Agenda packet — Finance Committee, June 23, 2025 (part 1 of 5)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, June 23, 2025 at 4:00 PM
Roll Call: Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
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"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
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To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID: 958 9549 7651 Passcode: 84326

PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the - 2 -
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Committee Members and placed in the record but will not be read aloud during the meeting.

Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.

Consent

1. Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval.

BUDGET; Kaceey Culbertson, 209-571-5855, [email protected] - 3 -
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Consent

2. Consider the First Amendment to the Agreement with Moss Adams, LLP Stockton, CA, for City Auditor and City Auditing Services to amend the original agreement to include the compensation language “per each Fiscal Year Audit Plan” and forwarding to Council for approval. (Funding Source: General Fund)  Motion recommending a First Amendment to the Agreement with Moss Adams, LLP Stockton, CA, for City Auditor and City Auditing Services to amend the original agreement to include the compensation language “per each Fiscal Year Audit Plan” and forwarding to Council for approval.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected] Consent

3. Consider an Agreement with RingCentral, Inc., for Annual Telecommunication Services for a total amount not to exceed $2,058,335 over five years and forwarding to Council for approval. (Funding Source: Information Technology Fund)  Motion recommending the Agreement with RingCentral, Inc., Belmont, CA, by utilizing the Competitive Bid Process from Region 4 ESC in partnership with OMNIA Partners, for Annual Telecommunication Services, for a three-year Agreement with two one-year extension options, for annual estimated amount of $411,667 and a total amount not to exceed $2,058,335 over five years; and forwarding to Council for approval.

IT; Kyle Ford, 209-571-5593, [email protected]
Consent

4. Consider the First Amendment with Mather Aviation, LLC, Mather, CA, for Aircraft Maintenance and Repair Services increasing the Agreement amount by $427,776 and extending the term of the Agreement from September 30, 2026, to September 30, 2027, and forwarding to Council for approval. (Funding Source: Various Funds)  Motion recommending the First Amendment with Mather Aviation, LLC, for Aircraft Maintenance and Repair Services increasing the Agreement amount by $427,776, to a new estimated annual amount of $195,848, a new total amount of $587,544 through the term of the Agreement and extending the term of the Agreement from September 30, 2026, to September 30, 2027; and forwarding to Council for approval.

POLICE DEPARTMENT; Kalani Souza, 209-572-9500, [email protected] Consent

5. Consider the Agreements for Fire Extinguisher Inspection, Testing and Maintenance Services to Firecode Safety Equipment, Inc., Sacramento, CA and National Fire Systems, Inc. Sacramento, CA for a total combined amount not to exceed $160,269 over five years and forwarding to Council for approval. (Funding Source: Building Maintenance Fund)
 Motion recommending the Award of Bid and Agreements for Fire Extinguisher Inspection, Testing and Maintenance Services to Firecode Safety Equipment, Inc., Sacramento, CA and National Fire Systems, Inc. Sacramento, CA for a two-year Agreement with three one-year extension options, for a combined - 4 -
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estimated annual amount of $30,000, and a combined total amount not to exceed $160,269 over five years between the two agreements and forwarding to Council for approval.

PUBLIC WORKS; Gabe daSilva, 209-652-2579, [email protected] Consent

6. Consider an Engineering Services Agreement with West Yost Associates, of Davis, CA for the Salida Community Plan Water Supply Assessment and Water System Evaluation in a total Agreement amount not to exceed $102,410, entering into a Memorandum of Understanding with Stanislaus County and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion recommending an Engineering Services Agreement with West Yost Associates, of Davis, CA for the Salida Community Plan Water Supply Assessment and Water System Evaluation in the amount of $93,100, plus $9,310 in additional services, if needed, for a total Agreement amount not to exceed $102,410 and forwarding to Council for approval.  Motion recommending entering into a Memorandum of Understanding with Stanislaus County regarding reimbursement of costs related to the Salida Community Plan Water Supply Assessment and Water System Evaluation Project and forwarding to Council for approval.

UTILITIES; Jim Alves, 209-571-5557, [email protected]

NEW BUSINESS

7. Consider the First Amendment with SpryPoint Services, Inc., Charlottetown, P.E., for Utility Billing, Receivables and Cashiering Softwares to include SpryWallet as the Payment Gateway with an increase in the amount of $1,336,902 over two years and forwarding to Council for approval. (Funding Source: Various Funds)  Motion recommending the First Amendment increasing the Agreement amount with SpryPoint Services, Inc., Charlottetown, P.E., for Utility Billing, Receivables and Cashiering Softwares, to include SpryWallet as the Payment Gateway by $1,336,902, to a new total agreement amount not to exceed $3,728,862 through the next two years and forwarding to Council for approval.

FINANCE DEPARTMENT; Jeni Martin, 209-571-5892, [email protected]

8. Consider a Report on the upcoming River Trunk Realignment – Pump Station Construction Project. (Funding Source: Wastewater Fund)  Motion accepting a Report on the upcoming River Trunk Realignment – Pump Station Construction Project.

UTILITIES; Cristian Ciotau, 209-571-5175, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on - 5 -
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at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 23, 2025
Date: June 3, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Stephan Christensen, Office of Performance Management and Budget Director SUBJECT: Monthly Budget Adjustment Report – June 2025
CONTACT: Kaceey Culbertson, Budget Manager, [email protected], 209-571-5855
DESCRIPTION:

Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source:

Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Long-Term Financial Sustainability.

BACKGROUND:

Each month, staff presents a variety of budget adjustments requiring the approval of the City Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they are included as an attachment to this report (Exhibit A). As in past reports, adjustments are segregated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager and Office of Performance Management and Budget Director consistent with the authority levels that were approved by Council with the passing of the Fiscal Year 2024-25 Operating Budget via Resolution No. 2024-191. #1..
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Monthly Budget Adjustment Report – June 2025

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DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A.

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2024-25.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval.

Approved by:

Stephan Christensen, Office of Performance
Management and Budget Director
Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Finance Committee, June 23, 2025
Monthly Budget Adjustment Report

EXHIBIT A

COMMUNITY AND ECONOMIC DEVELOPMENT
 A budget adjustment of $109,839 is necessary to increase the expenditure budget for activity delivery related to the Vine Street project (101185) housed in Fund 1170. This adjustment will ensure ongoing reporting and communication. Additionally, the adjustment is to also increase the CDBG revenue and related transfers related to the project, aligning with and covering these expenses.

FIRE DEPARTMENT
 A budget adjustment of $206,370 is necessary to increase the transfer out from the General Fund (0100) to the Grant – Operations Grants Reimbursed Fund (1341) to account for overtime expenses that are ineligible to be reimbursed by the MFD – 2020 Federal Emergency Management Agency (FEMA) Staffing for Adequate Fire and Emergency Response (SAFER) Grant. The transfer will be completed as part of the final close-out of the cost center and grant as all activity will be tracked in a new cost center for the MFD – 2023 FEMA SAFER Grant.

HUMAN RESOURCES
 A budget adjustment is necessary to recognize $133,183 in unbudgeted revenue in the Dental Insurance Fund, Fund 5350, to reflect actual revenue received, and appropriate the revenue to the Claims Payments account for expenses that came in higher than anticipated.
 A budget adjustment is necessary to recognize $1,133,878 in unbudgeted revenue in the Health Insurance Fund, Fund 5360, to reflect actual revenue received, and appropriate the revenue to the Claims Payments account for expenses that came in higher than anticipated.

MEASURE H
 A budget adjustment is necessary in the amount of $322,209 in the Fiscal Year 2023/2024 Measure H spending plan to re-appropriate revenue in the 23/24 Preventative Maintenance Project 101518 to the 23/24 Deferred Maintenance Project 101517 to award a contract with Platinum General Engineering LLC for construction on bathrooms at various City parks. There are sufficient funds available due to the completion of other renovation projects and the overall Measure H spending plan allocation is not changing. The expenditure budget was re-appropriated with City Council Resolution 2025-087, but this resolution did not include the revenue.

MEASURE L – ENGINEERING SERVICES DEPARTMENT
 A budget adjustment is necessary to transfer $336,354 from Fund 1420 – Surface Transportation/Measure L – Senate Bill (SB) 1 Maintenance of Effort (MOE) fund to Project 101042 - Paradise Road Active Transportation Plan in the Capital Grants – #1..
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Monthly Budget Adjustment Report

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Streets CIP Projects Fund (3160) to satisfy the Fiscal Year 2024-2025 MOE for Measure L. In addition, the project discretionary budget is being increased by the same amount.

PARKS NEIGHBORHOODS AND RECREATION
 A budget adjustment in the amount of $1,509,060 to reduce the expenditure budget in the Tuolumne River Regional Park Fund (6710) Project 101425 – ALH Fire Remediation as the insurance proceed have been allocated to other projects and the projects costs are now complete.

PUBLIC WORKS
 A budget adjustment is necessary to establish a transfer from the Surface Transportation Fund – Measure L/SB 1 Maintenance of Effort (MOE) Fund (1420) to the Surface Transportation Fund (1700) in the amount of $1,202,251 to offset transportation operations in the fund and meet the Senate Bill 1 RMRA/Measure L MOE requirement.  A budget adjustment in the amount of $5,605,366 is necessary to move the revenue from the Gas Tax Fund (1730) for the Senate Bill 1 (SB1) Road Maintenance Rehabilitation Account (RMRA) revenue to the newly created Road Maintenance and Rehabilitation – SB1 RMRA Fund (1760). The adjustment will also move the budgeted transfer from Fund 1730 to the Surface Transportation Fund (1700) to Fund 1760 by the same amount. The adjustment is being made to allow for more precise tracking of the SB1 RMRA funds by housing them in a new fund separately rather than in a fund mixed with other Gas Tax Funds.
 A budget adjustment in the amount of $773,200 is needed in the Capital Grants – Streets CIP Projects Fund (3160) for Project 101333 – Install Rectangular Rapid Flashing Beacons (RRFB) at 10 locations. The project recently received an E-76 for construction grant funds from the Department of Transportation (CalTrans) on May 28,2025. The adjustment will recognize the grant revenue and amend the project discretionary expenditure accounts.
 A budget adjustment in the amount of $215,200 is needed in the Capital Grants – Streets CIP Projects Fund (3160) for Project 101361 – Install Rectangular Rapid Flashing Beacons (RRFB) at 3 locations. The project recently received an E-76 for construction grant funds from the Department of Transportation (CalTrans) on May 28,2025. The adjustment will recognize the grant revenue and amend the project discretionary expenditure accounts.
 A budget adjustment in the amount of $1,704,500 is needed in the Capital Grants – Streets CIP Projects Fund (3160) for Project 101362 – Install Signal Heads at 70 Intersections. The project recently received an E-76 for construction grant funds from the Department of Transportation (CalTrans) on May 28,2025. The adjustment will recognize the grant revenue and amend the project discretionary expenditure accounts. #1..
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Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget Adj EXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-142 OPMB Dir 0100 General Fund 33340 - Airport Neighborhood Comm Center Repair & Maintenance - Vandalism Exp $ 10,000 $ (10,000) $ - AT-142 OPMB Dir 0100 General Fund 33340 - Airport Neighborhood Comm Center Repair & Maintenance - Real Property Exp $ 5,000 $ (5,000) $ - AT-142 OPMB Dir 0100 General Fund 33040 - Boy Scout Clubhouse Repair & Maintenance Exp $ 5,000 $ 15,000 $ 20,000 AT-145 DD 0100 General Fund CED - Building Safety Budget Only - Salary Adjustment - Decrease Exp $ - $ (45,500) $ (45,500) AT-145 DD 0100 General Fund CED - Building Safety Budget Only - Benefit adjustment - Decrease Exp $ - $ (19,500) $ (19,500) AT-145 DD 0100 General Fund CED - Building Safety Legal Services Exp $ - $ 35,000 $ 35,000 AT-145 DD 0100 General Fund CED - Building Safety Temporary Employee Services Exp $ - $ 30,000 $ 30,000 AT-148 OPMB Dir 0100 General Fund 33030 - Recreation Operations Repair and Maintenance - Real Property EXP $ 24,000 $ (24,000) $ - AT-148 OPMB Dir 0100 General Fund 33030 - Recreation Operations 73130 - Transfer Out TO $ - $ 24,000 $ 24,000 AT-149 OPMB Dir 0100 General Fund 33030 - Recreation Operations 57020 - Non-CIP Capital Exp $ 10,000 $ (10,000) $ - AT-149 OPMB Dir 0100 General Fund 33030 - Recreation Operations 71380 - Transfer Out TO $ - $ 10,000 $ 10,000 AT-150 OPMB Dir 0100 General Fund 31005 - Mary Grogan Soccer Complex 54501 - Services City Forces - Intrafund Exp $ 149,065 $ (65,000) $ 84,065 AT-150 OPMB Dir 0100 General Fund 31005 - Mary Grogan Soccer Complex 51040 - PT Salary Wages Exp $ 136,548 $ 65,000 $ 201,548 AT-153 DD 0100 General Fund 14410 - CED - Planning Budget Only - Salary Adjustment - Decrease Exp $ (192,409) $ (20,300) $ (212,709) AT-153 DD 0100 General Fund 14410 - CED - Planning Budget Only - Benefit Adjustment - Decrease Exp $ (82,461) $ (8,700) $ (91,161) AT-153 DD 0100 General Fund 14110 - CED - Administration Budget Only - Salary Adjustment - Decrease Exp $ - $ (25,200) $ (25,200) AT-153 DD 0100 General Fund 14110 - CED - Administration Budget Only - Benefit Adjustment - Decrease Exp $ - $ (10,800) $ (10,800) AT-153 DD 0100 General Fund 14110 - CED - Administration Services City Forces - Interfund Exp $ 110,358 $ (105,000) $ 5,358 AT-153 DD 0100 General Fund 14410 - CED - Planning Professional Services Exp $ 38,400 $ 170,000 $ 208,400 Total Changes for Fund 0100 $ 213,501 $ - $ 213,501
AT-143 OPMB Dir 1341 Grants - Operation Grants
Reimbursed HD39 Advertising Exp $ 4,758 $ (2,742) $ 2,016 AT-143 OPMB Dir 1341 Grants - Operation Grants
Reimbursed HD39 Professional Services Exp $ 37,800 $ 5,313 $ 43,113 AT-143 OPMB Dir 1341 Grants - Operation Grants
Reimbursed HD39 Svcs City Forces Exp $ 7,442 $ (2,571) $ 4,871 AT-144 CM 1341 Grants - Operation Grants
Reimbursed TCU20 Intergov-State/CalRecycle Rev $ 37,325 $ 37,325 AT-144 CM 1341 Grants - Operation Grants
Reimbursed TCU20 AUC - Professional Services Exp $ 18,750 $ 18,750 AT-144 CM 1341 Grants - Operation Grants
Reimbursed TCU20 AUC - Svcs City Forces - Interfund Exp $ 18,575 $ 18,575 AT-152 CM 1341 Grants - Operation Grants
Reimbursed 101664 - TEA32 Intergov - State/CalRecycle Rev $ - $ 30,853 $ 30,853 This budget adjustment will transfer unused Repair and Maintenance budgets (53110, 53150) from the Airport Neighborhood Community Center Cost Center 33340 to fund repairs to the Boy Scout Club House rental facility housed in Guest Services Cost Center 33040.

