Attachment 2 - Amazon Business Contract Packet.pdf — Richmond City Council, October 3, 2023 (part 1 of 2)

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Version February 27, 2020

ONLINE MARKETPLACE
Executive Summary

Lead Agency: State of Utah Solicitation: MG20-81
RFP Issued: January 8, 2020 Pre-Proposal Date: PRE-PROPOSAL DATE Response Due Date: February 12, 2020 Proposals Received: #9

Awarded to: Amazon Services, LLC – Contract #MA3457

The State of Utah Division of Purchasing issued RFP MG20 -81 on January 8, 2020 , to establish a national cooperative contract for Online Marketplace.

The solicitation included cooperative purchasing language in Section 3 under Background of the Conducting Procurement Unit (Page 4):

NATIONAL CONTRACT
The State of Utah, as the Principal Procurement Agency, defined in Attachment G, 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 Part ners) 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 State of Utah 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 Attachment G, or as otherwise agreed to.

Notice of the solicitation was sent to potential offerors, as well as advertised in the following:

• State of Utah website
• OMNIA Partners website
• USA Today, nationwide
• Arizona Business Gazette, AZ
• San Bernardino Sun, CA
• Honolulu Star-Advertiser, HI
• The Advocate – New Orleans, LA
• New Jersey Herald, NJ
• Times Union, NY
• Daily Journal of Commerce, OR
• The State, SC
• Houston Community Newspapers, Cy Creek
Mirror, TX
• Deseret News, UT

Version February 27, 2020

• Richmond Times, VA
• Seattle Daily Journal of Commerce, WA
• Helena Independent Record, MT

On February 12, 2020 proposals were received from the following offerors:

• Amazon Services, LLC • GovConnection, Inc.
• American Solutions for Business • SHI International Corp. • Bluefin • W.W. Grainger, Inc.
• CDW Government LLC • Office Depot, Inc.
• The Chariot Group

The proposals were evaluated by an evaluation committee. Us ing the evaluation criteria established in the RFP, the committee elected to enter into negotiations with Amazon Service, LLC and proceeding with contract award upon successful completion of negotiations.

The State of Utah, OMNIA Partners and Amazon Services, LLC successfully negotiated a contract, and the State of Utah executed the agreement with a contract effective date of September 9, 2020.

Contract includes: Education, IT, MRO, and Office Online Marketplace Services with dynamic pricing. Amazon Services, LLC indicated value added items that include:
• Fee based membership program (providing customer access to enhanced guided buying, enhanced spend visibility unlimited free 2-day shipping, and progressive discounts) • Enhanced guided buying to enable organizations to set their procurement preferences and create a tailored purchasing experience, punchout (procurement provider integration) benefits • Pay by invoice to improve cash flow by extending payment to 30 days past date of shipment, and shopping lists for easy re-ordering.

Term:

Initial five-year agreement from September 9, 2020 through May 5, 2025 with no renewal options.

The Contractor shall have the right to enter local “service” agreements with Participating Public Agencies accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any combination of initial and renewal periods) not to exceed five years. Although the scope reflects the needs and requirements of the State of Utah, OMNIA Partners Participating Public Agencies may have different requirements. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements.

Dynamic Pricing:

The Amazon Business uses dynamic marketplace pricing. This contract will not need to be amended when prices fluctuate.

Under a dynamic pricing model, the State of Utah anticipates that the market establishes the best value and the State will not need to amend the contract when the market goes up or down.

Website: Amazon Business Cooperative Contract | Contract Documentation (omniapartners.com)

This space for filing stamp only

OR#:

O R A N G E C O U N T Y R E P O R T E R

~ SINCE 1921 ~

600 W. Santa Ana Blvd., Suite 205, Santa Ana, California 92701-4542 Telephone (714) 543-2027 / Fax (714) 542-6841

PROOF OF PUBLICATION

(2015.5 C.C.P.)

State of California )
County of Orange ) ss
Notice Type:

Ad Description:

I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the ORANGE COUNTY REPORTER, a newspaper published in the English language in the City of Santa Ana, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of Orange, State of California, under date of June 2, 1922, Case No. 13,421. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit:

Executed on: 10/10/2004
At Riverside, California
I certify (or declare) under penalty of perjury that the foregoing is true and correct.

Signature

SAN BERNARDINO COUNTY SUN
473 E CARNEGIE DR #200, SAN BERNARDINO, CA 92408
(909) 889-9666 (909) 884-2536
SB 3330847

SYDNEY RUBIN
PHASE 3 MARKETING & COMMUNICATIONS/NIPA
109 WESTPARK DRIVE SUITE 360
BRENTWOOD, TN - 37027

RFP - REQUEST FOR PROPOSALS
RFP No. MG20-81
I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the SAN BERNARDINO COUNTY SUN, a newspaper published in the English language in the city of SAN BERNARDINO, county of SAN BERNARDINO, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of SAN BERNARDINO, State of California, under date 06/27/1952, Case No. 73081. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit:
01/13/2020
01/13/2020

SAN BERNARDINO
!A000005329541!
Email
The State of U tah is req uesting
proposals from qualified an d
exp erienced firms to provide an
Online Marketplace (R FP No .

MG20 -81).In order to be considered,
the Offeror mus t compl ete an d
submi t a proposal to The State of
Utah through SciQuest in
accorda nc e with the solicitation
docu mentatio n avai lable at
https://bids.sciquest.com/apps/Rou t
er/P ublicEvent?Cus tomerOrg=Sta t
eOfU tah.

PR E -P ROPOSAL CON FERENCE:

Wed ne sday, Ja nuar y 22,2020,1:30
pm ,local time, via W ebinar Google
Meeti ng (m eet.google.com/a xf -
avqz -wm c).

PR O POSAL DU E DATE:

Feb ruary 12,2020,BEFORE 2:00
PM L OCAL TIME. CONTA CT:

Mich ael Glen n, State Contac t
Anal yst, 801 -538 -1287 or
mich [email protected].
1/13/20
SBS -3330847#
380939
Date: 01/08/2020
Adnum: 380939
Custid: 69764

ADVERTISING PROOF
Customer: PHASE 3 MARKETING & COMM.

Ad Title: Online Marketplace
Lines: 29
^STARTAD^380939^
State of Utah
Online Marketplace
Proposals Due: Feb. 12
The State of Utah is requesting
proposals from qualified and expe-
rienced firms to provide an Online
Marketplace (RFP No. MG20-
81). In order to be considered, the
Offeror must complete and submit
a proposal to The State of Utah
through SciQuest in accordance
with the solicitation documenta -
tion available at https:/ / bids.sci-
q u e s t . c o m / a p p s / R o u t e r / P u b l i c E v ent?CustomerOrg=StateOfUtah.

PRE-PROPOSAL CON FER-
ENCE: Wednesday, January 22,
2020, 1:30 pm, local time, via
Webinar Google Meeting (meet.
google.com/ axf-avqz-wmc).

PROPOSAL DUE DATE:

February 12, 2020, BEFORE 2:00
PM LOCAL TIME. CONTACT:

Michael Glenn, State Contact
Analyst, 801-538-1287 or
michaelglenn@ utah.gov.

Date of publication in
the Seattle Daily Journal of
Commerce, January 13, 2020.
1/13(380939)
^ENDAD^380939^
^THE-END^
State of Washington, King County

4C ❚ MONDAY, JANUARY 13, 2020 ❚ USA TODAY SPORTS
Visit us online at: usatoday.com
To advertise in USA TODAY
Marketplace, call:
(800) 397-0070
To view more Classified listings,
visit: www.classifieds.usatoday.com

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NOTICES

PUBLIC NOTICE
In compliance with Senate Bill No. 493, TEXAS 20 Purchasing Cooperative is soliciting vendors interested in submitting a proposal, for the purchase of school foodservice products and disposa ble ware. #3022(CEF) Frozen, Dry & Specialty Foods,
#3023(EF) Chemical and Paper
San Antonio ISD – Group C
Corpus Christi ISD – Group E
Austin ISD – Group F
Proposal pricing and documents must be submitted
electronically via BidForge (Fidelis Information Systems Corp) by 3:00 p.m., February 20, 2020 for #3022 Frozen,
Dry & Specialty, and by 3:00 p.m. February 27, 2020
for #3023 Chemical & Paper.

Proposals to be opened upon submission due date.

Evaluation criteria to include cost, product specificatio ns and financial stability. Refer to proposal terms and condition s for complete list. Proposal awarded on best value.

Interested bidders contact:

Jennifer Tinney, [email protected], (210) 370-54 91, ESC, Region 20, 1314 Hines Ave., San Antonio, TX 78208
The State of Utah is requesting proposals from qualified and experienced firms to provide an
Online Marketplace (RFP No. MG20-81).

In order to be considered, the Offeror must complete and subm it a proposal to The State of Utah through SciQuest in accordance with the s olicitation documentation available at https://bids.sciquest.com/a pps/Router/PublicEve nt?CustomerOrg=StateOfUtah.

PRE-PROPOSAL CONFERENCE:

Wednesday, January 22, 2020, 1:30 pm, local time,
via Webinar Google Meeting (meet.google.com/axf-avqz-wm c).

PROPOSAL DUE DATE: February 12, 2020, BEFORE 2:00 PM LOCAL TIME.

CONTACT: Michael Glenn, State Contact Analyst,
801-538-1287 or [email protected].
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BALTIMORE – Before this playoﬀ
run, a preseason rallying cry from Der-
rick Henry had started to take hold with
the Titans.

Why not us?
Now you have to wonder: Who is go-
ing to stop them?
These underachievers turned over-
achievers, the ones who’ve seemingly
fought uphill all season, wearing a lack
of respect on their sleeves, have proved
doubters wrong all the way to becoming
legitimate Super Bowl contenders.

Ending the Patriots’ dynasty at its
most vulnerable, impressive as that
was, was one thing.

Saturday night’s 28-12 victory over
the AFC’s top-seeded Ravens was an-
other.

This was the stage where failure
would have been expected, even under-
standable. In this roaring purple place,
against these Ravens, winners of 12 in a
row and owners of the most proliﬁc
rushing oﬀense in NFL history, every-
thing was lined up against the visitors
from Nashville, Tennessee.

Instead, it became the biggest state-
ment yet by these Titans. They’ve man-
aged to make something special out of a
season with so many earlier lows that
the highs can’t help but be astounding.

It’s real, though. These Titans really
are capable of beating anyone any-
where. We didn’t really know that until
Saturday night. We do now.

The Titans were somehow able to
control a game in which they were out-
gained 530 yards to 300 and in which
quarterback Ryan Tannehill threw for
only 88 yards compared with Henry’s
195 on 30 carries.

They did it by being more clutch than
the Ravens – scoring three touchdowns
on third down, forcing turnovers, mak-
ing two critical defensive stops on
fourth-and-short – and continuing to
ride the tireless Henry and a steady
rushing attack that is proving tortuous
for all defenses in its path.

You could say it’s winning ugly, but
there is no such thing at this point in a
season.

The Titans earned this AFC Champi-
onship Game trip.

For as much excitement as they’ve
provided in recent months, nothing has
been easy. This rarely looked like a dom-
inant team, more so a gritty, well-
coached, hardworking one. That was
the identity, and as much as you respect
it, you also had to wonder about the up-
side when the competition increased.

And there was no NFL team as domi-
nant this season as the Ravens. The
playoﬀs, as they should be, are built to
reward worthy regular seasons. The
Ravens had all of the advantages. They
had a raucous home crowd ready for a
Super Bowl run. They were rested and
seemingly more than ready to tackle a
Titans team that had been ﬁghting for
its postseason life the past two weeks.

Instead, the Titans pounced ﬁrst, and
an early 14-0 lead was mammoth in a
matchup of two teams eager to run the
football. Before intermission, the Titans
intercepted a Lamar Jackson pass to kill
an early drive, setting up one touch-
down, and then stopped him on fourth
down to set up another.

