK & RECREATION DISTRICT, OR

POE VALLEY VECTOR CONTROL DISTRICT, OR
POLK COUNTY FIRE DISTRICT #1, OR
POLK S.W.C.D., OR

POMPADOUR WATER IMPROVEMENT DISTRICT, OR

PONDEROSA PINES EAST SPECIAL ROAD DISTRICT,
OR

PORT OF ALSEA, OR

PORT OF ARLINGTON, OR

PORT OF ASTORIA, OR

PORT OF BANDON, OR

PORT OF BRANDON, OR

PORT OF BROOKINGS HARBOR, OR

PORT OF CASCADE LOCKS, OR

PORT OF COQUILLE RIVER, OR

PORT OF GARIBALDI, OR

PORT OF GOLD BEACH, OR

PORT OF HOOD RIVER, OR

PORT OF MORGAN CITY, LA

PORT OF MORROW, OR

PORT OF NEHALEM, OR

PORT OF NEWPORT, OR

PORT OF PORT ORFORD, OR

PORT OF PORTLAND, OR

PORT OF SIUSLAW, OR
PORT OF ST. HELENS, OR

PORT OF THE DALLES, OR

PORT OF TILLAMOOK BAY, OR

PORT OF TOLEDO, OR

PORT OF UMATILLA, OR

PORT OF UMPQUA, OR

PORT ORFORD CEMETERY MAINTENANCE

DISTRICT, OR

PORT ORFORD PUBLIC LIBRARY DISTRICT, OR
PORT ORFORD R.F.P.D., OR

PORTLAND DEVELOPMENT COMMISSION, OR

PORTLAND FIRE AND RESCUE

PORTLAND HOUSING CENTER, OR
POWDER R.F.P.D., OR
POWDER RIVER R.F.P.D., OR

POWDER VALLEY WATER CONTROL DISTRICT, OR

POWERS HEALTH DISTRICT, OR

PRAIRIE CEMETERY MAINTENANCE DISTRICT, OR

PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT
#1, OR
PROSPECT R.F.P.D., OR

QUAIL VALLEY PARK IMPROVEMENT DISTRICT, OR

QUEENER IRRIGATION IMPROVEMENT DISTRICT,
OR

RAINBOW WATER DISTRICT, OR

RAINIER CEMETERY DISTRICT, OR

RAINIER DRAINAGE IMPROVEMENT COMPANY, OR

RALEIGH WATER DISTRICT, OR

REDMOND AREA PARK & RECREATION DISTRICT,
OR

REDMOND FIRE AND RESCUE, OR

RIDDLE FIRE PROTECTION DISTRICT, OR

RIDGEWOOD DISTRICT IMPROVEMENT COMPANY,
OR

RIDGEWOOD ROAD DISTRICT, OR

RIETH SANITARY DISTRICT, OR

RIETH WATER DISTRICT, OR

RIMROCK WEST IMPROVEMENT DISTRICT, OR

RINK CREEK WATER DISTRICT, OR

RIVER BEND ESTATES SPECIAL ROAD DISTRICT, OR

RIVER FOREST ACRES SPECIAL ROAD DISTRICT, OR

RIVER MEADOWS IMPROVEMENT DISTRICT, OR

RIVER PINES ESTATES SPECIAL ROAD DISTRICT, OR

RIVER ROAD PARK & RECREATION DISTRICT, OR

RIVER ROAD WATER DISTRICT, OR

RIVERBEND RIVERBANK WATER IMPROVEMENT

DISTRICT, OR
RIVERDALE R.F.P.D. 11-JT, OR

RIVERGROVE WATER DISTRICT, OR

RIVERSIDE MISSION WATER CONTROL DISTRICT,
OR
��

Version June 26, 2024

RIVERSIDE R.F.P.D. #7-406, OR

RIVERSIDE WATER DISTRICT, OR

ROBERTS CREEK WATER DISTRICT, OR

ROCK CREEK DISTRICT IMPROVEMENT, OR

ROCK CREEK WATER DISTRICT, OR
ROCKWOOD WATER P.U.D., OR

ROCKY POINT FIRE & EMS, OR
ROGUE RIVER R.F.P.D., OR

ROGUE RIVER VALLEY IRRIGATION DISTRICT, OR

ROGUE VALLEY SEWER SERVICES, OR

ROGUE VALLEY SEWER, OR

ROGUE VALLEY TRANSPORTATION DISTRICT, OR

ROSEBURG URBAN SANITARY AUTHORITY, OR

ROSEWOOD ESTATES ROAD DISTRICT, OR

ROW RIVER VALLEY WATER DISTRICT, OR
RURAL ROAD ASSESSMENT DISTRICT #3, OR
RURAL ROAD ASSESSMENT DISTRICT #4, OR

SAINT LANDRY PARISH TOURIST COMMISSION
SAINT MARY PARISH REC DISTRICT 2
SAINT MARY PARISH REC DISTRICT 3
SAINT TAMMANY FIRE DISTRICT 4, LA

SALEM AREA MASS TRANSIT DISTRICT, OR

SALEM MASS TRANSIT DISTRICT
SALEM SUBURBAN R.F.P.D., OR

SALISHAN SANITARY DISTRICT, OR

SALMON RIVER PARK SPECIAL ROAD DISTRICT, OR

SALMON RIVER PARK WATER IMPROVEMENT

DISTRICT, OR

SALMONBERRY TRAIL INTERGOVERNMENTAL

AGENCY, OR

SANDPIPER VILLAGE SPECIAL ROAD DISTRICT, OR

SANDY DRAINAGE IMPROVEMENT COMPANY, OR
SANDY R.F.P.D. #72, OR
SANTA CLARA R.F.P.D., OR

SANTA CLARA WATER DISTRICT, OR

SANTIAM WATER CONTROL DISTRICT, OR

SAUVIE ISLAND DRAINAGE IMPROVEMENT

COMPANY, OR
SAUVIE ISLAND VOLUNTEER FIRE DISTRICT #30J,
OR

SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY,
OR

SCAPPOOSE PUBLIC LIBRARY DISTRICT, OR
SCAPPOOSE R.F.P.D., OR
SCIO R.F.P.D., OR
SCOTTSBURG R.F.P.D., OR
SEAL ROCK R.F.P.D., OR

SEAL ROCK WATER DISTRICT, OR

SEWERAGE AND WATER BOARD OF NEW ORLEANS,
LA

SHANGRI-LA WATER DISTRICT, OR

SHASTA VIEW IRRIGATION DISTRICT, OR

SHELLEY ROAD CREST ACRES WATER DISTRICT,
OR

SHERIDAN FIRE DISTRICT, OR

SHERMAN COUNTY HEALTH DISTRICT, OR
SHERMAN COUNTY S.W.C.D., OR

SHORELINE SANITARY DISTRICT, OR

SILETZ KEYS SANITARY DISTRICT, OR
SILETZ R.F.P.D., OR

SILVER FALLS LIBRARY DISTRICT, OR

SILVER LAKE IRRIGATION DISTRICT, OR
SILVER LAKE R.F.P.D., OR

SILVER SANDS SPECIAL ROAD DISTRICT, OR
SILVERTON R.F.P.D. NO. 2, OR

SISTERS PARKS & RECREATION DISTRICT, OR
SISTERS-CAMP SHERMAN R.F.P.D., OR

SIUSLAW PUBLIC LIBRARY DISTRICT, OR
SIUSLAW S.W.C.D., OR

SIUSLAW VALLEY FIRE AND RESCUE, OR
SIXES R.F.P.D., OR

SKIPANON WATER CONTROL DISTRICT, OR

SKYLINE VIEW DISTRICT IMPROVEMENT

COMPANY, OR

SLEEPY HOLLOW WATER DISTRICT, OR

SMITH DITCH DISTRICT IMPROVEMENT COMPANY,
OR

SOUTH CLACKAMAS TRANSPORTATION DISTRICT,
OR

SOUTH COUNTY HEALTH DISTRICT, OR

SOUTH FORK WATER BOARD, OR

SOUTH GILLIAM COUNTY CEMETERY DISTRICT, OR

SOUTH GILLIAM COUNTY HEALTH DISTRICT, OR
SOUTH GILLIAM COUNTY R.F.P.D. VI-301, OR

SOUTH LAFOURCHE LEVEE DISTRICT, LA

SOUTH LANE COUNTY FIRE & RESCUE, OR

SOUTH SANTIAM RIVER WATER CONTROL

DISTRICT, OR

SOUTH SHERMAN FIRE DISTRICT, OR

SOUTH SUBURBAN SANITARY DISTRICT, OR

SOUTH WASCO PARK & RECREATION DISTRICT, OR

SOUTHERN COOS HEALTH DISTRICT, OR

SOUTHERN CURRY CEMETERY MAINTENANCE

DISTRICT, OR

SOUTHVIEW IMPROVEMENT DISTRICT, OR

SOUTHWEST LINCOLN COUNTY WATER DISTRICT,
OR
SOUTHWESTERN POLK COUNTY R.F.P.D., OR

SOUTHWOOD PARK WATER DISTRICT, OR
SPECIAL ROAD DISTRICT #1, OR
SPECIAL ROAD DISTRICT #8, OR

SPRING RIVER SPECIAL ROAD DISTRICT, OR

SPRINGFIELD UTILITY BOARD, OR
ST. PAUL R.F.P.D., OR
STANFIELD CEMETERY DISTRICT #6, OR

STANFIELD IRRIGATION DISTRICT, OR

STARR CREEK ROAD DISTRICT, OR

STARWOOD SANITARY DISTRICT, OR

STAYTON FIRE DISTRICT, OR

SUBLIMITY FIRE DISTRICT, OR

SUBURBAN EAST SALEM WATER DISTRICT, OR

SUBURBAN LIGHTING DISTRICT, OR

SUCCOR CREEK DISTRICT IMPROVEMENT

COMPANY, OR

SUMMER LAKE IRRIGATION DISTRICT, OR

SUMMERVILLE CEMETERY MAINTENANCE

DISTRICT, OR
SUMNER R.F.P.D., OR

SUN MOUNTAIN SPECIAL ROAD DISTRICT, OR

SUNDOWN SANITATION DISTRICT, OR

SUNFOREST ESTATES SPECIAL ROAD DISTRICT, OR

SUNNYSIDE IRRIGATION DISTRICT, OR

SUNRISE WATER AUTHORITY, OR

SUNRIVER SERVICE DISTRICT, OR

SUNSET EMPIRE PARK & RECREATION DISTRICT,
OR

SUNSET EMPIRE TRANSPORTATION DISTRICT, OR

SURFLAND ROAD DISTRICT, OR

SUTHERLIN VALLEY RECREATION DISTRICT, OR

SUTHERLIN WATER CONTROL DISTRICT, OR

SWALLEY IRRIGATION DISTRICT, OR

SWEET HOME CEMETERY MAINTENANCE DISTRICT,
OR

SWEET HOME FIRE & AMBULANCE DISTRICT, OR
��

Version June 26, 2024

SWISSHOME-DEADWOOD R.F.P.D., OR

TABLE ROCK DISTRICT IMPROVEMENT COMPANY,
OR

TALENT IRRIGATION DISTRICT, OR
TANGENT R.F.P.D., OR
TENMILE R.F.P.D., OR

TERREBONNE DOMESTIC WATER DISTRICT, OR

THE DALLES IRRIGATION DISTRICT, OR
THOMAS CREEK-WESTSIDE R.F.P.D., OR

THREE RIVERS RANCH ROAD DISTRICT, OR

THREE SISTERS IRRIGATION DISTRICT, OR

TIGARD TUALATIN AQUATIC DISTRICT, OR

TIGARD WATER DISTRICT, OR

TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT,
OR

TILLAMOOK COUNTY EMERGENCY

COMMUNICATIONS DISTRICT, OR
TILLAMOOK COUNTY S.W.C.D., OR

TILLAMOOK COUNTY TRANSPORTATION DISTRICT,
OR

TILLAMOOK FIRE DISTRICT, OR
TILLAMOOK P.U.D., OR
TILLER R.F.P.D., OR

TOBIN DITCH DISTRICT IMPROVEMENT COMPANY,
OR
TOLEDO R.F.P.D., OR

TONE WATER DISTRICT, OR

TOOLEY WATER DISTRICT, OR

TRASK DRAINAGE DISTRICT, OR
TRI CITY R.F.P.D. #4, OR

TRI-CITY WATER & SANITARY AUTHORITY, OR

TRI-COUNTY METROPOLITAN TRANSPORTATION

DISTRICT OF OREGON

TRIMET, OR

TUALATIN HILLS PARK & RECREATION DISTRICT

TUALATIN HILLS PARK & RECREATION DISTRICT,
OR
TUALATIN S.W.C.D., OR

TUALATIN VALLEY FIRE & RESCUE

TUALATIN VALLEY FIRE & RESCUE, OR

TUALATIN VALLEY IRRIGATION DISTRICT, OR

TUALATIN VALLEY WATER DISTRICT

TUALATIN VALLEY WATER DISTRICT, OR

TUMALO IRRIGATION DISTRICT, OR

TURNER FIRE DISTRICT, OR

TWIN ROCKS SANITARY DISTRICT, OR

TWO RIVERS NORTH SPECIAL ROAD DISTRICT, OR
TWO RIVERS S.W.C.D., OR

TWO RIVERS SPECIAL ROAD DISTRICT, OR
TYGH VALLEY R.F.P.D., OR

TYGH VALLEY WATER DISTRICT, OR
UMATILLA COUNTY FIRE DISTRICT #1, OR
UMATILLA COUNTY S.W.C.D., OR

UMATILLA COUNTY SPECIAL LIBRARY DISTRICT,
OR

UMATILLA HOSPITAL DISTRICT, OR
UMATILLA R.F.P.D. #7-405, OR

UMATILLA-MORROW RADIO AND DATA DISTRICT,
OR
UMPQUA S.W.C.D., OR

UNION CEMETERY MAINTENANCE DISTRICT, OR

UNION COUNTY SOLID WASTE DISPOSAL DISTRICT,
OR

UNION COUNTY VECTOR CONTROL DISTRICT, OR

UNION GAP SANITARY DISTRICT, OR

UNION GAP WATER DISTRICT, OR

UNION HEALTH DISTRICT, OR
UNION R.F.P.D., OR
UNION S.W.C.D., OR

UNITY COMMUNITY PARK & RECREATION

DISTRICT, OR

UPPER CLEVELAND RAPIDS ROAD DISTRICT, OR
UPPER MCKENZIE R.F.P.D., OR
UPPER WILLAMETTE S.W.C.D., OR

VALE OREGON IRRIGATION DISTRICT, OR

VALE RURAL FIRE PROTECTION DISTRICT, OR

VALLEY ACRES SPECIAL ROAD DISTRICT, OR

VALLEY VIEW CEMETERY MAINTENANCE

DISTRICT, OR

VALLEY VIEW WATER DISTRICT, OR

VANDEVERT ACRES SPECIAL ROAD DISTRICT, OR
VERNONIA R.F.P.D., OR

VINEYARD MOUNTAIN PARK & RECREATION

DISTRICT, OR

VINEYARD MOUNTAIN SPECIAL ROAD DISTRICT,
OR

WALLA WALLA RIVER IRRIGATION DISTRICT, OR

WALLOWA COUNTY HEALTH CARE DISTRICT, OR

WALLOWA LAKE COUNTY SERVICE DISTRICT, OR

WALLOWA LAKE IRRIGATION DISTRICT, OR
WALLOWA LAKE R.F.P.D., OR
WALLOWA S.W.C.D., OR
WALLOWA VALLEY IMPROVEMENT DISTRICT #1,
OR
WAMIC R.F.P.D., OR

WAMIC WATER & SANITARY AUTHORITY, OR

WARMSPRINGS IRRIGATION DISTRICT, OR
WASCO COUNTY S.W.C.D., OR

WATER ENVIRONMENT SERVICES, OR

WATER WONDERLAND IMPROVEMENT DISTRICT,
OR

WATERBURY & ALLEN DITCH IMPROVEMENT

DISTRICT, OR

WATSECO-BARVIEW WATER DISTRICT, OR

WAUNA WATER DISTRICT, OR

WEDDERBURN SANITARY DISTRICT, OR

WEST EAGLE VALLEY WATER CONTROL DISTRICT,
OR

WEST EXTENSION IRRIGATION DISTRICT, OR

WEST LABISH DRAINAGE & WATER CONTROL

IMPROVEMENT DISTRICT, OR
WEST MULTNOMAH S.W.C.D., OR
WEST SIDE R.F.P.D., OR

WEST SLOPE WATER DISTRICT, OR

WEST UMATILLA MOSQUITO CONTROL DISTRICT,
OR

WEST VALLEY FIRE DISTRICT, OR

WESTERN HEIGHTS SPECIAL ROAD DISTRICT, OR

WESTERN LANE AMBULANCE DISTRICT, OR

WESTLAND IRRIGATION DISTRICT, OR

WESTON ATHENA MEMORIAL HALL PARK &

RECREATION DISTRICT, OR
WESTON CEMETERY DISTRICT #2, OR

WESTPORT FIRE AND RESCUE, OR

WESTRIDGE WATER SUPPLY CORPORATION, OR

WESTWOOD HILLS ROAD DISTRICT, OR

WESTWOOD VILLAGE ROAD DISTRICT, OR
WHEELER S.W.C.D., OR

WHITE RIVER HEALTH DISTRICT, OR

WIARD MEMORIAL PARK DISTRICT, OR

WICKIUP WATER DISTRICT, OR
WILLAKENZIE R.F.P.D., OR

WILLAMALANE PARK & RECREATION DISTRICT, OR

WILLAMALANE PARK AND RECREATION DISTRICT
��

Version June 26, 2024

WILLAMETTE HUMANE SOCIETY

WILLAMETTE RIVER WATER COALITION, OR
WILLIAMS R.F.P.D., OR

WILLOW CREEK PARK DISTRICT, OR

WILLOW DALE WATER DISTRICT, OR

WILSON RIVER WATER DISTRICT, OR
WINCHESTER BAY R.F.P.D., OR

WINCHESTER BAY SANITARY DISTRICT, OR
WINCHUCK R.F.P.D., OR
WINSTON-DILLARD R.F.P.D., OR

WINSTON-DILLARD WATER DISTRICT, OR
WOLF CREEK R.F.P.D., OR

WOOD RIVER DISTRICT IMPROVEMENT COMPANY,
OR
WOODBURN R.F.P.D. NO. 6, OR

WOODLAND PARK SPECIAL ROAD DISTRICT, OR

WOODS ROAD DISTRICT, OR

WRIGHT CREEK ROAD WATER IMPROVEMENT

DISTRICT, OR

WY'EAST FIRE DISTRICT, OR
YACHATS R.F.P.D., OR

YAMHILL COUNTY TRANSIT AREA, OR

YAMHILL FIRE PROTECTION DISTRICT, OR

YAMHILL SWCD, OR

YONCALLA PARK & RECREATION DISTRICT, OR

YOUNGS RIVER-LEWIS & CLARK WATER DISTRICT,
OR
ZUMWALT R.F.P.D., OR

K-12 INCLUDING BUT NOT LIMITED TO:

ACADIA PARISH SCHOOL BOARD

BEAVERTON SCHOOL DISTRICT

BEND-LA PINE SCHOOL DISTRICT

BOGALUSA HIGH SCHOOL, LA

BOSSIER PARISH SCHOOL BOARD

BROOKING HARBOR SCHOOL DISTRICT

CADDO PARISH SCHOOL DISTRICT

CALCASIEU PARISH SCHOOL DISTRICT

CANBY SCHOOL DISTRICT

CANYONVILLE CHRISTIAN ACADEMY

CASCADE SCHOOL DISTRICT

CASCADES ACADEMY OF CENTRAL OREGON

CENTENNIAL SCHOOL DISTRICT

CENTRAL CATHOLIC HIGH SCHOOL
CENTRAL POINT SCHOOL DISTRICT NO.6
CENTRAL SCHOOL DISTRICT 13J
COOS BAY SCHOOL DISTRICT NO.9
CORVALLIS SCHOOL DISTRICT 509J
COUNTY OF YAMHILL SCHOOL DISTRICT 29

CULVER SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO.2

DAVID DOUGLAS SCHOOL DISTRICT
DAYTON SCHOOL DISTRICT NO.8

DE LA SALLE N CATHOLIC HS
DESCHUTES COUNTY SCHOOL DISTRICT NO.6

DOUGLAS EDUCATIONAL DISTRICT SERVICE
DUFUR SCHOOL DISTRICT NO.29

EAST BATON ROUGE PARISH SCHOOL DISTRICT
ESTACADA SCHOOL DISTRICT NO.10B

FOREST GROVE SCHOOL DISTRICT

GEORGE MIDDLE SCHOOL

GLADSTONE SCHOOL DISTRICT
GRANTS PASS SCHOOL DISTRICT 7

GREATER ALBANY PUBLIC SCHOOL DISTRICT

GRESHAM BARLOW JOINT SCHOOL DISTRICT

HEAD START OF LANE COUNTY

HIGH DESERT EDUCATION SERVICE DISTRICT

HILLSBORO SCHOOL DISTRICT

HOOD RIVER COUNTY SCHOOL DISTRICT
JACKSON CO SCHOOL DIST NO.9
JEFFERSON COUNTY SCHOOL DISTRICT 509-J

JEFFERSON PARISH SCHOOL DISTRICT

JEFFERSON SCHOOL DISTRICT

JUNCTION CITY SCHOOLS, OR

KLAMATH COUNTY SCHOOL DISTRICT

KLAMATH FALLS CITY SCHOOLS

LAFAYETTE PARISH SCHOOL DISTRICT
LAKE OSWEGO SCHOOL DISTRICT 7J
LANE COUNTY SCHOOL DISTRICT 4J

LINCOLN COUNTY SCHOOL DISTRICT
LINN CO. SCHOOL DIST. 95C

LIVINGSTON PARISH SCHOOL DISTRICT

LOST RIVER JR/SR HIGH SCHOOL
LOWELL SCHOOL DISTRICT NO.71
SALEM-KEIZER PUBLIC SCHOOLS 24J
MARION COUNTY SCHOOL DISTRICT 103

MARIST HIGH SCHOOL, OR

MCMINNVILLE SCHOOL DISTRICT NOAO
MEDFORD SCHOOL DISTRICT 549C

MITCH CHARTER SCHOOL
MONROE SCHOOL DISTRICT NO.1J

MORROW COUNTY SCHOOL DIST, OR

MULTNOMAH EDUCATION SERVICE DISTRICT

MULTISENSORY LEARNING ACADEMY
MYRTLE PINT SCHOOL DISTRICT 41
NEAH-KAH-NIE DISTRICT NO.56

NEWBERG PUBLIC SCHOOLS
NESTUCCA VALLEY SCHOOL DISTRICT NO.101

NOBEL LEARNING COMMUNITIES
NORTH BEND SCHOOL DISTRICT 13

NORTH CLACKAMAS SCHOOL DISTRICT

NORTH DOUGLAS SCHOOL DISTRICT
NORTH WASCO CITY SCHOOL DISTRICT 21

NORTHWEST REGIONAL EDUCATION SERVICE

DISTRICT

ONTARIO MIDDLE SCHOOL
OREGON TRAIL SCHOOL DISTRICT NOA6

ORLEANS PARISH SCHOOL DISTRICT

PHOENIX-TALENT SCHOOL DISTRICT NOA

PLEASANT HILL SCHOOL DISTRICT

PORTLAND JEWISH ACADEMY

PORTLAND PUBLIC SCHOOLS

RAPIDES PARISH SCHOOL DISTRICT

REDMOND SCHOOL DISTRICT

REYNOLDS SCHOOL DISTRICT

ROGUE RIVER SCHOOL DISTRICT

ROSEBURG PUBLIC SCHOOLS
SCAPPOOSE SCHOOL DISTRICT 1J

SAINT TAMMANY PARISH SCHOOL BOARD, LA
SEASIDE SCHOOL DISTRICT 10
SHERWOOD SCHOOL DISTRICT 88J
SILVER FALLS SCHOOL DISTRICT 4J
SOUTH LANE SCHOOL DISTRICT 45J3