A budget adjustment in the amount of $170,000 is necessary to reallocate budget between the same fund and department. The adjustment is necessary due to contract obligations due to staffing changes.

Project 101443 is for HD39 which is a grant from CalRecycle to provide education and disposal events for household hazardous waste to our residents. CalRecycle approved a budget adjustment for the allocation of these expenses. This adjustment will align our City budget with the approved CalRecycle budget.\
The City of Modesto received grant funding from CalRecycle for tire cleanup throughout the City. This grant will provide funding for staff time collecting tires that have been illegally dumped in the public right-of-way and disposal of tires through a licensed recycler.

A budget adjustment is necessary in the amount of $65,000 to utilize salary savings to pay for underbudgeted Legal Services and Temporary Employee Services.

A budget adjustment is necessary in the amount of $24,000. The reduction of $24,000 of repair and maintenance - real property in cost center 33030 will be used to increase the expenditure budget in the Non-Capital Project via the transfer of funds from the General Fund to fund 3130 (Parks Fund) in the same amount. This project will consolidate storage to one location, improving equipment availability, reduce staff time and travel, and increase employee safety.

The Culture Commission has a budget of $10,000 to spend during FY24-25. The Commission will be using the funds for a 150th Commemoration mural that will not be completed by the end of the fiscal year. The reduction of $10,000 of Non-CIP Capital in cost center 33030 will be used to increase the expenditure budget in the Non-Capital Project - Arts in Public Places Task 10395 via the transfer of funds from the General Fund to Fund 1380 (Non-Capital Parks Fund) in the same amount.

The Mary Grogan Soccer Complex cost center (31005) utilizes staff from the Park Operations Division via DCA. This budget adjustment will move 65,000 of PT staffing funds from 54501 to 51040 to accommodate Park Operations PT staff that were directly hired into the cost center.

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Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget Adj EXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-152 CM 1341 Grants - Operation Grants
Reimbursed 101664 - TEA32 AUC - Advertising Exp $ - $ 200 $ 200 AT-152 CM 1341 Grants - Operation Grants
Reimbursed 101664 - TEA32 AUC - Svcs City Forces Exp $ - $ 20,180 $ 20,180 AT-152 CM 1341 Grants - Operation Grants
Reimbursed 101664 - TEA32 AuC - Business Expenses Exp $ - $ 9,573 $ 9,573 AT-152 CM 1341 Grants - Operation Grants
Reimbursed 101664 - TEA32 AUC - Cell Phones Exp $ - $ 900 $ 900 Total Changes for Fund 1341 $ 50,000 $ 136,356 $ 186,356 AT-149 OPMB Dir 1380 Non-Capital Parks Fund 100880 - Parks Fund Development Project 10395 - Arts In Public Places Task TI $ 23,500 $ 10,000 $ 33,500 AT-149 OPMB Dir 1380 Non-Capital Parks Fund 100880 - Parks Fund Development Project Arts in Public Places - 10395 Exp $ 23,500 $ 10,000 $ 33,500 AT-151 OPMB Dir 1380 Non-Capital Parks Fund 101590 - Historical Properties Donations 47031 - Miscellaneous Donations/Contributions Rev $ 5,518 $ 1,274 $ 6,792
AT-151 OPMB Dir 1380 Non-Capital Parks Fund 101590 - Historical Properties Donations Au C - McHenry Mansion Exp $ - $ 90 $ 90 AT-151 OPMB Dir 1380 Non-Capital Parks Fund 101590 - Historical Properties Donations Au C - McHenry Museum Exp $ 5,518 $ 1,274 $ 6,792 AT-158 OPMB Dir 1380 Non-Capital Parks Fund 101479 - Historical Property Improvements 47031 - Miscellaneous Donations/Contributions Rev $ - $ 8,425 $ 8,425
AT-158 OPMB Dir 1380 Non-Capital Parks Fund 101479 - Historical Property Improvements AUC-Janet Lancaster Exp $ - $ 8,425 $ 8,425 Total Changes for Fund 1380 $ 58,036 $ 39,488 $ 97,524
AT-147 CM 1800 Economic Development/Strategic
Plan Fund 101598 - Martin Project CS-CD-Time and Materials Fee Rev $ 10,000 $ 30,000 $ 40,000 AT-147 CM 1800 Economic Development/Strategic
Plan Fund 101598 - Martin Project AuC - Svcs City Forces - Interfund Exp $ - $ 12,000 $ 12,000 AT-147 CM 1800 Economic Development/Strategic
Plan Fund 101598 - Martin Project AuC - Professional Services Exp $ 10,000 $ 18,000 $ 28,000 Total Changes for Fund 1800 $ 20,000 $ 60,000 $ 80,000
AT-148 OPMB Dir 3130 Parks Fund 101389 - Enslen Park Improvements 60100 - Transfer In TI $ 48,000 $ 24,000 $ 72,000 AT-148 OPMB Dir 3130 Parks Fund 101389 - Enslen Park Improvements AuC - Business Expenses EXP $ 48,000 $ 24,000 $ 72,000 Total Changes for Fund 3130 $ 96,000 $ 48,000 $ 144,000 AT-140 CM 3160 Capital Grants - Streets CIP
Projects 101653 - Claus and Sylvan Fiber Drop 42110 - Intergov - State -CA. Dept of Transportation Rev $ - $ 39,600 $ 39,600 AT-140 CM 3160 Capital Grants - Streets CIP
Projects 101653 - Claus and Sylvan Fiber Drop AUC-EDA - Svcs City Forces - Interfund Exp $ - $ 39,600 $ 39,600 AT-154 OPMB Dir 3160 Capital Grants - Streets CIP
Projects 101572 - HAWK 16th at H and I Construction Exp $ 425,000 $ (40,000) $ 385,000 AT-154 OPMB Dir 3160 Capital Grants - Streets CIP
Projects 101572 - HAWK 16th at H and I City Construction Forces Exp $ 75,000 $ 40,000 $ 115,000 Total Changes for Fund 3160 $ 500,000 $ 79,200 $ 579,200 AT-141 CM 3255 Tivoli CFD CED - Tivoli Annexation, Formation and Annual Maintenance Professional Services Exp $ - $ 3,500 $ 3,500 AT-141 CM 3255 Tivoli CFD CED - Tivoli Annexation, Formation and Annual Maintenance Legal Services Exp $ - $ 2,500 $ 2,500 AT-141 CM 3255 Tivoli CFD CED - Tivoli Annexation, Formation and Annual Maintenance Services City Forces - Interfund Exp $ - $ 3,500 $ 3,500 Total Changes for Fund 3255 $ - $ 9,500 $ 9,500
A budget adjustment of $30,000 is necessary to reclassify available time and materials budget from staff time to professional services to account for legal expenditures related to the Martin Project.

A budget adjustment of $9,500 is necessary to recognize developer deposits received and establish budget for Tivoli Annexation #1.

A budget adjustment is necessary to move funds from the Construction task to the City Construction Forces task within Project 101572. This project is complete and only anticipating minimal expenses and the adjustment is needed to clean-up the negative task. There are sufficient funds in the construction task to move.

A budget adjustment is necessary to establish the EDA for Project 101563 - Claus and Sylvan Fiber Drop. The Department of Transportation recently awarded funds for EDA on 3/11/2025 in the amount of $39,600. The grant funds require no local match as toll credits are being utilized in lieu of non- federal match.

This budget adjustment will recognize recent donations to the Historical Properties Improvements project 101479 of $8,425 for the Janet Lancaster History Center. It will also create a new Task named Janet Lancaster to identify those funds.

A budget adjustment is necessary to recognize recent donations to the Historical Properties donations project in the amount of $1,274.

The City of Modesto received grant funding from CalRecycle for tire cleanup throughout the City. This grant will provide funding for staff time collecting tires that have been illegally dumped in the public right-of-way and disposal of tires through a licensed recycler.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 23, 2025
Date: June 12, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: First Amendment to Moss Adams, LLP Agreement
CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider the First Amendment to the Agreement with Moss Adams, LLP Stockton, CA, for City Auditor and City Auditing Services to amend the original agreement to include the compensation language “per each Fiscal Year Audit Plan” and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This item supports the 2025-2026 Strategic Plan’s Service Delivery Goals and Strategies - Goal J: Build a high-performance organization.

BACKGROUND:

In February 2008, Modesto voters approved Measure M, otherwise entitled “The Accountability in City Hall Measure of 2008” which focused on amending Modesto’s Charter in ways that served to create a more open process in Modesto City governance. It particularly served to increase the oversight capacity of the elected Mayor and Councilmembers over certain matters such as budget and City operations. One such way proposed under the measure to provide greater opportunity to review City efficiencies was the creation of a separate Office of the City Auditor, who would serve as an independent Charter Office answering directly to the Council.

The Charter amendment also specifically delineated the duties of the City Auditor, with particular emphasis on the conduct of City process, or performance audits.

The City of Modesto Charter Article 9, Section 902.1, outlines the requirements of the Office of the City Auditor and the powers and duties. These include financial and performance audits to ensure activities and programs are conducted efficiently and compliant with applicable laws and #2..
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Finance Committee, June 23, 2025
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regulations. The City Auditor also is charged with the methods of acquiring and expending resources.

Government agencies employ varying methods of ensuring the duties of the Office of the Auditor are fulfilled, ranging from employing an individual to utilizing a firm. The City has utilized both of these options in fulfilling the duties.

On September 12, 2023, by Resolution 2023-425, the City Council approved the appointment of Ms. Colleen Rozillis, as City Auditor, and approved an Agreement for Auditing Services between the City of Modesto and Moss Adams, LLP, Stockton, CA for an amount not to exceed $250,000 annually and authorized the Mayor, or her designee, to execute the Agreement.

As of 2018, the Office of the City Auditor was vacant. The Council opened a search through the executive recruitment firm Neher & Associates. However, after an extended period, the recruitment was unsuccessful. A Charter review began in 2019 and due to the pandemic, was completed in 2022. Recommendations were added to the ballot for the November 2022 election that amended the qualifications candidates must possess, making recruitments more inclusive of varying certifications and experience. This aimed to ensure a larger candidate pool. Given these anticipated changes, it was prudent for the City to hold off the recruitment to ensure the candidates had the proper qualifications.

In March 2023, Council directed staff to initiate a Request of Proposals (RFP) for an executive recruiter in order to launch a national search for candidates. The City held contracts with five recruitment firms, which was approved by Council by Resolution No. 2021-347 on September 7, 2021. Staff requested quotes and three (3) proposals were received. Ralph Anderson and Associates was selected based on their extensive experience with national high-level executive searches.

Staff was also directed to initiate a RFP for firms capable of serving the needs of the City regarding City Auditing services. The RFP was launched simultaneously with the executive search. This would allow all alternatives to be evaluated and considered.

The executive recruitment was successful in producing four qualified candidates, of which three (3) accepted an invitation to interview. The RFP produced three (3) qualified firms, all of which accepted an invitation to interview. Interviews were conducted on July 10, 2023, and evaluated on their experience, expertise, and ability to fulfill the needs of the City.

Upon completion of the interviews of both individuals and the consulting firms, the Council determined that the firm, Moss Adams, LLP (“Moss Adams) Stockton, CA, was the most qualified and selected Collen Rozillis to be appointed to the position of City Auditor. Section 902.1 of the Modesto City Charter establishes the required qualifications of the City Auditor, which consists of adequate professional proficiency for the job, demonstrated by relevant certifications such as Certified Internal Auditor (CIA), Certified Public Accountant (CPA), or Chartered Accountant (CA), or have an advanced degree and at least five (5) years of experience in government auditing, evaluation, or analysis. and Ms. Rozillis satisfied all requirements. The Charter does not require the City Auditor to be an employee of the City.

Similar to the Office of the City Attorney, the City Council may choose to hire a qualified firm to provide city auditor services and designate a member of the firm to serve as the City Auditor.

Ms. Rozillis may assign other qualified employees of Moss Adams, LLP, to perform auditing services, but Ms. Rozillis will remain responsible for ensuring that all services are provided in accordance with the requirements of the agreement and the City Charter. Moss Adams, LLP #2..
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Finance Committee, June 23, 2025
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may not assign any other individual to serve as the City Auditor other that Colleen Rozillis without the prior approval of the City Council.