It was the perfect blend of comple-
mentary football the Titans had been
seeking all season while rarely ﬁnding.

After each fourth-and-short stop, the
oﬀense took advantage immediately,
with Tannehill hitting a long touchdown
pass in the ﬁrst half and Henry breaking
a long run in the third quarter.

The Titans’ oﬀense kept making
plays when needed while the defensive
plan couldn’t have been much better.

The Titans mostly kept Jackson in front
of them. They didn’t let the league’s pre-
sumptive MVP beat them with his feet.

They made him do it with his arm, be-
ginning in the ﬁrst half when the Ravens
fell behind by two touchdowns.

Jackson made some plays. He broke
some runs. He hit some throws. But it
wasn’t enough.

The game script was perfect for the
Titans, though. They beat the Ravens at
their own game, and in the end, it wasn’t
the Titans who looked tired. It was the
Ravens as Henry continued to run
through and around them, their season
gradually slipping away and their fans
leaving early for the exits.

Next week will bring a new road chal-
lenge, of course, but there’s one lesson
to take from Baltimore.

If the Titans can do this to the Rav-
ens, they can do it to anybody.

Titans seem unstoppable after latest upset
Gentry Estes
Columnist
The (Nashville) Tennessean

USA TODAY NETWORK
Titans running back Derrick Henry passes to wide receiver Corey Davis for a touchdown during the third quarter. ANDREW NELLES/TENNESSEAN.COM BALTIMORE – The Ravens’ locker
room was quiet Saturday night, save for
the shuﬄing of reporters’ feet and the
occasional expletive echoing from
around the corner. Earl Thomas draped
a towel over his head. Matthew Judon
likened the night to a car crash. Michael
Pierce turned away from reporters, rest-
ed his head on a shelf in his locker and
stood motionless for several seconds.
“Damn, man,” he said quietly.

Baltimore’s 2019 season wasn’t sup-
posed to end like this, in a 28-12 shel-
lacking at the hands of the sixth-seeded
Titans. For months, the Ravens had spo-
ken cautiously but conﬁdently about
their Super Bowl aspirations. They had
the presumptive MVP at quarterback in
Lamar Jackson. They had 12 Pro Bow-
lers. Home-ﬁeld advantage. A 12-game
winning streak. The stage was set per-
fectly.

And then?
“(Expletive), we got our ass whooped
today,” running back Mark Ingram said.
“For real.”
Ravens players spent the moments
after the game in something of a daze,
frustrated by their performance and be-
fuddled by how their dream season un-
raveled so quickly. Cornerback Marlon
Humphrey said it didn’t feel real.
“Even down to the clock hitting zero, I
was still like, ‘Is this really happening?’ ”
he said. “One of the guys was like, ‘This
is a dream. I’m going to wake up tomor-
row and it’s going to be Saturday and it’s
going to be game day.’ That’s kind of
what it felt like, honestly, as crazy as
that sounds.”
For Baltimore, it wasn’t just that Sat-
urday night happened, but how. Ten-
nessee not only managed to clamp
down on the Ravens’ strengths but also
use their own identity against them.

The Ravens led the league in fourth-
down conversion rate (70.8%) during
the regular season, but they went 0-
for-4 on fourth downs against Tennes-
see. They also led the league in rushing
and had the league’s No. 5 rushing de-
fense. But the Titans held Baltimore
running backs to 42 yards on just nine
carries, while Derrick Henry bulldozed
his way to a 195-yard performance.
“We just got out of our element a little
too fast, you know, trying to beat them
to the punch,” said Jackson, who ﬁn-
ished with 143 rushing yards on 20 car-
ries.

Ravens players admitted it was a bit
strange to be playing from behind after
falling to a 14-0 deﬁcit early in the sec-
ond quarter, as they had grown accus-
tomed to jumping out to comfortable
leads. They also hadn’t played a truly
meaningful game in three weeks after
resting many of their veterans and stars,
including Jackson, in Week 17 – a stark
contrast to the Titans, who have been
ﬁghting to prolong their season for near-
ly a month now.

That dichotomy, and a host of
dropped passes and uncharacteristic
penalties, prompted questions about
rust. Is it possible Baltimore’s reward for
a 14-2 season ultimately contributed to
its downfall? Did the Ravens get too
much rest?
“I don’t have that answer. It’s unan-
swerable,” coach John Harbaugh said.
“Our guys practiced really hard and did
the best they could, but we didn’t play a
sharp football game, for sure. What
should you attribute that to? I guess you
can theorize a lot of diﬀerent things.”
The Ravens will have a long oﬀseason
in which to contemplate that question,
and otherwise wonder how they let this
opportunity slip away. Humphrey said
they’ll also need to confront what he
called “the hard truth” about who
they’ve become.
“I think this team’s identity right now
is get in the playoﬀs and choke,” he said.
“It is what it is.”
Of course, the Ravens also still have
plenty to be proud of, and much to look
forward to. Their star quarterback is
only days removed from his 23rd birth-
day, and he has a strong young core
around him. Five of Baltimore’s 12 Pro
Bowl honorees are 25 or younger, not
counting other promising pieces like
wide receiver Marquise Brown and of-
fensive tackle Orlando Brown Jr.

There’s also consistency at head
coach with Harbaugh, and in the front
oﬃce, with general manager Eric De-
Costa. And the Ravens ﬁgure to bring
back both oﬀensive coordinator Greg
Roman and defensive coordinator Wink
Martindale, who each interviewed for
head coaching jobs.
“Once the Super Bowl ends, everyone
is 0-0 again,” Orlando Brown Jr. said.

In time, the Ravens will likely come to
view their 2019 season in a more com-
plete way, to take the positive of the reg-
ular season hand-in-hand with the dis-
appointment of Saturday night. But for
now, it’s still fresh. It will take time for
the shock to wear oﬀ.
“You don’t ever expect to get into a
car crash until you get into a car crash,
and I feel like that’s what it is,” Judon
said. “We were riding. We were rolling
hot. And it hit us.”
Ravens’ dream season astonishingly crumbles
Tom Schad

USA TODAY
Ravens wide receiver Willie Snead IV
reacts in the fourth quarter of Satur-
day’s loss. EVAN HABEEB/USA TODAY SPORTS
Ad Number:

Insertion Number:

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Agency:

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Description:

USA Today
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Mkpl Today cls Jan13
Monday, January 13, 2020

CONFIDENTIAL

THE INFORMATION IN THIS DOCUMENT MAY NOT BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OFFEROR.

ATTACHMENT D – PROJECT CAPABILITY SUBMITTAL CHECKLIST AND FORMAT The Offeror must complete and submit this checklist along with the Project Capability (PC) Submittal. This PC Submittal Checklist is not counted in the 6-page PC Submittal limit.

Failing to answer or answering “No” to any of the questions below may result in disqualification. Offerors may delete the example on attachments D1, D2, and D3 in order to meet the 2 page maximum requirement.

The templates in attachments D1, D2, and D3 MUST be used. Do NOT include any identifying information in the attachment D1, D2, and D3. Information listed under the “Documented Performance” line in attachment D1, D2, and D3 may describe where the Offeror has used the approach or solution previously, and what the results were in terms of verifiable metrics. Offerors may delete the example and this paragraph when completing this document.

Example of response to Attachment D1, D2, and D3 can be found in the Examples Template found in the Buyer Attachment Section of this solicitation.

1. Is your PC Submittal (attachments D1, D2, & D3) a total of 6 pages or less (2 pages maximum per document)?
☒ Yes ☐ No

2. Do you understand that your PC Submittal will NOT contain your firm’s name, specific names of past projects, or information that may be used to identify who your firm is, including employees’ names?
☒ Yes ☐ No

3. Do you understand that you have to use the PC Submittal templates provided in this RFP and that you are NOT allowed to re-create the PC Submittal Templates (cannot alter font size, add colors, add pictures, etc.) or handwrite your responses? ☒ Yes ☐ No

4. Do you understand that your Proposal may be disqualified if you fail to meet any of the above requirements?
☒ Yes ☐ No

CONFIDENTIAL

THE INFORMATION IN THIS DOCUMENT MAY NOT BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OFFEROR.

ATTACHMENT D (1) – LEVEL OF EXPERTISE (LE) Demonstration

Level of Expertise #1: GOVERNMENT EXPERTISE: Our team is dedicated to working with governments as they implement procurement through an online store. Our Public Sector team that includes a former White House senior procurement executive, a former State CPO, and the CPO from one of the largest counties in the US—understands the unique needs of government procurement.

Documented Performance: Our Project Manager has successfully launched and administered a public sector contract with OMNIA, helping customers meet their public procurement policies through a dynamic online store. We currently serve more than 18 states and over half of the 100 most populous local governments. In her previous role as State CPO, our State strategist saved $100 million in her first year, conducted 40 reverse auctions, and streamlined the RFP process, reducing cycle time by a third. Our Government team appreciates the importance of change management when introducing new procurement methods, and this perspective will benefit Utah as you transition to this dynamic procurement model. A state CPO who recently onboarded with us said, “We always look for ways to make our processes more efficient, and save money for the State of Connecticut. We started working with [redacted] to give our agencies the familiar buying experience they use at home, but with the open, fair, and transparent process we need for state government. [Redacted]’s tools tailored for the needs of government customers was a great fit for us, and they had us up and running in 2 months with their onboarding assistance – it was the easiest implementation we’ve ever had.” Carol Wilson, Chief Procurement Officer – State of Connecticut

Level of Expertise #2: DYNAMIC eCOMMERCE EXPERTISE: We offer a transparent buying experience with hundreds of millions of products from hundreds of thousands of business sellers, and we have dedicated customer support to serve our customers.

Documented Performance: We are proud to serve millions of customers, including governments like the State of Oklahoma, the US Department of Homeland Security, and King County, Washington, along with hundreds of thousands of business sellers around the world with more than $10 billion in annualized sales. We offer access to nearly 150,000 US business sellers and hundreds of millions of products. This results in the selection, convenience, and low prices that delight our government customers.

CONFIDENTIAL

THE INFORMATION IN THIS DOCUMENT MAY NOT BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OFFEROR.

Level of Expertise #3: EDUCATION EXPERTISE: In addition to our Government team, we have a team dedicated to Education customers. As a result, we have the personnel with expertise to effectively serve not only the government entities that may use the awarded contract, but also the school districts and higher education institutions. Our teams work together for a seamless customer experience.

Documented Performance: In the US, we serve nearly 80% of the 100 largest enrollment education organizations, including a large school district in Utah with over 50,000 students. By using our online store, this large Utah school district enjoys increased account visibility, operational efficiencies, and cost savings. The District Procurement Manager commented that our annual membership program “makes everybody’s life so easy and reinforces good purchasing practices.” He also stated, “Teachers buy just what they need, without adding extras, because they’re getting free, two-day shipping with any order. That saves a lot of money that can be put right back into the classroom.”

Level of Expertise #4: BROAD SELECTION: We offer a vast selection of business supplies from brands you know and trust.

Documented Performance: We have hundreds of millions of items across multiple business- related categories, including 1,100 items across five spend segments identified as business essential items, which have increased inventory and availability. Customers can activate recurring delivery for frequently purchased items so they never run out of stock. In addition, customers can create reorder lists for these items to minimize manual procurement effort. A ranking by Apruve, Inc. of 60 office supplies distributors—based on online user experience, B2B features, and marketing techniques—rated us number 1.

Level of Expertise #5: PROCUREMENT CONTROL: We understand government customers need controls in an online store to ensure adherence to their procurement requirements. We offer a variety of features for customers to gain oversight and management of spending across the organization. We also have a feature to allow customers to block any company who is listed on the federal SAM debarred company list.

We have classified tens of millions of products into UNSPSC codes, which allow customers to curate their experience with us according to their procurement policies.