SOUTHERN OREGON EDUCATION SERVICE

DISTRICT

SPRINGFIELD PUBLIC SCHOOLS

SUTHERLIN SCHOOL DISTRICT
SWEET HOME SCHOOL DISTRICT NO.55
T

ERREBONNE PARISH SCHOOL DISTRICT

THE CATLIN GABEL SCHOOL

TIGARD-TUALATIN SCHOOL DISTRICT

UMATILLA MORROW ESD

WEST LINN WILSONVILLE SCHOOL DISTRICT

WILLAMETTE EDUCATION SERVICE DISTRICT
��

Version June 26, 2024

WOODBURN SCHOOL DISTRICT

YONCALLA SCHOOL DISTRICT

ACADEMY FOR MATH ENGINEERING & SCIENCE
(AMES), UT

ALIANZA ACADEMY, UT

ALPINE DISTRICT, UT

AMERICAN LEADERSHIP ACADEMY, UT

AMERICAN PREPARATORY ACADEMY, UT

BAER CANYON HIGH SCHOOL FOR SPORTS &

MEDICAL SCIENCES, UT

BEAR RIVER CHARTER SCHOOL, UT

BEAVER SCHOOL DISTRICT, UT

BEEHIVE SCIENCE & TECHNOLOGY ACADEMY
(BSTA) , UT

BOX ELDER SCHOOL DISTRICT, UT

CBA CENTER, UT

CACHE SCHOOL DISTRICT, UT

CANYON RIM ACADEMY, UT

CANYONS DISTRICT, UT

CARBON SCHOOL DISTRICT, UT

CHANNING HALL, UT

CHARTER SCHOOL LEWIS ACADEMY, UT

CITY ACADEMY, UT

DAGGETT SCHOOL DISTRICT, UT

DAVINCI ACADEMY, UT

DAVIS DISTRICT, UT

DUAL IMMERSION ACADEMY, UT

DUCHESNE SCHOOL DISTRICT, UT

EARLY LIGHT ACADEMY AT DAYBREAK, UT

EAST HOLLYWOOD HIGH, UT

EDITH BOWEN LABORATORY SCHOOL, UT

EMERSON ALCOTT ACADEMY, UT

EMERY SCHOOL DISTRICT, UT

ENTHEOS ACADEMY, UT

EXCELSIOR ACADEMY, UT

FAST FORWARD HIGH, UT

FREEDOM ACADEMY, UT

GARFIELD SCHOOL DISTRICT, UT

GATEWAY PREPARATORY ACADEMY, UT

GEORGE WASHINGTON ACADEMY, UT

GOOD FOUNDATION ACADEMY, UT

GRAND SCHOOL DISTRICT, UT

GRANITE DISTRICT, UT

GUADALUPE SCHOOL, UT

HAWTHORN ACADEMY, UT

INTECH COLLEGIATE HIGH SCHOOL, UT

IRON SCHOOL DISTRICT, UT

ITINERIS EARLY COLLEGE HIGH, UT

JOHN HANCOCK CHARTER SCHOOL, UT

JORDAN DISTRICT, UT

JUAB SCHOOL DISTRICT, UT

KANE SCHOOL DISTRICT, UT

KARL G MAESER PREPARATORY ACADEMY, UT

LAKEVIEW ACADEMY, UT

LEGACY PREPARATORY ACADEMY, UT

LIBERTY ACADEMY, UT

LINCOLN ACADEMY, UT

LOGAN SCHOOL DISTRICT, UT

MARIA MONTESSORI ACADEMY, UT

MERIT COLLEGE PREPARATORY ACADEMY, UT

MILLARD SCHOOL DISTRICT, UT

MOAB CHARTER SCHOOL, UT

MONTICELLO ACADEMY, UT

MORGAN SCHOOL DISTRICT, UT

MOUNTAINVILLE ACADEMY, UT

MURRAY SCHOOL DISTRICT, UT

NAVIGATOR POINTE ACADEMY, UT

NEBO SCHOOL DISTRICT, UT

NO UT ACAD FOR MATH ENGINEERING & SCIENCE
(NUAMES), UT

NOAH WEBSTER ACADEMY, UT

NORTH DAVIS PREPARATORY ACADEMY, UT

NORTH SANPETE SCHOOL DISTRICT, UT

NORTH STAR ACADEMY, UT

NORTH SUMMIT SCHOOL DISTRICT, UT

ODYSSEY CHARTER SCHOOL, UT

OGDEN PREPARATORY ACADEMY, UT

OGDEN SCHOOL DISTRICT, UT

OPEN CLASSROOM, UT

OPEN HIGH SCHOOL OF UTAH, UT

OQUIRRH MOUNTAIN CHARTER SCHOOL, UT

PARADIGM HIGH SCHOOL, UT

PARK CITY SCHOOL DISTRICT, UT

PINNACLE CANYON ACADEMY, UT

PIUTE SCHOOL DISTRICT, UT

PROVIDENCE HALL, UT

PROVO SCHOOL DISTRICT, UT

QUAIL RUN PRIMARY SCHOOL, UT

QUEST ACADEMY, UT

RANCHES ACADEMY, UT

REAGAN ACADEMY, UT

RENAISSANCE ACADEMY, UT

RICH SCHOOL DISTRICT, UT

ROCKWELL CHARTER HIGH SCHOOL, UT

SALT LAKE ARTS ACADEMY, UT

SALT LAKE CENTER FOR SCIENCE EDUCATION, UT

SALT LAKE SCHOOL DISTRICT, UT

SALT LAKE SCHOOL FOR THE PERFORMING ARTS,
UT

SAN JUAN SCHOOL DISTRICT, UT

SEVIER SCHOOL DISTRICT, UT

SOLDIER HOLLOW CHARTER SCHOOL, UT

SOUTH SANPETE SCHOOL DISTRICT, UT

SOUTH SUMMIT SCHOOL DISTRICT, UT

SPECTRUM ACADEMY, UT

SUCCESS ACADEMY, UT

SUCCESS SCHOOL, UT

SUMMIT ACADEMY, UT

SUMMIT ACADEMY HIGH SCHOOL, UT

SYRACUSE ARTS ACADEMY, UT

THOMAS EDISON - NORTH, UT

TIMPANOGOS ACADEMY, UT

TINTIC SCHOOL DISTRICT, UT

TOOELE SCHOOL DISTRICT, UT

TUACAHN HIGH SCHOOL FOR THE PERFORMING

ARTS, UT

UINTAH RIVER HIGH, UT

UINTAH SCHOOL DISTRICT, UT

UTAH CONNECTIONS ACADEMY, UT

UTAH COUNTY ACADEMY OF SCIENCE, UT

UTAH ELECTRONIC HIGH SCHOOL, UT

UTAH SCHOOLS FOR DEAF & BLIND, UT

UTAH STATE OFFICE OF EDUCATION, UT

UTAH VIRTUAL ACADEMY, UT

VENTURE ACADEMY, UT

VISTA AT ENTRADA SCHOOL OF PERFORMING

ARTS AND TECHNOLOGY, UT

WALDEN SCHOOL OF LIBERAL ARTS, UT

WASATCH PEAK ACADEMY, UT

WASATCH SCHOOL DISTRICT, UT

WASHINGTON SCHOOL DISTRICT, UT

WAYNE SCHOOL DISTRICT, UT

WEBER SCHOOL DISTRICT, UT

WEILENMANN SCHOOL OF DISCOVERY, UT
��

Version June 26, 2024

HIGHER EDUCATION

ARGOSY UNIVERSITY

BATON ROUGE COMMUNITY COLLEGE, LA

BIRTHINGWAY COLLEGE OF MIDWIFERY

BLUE MOUNTAIN COMMUNITY COLLEGE

BRIGHAM YOUNG UNIVERSITY - HAWAII

CENTRAL OREGON COMMUNITY COLLEGE

CENTENARY COLLEGE OF LOUISIANA

CHEMEKETA COMMUNITY COLLEGE

CLACKAMAS COMMUNITY COLLEGE

COLLEGE OF THE MARSHALL ISLANDS

COLUMBIA GORGE COMMUNITY COLLEGE

CONCORDIA UNIVERSITY

GEORGE FOX UNIVERSITY

KLAMATH COMMUNITY COLLEGE DISTRICT

LANE COMMUNITY COLLEGE

LEWIS AND CLARK COLLEGE

LINFIELD COLLEGE

LINN-BENTON COMMUNITY COLLEGE

LOUISIANA COLLEGE, LA

LOUISIANA STATE UNIVERSITY

LOUISIANA STATE UNIVERSITY HEALTH SERVICES

MARYLHURST UNIVERSITY
MT. HOOD COMMUNITY COLLEGE

MULTNOMAH BIBLE COLLEGE

NATIONAL COLLEGE OF NATURAL MEDICINE

NORTHWEST CHRISTIAN COLLEGE

OREGON HEALTH AND SCIENCE UNIVERSITY

OREGON INSTITUTE OF TECHNOLOGY

OREGON STATE UNIVERSITY

OREGON UNIVERSITY SYSTEM

PACIFIC UNIVERSITY

PIONEER PACIFIC COLLEGE

PORTLAND COMMUNITY COLLEGE

PORTLAND STATE UNIVERSITY

REED COLLEGE

RESEARCH CORPORATION OF THE UNIVERSITY OF
HAWAII

ROGUE COMMUNITY COLLEGE

SOUTHEASTERN LOUISIANA UNIVERSITY

SOUTHERN OREGON UNIVERSITY (OREGON

UNIVERSITY SYSTEM)

SOUTHWESTERN OREGON COMMUNITY COLLEGE

TULANE UNIVERSITY

TILLAMOOK BAY COMMUNITY COLLEGE

UMPQUA COMMUNITY COLLEGE

UNIVERSITY OF HAWAII BOARD OF REGENTS

UNIVERSITY OF HAWAII-HONOLULU COMMUNITY

COLLEGE

UNIVERSITY OF OREGON-GRADUATE SCHOOL

UNIVERSITY OF PORTLAND

UNIVERSITY OF NEW ORLEANS

WESTERN OREGON UNIVERSITY

WESTERN STATES CHIROPRACTIC COLLEGE

WILLAMETTE UNIVERSITY

XAVIER UNIVERSITY

UTAH SYSTEM OF HIGHER EDUCATION, UT

UNIVERSITY OF UTAH, UT

UTAH STATE UNIVERSITY, UT

WEBER STATE UNIVERSITY, UT

SOUTHERN UTAH UNIVERSITY, UT

SNOW COLLEGE, UT

DIXIE STATE COLLEGE, UT

COLLEGE OF EASTERN UTAH, UT

UTAH VALLEY UNIVERSITY, UT

SALT LAKE COMMUNITY COLLEGE, UT

UTAH COLLEGE OF APPLIED TECHNOLOGY, UT

STATE AGENCIES
ADMIN. SERVICES OFFICE

BOARD OF MEDICAL EXAMINERS

HAWAII CHILD SUPPORT ENFORCEMENT AGENCY

HAWAII DEPARTMENT OF TRANSPORTATION

HAWAII HEALTH SYSTEMS CORPORATION

OFFICE OF MEDICAL ASSISTANCE PROGRAMS

OFFICE OF THE STATE TREASURER

OREGON BOARD OF ARCHITECTS

OREGON CHILD DEVELOPMENT COALITION

OREGON DEPARTMENT OF EDUCATION

OREGON DEPARTMENT OF FORESTRY

OREGON DEPT OF TRANSPORTATION
OREGON DEPT. OF EDUCATION

OREGON LOTTERY

OREGON OFFICE OF ENERGY

OREGON STATE BOARD OF NURSING

OREGON STATE DEPT OF CORRECTIONS

OREGON STATE POLICE

OREGON TOURISM COMMISSION

OREGON TRAVEL INFORMATION COUNCIL

SANTIAM CANYON COMMUNICATION CENTER
SEIU LOCAL 503, OPEU

SOH- JUDICIARY CONTRACTS AND PURCH

STATE DEPARTMENT OF DEFENSE, STATE OF
HAWAII

STATE OF HAWAII
STATE OF HAWAII, DEPT. OF EDUCATION

STATE OF LOUISIANA
STATE OF LOUISIANA DEPT. OF EDUCATION
STATE OF LOUISIANA, 26

TH JUDICIAL DISTRICT

ATTORNEY

STATE OF UTAH
��
Version April 10, 2024
VI.S IGNATURE FORM
A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The p rospective supplier must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process.

A contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract.

The unders igned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless conspicuously noted by the supplier following the requirements of Deviations and Exceptions section in the Instructions to Suppliers. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this response in collusion with any other supplier and that the contents of this proposal as to prices, terms or conditions of this response have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

Prices are guaranteed for 120 days.
____________________________________________________________________________ Company Name
____________________________________________________________________________ Address
____________________________________________________________________________ City State Zip
___________________________________ ___________________________________ Telephone Number Fax Number
____________________________________________________________________________ Email Address
___________________________________ ___________________________________ Printed Name Position
____________________________________________________________________________ Authorized Signature
Iron Brick Associates, LLC
362 Old Hollow Rd
Sperryville VA 22740
703-288-3874
[email protected]
Peter Sirh VP
��

SECTION IV- REFERENCES AND EXPERIENCE 1. Provide a brief history of the supplier, including year it was established and corporate oﬃce loca;on. IRON BRICK Iron Brick Associates, LLC., (Iron Brick) was founded in 2006 as a Value-Added Reseller and solu;ons provider. Through excellence in soLware acquisi;on support, consul;ng delivery, and building key OEM partnerships, our ﬁrm has delivered large, successful programs across the Federal, SLED, and commercial markets for nearly twenty years. Our ﬁrm’s primary mission is to help public sector organiza;ons complete complex ERP acquisi;ons through simple, eﬃcient and compliant acquisi;on cycles. We have partnered with industry-leading OEMs such as Workday Inc., and cer;ﬁed, proven implementa;on ﬁrms to provide the best cloud ERP solu;ons available today. Our primary oﬃce is 362 Old Hollow Road Sperryville VA 22740. WORKDAY Workday is a leading provider of enterprise cloud applica;ons for ﬁnancial management, human capital management, analy;cs, and student applica;ons designed for the world's largest organiza;ons as well as educa;onal ins;tu;ons, government agencies, and non-proﬁts. We oﬀer innova;ve and adaptable technology focused on the consumer Internet experience and cloud delivery model. Workday applica;ons are designed for global enterprises to manage complex and dynamic opera;ng environments. They provide our customers highly adaptable, accessible, and reliable applica;ons to manage cri;cal business func;ons that enable them to op;mize their ﬁnancial and human capital resources. Workday began oﬀering our HCM applica;on in 2006 and our Financial Management applica;on in 2007. Since then Workday has con;nued to invest in innova;on and have consistently introduced new services to our customers. Workday’s cycle of frequent updates has facilitated rapid innova;on and the introduc;on of new applica;ons throughout their history. Workday, founded in 2005,is headquartered at located at 6110 Stoneridge Mall Rd. Pleasanton CA 94558 Workday: Embrace Growth and Change Change is constant. Whether you’re experiencing workforce, industry or organizational change, your administrative systems must be agile to keep pace with that change. The ability to quickly respond by implementing new policies, processes, and service delivery models can greatly impact workforce sentiment and your organizational culture. Workday helps you meet your workforce where they are to maintain communication, collaboration and connectivity across your organization. With visibility and insight, your organization is empowered with operational and scenario planning to identify and redeploy skills and resources to support new and changing strategies and initiatives. With Workday, your organization will benefit from a platform that delivers the power to adapt with an intelligent data core for data and insights and a personalized and engaging omnichannel experience to help you embrace growth and change. ��

Figure 1: Simplify, Transform, Enable Maximize the Value of Your Investment Our customers consistently achieve both strategic and economic value through the optimal use of Workday. Many organizations have experienced lower total cost of ownership by decommissioning existing systems, freeing up time for more innovation and eliminating costs associated with hardware, hosting, upgrades, report writing tools, and multiple mobile applications. Administrative departments have shifted from purely transactional to a more strategic focus and are leveraging processes and technology to save money and scale more effectively. Executives and managers are using the rich insight in Workday to drive decision-making.

Figure 2: Maximum Value with Workday’s Unique Architecture ��

And at Workday, we are always innovating. Machine learning is built into the Workday technology platform and unlike some competitors, it’s not built on a separate PaaS platform, which enables Workday to avoid all the complexity and security concerns associated with that architecture. And with Workday, we don’t charge extra for machine learning capabilities unlike other competitors that have separate SKUs that are required to leverage machine learning capabilities. Workday offers comprehensive security and data privacy in compliance with major standards such as SOC2, ISO 27001, ISO 27017, ISO 27018 and ISO 27701. We continuously monitor new and evolving security and data privacy standards, such as Privacy Shield and GDPR, and quickly build compliance as these standards evolve to ensure your data is always secure. In addition, Workday is the only cloud vendor that provides a service level agreement on uptime and performance, ensuring the system is always available to meet your needs. And Workday is proven. Thousands of organizations ranging from 500 to 2,000,000 employees have selected Workday as their partner. Despite hyper growth of 102 percent in transaction volume, Workday maintains a 95% or higher customer satisfaction rating. It’s a level that is enviable in any industry, and particularly unheard of in enterprise software. We’ve earned that rating because our customer-first philosophy permeates the company, energizes our team, and drives us to continually delight customers. We are here for one reason—to make our customers successful. EUNA SOLUTIONS Euna Solu;ons- GTY Technology Holdings Inc. (GTY), dba Euna Solu;ons (Euna), was formed in February of 2019. Euna Solu;ons is a leading provider of purpose-built, cloud-based public sector solu;ons powering cri;cal administra;ve func;ons and ﬁnancial opera;ons by oﬀering easy-to-use solu;ons for procurement, payments, grants management, budge;ng, permiing and K-12 administra;on. Euna is supercharging digital transforma;on and streamlining business processes through a rela;onship-centered, service-focused approach. Euna Solu;ons is a team of 500+ employees, a trusted partner to more than 3,000 government and public sector organiza;ons across Canada and the Unites States. Euna is headquartered at 363 W. Erie Street, Floor 7 in Chicago, Illinois 60654 DEBTBOOK Established: 2019. Corporate Oﬃce LocaKon: 1930 Camden Road Charloke, North Carolina With the support of many governments and nonproﬁts, Tyler Traudt formed the company in early 2019. He was quickly joined by Erik Pelle;er as a co-founder, having spent a career developing technology products, most recently as the Chief Digital Oﬃcer and VP of Product at MIT. Marty Feinstein joined to provide our team with the ﬁnance speciﬁc programming exper;se required aLer spending 30+ years in public ﬁnance, most recently as the Head of Finance Structure Group at Ci;group. This team has built out DebtBook to currently provide over 2,200 public sector clients with Treasury Management SoLware including Debt, Cash, Lease, and Subscrip;on management soLware that is built speciﬁcally for government ﬁnance teams. We akribute our growth at DebtBook to our desire to con;nually collect feedback from the market and bring tools that directly address the challenges expressed by both clients and the public at large. As we have con;nued to listen to the market, we have ��

heard the need for products addressing Cash Management, Investment Management, Contract Management, Con;nuing Disclosure, Rebate Repor;ng, Forecas;ng, Financial Planning & Analysis, and much more. 2. Describe supplier’s reputa;on in the marketplace. IRON BRICK Iron Brick has been solving complex technology challenges since 2006. We have received partner awards from OEM’s like NetApp and Cisco, and accolades from governments customers across the country and overseas. We are ISO cer;ﬁed and strive for con;nuous improvement in support of our customers. WORKDAY Workday is a leading cloud-hosted all-in-one ﬁnancial and human resources management soLware company. Their planorm is designed to streamline the way organiza;ons handle their money, payroll and people management. Workday has been named a Leader in the recent Gartner Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises. Workday was recognized as a Leader for the eighth consecutive year and positioned the highest for overall Ability to Execute. Workday retains its leadership position by continuing to deliver superior ownership experience and its extensive investment in innovation helping customers succeed in the changing world of work. ��

ObjecNve Workday CapabiliNes Customer Evidence Deploy a cloud-based system and leverage modern ERP technology Workday is built and delivered on a true cloud architecture; resilient, elas;c, and secure. With all customers on the same version, no one is leL behind. Workday’s approach and adaptable architecture enables you to tailor Workday to your needs primarily through conﬁguraNon, not customizaNon, and without heavy involvement from IT specialists. “Workday has enabled us to have standardization but also the ability to configure it in ways that meet our individual needs.” Pierce County, WA Simplify systems to reduce risk and long-term maintenance costs Workday manages all the necessary underlying infrastructure (hardware, databases, network connec;vity, security, and middleware) required to deliver a world-class system, so you don't have to. Every aspect is managed within a responsive cloud environment that is uniform across our customer base, delivering tremendous cost savings and operaNonal innovaNon while reducing risk in the short and long term.

Consolidated core applications and saved $1.6M annually Clark County, WA Improve system integraNons Workday is designed from the ground up with interoperability in mind, offering a fit-for-purpose integration platform allowing you to easily connect existing and future systems with Workday.

Moved from team of 16 people managing 23 servers → team of 5 people managing 150 integrations City and County of Denver, CO Enhance user experience Inspired by consumer internet design principles, Workday behaves a lot like the intuitive and intelligent apps we all use every day. Our user experience strategy focuses on simplicity and mobility, and we are committed to providing enterprise solutions that are collaborative and accessible anytime, anywhere, and from any device, including tablets and smartphones. “We just hired someone who told me she was stunned at how easy the system was to use and navigate.”

��

With Workday, there aren't different user experiences for power users and self-service users, which is the case for many of our competitors.

Tulsa County, OK
Standardize and improve business processes to reduce manual data entry Workday provides 600+ built-in and conﬁgurable business processes based on best pracNces that drive automaNon and opera;onal eﬃciency so staﬀ can focus less on transac;on processing and more on analysis and ac;on.

Standardization of processes realized savings of $2.5M in IT costs 40 agencies standardized operations 370,000 pieces of paper removed City of Baltimore, MD Improve reporting and data quality Workday’s built-in analy;cs eliminates the need for external repor;ng tools and systems. All users can access the informaNon they are authorized to see when they need it, helping to improve the overall opera;onal intelligence throughout the Town. In addi;on, Workday will enable the Town to enforce data quality standards through features like always-on-audit and custom valida;ons for ﬁeld entries. “With Workday, our finance department is in a better position than ever to empower our managers to get the information they need out of the system.” City of Akron, OH Improve workﬂows and eﬃciency of all systems Workday’s Business Process Framework (BPF) is a powerful and easy-to-use set of tools built with customers in mind. It enables customers to conﬁgure and maintain core process ﬂows within the Workday product lines to connect people, applicaNons, and services. At the heart of Workday applica;ons, the BPF is where all transac;on-related changes to data—also known as “events” - originate.