The Agreement will remain in effect until terminated. The City Council may terminate the agreement at any time, for any reason.

DISCUSSION:

The Original Agreement with Moss Adams, LLP, has an annual not to exceed amount of $250,000 per year. However, due to the agreement starting in September and not the fiscal year, July of each year, under the current Moss Adams, LLP agreement, no more funds can be released until September of each year. With the current language of an annual amount to not exceed $250,000 per year, this language does not provide the authority to carryover available amounts on a fiscal year.

A First Amendment to the original agreement is necessary as City audits are performed based on the fiscal year audit plan. Audit services can potentially roll over into the next depending on the scope of work and timing of services. As a result, by allowing funding to be released per the fiscal year audit plan, Audit services can be captured and funded within their respective scheduled fiscal year.

On May 20, 2025, Moss Adams, LLP, announced to the City of Modesto a transaction that will accelerate their business and deliver a stronger value proposition to its clients. The transaction is a combination of Moss Adams and Baker Tilly, a leading advisory, tax and assurance firm.

After the closing day of the merger, June 3, 2025, the current Moss Adams Agreement for City Auditor and City Auditing Services will now be assigned to Baker Tilly Advisory Group, LP (“BTAG”).

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.” By including the compensation language “per each Fiscal Year Audit Plan”, it will allow funds for the agreement to be released on a fiscal year basis.

FISCAL IMPACT:

YEAR 1: 9/12/23-9/11/24 YEAR 2: 9/12/24-9/11/25
YEARLY AMOUNT RELEASED $191,143.75 $223,400.00
.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a First Amendment to the Agreement with Moss Adams, LLP Stockton, CA, for City Auditor and City Auditing Services to amend the original agreement to include the compensation language “per each Fiscal Year Audit Plan” and forwarding to Council for approval.
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Finance Committee, June 23, 2025
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Christina Alger, Director of Human Resources
Joseph P. Lopez, City Manager
Attachments:

1. First Amendment to Moss Adams LLP Agreement

2. Resolution 2023-425 City Auditor and City Auditing Services

3. Exhibit A- Moss Adams Compensation

4. Original Moss Adams Agreement

5. Signed Letter of Consent: Moss Adams LLP becoming Baker Tilley Advisory Group, LP #2..
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FIRST AMENDMENT TO

AGREEMENT FOR CITY

AUDITOR AND AUDITING

SERVICES
This First Amendment to the Agreement for City Auditor and Auditing Services (“First Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “City”) and MOSS-ADAMS LLP, Stockton CA, (hereinafter “Firm”) as of ___________________________.

RECITALS
This First Amendment is made with regard to the following recital:

1. On September 12, 2023, the City and Firm entered into an Agreement for City Auditor and Auditing Services (“Original Agreement”) and the appointment of Ms. Colleen Rozillis as City Auditor by Resolution 2023- 425. The Original Agreement was effective on September 12, 2023 and will continue in effect until terminated in accordance with the provisions of the termination clause in this Agreement.

2. The City and Firm desire to amend the language in Section 3, COMPENSATION, Paragraph 1 of the Original Agreement.

NOW, THEREFORE, in consideration of this First Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this First Amendment, the parties agree as follows:

1. Section 3, COMPENSATION, Paragraph 1 of the Original Agreement is amended to read as follows: “City shall pay Firm an hourly rate of pay of TWOHUNDRED AND TWENTY-FIVE DOLLARS PER HOUR ($225) and an annual amount not to exceed TWO_HUNDRED FIFTY THOUSAND
DOLLARS ($250,000) per each Fiscal Year Audit Plan as full remuneration for #2..
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performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Firm of all of its duties and obligations under this Agreement.

2. Except as modified and amended by this First Amendment, all other provisions of the Original Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this First Amendment to the Agreement for City Auditor and Auditing Services by its City Manager and attested by its City Clerk under authority of Resolution No. 2025-_____ on the ________ day of ____________, 2025, and MOSS-ADAMS LLP has caused this First Amendment to be duly executed as of the Effective Date. to be duly executed #2..
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09/12/2023/HR/Calger/Item 28 1 2023-425

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-425

RESOLUTION APPROVING THE APPOINTMENT OF COLLEEN ROZILLIS

AS CITY AUDITOR, AND APPROVING AN AGREEMENT FOR AUDITING

SERVICES BETWEEN THE CITY OF MODESTO AND MOSS ADAMS, LLP, STOCKTON, CA FOR AN AMOUNT NOT TO EXCEED $250,000 ANNUALLY;

AND AUTHORIZING THE MAYOR, OR HER DESIGNEE, TO EXECUTE THE

AGREEMENT
WHEREAS, Section 900 of the Modesto City Charter provides that the City Auditor shall be appointed by and serve at the pleasure of the City Council of the City of Modesto, and
WHEREAS, in March 2023 the City Council began a recruitment for individual to serve as City Auditor, while a simultaneously initiate a Request for Proposals (RFP) for firms capable of serving the needs of the City regarding City Auditing services, and WHEREAS, the City Council interviewed three individuals and three firms qualified to serve as City Auditor, and
WHEREAS, the City Council evaluated the individuals and firms based on their experience, expertise, and ability to fulfill the needs of the City; and WHEREAS, upon completion of the interviews of both individuals and the consulting firms, the Council determined that the firm, Moss Adams, LLP, Stockton, CA, was the most qualified and selected Collen Rozillis to be appointed to the position of City Auditor, and
WHEREAS, the Charter does not require the City Auditor to be an employee of the City, and the City Council may choose to hire a qualified firm to provide city auditor services, and designate a member of the firm to serve as the City Auditor; and #2..
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09/12/2023/HR/Calger/Item 28 2 2023-425
WHEREAS, Moss Adams may not assign any other individual to serve as the City Auditor other that Colleen Rozillis without the prior approval of the City Council; and
WHEREAS, the City Council desires to appoint Colleen Rozillis as City Auditor effective September 12, 2023, and enter into an Agreement with Moss Adams, LLP, for auditor services, and
WHEREAS, in accordance with Modesto Municipal Code Sec. 8-3.204(a), Exceptions to Formal Bidding Requirements, the Agreement is for Professional Services and, therefore, exempt from the bidding requirement. The approval for the City Auditing services to Moss Adams conforms to Modesto Municipal Code 8-3.204, subsection (a) as they are providing Professional Services for City Auditing.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Modesto hereby appoints Colleen Rozillis to serve as City Auditor for the City of Modesto, effective September 12, 2023.

BE IT FURTHER RESOLVED that the Council hereby approves an Agreement for auditing services between the City of Modesto and Moss-Adams, LLP for an amount not to exceed $250,000 per year.

BE IT FURTHER RESOLVED that the Mayor, or her designee, is hereby authorized to execute the Agreement, in a form approved by the City Attorney.

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AGREEMENT FOR CITY

AUDITOR AND AUDITING

SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ______day of September, 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and MOSS-ADAMS LLP, a Washington limited liability partnership, hereinafter referred to as "Firm".

This Agreement is made with regard to the following recitals:

A. The Office of the City Auditor is established by Section 902.1 of the Modesto City Charter, and the duties of such office are set forth therein.

B. The City Council is hiring a City Auditor to plan, organization, direct and review the activities and operations for City Internal Auditing Services including: Conduct financial, operational, and performance audits to determine compliance with laws and the appropriate utilization of resources including public funds, personnel, property, equipment, and space to ensure efficiency of operations; review system of internal controls confirming the adequacy and effectiveness of the controls and that work complies with applicable professional standards; identify causes of inefficiencies or uneconomical practices including inadequacies in management information systems, internal and administrative procedures, organizational structure, use of resources, allocation of personnel, purchasing polices, and equipment; consult with operating departments to recommend appropriate improvements to procedures, review progress on implementing the recommended improvements, and ensure action is taken; conduct research, analysis, and special studies on complex and sensitive administrative and policy issues; prepare reports with recommendations for appropriate action; provide presentations on annual audit plans and results of audits to the Audit Committee and provide timely information and report progress and DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB 12th
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results of audits to City Council; and carry out such other powers and duties as set forth in Section 902.1 of the Modesto City Charter.

C. The City Council conducted a competitive recruitment to identify the individual or entity most qualified and best suited to fulfill the duties of the City Auditor, and desires to retain Firm to perform services as City Auditor. Colleen Rozillis, an employee of the Firm, shall be designated as the City Auditor.

D. Firm is qualified, willing and able to provide the services as City Auditor.

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Firm shall undertake and complete the preparation of the scope of workas set forth and described in the documents attached hereto and referred to within Exhibit"A" or "project".

The Firm shall perform the services as described in Exhibit "A"in a manner compatible with the standards of its profession and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until terminated in accordance with the provisions of the termination clause in this Agreement.

Firm shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. City hereby gives Firm notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of theEffective Date of this agreement. Firm shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

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City shall pay firm and hourly rate of pay is TWO-HUNDRED AND TWENTY-FIVE DOLLARS PER HOUR ($225) and an annual amount not to exceed TWO_HUNDRED FIFTY THOUSAND DOLLARS ($250,000) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Firm of all of its duties and obligations under this Agreement.

Firm shall invoice City not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All undisputed invoices shall be paid in full the following payment terms within thirty days after receipt of a properly prepared invoice, City will pay Firm “Net 30 terms via CITY’s ePay Program.” The City is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 CITY department/division name and address
 Billing period
 Service hours worked by day and week by individual
 Total
 Any other information reasonably requested by City

4. OBLIGATIONS OF FIRM.

Throughout the term of this Agreement, Firm shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Firmhas all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Firm will follow the applicable industry standard current, generally accepted and DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. APPOINTED CITY AUDITOR.

Colleen Rozillis is employed by Firm and will serve as the City Auditor pursuant to the Modesto City Charter Section 902.1, a copy of which is attached hereto and referred to herein as Exhibit “A” and incorporated herein by reference. As City Auditor, Colleen Rozillis will be responsible for the performance of the services referred to in this Agreement and for performing the services identified in the City Charter. Ms. Rozillis will file a Statement of Economic Interest (Form 700) both at the start and end of this Agreement, as well as annually in accordance with applicable regulations of the Fair Political Practices Commission. Colleen Rozillis may assign other qualified employees of the Firm to perform work under this Agreement, except that Colleen Rozillis shall remain responsible for ensuring that all services are provided in accordance with the requirements set forth herein. Firm may not assign any other individual to serve as the City Auditor other that Colleen Rozillis without the prior approval of the City Council. City has entered into this Agreement in reliance on those presentations by Firm.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All final reports, and other completed deliverables created under this Agreement and delivered to the City, hereunder excluding any Firm Material (defined below) contained or embodied therein (“Deliverables”) shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City for City’s internal use only (consistent with the purpose of the particular Services), and (ii) City may not alter or amend any Deliverables issued under Firm's name. Firm may retain a copy of Deliverables for archival purposes. Firm shall own: (i) its working papers and any engagement documentation; and (ii) any DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, materials, or other intellectual property which may have been discovered, created, received, or developed by Firm either prior to or as a result of providing services under the Agreement (collectively, "Firm Materials"). Firm retains all intellectual property rights in the Firm Materials (including any developments, improvements, and knowledge generated during or as a result of the performance of the project), andin any working papers compiled in connection with the project.

Upon payment for particular project and subject to the other terms of this Agreement, City may use any Firm Materials that are included in any Deliverables solely to the extent necessary to use the Deliverables.

Notwithstanding anything to the contrary in this Agreement, Firm and its personnel are free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of City.

Title to Data
All materials, documents, data or information provided by the City and furnished to Firm in the performance of this Agreement will at all times remain the propertyof the City. Such data or information may not be used or copied for direct or indirect use by Firm after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Each party agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from the other party, and in the case of the City, through the City Manager.

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8. INTEREST OF CONTRACTOR.

Firm warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Firm warrants that, in performanceof this Agreement, Firm shall not employ any person having any such interest. Firm understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Firm will not be entitled to any compensation for services performed. Firm agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Firm to modify the scope of services provided for under this Agreement. This Agreement, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. City will not be responsible to pay any charges Firm may incur in performing services not identified in Exhibit ‘A’ unless first authorized by the City in writing.

10. INDEPENDENT CONTRACTOR.

All acts of Firm, its agents, officers, and employees and all others acting on behalf of Firm relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Firm, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Firm has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Firm. It is understood byboth Firm and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

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Firm, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Firm shall determine the method, details and means of performing the work and services to be provided by Firm under this Agreement. Firm shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to thephysical action or activities of the Firm in fulfillment of this Agreement. Firm has control over the manner and means of performing the services under this Agreement. Firm is permitted to provide services to others during the same period service is provided to City under thisAgreement. If necessary, Firm has the responsibility for employing other persons or firms to assist Firm in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Firm, such persons shall be entirely and exclusively under the direction, supervision, and control of Firm. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall bedetermined by the Firm.

It is understood and agreed that as an independent contractor and not an employee of City neither the Firm or Firm's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as anagent, or to bind the City to any obligation whatsoever.

It is further understood and agreed that Firm must issue W-2 forms orother forms as required by law for income and employment tax purposes for all of Firm's personnel.

As an independent contractor, Firm hereby indemnifies and holds City harmless from any and all third-party claims that may be made against City based upon any contention by an employee of Firm that an employer-employee relationship exists between such DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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employee and the City by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Firm shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement.

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; (2) overnight courier service which obtains confirmation of delivery ;or (3) five (5)days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.