Documented Performance: We offer a variety of features for our customers to use, including: (1) tax-exempt purchasing for qualified organizations; (2) the ability to establish

CONFIDENTIAL

THE INFORMATION IN THIS DOCUMENT MAY NOT BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OFFEROR.
approval workflows before purchase; (3) the ability to guide buyers to appropriate purchases according to their policies, including restricting product categories (e.g., IT and Office Furniture), or preferring certain suppliers or products; and (4) spend reports to give you real- time data on spending across your state that includes more than 50 detailed data points like price paid, number of units purchased, and detailed product information.

ATTACHMENT D (2) – RISK ASSESSMENT (RA) PLAN

The Risk Assessment Plan should address the possible risks that the Offeror does NOT control when taking on this project. The descriptions should demonstrate the risks Offeror has encountered in similar projects, the solution to that risk, and the Offeror’s documented performance with its solution including effects on the overall budget and timeli nes of the project.

The risks should be prioritized (list the greatest risks first). The Offeror may add or delete Risk table templates, but do not exceed the 2-page limit for this section.

Risk #1 Description: An online store includes 3rd party sellers that offer products at market prices, which are subject to change. Product offerings and prices may fluctuate, so there is no guarantee that items that may have been purchased will be available in the future or at the same or lower price. 3rd party sellers may also manage returns, customer service inquiries, and fulfillment.

Solution: We have hundreds of thousands of business sellers globally, with more than 150,000 in the US, offering hundreds of millions of products to provide selection for our customers. We have a program that protects our customers when they purchase items sold and fulfilled by a third-party seller to cover both the timely delivery and the condition of the items, and provide functionality for customers to search for sellers that fulfil their diversity requirements (minority, women-owned, etc)
Documented Performance with Solution to Risk #1: A dynamic online store offers real-time competition with wide selection and purchasing efficiencies, driving total value benefits for our customers. It also provides access to the latest technologies and products, as well as options to help public sector customers wanting to direct spending to diverse sellers.

Risk #2 Description: We don’t offer consolidated invoices.

Solution: We do not currently offer a ‘Master Invoice Summary’ as a separate document.

Invoices are at the purchase level if all items ship within 5 days of the purchase date. However, we do provide real-time reporting of over 70 different transactional attributes. Once items are shipped, we send a copy of the invoice by email or via cXML integration. Customers can click on ‘View Invoice’ to see details on the invoice. We also accept procurement cards as a

CONFIDENTIAL

THE INFORMATION IN THIS DOCUMENT MAY NOT BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OFFEROR.
payment method.

Documented Performance with Solution to Risk #2: We are evaluating other potential consolidation-related features including periodic (e.g., monthly) invoicing and PO-level consolidated invoicing.

CONFIDENTIAL

THE INFORMATION IN THIS DOCUMENT MAY NOT BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OFFEROR.

ATTACHMENT D (3) – VALUE ADDED (VA) ITEMS

The Value-Added Items should identify any value-added options or ideas that may benefit the project. The value-added items should be prioritized (identify the most important claims first) and should provide examples of value added options that Offeror has implemented in other similar projects and the documented performance of each value-added item. The Offeror may add or delete Value Added Claim table templates, but do not exceed the 2-page limit for this section.

Value Added Item #1: Membership Program
How will this add value? Our membership program provides the customer access to (1) enhanced guided buying (the ability to guide buyers to certain products or sellers as well as restrict certain categories of spend); (2) enhanced spend visibility; and (3) unlimited free, 2-day shipping for over 100 million items and free same-day delivery or one-day shipping on eligible orders and (4) progressive discounts to ensure that customers buying large quantities of goods get the best price possible.

Documented Performance: Our membership program includes a data visualization tool (similar to Tableau, Quicksite, etc.). One customer has commented that “reporting on expenses used to be a time consuming, manual process. Now, we can evaluate spend data in near real -time and use as building blocks to prevent rogue spending. This has been just a huge, huge win.” Cost Impact (%): We offer a Public Sector price plan for Government, Education, and Nonprofit customers at $3,499 per year (vs. $10,999 for other business customers) which also provides unlimited shipping for everyone on the account.

Schedule Impact (%): 68%

Value Added Item #2: Enhanced Guided Buying
How will this add value? Enhanced Guided Buying enables organizations to set their procurement preferences and create a tailored purchasing experience for their buyers, making it easy to adhere to an organization’s policies. It creates buying efficiency by “guiding” end users to approved products and reduces approval burdens with restricted product categories. The Admin can create policies with multiple attributes such as restricting a category such as IT and Furniture with a spend limit that triggers an approval workflow.

Documented Performance: Some of our government customers currently use this feature to restrict product categories that are available on their cooperative contracts. Other customers use this feature to direct spending to specified small, diverse, and local sellers.

Cost Impact (%): Guided Buying is a feature within our membership program. Schedule Impact (%): n/a

CONFIDENTIAL

THE INFORMATION IN THIS DOCUMENT MAY NOT BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OFFEROR.

Value Added Item #3: Punchout (Procurement Provider Integration) Benefits How will this add value? Integrating your e-procurement system with your suppliers’ catalogs helps to automate your procure-to-pay process and purchases within your e-procurement system.

Documented Performance: Integration streamlines the buying experience, eliminates paper-based processes, increases adherence to procurement policies, uses existing approval workflows, and reduces order cycle time. We integrate with over 90 e-procurement systems.

Cost Impact (%): There is no additional cost at this time. Schedule Impact (%): n/a

Value Added Item #4: Pay by Invoice (PBI)
How will this add value? PBI allows customers upon credit approval to improve cash flow by extending payment to 30 days past date of shipment.

Documented Performance: Our customers can pay for products using purchasing cards, PBI, or purchase order. Receiving credit or payment terms from businesses improves cash flow.

Longer terms free up capital for day-to-day operations. Customers also gain control from payment terms, as they pay only when the goods are received and verified.

Cost Impact (%): There is no additional cost at this time. Schedule Impact (%): n/a

Value Added Item #5: Shopping lists for easy re-ordering How will this add value? Administrators and requisitioners can create lists of items with or without quantities to create efficiencies in re-ordering items when supplies need to be replenished. These lists can be shared with other users and edited or deleted at any time.

Documented Performance: Our customers like the simplicity created by this easy re- ordering process.

Cost Impact (%): There is no additional cost at this time. Schedule Impact (%): n/a

Attachment E – Marketing/Education Plan
Currently, we have five sales offices in the United States (Seattle, Boston, Detroit, Austin, Washington, D.C.) but we have the capability to serve public sector customers in all 50 states. We have a separate contractual relationship with OMNIA similar to the one proposed here and have successfully marketed, administered, and grown that contract for its use by thousands of customers. We will develop a similar go-to-market plan for this contract, which will include the following activities:
1) We will add this contract to our web-based cooperative homepage for the purpose of promoting its compliance offerings and on-boarding existing customers. The homepage will have a registration flow that will include a link for existing customers to utilize this contract.

2) We will proactively send email campaigns to relevant prospective and existing customers following the contract launch.

3) We will add this contract to our existing training program for our public sector sales force personnel to describe the benefits of this contract as well as the difference between it and other available contracts. We will also ensure that all public sector sales force personnel have completed such training within 90 days of contract launch. Thereafter, all new public sector sales force personnel will receive this training during new hire orientation.

4) We will attend several procurement events targeted at education and government agencies in an effort to reach thousands of purchasing administrators, buying influencers, and buying decision makers. For example, we regularly attend 7 national events including NASPO Exchange, NASCA, ASBO, NAEP, NACUBO, FETC, and NIGP Annual Meetings. We also attended or plan to attend more than 20 local, state, and regional conferences.

5) We will work to create a one-page marketing collateral document demonstrating the benefits of the agreement for use by our public sector sales force personnel.

6) We will meet with any associated cooperative’s marketing team to discuss promotions and other campaigns and identify plans and opportunities to push activities out to Participating Public Agencies and webpage visitors.

7) We will support any associated cooperative’s comprehensive marketing plan in support of the Agreement.

8) We will hold regular business reviews with key contract administrators and cooperative stakeholders to report on progress with contract adoption, marketing initiatives, and potential areas of concern.

Award Justification Statement
Statewide Solicitation #MG20-81
Contract Name: Online Marketplace
Awarded: 03/12/2020
I. S
ummary
The evaluation committee determined that the proposals submitted by the following vendors (in alphabetical order) met the required point thresholds and provide the best value for Online Marketplaces:

Am
azon.com Services LLC, CDW Government LLC, Office Depot Inc, The Chariot Group LLC, W.W. Grainger Inc.

II. Ev
aluation Process
Proposals were evaluated in accordance with Part 7 of the Utah Procurement Code by an Evaluation Committee comprised of representatives from the Utah Division of Purchasing, the City of West Jordan, the City of Murray, and Utah County. Solicitation number #MG20-81 was assigned to this solicitation. A representative from State Purchasing attended the evaluation committee meetings to ensure that the process outlined in the Procurement Code was followed, but was not a voting member of the evaluation committee.

A Best Value (BV) solicitation was issued by the State to enter into a State Cooperative contract with vendors to provide Office and School Supplies Marketplace to any eligible user defined in the BV, and any other State affiliated agencies, Cities, Counties, etc. The main goals of this solicitation are to procure Office and School Supplies through an online marketplace outlined above. Under Utah Code 63G-6a-702(2), the BV process was used because criteria other than costs were considered important in determining which proposal provides the best value to the State. These other factors (other than cost) were highly significant in determining which vendor’s proposal provided the best value to the State.

Following an evaluation of the mandatory minimum requirements (Stage I of the evaluation) identified in the BV, 9 vendors were deemed eligible to proceed to Stage 2: Technical Proposal Evaluation. Of these 9 vendors, 5 vendors met or exceeded the minimum technical score thresholds. These 5 vendors were eligible to proceed to the Stage 3: Cost Proposal Evaluation. The following section describes Stage 2 and Stage 3 of the evaluation process. Vendors A, B, C, and D did not meet the technical score threshold and were deemed non-responsive in order to move on to the cost stage.

III. Stage 2 and 3 – Technical Criteria and Cost Evaluation In Stage 2, proposals were evaluated against 3 criteria that were picked to show the vendors expertise within the criteria desired in this solicitation. These criteria asked Offerors to provide or were evaluated on the following: Level of Expertise (Criteria 1), Risk Assessment Plan (Criteria 2), Value Added Services (Criteria 3), and Marketing Plan (Criteria 4).

The Evaluation Committee subjectively assigned points for each criteria based on the vendors’ responses. Only the Technical criteria was assigned a weight threshold. A Total Technical Points threshold was established and set at 425 points. Offerors needed to match or exceed the threshold in order move on to the Stage 3 cost evaluation.

In Stage 3 of the evaluation, Offerors were asked to provide cost based on a list of items within the solicitation. The Offeror with the lowest Cost Point Ratio set the baseline ratio to be awarded a contract. Any Offeror whose Cost Point Ratio was within 300% of the lowest Cost Point Ratio was also awarded.

To
tal Cost was computed by adding up the proposed cost for all the items in the Items section of the solicitation. The formula to compute the Cost Point Ratio is: Total Cost/Technical Points = Cost Point Ratio.

State of Utah
Contract # MA3457
for
Online Marketplace
with

Amazon.com Services LLC

Effective: September 9, 2020

The following documents comprise the executed contract between the State of Utah and Amazon.com Services LLC effective September 9, 2020:

I. Vendor Contract and Signature Form
II. Supplier’s Response to the RFP, incorporated by reference DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

CONTRACTOR
October 1, 2020

Contract # MA3457

STATE OF UTAH COOPERATIVE CONTRACT

MASTER AGREEMENT

1. CONTRACTING PARTIES: This contract is between the Division of Purchasing and the following Contractor:

Amazon.com Services LLC
Name
410 Terry Ave N
Address
Seattle WA 98109
City State Zip

LEGAL STATUS OF CONTRACTOR
Sole Proprietor
Non-Profit Corporation
For-Profit Corporation
Partnership
Limited Liability Company

Contact Person Marcus Handler Email [email protected] Vendor # VC220555 Commodity Code #00000

2. CONTRACT PORTFOLIO NAME: Online Marketplace

3. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide: an online marketplace with dynamic pricing.