Decreased payroll processing time by 50% Saved 100,000 pieces of paper from HR & Finance processes Cut report generation time from days to on-demand

��

EUNA SOLUTIONS Euna Solu;ons is recognized in the marketplace as a leading provider of purpose-built, cloud-based solu;ons for the public sector. Euna Solu;ons is recognized on Government Technology’s GovTech 100 list, an annual list of the top 100 companies focused on making a diﬀerence in and selling to state and local government agencies across the U.S. To learn more, visit www.eunasolu;ons.com. DEBTBOOKS Debtbooks client success team is constantly seeking feedback from the market as we look to con;nue solving the market’s challenges. One component of feedback we collect is a Net Promoter Score. This score is a standardized, single ques;on survey that purports to measure customer loyalty. Because it is standardized it also allows companies to compare their results against others in the same business segment. NPS scores range from -100 to 100, so it is a 200 point scale with anything above 0 being considered good, above 20 is great, and above 50 is amazing. DebtBook is proud to say our Net Promoter Score is 50. We believe this speaks to the market’s recogni;on that our products and services directly meet the business needs and challenges the public sector faces every day. 3. Describe supplier’s reputa;on of products and services in the marketplace. IRON BRICK Iron Brick doesn’t oﬀer our own products, but we partner with the leading IT solu;on companies to solve complex customer problems. We have built a strong reputa;on and past performance with numerous government contracts. WORKDAY Workday is a leading cloud-hosted all-in-one ﬁnancial and human resources management soLware company. Their planorm is designed to streamline the way organiza;ons handle their money, payroll and people management. Workday has been named a Leader in the recent Gartner Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises. Workday was recognized as a Leader for the eighth consecutive year and positioned the highest for overall Ability to Execute. Workday retains its leadership position by continuing to deliver superior ownership experience and its extensive investment in innovation helping customers succeed in the changing world of work. Workday Human Capital Management (HCM): Workday HCM is built as one system with a single source for data, single security model, and single user experience. It oﬀers organiza;ons a cloud-based system that evolves to meet changing business objec;ves in a changing world. Now, HR teams can focus on the things that maker: talent strategy, employee experience, and long-term growth. Workday HCM delivers informa;on and transac;on ﬂexibility to employees, managers, and execu;ves, and provides the infrastructure to improve an organiza;on’s eﬀec;veness and eﬃciency. ��

Workday Payroll: Workday Global Payroll provides customers with a single planorm that houses a combina;on of the best local and interna;onal services and technology, making global payroll management a simple and eﬃcient process. Workday Scheduling & Labor OpNmizaNon: Workday Scheduling and Labor Op;miza;on is an intelligent, worker-ﬁrst scheduling solu;on that matches labor demands with worker preferences, to generate op;mized shiL schedules for both workers and the business. Workday Talent OpNmizaNon: Workday Talent Op;miza;on enables organiza;ons to execute with purpose, elevate their workforce and embrace a new era of talent mobility. Driven by Workday Skills Cloud, Workday Talent Op;miza;on is a crucial puzzle piece in solving the skills challenge. Workday Talent Op;miza;on informs organiza;ons what talent they have today and decides how best to buy, build or borrow for the needs of the workforce tomorrow—a world-class workforce agility solu;on. Workday RecruiNng: Workday Recrui;ng is an end-to-end talent acquisi;on applica;on built to help recrui;ng teams ﬁnd, engage, and select the best and most diverse internal and external candidates for their organiza;on. Workday Recrui;ng is seamlessly integrated with Core HCM, which enables organiza;ons to manage the full talent lifecycle from workforce planning, to sourcing (internal/external), interview management, oﬀers, pre/post day-1 onboarding, through succession planning for internal and external candidates on a single planorm. Workday CompensaNon: Workday Compensa;on provides tools for making op;mal decisions across the organiza;on—from craLing compe;;ve packages that will akract the best talent to rewarding employees for outstanding performance. Workday Compensa;on elevates basic func;onality to a strategic tool, empowering employees and key stakeholders in the compensa;on planning process. Workday Beneﬁts: Workday Beneﬁts empowers your HR organiza;on to evaluate, select, and oﬀer the most appropriate beneﬁts plans for your workforce, all while providing a personalized and transparent experience for employees. Workday Workforce Planning: Workday Adap;ve Planning empowers HR, ﬁnance, and business leaders to collabora;vely assess and plan their current and future workforce capacity to meet talent demands—then together with Workday HCM quickly put approved plans into ac;on. Workday Time and Absence: Global at the core, Workday Time Tracking and Absence Management are designed for organiza;ons to collect, process and distribute ;me and absence data to manage ;me and labor for their global workforces, elimina;ng manual processes and streamlining ;me consuming tasks so that customers increase produc;vity, reduce labor costs, and minimize compliance risks. FINANCE Workday Financial Management: Workday Financial Management is for accoun;ng and ﬁnance organiza;ons who aspire to be more strategic and who are dissa;sﬁed with the limita;ons and complexity of their current ERP solu;on. Workday delivers a na;ve cloud ﬁnancial management solu;on, combining in-memory accoun;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a planorm that uniquely addresses the complex, global, and evolving regulatory requirements of IFRS/GAAP , Workday enables decisive and sustainable growth today and into the future. The Workday Financial Management oﬀering includes a broad range of capabili;es including: GL, AP , AR, Cash Management, Revenue Management, Asset Management, as well as repor;ng and analy;cs. ��

Workday AdapNve Financial Planning: Workday Planning provides the ability for Customers to create ﬁnancial planning models for the purpose of suppor;ng the ﬁnancial planning process. Workers may interact with the ﬁnancial planning model for the purposes of data entry, forecas;ng, repor;ng and analysis. Workday Projects: Workday Projects, is part of our Professional Services Automa;on solu;on, which captures all ac;vity by project for billable projects, is ideal for service-based organiza;ons who require a strategic solu;on and consolidated planorm to manage their projects, people and ﬁnances. However, Workday Projects can also be used by any organiza;on, including product-based businesses to track projects across their enterprise. Workday Projects is a na;ve cloud solu;on that combines in-memory compu;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a founda;on that addresses project management requirements, Workday enables decisive insight and control and facilitates sustainable growth into the future. Workday Expenses: Workday Expenses brings together a user-friendly experience with enterprise-grade expense management func;onality. Employees can quickly and easily scan interna;onal receipts and submit for reimbursement via Slack or MicrosoL Teams or directly in Workday. And organiza;ons gain the ability to con;nuously set controls and capture, monitor, analyze and control employee spend more accurately. Workday Inventory: Workday Inventory is a true cloud applica;on that addresses the internal inventory management needs of today’s organiza;ons. Workday Inventory brings a fresh approach to tradi;onal internal materials management with a modern user experience, ﬂexible framework, and mobile accessibility to provide users with the ability to perform a number of transac;ons, whether on the ﬂoor or on the go. Workday Procurement: Workday Procurement is a modern, user-friendly enterprise solu;on that is uniﬁed with the suite of Workday applica;ons to support the unique requirements of indirect procurement. With powerful embedded repor;ng and analy;cs based on real-;me data, Workday Procurement provides visibility across the en;re procure-to-pay (P2P) process to help purchasing departments strategically manage costs, minimize out-of-policy spend, and op;mize purchasing power. Workday Strategic Sourcing: Workday Strategic Sourcing is a collabora;ve, cloud-based solu;on that makes sourcing a truly strategic arm of the business by providing greater visibility throughout the en;re sourcing and supplier engagement process. Workday Strategic Sourcing encompasses everything from project intake and RFx to contracts and supplier management, helping streamline the source-to-contract process, centralize procurement data, and drive beker business outcomes. Workday Student A New Student System to Transform the Market Workday has its origins in higher educa;on. Founder Dave Duﬃeld showed par;cular aﬃnity to that industry when crea;ng his prior companies, Integral, Informa;on Associates, and PeopleSoL. As Workday grew, Dave saw how the Workday HCM and Financial Management applica;ons were transforming higher educa;on ins;tu;ons, and he knew he could assemble a world-class team to bring that same level of innova;on to the student-focused areas at an ins;tu;on. And so, the idea for Workday Student was born. ��

Different by Design In Workday’s eyes, the ideal student system would fully support an ins;tu;on’s mission of teaching, learning, and research; oﬀer visibility, insight, and prescrip;ve engagement into every student’s path toward ﬂuid or deﬁned educa;onal objec;ves; and handle diverse and ﬂexible curricula and degree programs. It would include mobile and self-service capability, built-in business intelligence, and execu;ve dashboards. It would be conﬁgurable, modern, easy-to-use, and delivered in the cloud. And it would work seamlessly with Workday Financial Management, HCM, Payroll, and Grants Management. EUNA SOLUTIONS Euna oﬀers a full suite of best in class SaaS solu;ons for the government sector. We oﬀer solu;ons for Procurement, Budgets, Payments, Grants and Special Educa;on. In respect to the scope of this RFP , the per;nent products and services are Budget Enterprise, Budget Professional, and Procurement, which are detailed below. In respect to Budgets, Euna oﬀers two, best-in-class solu;ons for budge;ng: Euna Budget Enterprise and Euna Budget Professional. Budget Enterprise is designed for larger, more complex budgets requiring heavy, expert conﬁgura;on while Budget Professional is a more turnkey product designed best suited for midsized organiza;ons. Both solu;ons are purpose-built for public sector budge;ng and can accommodate any size jurisdic;on. Budget Enterprise Euna Budget Enterprise, previously known as Sherpa’s Budget Formula;on and Management (BFM), has served the public sector budge;ng soLware industry for more than 20 years. Sherpa was established in 2004, and began marke;ng BFM in 2014. Budget Enterprise was designed for large, complex public sector clients, with the understanding that processes not only need to be precise but also ﬂexible as needs and priori;es shiL over ;me. With this core premise, Budget Enterprise has been successfully implemented for 31 public en;;es, with annual budgets ranging from $101 million to more than $67 billion. To date, Budget Enterprise is u;lized by 7 States, 19 Coun;es with budgets over $1 billion, and several large Ci;es. Budget Enterprise oﬀers a budget formula;on and management solu;on tailored to the speciﬁc needs of large, complex public sector and state agencies and covering all aspects of budget development and management. Our robust repor;ng tool supports complex and highly conﬁgurable analy;cs, “what-if” analyses, modeling, forecas;ng and planning without the need for technical exper;se. Clients can publish highly customized, polished and professional Government Finance Oﬃcers Associa;on (GFOA) award winning budget books with just a click, and share select budget data with the public through our Transparency module. Euna Budget Enterprise is seen in the marketplace as experts in budge;ng and budget soLware with unparalleled support. Budget Enterprise projects are staﬀed with func;onal and technical consul;ng experts who average 10+ years of public sector experience. This experience paired with ﬂexible, comprehensive soLware and excellent support are why Budget Enterprise is the go-to budget solu;on for SAP and Workday. Our track record speaks to the reputa;on of our soLware and services: • 100% Project Success Rate. We have never had a failed implementation. • 100% of Project Go-Lives Met. We have never missed a go-live date. Every project has been delivered on-time. • 100% On or Under Project Budget. We have never exceeded the costs for a project. All projects have been delivered either on budget or even below budget. ��

• Industry-leading Customer Satisfaction Scores. Our customer satisfaction scores consistently average 9+/10. As further support a recent survey of our customers evidenced an unprecedented Net Promotor Score (NPS) of seventy-two (72) from our customers. Budget Professional Euna Budget Professional, previously known as Ques;ca, is widely recognized as a leading solu;on in the public sector budge;ng landscape. With over 26 years of dedicated service to government and public sector organiza;ons, Budget Professional has been deployed by more than 1,000 agencies across North America. This extensive experience reﬂects a deep understanding of the unique challenges in public sector budge;ng, from complex personnel and capital planning to precise, goal-driven ﬁnancial alignment. The planorm is highly regarded for its modular ﬂexibility, suppor;ng everything from opera;ng budgets and personnel forecas;ng to capital projects and performance tracking. Euna Budget Professional’s emphasis on collabora;on and transparency drives an average 25% reduc;on in ;me spent on budge;ng tasks while promo;ng a more streamlined, cohesive budget cycle. Its ability to create and publish budget books that meet Government Finance Oﬃcers Associa;on (GFOA) award standards underscores the planorm’s commitment to high-quality, accessible public ﬁnancial informa;on. Euna Budget Professional also has a 97% customer reten;on rate, reﬂec;ng both user sa;sfac;on and the planorm’s ongoing value to public sector agencies. This reputa;on is backed by responsive, knowledgeable customer support and long-term partnerships that drive mutual success. Procurement Euna Procurement, which consolidates the strengths of Bonﬁre, IonWave, and EqualLevel, is celebrated in the public procurement ﬁeld for enabling eﬃciency, compliance, and strategic value. Serving over 3,000 government agencies, Euna Procurement facilitates the complete procurement cycle with a comprehensive suite of tools tailored to meet the speciﬁc needs of public sector procurement teams. Made up of four key, end-to-end procurement modules: Sourcing, Contrac;ng, Marketplace, and Invoicing, Euna Procurement is known for its ;mesaving and compliance-enhancing capabili;es, helping agencies reduce procurement cycle ;mes by 50% on average. The planorm’s integra;on with North America’s largest supplier network ampliﬁes compe;;on, providing agencies with access to more than 850,000 qualiﬁed vendors and ensuring the best value for public resources. This centralized shopping marketplace paired with a contract tracking module further streamline procurement, enhancing transparency and ensuring responsible budget management. Its AI-powered Savings Advisor and proac;ve compliance features empower procurement professionals to monitor spend, mi;gate risks, and ensure adherence to regulatory requirements. Euna Procurement’s reputa;on for reliability is complemented by a robust customer support network and a collabora;ve community of public procurement professionals. With resources like the peer RFx library and coopera;ve contract search, agencies beneﬁt from shared exper;se, fostering smarter procurement strategies that best serve community interests. Euna Procurement’s user-centric design and impacnul results make it the trusted choice for public procurement professionals striving to achieve cost-eﬀec;ve, compliant, and community-centered outcomes. ��

DEBTBOOK Debtbook’s client success team is constantly seeking feedback from the market as we look to con;nue solving the market’s challenges. One component of feedback we collect is a Net Promoter Score. This score is a standardized, single ques;on survey that purports to measure customer loyalty. Because it is standardized it also allows companies to compare their results against others in the same business segment. NPS scores range from -100 to 100, so it is a 200 point scale with anything above 0 being considered good, above 20 is great, and above 50 is amazing. At DebtBook, we are proud to say our Net Promoter Score is 50. We believe this speaks to the market’s recogni;on that our products and services directly meet the business needs and challenges the public sector faces every day. 4. Describe the experience and qualiﬁca;on of key employees. IRON BRICK Iron Brick Associates LLC’s execu;ve leadership has iden;ﬁed this contract as a cri;cal component to becoming the premier ERP cloud solu;on provider in the State, Local, and Educa;on market. Execu;ve Sponsor and President, Zebulon Mellek. It Execu;ve with over 20 years experience working with SLED organiza;ons and building teams. General Counsel, Peter Sirh Over 20 years legal experience. Previous General Counsel at a Mul;-billion dollar SaaS products reseller. Chief Opera;ng Oﬃcer, Kevin Murphy, 0ver 18 years suppor;ng government customers, building team, ensuring customer success. Workday’s signiﬁcant size makes it prohibi;ve to include a list of key employees. Corporate leadership informa;on is available at workday.com investor rela;ons. The State & Local business unit leader is: Group Vice President, SLED Robert Steele EUNA SOLUTIONS Euna Solu;ons key employees all have over 10 years of relevant experience, and some, like Euna Budget Enterprise, have over 26 years in the ﬁeld. Our Budget employees understand challenges oLen faced in budget oﬃces, processes cri;cal to successful budget management and execu;on and the set of diverse users interac;ng with the budget system. This experience not only with the soLware, but working in budget oﬃces, allows the Budget team to speak your language and guide you through every aspect of budget development. DEBTBOOK Tyler Traudt, Co-Founder and CEO Tyler has spent his en;re career helping governments and nonproﬁts ﬁnance projects. As both an investment banker and ﬁnancial advisor, he gained ﬁrsthand experience with the challenges faced by ﬁnance teams as they plan for, execute, and manage their debt. ��

Erik PelleNer, Co-Founder and Head of Product Joining DebtBook aLer spending ﬁve years as the Chief Digital Oﬃcer and VP of Product at MIT, Erik has spent his career developing easy to use soLware for both businesses and consumers. Brendan Mannion, VP of Finance Product Enablement Brendan joined DebtBook aLer 10 years of experience working at Ci;group in their public ﬁnance investment banking division. He is commiked to providing more eﬀec;ve tools to the public sector. Brendan and his team oversee the development of our Treasury products. Marty Feinstein, AnalyNcs Director Mar;n Feinstein leL Ci;group as a director and head of the Finance Structuring Group within the Public Finance Department aLer a 26 year career. Mr Feinstein had three main responsibili;es throughout his career: (1) working with municipali;es (e.g., New York City, State of California) to help them create ﬁnancing plans and execute those plans to ﬁnance their project needs (2) create user friendly Excel models for municipal authori;es to allow them to analyze their own ﬁnancial needs, (3) train and develop Public Finance (and some Corporate Finance) analysts in the math of ﬁnancial structuring and the execu;on of ﬁnancing transac;ons. Michael Juby, Chief OperaNng Oﬃcer Michael joined DebtBook in May 2021 as the Head of Business Development. Before joining DebtBook, Michael served for six years as a registered municipal advisor at First Tryon Advisors, one of the leading municipal advisory ﬁrms in the Southeast, where he led the team’s higher educa;on and nonproﬁt prac;ce. Michael spent the ﬁrst 11 years of his career at Parker Poe Adams & Bernstein LLP , where he was a partner in the ﬁrm’s public ﬁnance prac;ce group. Melissa Buehler, Senior Manager - ImplementaNon Melissa Buehler is the Senior Manager of Implementa;on at DebtBook. Melissa has spent the last 3 years specializing in implemen;ng and managing large, complex issuers throughout the public sector. 5. Describe supplier’s experience working with the government sector. IRON BRICK Based just outside of Washington DC, Iron Brick has supported government customers since our founding in 2006. We have managed several hundred million dollars in government contracts suppor;ng Federal, State & Local, and Higher Educa;on customers across the country and around the world. We have teamed with leading system integrators to deliver complex IT solu;ons and solve the complex problems facing leading IT organiza;ons. We have worked across a range of highly secure networks and customer requirements to ensure users needs are met. The government mission and requirements are core to Iron Brick’s experience as a company and con;nued path forward. Our leadership team has decades of experience suppor;ng government customers. WORKDAY Workday oﬀer their full planorm of technologies to the State & Local, Federal, and Special Districts market place. Workday Human Capital Management (HCM): Workday HCM is built as one system with a single source for data, single security model, and single user experience. It oﬀers organiza;ons a cloud-based system that evolves to meet changing business objec;ves in a changing world. Now, HR teams can focus on the ��

things that maker: talent strategy, employee experience, and long-term growth. Workday HCM delivers informa;on and transac;on ﬂexibility to employees, managers, and execu;ves, and provides the infrastructure to improve an organiza;on’s eﬀec;veness and eﬃciency. Workday Payroll: Workday Global Payroll provides customers with a single planorm that houses a combina;on of the best local and interna;onal services and technology, making global payroll management a simple and eﬃcient process. Workday Scheduling & Labor OpNmizaNon: Workday Scheduling and Labor Op;miza;on is an intelligent, worker-ﬁrst scheduling solu;on that matches labor demands with worker preferences, to generate op;mized shiL schedules for both workers and the business. Workday Talent OpNmizaNon: Workday Talent Op;miza;on enables organiza;ons to execute with purpose, elevate their workforce and embrace a new era of talent mobility. Driven by Workday Skills Cloud, Workday Talent Op;miza;on is a crucial puzzle piece in solving the skills challenge. Workday Talent Op;miza;on informs organiza;ons what talent they have today and decides how best to buy, build or borrow for the needs of the workforce tomorrow—a world-class workforce agility solu;on. Workday RecruiNng: Workday Recrui;ng is an end-to-end talent acquisi;on applica;on built to help recrui;ng teams ﬁnd, engage, and select the best and most diverse internal and external candidates for their organiza;on. Workday Recrui;ng is seamlessly integrated with Core HCM, which enables organiza;ons to manage the full talent lifecycle from workforce planning, to sourcing (internal/external), interview management, oﬀers, pre/post day-1 onboarding, through succession planning for internal and external candidates on a single planorm. Workday CompensaNon: Workday Compensa;on provides tools for making op;mal decisions across the organiza;on—from craLing compe;;ve packages that will akract the best talent to rewarding employees for outstanding performance. Workday Compensa;on elevates basic func;onality to a strategic tool, empowering employees and key stakeholders in the compensa;on planning process. Workday Beneﬁts: Workday Beneﬁts empowers your HR organiza;on to evaluate, select, and oﬀer the most appropriate beneﬁts plans for your workforce, all while providing a personalized and transparent experience for employees. Workday Workforce Planning: Workday Adap;ve Planning empowers HR, ﬁnance, and business leaders to collabora;vely assess and plan their current and future workforce capacity to meet talent demands—then together with Workday HCM quickly put approved plans into ac;on. Workday Time and Absence: Global at the core, Workday Time Tracking and Absence Management are designed for organiza;ons to collect, process and distribute ;me and absence data to manage ;me and labor for their global workforces, elimina;ng manual processes and streamlining ;me consuming tasks so that customers increase produc;vity, reduce labor costs, and minimize compliance risks. • Finance Workday Financial Management: Workday Financial Management is for accoun;ng and ﬁnance organiza;ons who aspire to be more strategic and who are dissa;sﬁed with the limita;ons and complexity of their current ERP solu;on. Workday delivers a na;ve cloud ﬁnancial management solu;on, combining in-memory accoun;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a planorm that uniquely addresses the complex, global, and evolving regulatory requirements of IFRS/GAAP , Workday enables decisive and sustainable growth today and into the future. The Workday Financial Management oﬀering includes a broad range of capabili;es including: GL, AP , AR, Cash Management, Revenue Management, Asset Management, as well as repor;ng and analy;cs. Workday AdapNve Financial Planning: Workday Planning provides the ability for Customers to create ﬁnancial planning models for the purpose of suppor;ng the ﬁnancial planning process. Workers may ��

interact with the ﬁnancial planning model for the purposes of data entry, forecas;ng, repor;ng and analysis. Workday Projects: Workday Projects, is part of our Professional Services Automa;on solu;on, which captures all ac;vity by project for billable projects, is ideal for service-based organiza;ons who require a strategic solu;on and consolidated planorm to manage their projects, people and ﬁnances. However, Workday Projects can also be used by any organiza;on, including product-based businesses to track projects across their enterprise. Workday Projects is a na;ve cloud solu;on that combines in-memory compu;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a founda;on that addresses project management requirements, Workday enables decisive insight and control and facilitates sustainable growth into the future. Workday Expenses: Workday Expenses brings together a user-friendly experience with enterprise-grade expense management func;onality. Employees can quickly and easily scan interna;onal receipts and submit for reimbursement via Slack or MicrosoL Teams or directly in Workday. And organiza;ons gain the ability to con;nuously set controls and capture, monitor, analyze and control employee spend more accurately. Workday Inventory: Workday Inventory is a true cloud applica;on that addresses the internal inventory management needs of today’s organiza;ons. Workday Inventory brings a fresh approach to tradi;onal internal materials management with a modern user experience, ﬂexible framework, and mobile accessibility to provide users with the ability to perform a number of transac;ons, whether on the ﬂoor or on the go. Workday Procurement: Workday Procurement is a modern, user-friendly enterprise solu;on that is uniﬁed with the suite of Workday applica;ons to support the unique requirements of indirect procurement. With powerful embedded repor;ng and analy;cs based on real-;me data, Workday Procurement provides visibility across the en;re procure-to-pay (P2P) process to help purchasing departments strategically manage costs, minimize out-of-policy spend, and op;mize purchasing power. Workday Strategic Sourcing: Workday Strategic Sourcing is a collabora;ve, cloud-based solu;on that makes sourcing a truly strategic arm of the business by providing greater visibility throughout the en;re sourcing and supplier engagement process. Workday Strategic Sourcing encompasses everything from project intake and RFx to contracts and supplier management, helping streamline the source-to-contract process, centralize procurement data, and drive beker business outcomes. EUNA SOLUTIONS The goal of Euna Solu;ons is to bring together and elevate best-in-class solu;ons for public sector ﬁnance and administra;ve professionals. Government is and has been the sole focus of Euna Solu;ons since its incep;on. A strategic integra;on of a handful of government technology companies, Euna key employees all have over 10 years of relevant experience, and some, like Euna Budget Enterprise, have over 26 years in the ﬁeld. This history and experience in the market means that the combined company, Euna, has unprecedented experience in the public sector, par;cularly for planning, budge;ng, and procurement. For example, Euna Budgets manages $518 Billion annually - with over $30 Billion for capital investments and over 1M posi;ons managed - across over 1,000 agencies. Euna Procurement has 3,000+ teams u;lizing our solu;on to manage over $30 Billion in tens of thousands of purchases each year. And Euna’s Grants, Payments, and Special Educa;on tools are used by millions of residents every year. To see more detail on our extensive public sector experience, visit Euna Solu;ons | Purpose-Built SoLware for the Public Sector. ��

Among our company of 500+ employees over 25 percent have worked in the public sector, and many have 10+ years of experience working with public sector as well. Amongst the senior a vast majority have signiﬁcant experience in government or with government as a vendor or partner, including Tom Amburgey (Chief Execu;ve Oﬃcer), a former local government CIO, Chris Kubis (Chief Informa;on Security Oﬃcer) the former CISO for the NSA, Brian Haney (Chief Customer Oﬃcer), a Navy reservist and senior execu;ve at Deltek, and John Alexander (Chief Product Oﬃcer) and founder and CEO of IonWave Technologies. DEBTBOOK DebtBook is built speciﬁcally for public sector treasury and accoun;ng teams and we are proud to work with more than 2,200 public sector customers making up 99% of our total customer base. These customers include some of the largest ci;es and states throughout the country to some of the most underserved ci;es, coun;es, school districts, and special districts. 6. Describe any social diversity ini;a;ves. IRON BRICK Iron Brick, as a small business, does not have any speciﬁc social diversity ini;a;ves. Since our founding we have sought to hire smart people with a range of experiences and backgrounds. We seek to create an environment of mutual respect and a collabora;ve team seing where each person can draw upon their experiences to contribute and create solu;ons. WORKDAY Workday believes that belonging happens when we connect with our communi;es. Through our Employee Belonging Councils (EBCs)—employee alliances focused on engaging with underrepresented communi;es—we’re doing just that. Our Employee Belonging Councils. Through engagement, EBCs build knowledge, create safe spaces, foster innovation, enable business initiatives, and engage in community outreach. Our commitment to building a more equitable world shines through in our everyday practices. We hire and develop a diverse workforce, cultivate our employee-first culture, shape corporate policies, and invest in underrepresented communities around the world. And we’re just getting started. VIBE™ (Value Inclusion, Belonging, and Equity) is creating a workplace where all employees are valued for their unique perspectives, respected as integral to the Workday community, and given equal access to opportunity. How we’re creating a workplace for all: • We’ve signed the White House Equal Pay Pledge. We’ve put our name on the Business Statement for Transgender Equality. • We signed the CEO Action for Diversity & Inclusion Pledge. ��

EUNA SOLUTIONS Euna has a comprehensive DEI&B program including but not limited to training on unconscious bias, cultural competence, microaggressions, LGBTQ+ inclusion, etc. as well as cultural ini;a;ves. In respect to the hiring, Euna has an aﬃrma;ve ac;on recruitment policy and accessible employment standards policy. DEBTBOOK Women in Public Finance - DebtBook sends 3 to 5 representa;ves to the annual Women in Public Finance Conference and has recently tried to start a North Carolina Chapter for Women in Public Finance. Diversity & Inclusion Training - Every DebtBook employee is required to complete an annual Diversity & Inclusion Training. Equitable Hiring Program - We have implemented a consistent interview process with documented feedback for each open role to make sure our hiring process is equitable. 7. Describe past li;ga;on, bankruptcy, reorganiza;on, state inves;ga;ons of en;ty or current oﬃcers and directors. Iron Brick does not have access to the breath of pending or past li;ga;on for Workday. Much of the informa;on should be accessible upon request. As a public company they are not in bankruptcy. The rest of the Iron Brick team including DebtBook and Euna has no issues with past li;ga;on, bankruptcy, reorganiza;on, state inves;ga;ons of en;ty or current oﬃcers and directors 8. Provide a minimum of 5 customer references rela;ng to the products and services within this RFP . Include en;ty name, contact name and ;tle, contact phone and email, city, state, years serviced, descrip;on of services and annual volume. References Client SectorContact NameContact Title Contact Information Phone Service Description Years
Serviced
IronBrick via OmniaCity of ClevelandS&LKimberly Roy-WilsonCommisioner [email protected] onlyWorkday HCM/FIN<1 Workday Stevens Institute of
Technology HEMichael ParenteVP Information [email protected] email only Workday HCM,
Finance, Student11
New Jersey Institute of
Technology HEEd WozencroftCIO [email protected] email only Workday HCM,
Finance, Student<1
Northampton Community
College HEDeborah BurakCIO [email protected] only Workday HCM,
Finance, Student7
Euna SolutionsSchool District of
Philadelphia S&LJoe D’AlessandroDeputy Chief of Grant
Compliance and Fiscal [email protected](215) 400-6540Grants, Budget, Reporting, other18
Laredo ISD S&LHector Mejia Procurement [email protected] (956) 273-1081 eSourcing 2 Wicomico Public SchoolsS&LDonna RussitanoBudget Manager [email protected] (410) 677-4539Euna Budgeting 5 Debtbook
City of Raleigh S&LShelle BoudreauFinancial Services [email protected](919) 996-4965 Debt Management,
Lease Management,
Subscription
Management
3 City of MinneapolisS&LDave Wheeler Manager of Debt &
Investments [email protected](612) 673-3775 Debt Management,
Lease Management,
Subscription
Management
2 City of AlexandriaS&LKendel Taylor Finance Director phone is preferred (703) 746-3741 Debt Management,
Lease Management,
Subscription
Management
3 University of CincinnatiHEAngie Yemma-MontagAssistant Director of Business Affairs [email protected](513) 556-3158 Debt Management2 ��

REFERENCE FROM EUNA BUDGET ENTERPRISE Entity Name: School District of Philadelphia, PA. Office of Management and Budget Contact Name, Title: Joe D’Alessandro, Deputy Chief of Grant Compliance and Fiscal Services Phone: (215) 400-6540 Email: [email protected] City, State: Philadelphia, Pennsylvania Years Serviced: September 2006 (18 years) Description of Services: Budget Enterprise components for: • Operating Budgets • Grants Management • Personnel Cost Forecasting • Budget Management and Execution • Reporting • Budget Books created through our Print Publishing module Annual Volume: $4.8 Billion (2024) REFERENCE FROM EUNA PROCUREMENT Name: Laredo ISD Contact Name, Title: Hector Mejia, Procurement Director Phone: (956) 273-1081 Email: [email protected] City, State: Laredo, Texas Years Serviced: February 2022 (2 years) Description of Services: eSourcing, Intake, SSO, Bidtables, Questionnaires REFERENCE FROM EUNA BUDGET PROFESSIONAL Name: Wicomico Public Schools Contact Name, Title: Donna Russitano, Budget Manager Phone: (410) 677-4539 Email: [email protected] City, State: Salisbury, Maryland Years Serviced: Since 2019 (5 years) Description of Services: Euna Budget has been implemented at Wicomico Public Schools with Operating and Personnel modules and integrates with SunGard ERP. Annual Volume: $180,000,000 annual budget REFERENCE FROM DEBTBOOK City of Raleigh, NC ● Contact Name & Title: Shelle Boudreau, Financial Services Manager ● Contact Phone & Email: (919) 996-4965 & [email protected] ● City, State: Raleigh, NC ● Years Serviced: 3 years ● Descrip;on of Services: Debt Management, Lease Management, Subscrip;on Management ��

City of Minneapolis, MN ● Contact Name & Title: Dave Wheeler, Manager of Debt & Investments ● Contact Phone & Email: (612) 673-3775 & [email protected] ● City, State: Minneapolis, MN ● Years Serviced: 1.5 years ● Descrip;on of Services: Debt Management, Lease Management, Subscrip;on Management University of CincinnaN, OH ● Contact Name & Title: Angie Yemma-Montag, Assistant Director of Business Aﬀairs - Debt Management ● Contact Phone & Email: (513) 556-3158 & [email protected] ● City, State: Cincinna;, OH ● Years Serviced: 2 years ● Descrip;on of Services: Debt Management City of Alexandria, VA ● Contact Name & Title: Kendel Taylor, Finance Director ● Contact Phone & Email: (703) 746-3741 ● City, State: Alexandria, VA ● Years Serviced: 2.5 years ● Descrip;on of Services: Debt Management, Lease Management, Subscrip;on Management 9. Region 14 ESC reserves the right to make such addi;onal inves;ga;ons as it deems necessary to establish the competence and ﬁnancial stability of any submiing a proposal. Iron Brick, Euna, DebtBook and Workday are agreeable to this. DebtBook currently holds a contract with OMNIA via contract 14-03 as procured by Region 14 ESC in August 2021. 10. Provide any addi;onal informa;on relevant to this sec;on. Current and Past Guidehouse Public Sector Clients State Government Local Government Federal Government • State of Arizona • State of Arkansas • State of California • State of Colorado • State of Florida • State of Illinois • State of Maine • Chicago Transit Authority • City of Austin • City of Baltimore • City of Chicago • City & County of Denver • City of Detroit • City of Houston • Department of Agriculture • Department of Defense • Department of Education • Department of Energy • Department of Health and Human Services • Dept. of Homeland Security ��

Current and Past Guidehouse Public Sector Clients State Government Local Government Federal Government • State of Massachusetts • State of Michigan • State of Minnesota • State of Missouri • State of New Jersey • State of New York • State of Ohio • State of Oklahoma • State of South Carolina • State of South Dakota • State of Texas • State of Vermont • Commonwealth of Puerto Rico • City of Jersey City • City of Los Angeles • City of Memphis • City of Minneapolis • City of New York • City of Philadelphia • City of San Jose • City of Santa Monica • City of Seattle • Metropolitan Transportation Authority (NYC) • Port Authority of New York and New Jersey • Bexar County • Cook County • DuPage County • El Paso County • Harris County • Santa Barbara County • Tarrant County • Travis County • Dept. of Housing & Urban Development • Department of the Interior • Department of Justice • Department of State • Department of Transportation • Department of Treasury • Department of Veterans Affairs • General Services Administration • U.S. Intelligence Agencies

��

SECTION V- VALUE ADDED PRODUCTS AND SERVICES 1. Provide any addi.onal informa.on related to products and services supplier proposes to enhance and add value to the contract. We have focused our core response on the SaaS requirements and scope of this RFP. But we recognize customers are ul.mately looking for ‘complete’ solu.ons. This means not just the ability to purchase the soGware required to meet their needs- but selec.ng and contrac.ng with a System Integrator who can implement and deliver the solu.on. We have executed Teaming Agreements with Avaap, Guidehouse, and Strada to join our OMNIA team in the event we receive award. We sought to bring a diversiﬁed group of system integrators- all of whom have been veRed and cer.ﬁed by Workday as solu.on implementa.on partners. These companies with proven experience, and a range of consul.ng prac.ce sizes, can support the budgets and requirements of the smallest schools in Region 14 to the needs of the largest coun.es and states in the na.on. We believe our team provides the experience and ability to deliver complete solu.ons the market is looking for. Our team also provides Iron Brick and OMNIA with signiﬁcant extended reach and rela.onships that will make sure this contract is successful. By adding these leading Workday System Integrators to our OMNIA team we greatly expand our marking and outreach to the SLED markets. Having the support and marke.ng abili.es of these companies will help us posi.on OMNIA & Iron Brick as the ﬁrst choice for government organiza.ons looking for HR, Finance, and Planning solu.ons. Brining Avaap, Guidehouse, and Strada to our team for this eﬀort will greatly expand our marke.ng presence. Including their services should greatly expand the order size of contracts we execute. We look to address rate cards and services bundle pricing, aGer OMNIA has determined awards for this contract. Over the life of this contract we would aim to con.nue to innovate. We will seek to add addi.onal niche technologies that are complimentary to the Workday plaZorm, such as U.lity billing. Among our current core team of technology partners Euna has several other product oﬀerings that we believe could be aRrac.ve to customers looking to leverage our Iron Brick/Workday OMNIA contract. Euna also oﬀers: Euna also oﬀers Grants, Payments, and Special Educa.on solu.ons. Below are brief descrip.ons of these oﬀerings. For more informa.on visit Euna Solu.ons | Purpose-Built SoGware for the Public Sector. Euna Grants Empower your communi.es with end-to-end grants management, powered by the most reliable network of funding opportuni.es and research. Euna Grants helps state, local, and tribal governments simplify the en.re grants process — including pre-award, post-award, and sub-recipient management — through our end-to-end, purpose-built grants management system, so you can have the resources and .me to deliver on what maRers most for your communi.es. ��

Euna Payments Centralized, integrated & equitable revenue collec.on that works for everyone. Euna Payments standardizes payment workﬂows and simpliﬁes business processes to provide a uniﬁed experience for your customers and staﬀ, while streamlining revenue collec.on across every channel and every department. Euna Special Education Op.mizing Student Outcomes - Simplifying special educa.on. Euna Special Educa.on facilitates the en.re special educa.on process, from referral through dismissal, and is backed by a repeatable, data-driven process. Boost conﬁdence in your compliance, staﬀ sa.sfac.on, and student outcomes with a purpose-built solu.on that is designed to enable more .me with students and less .me with paperwork. 2. Provide any addi.onal equipment oﬀerings: Used, Parts, Accessories, Service and Repair, Trade-Ins, may be included by providing a pricing structure for each of these items. IRON BRICK Our SoGware as a Service (SaaS) proposal does not currently include any hardware products. So none is oﬀered at this .me. 3. Describe any equipment recondi.oning and recer.ﬁca.on oﬀerings. IRON BRICK Our SoGware as a Service (SaaS) proposal does not currently include any hardware products. So none is oﬀered at this .me. ��
Page | 1 of 14

TEAMING AGREEMENT
This TEAMING AGREEMENT (“Agreement”) made this ___ day of __________ (“Effective Date”), by and between Iron Brick Associates, LLC, a Virginia Limited Liability Company, having offices at 362 Old Hollow Road, Sperryville, VA 22740 (hereinafter referred to as “ IRONBRICK” or “Team Leader ”), and Avaap USA, LLC , having offices at 1400 Goodale Blvd, Suite 100, Columbus, OH 43212 (hereinafter referred to as “ Team Member ”), each a “ Party” and collectively the “ Parties”. The provisions of this Agreement shall apply to discussions, working papers, and proposal documents in conjunction with the Program as hereinafter defined.

ARTICLE I

JOINT PROPOSAL
Section 1.01 Proposal Submission
Subject to the terms and conditions of Article II of this Agreement, Team Leader and Team Member agree to exclusively work together for the purpose of submitting Proposal for the Program . Team Leader will be responsible for submitting a Proposal to the Customer in response to the RFP/RFQ for 29 Oct. 2024
��
Teaming Agreement
Page | 13 of 14
Signature ______________________________ Signature ______________________________ Date ______________________________ Date ______________________________ Name ______________________________ Name ______________________________ Title ______________________________ Title ______________________________ October 29, 2024
Peter Sirh
VP
10/30/2024
Steve Csuka
CEO
��
Page | 1 of 14

TEAMING AGREEMENT
This TEAMING AGREEMENT (“Agreement”) made this ___ day of __________ (“Effective Date”), by and between Iron Brick Associates, LLC, a Virginia Limited Liability Company, having offices at 362 Old Hollow Road, Sperryville, VA 22740 (hereinafter referred to as “IRONBRICK” or “Team Leader”), and Strada U.S. Professional Services, LLC, having offices at 8400 N.W. 36th Street, Suite 140, Miami, FL 33166 (hereinafter referred to as “Team Member”), each a “Party” and collectively the “Parties”.

The provisions of this Agreement shall apply to discussions, working papers, and proposal documents in conjunction with the Program as hereinafter defined.

WHEREAS, the above identified Parties, because of their diverse, but complementary, capabilities, have determined that they would benefit from a team arrangement between their respective organizations in order to develop the best management and technical a pproach to the Cloud Solutions for HR, Finance and Planning Solicitation Number RFP 24 -S918 opportunity, hereinafter referred to as the “Program”, in response to a Request for Proposal/Request of Quotation (“RFP/RFQ”) from a governmental agency or other entity soliciting the submission of proposals/quotations from qualified bidders to perform certain services and/or provide products as described herein; and
WHEREAS, the Parties believe that a cooperative effort will offer the best combination of capabilities to achieve optimum performance, cost, and delivery for the Program requirements; and WHEREAS, Team Leader desires to submit a proposal (hereinafter “ Proposal”) to Region 14 Education Service Center on behalf of itself and other government agencies and made available through OMNIA Partners, Public Sector, Inc., hereinafter referred to as the "Customer", with the assistance of Team Member in response to a business opportunity to be bid by Team Leader; and
WHEREAS, the Team Member represents that it has the experience, qualifications, resources and capabilities to conduct certain services and/or provide certain products; and WHEREAS, in the event that Team Leader is awarded a contract pursuant to the terms of the RFP/RFQ, Team Member is desirous of participating in the Program as a subcontractor to Team Leader for the supply of products and/or the performance of services and, further, Team Member is willing to submit a proposal/quote to Team Leader for such work subject to the understandings hereinafter stated;
NOW, THEREFORE, in consideration of the premises and promises herein contained, it is mutually agreed as follows:
29 Oct 2024
Docusign Envelope ID: A94634B0-40DB-4386-8273-83BB4393C6B0 ��
Teaming Agreement
Page | 13 of 14
Section 5.20 Survival
All provisions that by their terms or nature survive termination of this Agreement shall survive such termination.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date set forth above by their respective duly authorized representatives.

Iron Brick Associates, LLC Strada U.S. Professional Services, LLC Signature ______________________________ Signature ______________________________ Date ______________________________ Date ______________________________ Name ______________________________ Name ______________________________ Title ______________________________ Title ______________________________ October 29, 2024
Peter Sirh
VP
Docusign Envelope ID: A94634B0-40DB-4386-8273-83BB4393C6B0 Tiffany Cleaver
10/30/2024 | 2:50 PM CDT
Sr. VP, Global Workday Leader
��
Page | 1 of 14

TEAMING AGREEMENT
This TEAMING AGREEMENT (“Agreement”) made this ___ day of ________ (“ Effective Date”), by and between Iron Brick Associates, LLC, a Virginia Limited Liability Company, having offices at 362 Old Hollow Road, Sperryville, VA 22740 (hereinafter referred to as “IRONBRICK” or “Team Leader”), and ____________Guidehouse Inc. a Delaware
Corporation_____________________________________________________, having offices at ___1676 International Dr., Suite 800, McLean, VA 22102 (hereinafter referred to as “Team Member”), each a “Party” and collectively the “Parties”. The provisions of this Agreement shall apply to discussions, working papers, and proposal documents in conjunction with the Program as hereinafter defined.

WHEREAS, the above identified Parties, because of their diverse, but complementary, capabilities, have determined that they would benefit from a team arrangement between their respective organizations in order to develop the best management and technical approach to the _RFP 24-S918 Omnia Partners R egion 14 Cloud Solutions for HR, Finance and Planning opportunity, hereinafter referred to as the “ Program”, in response to a Request for Proposal/Request of Quotation (“RFP/RFQ”) from a governmental agency or other entity soliciting the submission of proposals/quotations from qualified bidders to perform certain services and/or provide products as described herein; and
WHEREAS, the Parties believe that a cooperative effort will offer the best combination of capabilities to achieve optimum performance, cost, and delivery for the Program requirements; and WHEREAS, Team Leader desires to submit a proposal (hereinafter “ Proposal”) to Omnia Partners Region 14, hereinafter referred to as the " Customer", with the assistance of Team Member in response to a business opportunity to be bid by Team Leader; and WHEREAS, the Team Member represents that it has the experience, qualifications, resources and capabilities to conduct certain services and/or provide certain products; and WHEREAS, in the event that Team Leader is awarded a contract pursuant to the terms of the RFP/RFQ, Team Member is desirous of participating in the Program as a subcontractor to Team Leader for the supply of products and/or the performance of services and, further, Team Member is willing to submit a proposal/quote to Team Leader for such work subject to the understandings hereinafter stated;
NOW, THEREFORE, in consideration of the premises and promises herein contained, it is mutually agreed as follows:
29 October2024
��
Teaming Agreement
Page | 12 of 14
Section 5.16 Laws Governing
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to such state’s principles of conflicts of laws and the laws of the United States of America. The Parties agree that any proceeding relating to or arising from the Agreement shall be heard and litigated exclusively in a state or fede ral court located in Fairfax County, Commonwealth of Virginia. Each Party hereto consents to the personal jurisdiction in any such action brought in any such court, consents to service of process by registered mail upon each Party’s designated legal counsel and waives any objection to venue in any such courts and any claim that any such court is an inconvenient forum.

Section 5.17 Entire Agreement
This Agreement shall become effective on the date first mentioned and shall be binding upon the Parties hereto and their respective assigns. This Agreement represents the entire agreement and no other understandings, written or oral which modify the terms hereof, will be binding unless made in writing executed by the Parties hereto.

Section 5.18 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be original, and all of which together shall constitute one and the same Agreement. A signature delivered by facsimile shall be deemed to be an original signature and shall be effective upon receipt thereof by the other Party.

Section 5.19 Section Titles
The titles of sections appearing in this Agreement are for convenience only and are not a part of this Agreement; they do not in any way limit or amplify the provisions of this Agreement.

Section 5.20 Survival
All provisions that by their terms or nature survive termination of this Agreement shall survive such termination.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date set forth above by their respective duly authorized representatives.

Iron Brick Associates, LLC Team Member
Signature ______________________________ Signature ______________________________ ��
Teaming Agreement
Page | 13 of 14
Date ______________________________ Date ______________________________ Name ______________________________ Name ______________________________ Title ______________________________ Title ______________________________ October 29, 2024
Peter Sirh
VP
October 29, 2024
Anaita Kasad
Partner
��

Version April 10, 2024

Appendix A – Required Documents

1. Antitrust Certification Statement (Tex. Government Code § 2155.005)

2. Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295)

3. Texas Government Code 2270 Verification Form

4. Any additional agreements supplier will require Participating Agencies to sign

��
Version April 10, 2024
Appendix A, Doc #1

ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form
I affir
m under penalty of perjury of the laws of the State of Texas that:

1. I am dul
y authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;

2. In connec
tion with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;

3. In connec
tion with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and

Company Contact
Signature
Printed Name
Address Position with Company
Official
Authorizing
Proposal
Signature
Phone
Printed Name
Fax
Position with Company
Iron Brick Associates, LLC
362 Old Hollow Rd
Sperryville, VA 22740
703-288-3874
Peter Sirh
VP
Peter Sirh
VP
��

Version April 10, 2024

Appendix A, DOC # 2
Implementation of House Bill 1295
Certificate of Interested Parties (Form 1295):

Filing Process:

A certificate will stay in the pending state until it is acknowledged by the governmental agency.

Only acknowledged certificates are posted to the commission’s website.

Electronic Filing Application:
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm Frequently Asked Questions:
https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php Changes to Form 1295: https://www.ethics.state.tx.us/data/filinginfo/1295Changes.pdf ��
Version April 10, 2024
Appendix A, DOC # 3
Texas Gover
nment Code 2270 Verification Form
House Bi
ll 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

Furthermor
e, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller.

I, ____________________, as an author
ized representative of
___________________________________________, a contractor engaged by
Insert Name of Company
Region 14 E
ducation Service Center, 1850 Highway 351, Abilene, Texas 79601, verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future.

Also, our
company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf.

I further affir
m that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity.

I swear and affi
rm that the above is true and correct.
______________________________________________ ________________ Si
gnature of Named Authorized Company Representative Date Peter Sirh
Iron Brick Associates, LLC
10/7/2024
��

SAAS AND SERVICES AGREEMENT
This SAAS and Services Agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein ( collectively, this “Agreement”), is a binding agreement between [ ] (referred to as “Licensor” or “EUNA,” as part of the EUNA brand) and the entity identified on the Order Form as the Customer (“ Customer”).

EUNA and Customer are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” The Parties agree as follows:

LICENSOR PROVIDES THE SAAS OFFERING, PROFESSIONAL SERVICES,

SOFTWARE AND DOCUMENTATION SOLELY ON THE TERMS AND CONDITIONS SET

FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND FULLY COMPLIES WITH THEM. BY CHECKING THE "ACCEPT" BOX ON THE

ORDER FORM ORISSUING A PURCHASE ORDER AFTER REVIEWING THESE TERMS

YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II)

IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER

LEGAL ENTITY , YOU HA VE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS.

IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS

AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE OR PROVIDE THE SAAS

OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR OTHER DELIVERAB LE TO

CUSTOMER AND YOU MUST NOT DOWNLOAD, USE OR ACCESS THE SAAS

OFFERING, SOFTWARE OR DOCUMENTATION OR OTHERWISE RECEIVE THE PROFESSIONAL SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS

AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY , BY IMPLICATION,

OR OTHERWISE) UNDER THIS AGREEMENT WITHOUT AN APPLICABLE ORDER FORM AND PAYMENT OF ALL REQUIRED FEES, COSTS AND AMOUNTS . THIS

AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SAAS

OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR DOCUMENTATION THAT

CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE,

AUTHORIZED COPY OF LICENSOR'S SAAS OFFERING, SOFTWARE OR DOCUMENTATION.

1. Definitions.
a. “Aggregated Statistics” means data and information related to Customer’s use of the S AAS Offering that is used by EUNA in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SAAS Offering. ��
b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement and the applicable Order Form, and (ii) for whom access to the SAAS Offering has been purchased hereunder.
c. “Confidential Information” means any information relating to a Disclosing Party (as defined in Section 9) , its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise wou ld be known to be confidential or proprietary by a reasonable person.
d. “Customer Data ” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable. e. “Deliverable” means all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified as such in the applicable Order Form.
f. “Documentation” means the applicable training , informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format.
g. “Fees” means the fees set forth in the applicable Order Form. h. “Intellectual Property Rights” (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law , including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) a ll rights in all trade secrets, know -how, and confidential information; and (v) other intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof.
i. “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority.
j. “Order Form” means the order form between the Parties that incorporates this Agreement. k. “Public Facing Software” means a portion of the Software made available by the Customer to members of the general public.
��
l. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Aggregated Statistics and any information, data, or other content derived from EUNA’s monitoring of Customer’s access to or use of the SAAS IP but does not include Customer Data.
m. “SAAS Offering” means the software-as-a-service offering, including any integrated platform offering, as set out in the applicable Order Form.
n. “Professional Services” means the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (“Statement of Work”), if applicable. o. “Term” has the meaning set forth in Section 10 a.
p. “Third-Party Products” means any third -party products described in the applicable Order Form provided with or incorporated into the SAAS Offering.

2. Professional Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with the applicable Order Form and Statement of Work.

3. S oftware Subscription.
a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non- exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. P ublic Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. D
ocumentation License . Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non- exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the SAAS Offering.
d. O
ptional Features . EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price- listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation.
e. U se Restrictions . Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Order Form . Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative ��
works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law.
f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS IP; (B) Customer’s or any Authorized User’s use of the SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable L aw, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA’s provision of the SAAS Offering to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA’s access to or use of any third-party services or products required to enable Customer to access or use the SAAS Offering each a (“Service Suspension”). EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. g.

Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, EUNA may monitor Customer’s use of the SAAS Offering and collect and compile Aggregated Statistics. As between EUNA and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Aggregated Statistics based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable L aw. EUNA agrees to process Customer Data available in accordance with EUNA’s privacy policy which is available upon request and online at https://eunasolutions.com/privacy-policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting.

4. C ustomer Obligations .
a. For Professional Services. In connection with the Professional Services, Customer shall:
(i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services;
(ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and
(iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EUNA’s provision of the Professional Services. ��
b. For the SAAS Offering. In connection with the SAAS Offering:
(i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SAAS Offering and shall cause Authorized Users to comply with such provisions. (ii) EUNA may from time to time make Third -Party Products available to Customer. For purposes of this Agreement, such Third- Party Products are subject to their own terms and conditions and the applicable flow-through provisions.
(iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering.

Customer acknowledges and agrees that Customer’s timely provision of (and EUNA’s access to) Customer’s assistance, cooperation, and complete and accurate feedback, approvals, information, and data from Customer’s officers, agents and employees as is reasonably requested by EUNA (collectively, “Cooperation”) is essential to the implementation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if such deficiency, delay or failure results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation will include designating a project manager to interface with EUNA during the course of EUNA’s implementation or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii).

5. Fees and Expenses.
a. Fees. Except for Fees that Customer has successfully disputed, Customer shall pay the Fees without offset or deduction. Unless otherwise provided in the applicable Order Form , Customer shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA’s other rights and remedies: (i) EUNA may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA may suspend Cus tomer’s and its Authorized Users’ access to any portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full.
b. T axes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at Customer’s discretion, to avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request.

6. S
ervice Levels and Support.
a. Service Levels. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make ��
the SAAS Offering available in accordance with the service levels set out in the provided service level documentation posted from time to time on EUNA’s website (the “Service Level Policy”). b. Support. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the support services documentation posted from time to time on EUNA’s website (the “Support Services Policy”).
c. U pdates . EUNA reserves the right to modify the Service Level Policy and Support Services Policy from time to time effective immediately by posting an updated policy at the links referenced above.

EUNA’s support obligations extend solely to Customer’s designated support contacts. Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Service Level Policy, EUNA shall not have any obligation to provide support services to any third parties.