FOR FIRM: Name: Moss Adams LLP
Address: 999 Third Avenue, suite 2800
Seattle, WA 98104
Attn: Mark Steranka
With copies to: Moss Adams LLP
999 Third Avenue, suite 2800
Seattle, WA 98104
Attn: Legal Department
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Christina Alger, Human
Resources Director
Phone: (209) 571-5126

14. INSURANCE REQUIREMENTS.

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The Firm shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City.The certificates thereof shall provide that, thirty (30) days prior to cancellation or material changein the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent Firms and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

Upon failure of the Firm to furnish, deliver or maintain such insuranceand certificates as above provided, this Agreement, at the election of the City, may be forthwith DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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declared suspended or terminated. Failure of the Firm to obtain and/or maintain any required insurance shall not relieve the Firm from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Firm concerning indemnification. The City, its agents, officers, officials, employees, and volunteers shall be named as an additional insured (blanket endorsement acceptable) on Firm’s Commercial General Liability and Automobile Liability policies. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, officials, employees, and volunteers for losses arising from work performed by Firmfor the City. The Firm's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitationsto coverage provided to additionalinsured; and, shall be placed with insurer(s) with acceptable Best's rating of A-:VII or with approval of the Risk Manager. The Firm must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

FIRM shall provide CITY with blanket endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, FIRM shall provide CITY with a Workers Compensation subrogation waiver by way of a blanket endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the FIRM’S insurance coverage shall be primary insurance as respects the Entity, its agents, officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its agents,officers, officials, employees, and volunteers shall be excess of the FIRM’S insuranceand shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination by Firm
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Should City default in the performance of this Agreement or materially breach any of its provisions, or for any other cause, at its option Firm may terminate this Agreement by giving written notice to City, provided that City will have thirty (30) days to cure such breach.

The termination date shall be the effective date of the notice if City fails to cure. Forthe purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to cooperate reasonably with Firm, willful destruction of Firm's property by City, dishonesty or theft. Firm may terminate this Agreement, without cause, upon One Hundred Eighty (180) days prior notice to the City.

TerminationbyCity
The City may terminate the Firm's performance under the Agreement, with or without cause, and in its sole and absolute discretion, in accordance with the requirements of Section 900 of the Modesto City Charter, as it may be amended from time to time. TheCityshall endeavor to provide the Firm with consultation with the City prior to termination.

Termination for Failure to Make Agreed-Upon Payments
Should City fail to pay Firm all or any part of the payments set forth in this Agreement on the date due, at its option Firm may terminate this Agreement if the failure is not remedied within thirty (30) days after Firm notifies City in writing of such failure to pay. The termination date shall be the effective date of the notice.

Voluntary Termination
The parties may terminate this contract upon mutual written Agreement.

In the Event of Termination
If this Agreement is terminated pursuant to this Paragraph, Firm shallcease all its work on the project as of the termination date and shall see to it that its employees, DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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subcontractors and agents are notified of such termination and cease their work. If City so requests, and at City's cost, Firm shall provide sufficient oral or written status reports to make City reasonably aware of the status of Firm's work on the project. Further, (i) if City so requests,and at City's cost, Firm shall deliver to City any Deliverables, if any, which have been produced to date.

If the Agreement is terminated pursuant to any of the subsections contained in this paragraph, City will pay Firm an amount based on the percentage of work completed onthe termination date, this percentage shall be determined by City in its sole discretion. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Firm, Firm understands and agreesthat City may, in City's sole discretion, refuse to payFirm for that portion of Firm's services which were performed by Firm on the project prior to the termination date and which remain unacceptable and/or not useful to City as ofthe termination date.

16. INDEMNITY.

The Firm shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all third party claims, losses, liabilities, judgments or damages arising from bodily injury to person or damage to real or tangible property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, to the extent caused by the negligent or intentional acts or omissions of Firm, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. In order to seek or receive indemnification hereunder, City shall provide Firm with prompt written notice of such claim and cooperate with Firm in handling the claim. Firm Adams shall be entitled to control the handling of such claim and to defend or settle any such claim, in its sole discretion, with counsel reasonably acceptable to the City.

Firm's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Firm to procure and maintain a policy of insurance.

DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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In the event that Firm or any employee, agent, or subcontractor of Firm providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Firm shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Firm or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

17. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Firm and City. Additional or new terms contained in this Agreement which vary from Firm's proposal are controlling and are deemed accepted by Firm by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded exceptto the extent that they have been incorporated into this Agreement. No future waiver of or exceptionto any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

19. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

20. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

21. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all information regarding Firm's charges to City under this Agreement.

Firm agrees to retain information regarding charges under this Agreement for a period of four (4) years following the date of final payment for Firm services. City's representative shall have the right to reproduce any of the aforesaid documents.

22. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

23. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

24. COMPLIANCE WITH LAWS.

Firm shall require compliance with all safety and hourly requirements for employees, in accordance with federal,state, and county safety and health regulations and laws.Firm shall fully comply with all applicable federal, state, and local laws, ordinances,regulations and permits.

25. CITY BUSINESS LICENSE.

Firm will have a City of Modesto business license.

DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB #2..
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26. NO THIRD PARTY BENEFICIARY
City and Firm are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons.

27. LIMITATIONS
(A) EXCEPT FOR THE FIRM’S INDEMNITY OBLIGATIONS, THE TOTAL

LIABILITY OF FIRM, ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, MEMBERS, EMPLOYEES, SUBCONTRACTORS, AND AGENTS (COLLECTIVELY, “FIRM PERSONS”)

TO CITY OR ANY THIRD PARTY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING

OUT OF THIS AGREEMENT FROM ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED

TO NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT,

OR BREACH OF WARRANTY SHALL NOT, IN THE AGGREGATE, EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000). THIS LIMITATION WILL NOT APPLY TO THE EXTENT LOSSES ARE CAUSED BY FIRM FRAUD OR WILLFUL MISCONDUCT.
(B) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR

ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL

DAMAGES IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THIS AGREEMENT WEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under the authority of Resolution No. ____, adopted by the Council of the City of Modesto on the __day of _______________, 2023, and Moss Adams caused this Agreement to be duly executed. 5437824.1
DocuSign Envelope ID: CEAEF621-5DC7-4710-9FED-57407AA8E5FB 12th 2023-425
September
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Via DocuSign & Certified Mail
May 20, 2025
Christina Alger, HR Director
City of Modesto
P.O. Box 642
Modesto, CA 95353
Phone: (209) 571-5126
Re: Notice of Transaction with Baker Tilly
Dear Christina Alger:

We are pleased to inform you that Moss Adams LLP (“Moss Adams”) recently announced a significant transaction that will accelerate our business and deliver a stronger value proposition to our clients. The transaction is a combination of Moss Adams and Baker Tilly, a leading advisory, tax and assurance firm (the “Transaction”). Our press release with further details can be found here:
https://www.mossadams.com/about/press/press-releases/2025/04/moss-adams-and-baker-tillycombine. We expect the Transaction to close on June 3, 2025 (the “Closing”).

As a valuable client of Moss Adams, we currently provide services to you under the following engagement agreement(s), including any statements of work or work orders issued thereunder (hereinafter, any such engagement agreement between you and Moss Adams is defined as a “Services Agreement”):
• Agreement for City Auditor and City Auditing Services We are writing to inform you of the transaction and to provide information and details regarding your Services Agreement. After the Closing, the Services Agreement will be assigned to Baker Tilly Advisory Group, LP (“BTAG”). However, the engagement team currently providing services under the Services Agreement will remain substantially the same, and you should not see any noticeable differences in the way in which you receive services day-to-day. Our commitment to providing our clients with clientcentric, high-quality service will remain our top priority.

Transaction Structure and Client Information
With this Transaction, Moss Adams will be restructured into an alternative practice structure with BTAG and its affiliate, Baker Tilly US, LLP (“BTUS”), in accordance with the Code of Professional Conduct of the American Institute of Certified Public Accountants (“AICPA”). Following the Closing, BTUS, a licensed CPA firm, will provide audit and attest services to our clients. BTAG will provide non-attest services, such as tax, consulting, and other advisory services. BTUS has a contractual arrangement with BTAG whereby BTAG provides BTUS with administrative and operational support, and personnel to support its professional services.

Docusign Envelope ID: 10F1161E-7284-4DD5-BE45-1458E27BD344 #2..
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Christina Alger, HR Director
City of Modesto
P.O. Box 642
Modesto, CA 95353
May 20, 2025

Page 2 of 3 ends

As part of the Transaction, Moss Adams will transfer its client files to BTUS and BTAG to facilitate client services on a going forward basis.1 All such entities will comply with the AICPA Code of Professional Conduct, as applied to an alternative practice structure, and applicable federal, state and local rules, with respect to the confidentiality of client information. Your information will be kept confidential in accordance with all confidentiality, privacy, and security obligations that currently apply.

Next Steps
In connection with the foregoing, we request, to be effective upon the Closing, your consent to the following: (i) assignment of the Services Agreement to BTAG, (ii) any deemed change of control that may occur in connection with the Closing, and (iii) your agreement to waive any other notice requirement under the Services Agreement. The Services Agreement will continue in full force and effect in accordance with its terms after the Closing, and we intend all professional services to be provided without interruption.

The terms and conditions of the Services Agreement will not change as a result of the Transaction. This Transaction does not change the team that is supporting you and how we are working with you currently.

Please send your signed acknowledgment using the included return envelope that will be sent by certified mail or through the DocuSign.

Questions?
If you have any questions or need additional information, please do not hesitate to contact me at the email address below. We appreciate your business, your trust in Moss Adams, and we value the opportunity to continue to serve you as we become part of the Baker Tilly family.

Very truly yours,
Colleen Rozillis, Partner, for
Moss Adams LLP
[email protected]
1 As part of the mechanics of effectuating the Transaction, non-attest client files will be transferred to newly formed entity Moss Adams Advisory Group, LP before further transfer to BTAG.

Docusign Envelope ID: 10F1161E-7284-4DD5-BE45-1458E27BD344 #2..
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Christina Alger, HR Director
City of Modesto
P.O. Box 642
Modesto, CA 95353
May 20, 2025

Page 3 of 3 ends

Acknowledged and agreed:

City of Modesto, State of California
By: _________________
Name: _________________
Title: _________________
Client #620005
Cc: DeAnna Christensen, Director of Finance [email protected] Jose Sanchez [email protected]
Docusign Envelope ID: 10F1161E-7284-4DD5-BE45-1458E27BD344 Director of Finance
DeAnna Christensen
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Certificate Of Completion
Envelope Id: 10F1161E-7284-4DD5-BE45-1458E27BD344 Status: Completed Subject: Complete with Docusign: Non-Attest Client Consent - City of Modesto, State of California .pdf Deltek Client Engagement Code (123456.XXXX): 999999.0001 Office Location:

National Office
Document Type: Consulting - Other
Source Envelope:

Document Pages: 3 Signatures: 1 Envelope Originator:

Certificate Pages: 3 Initials: 0 Pamela Curlee
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
999 Third Avenue
Suite 2800
Seattle, WA 98104
[email protected]
IP Address: 163.116.251.127
Record Tracking
Status: Original
5/27/2025 3:17:57 PM
Holder: Pamela Curlee
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: Security Pool Signer Events Signature Timestamp
DeAnna Christensen
[email protected]
Director of Finance
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 204.17.232.254
Sent: 5/27/2025 3:19:24 PM
Viewed: 5/27/2025 3:47:36 PM
Signed: 5/27/2025 3:47:47 PM
Electronic Record and Signature Disclosure:

Accepted: 5/27/2025 3:47:36 PM
ID: fef46d71-af8e-4794-9243-9e304db71368
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/27/2025 3:19:24 PM
Certified Delivered Security Checked 5/27/2025 3:47:36 PM Signing Complete Security Checked 5/27/2025 3:47:47 PM
Completed Security Checked 5/27/2025 3:47:47 PM
Payment Events Status Timestamps
#2..
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Electronic Record and Signature Disclosure
#2..
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CONSENT FOR USE OF ELECTRONIC SIGNATURES AND DOCUMENTS
By selecting the "I Accept" button, you are signing this document electronically. You agree your electronic signature is the legal equivalent of your handwritten signature on this document. By selecting "I Accept" using any device, means or action, you consent to the legally binding terms and conditions of this document. You further agree that your signature on this document (your "E-Signature") is as valid as if you signed the document in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting agreement between you and Moss Adams LLP. You are also confirming that you are authorized to sign this document. Finally, you understand and agree that your E-Signature will be legally binding and such transaction will be considered authorized by you.

Electronic Record and Signature Disclosure created on: 11/4/2020 6:09:28 PM Parties agreed to: DeAnna Christensen #2..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 23, 2025
Date: June 23, 2025
TO: Finance Committee:

Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Dameon Booker, Chief Information Officer
SUBJECT: Ring Central Hosted VoIP
CONTACT: Kyle Ford, Information Technology Manager
[email protected], 209-571-5593
DESCRIPTION:

Consider an Agreement with RingCentral, Inc., for Annual Telecommunication Services for a total amount not to exceed $2,058,335 over five (5) years and forwarding to Council for approval. (Funding Source: Information Technology Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Initiatives: Build community trust in City government through responsive, transparent, and efficient service delivery.

BACKGROUND:

The City of Modesto currently has two existing on-premise phone systems, each serving about half of the city’s 1500 phone lines, from NEC Corporation that are connected to AT&T with Primary Rate Interfaces (PRI’s). The original phone system was part of the construction of Tenth Street Place and the second phone system was purchased to add additional functionality and capacity.

The original phone system is a Private Branch Exchange (PBX) that is over 25 years old and has well exceeded its life expectancy. That system is very fragile and difficult to obtain parts. The second phone system is Voice over Internet Protocol (VoIP) system that is approximately 10 years old and has reached the end of its life expectancy.

DISCUSSION:

The City of Modesto is in need of a modern telecommunications system to replace its end of life on premise telephone system.
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Finance Committee, May 19, 2025
Ring Central Hosted VoIP

Page 2 of 5 ends

The Information Technology Department considered both on premise and hosted VoIP solutions and made the determination that following industry standards, and selecting a hosted VoIP solution, is the best option for the City of Modesto.