4. PROCUREMENT: This contract is entered into as a result of the procurement process on Solicitation # MG20-81.

5. CONTRACT PERIOD: Effective Date: September 9, 2020; Termination Date: May 5, 2025 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal options (if any): None.

6. Payment: Prompt Payment Discount (if any): NA.

7. Administrative Fee, as described in the Rebate Agreement between OMNIA Partners and the State of Utah.

8. The Contract contains the following documents listed in the order of precedence:

ATTACHMENT A: Terms and Conditions
ATTACHMENT B: Scope of Work

9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED (listed in order of precedence and below those documents listed in Section 8 in order of precedence):
a. All other governmental laws, regulations, or actions applicable to this contract. b. Utah State Procurement Code, Procurement Rules, Contractor’s response to solicitation #MG20-81, and Solicitation # MG20-81.

10. Each person signing this Agreement represents and warrants that he/she is duly authorized and has legal capacity to execute and deliver this Agreement and bind the parties hereto. Each signatory represents and warrants to the other that the execution and delivery of the Agreement and the performance of each party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on the parties and enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the "Effective Date" of this Contract shall be the date provided within Section 5 above.

STATE

October 1, 2020

Contractor's signature Date Director, Division of Purchasing Date Anne Rung
Type or Print Name and Title

Authorized Signatory Chris Hughes

DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR Michael Glenn 801-957-7137 NA [email protected]
Division of Purchasing Contact Person Telephone Number Fax Number Email (Revised 4/22/20 RS)

DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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Attachment A
Terms and Conditions

Below is a copy of the Amazon Business Accounts Terms and Conditions in effect on the Effective Date of the contract. Pursuant to Section 10 of the Amazon Business Accounts Terms and Conditions (as amended by the Amendment), Amazon may make changes at any time. The Amazon Business Accounts Terms and Conditions are available electronically
at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180.

1. PURPOSE OF AGREEMENT. This Agreement governs your access to, use of, and transactions made through Amazon Business. “Amazon Business” enables registered business customers to purchase products and services for business purposes and to access and use a set of features, services, software, and applications specifically intended for business customers. We may make available to you, through Amazon Business, certain services or products that are subject to additional terms and conditions, and if you use such services or purchase such products, those terms and conditions (the “Feature Terms ”) will also apply to you. Products
made available through Amazon Business may be designed for, and only appropriate for, specialized uses; accordingly, you may only use them as intended by, and in compliance with all instructions provided by, the manufacturer. Finally, certain policies accessible through Amazon Business apply to your and your users’ use of and access to Amazon Business. These “Policies” include the
Amazon Business Acceptable Use Policy, the Amazon Business Pricing Policy, the Amazon Business Sanctions and Export Policy, the Amazon.com Privacy Notice, the Amazon Business Gift Card Policy, and the Healthcare Disclosure Policies. This Agreement incorporates by reference the Feature Terms and the Policies.

2. ELIGIBILITY; ACCOUNT SECURITY. By creating a Business Account, you represent that (i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities (federal, state, local, and quasi-governmental entities), and all types of non-profit organizations (including 501(c) organizations, 527 organizations, and similar tax-exempt organizations).

Individual consumers should use Amazon.com. Upon completion of your registration, a “Business Account” will be created for your organization. You may authorize others to create a “User Account” associated with your Business Account. You are responsible for all activities that occur under your Business Account and any associated User Accounts, and must ensure your Users comply with the Acceptable Use Policy and this Agreement. You are responsible for maintaining the security of the passwords associated with your Business Account and User Accounts; if you believe an unauthorized person has access to your password, Business Account, or an associated User Account, you must contact us immediately and change any compromised passwords.

3. SHIPPING; RETURNS; REPLACEMENT CHARGES; PAYMENT METHODS; TAXES.

Your purchases are subject to Amazon’s Shipping and Returns Policies. All purchases of physical items from Amazon are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Unless you are participating in the Pay by Invoice service, payment for all purchases made through your Business Account is due upon shipment or on the date indicated on the checkout page, or, for digital products, when we make the digital product available to you. For returns, Amazon does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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without requiring a return. In this situation, Amazon does not take title to the refunded item. To purchase through Amazon Business, you will need at least one valid payment method associated with your Business Account; if there is a problem charging your selected payment method for any purchase, we may charge any other valid payment method associated with your Business Account. If we send any User a replacement product for a product they originally ordered using an individual payment method (such as a personal credit card) and the original product ordered is not returned within 30 days of the replacement request, you acknowledge and consent that we may charge any eligible payment method on record for the relevant User Account for the replacement product. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.

4. DISCLAIMER. UNLESS OTHERWISE SPECIFIED IN WRITING, ANY INFORMATION,

CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO YOU BY AMAZON ARE ON AN “AS IS” AND “AS AVAILABLE”

BASIS, AND AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY

KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. TO THE FULLEST EXTENT

PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING, AMAZON

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT

SELLS AND THE SERVICES AND INFORMATION IT PROVIDES, INCLUDING ANY

IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

5. INDEMNIFICATION. You will defend, indemnify, and hold harmless Amazon and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (a) any breach of the Agreement, (b) any unlawful, improper or negligent use by anyone of any product sold or service provided to you under the Agreement, (c) any dispute between you and your Users, or (d) your gross negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

6. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,

UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,

INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, THAT RESULT FROM YOUR

PURCHASE OF ANY PRODUCTS OR USE OF ANY SERVICES, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST

EXTENT PERMITTED BY LAW, AMAZON'S LIABILITY IN ALL EVENTS IS LIMITED

TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO THE LIABILITY.

7. CUSTOMER INFORMATION, PRIVACY, CONFIDENTIALITY.

DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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7.1. Customer Information. We require you to provide information about you and your Users to access and use Amazon Business, and you may need to provide supplemental information to use or purchase some Amazon Business products or services. You will ensure that all information that you provide to us is at all times accurate and complete. We may share information you provide (for example, your organization’s name, addresses, Taxpayer Identification Number) with others in your organization and third parties to confirm the accuracy of such information and your eligibility to use Amazon Business or certain services (for example, to confirm you hold a valid license, certification, or credential where required). To enable us to improve our services, including by making available additional product selection or business pricing, we may share specific order information about the products or services you purchase through your Business Account with the suppliers who provide such products or services. For example, for certain transactions, Amazon Business may share your organization’s name or credentials, shipping address, shipment date, ASIN/SKU, quantity or other relevant information.

7.2. Privacy. Except as disclosed in this Agreement, our use of your information is governed by the terms of the Amazon.com Privacy Notice. Please review the Privacy Notice to understand our practices with respect to your information. Please note that all information about Users and User Accounts associated with a Business Account may be shared with your organization.

7.3. Confidentiality. In connection with your use of Amazon Business, we may share with you information which is identified as confidential or that should reasonably be considered confidential (“Confidential Information”). You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You may use Confidential Information only in connection with your use of Amazon Business. You will not disclose Confidential Information during the term of this Agreement or at any time during the 5-year period following the termination of the Agreement, unless required by law. This applies to all Confidential Information in your possession, regardless of when or where you receive it.

8. GOVERNING LAW, DISPUTES, GOVERNMENTAL ENTITIES.

8.1. Governing Law. The laws of the State of Washington, without reference to conflict of law rules, as well as the Federal Arbitration Act and federal arbitration law, govern the Agreement and any dispute that might arise between you and us that pertains to Amazon Business or this Agreement. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.

8.2. Disputes. Any dispute or claim relating in any way to Amazon Business or this Agreement will be resolved by binding arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If, for any reason, a claim proceeds in court rather than in arbitration we DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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each waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

8.3. Public Sector Entities. If you are a public sector entity and precluded by law from agreeing to any of the provisions of Section 8 as set forth above, then any disputes with you will be governed by the substantive laws of the sovereign under whose laws you were formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions in this Agreement being deemed unlawful, void or for any reason unenforceable against you, those provisions will not apply to you and will be deemed severable from this Agreement. All other provisions in the Agreement remain in full force and effect.

9. THIRD-PARTY OFFERINGS. Parties other than Amazon operate stores, provide services or software, or sell product lines through Amazon Business. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from Amazon. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their sites). Amazon does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

10. MODIFICATIONS. We may, at any time in our discretion, change the Agreement by posting such a change on Amazon Business or by notifying your account administrators. YOUR

CONTINUED USE OF AMAZON BUSINESS AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO

ANY CHANGES, YOU MAY CANCEL YOUR BUSINESS ACCOUNT OR REFRAIN FROM USING THE AMAZON BUSINESS SERVICES IMPLICATED BY SUCH CHANGES.

11. ENTIRE AGREEMENT. The Agreement constitutes the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of the Agreement or which may be in any order, receipt, acceptance, confirmation, correspondence or other document, including informational forms we complete, sign or otherwise provide to you for your convenience.

12. TERM; TERMINATION. This Agreement takes effect when you create a Business Account and continues in effect until you or we terminate it. We may terminate the Agreement by providing notice to your administrators. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the Amazon Business services; and/or cancel orders. Amazon may choose to charge, modify, or stop charging a fee for any service in its sole discretion. You may DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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terminate the Agreement by giving us notice and closing your Business Account and each User Account. Upon termination, all rights and obligations under the Agreement automatically terminate except for rights of action occurring prior to termination, payment obligations, and Sections 1, 4, 5, 6, 7.3, 8, 10, 11, 12, 14, 15.

13. COPYRIGHTS; TRADEMARKS; PATENTS. Use of Amazon Business does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents, except as expressly permitted in writing by Amazon. Please see the Amazon Business Help Pages for further detail on Amazon owned or licensed copyrights, trademarks, patents, as well as how to address concerns about the use of your intellectual property rights by third parties.

14. LICENSE; SOFTWARE. The following Amazon Software Terms and License apply to your access and use of Amazon Business and all features and software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with Amazon Business (the “Amazon Software”). Subject to your compliance with the Agreement and your payment of any applicable fees, Amazon or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Amazon Business and Amazon Software. You may not use data mining, robots, or similar data gathering and extraction tools in connection with Amazon Business, nor may you download or copy Amazon Business information, including any collection of product listings, descriptions, reviews, or prices without our consent or for the benefit of another merchant. The following terms apply to your use of Amazon Software.

14.1. Use of the Amazon Software. You may use Amazon Software solely for purposes of enabling you to use Amazon Business, as permitted by the Agreement. You may not incorporate any portion of the Amazon Software into other programs or compile any portion of it in combination with other programs, or otherwise reproduce, duplicate, copy (except to exercise rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell, assign any rights to, or license the Amazon Software in whole or in part (including any features of Amazon Business). All software used in Amazon Business is the property of Amazon or its software suppliers and is protected by U.S. and international copyright Laws. You may not make any derivative use of Amazon Business without the express written consent of Amazon.

14.2. Use of Third Party Services. When you use the Amazon Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider.

Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

14.3. No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Amazon Software, whether in whole or in part.

14.4. Updates. We may offer automatic or manual updates to the Amazon Software at any time and without notice to you.

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14.5. Government End Users. If you are a U.S. Government end user, we are licensing the Amazon Software to you as a "Commercial Off-the-Shelf Item" as that term is defined in the U.S.

Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Amazon Software are the same as the rights we grant to all others under this Agreement.

14.6. Reserved Rights, Termination. All rights not expressly granted to you in the Agreement are reserved and retained by Amazon or its licensors, suppliers, publishers, rights holders, or other content providers. The licenses granted by Amazon terminate if you do not comply with the Agreement.

14.7. Conflicts. In the event of any conflict between the Agreement and any other Amazon or third-party terms applicable to any portion of Amazon Software, such as open-source license terms or specific product feature restrictions that are conveyed to you in the feature experience, such other terms will control as to that portion of the Amazon Software and to the extent of the conflict.