7. R epresentations, Limited Warrant ies, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party.
b. War ranties for Professional Services. EUNA warrants that it will perform the Professional Services:
(i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work or Order Form and this Agreement;
(ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
c. Warranties for the SAAS Offering. EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Policy.. THE FOREGOING WARRANT IES, REPRESENTATIONS AND GUARANTEES DO NOT

APPLY AND EUNA STRICTLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND

GUARANTEES WITH RESPECT TO ANY THIRD -PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD-PARTY PRODUCTS.
d. R
emedies . EUNA’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows:
(i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within sixty (60) days after Customer’s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination. ��
(ii) For Professional Services, Customer’s remedy for breach of the foregoing warranties , representations and guarantees shall be the re -performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA . The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Service or Deliverable to Customer.
(iii) For any such breach involving a failure to meet the commitments in the Service Level Policy, EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set forth in the Service Level Policy.
e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN

THIS SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE PROVIDED “AS IS” AND EUNA HEREBY DISCLAIMS ALL

WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS

SECTION, EUNA MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND

THAT THE PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP , OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, AN AUTHORIZED USER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE

ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR

OTHER PROFESSIONAL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. I ntellectual Property .
a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Customer from the SaaS Offering EUNA shall own all right, title and interest in and to such derivative work.
b. S AAS IP and Documentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. c. C ustomer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein.

Customer hereby grants to EUNA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer represents, warrants and agrees that: (A) it will comply with applicable L aw, including the Laws of the territories and juris dictions from which any Customer Data is obtained or pertains , in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; ( B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA ��
through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) EUNA’s use, storage, disclosure and other processing of Customer Data in accordance with this Agreement or Customer’s instructions or direction will not cause EUNA or any of its vendors to violate any applicable L aw or infringe the rights of any individual or third party.
d. Passwords. Customer is responsible for the confidentiality and use of its passwords , other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a “business associate” under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) or similar designation under other Laws, (ii) information that causes ENUA to be subject to any L aws beyond those L aws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, philosophical beliefs or trade union membership or any other information identified under applicable Law as “sensitive information,” “private information,” or like designation (collectively, “ Prohibited Information ”). I f Customer transmits or provides to EUNA any Prohibited Information, Customer shall indemnify and hold EUNA harmless from and against any claims and liability arising from the transmission to EUNA of any Prohibited Information or any processing of such information by EUNA, and EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. F
eedback . If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA’s Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“ Feedback”), EUNA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know -how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback.
g. R
eservation of Rights. EUNA reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP.

9. C onfidentiality .
a. Generally. From time to time during the Term , either Party (as the “Disclosing Party ”) may disclose or make available to the other Party (as the “Receiving Party ”) Confidential Information .

Confidential Information shall at all times remain the property of the Disclosing Party. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no ��
event with less than a commercially reasonable degree of care; ( B) not use the Disclosing Party’ s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party’ s representatives (including EUNA’s affiliates and third party service providers) who need to know the Confidential Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in this section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party o n a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by the Receiving Party without using any Confidential Information of the Disclosing Party.
b. Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to establish a Party’s rights under this Agreement, including to make required court filings. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party , the Receiving Party must, if legally permissible, notify the D isclosing Party forthwith and, at the D isclosing Party's request, provide reasonable assistance in opposing such action at the Disclosing Party’s cost and expense. c. D estruction . On the expiration or termination of the Agreement, the R eceiving Party shall promptly destroy all copies of the Disclosing Party’s Confidential Information in its possession or control and upon request certify in writing to the Disclosing Party that such Confidential Information has been destroyed, provided, however, that a Receiving Party may retain Confidential Information relevant to any pending or threatened litigation or governmental investigation and EUNA may retain Customer’s Confidential Information in accordance with its information retention policies and Section 15.a, below. d. I rreparable Harm . Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the D isclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party. Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affirmative relief, without such constituting an election of remedies, and that the Disclosing Party will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Article 9, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. e. D uration. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable L aw), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

10. T
erm, Termination, and Survival .
a. Term. The term of this Agreement (the “ Term”) commences on the Effective Date of this Agreement and will continue in effect for as long as there is an outstanding Order Form in place. Each Order Form will continue for the applicable term listed in such Order Form until terminated by either Party in accordance with this Agreement. The termination or expiration of an Order Form will not affect or ��
otherwise terminate this Agreement or any other Order Form covering other products or services in effect at such time.
b. User Subscriptions. All user subscriptions in an Order Form shall automatically renew for additional one-year at the end of the then current subscription term listed on the Order Form, unless the Customer gives the other notice of non- renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term of the subscription shall be the same as that during the prior term unless EUNA gives written notice of a pricing increase at least thirty (30) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
c. T
ermination for Convenience . Customer may terminate this Agreement without cause by giving sixty (60) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Customer agrees to pay a “ SaaS Recovery Amount” equivalent to 50% of the subscription fees for the remainder of the initial term of the Order Form. d. T ermination for Cause. In addition to any other express termination right set forth in this Agreement:
(i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency L aw; (C) makes or seeks to make a general assignment for the benefi t of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering . No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
f. No
n -Appropriation. In the event Customer is not granted an appropriation of funds at any time during the Term and the non–appropriation did not result from an act or omission by Customer, Customer shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer, except as to the portion of the payments for which fund shall have been appropriated and budgeted. At least ninety (90) days prior to the end of Cust omer’s fiscal period, Customer shall certify in writing that (1) funds have not been appropriated for the next fiscal period, (b) such non- appropriation did not result from any act or failure to act by Customer; and (c) Customer has exhausted all funds legally available to pay EUNA. If Customer terminates this Agreement because of non-appropriation of funds, Customer may not purchase or lease during the subsequent fiscal period, software and/or service performing the same function as, or functions taking t he place of those performed by the software and/or service provided by EUNA; however, that these restrictions shall not be ��
applicable if or to the extent that the application of these restrictions would affect the validity of this Agreement.
g. Survival. Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. I ndemnification.
a. EUNA Indemnification.
(i) EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER

FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) (“ LOSSES”) INCURRED BY CUSTOMER RESULTING FROM ANY THIRD -PARTY CLAIM, SUIT, ACTION, OR PROCEEDING (“ THIRD-PARTY CLAIM”) THAT THE SAAS OFFERING OR PROFESSIONAL SERVICES, OR ANY USE OF THE

SAAS OFFERING OR PROFESSIONAL SERVICES IN ACCORDANCE WITH THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY

RIGHTS, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF SUCH

THIRD-PARTY CLAIM, COOPERATES WITH EUNA, AND ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD-PARTY CLAIM. (ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA , at EUNA’s sole discretion, to (A) modify or replace the SAAS Offering or Professional Services or component or part thereof, to make it non-infringing, (B) obtain the right for Customer to continue use, or (C) terminate the license for the SAAS Offering and Professional Services and provide a pro rata refund to Customer. If EUNA determines that none of these alternatives is reasonably available, EUNA may terminate this Agree ment, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EUNA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third-Party Products. b. Customer Indemnification. CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS, AND, AT EUNA’S OPTION, DEFEND EUNA AND ITS AFFILIATES, AND THEIR RESPECTIVE

INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “EUNA GROUP”) FROM AND AGAINST ANY LOSSES RESULTING FROM ANY THIRD-PARTY

CLAIM (I) THAT THE CUSTOMER DATA, OR ANY USE OF THE CUSTOMER DATA IN

ACCORDANCE WITH THIS AGREEMENT, INFRINGES , VIOLATES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR ANY LAW, OR (II) BASED ON CUSTOMER’S OR ANY AUTHORIZED USER’S (A) NEGLIGENCE OR WILLFUL MISCONDUCT; (B) USE OF THE SERVICES OR SAAS OFFERING IN A MANNER NOT AUTHORIZED BY THIS AGREEMENT; (C) USE OF THE SERVICES OR SAAS OFFERING IN COMBINATION WITH DATA,

SOFTWARE, HARDWARE, EQUIPMENT, OR TECHNOLOGY NOT PROVIDED BY EUNA OR AUTHORIZED BY EUNA IN WRITING; OR (D) MODIFICATIONS TO THE PROFESSIONAL

SERVICES OR SAAS OFFERING NOT MADE BY EUNA, PROVIDED THAT CUSTOMER MAY

NOT SETTLE ANY THIRD-PARTY CLAIM AGAINST ANY OF THE EUNA GROUP UNLESS EUNA

CONSENTS TO SUCH SETTLEMENT, AND FURTHER PROVIDED THAT EUNA WILL HAVE THE ��

RIGHT, AT ITS OPTION, TO DEFEND THE EUNA GROUP AGAINST ANY SUCH THIRD-PARTY CLAIM OR TO PARTICIPATE IN THE DEFENSE THEREOF BY COUNSEL OF ITS OWN CHOICE. c. Sole Remedy . THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND EUNA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR

ALLEGED CLAIMS THAT THE PROFESSIONAL SERVICES OR SAAS OFFERING INFRINGES,

MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. L imitation of Liability .
a. IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY

FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN

VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,

OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE

WAS FORESEEABLE AND WHETHER OR NOT EUNA HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL EUNAS AGGREGATE LIABILITY ARISING OUT OF OR

RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE

AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ADDITIONALLY, IN NO EVENT WILL EUNA BE LIABLE FOR ANY CLAIM BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR REASONABLY SHOULD HAVE BEEN DISCOVERED.
c. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR

RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING.

13. Press Release. T he Parties may issue a joint press release announcing the launch of the SAAS Offering and Customer’s use thereof . Such press releases shall be subject to Customer’s approval.

Additionally, during the Term, EUNA may list Customer as a customer of EUNA, and Customer grants EUNA a non-exclusive, royalty-free, worldwide license to use any trademarks, service marks, or trade names of Customer in order to display such marks on EUNA’s website and marketing materials.

14. I nformation Security . Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other Party’s Confidential Information, Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP.

15. E
xport of Data.
a. Customer Data . Upon termination, cancellation, expiration, or other conclusion of this Agreement, Customer may request that EUNA remove Customer Data from EUNA’s production systems.

Customer acknowledges that as part of a commercially reasonable backup strategy, EUNA does maintain ��
long term archival backups that may continue to contain Customer Data after termination of this Agreement.

EUNA agrees not to utilize such archival backups for the specific purpose of accessing Customer Data after termination of this Agreement, unless specifically authorized to do so by Customer. b. Data Extraction . During the T erm of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering . Customer shall have the right to retain a copy of all downloaded documents.. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering . EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees.

16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings Inc. dba Euna Solutions (“Euna”) is the parent company to multiple other SaaS companies (such subsidiaries, “Affiliates”). These products and services may vary during the Term, but generally include, but are not limited to, software-as-a-service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software -as-a-service platform, software solutions for grants management and indirect cost reimbursement and related implementation and consulting services, software tools to streamline permitting and licensing services, and additional web- based budgeting preparation, performance, management and data visualization solutions (“Affiliat e Products”). As of the Effective Date, Affiliates include Questica Ltd., eCivis Inc., Ion Wave Technologies, LLC, DemandStar Corporation, Open Counter Enterprise Inc., Sherpa Government Solutions LLC, CityBase Inc., and GTY Software Inc. in Canada. In a ddition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the Affiliate’s additional product terms and will have the opportunity to review and consent to such terms.

17. Entire Agreement. This Agreement, including and together with the Order Form referencing this SAAS and Services Agreement, and any Statements of Work, policies, and other documents referenced and incorporated herein or in the Order Form , constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such sub ject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the Order Form followed by the Service Level Policy shall supersede and control. To the extent the Order Form links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply.

18. N otices . All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address in the Order Form (or to such other address that the receiving Party may designate from time to time in accordance with this Section). ��
For Notices to EUNA, [email protected] shall be sent a courtesy email notification. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

19. S everability . If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. A mendments . No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

21. Wai ver . No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

22. A ssignment . Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party . Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any affiliate, subsidiary, or to any person acquiring all or substantially all of EUNA’s assets without Customer’s consent.

23. S uccessors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

24. R elationship of the Parties. The relationship between the Parties is that of independent contractors.

The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the P arties, and neither P arty shall have authority to contract for or bind the other P arty in any manner whatsoever.

25. No
Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
��

26. Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the Laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the L aws of any jurisdiction other than those of the State of Delaware, United States o f America.

27. C
hoice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, atta chments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of Delaware, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of Delaware. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

28. E
xport Regulation. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US.

29. W AIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY

THAT MAY ARISE UNDER THIS AGREEMEN IS LIKELY TO INVOLVE COMPLICATED AND

DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT

OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

30. C ounterparts . This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

31. F
orce Majeure . “ Force Majeure Events ” means events beyond a Party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, e pidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events (except for any obligations of Customer to make payments to EUNA hereunder). The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated.

32. E
quitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. ��
Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

33. Government Use. The SAAS Offering, Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SAAS Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202- 1 through 227.7202-4, as applicable, the U.S. Government’s rights in the foregoing will be only those specified in this Agreement. Customer’s rights in the S AAS Offering and Documentation are limited to those expressly granted in Section

3. 34. Cooperative Statement. Other government organizations and educational or health care institutions may elect to participate in this Agreement (piggyback) at their discretion provided EUNA also agrees to do so in writing.
[END OF AGREEMENT]
��

End User License Agreement This End User License Agreement (“EULA”) between You (“You” meaning the end user agreeing to this EULA on behalf of your organiza@on) and FiBh Asset, Inc. d/b/a DebtBook (“DebtBook”) is an agreement for Your use of the DebtBook SaaS oﬀering (the “Services”) and related Documenta@on (“Documenta@on” means DebtBook’s end user documenta@on and content, regardless of media, rela@ng to the Products or Services made available from @me to @me on DebtBook’s website at hOps://www.debtbook.com/legal). Please read this carefully before accep@ng by clicking “I Accept” below. Regardless, by accessing or otherwise using the Services You agree to be bound by this EULA. When You accept these terms, you conﬁrm that You are duly authorized on behalf of the Customer and your organiza@on to accept these terms and use the Services. “Customer” means the person or en@ty that has purchased the Services as iden@ﬁed in an ordering document between DebtBook and Customer. TO THE EXTENT THIS AGREEMENT CONFLICTS WITH THE PROVISIONS OF THE AGREEMENT BETWEEN DEBTBOOK AND THE PURCHASING ENTITY , INCLUDING, BUT NOT LIMITED TO, GOVERNING LAW , THE AGREEMENT WITH THE PURCHASING ENTITY WILL SUPERSEDE AND CONTROL. 1. Access Grant; Restric.ons. a. DebtBook hereby grants You a non-exclusive, non-transferable, right to use the Services, solely for Your or Customer’s own internal business purposes, subject to the terms and condi@ons of this EULA. All rights not expressly granted to You are reserved by DebtBook. You may not access the Services if You are a direct compe@tor of DebtBook, except with DebtBook’s prior wriOen consent. In addi@on, You may not access the Services for purposes of monitoring its availability, performance, or func@onality, or for any other benchmarking or compe@@ve purpose. You will not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services or Documenta@on in any way; (ii) modify or make deriva@ve works based upon the Services or the Documenta@on; (iii) create internet links to the Services or “frame” or “mirror” the Services or Documenta@on on any other server or wireless or internet-based device; or (iv) reverse engineer or access the Services in order to: (a) build a compe@@ve product or service, (b) build a product using features, func@ons, or graphics of the Services. b. You will not: (i) store infringing, obscene, threatening, libelous, or otherwise unlawful or tor@ous material in viola@on of third party privacy rights; (ii) store or introduce soBware viruses, worms, Trojan horses or other harmful computer code, ﬁles, scripts, agents, or programs; (iii) interfere with or disrupt the integrity or performance of the Services or the data therein; or (iv) aOempt to gain unauthorized access to the Services or its related systems or networks. 2. Your Responsibili.es. You are responsible for all ac@vity occurring under your user account and will abide by all applicable local, state, na@onal, and foreign laws in connec@on with the use of the Services, including those related to data privacy. You will: (i) no@fy DebtBook immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to DebtBook immediately and use reasonable eﬀorts to stop immediately any copying or distribu@on of the Services or Documenta@on that is known or suspected by You; and (iii) not impersonate another user or provide false iden@ty informa@on to gain access to or use the Services. 3. Aggregated Sta.s.cs. “Aggregated Sta@s@cs” means data and informa@on related to Your use of the Services that is used by DebtBook in an aggregate and anonymized manner, including sta@s@cal and performance informa@on related to the Services. Notwithstanding anything to the contrary in this EULA, DebtBook may monitor Your use of the Services and collect and compile Aggregated Sta@s@cs. As between DebtBook and You, all right, @tle, and interest in Aggregated Sta@s@cs, and all intellectual property rights therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Sta@s@cs based on data You input into the Services. DebtBook may (1) make Aggregated Sta@s@cs publicly available in compliance with applicable law, and (2) use Aggregated Sta@s@cs as permiOed under applicable law so long as, in each case, DebtBook’s use of any Aggregated Sta@s@cs does not iden@fy You or disclose Your Conﬁden@al Informa@on. 4. Intellectual Property Ownership. DebtBook alone owns all right, @tle, and interest, including all related Intellectual Property Rights, in and to the Services and Documenta@on, any content, sugges@ons, ideas, enhancement requests, feedback, recommenda@ons, or other informa@on provided by You or any other party rela@ng to the Services. This EULA and Your access to the Services is not a sale, work-for-hire, or any other ownership transfer, and does not convey to You any rights of ownership in or related to the Services or any Intellectual Property Rights of DebtBook. The DebtBook name, logo, and product names associated with the Services are trademarks of DebtBook, and no right or license is granted to use them. ��

5. Termina.on; Suspension. DebtBook reserves the right to suspend or terminate this EULA and Your access to the Services if You materially breach the terms of this EULA. Your access will automa@cally terminate at the expira@on or termina@on of the Services with the Customer. 6. Representa.ons and Warran.es; Disclaimers. Each party represents and warrants that it has the legal power and authority to enter into this EULA. You represent and warrant that you have not falsely iden@ﬁed Yourself nor provided any false informa@on to gain access to the Services. DebtBook does not guarantee that (i) the Services will operate error-free or without interrup@on; (ii) all defects in rela@on to the Services will be corrected; and (iii) the Services will operate with any soBware, system, or data not provided for in the Documenta@on. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY , OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTIBILITY , TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DEBTBOOK. 7. Conﬁden.al Informa.on. “Conﬁden@al Informa@on” refers to any non-public informa@on, data, or materials rela@ng to the Services, DebtBook’s business, and any other proprietary informa@on provided by DebtBook to You. This includes, but is not limited to, source code, algorithms, trade secrets, and any user data collected by the Services. You agree to keep all Conﬁden@al Informa@on conﬁden@al and not to disclose, use, or reproduce such informa@on. You will take all reasonable precau@ons to protect the conﬁden@ality of such Conﬁden@al Informa@on. The obliga@ons of this sec@on will not apply to informa@on that: (i) is or becomes publicly known through no wrongful act of You; (ii) is righjully received by You from a third party without a duty of conﬁden@ality; or (iii) is independently developed by You without reference to DebtBook’s Conﬁden@al Informa@on. 8. Limita.on of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY , PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, OR DATA), OR COST OF REPLACEMENT, WHETHER OR NOT A PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Governing Law. This EULA is governed by and construed in accordance with the laws of North Carolina. You agree to submit to the exclusive jurisdic@on of the state and federal courts located in North Carolina for any disputes arising or in connec@on with this EULA. 10. Force Majeure. In no event will either party be liable to the other party, or be deemed to have breached the EULA, for any failure or delay in performing its obliga@ons under this EULA (except for any obliga@ons to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including acts of God, ﬂood, ﬁre, earthquake, pandemic, epidemic, problems with the Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any ac@on taken by a governmental or public authority, including imposing an embargo. 11. Assignment. This EULA may not be assigned by You without the prior wriOen approval of DebtBook, but may be assigned without Your consent by DebtBook to a successor by merger or acquisi@on, a parent or subsidiary, or an acquirer of assets. Any purported assignment in viola@on of this provision is void. 12. Severability. If any provision of the EULA is invalid, illegal, or unenforceable in any jurisdic@on, such invalidity, illegality, or unenforceability will not aﬀect any other term or provision of the EULA or invalidate or render unenforceable such term or provision in any other jurisdic@on. 13. Updates. DebtBook may make updates from @me to @me to the terms and condi@ons listed in this EULA. ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 1 of 10 This End User Subscription Agreement (“Agreement”) shall apply exclusively to Workday Service(s) that you are ordering through Reseller. These terms shall control and take precedence over any conflicting terms in a Reseller agreement or any other contract, request for quote, terms and conditions, or statement of work in scope. This Agreement is considered part of any agreement or quote issued by Reseller and Customer hereby agrees to this Agreement as it relates to the Workday Service(s). 1. Provision of Service. Workday shall make the Service available to Customer for use by Customer, its Affiliates and Authorized Parties for whom Customer enables access solely for the internal business purposes of Customer and its Affiliates, subject to this Agreement. The Service is provided in U.S. English. Notwithstanding anything contained in any Contract Vehicle or other Reseller Agreement, the Workday Services shall perform according to the Documentation. 1.1 Invoices & Payment. Subscription Fees and all other fees due to Reseller hereunder will be invoiced for an amount and with payment terms as per Customer’s Agreement with Reseller, and in a format specified by the applicable Reseller Agreement, including any additional payment instructions or deviations. Unless otherwise detailed in an applicable Order Form, all fees are based on access rights acquired and not actual usage. 1.2 Suspension for Non-Payment. Except where prohibited by Law or applicable Contract Vehicle, and except with respect to charges subject to a reasonable and good faith dispute, if Reseller has failed to make payment on behalf of Customer's account for more than thirty (30) days past due, in addition to any other rights or remedies Workday may have under this Agreement or by Law, Workday reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full, or until Customer has requested novation of this Agreement to Workday. 1.3 Taxes. Except when Customer has a valid tax exemption certificate authorized by the appropriate taxing authority, Customer is responsible for paying to Reseller all Taxes imposed on the Service or any other services provided under this Agreement. Customer agrees to assist Reseller in providing Workday with a valid reseller certificate where required for tax exemption purposes. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address as provided to Workday by Reseller. 2. Customer Obligations. Customer shall have sole responsibility for (a) obtaining and verifying it has all authorizations, consents, and rights necessary to use the Service; (b) the accuracy, quality, and legality of all Customer Content, and shall take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Workday promptly of any unauthorized access or use; (c) any Non-Workday Content it installs, uses, or enables; and (d) ensuring compliance with the Agreement and the AUP by its Affiliates and Authorized Parties, and any breach by its Affiliates or Authorized Parties will be deemed a breach by Customer. Customer shall not: (1) use the Service in violation of Laws or the Documentation; (2) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (3) knowingly send or store Malicious Code in connection with the Service; (4) knowingly interfere with or disrupt performance of the Service or the data contained therein; or (5) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. During the applicable subscription Term, Workday reserves the right to suspend Customer’s access to an applicable Service in the event Workday reasonably determines such action is necessary to preserve the integrity and/or security of such Service or Workday or its suppliers in good faith reasonably determines that Customer has violated the AUP; however, Workday will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension. 3. Proprietary Rights. (a) Customer Ownership. As between Workday and Customer, Customer owns all right, title and interest to its Customer Content. Workday shall have the right to only use Customer Content to provide the Service (including Improvements), subject to this Agreement. (b) Workday Ownership. As between Customer, Workday, and Workday’s licensors, Workday or its licensors own all right, title and interest to the Service (including any third-party content Workday makes available through the Service) and Documentation, including all related Intellectual Property Rights. ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 2 of 10 (c) Customer Input. Customer hereby grants Workday a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its services any Customer Input. Workday will have no obligation to make Customer Input an Improvement. Customer will have no obligation to provide Customer Input. 3.1 Restrictions. Customer shall not (a) modify, copy, or create derivative works based on, the Service or Documentation; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party other than to Authorized Parties as permitted herein; (c) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; (d) access the Service or Documentation in order to build any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation. Notwithstanding item (e), the Customer may make a reasonable number of copies of the Documentation for internal business purposes only. 4. Confidentiality. Except as detailed in Section 4.1, each party (the “Recipient”) shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) not to disclose or use any Confidential Information of the other party (the “Discloser”) except as reasonably necessary to perform the Recipient’s obligations or to exercise the Recipient’s rights under this Agreement or with the Discloser's prior written permission. For purposes of clarification, this Section 4 also applies to Confidential Information either party or its Affiliates shares with the other party or its Affiliates related to potential future subscription services. Either party may disclose Confidential Information on a need to know basis to its Affiliates, advisors, contractors and service providers, including third party submission tools or online portal providers required by the Discloser for internal business purposes (“Representatives”), who are bound by confidentiality obligations at least as restrictive as those in this section. The Recipient shall be responsible for any acts or omission of its Representatives with respect to protection of the Discloser’s Confidential Information. The parties agree that the Recipient’s or its Representatives’ online portal terms conflicting with the terms of this Section 4 (a) shall not be binding on the Discloser submitting its Confidential Information to the Recipient through the Recipient’s or its Representative’s online portal, (b) this Section 4 applies to all such Confidential Information disclosed to the Recipient through such online portals; and (c) are superseded by this Agreement with respect to confidentiality obligations. 4.1 FOIA/Public Disclosure Laws. Workday acknowledges that Customer may be compelled to disclose certain Workday Confidential Information pursuant to the Federal Freedom of Information Act and/or any state equivalents or other applicable public disclosure Laws. A disclosure by the Customer of Workday’s Confidential Information to the extent required by Law shall not be considered a breach of the Agreement, provided the Customer promptly provides Workday with prior notice of such compelled disclosure (to the extent legally permitted), follows the process set forth in any applicable public records law(s), and provides reasonable assistance, at Workday’s cost, if Workday wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law enforcement authority for access to Customer Content, Workday will seek to redirect the inquiry to Customer. In all such cases, Workday will take all reasonable and legally permissible measures to protect the Customer Content and to inform Customer of such demand. 4.2 FERPA. To the extent Customer is an educational institution subject to the Family Educational Rights and Privacy Act (“FERPA”) and determines that Workday is a School Official for purposes of 34 CFR §99.31(a)(1)(i)(B), Workday will comply with its obligations thereunder by complying with the terms of this Agreement and the DPE. 4.3 Business Associate Exhibit. If a Customer concludes that the Service will include access to Customer Content that is protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and Customer is a Covered Entity as defined under HIPAA, the parties agree to attach Workday’s Business Associate Exhibit to the Agreement, which shall apply to Workday’s receipt, maintenance or transmission of Protected Health Information from, or on behalf of Customer, as described in such Exhibit. 5. Protection and Security of Customer Content and Privacy. 5.1 Security Program. Workday maintains a security program that conforms to the Workday Security Exhibit. 5.2 Third-Party Certifications and Audits. Workday maintains Audit Reports as set forth in the applicable Product Terms. Through Workday’s customer self-service systems or upon Customer’s written request, Workday shall make available to Customer Workday’s then-current Audit Reports for the applicable Service application to enable Customer to verify Workday’s ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 3 of 10 compliance with its obligations under this Agreement. Audit Reports constitute Workday’s Confidential Information and are subject to the confidentiality terms in this Agreement or separate confidentiality agreement terms (as applicable). 5.3 Privacy. Personal Data will only be processed in accordance with the Data Processing Exhibit. 5.4 Unauthorized Disclosure. If Reseller, Customer, or Workday becomes aware of a Security Breach, that party must promptly notify the other parties, unless legally prohibited from doing so, within 48 hours or any shorter period required by Law except that Customer is not required to notify Workday unless Customer reasonably determines there is a threat to the Service. Additionally, each party shall reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any Security Breach, Workday shall conduct a root cause analysis and, upon request, shall share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each party shall provide the other party with reasonable notice of and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication. 6. Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws. Workday warrants that during the applicable subscription Order Term: (a) the overall Service (1) will not be materially decreased; and (2) will perform materially in accordance with the feature descriptions in the Documentation; and (b) to the best of Workday’s knowledge, the Service does not contain, and Workday will not knowingly introduce, any Malicious Code (collectively, the “Service Warranty”). Customer shall use commercially reasonable efforts to notify Workday in writing, and provide a copy of the notice to Reseller, no later than 30 days after identifying a deficiency, but Customer’s failure to notify Workday within that period will not affect Customer’s right to receive warranty remedies unless Workday is impaired in its ability to correct the deficiency due to Customer’s failure to notify. Notice of breaches of the warranty under item (1) must be made through Workday’s then-current error reporting system; notices of breaches of any other warranty must be made in writing to Workday, with a copy provided to Reseller, in accordance with the notice provisions of this EUSA or as required by Contract Vehicle. The Customer’s exclusive remedy and Workday’s sole liability for breach of the Service Warranty is termination of the applicable Service. Unless agreed to in writing, or as required by Contract Vehicle, notice to Reseller of a warranty defect shall not constitute notice to Workday under this paragraph. 6.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO THE CUSTOMER. 7. Indemnification. 7.1 Workday Indemnity. Workday shall defend Customer, at Workday’s expense, against any third-party Claim brought against Customer alleging that the use of the Service as contemplated hereunder infringes that third party’s Intellectual Property Rights and shall indemnify and hold Customer harmless against any Losses arising from such third-party Claim. Workday will have no liability for Claims or Losses to the extent they arise from: (a) modification of the Service by anyone other than Workday; (b) use of the Service in a manner inconsistent with the Documentation or in violation of this Agreement; or (c) use of the Service in combination with any other product or service not provided by Workday. If Customer is enjoined from using the Service or if Workday reasonably believes it will be enjoined, Workday may, at its sole option, obtain for Customer the right to continue use of the Service or replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then either party may terminate the applicable Service and Workday’s sole liability, in addition to the indemnification obligations in this section, will be to refund any prepaid Subscription Fees for the Service that was to be provided after the effective date of termination. 7.2 RESERVED 7.3 Conditions. The indemnitor’s obligations in Sections 7.1 are conditioned on the indemnitee: (a) promptly giving written notice of the third party Claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this section except to the extent that the indemnitor is prejudiced by such delay); (b) giving the indemnitor sole control of the defense and settlement of the third party Claim (although indemnitor may not settle any third party Claim unless it unconditionally releases indemnitee of all liability); and (c) providing to the indemnitor, at the indemnitor’s cost, all reasonable ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 4 of 10 assistance. Sections 7.1 through 7.3 state each indemnitee’s exclusive remedies and the indemnitor’s sole obligations related to the subject matter of these sections. 8. Limitation of Liability. 8.1. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) DAMAGES CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OR (B) WORKDAY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL WORKDAY OR ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE UNDER CUSTOMER’S AGREEMENT WITH RESELLER FOR THE SERVICE DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. 8.2 EXCLUSION OF DAMAGES. EXCEPT FOR WORKDAY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CUSTOMER’S PAYMENT OBLIGATIONS WILL NOT BE CONSIDERED WORKDAY’S LOST PROFITS. 9. Term. The Term of this Agreement shall be as described in the Reseller Agreement or Contract Vehicle. Termination by Customer shall be as specified in the Reseller Agreement, except that nothing in the Reseller Agreement may confer termination rights to the Workday Service or obligate Workday beyond the rights specified in this Section 9. 9.1 Termination by Workday. If not otherwise prohibited by Contract Vehicle, Workday may terminate this Agreement upon thirty (30) days prior written notice to Customer of a material breach by the Customer or Reseller if such breach remains uncured at the expiration of such notice period. In the event this Agreement is terminated, all Order Forms are simultaneously terminated. In the event of a breach by Reseller, and provided Customer is in compliance with all terms of this Agreement, Workday will agree in good faith to negotiate a novation as specified in Section 9.9 (Novation to Workday) to allow Customer to continue using the Service. This provision shall not apply to Federal Customers. 9.2 Suspension. Workday may temporarily suspend Customer’s access to, or use of, the Services if Workday believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; or (b) Customer is accessing or using the Services to commit an illegal act; or (c) Customer is accessing or using the Services in a way that is prohibited by or inconsistent with the service description contained in an applicable Order Specification . When reasonably practicable and lawfully permitted, Workday will provide Customer with advance notice of any such suspension. Workday will use reasonable efforts to re-establish the Services promptly after Workday determines that the issue causing the suspension has been resolved. During any suspension period, Workday will make Customer Content available. Any suspension under this paragraph shall not excuse payment as required by the applicable Contract Vehicle or Reseller Agreement. 9.3 Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled “Retrieval of Customer Content” and “Transition Period before Final Termination”) and shall also cease accessing Workday Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Reseller prior to the effective date of termination. Additionally, termination for any reason other than Workday’s uncured material breach or as allowed by Reseller Agreement or Contract Vehicle, shall not relieve Customer of the obligation to pay all future amounts due except as detailed in the applicable Contract Vehicle or Reseller Agreement. 9.4 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to Workday or Reseller prior to any such termination for a one-time transition period, Workday will continue to provide the Service for up to three (3) months after the effective date of such termination (the “Transition Period”), subject to the terms and ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 5 of 10 conditions of this Agreement. Monthly fees for the Transition Period will be quoted through Reseller. Notwithstanding the foregoing, if Workday is enjoined from performing, or termination of this Agreement was due to Customer’s breach, Workday has no obligation to perform under this section unless it receives from Reseller (i) payment of all fees not subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period. 9.5 Transition Consulting Services. During a Retrieval Period or Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Workday Service and will be subject to a fee quoted through Reseller that is based on Workday’s then-current rates for consulting services and such services will be set out in a statement of work. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for Customer’s breach, Workday may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed by Reseller and (ii) prepayment of fees for further services by Reseller. 9.6 Retrieval of Customer Content. Upon Customer’s written request made on or prior to expiration or termination of the Agreement (including any Transition Period), Workday shall give Customer limited access to the Service for a period of up to 60 days, at no additional cost, solely for purposes of retrieving Customer Content (“Retrieval Period”). After such Retrieval Period and subject to Workday’s legal obligations, Workday has no obligation to maintain or provide any Customer Content and shall, unless legally prohibited, delete Customer Content by deleting Customer’s applicable Instance; provided, however, that Workday will not be required to remove copies of the Customer Content from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday shall continue to protect the Customer Content in accordance with the Agreement. Customer Content will be made available for extraction in a machine readable format as described in the Documentation. 9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) Section 1. Provision of Services” and (ii) those provisions granting Customer access to any SKU(s) and services referenced in any applicable Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement. 9.8 Novation to Workday. This End User Subscription Agreement and all applicable Order Forms may be novated to Workday: (1) Upon mutual agreement between Customer, Reseller and Workday; or (2) if Reseller has failed to pay the applicable subscription fees, there is a material threat of Reseller’s bankruptcy or insolvency, or is otherwise in breach of its Agreement to Workday, to Customer, or to the applicable Contract Vehicle, and upon mutual agreement between Customer and Workday. Such novation shall be memorialized in a separate, mutually agreed upon novation agreement between the parties. The term of the novated agreement, which will become a Main Subscription Agreement as between Customer and Workday, shall be for whatever subscription period was remaining on Reseller’s Agreement or as otherwise negotiated. Workday and Customer’s obligations and terms and conditions shall be limited to those specified in this End User Subscription Agreement, including all applicable Order Forms, or as otherwise negotiated in the novation agreement. Any other Terms and Conditions or obligations contained in Reseller’s Agreement unrelated to performance of the Service or applicable fees shall remain as between Customer and Reseller, and Workday shall have no obligation to fulfill any additional requirements or services to Customer. 10. General Provisions. 10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. This agreement, when attached to Reseller’s contract with Customer, is designed to create a mutual third-party beneficiary relationship between Workday and Customer. No other third-party beneficiary relationships shall be considered a part of this agreement unless otherwise explicitly identified. ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 6 of 10

10.2 Insurance. Workday shall maintain, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII at the time of policy inception. Upon Customer’s written request, Workday shall provide a certificate of insurance evidencing the following coverages: (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee; (b) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000; and (c) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate. Limits for (1) Employers Liability only, and (2) may be achieved through a combination of primary and excess liability/umbrella policies to reach the level of coverage shown above. Should any of the above described policies be canceled before the expiration date thereof, notice will be delivered to Workday in accordance with policy provisions. 10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the third business day after first class mailing. Notices to Workday shall be sent to its General Counsel at [email protected] or other contact indicated by the Reseller. Notices to Customer shall be sent to the address provided by Reseller. Each party may modify its recipient of notices by providing notice pursuant to this Agreement either directly or through communication with Reseller. 10.4 Background Check. Unless prohibited by law, Workday agrees to conduct (or has previously conducted) a criminal background check on personnel employed by Workday (or will require its subcontractors to conduct a background check on their own personnel) who will have access to Customer Content. Such background check shall be in the form generally used by Workday in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process. Workday will not allow any person performing under this Agreement on behalf of Workday to be assigned to have access to Customer Content whose background check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money laundering. 10.5 Code of Conduct. Workday has a published code of conduct available on its public web site with rules for ethical business conduct which complies with applicable law. Workday uses commercially reasonable efforts to ensure that Workday complies with its code of conduct, including but not limited to periodic training of employees about the code. 10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 10.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Customer employees, respectively) (“Force Majeure”). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused, provided that notice of the Force Majeure event is given in writing within fifteen (15) days after the Force Majeure event begins. Such notice shall identify the nature of the Force Majeure event, its expected duration and the probable impact on the performance of the affected party’s obligations. 10.8 Assignment. Except as specified in Section 9.9 (Novation to Workday), neither Customer nor Reseller may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an “M&A assignment”) so long as the assignee agrees to be bound by all of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non-assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 7 of 10 obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This provision shall not apply to Federal Customers. 10.9 Governing Law; Venue. a. If Customer is a. U.S. federal government or any agency, department, instrumentality, or entity thereof, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with U.S. federal law, and jurisdiction and venue shall be as required or permitted by federal law or regulation. b. A state government or any agency, department, instrumentality, public university or school system, private university that accepts public funds, public development corporation or authority, or other entity thereof, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of that state, and jurisdiction and venue shall be as required by the laws of that state. c. A local government or any agency, department, instrumentality, public university or school system, public development corporation or authority, or entity thereof, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of the state where the local government located, and jurisdiction and venue shall be as required by the laws of that state. b. Except as otherwise provided for in Paragraph a, this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflict of law thereof that would require the application of the laws of any other state or jurisdiction. c. Process may be served on either party by first-class registered mail, as well as in any other manner authorized by applicable law or court rule. Neither the UCITA nor the United Nations Convention on Contracts for International Sale of Goods will apply to this Agreement, except as expressly adopted herein. 10.10 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction, unless authorized by the United States government. 10.11 Workday SLA Service Credits. If, in any rolling six-month period, Workday fails to meet the monthly Service Availability or Service Response commitments described in the SLA (a “Failure”), Customer may request the following remedies from Reseller no later than six months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, “Service Credit” means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. Workday shall direct Reseller to deduct the highest applicable Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, shall refund the Service Credit to the Reseller who will pass on the Credit to Customer. The remedies in this section are the Customer’s exclusive remedies for any Failure. 10.12 Applicability of Order Forms. All Workday Services and Subscriptions are provided as described in the applicable Order Form used by Workday in its customer course of business. With regards to Workday’s obligations to Customer, the terms applicable to a particular SKU contained on an Order Form is available here: https://www.workday.com/en-us/legal/universal-contract-terms-and-conditions/index.html. Any Terms and Conditions on an Order Form that relate to indemnification or payment, or that otherwise conflict with the applicable Contract Vehicle, or that are otherwise prohibited by law, shall not apply to Customer. The description of the service on the Order Form shall take precedence over any conflicting descriptions in a final quote or order even when Customer is not a party to the Order Form, unless Reseller and Customer ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 8 of 10 specifically negotiate otherwise in writing an alternative description, and provided that any conflicting or alternative descriptions shall not be binding on Workday. 10.13 Federal Government End Use Provisions. Workday provides pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime or subcontract. Additionally, the parties agree that the purpose of this Agreement is to provide a sophisticated integrated system solution, principally for the provision of a product, not a service and as such, neither the Service Contract Act nor its related statutes or regulations apply to Workday’s performance hereunder. 10.14 Publicity. Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Workday may use Customer's name in lists of customers and on its website, including, but not limited to, Workday’s community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from Workday. For the avoidance of doubt, this section does not prohibit Workday from referencing Customer's name in a verbal format. 10.15 Miscellaneous. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 10.11 Local Law Requirements: Canada. With respect to Customers domiciled in Canada, the following provisions shall apply: (a) Choice of Language. The parties accept that the terms of this Agreement be drafted in English. Les parties acceptent que les conditions des présentes soient rédigées en anglais. (b) “Gross Negligence” means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intentional wrongdoing, or was reckless in regard of or wanton indifference to the harmful and foreseeable consequences of such act or failure to act but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone). 11. Definitions. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Main Subscription Agreement, including the SLA, Security Exhibit, Data Processing Exhibit, Business Associate Exhibit, and any other exhibits, addenda, or attachments hereto, and any fully executed Order Form. “Audit Reports” means the most recently completed security audit reports prepared by Workday’s independent third party auditor and other security relevant assessment reports for the applicable Service as identified in the Product Terms, which may be updated by Workday from time to time. No update will materially decrease the protections provided by the controls set forth in the applicable Audit Report during the Term. “AUP” means the acceptable use policy for the applicable Service located at https://community.workday.com/aup, which also incorporates by reference acceptable use policies of applicable Workday Subprocessors. “Authorized Parties” means Customer’s or an Affiliate’s Workers and third party providers who are authorized by Customer (a) in writing, (b) through the Service’s security designation, or (c) by system integration or other data exchange process to access Customer’s Instance or receive Customer Content. ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 9 of 10 “Claim” means a claim, demand, lawsuit or other legal proceeding brought against a party to this Agreement. “Confidential Information” means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Content; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how and other significant and valuable business information that would otherwise be considered to be trade secrets under Law, that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties). Confidential Information does not include any information that, without the Recipient’s breach of an obligation owed to the Discloser: (1) is or becomes generally known to the public; (2) was known to Recipient prior to disclosure by Discloser; (3) was independently developed by Recipient; or (4) is received by Recipient from a third party. Customer Content will not be subject to the exclusions set forth in this definition. “Contract Vehicle” means a consortium or government wide acquisition contract that Workday is either a party to directly, or which Workday has allowed Reseller to use to sell Workday Services, and, if applicable, has been incorporated in the Reseller Agreement. “Customer Content” means electronic data or information submitted to the Service by Customer or Authorized Parties. “Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its users and/or Authorized Parties relating to the operation or functionality of the Service. “Data Processing Exhibit” or “DPE” means the Universal Data Processing Exhibit located at https://www.workday.com/en-us/legal/universal-contract-terms-and-conditions/index/exhibits.html,which may be updated by Workday from time to time to comply with applicable Data Protection Laws applicable to Workday as a Data Processor. No update will materially decrease Workday’s Data Processor obligations under the DPE. “Documentation” means the current version of the Workday electronic Administrator Guide for the applicable Service application, which may be updated by Workday from time to time. “Enhanced Features” shall have the same meaning as set forth in the applicable Product Terms. “Improvements” means all improvements (including verification of such improvements), updates, enhancements (including Enhanced Features), error corrections, bug fixes, prevention of or addressing service or technical problems, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers. “Instance” means a unique instance of the Service, with a separate set of Customer Content held by Workday in a logically separated database (i.e., a database segregated through password-controlled access). “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. “Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective party. “Loss” means reasonable attorneys’ fees and any damages or costs finally awarded or entered into in settlement of a Claim. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs. “Non-Workday Content” means a third-party product, web-based, offline, mobile, or other software application functionality or other content that is provided by Customer or a third party and interoperates with a Workday Service application. “Order Form” means the commercial form that Workday uses to conduct its business in the customary course of its business or the equivalent document used by Reseller to convey the pricing and SKUs being purchased by Customer. An order form may contain product or service descriptions, pricing, or other usage terms. Order Forms, as used in this EUSA, do not include ��
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 10 of 10 the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional or inconsistent with the terms of this Agreement. “Personal Data” has the definition set forth in the DPE. “Product Terms” means the product terms for a specific Service application as identified via URL in or attached to the subscription Order Form, which may be updated by Workday from time to time; provided that no update will materially decrease the applicable security and privacy commitments and any such changes will not become effective until 30 days after notice to Customer. “Production” means the Customer’s use of or Workday’s written verification of the availability of the Service (a) to administer its users (as identified in the applicable subscription Order Form); (b) to generate data for Customer’s books/records; or (c) in any decision support capacity. Production does not include sandbox, preview, or implementation Instance. “Reseller” means the Contracting entity directly selling Workday Service to Customer. “Reseller Agreement” means the contract between Reseller and Customer. “Security Breach” means (a) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Content; provided that an incidental disclosure of Customer Content to an Authorized Party or Workday, or incidental access to Customer Content by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law; (b) any Personal Data Breach as defined in the DPE, and (c) any security breach (or substantially similar term) as defined by Law affecting Customer Content. “Security Exhibit” means the Universal Security Exhibit located at https://www.workday.com/en-us/legal/universal-contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time. No update will materially decrease the protections provided by the controls set forth in the Security Exhibit. “Service'' means the applicable Workday software-as-a-service application and Improvements (as described in the Documentation and Product Terms) as subscribed to under an Order Form. For purposes of clarification, Service excludes professional services, support services, training services, and Non-Workday Content. “Signature Document” means the document signed by the parties which lists all the terms and conditions forming part of this Agreement to which the parties agree to be bound. “SLA” means the Production Support and Service Level Availability Policy for the Service application(s) identified in the applicable Product Terms, which may be updated by Workday from time to time. No update will materially decrease Workday’s responsibilities under the SLA. “Subscription Fees” means all amounts invoiced and payable by Customer for the applicable Service under an Order Form. ��

SECTION III- ABILITY TO PERFORM 1. Include a detailed response to Appendix B, Exhibit A, OMNIA Partners Response for Na?onal Coopera?ve Contract. Responses should highlight experience, demonstrate a strong na?onal presence, describe how supplier will educate its na?onal sales force about the contract, describe how products and services will be distributed na?onwide, include a plan for marke?ng the products and services na?onwide, and describe how volume will be tracked and reported to OMNIA Partners. Acknowledged. See Appendix B. Exhibit A. 2. The successful supplier will be required to sign Appendix B, Exhibit B, OMNIA Partners Administra?on Agreement prior to contract award. Suppliers should have any reviews required to sign the document prior to submiKng a response. Supplier’s response should include any proposed excep?ons to OMNIA Partners Administra?on Agreement. Acknowledged. 3. Include completed Appendix B, Exhibits F. Federal Funds Cer?ﬁca?ons and G. New Jersey Business Compliance. Acknowledged 4. Provide available ordering methods (online ordering, order tracking, search op?ons, order history, etc.). Ordering will be facilitated by an Iron Brick Salesperson/Account Manager. 5. What is supplier’s average on ?me delivery rate? Describe Supplier’s history of mee?ng the shipping and delivery ?melines. Our SoZware as a Service (SaaS) proposal does not currently include any hardware products or have a need to physically ship products. SoZware from OEM’s can be enabled as soon as orders are processed. Training Credits can take a day or two to be ac?vated in OEM training systems. Iron Brick works with customers ?melines and requirements to make sure orders are processed and soZware & training are available as needed. If consul?ng services are part of the acquisi?on- we will work with the consul?ng ﬁrms to ensure project kickoﬀ, and work to resolve any issues impac?ng delivery. ��

6. Describe how supplier responds to emergency orders. Orders will be placed within hours of receipt. 7. What is supplier’s average Fill Rate? 100% for SoZware 8. Describe supplier’s return and restocking policy. Iron Brick will follow OEM agreements and prac?ces for any cancella?on or return. 9. Describe supplier’s ability to meet service and warranty needs. Proposal should address life expectancy of equipment under normal use; applicable warranty and/or guarantees of equipment and installa?ons including any condi?ons and response ?me for repair and/or replacement of any components during the warranty period; availability of replacement parts; and detailed informa?on as to proposed return policy on all equipment. SoZware support agreements will allow for access to patches and upgrades. Warran?es will be per the licensing agreements between the OEM and customer. 10. Describe any extended warranty programs or service maintenance programs. SoZware support agreements will allow for access to patches and upgrades. Warran?es will be per the licensing agreements between the OEM and customer. 11. The supplier shall provide ?mely and accurate technical advice and sales support. The supplier shall respond to such requests within one (1) working day aZer receipt of the request. Describe supplier’s customer service/problem resolu?on process and ability to meet the one working day response ?me. Include hours of opera?on, number of services, etc. Our business hours are 9:00 am – 5:00 pm eastern, Monday- Friday. Our salespeople oZen monitor email aZerhours and may be available. Our OEM and Services have similar prac?ces. 24x7 phone support is available from the OEM for technical support ques?ons. Between the Iron Brick Account Manager and our contract partners we will respond to customer requests within One day. 12. Describe supplier’s contract implementa?on/customer transi?on plan. If the order is for SoZware only- Iron Brick will follow order form, process the order, and send access links to the customer. If the order is for SoZware and implementa?on services- Iron Brick will work with ��

the services consul?ng company to kickoﬀ and execute the statement of work to implement the soZware solu?on. 13. Describe the ﬁnancial condi?on of supplier. Iron Brick has been a privately held company for 18 years. We have ﬁnancial resources, and banking rela?onships to support any size government organiza?on. We have teamed with public companies like Guidehouse and Workday, and other businesses with a range of sizes to support this requirement. 14. Provide a website link to review website ease of use, availability, and capabili?es related to ordering, returns and repor?ng. Describe the website’s capabili?es and func?onality. Iron Brick does not oﬀer a website for order processing. Our site: ironbrick.com 15. Describe the supplier’s safety record. Iron Brick has never had a workplace accident or injury in 18 years. 16. Describe technology used to support the contract. Salesforce, MicrosoZ Oﬃce, Costpoint (ﬁnancials) 17. Provide any addi?onal informa?on relevant to this sec?on. ��

Exhibit A Response for Na?onal Coopera?ve Contract 1.0 Scope of Na-onal Coopera-ve Contract Capitalized terms not otherwise deﬁned herein shall have the meanings given to them in the Master Agreement or in the Administra7on Agreement between Supplier and OMNIA Partners. 1.1 Requirement The Region 14 Educa7on Service Center (hereinaGer deﬁned and referred to as “Principal Procurement Agency”), on behalf of itself and OMNIA Partners, Public Sector, Inc., a Delaware corpora7on (“OMNIA Partners”), is reques7ng proposals for Cloud Solu7ons for HR, Finance and Planning. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resul7ng from this Request for Proposal (“Master Agreement”) be made available to other public agencies na7onally, including state and local governmental en77es, public and private primary, secondary and higher educa7on en77es, non-proﬁt en77es, and agencies for the public beneﬁt (“Public Agencies”), through OMNIA Partners’ coopera7ve purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Cer7ﬁcate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registra7on with OMNIA Partners as a Par7cipa7ng Public Agency in OMNIA Partners’ coopera7ve purchasing program. Registra7on with OMNIA Partners as a Par7cipa7ng Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Coopera7ve Purchasing Agreement, an example of which is aVached as Exhibit C, and by using the Master Agreement, any such Par7cipa7ng Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Coopera7ve Agreement or as otherwise agreed to. The terms and pricing established in the resul7ng Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Par7cipa7ng Public Agencies through OMNIA Partners. All transac7ons, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Par7cipa7ng Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Par7cipa7ng Public Agency, including their respec7ve agents, directors, employees or representa7ves, shall be liable to Supplier for any acts, liabili7es, damages, etc., incurred by any other Par7cipa7ng Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A deﬁnes the expecta7ons for qualifying Suppliers based on OMNIA Partners’ requirements to market the resul7ng Master Agreement na7onally to Public Agencies. Each sec7on in this Exhibit A refers to the capabili7es, requirements, obliga7ons, and prohibi7ons of compe7ng Suppliers on a na7onal level in order to serve Par7cipa7ng Public Agencies through OMNIA Partners. These requirements are incorporated into and are considered an integral part of this RFP . OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Par7cipa7ng Public Agencies, in its sole and absolute discre7on, and any party submiXng a response ��

to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Par7cipa7ng Procurement Agencies. 1.2 Marke-ng, Sales and Administra-ve Support During the term of the Master Agreement OMNIA Partners intends to provide marke7ng, sales, partnership development and administra7ve support for Supplier pursuant to this sec7on that directly promotes the Supplier’s products and services to Par7cipa7ng Public Agencies through mul7ple channels, each designed to promote speciﬁc products and services to Public Agencies on a na7onal basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall rela7onship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marke7ng, Contrac7ng, Training, and Opera7ons & Support. The OMNIA Partners marke7ng team will work in conjunc7on with Supplier to promote the Master Agreement to both exis7ng Par7cipa7ng Public Agencies and prospec7ve Public Agencies through channels that may include: A. Marke7ng collateral (print, electronic, email, presenta7ons) B. Website C. Tradeshows/conferences/mee7ngs D. Adver7sing E. Social Media The OMNIA Partners sales teams will work in conjunc7on with Supplier to promote the Master Agreement to both exis7ng Par7cipa7ng Public Agencies and prospec7ve Public Agencies through ini7a7ves that may include: 1. Individual sales calls 2. Joint sales calls 3. Communica7ons/customer service 4. Training sessions for Public Agency teams 5. Training sessions for Supplier teams The OMNIA Partners contrac7ng teams will work in conjunc7on with Supplier to promote the Master Agreement to both exis7ng Par7cipa7ng Public Agencies and prospec7ve Public Agencies through:
��

1. Serving as the subject maVer expert for ques7ons regarding joint powers authority and state statutes and regula7ons for coopera7ve purchasing 2. Training sessions for Public Agency teams 3. Training sessions for Supplier teams 4. Regular business reviews to monitor program success 5. General contract administra7on Suppliers are required to pay an Administra7ve Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administra7on Agreement (Exhibit B). At Supplier’s op7on, Suppliers may pay addi7onal fees beyond administra7ve fees, such as technology fees, to OMNIA Partners and/or a third party for addi7onal support and/or access to OMNIA Partners’ technology plaeorm. 1.3 Es-mated Volume The dollar volume purchased under the Master Agreement is es7mated to be approximately $100 million annually. While no minimum volume is guaranteed to Supplier, the es7mated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Par7cipa7ng Public Agencies that are an7cipated to u7lize the resul7ng Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marke7ng approach between Supplier and OMNIA Partners. 1.4 Award Basis The basis of any contract award resul7ng from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ op7on, be the basis of award on a na7onal level through OMNIA Partners. If mul7ple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Par7cipa7ng Public Agencies through OMNIA Partners. U7liza7on of the Master Agreement by Par7cipa7ng Public Agencies will be at the discre7on of the individual Par7cipa7ng Public Agency. Certain terms of the Master Agreement speciﬁcally applicable to the Principal Procurement Agency (e.g., governing law) are subject to modiﬁca7on for each Par7cipa7ng Public Agency as Supplier and such Par7cipa7ng Public Agency may agree without being in conﬂict with the Master Agreement as a condi7on of the Par7cipa7ng Agency’s purchase and not a modiﬁca7on of the Master Agreement applicable to all Par7cipa7ng Agencies. Par7cipa7ng Agencies may request to enter into a separate supplemental agreement to further deﬁne the level of service requirements over and above the minimum deﬁned in the Master Agreement (e.g., governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underu7lized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legisla7on in eﬀect in the jurisdic7on of the Par7cipa7ng Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the ��

term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and condi7ons create addi7onal risk and cost for Supplier, Supplier and Par7cipa7ng Public Agency may nego7ate addi7onal pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the addi7onal cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Par7cipa7ng Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expira7on or termina7on of the Master Agreement. Par7cipa7ng Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expira7on of the Master Agreement. Supplier is responsible for repor7ng all sales and paying the applicable Administra7ve Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objec-ves of Coopera-ve Program This RFP is intended to achieve the following objec7ves regarding availability through OMNIA Partners’ coopera7ve program: 1. Provide a comprehensive compe77vely solicited and awarded na7onal agreement oﬀering the Products covered by this solicita7on to Par7cipa7ng Public Agencies; 2. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies na7onwide; 3. Achieve cost savings for Supplier and Public Agencies through a single solicita7on process that will reduce the Supplier’s need to respond to mul7ple solicita7ons and Public Agencies need to conduct their own solicita7on process; 4. Combine the aggregate purchasing volumes of Par7cipa7ng Public Agencies to achieve cost eﬀec7ve pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condi7on to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representa7ons, warran7es and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Par7cipa7ng Public Agencies as well as the Supplier. 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authoriza7ons and support of the Supplier’s execu7ve management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any exis7ng customers, and Supplier will transi7on exis7ng customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and condi7ons of the Administra7on Agreement with OMNIA ��

Partners and will execute such agreement concurrent with and as a condi7on of its execu7on of the Master Agreement with the Principal Procurement Agency. Supplier will iden7fy an execu7ve corporate sponsor and a separate na7onal account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies na7onwide and further commits that if a Par7cipa7ng Public Agency is eligible for lower pricing through a na7onal, state, regional or local or coopera7ve contract, the Supplier will match such lower pricing to that Par7cipa7ng Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this deﬁned sector and that its sales force will be trained, engaged and commiVed to oﬀering the Master Agreement to Public Agencies through OMNIA Partners na7onwide. Supplier commits that all Master Agreement sales will be accurately and 7mely reported to OMNIA Partners in accordance with the OMNIA Partners Administra7on Agreement. Supplier also commits its sales force will be compensated, including sales incen7ves, for sales to Public Agencies under the Master Agreement in a consistent or beVer manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following informa7on for the Principal Procurement Agency to determine Supplier’s qualiﬁca7ons to extend the resul7ng Master Agreement to Par7cipa7ng Public Agencies through OMNIA Partners. 3.1 Company A. Brief history and descrip7on of Supplier to include experience providing similar products and services. Iron Brick Associates, LLC., (Iron Brick) was founded in 2006 as a Value-Added Reseller and solu7ons provider. Through excellence in soGware acquisi7on support, consul7ng delivery, and building key OEM partnerships, our ﬁrm has delivered large, successful programs across the Federal, SLED, and commercial markets for nearly twenty years. Iron Brick has executed hundreds of millions in public sector contracts and thousands of transac7ons across Tier 1 Suppliers such as NetApp, Cisco, Workday and others. Currently, our ﬁrm’s primary mission is to help public sector organiza7ons acquire complex ERP solu7ons through simple, eﬃcient and compliant acquisi7on cycles. We have partnered with industry-leading OEMs ��

such as Workday Inc., Debtbook and Euna Solu7ons and cer7ﬁed, proven implementa7on ﬁrms to provide the best cloud ERP solu7ons available today. B. Total number and loca7on of salespersons employed by Supplier. Iron Brick currently has four sales leads and we expect that number to grow quickly as we help Workday scale within the SLED business leveraging our Omnia contract. Iron Brick’s sales team aligns closely to the ~75 Workday SLED Account Execu7ves covering the market across 4 primary focus areas: • Medium Enterprise (ME)- SLED organiza7ons with fewer than 3,500 employees • Large Enterprise (LE)- SLED organiza7ons with more than 3,500 employees • Special Districts- Transporta7on Authori7es, U7li7es, Libraries, Cemeteries, Parks and Recrea7on • State- focused on State-level agencies and opportuni7es Both Workday and Iron Brick have sales reps covering the en7re SLED marketplace na7onally. C. Number and loca7on of support centers (if applicable) and loca7on of corporate oﬃce. Iron Brick Associates is headquartered in the Commonwealth of Virginia with remote employees across the country. We currently have 8 employees dedicated to our ERP / Workday business. Our main SaaS OEM partner, Workday, has approximately 19,900 employees with approximately 46% dedicated to Research and Development, 24% in Sales and Marke7ng, and 30% in Professional Services and Support. In addi7on, approximately 34% are interna7onal employees. Please note, Workday only provides employee breakdowns by what is reported above. Workday does not segment employees by product or product line. Within our structure, many employees are required to have competencies in more than one area. Support centers The Workday Support team is strategically located around the world to support our customers whenever they need us. We have Support Centers in eight diﬀerent loca7ons: Pleasanton, California; Salt Lake City, Utah; Aus7n, Texas; Atlanta, Georgia; Heredia, Costa Rica; Auckland, New Zealand; Brisbane, Australia; Pune, India; and Dublin, Ireland. D. Annual sales for the three previous ﬁscal years. a. Submit FEIN and Dunn & Bradstreet report. Iron Brick Associates LLC., is a privately held company and does not share ﬁnancial data. Our Dunn & Bradstreet report is included in our response. Our primary SaaS OEM partner, Workday, has the following annual revenues listed in its annual report, Form 10-K, ﬁled with the United States Securi7es and Exchange Commission. ��

hVps://investor.workday.com/sec-ﬁlings FEIN and Dunn & Bradstreet Report Organization FEIN DUNS Iron Brick Associates, LLC. 20-4737033 783862217 Workday Inc. 20-2480422 607009755 E. Describe any green or environmental ini7a7ves or policies. Iron Brick Associates, LLC is commiVed to protec7ng the environment, the health and safety of our employees, and the community in which we conduct our business. It is our policy to seek con7nual improvement throughout our business opera7ons to lessen our impact on the local and global environment by conserving energy, water and other natural resources; reducing waste genera7on; recycling and; reducing our use of toxic materials. We are commiVed to environmental excellence and pollu7on preven7on, mee7ng or exceeding all environmental regulatory requirements, and to purchasing products which have greater recycled content with lower toxicity and packaging, that reduce the use of natural resources. Employee Environment Programs Iron Brick encourages a remote work environment for all employees. We encourage all employees to avail the usage of all available recycling and environmentally friendly disposal programs available. • Telecommu7ng and remote ﬁrst policy. • Recycling. • Environmental Cer7ﬁca7on. • Digital documenta7on wherever possible. • Sustainable Sourcing. Environmentally Preferable Purchasing (EPP) Policy Preference will be given to purchasing products and services that have the following environmentally friendly aVributes with acceptable parameters for price, quality and delivery: · Maximizes post-consumer recycled content. · Minimizes packaging and other wastes. · Minimizes toxicity. · Are durable and reusable. · Are more locally available to minimize transporta7on. · Are made from sustainably produced materials. · Are compostable or biodegradable. · Conserves energy, water and other natural resources.

Workday Annual Report Revenue Summary (in millions) 2024 2023 2022 Subscription Revenue 6603 5567 4546
Professional Services Revenue 656 649 593
Total Revenue 7259 6216 5139
��

F. Describe any diversity programs or partners supplier does business with and how Par7cipa7ng Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their cer7ﬁca7ons. Iron Brick Associates, LLC. is committed to the concept and practice of equal opportunity and affirmative action in all aspects of employment. Accordingly, we have developed an Affirmative Action Plan (AAP) in strict reliance upon the Guidelines on Affirmative Action issued by the Equal Employment Opportunity Commission (EEOC) (29 CFR Part 1608). While we firmly believe in the wide dissemination of our affirmative action policies and equal employment opportunity practices, our AAP contains certain proprietary information relating to the company’s business that must be kept confidential. G. Indicate if supplier holds any of the below cer7ﬁca7ons in any classiﬁed areas and include proof of such cer7ﬁca7on in the response: a. Minority Women Business Enterprise a. Minority Women Business Enterprise ☐ Yes ☒ No If yes, list cer7fying agency: ___________________________________ b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) ☐ Yes ☒No If yes, list cer7fying agency: ___________________________________ c. Historically Underu7lized Business (HUB) ☐ Yes ☒ No If yes, list cer7fying agency: ___________________________________ d. Historically Underu7lized Business Zone Enterprise (HUBZone) ☐ Yes ☒No If yes, list cer7fying agency: ___________________________________ e. Other recognized diversity cer7ﬁcate holder ☐ Yes ☒ No If yes, list cer7fying agency: ____________________________________ Iron Brick Associates, LLC. is a self-cer7ﬁed small business, though we do not hold any cer7ﬁca7ons in any classiﬁed areas. ��

H. List any rela7onships with subcontractors or aﬃliates intended to be used when providing services and iden7fy if subcontractors meet minority-owned standards. If any, list which cer7ﬁca7ons subcontractors hold and cer7fying agency. Iron Brick Associates, LLC. partners with organiza7ons mee7ng HUB, HUBZone, SDVO, MWBE and SBE requirements. We are not including any of these partners as sub-contractors in our submission, but we are open to adding partners who meet these requirements post-award. I. Describe how supplier diﬀeren7ates itself from its compe7tors. Iron Brick Associates, LLC. is confident we possess the attributes and offerings that make us highly capable of making the Master Agreement the most successful ERP / SaaS cooperative purchasing program of its kind because we: ü Oﬀer the top commercial SaaS ERP solu7ons ü Oﬀer an elite list of SLED-focused and OEM cer7ﬁed implementa7on op7ons via our teammates and sub-contractors ü Have signiﬁcant experience selling through coopera7ve purchasing programs ü Have a substan7al na7onal sales and service delivery footprint via our OEMs and services partners ü Developed channel-leading, strong personal rela7onships with our vendors and customers ü Have a track record of success as an OMNIA Partners Authorized-Dealer giving us the required momentum to hit the ground running with a new contract award. On-Boarding will be minimal. Success will start immediately. J. Describe any present or past li7ga7on, bankruptcy or reorganiza7on involving supplier. Iron Brick Associates, LLC. does not have a history of past li7ga7on, bankruptcy or reorganiza7on. K. Felony Convic7on No7ce: Indicate if the supplier a. is a publicly held corpora7on, and this repor7ng requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convic7ons. Iron Brick Associates, LLC. is a privately held, limited liability corpora7on. We are not owned by anyone convicted of a felony, L. Describe any debarment or suspension ac7ons taken against supplier No debarment or suspension actions have been taken against Iron Brick. ��

3.2 Distribu-on, Logis-cs A. Each oﬀeror awarded an item under this solicita7on may oﬀer their complete product and service oﬀering/a balance of line. Describe the full line of products and services oﬀered by supplier. Iron Brick Associates LLC., will oﬀer the full poreolio of SaaS products available from the following OEMs: • Workday Inc. • Euna Solu7ons • Debtbook Following our contract award, we can add other SaaS OEMs cri7cal to our SLED customer base and Workday’s Go-To-Market strategy. B. Describe how supplier proposes to distribute the products/service na7onwide. Include any states where products and services will not be oﬀered under the Master Agreement, including U.S. Territories and Outlying Areas. Iron Brick Associates LLC., distributes products and services nationwide per our reseller and distribution agreements. In general, Distributors we use to fulfill orders are determined by our negotiated reseller and distribution agreements. However, in many cases, we have the flexibility to choose among the Distributors we work with or fulfill directly with Manufacturers. We intend to offer all products and services to all eligible Participating Public Agencies. • SoUware and Cloud Services. When needed, we have the ﬂexibility and rela7onships fulﬁll soGware through mul7ple Distributors, including CarahsoG, DLT, Ingram Micro, Immix/Arrow and TD SYNNEX. In general, customers download soGware directly from the soGware publisher’s website. • Technical, Maintenance, and Warranty Support Services. Most, if not all, Manufacturers oﬀer basic technical, maintenance, and warranty support as part of any ini7al purchase. For certain products and services, and primarily for hardware, extended or premier support services may be available from the OEM, publisher, or other 3rd-party at addi7onal costs. Extended or premier services vary among OEMs, and soGware publishers. • Training. Customers can choose from various mediums, from instructor-led in-person training, web-based virtual events, obtaining self-paced materials, etc. C. Describe how Par7cipa7ng Agencies are ensured they will receive the Master Agreement pricing; include all distribu7on channels such as direct ordering, retail or in-store loca7ons, through distributors, etc. Describe how Par7cipa7ng Agencies verify and audit pricing to ensure its compliance with the Master Agreement. Iron Brick makes practical and effective use of our software tools, primarily SalesForce.com and Deltek to manage the complete customer lifecycle from the first point of contact to billing and ongoing customer support. ��

We also leverage our ISO 9001:2015 certified quality management processes to ensure compliance, audit pricing and ensure compliance with the Master Agreement. Ensuring Customers Receive the Master Agreement Pricing Iron Brick integrated our key systems to ensure we only produce customer quotes for products and services on contract and offered at or below the contract price. Our quotes contain up-to-date information, including the then-current item descriptions and list price, contract price, OEM SKUs, the applicable discount percentage, and the net cost to the customer. In addition, we may offer deeper discounts due to special offers, value-adds, bundles, and quantities, among many other factors. Our quotes will also include applicable CSP, OEM, or software publisher terms and conditions. Before issuing a quote, we obtain a cost quote from the Manufacturer. Our executive team with support from contracts and accounting, review cost quotes to confirm each item aligns with contract-specific catalog and pricing information and then-current terms and conditions do not conflict with the Master Agreement to streamline the fulfillment of any resulting customer order. How ParAcipaAng Agencies Can Verify and Audit Pricing to Ensure Compliance with the Master Agreement. With experience via our existing OMNIA Partners contracts an in prior cooperative purchasing experiences, we have had very few customer inquiries to verify contract pricing. However, when customers have asked OMNIA Partners to confirm that they are receiving contract pricing, we have demonstrated that they received better than or equal to contract pricing on the original quote. If a Participating Public Agency wants to verify and audit pricing to ensure compliance, we ask that they first contact OMNIA Partners. We will work with OMNIA Partners to provide the necessary information, most likely in the form of a dated Manufacturer or Distributor price list or possibly a redacted Manufacturer or Distributor cost quote, that validates and represents the list price for the item(s) in question at the time of quote. We will also provide a copy of the quote and resulting purchase order to validate that the item(s) were offered at or below the Master Agreement price. D. Iden7fy all other companies that will be involved in processing, handling or shipping the products/service to the end user. We do not expect any other partners to par7cipate in handling or shipping the product / service to the end user. Our consul7ng partners will deliver their consul7ng services engagements to the client, but product paperwork will ﬂow from the end user directly to Iron Brick. E. Provide the number, size and loca7on of Supplier’s distribu7on facili7es, warehouses and retail network as applicable. Iron Brick does not own, lease, or require distribu7on facili7es, warehouses, or retail networks to conduct its business. ��

3.3 Marke-ng and Sales A. Given the public nature of the solicita7on and contract, OMNIA Partners makes solicita7on and contract documenta7on, including pricing documents, available on its website so Par7cipa7ng Public Agencies may easily conduct their due diligence. Describe any por7ons of the response that should not be available on the website and why those por7ons should not be available. Iron Brick Associates LLC acknowledges our response will be available on the OMNIA Partners website. We do not require any por7ons of our response to be redacted or not available. B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams na7onwide, to include, but not limited to: i. Execu7ve leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within ﬁrst 10 days ii. Training and educa7on of Supplier’s na7onal sales force with par7cipa7on from the Supplier’s execu7ve leadership, along with the OMNIA Partners team within ﬁrst 90 days C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Par7cipa7ng Public Agencies, exis7ng Public Agency customers of Supplier, as well as to prospec7ve Public Agencies na7onwide immediately upon award, to include, but not limited to: i. Crea7on and distribu7on of a co-branded press release to trade publica7ons ii. Announcement, Master Agreement details and contact informa7on published on the Supplier’s website within ﬁrst 90 days iii. Design, publica7on and distribu7on of co-branded marke7ng materials within ﬁrst 90 days iv. Commitment to aVendance and par7cipa7on with OMNIA Partners at na7onal (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Mee7ngs, Regional Coopera7ve Summits, etc.) and supplier-speciﬁc trade shows, conferences and mee7ngs throughout the term of the Master Agreement v. Commitment to aVend, exhibit and par7cipate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staﬀed by Supplier. In addi7on, Supplier commits to provide reasonable assistance to the overall promo7on and marke7ng eﬀorts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publica7on of na7onal and regional adver7sing in trade publica7ons throughout the term of the Master Agreement ��

vii. Ongoing marke7ng and promo7on of the Master Agreement throughout its term (case studies, collateral pieces, presenta7ons, promo7ons, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with: • OMNIA Partners standard logo; • Copy of original Request for Proposal; • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marke7ng Materials • Electronic link to OMNIA Partners’ website including the online registra7on page; • A dedicated toll-free number and email address for OMNIA Partners ExecuAve Leadership Endorsement and Sponsorship Iron Brick Associates LLC’s executive leadership has identified this contract as a critical component to becoming the premier ERP cloud solution provider in the State, Local, and Education market. Within the first 10 days of the contract award, our Executive Sponsor and President, Zebulon Mellett, and the Executive Advisory Board including our General Counsel, Peter Sirh and COO, Kevin Murphy, will review expectations of the overall program and finalize our Master Agreement Implementation Plan. Ninety-Day Plan Iron Brick Associates LLC will follow a contract rollout strategy similar to what our Executive leadership has led for other Omnia contracts in previous experiences. ��

Tasks and Activities Participants Time Frame (from contract execution date) Final Negotiation and Contract Signature • Review contract requirements • Complete final contract negotiations • Sign contract • IB Executive team • Region 4 ESC • OMNIA Partners Immediately upon award Create and Distribute Co-branded Press Release • Internal Development • Publish • IB Executive team • Region 4 ESC • OMNIA Partners Immediately after contract signature Executive Leadership Endorsement and Sponsorship • Review expectations of the overall program • Review and finalize Master Agreement Implementation Plan • IB Executive team • Region 4 ESC • OMNIA Partners 10 business days Internal Endorsement and Sponsorship Review expectations of the overall program: • IB Executive Advisory Board (Corporate commitments) • Sales (Training, Customer Transition) • Marketing (Website, Collateral) • Contract Administration (Catalog Maintenance, Sales Reporting, Fee Payment) • Legal (Contract Adherence, Ethical Standards) • IB Executive team 15 business days
Kickoff Meeting • IB SLED Team • OMNIA Partners 30 business days National Sales Force Training • Internal Training • Joint Training • IB SLED Team • OMNIA Partners 15 business days 30 business days Publish Website • Dedicated webpage • OMNIA Partners dedicated page • IB SLED Team • OMNIA Partners 15 business days 30 business days Publish Co-branded Marketing Materials • Internal Development • Publish to Websites • IB SLED Team • OMNIA Partners 15 business days 30 business days Schedule Event Attendance and Participation • Trade Shows and Conferences • Meetings • NIGP Forum • IB SLED Team • OMNIA Partners 30 business days
Identify Top 10 Region Targets • IB SLED Team • OMNIA Partners 45 business days Contract Review I • Marketing (Website, contract guide, collateral) • Sales (Lead generation, quoting) • Operations (Contract admin, order processing) • IB SLED Team • OMNIA Partners 45 business days
��

Improvement Rollout I • IB SLED Team • OMNIA Partners 45 business days Contract Review II • IB SLED Team • OMNIA Partners 90 business days Improvement Rollout II • IB SLED Team • OMNIA Partners 90 business days Contract Reviews • Topics TBD • IB SLED Team • OMNIA Partners Quarterly Improvement Rollouts • Initiatives TBD • IB SLED Team • OMNIA Partners Quarterly D. Describe how Supplier will transi7on any exis7ng Public Agency customers’ accounts to the Master Agreement available na7onally through OMNIA Partners. Include a list of current coopera7ve contracts (regional and na7onal) Supplier holds and describe how the Master Agreement will be posi7oned among the other coopera7ve agreements. Iron Brick Associates is currently an authorized dealer on OMNIA Partners Total Cloud Solu7ons and Services contract #R220803. Currently, that is our only coopera7ve agreement. We have successfully transi7oned Workday SLED customers to that contract, for example, with the City of Cleveland’s 5-year acquisi7on of Workday HR and Fin. If awarded this Omnia Partners contract, it will con7nue to be our primary op7on for posi7oning strategic SLED acquisi7ons with both our client base as well as the OEM sales teams. E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduc7on of such logo in marke7ng communica7ons Version June 26, 2024 and promo7ons. Acknowledge that use of OMNIA Partners logo will require permission for reproduc7on, as well. Iron Brick Associates LLC., agrees to provide our logos to OMNIA Partners and we agree to grant permission for the reproduction of such logos in marketing communications and promotions. We also acknowledge that using the OMNIA Partners logo will require permission for reproduction. F. Conﬁrm Supplier will be proac7ve in direct sales of Supplier ’s goods and services to Public Agencies na7onwide and the 7mely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales ini7a7ves should communicate: i. Master Agreement was compe77vely solicited and publicly awarded by a Principal Procurement Agency ii. Best government pricing iii. No cost to par7cipate iv. Non-exclusive Iron Brick Associates LLC., will be proactive in the direct sales of the Master Agreement’s products and services to Public Agencies nationwide and provide timely follow-up to leads established by OMNIA Partners. Wherever possible, all IB sales materials will incorporate the OMNIA Partners logo. At a minimum, our sales initiatives will communicate that the Master ��

Agreement: • Was compe77vely solicited and publicly awarded by a Principal Procurement Agency • Provides the best government pricing • Requires no cost to participate • Is a non-exclusive contract G. Conﬁrm Supplier will train its na7onal sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement ii. Working knowledge of the solicita7on process iii. Awareness of the range of Public Agencies that can u7lize the Master Agreement through OMNIA Partners iv. Knowledge of beneﬁts of the use of coopera7ve contracts Iron Brick Associates LLC’s Master Agreement sales training will include, at a minimum: • Key features and beneﬁts of Master Agreement for each end user type (technical, procurement, C-Level, etc.) and for the OEM sales reps • Working knowledge of the solicita7on process used for the Master Agreement • How to iden7fy if Par7cipa7ng Public Agencies can u7lize the Master Agreement, and how to ini7ate membership if they cannot. • Knowledge of beneﬁts of using coopera7ve contracts and how to posi7on the Master Agreement. H. Provide the name, 7tle, email and phone number for the person(s), who will be responsible for: i. Execu7ve Support ii. Marke7ng iii. Sales iv. Sales Support v. Financial Repor7ng vi. Accounts Payable vii. Contracts ��

Area of Responsibility Point of Contact Information Executive Support Zebulon Mellett, President zebulon,[email protected] 703.350.5852 (cell) Marketing Zebulon Mellett, President zebulon,[email protected] 703.350.5852 (cell) Sales Anita Trnka, National Account Manager [email protected] 727.403.9233 Sales Support Peter Sirh, VP of Compliance and Contracts [email protected] 202.957.1500 Financial Reporting Peter Sirh, VP of Compliance and Contracts [email protected] 202.957.1500 Accounts Payable Laura Frost, Controller [email protected] 757.374.0855 Contract Administration Peter Sirh, VP of Compliance and Contracts [email protected] 202.957.1500 I. Describe in detail how Supplier’s na7onal sales force is structured, including contact informa7on for the highest-level execu7ve in charge of the sales team. Iron Brick Associates LLC’s na7onal sales force aligns directly to Workday’s na7onal sales force for SLED. This group provides coverage across the SLED marketplace in four (4) key focus areas: • Medium Enterprise (ME)- SLED organiza7ons with fewer than 3,500 employees • Large Enterprise (LE)- SLED organiza7ons with more than 3,500 employees • Special Districts- Transporta7on Authori7es, U7li7es, Libraries, Cemeteries, Parks and Recrea7on • State- focused on State-level agencies and opportuni7es The highest-level execu7ve in charge of this team is as follows: • Zebulon MelleV, President • [email protected] • 703.350.5852 (cell) Zebulon MelleV will lead IB’s OMNIA team to drive the success of the contract and increase market share across the SLED customer base and within the Workday ecosystem. Mr. MelleV has successfully supported OMNIA ��

Partners contracts across key OEMs such as Oracle, RedHat and Workday for 15+ years. He has built deep rela7onships with and strong access to the Workday SLED sales and execu7ve teams, as well as with key Omnia points of contact to help ensure the success and growth of this contract award. Mr. MelleV is an experienced IT sales and contract management professional working with and suppor7ng cloud ERP soGware and professional in various roles focused on the SLED markets. He is responsible for overall Iron Brick program performance, customer sa7sfac7on, and ensuring that IB always supports its commitments. Mr. MelleV directs all of IBs administra7ve and opera7onal func7ons and will serve as the primary point of contact between Region 4 ESC, OMNIA Partners, Workday and other key OEMs. I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the na7onal program. Iron Brick Associates, LLC’s key personnel have spent years developing strong relationships with the OMNIA Partners team and we have established excellent momentum bringing Workday together with OMNIA Partners to approach the SLED market strategically. Over the last 6 months, as an authorized dealer on the OMNIA Partners Total Cloud Solutions and Services contract R220803, Iron Brick has leveraged the OMNIA Connect portal to help schedule many (20+) sales, enablement and account review sessions between OMNIA Partners’ sellers and their Workday counterparts. IB serves as a key liaison between OMNIA Partners and Workday. Our efforts have also driven OMNIA Engagement on key Workday client-facing webinars. Our sellers interact with the OMNIA Partners and Workday salesforces daily. We collaborate with both to ensure our shared customers, and the OEM sellers and decision-makers understand the features and benefits of the contract—and, most importantly, how to transact business against it. Selling ERP cloud is complex. We offer “best of breed” ERP cloud solutions that cater to IT professionals and functional users alike. We invest significant resources in understanding our customers’ IT initiatives and the possibilities of applying cloud and cloud-enabling products and services to resolve their needs within their budget constraints. Once we qualify an opportunity with technical and business users, we have found the OMNIA salesforce invaluable in quickly moving opportunities through procurement and engaging with the OEM sales teams, who often need cooperative contracting education and enablement. We will work closely with the OMNIA Partners sales team on a deal-by-deal basis to ensure the best tactical support is being provided for each opportunity. We will also engage with OMNIA Partners strategically to engage on key GTM initiatives, participate in Workday customer events and attend key Workday sales team meetings, QBRs and strategy sessions. Iron Brick’s track record of engaging in this manner as an OMNIA authorized dealer can be confirmed by many OMNIA team members familiar with our recent efforts related to the Workday ecosystem. ��

J. Explain in detail how Supplier will manage the overall na7onal program throughout the term of the Master Agreement, including ongoing coordina7on of marke7ng and sales eﬀorts, 7mely new Par7cipa7ng Public Agency account set-up, 7mely contract administra7on, etc. As stated earlier, IB’s Executive Sponsor, Mr. Mellett, will lead our OMNIA SLED team to drive the success of the contract and increase market share. Iron Brick’s Go To Market plan for and role within the Workday ecosystem embeds our team of sellers within the Workday SLED sales teams. Our team will also coordinate with other key OEMs such as Euna Solutions and Debtbook to maximize engagement, awareness and usage of the OMNIA Partners contract. As a small business, Iron Brick is very proficient in operating with agility, flexibility and speed. Our contracts and legal team will coordinate the addition of new participating public agencies and ensuring timely contract administration. Iron Brick Key Roles Supporting Omnia Na-onal Account Manager The National Account Manager will manage the tactical execution of sales programs and operations. The primary responsibility is driving pipeline growth and closing deals under the Master Agreement. Execu-ve Sponsorship Team The Executive Sponsorship team will provide broad, strategic guidance and ensure the Master Agreement is promoted inside IB and externally to our customers as the go-to cloud ERP contract. Legal and Contract Management Led by Peter Sirh, Iron Brick’s VP of Compliance and Contracts, our legal and contracts team will ensure operational efficiency and effectiveness as we move forward with contract administration and operations. • Mr. Sirh supported a similar role at Mythics Inc for 10+ years and has over 20 years of experience nego7a7ng manufacturing terms and condi7ons for contract vehicles. He also ensures corporate policies and Iron Brick’s ISO framework adhere to contract requirements and promote compliance and high ethical standards. ��

K. State the amount of Supplier’s Public Agency sales for the previous ﬁscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous ﬁscal year along with a key contact for each. L. Describe Supplier’s informa7on systems capabili7es and limita7ons regarding order management through receipt of payment, including descrip7on of mul7ple plaeorms that may be used for any of these func7ons. Iron Brick Associates LLC leverages several Tier 1 enterprise software tools to run our business. employ NetSuite’s ERP and CRM applications to manage the complete customer lifecycle from the first point of contact to billing and ongoing customer support. We have also designed and built our PLM system to track Manufacturer price lists and resulting contract modifications through the entire life cycle. • SalesForce.com. SalesForce runs our cri7cal back-oﬃce CRM sales opera7ons and processes. SalesForce will help IB provide complete customer lifecycle management from marke7ng automa7on, opportunity management and customer service. In addi7on, as our business scales, leveraging SalesForce.com’s repor7ng capabili7es will help us generate project-speciﬁc and comprehensive performance reports required by the Master Agreement. • Deltek. IB u7lizes Deltek for our key ERP func7ons such as accoun7ng, 7mekeeping, Travel and Expense Management, order management and customer invoicing. • MSFT SharePoint and MSFT Teams. Collaboration and communication is a key to our success as we manage our business from quoting, deal management and sales through customer success, invoicing and contract administration. Our team leverages SharePoint for document management, sharing and version control. We use MSFT Teams for day to day team collabora7on across sales, opera7ons and legal / compliance to ensure real 7me communica7on as we go to market. • Order Management. We believe inves7ng the necessary resources into providing our customers and OEMs accurate and 7mely quotes compliant with our Manufacturer's then-current terms and condi7ons helps streamline the fulﬁllment of orders by reducing the number of order modiﬁca7ons. Nevertheless, we employ the same diligence in our Order Management processes described in the table on the next page. ��

Procedure Activities Accepting Customer Purchase Order
• Sales Representative (Sales) receives and confirms receipt of a Customer Purchase Order (PO) • Sales reviews the Customer PO. Sales notifies the Customer and receives updated Customer PO if changes are required. • Sales creates Sales Order (SO) and updates opportunity status in SalesForce • Accounting Representative (Accounting) is notified of pending SO in SalesForce • Accounting quality checks SO and accompanying paperwork. Accounting informs Sales and receives updated Customer PO if changes are required. • Accounting accepts SO Submitting Vendor Purchase Order • Accounting creates a Vendor Purchase Order (PO) package • Sales receives a notification of pending Vendor PO package in SalesForce for approval • Sales reviews the Vendor PO package. Sales notifies Accounting and receives updated Vendor PO package if changes are required. • The sales Manager reviews the Vendor PO package. Sales Manager notifies Sales and receives an updated Vendor PO package if changes are required. • Contract Representative (Contracts) notified of Vendor PO package in SalesForce for approval • Contracts review the Vendor PO package against Vendor approval, if necessary. In addition, Contracts notifies Sales and receives an updated Vendor PO package if changes are required. • Accounting receives the notification of the approved Vendor PO package and releases it to the Vendor. Tracking Delivery Confirmation and Submitting Invoices After the Vendor PO package is sent to the Vendor, Accounting submits a Customer Invoice: • In most cases, licenses are immediately invoiced because the customer can download the software instantly. • Services are invoiced upon Project Manager approval. Billing terms are dependent upon Customer Acceptance Terms in the contract. • Cloud services are invoiced monthly upon validation of consumption. • Hardware is invoiced upon confirmation of Customer Delivery. • Internal Hardware Tacking Team performs daily updates for all outstanding hardware shipments. • Because partial deliveries may take place, partial invoices may be submitted. • Hardware and License Support is invoiced after the Vendor processes the Vendor PO package and provides customer tracking identification unless other billing terms are required. • Upon receipt, Sales submits customer tracking identification to Customer. • Training credits are invoiced immediately. Other Training is invoiced according to billing terms. Collections and Payment • Customers may request estimated payments before the invoice due date. • Collections calls are made within one week after an invoice is past due. • Application of Customer Payment in Deltek closes the open invoice. • We provide closeout assistance upon customer request, provided ��

purchase requirements have been fulfilled, and all payment obligations have been met. Custom Reporting As described above, we use SalesForce.com and Deltek for CRM and ERP requirements, allowing us to quickly and easily provide management reports for each eligible agency. We track customer purchases at the line-item level, capturing product and service names, metrics, quantities, terms, units, and extended costs. This detail allows us to quickly and easily run reports by region, state, and individual customer or eligible agency. We also track procurement information, including the type of purchase made, i.e., purchase order, procurement card, or other procurement options, and provide customized billing report Contract Sales Reporting Iron Brick will submit Contract Sales Reports for each calendar month to OMNIA Partners by the 10th day of the following month in the prescribed format. Project Reporting In addi7on, we leverage various industry-standard tools and techniques to manage and deliver other key opera7onal elements of our business. Tool Description Timekeeping We enter and track all time against projects on a weekly basis in our Deltek accounting system. This system is also used to manage project financials and invoice payments Schedule We utilize Microsoft to develop and track project schedules. Risk Management We manage risk on the project utilizing a standard risk register. Project Communication On certain projects, we stand up a collaboration room via SharePoint and Teams. All pertinent documents and communication around the project are stored and maintained within the SharePoint site. Travel and ODCs We utilize Deltek for travel and other expense reporting. Office Automation We utilize standard office automation (Microsoft Word, Excel, PowerPoint) for the creation and management of documents and collateral pertinent to the project in versions acceptable to the authorized user. M. Provide the Contract Sales (as deﬁned in Sec7on 12 of the OMNIA Partners Administra7on Agreement) that Supplier will guarantee each year under the Master Agreement for the ini7al three years of the Master Agreement (“Guaranteed Contract Sales”). $ 30,000,000.00 in year one (Base Period Contract value) $ 50,000,000.00 in year two (Base Period Contract value) $ 75,000,000.00 in year three (Base Period Contract value) *Most Workday Base period terms are 5 or 10 years ��

To the extent Supplier guarantees minimum Contract Sales, the Administra7ve Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. Since its founding in 2005, Workday Inc. has u7lized a direct sales model across their public and private sector business, growing revenue to over $7B. To scale their business and address internal capacity challenges, the Workday public sector leadership has stated they will transi7on to an indirect sales model. Iron Brick Associates LLC., is a leader in helping Workday make this transi7on and we are a disrupter and change agent in driving the transforma7on. Because of this cultural shiG and transi7on that will take place over the next 36 months, Iron Brick cannot guarantee any contract sales. The numbers we have provided are only es7mates and targets we feel comfortable sharing based on our industry exper7se, heavy engagement with the Workday SLED leadership and Workday pipeline projec7ons and market posi7on. N. Even though it is an7cipated many Public Agencies will be able to u7lize the Master Agreement without further formal solicita7on, there may be circumstances where Public Agencies will issue their own solicita7ons. The following op7ons are available when responding to a solicita7on for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If compe77ve condi7ons require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to u7lize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alterna7ve or mul7ple proposals are permiVed, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or addi7onal proposal. Detail Supplier’s strategies under these op7ons when responding to a solicita7on. Iron Brick Associates, LLC. advocates for our SLED customers in seeking deeper discounts from our Manufacturers. It’s one of our core value-adds. Many customers are unaware of the leverage that drives better pricing. We help develop business cases on behalf of our customers to get better deals, requesting our Manufacturers consider the customer’s business context, desired products, guaranteed quantity, annual spend, account growth potential, restructuring licensing programs, trade-ins, and competitive take outs. On occasion, deeper discounts may also become available due to Manufacturer-specific special offers, value-adds, bundles, and rebates and which we market to our customers. ��

i. Iron Brick anticipates responding with better than Master Agreement pricing through the non-standard discounts offered at the order level via our OEMs. Very few ERP SaaS opportunities are non-competitive, so discounts determined on a deal-by-deal basis does happen. Of the opportunities flowing directly through the Master Agreement, we expect a mix of orders at or below the Master Agreement pricing. All revenue flowing through our Master Agreement will be reported by Iron Brick to OMNIA Partners. ii. In cases where clients decide to issue a competitive solicitation for, discounts below the Master Agreement may be extended by the OEM. In these competitively solicited situations, Iron Brick expects to see pricing mostly below the Master Agreement. All revenue flowing through our Master Agreement will be reported by Iron Brick to OMNIA Partners. iii. Iron Brick Associates, LLC. works very hard to expertly position OMNIA Partners and our Master Agreement as the primary option for SLED organizations to acquire Workday and our line card of OEMs and Services Providers. There may be cases where Iron Brick completes contracts with SLED organizations outside of the Master Agreement. The OEM ultimately determines their discount and pricing strategy for a given opportunity based on many criteria such as the volume of the order, the length of the term, the competitive landscape of the acquisition cycle and the customer budget as examples. iv. In this scenario, the OEM ultimately determines their discount and pricing strategy for a given opportunity based on many criteria such as the volume of the order, the length of the term, the competitive landscape of the acquisition cycle and the customer budget as examples. ��
Version June 26, 2024
E
xhibit B
Administration Agreement, Example

ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this “ Agreement”) is made this ___ day of ______ 20__, between OMNIA Partners, Public Sector, Inc., a Delaware corporation (“ OMNIA Partners”), and ________________ (“Supplier”).

RE
CITALS
W HEREAS , the ___________________ (the “ Principal Procurement Agency ”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “ Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ____________________________ (the “Product”);
W HEREAS , said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B ) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; W
HEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies;
W
HEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency;
W
HEREAS, Principal Procurement Agency desires OMNIA Partners to proceed with administration of the Master Agreement; and
W
HEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier.

NO
W, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows:

FINITIONS

1. C
apitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement.

TBD
TBD
Iron Brick Associates, LLC
��
TERMS

AND CONDITIONS

2. The Ma
ster Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in th e Master Agreement are incorporated herein and are an integral part hereof; provided that mutually agreed upon changes set forth in Offeror 's proposal shall be added into the body of the Contract and shall not be solely contained in an attachment. Further, for clarity, that in respect to d elivery of products and services under the agreement that the applicable Manufacturer's terms and conditions would apply and control.

3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance. Furthermore, OMNIA Partners shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability th at may arise from the acts or omissions of Supplier in connection with the Master Agreement.

4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on beh alf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement.

5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement.

6. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, when applicable, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United Stat es federal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Gramm-Leach-Bliley Act, the Massachusetts Data Secu rity Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal.

Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (col lectively, “Data Regulations”).

With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Supplier agrees that it will n ot: ( i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information to another
Version June 26, 2024
��
business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement . By entering into the Agreement, Supplier certifies that it understands the sp ecific restrictions contained in this Section 6 and will comply with them. For purposes hereof, “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of “personal information” as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third party “request to know” or “request to delete” (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners ’ behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete.

7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA

PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS’ PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA

PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL,

INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM OF AGREEMENT; TERMINATION

8. Not withstanding the following subsection, for the purposes of clarification, the termination provisions of the Manufacturer Terms and Conditions as defined in offeror's proposal shall control with respect to termination rights regarding the delivery of items under this Contract. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 7 and 10 – 21, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.

NATIONAL PROMOTION

9. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Ag encies and such ag encies’ employees.

Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website (www.omniapartners.com/publicsector ) o r executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases.

10. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of mark eting materials as reasonably requested by Principal Procurement Agency and OMNIA Partners. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website.

Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and Version June 26, 2024
��
Version June 26, 2024
images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval fro m the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.

ADM

INISTRATIVE FEE, REPORTING & PAYMENT

From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.

12. S upplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners , summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report ”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

13. A dministrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 12, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the A dministrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full.

14. S
upplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners’ sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. In the event an underreporting of Contract Sales and a resulting material underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners’ 1 ��
Version June 26, 2024
r
easonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners’ costs and expenses related to such audit.

ENERAL PROVISIONS
1 5. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail. 1 6. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any A dministrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled.
17 . This Agreement and OMNIA Partners’ rights and obligations hereunder may be assigned at OMNIA Partners’ sole discretion to an affiliate of OMNIA Partners, any purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of l aw or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners.
18 . All written communications given hereunder shall be delivered by first -class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below.

A. O
MNIA Partners:

O
MNIA Partners
5001 Aspen Grove
Franklin, TN 37067
Attention: Legal Department - Public Sector Contracting B. S
upplier:
____________________
____________________
____________________
____________________
19 . If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.

20. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be Iron Brick Associates, LLC
362 Old Hollow Rd
Sperryville, VA 22740
[email protected]
��
Version June 26, 2024
deeme
d a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.

21. This
Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein.

22. This
Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.

23. This A
greement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or simi lar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever.

IRON BRICK ASSOCIATES, LLC OMNIA PARTNERS, PUBLIC
SECTOR, INC.

Signature Signature
Sarah E. Vavra
Name Name
Sr. Vice President, Public Sector
Contracting
Title Title
Date Date
Peter Sirh
VP
October 31, 2024
��
��
Version June 26, 2024
Exhibit F
Federal Funds Certifications

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non– Federal entity considers it a contract, when the substance of the transaction meets the defini tion of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass -through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302 –6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non –Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non –Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non –Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non –Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability; or (2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non –Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost-reimbursement contract aw arded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement. ��

Version June 26, 2024

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Pass-through entity means a non –Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non –Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non –Federal entity may purchase property or services using small purchase methods. Non –Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of th is part, the simplifie d acquisition threshold is $ 250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204 -24 and FAR 52.204 -25, solicitations and resultant contracts shall contain the following provisions.

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)
The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Governmen t in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services —Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications -Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or service s, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3. (a) Definitions. As used in this provision—
��
Version June 26, 2024
Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 -232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility int o any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 - 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition appl ies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility int o any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that—
(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that — It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer . (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant t o determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

X
X
��
Version June 26, 2024
(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offe r:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant t o determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation , reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administrati on Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).
��
Version June 26, 2024
Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 -232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services a s a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 - 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception a t paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver descri bed in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Ent ity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. ��
Version June 26, 2024
(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commer cial items.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pur suant to 2 C.F.R. § 2 00.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determin ed b y the Ci vilian Agency Acquisition Co uncil a n d the Defense Acquisition Re gulations Co uncil (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or leg al remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Does offeror agree? YES Initials o f A uthorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any a greement in excess of $10,000 resulting from this procuremen t process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? Y E S Initials o f A uthorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise pro vided under 41 CFR Part 60, all contracts that meet th e definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided u n der 41 CFR 6 0 -1.4(b), in a c c o r d a nce with Exec utive O r der 1 1 2 46, “E qual E mployment Oppor tunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to E qual Employment Opportunity,” and implementing regulations at 41 CFR part 60, “O ffice of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? Y E S Initials of Authorized Representative of offeror (D) Davis-Bacon Ac t, as a m ended ( 40 U.S.C. 3 1 4 1 - 3 1 48). Wh en re quired b y F e d e ral p rogram legislation, all p r i me construction contracts in exce ss of $2 ,000 awarded by non-Federal entities must include a pro vision for c ompliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR P a r t 5, “La bor Sta ndards Provisions Ap plicable to Contracts Covering Feder ally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a r a t e n o t less th an t h e p r e vailing wag es s p ec i fied in a w a g e d e t e r m i n a t i o n m a d e b y the Secretary of La bor. In addition, contractors must be re quired to p ay wages not less than once a wee k. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a co ntract or s ubcontract must b e c onditioned upon the acc eptance of the wage dete rmination. The non -F ederal entity must report all suspected or report ed violations to the Federal awarding agency. The contracts must also include a pro vision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor re gulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or P ublic Work ��

Version June 26, 2024

Financed in Whole or in P art by Loans or Gra nts from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non - F e d e ral entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to F ed e ral Rule (D) ab ove, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials of Authorized Representative of offeror

(E) Contract Work Hours and Safety Sta ndards Act (40 U.S.C. 3701-370 8). Where applicable, all contracts awarded by the non-Federal entity in e x c ess o f $ 1 0 0,000 that invo lve the e mployment of me chanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is perm issible provided that the worker is co mpensated at a rate of not less than one and a h alf times the bas ic rate of p ay for all hours worked in excess of 40 hours in the work week. The requirements o f 40 U.S.C. 3704 are applicable to construction work and pro vide that no laborer or mechanic must be re quired to work in surroundings or under working conditions which are unsanitary, hazar dous or da ngerous. These re quirements do not a pply t o the purchases o f s upplies or materials or articles ordinarily a vailable o n the op en m a r ket, or contra cts for trans portation or transm ission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and S afety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror

(F) Rights to Inv entions Made Under a Contract or Agreement. If the Feder al award meets the definition of “ funding agreement” under 37 CFR § 401.2 ( a) a n d the recip ient or s ubrecipient wish es t o enter into a c ontract with a sm all business firm or nonprofit organization regarding the s ubstitution of part ies, as signment or per formance o f experimental, d e velopmental, or resear ch work under that “ funding agre ement,” t h e r e c i pient or subrecipient mus t comply with the re quirements of 37 CFR Part 40 1, “Rights to Inv entions Made by Nonprofit Organizations and Sm all Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Does offeror agree? YES Initials of Authorized Representative of offeror

(G) Clean A i r Act ( 42 U . S.C. 7 4 0 1 - 7 6 71q.) a nd the Feder al Water P ollution Control Act ( 33 U . S.C. 1 2 5 1 - 1 3 87), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 138 7). Violations must b e r eported t o the Feder al awarding agen cy a n d the Regional Office o f the En vironmental Protection Agency (EPA)

Bell Gardens City CouncilMay 11, 2026

Bell Gardens City Council
May 11, 2026