The benefits of a hosted VoIP solution include
 Reduced upfront and infrastructure costs
 Improved reporting
 Application integration
 Simplified management
 Easy scalability
 Built in disaster recovery
 Improved employee productivity
In support of pursuing a hosted VoIP solution, the following system requirements are as follows:
 Basic call controls and functionality
o Holds
o Forwards
o Business Hours
o Extended Leave Greetings
 Call reports and analytics
 Call Tree Routing
 Managed Call queues for Utilities, Public Works, etc.  Voicemail Integration
 Teams integration and call from Internet connection
 O365 Contacts Integration
 Email to Voice
 Ability for Cell Phone Integration and Number porting  Ability for Disaster Recovery and Security
o Telco Infrastructure Reduced
 Application Integration
Five (5) hosted VoIP solutions have been evaluated by multiple Information Technology staff and the determination were the same, selecting RingCentral will provide the best option to the City of Modesto by meeting or exceeding the system requirements.

The benefits of RingCentral include:
 High uptimes
 Comprehensive, scalable feature set
 AI-Powered call summaries and transcriptions
 Supports many third-party applications
 Named #1 cloud communications provider by Synergy1
1 https://www.ringcentral.com/synergy-research.html
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Finance Committee, May 19, 2025
Ring Central Hosted VoIP

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 Recognized as 2024 Gartner Magic Quadrant Leader for UCaaS2 On May 2, 2025, the City Manager authorized the IT Manager to solicit the procurement for Telecommunication Services. On February 19, 2020, OMNIA3 Partners issued Request for Proposal (RFP) 20-09 for Unified Communications as a Service which was advertised on OMNIA Partner’s website. On April 7, 2020, proposals were opened at 7145 West Tidwell Road, Houston, TX. Seven (7) proposals were received and based on the criteria outlined in the RFP, RingCentral, Inc. was awarded the agreement for Unified Communication as a service. Based on the results of the solicitation, City Staff recommends to award to RingCentral, Inc. to purchase Telecommunication Services for an annual estimated of $411,667 and a total amount not to exceed $2,058,335 the following five (5) years.

OMNIA Partners is a cooperative agency which streamlines the procurement process by developing an Invitation for Bids (IFBs) or RFPs for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows OMNIA Partners to offer exceptional products from nationally acclaimed vendors
Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-

3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

FISCAL IMPACT:

The approval of the agreements with RingCentral, LLC will initially be funded out of the Information Technology Fund operating budget: 5230-17810-57005. These costs have been budgeted.

The estimated annual savings from cancelling the exiting phone related services is $105,000.

Year 1 Year 2 Year 3 Year 4 Year 5
RingEx Services $ 286,113
$
286,113
$
286,113
$
286,113
$
286,113
RingEx
Implementation $ 98,000
RingCx Services $ 59,760
$
59,760
$
59,760
$
59,760
$
59,760
RingCx
Implementation $ 44,300
2 https://www.ringcentral.com/lp/gartner-magic-quadrant.html 3 OMNIA Partners is a group purchasing organization (GPO) that helps public agencies, educational institutions, and corporate clients in North America improve their procurement processes and save money #3..
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Finance Committee, May 19, 2025
Ring Central Hosted VoIP

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Phone Hardware $ 87,012
Growth Contingency
$
8,647
$
17,726
$
27,270
$
37,314
Hardware Contingency $ 8,701
Annual Total $ 583,886
$
354,520
$
363,599
$
373,143
$
383,187
5 Year Total $ 2,058,335
The total cost for the purchase of Ring Central phones includes a one-time hardware expense of $87,012. Additionally, there is a 2.5% growth contingency for services amounting to $90,957 for years 2 through 5, and a 10% contingency for hardware totaling $8,701.20. The implementation costs include $44,300 for RingCx Implementation and $98,000 for RingEx Implementation. The overall expenditure, including all contingencies and implementation costs, is not to exceed $2,049,634 over a period of 5 years.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Agreement with RingCentral, Inc., Belmont, CA, by utilizing the Competitive Bid Process from Region 4 ESC in partnership with OMNIA Partners, for Annual Telecommunication Services, for a three-year Agreement with two one-year extension options, for annual estimated amount of $411,667 and a total amount not to exceed $2,058,335 over five years; and forwarding to Council for approval.

Approved by:

Dameon Booker, Chief Information Officer
Joseph P. Lopez, City Manager
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Finance Committee, May 19, 2025
Ring Central Hosted VoIP

Page 5 of 5 ends

Attachments:

1. Agreement – Ring Central Agreement

2. Scoring Abstract

3. OMNIA Partners RFP

4. Ring Central Proposal

5. CA Levine Act Disclosure form

6. Signed Authorization to Purchase

7. RingEx Implementation Services SOW

8. RingCx Implementation Services SOW
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Initial Order Form Page 1 of 4
.

INITIAL ORDER FORM
This Initial Order Form is a binding agreement between RingCentral, Inc. (“RingCentral”) and City of Modesto (“Customer” or “You”) (together the “Parties”), for the purchase of the Services, licenses, and products listed herein. This Initial Order Form is subject to and incorporates the terms and conditions of: (i) the separate written agreement, executed by the Parties governing the purchase of the Services described in this Order Form, or (ii) the RingCentral Online Terms of Service available at https://www.ringcentral.com/legal/eulatos.html, if there is no written agreement in place (hereinafter (i) and (ii) referred to as the “Agreement”). Capitalized terms not defined herein shall have the same meanings as set forth in the applicable Agreement between the Parties. Unless agreed by both Parties in writing, any terms or conditions set forth in a Customer-issued purchase order or ordering document shall not apply.

Please note that RingCentral MVP is now RingEX. All references to “RingCentral MVP”, whether in terms of service, advertising or product descriptions, mean “RingEX”.

Customer Service Provider
City of Modesto RingCentral, Inc.
1010 10th St
Modesto, CALIFORNIA 95354
United States
20 Davis Drive
Belmont, CA 94002
United States
Kyle Ford
[email protected]
Service Commitment Period
Start Date: June 02, 2025
Initial Term: 36 Months
Renewal Term: 24 Months
Payment Schedule: Annual
RingEX Services
Recurring Services
Summary of Service Qty Rate Subtotal
DigitalLine Unlimited Advanced 1,300 $155.88 $202,644.00 DigitalLine Unlimited Advanced $107.88
Compliance and Administrative Cost Recovery Fee $36.00
e911 Service Fee $12.00
Digital Line Unlimited* Advanced 250 $95.88 $23,970.00
Digital Line Unlimited* Advanced $47.88
Compliance and Administrative Cost Recovery Fee* $36.00 e911 Service Fee* $12.00
Advanced Support Elite RingEX™ 1,550 $36.00 $55,800.00
Additional Local Number 500 $6.00 $3,000.00
Recurring Professional Services 699 $1.00 $699.00
Annual Recurring Services* $286,113.00
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Initial Order Form Page 2 of 4
One-Time Items
Summary of Item(s) Qty Rate Subtotal
Poly Trio C60 Smart Conference Phone 5 $558.90 $2,794.50 Poly Edge E320 IP Phone 500 $98.10 $49,050.00
Poly Edge E350 IP Phone 50 $105.75 $5,287.50
Poly Edge E550 IP Phone 200 $149.40 $29,880.00
One-Time Total $87,012.00
RingCX Services
Recurring Services
Summary of Service Qty Rate Subtotal
RingCX, named agent seat 60 $780.00 $46,800.00
Call recording storage - 30 days, per seat 60 $0.00 $0.00 Advanced Support - Enhanced - RCX 60 $216.00 $12,960.00 Annual Recurring Services* $59,760.00
Total Initial Amount*** $432,885.00
*Amounts are exclusive of applicable Taxes, Fees, and Shipping Charges. ***Please refer to the special terms for the estimated Federal Universal Service Fund Fee and State and Local Taxes, which is in addition to this amount. Exact amounts will generally be determined at the time of billing.

Overage Rates*
RingCX Services Rate
RingCX, named agent seat on demand $95.00
Inbound calls to North America toll-free numbers, per 10 min $0.14 Outbound calls via automated dialer to North America numbers, per 10 min $0.16 IVR calls processing, overage per 10 minutes $0.20
Call recording storage - 30 days, overage per seat $0.00 Disconnect Scrub, per 10 scrubs $0.08
Automated speech recognition, per 10 minutes $0.30
RingCX Analytics - Historical Data Retention 2Y $30.00
RingCX Analytics - Historical Data Retention 3Y $45.00
RingCX Analytics - Historical Data Retention 4Y $60.00
RingCX Analytics - Historical Data Retention 5Y $75.00
RingCX Analytics - Historical Data Retention 6Y $90.00
RingCX Analytics - Historical Data Retention 7Y $105.00 RingCX Analytics - Historical Data Retention 8Y $120.00 Cost Center Billing
For customers with cost center billing, it is the customer’s responsibility to provide cost center allocation information to RingCentral at least 10 days prior to the issuance of the invoice. After the information is received, itwill be reflected on future invoices, but will not be adjusted retroactively on past invoices. If purchasing additional services through the administrative portal, it is the customer’s responsibility to assign cost centers at the time of purchase; otherwise, those services will not be allocated by cost center on the next invoice. Please note that cost center allocation is not available for certain items, such as minute bundles and credit memos. For #3..
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Initial Order Form Page 3 of 4
additional questions, please contact the RingCentral invoice billing team at [email protected].

Free Services Amount
Customer will receive the amount(s) indicated below (the “Free Service Amount”), which will be applied against charges for the recurring Services set forth in this Order Form and any applicable taxes and fees associated with those Services invoiced by RingCentral. The Free Service Amount is non-transferable and non-refundable and will expire upon termination of this Order Form.

The Customer will be responsible for paying for any additional services and products ordered, and any applicable associated taxes and fees.

RingEX Free Services Amount: 79,092.87 US Dollars
RingCX Free Services Amount: 14,940.00 US Dollars
.

Customer Reference. Customer may promote their use of RingCentral services and agrees that RingCentral may identify customer as a user of the services. All press releases or quotes regarding Customer’s use of service will be pre-approved by Customer, which consent will not be unreasonably withheld.

Add-on Services. Customer is responsible for reviewing additional terms and conditions that may apply to RingCentral add-on services (where available) and certain Advanced Support Services listed on this order form, and which are available at https://www.ringcentral.com/legal/add-on-services.html.

Special Terms & Notes
Cooperative Agreement
1) Applicable Agreement. This Order Form is subject to the terms and conditions specified in the RingCentral Master Services Agreement (MSA) incorporated into the Region 4 Education Service Center (ESC) Contract # R200902 for Unified Communications as a Service (UCaaS) with RingCentral Inc. Effective: October 1, 2020 at its Appendix B, found at:
https://public.omniapartners.com/suppliers/ringcentral/contract-documentation#c38627, and administered by OMNIA Partners for Region 4 ESC.
2) A separately executed MSA is NOT required between the OMNIA Partners Participant and RingCentral. The following Attachments to the MSA are incorporated into and form a part of the MSA applicable to this Order Form:
 Exhibit A – Definitions
 Service Attachment A – RingCentral RingEX (fka Office)  Service Attachment – RingCX Services
3) Contract Number R200902 must appear on:
 RingCentral quotations to the OMNIA Partners Participant;  The OMNIA Partners Participant’s Purchase Order; and
 The RingCentral invoice.
4) Eligible Entity must issue RingCentral a purchase order for any subsequent purchases made through the RingCentral Administrative Portal.
5) Venue and Choice of Law is California.
6) Renewal: Eligible Entity may continue to renew its subscription with RingCentral under OMNIA Contract R200902 until it expires.

Subscription terms that exceed the OMNIA Contract R200902 term shall remain valid, subject to any limiting terms. Eligible Entities that would like to renew subscription services after expiration of OMNIA Contract R200902 may, subject to mutual consent of the Parties and the terms of the OMNIA contract, continue their subscription under OMNIA in one of the following ways:
a. If RingCentral does not receive a subsequent OMNIA contract award, Eligible Entity may continue to renew its subscription services under OMNIA Contract R200902.
b. If RingCentral does receive a subsequent OMNIA contract award, Eligible Entity may continue to renew its subscription services under that subsequent OMNIA contract.

All Services
The estimated annual amount of the Federal Univeral Service Fund and the State and Local Taxes are $18,631.18 and $50,474.62, respectively.

RingEX
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Initial Order Form Page 4 of 4
Non-Standard Terms

1. The line item above listed as “Recurring Professional Services” refers, for the purposes of this Order Form, to the Hosting and Support of standard Unified Integration Platform.

RingCX
RingCX Analytics. RingCX Analytics includes real-time and historical reporting as custom and pre-built visual dashboards with predefined reports. RingCentral will retain historical reporting data according to your selected historical data retention period after which data will be purged on a rolling basis. Retention periods apply to all users of the RingCX product and will be billed on a per seat per month basis.

RingCentral will retain one year’s worth of historical reporting data after which any data older than one year, will be purged. Access to longer periods of analytics data may be purchased according to the table above. The applicable retention period selected for the Services above is 1 year.

Customer must contact RingCentral support to modify historical reporting data retention periods, if available.

IN WITNESS WHEREOF, the Parties have executed this Initial Order Form above through their duly authorized representatives.

Customer RingCentral
City of Modesto RingCentral, Inc.

By: \RCsign1\ By:

Name: \RCname1\ Name: Chris Donan
Title: \RCtitle1\ Title: VP Majors & Mid-Market Sales
Date: \RCdate1\ Date: \RCdate1\
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Bid Tab Summary
Unified Communications as a Service (UCaaS)
RFP # 20-09
Description Total Weighted
Value CBTS
Granite
Telecommunications,
LLC
Iron Bow
Technologies, LLC RingCentral Inc. TPx
Communications Trace3, LLC Walkercom Inc.