15. MISCELLANEOUS.

15.1. Suggestions. If you make any suggestions about Amazon Business or the features (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

15.2. Assignment. Except in connection with a reorganization, merger, sale, or transfer of substantially all of your assets (in which cases you must promptly provide written notice following assignment), you may not assign the Agreement without our prior written consent.

Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

15.3. Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

15.4. Waiver. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to enforce such provisions or any other provision of this Agreement subsequently.

15.5. Conflicts. In the event of any conflict between the Agreement and the Policies, the Agreement will prevail. In the event of any conflict between the Agreement and the Feature Terms, the applicable Feature Terms will control.

15.6. Construction. The word "including" will be interpreted without limitation when used in this Agreement.

15.7. Notices. You consent to receive communications from us electronically, including through e-mails, text messages, in-app push notices, notices and messages posted on Amazon Business or in your Message Center and other communications made available to you on a desktop or mobile device. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may retain copies of all of these communications for your records. We may also DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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send you notices at the address provided when registering your Business Account, which you agree is a proper and valid address for any legal or contractual purpose. If you are sending Amazon a legal or contractual notice, you must comply with our notice procedures available here.

AMENDMENT NO. 1 TO AMAZON BUSINESS ACCOUNTS TERMS AND CONDITIONS

This Amendment No. 1 (this “ Amendment”) to the Amazon Business Accounts Terms and Conditions, above and available at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180 (as updated from time to time, the “Agreement”), between Amazon Services LLC (“Amazon”, “we”, “us”, or “our”) and the State of Utah (“Customer” or “you”) is effective as of the last date of signature below (the “Amendment Effective Date”). This Amendment amends the Agreement as stated below. Unless otherwise defined in this Amendment, capitalized terms have the meanings ascribed to them in the Agreement. The parties agree as follows:

1. GOVERNING LAW . The Section in the Agreement entitled “ GOVERNING LAW ” (currently Section 8.1) is deleted in its entirety.

2. DISPUTES. The Section in the Agreement entitled “DISPUTES” (currently Section 8.2) is deleted in its entirety.

3. MODIFICATIONS. The Section in the Agreement entitled “MODIFICATIONS” (currently Section 10) is amended by adding the following sentence:

“Notwithstanding this Section 10, no changes or updates to Amazon’s Business Accounts Terms and Conditions will have the effect of changing the provisions set forth in this Amendment without the parties’ written agreement in a subsequent amendment.”

4. TERM; TERMINATION . The Section in the Agreement entitled “ TERM; TERMINATION ” (currently Section 12) is amended by adding a second paragraph as follows:

“Notwithstanding this Section 12, either party may elect to terminate this Agreement without cause upon delivery of at least 30 days’ prior written notice to the other party.”

5. AMAZON BUSINESS ANALYTICS . Amazon will provide participating organizations, and other eligible organizations participating in the cooperative contract (MA3457) access to Amazon Business Analytics, whereby they can generate reports based on their purchase activity. Amazon Business analytics functionality includes the ability to customize, view, and download reports, including orders, returns, and refunds.”

6. LAWS AND REGULATIONS. A new Section 17 is added to the Agreement entitled “ LAWS AND REGULATIONS” that states as follows:

“Amazon represents and warrants that it will comply with all applicable laws, rules, and regulations in the performance of the Agreement.”
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7. FEDERAL FUNDS CERTIFICATIONS. A new Section 18 is added to the Agreement entitled “FEDERAL FUNDS CERTIFICATIONS” that states as follows:

“18.1. Debarment. Amazon certifies that neither it nor its principals is currently in a state of debarment, suspension, or other ineligible status as a result of prior performance, failure, fraud, or violation of laws. Amazon further certifies that neither it nor its principals is debarred, suspended, otherwise excluded from or ineligible for participation in Federal assistance programs. You may terminate this Agreement if knowledge of debarment, suspension or other ineligibility has been withheld by us.
“18.2 Lobbying. Amazon certifies, to the best of its knowledge and belief, that:
(A) No Federal appropriated funds have been paid or will be paid, by or on behalf of us, 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 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; (B) 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, it will complete and submit Standard Form-LLL. (C) This Agreement 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.

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.

8. ENTIRE AGREEMENT. Except as amended by this Amendment, the Agreement remains in full force and effect. This Amendment, together with the Agreement as modified by this Amendment: (a) constitutes the exclusive and complete agreement between the parties; and (b) supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

9. CONFLICTS. In the event of any conflict between the Agreement or any other applicable terms, conditions, policies, limitations, and requirements on the Amazon.com website and this Amendment, precedence will be as follows: (a) this Amendment; (b) the Agreement; and (c) the Amazon Business Acceptable Use Policy, and any other applicab le terms, conditions, policies, limitations, and requirements on the Amazon.com website.

10. COUNTERPARTS AND DELIVERY. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this Amendment by electronic means.

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Attachment B
Online Marketplace Scope of Work

Background:

This contract is in place in order for end users to receive access to the Contractors Online Marketplace. This contract utilizes a dynamic pricing structure in which the price for items is what is currently listed on the digital marketplace and is driven by the market. The State is seeking to provide users with access to and use of an online digital marketplace to purchase of goods and services that may be used routinely and needed quickly to address the everyday needs of public entities, schools, and universities.

Categories:

The contract includes four (4) awarded categories. This contract may only be used to purchase items that fall within the category/categories below. The items listed in each category are not restrictive or exhaustive but included to provide a general description of products and supplies that may be included. While all items described are available through an award contract, the State and Participating Public Agencies may choose to limit which categories their end users have access to:

1) Education-Based Accessories, Display, Products and Related Supplies a) Items related to products and supplies used in an education-based setting which may include but is not limited to: animal and pet supplies, art supplies, craft products, books, lesson plans and curriculum, school equipment, white boards, blackboards, teaching material, and other related products.

2) Information Technology-Peripheral Devices and Related Products a) Product-based supplies and solutions that involve information technology peripheral devices which may include but is not limited to: mouse, copiers, printers, cameras, video cameras, microphones, speakers, keyboard, multifunction printers, scanners, plotters, and other related items. Items in this category should not connect to a user’s network.

3) Maintenance, Repair and Operations Products (MRO)
a) Product-based items related to the maintenance, repair, and/or general operations that include but is not limited to: building materials, hardware, cabinets, motors, pumps, paints and coatings, plumbing equipment, power tools, windows, doors, cleaning products (to include green and dye-free), carpet care products and supplies, restroom care products and supplies, waste receptacles and liners, industrial tools and supplies (such as carts, dusters, brushes, spray bottles, squeegees, and gloves), rags, wipes, and related supplies.

4) Office-Based Accessories, Décor, Products, and Related Supplies a) Items that could be utilized in an office-like setting and used on a semi-regular basis which may include but is not limited to: binders, folders, filing materials, storage, DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

calendars, paper (copy, printer, photo, and presentation), notebooks, labels, post-it notes, shipping materials, envelopes, staplers, staples, paper punches, paper clips, scissors, rubber bands, cash register and thermal rolls, ink, toner cartridges, pens, pencils, markers, framing, tabletop or floor lamps, mirrors, general signage, wall décor, display cases, area rugs, mats, and other office related products.

Contract Deliverables:

Contractor will provide the following deliverables for the contract:

 Online Marketplace: Contractor will provide access and use to a digital marketplace for users of this contract to order goods and services through.  Digital Analytics: Contractor will provide some form of data analytics.  Ability to Restrict Categories: Contractor will provide the ability to restrict certain items (IT, furniture, etc.) as designated by participating end users as needed by each end users laws and applicable rules. Some of these features and tools are only available with Business Prime.

Dynamic Pricing:

The Amazon Business uses dynamic marketplace pricing. This contract will not need to be amended when prices fluctuate.

Cooperative Agreements:

Utilization of the Contract by OMNIA Partners’ participating agencies will be at the discretion of the individual participating agency. Any modifications agreed to by participating agency and Contractor may not expand upon the Scope of Work in the Master Agreement and are exclusively between the participating agency and the Contractor.

Online Marketplace
Online Marketplace with a dynamic price structure. Omnia.

Open 1/8/2020 1:00 PM MST Type Expertise/Solution Based Close 2/12/2020 2:00 PM MST Number MG20-81
Currency US Dollar

Sealed Until 2/12/2020 2:00 PM MST

Contacts
Michael Glenn
[email protected]
Phone +1 801-538-1287

Commodity Codes
Commodity Code Description
44120 Office supplies including folders and binders and mailing supplies and desk supplies and writing instruments, print services
21101
Dispersing and spraying appliances for agriculture including sprinklers, dusters, sprayers, composters, pollination equipment and supplies, frost protection equipment, fertilizer spreaders, irrigation systems
23150
Industrial process machinery and equipment and supplies including for rubber and plastics processing industry and pharmaceutical and optical industry and cement and ceramics and glass industry and packaging industry
23270 Welding and soldering and brazing machinery and accessories and supplies 30180 Plumbing fixtures including non-sanitary residential fixtures and faucets or taps and shower heads and jets and parts and accessories
39120 Electrical equipment and components and supplies including electrical plugs and circuit protection devices and transformers
40101 Air circulation and parts and accessories including blowers and chillers 40150 Industrial pumps and compressors and parts and accessories 42120 Veterinary services and equipment and supplies including veterinary clinical furniture and veterinary products
42140 Patient care and treatment products and supplies including medical documentation products and syringes and accessories and eyeglasses and contact lenses 42170
Emergency and field medical services products including emergency or rescue blankets and spine boards and splints and ambulance cots and defibrillators and accessories and first aid supplies and kits
42190
Medical supplies and medical facility products including hospital intercom systems and infant or child security transmitter and surgical compressed air tanks and medical instrument storage cabinets or chests and patient lifts 42280
Medical sterilization products including disinfecting or presterilization cleaning equipment and solutions and sterilization indicators and controls and wraps and packaging supplies
43200 Components for information technology or broadcasting or telecommunications including media storage devices
43210 Information technology hardware including computer hardware and accessories and printers and input data devices and electronic voting and vote-counting equipment 43221 Information technology telecommunications including call management systems or accessories including background music services
43230 Information technology software including computer software 44100 Office machines and supplies and accessories and maintenance including printers and copiers and digital duplicators
45110 Audio and visual presentation and composing equipment including projectors and supplies
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45120
Photographic or filming or video equipment including cameras and darkroom supplies and media storage and accessories and photography and aerial lidar and digital orthophotography
46150 Law enforcement equipment and supplies including crowd control equipment and security and control equipment and forensic equipment and supplies 46160
Public safety and control equipment and supplies and accessories including traffic control (driver feedback signs and traffic signals) and water safety and rescue equipment and accessories and snow and ice melter and snow removal equipment and road salt
46180 Personal safety and protection equipment and supplies including safety apparel 47130 Cleaning and janitorial supplies including cleaning rags and wipes 49240 Recreation and playground and swimming and spa equipment and supplies including maintenance and repairs
50190
Prepared and preserved foods including frozen food and packaged combination meals and plain pasta and noodles and infant foods and beverages and instant mixes and supplies
54110 Timepieces including watches and clocks and parts and accessories 55120 Signage and accessories including flags and flagpoles and parts and accessories and identification documents and tags and labels
56101 Office furniture including partitions and desks and filing cabinets and credenzas and conference tables
60100 Developmental and professional teaching aids and materials and accessories and supplies
60120
Arts and crafts equipment and accessories and supplies including canvases and films and boards and paint and mediums and picture framing and drawing tools and supplies and accessories and studio aids and printmaking supplies 60130 Musical instruments and parts and accessories including alternative sounds instruments and music and dance accessories and musical instrument sets 60140
Toys and games including play houses and trikes and wagons and playmats and unit blocks and costumes or accessories and dress up centers and pretend play kits or supplies
81110
Information technology services including cloud services and data services and rental or leasing services and online database subscription services and programming and hardware or software engineering and applications training services 08 January 202008 January 2020
Description
Issuing Procurement Unit Division of Purchasing & General Services Conducting Procurement Unit Division of Purchasing & General Services Online Marketplace
SOLICITATION # MG20-81
This Request for Proposals (“RFP”), having been determined to be the appropriate procurement method to provide the best value to the Conducting Procurement Unit, is designed to provide interested Offerors with sufficient basic information to submit proposals. This Request for Proposals ("RFP”) is issued in accordance with the Utah Procurement Code and applicable administrative rules of the Utah Administrative Code. If any provision of this RFP conflicts with the Utah Procurement Code or Utah Administrative Code, then the Utah Procurement Code or Utah Administrative Code will take precedence.

Purpose of this Solicitation
The purpose of this RFP is for the State of Utah to enter into a contract with a vendor to provide a solution to the following problem that the Conducting Procurement Unit is experiencing:

The State is seeking to provide users with an online digital marketplace to provide transactional items that may be used routinely and needed quickly to address the everyday needs of public entities, schools, and universities.

This RFP and resulting contract award(s) is a solutions-based solicitation, meaning the State of Utah is seeking equipment, products, and/or services that meet the requirements of this RFP and that are commonly desired or are required by law or industry standards. The State is looking to have one or multiple online marketplaces that are able to provide a diverse range of transactional items that could be used in and for an office, school, and/or other settings. Offerors may submit for one, all, or a combination of the following categories: Education-Based Accessories, Display, Products, and Related Supplies; Information Technology Peripheral Devices and Related Products; Maintenance, Repair and Operation Products; and Office-Based Accessories, Décor, Products, and Related Supplies. When submitting for one or more categories, Offerors may subcontract items . Offerors may include related solutions that are complementary to the categories and items identified in this RFP.

Given the cooperative nature of this RFP, it is expected that offerors shall propose a wide array of equipment, products, and/or services at lower prices and with better value than what they would ordinarily offer to the public or to a single government entity.

Background of the Conducting Procurement Unit
Online Marketplace
The State of Utah has identified the need to have a digital marketplace in order to provide the State and its entities the best prices. In previous years, the State of Utah had a contract for office supplies that was based on an established discount from list price. In wanting to determine if the discount from list price offers the best value to the State of Utah, a digital marketplace for office and schools supplies was obtained which utilized a more dynamic pricing model.

The State of Utah is now seeking an Online Digital Marketplace Solution across specific categories that offers a more dynamic pricing structure to ensure the State and its entities are continually receiving the best value. Under a dynamic pricing model, the State of Utah anticipates that the market establishes the best value and the State will not need to amend the contract when the market goes up or down. Additionally, by extending this contract nationwide, the benefits of this contract are not limited to the State of Utah. Presently, many public and non-profit entities utilize online marketplaces. By offering Participating Public Agencies the ability to utilize the resultant contract(s), agencies can lower costs through reducing procurement expenses, improve their compliance and reporting, and potentially support a wider range of diverse suppliers.

National Contract
The State of Utah, as the Principal Procurement Agency, defined in Attachment G, has partnered with OMNIA Partners, Public Sector (“OMNIA Partners”) to make the resultant contract (also known as the “Master Agreement” in materials distributed by 08 January 202008 January 2020
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 State of Utah 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 Attachment G, or as otherwise agreed to. Attachment G contains additional information about OMNIA Partners and the cooperative purchasing program.

OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement.

Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S.

Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements.

The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits.

OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the 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 (Attachment G).

Expectations for Deliverables by the Conducting Procurement Unit Online digital marketplace providing at least one of the below categories. The items listed in each category are not restrictive or exhaustive but included to provide a general description of products and supplies that may be included. While all items described are available through an award contract, the State and Participating Public Agencies may choose to limit which categories their end users have access to.

Education-Based Accessories, Display, Products and Related Supplies Items related to products and supplies used in an education-based setting which may include but is not limited to: animal and pet supplies, art supplies, craft products, books, lesson plans and curriculum, school equipment, white boards, blackboards, teaching material, and other related products.

Information Technology-Peripheral Devices and Related Products Product-based supplies and solutions that involve information technology peripheral devices which may include but is not limited to: mouse, copiers, printers, cameras, video cameras, microphones, speakers, keyboard, multifunction printers, scanners, plotters, and other related items. Items in this category should not connect to a user’s network.

Maintenance, Repair and Operations Products
Product-based items related to the maintenance, repair, and/or general operations that include but is not limited to:
building materials, hardware, cabinets, motors, pumps, paints and coatings, plumbing equipment, power tools, windows, doors, cleaning products (to include green and dye-free), carpet care products and supplies, restroom care products and supplies, waste receptacles and liners, industrial tools and supplies (such as carts, dusters, brushes, spray bottles, squeegees, and gloves), rags, wipes, and related supplies.

Office-Based Accessories, Décor, Products, and Related Supplies 08 January 202008 January 2020
Items that could be utilized in an office-like setting and used on a semi-regular basis which may include but is not limited to: binders, folders, filing materials, storage, calendars, paper (copy, printer, photo, and presentation), notebooks, labels, post-it notes, shipping materials, envelopes, staplers, staples, paper punches, paper clips, scissors, rubber bands, cash register and thermal rolls, ink, toner cartridges, pens, pencils, markers, framing, tabletop or floor lamps, mirrors, general signage, wall décor, display cases, area rugs, mats, and other office related products.

Project Goals for the Conducting Procurement Unit
In addition to specific qualifications and requirements listed later in this RFP, providers should offer an established, out-of-the-box business-to-consumer e-commerce marketplace platform that fits the following requirements:
• Is designed as a B2C (Business to Consumer) platform to connect one or more sellers to multiple buyers. • An established and demonstrated methodology for showing prices are generally below retail prices • Offers the ability to make payments through the platform or to a centralized accounts receivable function via credit card functionality
• Offers a wide variety of products in multiple commodity groups with the awarded categories • A focus on quick delivery with the majority of products being available to be delivered to users within 5 days • A central point of contact for customer service, delivery, or account issues And preferences for platforms include:
• out-of-the-box analytics/reporting dashboard and capabilities that are part of the platform. • customizable workflow and governance capabilities in the platform to allow:
◦ all administrators to restrict product or commodities depending on organizational internal policies and procedures.
◦ full revision history of changes made and who made the workflow • Other Capabilities
◦ Secure Login
◦ Online catalog of items
◦ Access to online order history
◦ Mobile-enabled site
◦ Payment methods – Purchase Order (“PO”) or credit card ◦ Standard reporting
◦ Freight selection
◦ Online sample request form
◦ Product images (high resolution) associated with each item Closing Date and Time
The closing date and time for this sourcing event is provided below in the Anticipated Schedule . If your time zone is different from that shown, your profile may be set to a different time zone. Please see the attachment titled "Changing Your Time Zone" in the Buyer Attachments section for directions on how to update your profile. It is your responsibility to make sure you submit your response by the date and time indicated above.

Contract Award
It is anticipated that this RFP will result in multiple contract awards. The methodology or formula that will be used to determine the number of contract awards is based on the Cost per Points Ratio (Cost Proposal/Technical Points Received=Cost Points Ratio). All vendors within 300% of the lowest Cost Point Ratio will be awarded a contract.

Future Procurements
08 January 202008 January 2020
The State of Utah reserves the right and may reopen this solicitation, or create a new solicitation if it determines there may be more competition for the procurement item than when the original solicitation was posted.

Length of the Contract
The contract resulting from this RFP will be for FIVE (5) years or the time identified by the awarded vendors during the clarification phase. The Contractor shall have the right to enter local “service” agreements with Participating Public Agencies accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any combination of initial and renewal periods) not to exceed five years. Although the scope reflects the needs and requirements of the State of Utah, OMNIA Partners Participating Public Agencies may have different requirements. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements.

Anticipated Schedule
The following is the anticipated schedule for this procurement. The Division reserves the right to alter these dates. All deadlines are prevailing (Daylight or Standard) Mountain Time.

ACTIVITY DATE
RFP Issued 1/8/2020
Offeror Webinar Google Meeting (meet.google.com/axf-avqz-wmc) 1/22/2020 at 1:30 pm MST Deadline for Questions during the Question and Answer Period 1/29/2020 RFP Offeror Submittals Due Date 2/12/2020
Identification of Potential Awarded Offeror 2/19/2020
Signing of Contract 3/4/2020
Anticipated Authorization to Proceed 3/4/2020
It is the sole responsibility of the Offerors to examine, with appropriate care and diligence prior to submitting its response to the RFP, the RFP and all conditions which may in any way affect its response or performance under the Contract (if awarded). 08 January 202008 January 2020

Required to View Event
Prerequisites
Required to Enter Bid

1. Vendors must complete and upload Attachments B, C, and D.

2. Vendors must complete and upload Attachments D1, D2, D3, E and G (if the vendor wishes to participate with Omnia Partners).

3. All proposals in response to this RFP will be evaluated in a manner consistent with the Utah Procurement Code, Administrative Rules, policies and the evaluation criteria in this RFP. Offerors bear sole responsibility for the items included or not included within the proposal submitted by the Offeror. Each area of the evaluation criteria must be addressed in detail in the proposal.

4. Offerors may request that part of its proposal be protected by submitting a Claim of Business Confidentiality Form. See the Buyers Attachment section.

5. Offeror may take exception and/or propose additional language to the Standard Terms and Conditions that have been attached to this RFP.

6. The issuing procurement unit may not accept a proposal after the time for submission of a proposal has expired.

7. Additional information regarding this solicitation.

8. If an Offeror is awarded a contract from this RFP then it is required to provide a quarterly administrative fee and report per the requirements listed below; this said quarterly administrative fee and report is only related to Utah agencies that utilize this Contract. In addition to the quarterly administrative fee and report, the successful Offeror will also be required to sign Attachment G (Requirements for National Cooperative Contract to be Administered by OMNIA Partners, Public Sector), Exhibit B, OMNIA Partners Administration Agreement; the terms and conditions outlined in Attachment G related to Participating Public Agencies include those both within and outside of the State of Utah. Offerors should have any reviews required to sign the document prior to submitting a response as an Offeror’s response should include any proposed exceptions to the OMNIA Partners Administration Agreement..

08 January 202008 January 2020

Buyer Attachments

1. Terms and Conditions for Goods & Services (Cooperative Contracts)

2. Description of Solicitation Process

3. Attachment B - Key Personnel Form

4. Attachment C - Price Proposal Sheet

5. Attachment D - Project Capability Templates

6. Attachment E - Marketing/Education Plan

7. Attachment F - Weekly Risk Report Guide

8. Attachment F1 - WRR Template.xlsx

9. Attachment G - OMNIA Participation
1 0. Claim of Business Confidentiality Form
1 1. Changing your Time Zone
1 2. Examples of Attachment D
1 3. Draft Score Sheet
08 January 202008 January 2020
Questions
Required Questions
Group 1: Acceptance of Prerequisites

1.1 Is Offeror presently or has Offeror ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local?

1.2 Offeror acknowledges that it must acquire and maintain all applicable federal, state, and local licenses before the contract is entered into. Licenses must be maintained throughout the entire contract period. Persons doing business as an Individual, Association, Partnership, Corporation, or otherwise shall be registered with the Utah State Division of Corporations and Commercial Code. NOTE: Forms and information on registration may be obtained by calling (801) 530-4849 or toll free at 877-526-3994, or by accessing:
www.commerce.utah.gov.

1.3 Offeror acknowledges that it has uploaded a document providing a point-by-point response to the following prerequisites: the mandatory minimum requirements prerequisite, the technical requirements prerequisite, and any other prerequisite that required a document to be uploaded.

1.4 In the event that an Offeror offers pricing discounts for educational entities that (1) are applicable to this solicitation and (2) result in lower pricing than what is generally offered to other governmental entities, please attach a separate cost proposal labeled “Educational Pricing” to your proposal. This cost proposal for Educational Pricing is to be submitted in addition to the original Cost Proposal Form and will only be available to authorized end users. The Educational Pricing will not be used to evaluate costs. Offeror acknowledges that it has read and understands this question.