Products/Pricing 40 29 35 31 36 31 31 31
Performance Capability 25 17 25 22 26 21 25 19
Qualification & Experience 25 15 16 15 18 16 15 16
Value Add 10 6 7 5 7 6 5 4
Total 100 67 82 73 86 73 74 70
It is recommended that the following contract award be made:

Contract
Unified Communications as a Service (UCaaS)
Award
Granite Telecommunications, LLC
RingCentral Inc.
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The Cooperative Purchasing Network
Evaluation Criteria
Bid Tab Summary
Unified Communications as a Service (UCaaS)
RFP # 20-09
Description Total Weighted
Value
Products/Pricing 40
Performance Capability 25
Qualification & Experience 25
Value Add 10
Total 100
It is recommended that the following contract award be made:

Contract
Unified Communications as a Service (UCaaS)
Award
Granite Telecommunications, LLC
RingCentral Inc.

Windstream - Nonresponsive
0 #3..

Version January 22, 2020
7145 West Tidwell Road ~ Houston, Texas 77092
(713)-462-7708
www.esc4.net

NOTICE TO OFFEROR
Solicitation Number 20-09
Request for Proposal (“RFP”)
by
Region 4 Education Service Center (“ESC”)
for
Unified Communications as a Service (UCaaS)
SUBMITTAL DEADLINE: Tuesday, April 7, 2020, 10:00 AM CENTRAL TIME Questions regarding this RFP must be submitted in writing to Crystal Wallace, Business Operations Specialist, at [email protected] no later than March 11, 2020. All questions and answers will be posted to https://www.esc4.net/services/purchasing/region-4-omnia-solicitations. Offerors are responsible for viewing the website to review all questions and answers prior to submitting proposals.

Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.

Proposals must be sealed, prominently marked with the RFP solicitation number, RFP title, RFP opening time/date and name of Offeror. Submissions must be received by the Region 4 ESC office at:
7145 West Tidwell Road, Houston, TX 77092 no later than 2:00 p.m. central time. Proposals received prior to the submittal deadline will be time-stamped upon receipt and kept secure and unopened. At the submittal deadline, Region 4 ESC will collect all proposals received before the deadline in the room designated for the proposal opening. Proposals will be opened and recorded publicly. Any proposal received later than the specified time, whether delivered in person, courier or mailed, will not be considered. Late proposals will be returned to sender unopened.

NON-MANDATORY PRE-PROPOSAL CONFERENCE
Offerors are strongly encouraged, but not required to participate in a pre-proposal conference with the Business Operations Specialist, which will be held on Tuesday, March 10, 2020 at 10:AM CST in the Region 4 ESC offices located at 7145 West Tidwell Road, Houston Texas 77092. To attend the conference, potential Offeror must notify Crystal Wallace, Business Operations Specialist, at [email protected], later than 3:00 PM CST on March 9, 2020. Offeror’s who are unable to attend in person but would like to call in must also send an email to request call in instructions. The purpose of this conference is to clarify the contents of this RFP in order to prevent any misunderstanding of Region 4 ESC’s position. Any doubt as to the requirements of this RFP or any apparent omission or discrepancy should be presented to Region 4 ESC at this conference. Region 4 ESC will then determine the appropriate action necessary, if any, and may issue a written addendum to the RFP.

Oral statements or instructions will not constitute an addendum to this RFP.

Publication Date: February 19, 2020
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I. SCOPE OF WORK
Region 4 Education Service Center (“Region 4 ESC”) requests proposals from qualified suppliers with the intent to enter into a Contract for Unified Communications as a Service (UCaaS) . Region 4 ESC is seeking a provider that has the depth, breadth and quality of resources necessary to complete all phases of the Contract. Awarded Offeror(s) shall deliver products and services under the terms of this agreement. While this solicitation specifically covers Unified Communications as a Service (UCaaS), each awarded Offeror may offer their complete product and service offering, or balance of line. Region 4 ESC reserves the right to accept or reject any or all balance of line items offered.

Region 4 ESC is an education service center established by the Texas Legislature in 1967 to assist school districts and charter schools in improving efficiencies. Region 4 ESC directly serves a seven-county area comprised of 48 public school districts and 39 open-enrollment charter schools, representing more than 1.2 million students, 99,000 educators and 1,500 campuses. Through cooperative contracts Region 4 ESC extends the opportunity to operate more efficiently and economically to agencies nationwide through OMNIA Partners (see below).

The Contract is based on the need to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to schools and other members. Although the awarded Offeror(s) may restrict sales to certain public units (for example, state agencies or local government units), any proposal that prohibits sales from being made to public school districts may not be considered. Sales without restriction are preferred. These types of contracts are commonly referred to as being “piggybackable.”

NATIONAL CONTRACT
The Region 4 Education Service Center (“ESC), as the Principal Procurement Agency, defined in APPENDIX D, has partnered with OMNIA Partners, Public Sector (“OMNIA Partners”) to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Region 4 ESC is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”) and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Purchasing Cooperative Agreement, a form of which is attached hereto on APPENDIX D, or as otherwise agreed to. APPENDIX D contains additional information about OMNIA Partners and the cooperative purchasing program.

OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits. #3..
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OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Vendor, OMNIA Partners provides marketing and administrative support for the Vendor that directly promotes the Vendor’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Vendor benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Vendor’s need to respond to additional competitive solicitations. As such, the Vendor must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Vendor and respond to the OMNIA Partners documents (APPENDIX D).

While no minimum volume is guaranteed to the Contractor, the estimated annual volume of Unified Communications as a Service (UCaaS) purchased under the Master Agreement through OMNIA Partners is approximately $50 million This projection is based on the current annual volumes among Region 4 ESC, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Contractor and OMNIA Partners.

Customer Support
Contractor shall provide timely and accurate technical advice and sales support to Region 4 ESC staff and Participating Agencies. Contractor shall respond to such requests within one (1) working day after receipt of the request.

Vendor Requirements
Region 4 ESC is requesting proposals from premier manufactures, distributors and resellers to provide comprehensive Unified Communications as a Service (UCaaS). The intent of this solicitation is to establish a contract to provide UCaaS to Participating Public Agencies to improve efficiency and productivity as well as reduce cost. Vendor(s) providing these services should respond to this solicitation with the broadest possible offering that is covered by the scope in order to meet the varied needs of Region 4 ESC and Participating Public Agencies. Offerors must identify any specializations and other relevant expertise they hold for all services offered through this solicitation. In addition, Offerors should identify and validate any product-enabling and value-added services they offer in support of the scope of this solicitation.

It is anticipated that this contract will also be utilized by eligible K-12 schools and libraries for E-Rate funding. The awarded supplier may be required to assist with all aspect of the E-rate process. Offeror should demonstrate knowledge and experience in dealing with E-Rate funded projects. All E-rate applications will be submitted using the awarded suppliers’ SPIN number; therefore, Offerors must provide SPIN number as part of their response.

Services
Considering the average workforce now has the freedom to work remotely all with nothing but the right device, and a cloud connection. Offers must be able to provide flexibility and scalability for core business tasks through multiple channels on a single platform equipped with:

RFP Page 3
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➢ VoIP, Voice & Video Communication
➢ Data Equipment and Management
➢ Instant Messaging
➢ Conferencing
➢ Screen & Document Sharing
➢ Other UCaaS
II. CALENDAR OF EVENTS (ALL DATES ARE TENTATIVE AND SUBJECT TO CHANGE):

Event Date
Issue RFP February 19, 2020
Pre-proposal Conference March 10, 2020
Deadline for receipt of questions via email March 11, 2020 Issue Addenda (if required) TBD
Proposal Due Date April 7, 2020
Approval from Region 4 ESC June 23, 2020
Contract Effective Date August 1, 2020
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RFP Page 5
III. INSTRUCTIONS TO OFFERORS

1. Key Definitions
Contract: The legal agreement executed between Region 4 ESC and the awarded Offeror.

A draft of the Contract is provided as Appendix A.

Contractor: Any provider or seller of goods or services who, as a result of the competitive solicitation process, is awarded a Contract by Region 4 ESC.

Days: calendar days
Offeror: A supplier submitting a proposal in response to a solicitation.

2. Inquiries and Discrepancies: Questions regarding this solicitation must be submitted in writing to Crystal Wallace, Business Operations Specialist, at [email protected] no later than March 11, 2020. All questions and answers will be posted to https://www.esc4.net/services/purchasing/region-4-omnia-solicitations. Offerors are responsible for viewing the website to review all questions and answers prior to submitting proposals. Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.

3. Restricted and Prohibited Communications with Region 4 ESC: During the period between the date Region 4 ESC issues this RFP and the selection of the Contractor by Region 4 ESC, if any, Offerors shall restrict all contact with Region 4 ESC and direct all questions regarding this RFP, including questions regarding terms and conditions, only to the individual identified above in section “Inquiries and Discrepancies” in the specified manner. Do not contact members of the Board of Directors, other employees of Region 4 ESC or any of Region 4 ESC’s agents or administrators.

Contact with any of these prohibited individuals after issuance of this RFP and before selection is made, may result in disqualification of the Offeror.

The communications prohibition shall terminate when the Contract is recommended by the administration, considered by the Board of Directors at a noticed public meeting, and the Contract has been awarded. In the event the Board of Directors refers the recommendation back to staff for reconsideration, the communications prohibition shall continue. Additionally, during the time period between the award of the Contract by the Board of Directors and the execution of the Contract, Offerors shall not engage in any prohibited communications as described in this section.

Prohibited communications includes direct contact, discussion, or promotion of any Offeror’s response with any member of Region 4 ESC’s Board of Directors or employees except for communications with Region 4 ESC’s designated representative as set forth in this RFP and only in the course of inquiries, briefings, interviews, or presentations. This prohibition is intended to create a level playing field for all potential Offerors, assure that decisions are made in public, and to protect the integrity of the RFP process. Except as provided in the above stated exceptions, the following communications regarding this RFP are prohibited:
• Communications between a potential Offeror, Offeror, their lobbyist or consultant and any member of Region 4 ESC’s Board of Directors;
• Communications between any Region 4 ESC Director and any member of a selection or evaluation committee; and
• Communications between any Region 4 ESC Director and administrator or employee.

The communications prohibition shall not apply to the following:
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• Communications with Region 4 ESC’s purchasing staff specifically named and authorized to conduct and receive such communications under this RFP or upon the request of Region 4 ESC, with Region 4 ESC’s legal counsel; and • Presentations made to the Board of Directors during any duly noticed public meeting.

Nothing contained herein shall prohibit any person or entity from publicly addressing Region 4 ESC’s Board of Directors during any duly noticed public meeting, in accordance with applicable Board policies, on a matter other than this RFP or in connection with a presentation requested by Region 4 ESC’s representatives.

4. Current products: Proposals shall be for new materials and equipment in current production and marketed to the general public, education and government agencies at the time the proposal is submitted.

5. Proposal Format: Proposals must contain two (2) bound and signed original copies of the solicitation, and two (2) electronic copies on flash drives shall be provided. Offeror must also submit two (2) electronic proposals free of propriety information to be posted, if awarded a Contract.

Only sealed responses will be accepted. Faxed or electronically transmitted responses will not be accepted. Sealed responses may be submitted on any or all items, unless stated otherwise.

Responses must be provided in a three-ring binder or report cover using 8.5 x 11 paper clearly identified with the name of the Offeror’s company and the solicitation name and number on both the outside front cover and vertical spine.

Tabs should be used to separate the proposal into sections. The following items identified must be included behind the tabs listed below. Each section should contain both the section of the RFP referenced and the Offeror’s response to that section. Offerors failing to organize in the manner listed may be considered non-responsive and may not be evaluated.

6. Binder Tabs:

Tab 1 – Draft Contract and Offer and Contract Signature Form (Appendix A) a. Terms and Conditions Acceptance Form (Appendix B)
Tab 2 – Products/Pricing
Tab 3 – Performance Capability
a. OMNIA Partners documents
Tab 4 – Qualification and Experience
a. References
Tab 5 – Value Add
Tab 6 – Additional Required Documents (Appendix C)
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RFP Page 7
a. Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy (Appendix C, Doc #1)
b. Antitrust Certification Statement (Tex. Government Code § 2155.005) (Appendix C, Doc #2)
c. Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295) (Appendix C, Doc #3)
d. Texas Government Code 2270 Verification Form (Appendix C, Doc #4) e. Any additional agreements Offeror will require Participating Agencies to sign

7. Additional Agreements: If an Offeror requires additional agreements, a copy of the proposed agreement must be included with the proposal.

8. Open Records Policy: Proposals submitted in response to this RFP become a matter of public record subject to release after Contracts are executed. If an Offeror believes its response, or parts of its response, may be exempt from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the Offeror must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Offeror must provide this information on the “Acknowledgement and Acceptance of Region 4 ESC’s Open Records Policy” (Appendix C, Doc #1). Any unmarked information will be considered public information and released, if requested under the Public Information Act. Price is not confidential and will not be withheld.

Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror or Contractor. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. After completion of award, these documents will be available for public inspection.

9. Disclosures: By signing the Offer and Contract Signature Form, Offeror affirms:
a) Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this proposal and any subsequent Contract.

Offerors must include a complete description of any and all relationships that might be considered a conflict of interest in doing business with Region 4 ESC. b) To the best of Offeror’s knowledge, the proposal has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other Offerors or potential Offerors in the award of a Contract resulting from this RFP. c) Offeror is not currently delinquent in the payment of any franchise taxes. #3..
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RFP Page 8
d) The individual signing the submittal is an authorized agent for the Offeror and has the authority to bind the Offeror to the Contract.