1.5 Does Offeror have an outstanding tax lien in the State of Utah? If yes, Offeror must provide a statement regarding its debarment or suspension.

1.6 Is Offeror an employee of the State of Utah? If yes, then Offeror must submit an external employment form signed by Offeror's manager at the State of Utah.

1.7 If awarded a State Cooperative Contract Offeror understands that its resulting contract may be terminated for convenience, without cause, if there is no reported spend for any one fiscal year of its contract.

Group 2: Vendor Information

2.1 Please provide your firm's legal company name.

2.2 Please provide your federal tax identification number. (If the vendor is sole proprietor please do not provide your social security number.)

2.3 Please provide your firm's contact information for the resulting contract, including the name, phone number, and email address of your firm's authorized representative.

2.4 Please provide your ordering address and the remit to address. Please clearly identify each address.

2.5 Please provide your firm's State of Utah Sales Tax ID Number. If you do not have a State of Utah Sales Tax ID Number, please write "N/A".

2.6 Identify your firm's type of business.

2.7 Identify your company's Point of Contact for this solicitation, include the point of contact's phone number and email address.

2.8 Is Offeror (owners, principles, partners) a retiree currently receiving benefits through the Utah Retirement Systems (URS)?
Group 3: Vendor's Submission

3.1 I have either attended the pre-proposal meeting or viewed the webinar of the pre-proposal meeting.

3.2 Upload your completed response for Attachment B: Key Personnel Proposal Form.

3.3 Upload your response for Attachment D: Project Capability Submittal (LE, RA, VA) Checklist and Format.

3.4 Upload your completed Attachment E here.

3.5 If your firm is requesting parts of its proposal be protected please upload your Claim of Business Confidentiality Form here as well as your redacted proposal.

3.6 Any exceptions to the Terms and Conditions must be uploaded here in the format outlined in Prerequisites: Standard Terms and Conditions (Exceptions and Negotiations). Exceptions and/or additions submitted after the date and time for receipt of proposals will not be considered. If you have no exceptions, upload a document stating "None". 08 January 202008 January 2020

3.7 Vendor understands and acknowledges that its response, including all uploaded documents, will not be considered received by the State of Utah unless the Vendor clicks submit.

Even if Vendor uploads all required documents and responds to all required questions its response will not be considered if it does not click submit.

Offeror acknowledges that after completing the solicitation it must click on the link in the left hand menu bar labeled “Review & Submit”, then check the box under the “Certification” heading to certify their bid. Then click the blue box labeled “Submit Response” in order to submit their bid.

Once the response has been submitted, Vendor will receive a confirmation that the response was successfully submitted. Vendors who fail to submit their response will not have their response reviewed and will be ineligible for further consideration under this solicitation.

3.8 Upload your response for Attachment G: Requirements for National Cooperative Contract to be Administered by OMNIA Partners, Public Sector. If you do not wish to participate in the nationwide portion of this contract, upload a word doc stating so.

Group 4: Award Categories

4.1 Do you want to be considered for the Education category and have you inputted cost data for all items in the Education market basket?

4.2 Do you want to be considered for the Information Technology (IT) category and have you inputted cost data for all items in the IT market basket?

4.3 Do you want to be considered for the Maintenance, Repair, and Operations (MRO) category and have you inputted cost data for all items in the MRO market basket?

4.4 Do you want to be considered for the Office category and have you inputted cost data for all items in the Office market basket?
08 January 202008 January 2020
Product Line Items
Product Line Items

1. Education Category Market Basket
# Item Name, Commodity Code, Description Allow
Alternates Qty. UOM Requested Delivery
P1 Cleaner, Board, Dry Erase, 8 OZ 1 EA - Each

Input the cost for one Cleaner, Board, Dry Erase, 8 OZ as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2 Tape 1 TP - Ten Pack

Input the cost for a pack of Tape, Eco, Magic, 3/4" x 900", 10 PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3 Crayon 1 BX - Box

Input the cost for a box of Crayon, 3-5/8", Cryaola, 24/Box as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4 Glue 1 EA - Each

Input the cost for one Glue School, Elmers, 4 OZ as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P5 Eraser 1 EA - Each

Input the cost for one Eraser, Magnetic, Dry Erase as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P6 Glue Stick 1 PK - Pack

Input the cost for a pack of Glue Stick, Classroom, 30/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P7 Calculator 1 EA - Each

Input the cost for one Calculator, Graphing, TI84 Plus as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

2. Information Technology Category Market Basket
# Item Name, Commodity Code, Description Allow
Alternates Qty. UOM Requested Delivery
P1 Wireless Mouse and Keyboard 1 EA - Each

Input the cost for one Logitech MX800 Wireless Keyboard & Mouse as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2 27 Inch Display 1 EA - Each

Input the cost for one HP 27ER 27 Inch Display as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3 Headset 1 EA - Each

Input the cost for one Headset, CLRCHT, CMFRT, USB,
LGTCH as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4 Presenter 1 EA - Each

Input the cost for one Presenter, Wireless, R400 as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P5 Headset 1 EA - Each

Input the cost for one Headset, Ear Bud, BK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

3. Maintenance, Repair, Operations Market Basket
# Item Name, Commodity Code, Description Allow
Alternates Qty. UOM Requested Delivery
P1 Battery 1 PK - Pack

Input the cost for a pack of Standard Battery, AA, Alkaline, 24/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2 Caulk 1 EA - Each

Input the cost for one Adhesive Caulk, 5.5 OZ, White as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3 Electrical Tape 1 EA - Each

Input the cost for one Electrical Tape, 7 mil, 3/4" x 66 ft., Blk as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4 Safety Glasses 1 EA - Each

Input the cost for one Safety Glasses, Clear, Uncoated as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P5 Disposable Gloves 1 PK - Pack
08 January 202008 January 2020

Input the cost for one Disposable Gloves, Latex, L, Blue, 50/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

4. Office Category Market Basket
# Item Name, Commodity Code, Description Allow
Alternates Qty. UOM Requested Delivery
P1 Manila File Folder 1 BX - Box

Input the cost for one Manila File Folder, Letter Size, 50/Box as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2 Highlighter 1 PK - Pack

Input the cost for one Highlighter, Assorted, 12/Pack as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3 Copy Paper 1 RM - Ream

Input the cost for one ream of Copy Paper, 8.5" x 11", 20LB, White as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4 Binder Clip 1 BX - Box

Input the cost for one box of Clip, Binder, Small, 12/Box as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P5 Sticky Notes 1 PK - Pack

Input the cost for one pack of Note, Post-It, 1.5" X 2", Neon, 12/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

Service Line Items
Service Line Items
There are no Items added to this event.
08 January 202008 January 2020
1 ATTACHMENT A: STATE OF UTAH STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES

1. DEFINITIONS: The following terms shall have the meanings set forth below:
a) “Confidential Information” means information that is deemed as confidential under applicable state and federal laws, including personal information. The Eligible User reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under federal and state laws. b) “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference. The term “Contract” shall include any purchase orders that result from this Contract. c) “Contract Signature Page(s)” means the State of Utah cover page(s) that the Division and Contractor signed. d) “Contractor” means the individual or entity delivering the Procurement Item identified in this Contract. The ter m “Contractor” shall include Contractor’s agents, officers, employees, and partners. e) “Custom Deliverable” means the Work Product that Contractor is required to deliver to the Eligible User under this Contract.
f) “Division” means the Division of Purchasing and General Services. g) “Eligible User(s)” means those authorized to use State Cooperative Contracts and includes the State of Utah’s government departments, institutions, agencies, political subdivisions (e.g., colleges, school districts, counties, cities, etc.), and, as applicable, nonprofit organizations, agencies of the federal government, or any other entity authorized by the laws of the State of Utah to participate in State Cooperative Contracts. h) “End User Agreement” means any agreement that Eligible Users are required to sign in order to participate in this Contract, including an end user agreement, customer agreement, memorandum of understanding, statement of work, lease agreement, service level agreement, or any other named separate agreement. i) "Procurement Item " means a supply, a service, Custom Deliverable, construction, or technology that Contractor is required to deliver to the Eligible User under this Contract. j) “Response” means the Contractor’s bid, proposals, quote, or any other document used by the Contractor to respond to the Solicitation.
k) “Solicitation” means an invitation for bids, request for proposals, notice of a sole source procurement, request for statement of qualifications, request for information, or any document used to obtain bids, proposals, pricing, qualifications, or information for the purpose of entering into this Contract. l) “State of Utah” means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, instrument alities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.
m) “Subcontractors” means a person under contract with a contractor or another subcontractor to provide services or labor for design or construction, including a trade contractor or specialty contractor. n) “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifical ly made, conceived, discovered, or reduced to practice by Contractor or Contractor’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to and owned by the Eligible User. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Eligible User intellectual property, Contractor’s intellectual property (that it owned or licensed prior to this Contract) or Third Party intellectual property.

2. GOVERNING LAW AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah.

Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah.

Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and al l Procurement Items delivered and/or performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will supersede this Attachment A.

4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by Eligible Users to Contractor under this Contract. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor agrees to allow, at no additional cost, State of Utah auditors, federal auditors, Eligible Users or any firm identified by the Division, access to all such records. Contractor must refund to the Division any overcharges brought to Contractor’s attention by the Division or the Division’s auditor and Contractor is not permitted to offset identified overcharges by alleged undercharges to Eligible Users.

5. PERMITS: If necessary Contractor shall procure and pay for all permits, licenses, and approvals necessary for the execution of this Contract.

6. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: The Status Verification System, also referred to as “E-verify”, only applies to contracts issued through a Request for Proposal process, to sole sources that are included within a Request for Proposal, and when Contractor employs any personnel in Utah. a. Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws. 2 b. Contractor shall require that each of its Subcontractors certify by affidavit, as to their own entity, under penalty of perjury, that each Subcontractor has registered and is participating in the Status Verification System to verify the work eligibility status of Subcontractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.
c. Contractor’s failure to comply with this section will be considered a material breach of this Contract.

7. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the Division or the State of Utah, unless disclosure has been made to the Division.

8. INDEPENDENT CONTRACTO R: Contractor and Subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the Division or the State of Utah.

9. CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling the contract, with responsibility for all Procurement Items delivered and/or performed as stated in this Contract. Contractor shall be the sole point of contact regarding all contractual matters. Contractor must incorporate Contractor’s respons ibilities under this Contract into every subcontract with its Subcontractors that will provide the Procurement Item(s) to the Eligible Users under this Contract.

Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.

10. INDEMNITY: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless the Division, the Eligible Users and the State of Utah from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Contract to the extent caused by any intentional wrongful act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole fault of an Eligible User. The parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property.

11. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following federal and state employment laws, including: (i) Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e) , which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90, which prohibits discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities ; and (v) Utah's Executive Order 2019- 1, dated February 5, 2019, which prohibits unlawful harassment in the workplace. Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees. Contractor agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees.

12. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, provided that the amendment is within the Scope of Work of this Contract and is within the scope/purpose of the original solicitation for which this Contract was derived. The amendment will be attached and made part of this Contract. Automatic renewals will not apply to this Contract, even if listed elsewhere in this Contract.

13. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local. Contractor must notify the Division within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Contract.

14. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the vi olations, after which this Contract may be terminated for cause immediately and subject to the remedies below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by the Division, upon thirty ( 30) days written termination notice being given to the Contractor . The Division and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.

On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved and conforming Procurement Items ordered prior to date of termination. In no event shall the Eligible Users be liable to the Contractor for compensation for any Procurement Item neither requested nor accepted by an Eligible User. In no event shall the Division’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the Eligible Users for any damages or claims arising under this Contract.

15. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice delivered to the Contractor, a purchase order that results from this Contract may be terminated in whole or in part at the sole discretion of an Eligible User, if an Eligible User reasonably determines that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects an Eligible User’s ability to pay under this Contract. A change of available funds as used in this paragraph includes, but is not limited to a change in Federal or State fundi ng, whether as a result of a legislative act or by order of the President or the Governor.