10. Waiver: By submitting a proposal, Offeror expressly agrees to waive any claim it has or may have against Region 4 ESC, its directors, officers, its trustees, or agents arising out of or in connection with (1) the administration, evaluation, recommendation of any proposal; (2) any requirements under the solicitation, proposal package, or related documents; (3) the rejection of any proposal or any part of any proposal; and/or (4) the award of a Contract, if any.

Region 4 ESC shall not be responsible or liable for any costs incurred by Offerors or the successful Offeror in connection with responding to the RFP, preparing for oral presentations, preparing and submitting a proposal, entering or negotiating the terms of a Contract, or any other expenses incurred by an Offeror. The Offeror is wholly responsible for any such costs and expenses and shall not be reimbursed in any manner by Region 4 ESC.

11. Conditions of Submitting Proposal: Submission of a proposal confers no right on an Offeror to an award or Contract. Region 4 ESC, in its sole discretion and for any reason or no reason, reserves the rights to reject any or all proposals, accept only a part of any proposal, accept the proposal deemed most advantageous to Region 4 ESC, and waive any technicalities. The issuance of this RFP does not obligate Region 4 ESC to make an award or negotiate or execute a Contract. Prior to submission due date and time, Region 4 ESC reserves the right to amend the terms and provisions of the RFP, extend the deadline for submission of proposals, or withdraw the RFP entirely for any reason solely at Region 4 ESC’s discretion. A proposal may be rejected if it fails to meet any requirement of this RFP.

12. Mailing of Proposals: All proposals submitted in response to the solicitation must be clearly identified as listed below with the solicitation number, title, name and address of the company responding. All packages must be clearly identified as listed below, sealed and delivered to the Region 4 ESC office no later than the submittal deadline assigned for this solicitation.

From_____________________________________________________ Company__________________________________________________ Address___________________________________________________ City, State, Zip _____________________________________________ Solicitation Name and Number ___________Due Date and Time______

13. Amendment of Proposal: A proposal may be amended prior to the time of opening by submitting a sealed letter to the location indicated on the front page of this solicitation.

14. Withdrawal of Proposals: Withdrawal of proposals prior to the opening date will be permitted by a written letter or electronic mail from the Offeror. Telephonic or oral withdrawals shall not be considered. After the opening date consideration may be given in cases where Offeror advises that it made a clerical error that is substantially lower than it intended. In such case, Offeror must provide written notice of their desire to withdraw, along with supporting documents, within 3 business days of receiving the acceptance letter or of being requested by Region 4 ESC for clarification of the proposal, whichever is later. Any Contract entered into prior to Region 4 ESC receiving notice must be honored. No Offeror should assume their #3..
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withdrawal request has been accepted unless, and until, they receive written acknowledgment and acceptance of their proposal withdrawal.

15. Offer and Acceptance Period: In order to allow for an adequate evaluation, Region 4 ESC requires a proposal in response to this RFP to be valid and irrevocable for one-hundred twenty (120) days after the proposal due date and time.

16. Non-Responsive Proposals: All proposals will be reviewed for responsiveness to the material requirements of the solicitation. A proposal that is not materially responsive shall not be eligible for further consideration for award of the Contract, and the Offeror shall receive notice of the non-award of its proposal.

17. Discussions: Region 4 ESC reserves the right to conduct discussion with Offerors for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the proposal in order to clarify a proposal and assure full understanding of, and responsiveness to, the RFP requirements.

18. Negotiations: In the event Region 4 ESC decides to conduct negotiations, exclusive or concurrent negotiations may be conducted with Offerors reasonably susceptible for award.

During the course of negotiations, no Offeror’s proposal, including pricing, shall be revealed to any other Offeror or to any other person who is not involved with the evaluation process.

Exclusive or concurrent negotiations shall not constitute a Contract award, nor shall it confer any property rights to the successful Offeror. In the event Region 4 ESC deems negotiations are not progressing, Region 4 ESC may formally terminate these negotiations and may enter into subsequent exclusive or concurrent negotiations with the next most qualified Offeror(s).

19. Best and Final Offer: Region 4 ESC, in its sole discretion, may request Offerors reasonably susceptible for award to submit a Best and Final Offer. Offerors must submit their Best and Final Offers in writing. If an Offeror does not respond to the request for a Best and Final Offer, that Offeror’s most recent prior submission will be considered its Best and Final Offer.

20. Specifications: When a solicitation contains a specification that states no substitutions, no deviation from this requirement will be permitted. Offeror must comply with the true intent of the specifications and drawings and not take advantage of any unintentional error or omission.

In cases where no type and kind of product is specified, specifications have been developed to indicate minimal standards as to the usage, materials, and contents based on the needs of the members. References to manufacturer’s specifications (“Design Guides”), when used by Region 4 ESC, are to be considered informative to give the Offeror information as to the general style, type and kind requested. Responses proposing goods, materials or equipment regularly produced by a reputable manufacturer shall be evaluated by Region 4 ESC which will, in its sole discretion, determine whether such proposed goods, materials or equipment are substantially equivalent to the Design Guides, considering quality, workmanship, economy of operation, and suitability for the purpose intended. Offerors should include all documentation required to evaluate whether or not their proposed goods, materials or equipment are substantially equivalent to the Design Guides.

21. Quality of Materials or Services: Offeror shall state the brand name and number of the materials being provided. If none is indicated, it is understood that the Offeror is proposing the exact brand name and number specified or mentioned in the solicitation. However, unless specifically stated otherwise, comparable substitutions will be permitted in cases where the material is equal to that specified, considering quality, workmanship, economy of operation and suitability for the purpose intended.
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22. Samples: Upon request, samples shall be furnished, free of cost, within seven (7) days after receiving notice of such request. By submitting the proposal Offeror certifies that all materials conform to all applicable requirements of this solicitation and of those required by law. Offeror agrees to bear the costs for laboratory testing, if results show the sample does not comply with solicitation requirements. Submissions may no longer be considered for failing to submit samples as requested.

23. Formation of Contract: A response to this solicitation is an offer to contract with Region 4 ESC based upon the terms, conditions, scope of work, and specifications contained in this request.

A solicitation does not become a Contract until it is awarded by Region 4 ESC. A Contract is formed when Region 4 ESC’s board signs the Offer and Contract Signature Form. The signed Offer and Contract Signature Form provided with the RFP response eliminates the need for a formal signing process.

24. Multiple Awards: Region 4 ESC reserves the right to award Contract(s) to multiple Offerors.

The decision to award multiple Contracts, award only one Contract, or to make no awards rests solely with Region 4 ESC.

25. Non-Exclusive: Any Contract resulting from this solicitation shall be awarded with the understanding and agreement it is for the sole convenience and benefit of Region 4 ESC.

Region 4 ESC reserves the right to obtain like goods and services from other sources.

26. Protest Procedure: Any protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm Central Time. No protest shall lie for a claim that the selected Offeror is not a responsible Offeror. Protests shall be filed with Robert Zingelmann, Chief Financial Officer, Finance and Operations Services, and sent to the Region 4 ESC office at: 7145 West Tidwell Road, Houston, TX 77092. Protests shall include the following:
a) Name, address and telephone number of protester;
b) Original signature of protester or its representative; c) Identification of the solicitation by RFP number;
d) Detailed statement of legal and factual grounds including copies of relevant documents; and
e) the form of relief requested.

Any protest review and action shall be considered final with no further formalities being considered.
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IV. EVALUATION PROCESS AND CRITERIA

1. A committee will review and evaluate all responses and make a recommendation for award of Contract(s). The recommendation for Contract awards will be based on the predetermined criteria factors outlined in this section, where each factor is assigned a point value based on its importance. In evaluating the responses, the following predetermined criteria is considered:
a) Products/Pricing (40 Points)
b) Performance Capability (30 Points)
c) Qualification and Experience (20 Points)
d) Value Add (10 Points)

2. Offeror’s proposal should, at a minimum, include the following for Region 4 ESC’s evaluation:
a) Products/Pricing
i. Offerors shall provide pricing based on a discount from a manufacturer’s price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer’s product lines, services, warranties, etc. that are available from Offeror and the pricing per item.

Multiple percentage discounts are acceptable if, where different percentage discounts apply, they different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories.
ii. Include an electronic copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) • Manufacturer part #
• Offeror’s Part # (if different from manufacturer part #) • Description
• Manufacturers Suggested List Price and Net Price
• Net price to Region 4 ESC (including freight)
Media submitted for price list must include the Offerors’ company name, name of the solicitation, and date on a Flash Drive (i.e. Pin or Jump Drives). iii. Is pricing available for all products and services? iv. Describe any shipping charges.
v. Provide pricing for warranties on all products and services. vi. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.
vii. Describe how customers verify they are receiving Contract pricing. viii. Describe payment methods offered.
ix. Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. #3..
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x. Describe how future product introductions will be priced and align with Contract pricing proposed.
xi. Provide any additional information relevant to this section.

Not to Exceed Pricing. Region 4 ESC requests pricing be submitted as not to exceed pricing.

Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable.
b) Performance Capability
i. Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners.
ii. The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response.

Offeror’s response should include any proposed exceptions to OMNIA Partners Administration Agreement on Appendix B, Terms and Conditions Acceptance Form.
iii. Include completed Appendix D, Exhibits F. Federal Funds Certifications and G.

New Jersey Business Compliance.
iv. Describe how Offeror handles emergency downtime.
v. Describe Offeror’s ability to meet service and warranty needs beyond standard. vi. Describe Offeror’s customer fulfillment process
vii. Describe Offeror’s customer service/problem resolution process. Include hours of operation, number of services, etc.
viii. Describe Offeror’s invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cards/p-cards.
ix. Describe Offeror’s contract implementation/customer transition plan. x. Describe the financial condition of Offeror.
xi. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality.
xii. Provide any additional information relevant to this section. c) Qualification and Experience
i. Provide a brief history of the Offeror, including year it was established and corporate office location.
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ii. Describe Offeror’s reputation in the marketplace.
iii. Describe Offeror’s reputation of products and services in the marketplace. iv. Describe the experience and qualification of key employees. v. Describe Offeror’s experience working with the government sector. vi. Describe in detail what level of assistance will be provided to a Participating Public Agency to secure e-rate funding. Identify how much effort will be required in obtaining this funding. Specify the services available to the agency for project planning, specialized program assistance, and other services provided to the agency dealing with the e-rate program.
vii. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.
viii. 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. ix. Provide any additional information relevant to this section. d) Value Add
i. Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract.

3. Competitive Range: It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary.

4. Past Performance: An Offeror’s past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror’s businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP.

5. Additional Investigations: Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror. #3..
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1 APPENDIX A

DRAFT CONTRACT
This Contract (“Contract”) is made as of __________, 2020 by and between (“Contractor”) and Region 4 Education Service Center
(“Region 4 ESC”) for the purchase of Unified Communications as a Service (UCaaS) (“the products and services”).

RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals Number R______ for _______ (“RFP”), to which Contractor provided a response (“Proposal”); and WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.

WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.

WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC’s intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days’ (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement.
2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.
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CONTRACT
2 3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s).
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
ii. Offeror’s Best and Final Offer
iii. Offeror’s proposal
iv. RFP and any addenda
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC.

Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period.

Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications;
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CONTRACT
3 iv. Failing to complete required work or furnish required materials within a reasonable amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or
vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order.

Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.
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CONTRACT
4 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated.
13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract.
14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC.

The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.

Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.
18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing #3..
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CONTRACT
5 being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a thirdparty auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC.
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.
21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.
22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.
23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to:
moving furniture, installing wiring for networks or power, and similar pre-installation requirements.
25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.
26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by #3..
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6 its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.
27) Smoking. Persons working under the Contract shall adhere to local smoking policies.

Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract.
30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract.

Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas.
31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.
32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.
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OFFER AND CONTRACT SIGNATURE FORM
The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing.

Company Name
Address
City/State/Zip
Telephone No.

Email Address
Printed Name
Title
Authorized signature
Accepted by Region 4 ESC:

Contract No. ______________
Initial Contract Term to

Region 4 ESC Authorized Board Member Date

Print Name

Region 4 ESC Authorized Board Member Date

Print Name
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Appendix B

TERMS & CONDITIONS ACCEPTANCE FORM
Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail.

Check one of the following responses:

Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included:
(Note: Unacceptable exceptions may remove Offeror’s proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final.

If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or
Specification
Exception/Proposed Modification Accepted
(For Region 4
ESC’s use)
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Appendix C

ADDITIONAL REQUIRED DOCUMENTS
DOC #1 Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy DOC #2 Antitrust Certification Statements (Tex. Government Code § 2155.005) DOC #3 Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295) DOC #4 Texas Government Code 2270 Verification Form
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Appendix C, Doc #1

ACKNOWLEDGMENT AND ACCEPTANCE
OF REGION 4 ESC’s OPEN RECORDS POLICY

OPEN RECORDS POLICY
All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act.

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

Signature below certifies complete acceptance of Region 4 ESC’s Open Records Policy, except as noted below (additional pages may be attached, if necessary).

Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy below:

We acknowledge Region 4 ESC’s Open Records Policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act.

We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act.

(Note: Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confident and will not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that information being considered public information and released, if requested under the Public Information Act.) Date Authorized Signature & Title
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Appendix C, Doc #2

ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form
I affirm under penalty of perjury of the laws of the State of Texas that:

1. 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
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Appendix C, DOC # 3
Implementation of House Bill 1295
Certificate of Interested Parties (Form 1295):

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

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

Filing Process:

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

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

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

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

Electronic Filing Application:
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm Frequently Asked Questions:
https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php Changes to Form 1295: https://www.ethics.state.tx.us/data/filinginfo/1295Changes.pdf #3..
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Appendix C, DOC # 4
Texas Government Code 2270 Verification Form
House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

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

I, ___________________________________________________, as an authorized representative of
_____________________________________________________________, a contractor engaged by
Insert Name of Company
Region 4 Education Service Center, 7145 West Tidwell Road, Houston, TX 77092, verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future.

Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at 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 #3..
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Version January 30, 2020

APPENDIX D

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
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Requirements for National Cooperative Contract

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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 4 Education Service Center (“ESC”) (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Unified Communications as a Service (UCaaS). 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, #3..
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Requirements for National Cooperative Contract

Page 3 ends

obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.

These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners 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
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The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
Suppliers are required to pay an administrative fee of three percent (3%) of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B).

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $50 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

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

Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g. governing law) are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and OMNIA Partners shall agree without being in conflict with the Master Agreement.

Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the #3..
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responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

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

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ 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
Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. #3..
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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 in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

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

B. Total number and location of sales persons employed by Supplier.

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

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

E. Describe any green or environmental initiatives or policies.

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

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

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Yes No
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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 c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

L. Describe any debarment or suspension actions taken against supplier

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

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

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

C. Describe how Participating Agencies are ensure they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating #3..
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Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

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

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

3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days
B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e.

Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual 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 #3..
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vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page;
• A dedicated toll-free number and email address for OMNIA Partners
C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.

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

D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
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iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts G. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

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

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

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

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

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

L. Provide the Contract Sales (as defined in Section 10 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”).
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$_______.00 in year one
$_______.00 in year two
$_______.00 in year three
To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
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. #3..
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EXHIBIT B

ADMINISTRATION AGREEMENT, EXAMPLE

ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20__, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), and ________________ (“Supplier”).

RECITALS
WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ____________________________ (the “Product”);
WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies;
WHEREAS, OMNIA Partners serves as the 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.
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TERMS AND CONDITIONS

2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof.

3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance.

4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as 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 contract administrator under the Master Agreement.

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

6. OMNIA Partners shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement.

7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA

PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS’ PERFORMANCE AS A 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 – 8 and 12 – 23, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions #3..
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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 images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.

ADMINISTRATIVE FEE, REPORTING & PAYMENT

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, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.

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. #3..
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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 Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

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

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 underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners’ reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners’ costs and expenses related to such audit.

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 Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled.

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 law 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. #3..
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A. OMNIA Partners:

OMNIA Partners
Attn: President
840 Crescent Centre Drive
Suite 600
Franklin, TN 37067
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.

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 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 similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. #3..
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[INSERT SUPPLIER ENTITY NAME] NATIONAL

INTERGOVERNMENTAL

PURCHASING ALLIANCE

COMPANY, A DELAWARE

CORPORATION D/B/A OMNIA

PARTNERS, PUBLIC SECTOR
Signature Signature
Sarah Vavra
Name Name
Sr. Vice President, Public Sector
Contracting
Title Title
Date Date
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EXHIBIT C

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT,

EXAMPLE

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

Communities (collectively, “OMNIA Partners”) to be appended and made a part hereof and such other public agencies (“Participating Public Agencies”) who register to participate in the cooperative purchasing programs administered by OMNIA Partners 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, #3..
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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.

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

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

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

7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “GPO Contract”) will make timely payments to the distributor, manufacturer or other vendor (collectively, “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

PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS

PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR #3..
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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.

NATIONAL INTERGOVERNMENTAL

PURCHASING ALLIANCE COMPANY,

A DELAWARE CORPORATION D/B/A

OMNIA PARTNERS, PUBLIC SECTOR

AND/OR COMMUNITIES PROGRAM

MANAGEMENT, LLC, A CALIFORNIA

LIMITED LIABILITY COMPANY D/B/A
U.S. COMMUNITIES
Authorized Signature Signature
Sarah E. Vavra
Name Name
Sr. Vice President, Public Sector Contracting
Title and Agency Name Title
Date Date
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EXHIBIT D

PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE

PRINCIPAL PROCUREMENT AGENCY CERTIFICATE
In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), [NAME OF PPA] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate.

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

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

Authorized Signature, [PRINCIPAL PROCUREMENT AGENCY]
Signature
Name
Title
Date
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EXHIBIT E

CONTRACT SALES REPORTING TEMPLATE
Contract Sales Report submitted electronically in Microsoft Excel:
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EXHIBIT F

FEDERAL FUNDS CERTIFICATIONS

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

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

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

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

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

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

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
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Obligations means, when used in connection with a non–Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

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

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

Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using small purchase methods. Non–Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micropurchase.) Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

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

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

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

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

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

Does offeror agree? YES Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES Initials of Authorized Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” #3..
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Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.

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

Does offeror agree? YES Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

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

Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

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

Does offeror agree? YES Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non- Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA) #3..
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Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

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

Does offeror agree? YES Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). #3..
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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.

Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

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

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

Offeror’s Name: ____________________________________________________________________________________________ Address, City, State, and Zip Code: _____________________________________________________________________________ Phone Number:___________________________________ Fax Number: ______________________________________ Printed Name and Title of Authorized Representative:______________________________________________________________________ Email Address: ____________________________________________________________________________________________ Signature of Authorized Representative: ____________________________________Date: _____________________________ #3..
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FEMA SPECIAL CONDITIONS
Awarded Supplier(s) 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 Special Conditions required by the Federal Emergency Management Agency (FEMA). “Contract” in the below pages under FEMA SPECIAL CONDITIONS is also referred to and defined as the “Master Agreement”.
“Contractor” in the below pages under FEMA 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 Chapter III, ¶ 6.d must be rejected and cannot receive contract awards at any level.

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;

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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. Termination for Convenience:

The right to terminate this Contract for the convenience of the Participating Public Agency is retained by the Participating Public Agency. In the event of a termination for convenience by the Participating Public Agency, the Participating Public Agency shall, at least ten (10) calendar days in advance, deliver written notice of the termination for convenience to Contractor. Upon Contractor’s receipt of such written notice, Contractor immediately shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work then in place. Contractor shall then be paid by the Participating Public Agency, in accordance with the terms and provisions of the Contract Documents, an amount not to exceed the actual labor costs incurred, the actual cost of all materials installed and the actual cost of all materials stored at the project site or away from the project site, as approved in writing by the Participating Public Agency but not yet paid for and which cannot be returned, and actual, reasonable and documented demobilization costs, if any, paid by Contractor and approved by the Participating Public Agency in connection with the Scope of Work in place which is completed as of the date of termination by the Participating Public Agency and that is in conformance with the Contract Documents, less all amounts previously paid for the Work. No amount ever shall be owed or paid to Contractor for lost or anticipated profits on any part of the Scope of Work not performed or for consequential damages of any kind.

2. Equal Employment Opportunity:

The Participating Public Agency highly encourages Contractors to implement Affirmative Action practices in their employment programs. This means Contractor should not discriminate against any employee or applicant for employment because of race, color, religion, sex, pregnancy, sexual orientation, political belief or affiliation, age, disability or genetic information.

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. #3..
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(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

3. “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, 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, 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 considerations for employment without regard to race, color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice #3..
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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. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) 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. (6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies 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. (7) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States.”

4. Davis Bacon Act and Copeland Anti-KickbackAct.
a. Applicability of Davis-Bacon Act. The Davis-Bacon Act only applies to the emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program. It does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program. b. All prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction)). See 2 C.F.R. Part 200, Appendix II, ¶ D. c. In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once aweek.
d. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding #3..
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agency.
e. In contracts subject to the Davis-Bacon Act, the contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA.
f. The regulation at 29 C.F.R. § 5.5(a) does provide the required contract clause that applies to compliance with both the Davis-Bacon and Copeland Acts. However, as discussed in the previous subsection, the Davis-Bacon Act does not apply to Public Assistance recipients and subrecipients. In situations where the Davis-Bacon Act does not apply, neither does the Copeland “Anti-Kickback Act.” However, for purposes of grant programs where both clauses do apply, FEMA requires the following contract clause:
“Compliance with the Copeland “Anti-Kickback” Act.
(1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.
(2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses
(3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.”

5. Contract Work Hours and SafetyStandards Act.
a. Applicability: This requirement applies to all FEMA grant and cooperative agreement programs.
b. Where applicable (see 40 U.S.C. § 3701), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.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. c. Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the workweek.
d. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. e. The regulation at 29 C.F.R. § 5.5(b) provides the required contract clause concerning compliance with the Contract Work Hours and Safety Standards Act:
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“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 (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.”

6. Rights to Inventions Made Under a Contract or Agreement. a. Stafford Act Disaster Grants. This requirement 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.” b. If the FEMA award meets the definition of “funding agreement” under 37 C.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. #3..
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Part 200, Appendix II, ¶ F.
c. The regulation at 37 C.F.R. § 401.2(a) currently 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 thisparagraph.

7. Clean Air Act and the Federal Water Pollution Control Act. Contracts of amounts in excess of $150,000 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.
a. The following provides a sample contract clause concerning compliance for contracts of amounts in excess of $150,000:
“Clean Air Act
(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C.§ 7401 et seq. (2) The contractor agrees to report each violation to the (name of the state agency or local or Indian tribal government) and understands and agrees that the (name of the state agency or local or Indian tribal government) will, in turn, report each violation as required to assure notification to the (name of recipient), Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (3) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Federal Water Pollution Control Act
(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The contractor agrees to report each violation to the (name of the state agency or local or Indian tribal government) and understands and agrees that the (name of the state agency or local or Indian tribal government) will, in turn, report each violation as required to assure notification to the (name of recipient), Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in partwith Federal assistance provided by FEMA.”

8. Debarment and Suspension.
a. Applicability: This requirement applies to all FEMA grant and cooperative agreement programs.
b. Non-federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non procurement Debarment and #3..
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Suspension).
c. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II, ¶ H; and Procurement Guidance for Recipients and Subrecipients Under 2 C.F.R. Part 200 (Uniform Rules):

Supplement to the Public Assistance Procurement Disaster Assistance Team (PDAT) Field Manual Chapter IV, ¶ 6.d, and Appendix C, ¶ 2 [hereinafter PDAT Supplement]. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by 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; PDAT Supplement, Chapter IV, ¶ 6.d and Appendix C, ¶ 2.
d. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there is a “covered transaction,” which is any non-procurement transaction (unless excepted) at either a “primary” or “secondary” tier.

Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipient. e. 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. 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, its 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 and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by (insert name of subrecipient). 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 (name of state agency serving as recipient and name of subrecipient), the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, #3..
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subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.”

9. Byrd Anti-LobbyingAmendment.
a. Applicability: This requirement applies to all FEMA grant and cooperative agreement programs.
b. Contractors that apply or bid for an award of $100,000 or more must file the required certification. See 2 C.F.R. Part 200, Appendix II, ¶ I; 44 C.F.R. Part 18; PDAT Supplement, Chapter IV, 6.c; Appendix C, ¶ 4.
c. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the non-Federal award. See PDAT Supplement, Chapter IV, ¶ 6.c and Appendix C, ¶ 4.
d. The following provides a Byrd Anti-Lobbying contract clause:
“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.”
APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person 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 #3..
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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 certifyand disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor, , certifies or affirms the truthfulness and accuracyof each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, ifany.

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

10. Procurement of Recovered Materials.
a. Applicability: This requirement applies to all FEMA grant and cooperative agreement programs.
b. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act at 42 U.S.C. § 6962). See 2 C.F.R. Part 200, Appendix II, ¶ J; 2 C.F.R. § 200.322; PDAT Supplement, Chapter V, ¶ 7.
c. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
d. The following provides the clause that a state agency or agency of a political subdivision of a state and its contractors can include in contracts meeting the above contract thresholds:
“(1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired—
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(i) Competitively within a timeframe providing for compliance with the contract performanceschedule;
(ii) Meetingcontract performance requirements; or
(iii) At a reasonable price.
(2) Information about this requirement, along with the list of EPA- designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.”

11. Additional FEMARequirements.
a. The Uniform Rules authorize FEMA to require additional provisions for non- Federal entity contracts. FEMA, pursuant to this authority, requires or recommends the following:
b. Changes.

To be eligible for FEMA assistance under the non-Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured.
c. Access to Records.

All non-Federal entities must place into their contracts a provision that all contractors and their successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing Department and FEMA access to records, accounts, documents, information, facilities, and staff. See DHS Standard Terms and Conditions, v 3.0, ¶ XXVI (2013).
d. The following provides a contract clause regarding access to records:
“Access to Records. The following access to records requirements apply to this contract:
(1) The contractor agrees to provide (insert name of state agency or local or Indian tribal government), (insert name of recipient), the FEMA Administrator, the Comptroller General of the United States, or 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.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under thecontract.”
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12. DHS Seal, Logo, and Flags.
a. All non-Federal entities must place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. See DHS Standard Terms and Conditions, v

3.0, ¶ XXV (2013).
b. The following provides a contract clause regarding DHS Seal, Logo, and Flags: “The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval.”

13. Compliance with Federal Law, Regulations, and Executive Orders. a. All non-Federal entities must place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable federal law, regulations, executive orders, and FEMA policies, procedures, and directives.
b. The following provides a contract clause regarding Compliance with Federal Law, Regulations, and Executive Orders: “This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.”

14. No Obligation by FederalGovernment.
a. The non-Federal entity must include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from thecontract.
b. The following provides a contract clause regarding no obligation by the Federal Government: “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.”

15. Program Fraud and False or Fraudulent Statements or Related Acts. a. 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. The following provides a contract clause regarding Fraud and False or Fraudulent or Related Acts: “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 thiscontract.”
Additional contract clauses per 2 C.F.R. § 200.325
For applicable construction/reconstruction/renovation and related services: A payment and performance bond are both required for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all the contractor’s obligations under such contract. A “payment bond” is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided in the contract.

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.
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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: ________________________________ #3..
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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 Certification of Non-Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
• 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. #3..
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Requirements for National Cooperative Contract

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Finance CommitteeJune 23, 2025

Finance Committee
June 23, 2025