If a written notice is delivered under this section, an Eligible User will reimburse Contractor for the Procurement Item(s) properly ordered and/or properly performed until the effective date of said notice. An Eligible User will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

16. SALES TAX EXEMPTION: The Procurement Item(s) under this Contract will be paid for from an Eligible User’s funds and used in the exercise of an Eligible Users essential functions. Upon request, an Eligible User will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request an Eligible User’s sales tax exemption number. It also 3 is Contractor’s sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Contract.

17. WARRANTY OF PROCUREMENT ITEM(S): Contractor warrants, represents and conveys full ownership and clear title, free of all liens and encumbrances, to the Procurement Item(s) delivered to an Eligible User under this Contract. Contractor warrants for a period of one (1) year that: (i) the Procurement Item(s) perform according to all specific claims that Contractor made in its Response; (ii) the Procurement Item(s) are suitable for the ordinary purposes for which such Procurement Item(s) are used; (iii) the Procurement Item(s) are suitable for any special purposes identified in the Contractor’s Response; (iv) the Procurement Item(s) are designed and manufactured in a commercially reasonable manner; (v) the Procurement Item(s) are manufactured and in all other respects create no harm to persons or property; and (vi) the Procurement Item(s) are free of defects. Unless otherwise specified, all Procurement Item(s) provided shall be new and unused of the latest model or design.

Remedies available to an Eligible User under this section include, but are not limited to, the following: Contractor will repair or replace Procurement Item(s) at no charge to the Eligible User within ten (10) days of any written notification informing Contractor of the Procurement Items not performing as required under this Contract. If the repaired and/or replaced Procurement Item(s) prove to be inadequate, or fail its essential purpose, Contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies an Eligible User may otherwise have under this Contract.

18. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:
a. Workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees related to this Contract. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction.
b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per occurrence and three million dollars ($3,000,000.00) aggregate. c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of Services under this Agreement whether owned, non-owned, leased, or hired. The minimum liability limit must be $1 million per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract. d. Other insurance policies required in the Solicitation.

Certificate of Insurance, showing up-to-date coverage, shall be on file with the State before the Contract may commence.

The State reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance as required will be deemed a material breach of this Contract. Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.

19. RESERVED.

20. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA). Contractor gives the Division, the Eligible Users, and the State of Utah express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by the Division, Contractor also agrees that the Contractor’s Response will be a public document, and copies may be given to the public as permitted under GRAMA. The Division, the Eligible Users, and the State of Utah are not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

21. DELIVERY: All deliveries under this Contract will be F.O.B. destination with all transportation and handling charges paid for by Contractor. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to an Eligible User , except as to latent defects or fraud. Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract.

22. ACCEPTANCE AND REJECTION: An Eligible User shall have thirty (30) days after delivery of the Procurement Item(s) to perform an inspection of the Procurement Item(s) to determine whether the Procurement Item(s) conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Procurement Item(s) by the Eligible User.

If Contractor delivers nonconforming Procurement Item(s), an Eligible User may, at its option and at Contractor’s expense: (i) return the Procurement Item(s) for a full refund; (ii) require Contractor to promptly correct or replace the nonconforming Procurement Item(s); or (iii) obtain replacement Procurement Item(s) from another source, subject to Contractor being responsible for any cover costs. Contractor shall not redeliver corrected or rejected Procurement Item(s) without: first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the Eligible User to redeliver the corrected Procurement Item(s). Repair, replacement, and other correction and redelivery shall be subject to the terms of this Contract.

23. INVOICING: Contractor will submit invoices within thirty (30) days after the delivery date of the Procurement Item(s) to the Eligible User. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract.

The prices paid by the Eligible User will be those prices listed in this Contract, unless Contractor offers a discount at the time 4 of the invoice. It is Contractor’s obligation to provide correct and accurate invoicing. The Eligible User has the right to adjust or return any invoice reflecting incorrect pricing.

24. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. All payments to Contractor will be remitted by mail, electronic funds transfer, or the State of Utah’s Purchasing Card (major credit card). If payment has not been made after sixty (60) days from the date a correct invoice is received by an Eligible User, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with the Eligible User within ten (10) business days of receipt of final payment, shall release the Eligible User from all claims and all liability to the Contractor. An Eligible User’s payment for the Procurement Item(s) and/or Services shall not be deemed an acceptance of the Procurement Item(s) and is without prejudice to any and all claims that the Eligible User may have against Contractor. Contractor shall not charge Eligible Users electronic payment fees of any kind.

25. INDEMNIFICATION RELATING TO INTEL LECTUAL PROPERTY: Contractor will indemnify and hold the Division, the Eligible Users, and the State of Utah harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs in any action or claim brought against the Division, the Eligible User, or the State of Utah for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right. The parties agree that if there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section.

26. OWNERSHIP IN INTELLECTUAL PROPERTY: The Division, the Eligible User, and Contractor each recognizes that each has no right, title, or interest, proprietary or otherwise, in the intell ectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All Procurement Item(s), documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to t he execution of this Contract, but specifically manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the Eligible User.

27. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom Deliverables to the Eligible User, pursuant to this Contract, Contractor grants the ownership in Custom Deliverables, which have been developed and delivered by Contractor exclusively for the Eligible User and are specifically within the framework of fulfilling Contractor’s contractual obligations under this contract. Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and interest in the Custom Deliverables shall pass to the Eligible User, to the extent that the Custom Deliverables are not recognized as work made for hire, Contractor hereby assigns to the Eligible User any and all copyrights in and to the Custom Deliverables, subject to the following:

1. Contractor has received payment for the Custom Deliverables,

2. Each party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs , technical information, and applications (“Intellectual Property Rights”) that it owned or controlled prior to the effective date of this contract or that it develops or acquires f rom activities independent of the services performed under this contract (“Background IP”), and

3. Contractor will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software, or development tools used in performing the Services (collectively, the “Utilities”), and (b) such ideas, concepts, know -how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the Services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom Deliverables of the Eligible User (collectively, the “Residual IP”), even if embedded in the Custom Deliverables.

4. Custom Deliverables, not including Contractor’s Intellectual Property Rights, Background IP, and Residual IP, may not be marketed or distributed without written approval by the Eligible User.

Contractor agrees to grant to the Eligible User a perpetual, irrevocable, royalty-free license to use Contractor’s Background IP, Utilities, and Residual IP, as defined above, solely for the Eligible User and the State of Utah to use the Custom Deliverables. The Eligible User reserves a royalty-free, n onexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, for the Eligible User’s and the State of Utah’s internal purposes, such Custom Deliverables. For the Goods delivered that consist of Contractor’s s cripts and code and are not considered Custom Deliverables or Work Product, for any reason whatsoever, Contractor grants the Eligible User a non- exclusive, non- transferable, irrevocable, perpetual right to use, copy, and create derivative works from such, without the right to sublicense, for the Eligible User’s and the State of Utah’s internal business operation under this Contract. The Eligible User and the State of Utah may not participate in the transfer or sale of, create derivative works from, or in any way exploit Contractor’s Intellectual Property Rights, in whole or in part.

28. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Contract, in whole or in part, without the prior written approval of the Division.

29. REMEDIES: Any of the following event s will cons titute cause for an Eligible User to declare Contractor in default of this Contract: (i) Contractor’s non-performance of its contractual requirements and obligations under this Contract; or (ii) Contractor’s material breach of any term or condition of this Contract. An Eligible User may issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, an Eligible User may do one or more of the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Contract; (iii) impose liquidated damages, if liquidated damages are listed in this Contract; (iv) debar/suspend Contractor from receiving future contracts from the Division ; or (v) demand a full refund of any payment that the Eligible User has made to Contractor under this Contract for Procurement Item(s) that do not conform to this Contract. 5 30. FORCE MAJEURE: Neither an Eligible User nor Contractor will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. An Eligible User may terminat e a purchase order resulting from this Contract after determining such delay will prevent Contractor’s successful performance of this Contract.

31. CONFIDENTIALITY: If Confidential Information is disclosed to Contractor, Contractor shall: (i) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Contract; (ii) keep all Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties. Contractor will promptly notify an Eligible User of any potential or actual misuse or misappropriation of Confidential Information.

Contractor shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications under applicable law. Contractor shall indemnify, hold harmless, and defend the Eligible User, including anyone for whom the Eligible User is liable, from cl aims related to a breach of this duty of confidentiality, including any notification requirements, by Contractor or anyone for whom the Contractor is liable.

Upon termination or expiration of this Contract, Contractor will return all copies of Confidential Information to the Eligible User or certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Contract.

32. LARGE VOLUME DISCOUNT PRICING: Eligible Users may seek to obtain additional volume discount pricing for large orders provided Contractor is willing to offer additional discounts for large volume orders. No amendment to this Contract is necessary for Contractor to offer discount pricing to an Eligible User for large volume purchases.

33. ELIGIBLE USER PARTICIPATION: Participation under this Contract by Eligible Users is voluntarily determined by each Eligible User. Contractor agrees to supply each Eligible User with Procurement Items based upon the same terms, conditions, and prices of this Contract.

34. INDIVIDUAL CUSTOMERS: Each Eligible User that purchases Procurement Items from this Contract will be treated as individual customers. Each Eligible User will be responsible to follow the terms and conditions of this Contract. Contractor agrees that each Eligible User will be responsible for their own charges, fees, and liabilities. Contractor shall apply the charges to each Eligible User individually. The Division is not responsible for any unpaid invoice.

35. REPORTS AND FEES:
a. Administrative Fee: Contractor agrees to provide a quarterly administrative fee to the State in the form of a check,EFT or online payment through the Division’s Automated Vendor Usage Management System. Checks will be payable to the “State of Utah Division of Purchasing” and will be sent to State of Utah, Division of Purchasing, 3150 State Office Building, Capitol Hill, PO Box 141061, Salt Lake City, UT 84114. The Administrative Fee wi ll be the amount listed in the Solicitation and will apply to all purchases (net of any returns, credits, or adjustments) made under this Contract. b. Quarterly Reports: Contractor agrees to provide a quarterly utilization report, reflecting net sales to the State during the associated fee period. The report will show the dollar volume of purchases by each Eligible User. The quarterly report will be provided in secure electronic format through the Division’s Automated Vendor Usage Management System found at: https://statecontracts.utah.gov/Vendor..
c. Report Schedule: Quarterly utilization reports shall be made in accordance with the following schedule:

Period End Reports Due
March 31 April 30
June 30 July 31
September 30 October 31
December 31 January 31
d. Fee Payment: After the Division receives the quarterly utilization report, it will send Contractor an invoice for the total quarterly administrative fee owed to the Division. Contractor shall pay the quarterly administrative fee within thirty (30) days from receipt of invoice.
e. Timely Reports and Fees: If the quarterly administrative fee is not paid by thirty (30) days of receipt of invoice or quarterly utilization reports are not received by the report due date, then Contractor will be in material breach of this Contract.

36. ORDERING: Orders will be placed by the using Eligible User directly with Contractor. All orders will be shipped promptly in accordance with the terms of this Contract.

37. END USER AGREEMENTS: If Eligible Users are required by Contractor to sign an End User Agreement before participating in this Contract, then a copy of the End User Agreement must be attached to this Contract as an attachment.

The term of the End User Agreement shall not exceed the term of this Contract, and the End User Agreement will automatically terminate upon the completion of termination of this Contract. An End User Agreement must reference this Contract, and may not be amended or changed unless approved in writing by the Division. Eligible Users will not be responsible or obligated for any early termination fees if the End User Agreement terminates as a result of completion or termination of this Contract.

38. PUBLICITY: Contractor shall submit to the Division for written approval all advertising and publicity matters relating to this Contract. It is within the Division’s sole discretion whether to provide approval, which approval must be in writing.

39. WORK ON STATE OF UTAH OR ELIGIBLE USER PREMISES: Contractor shall ensure that personnel working on the premises of an Eligible User shall: (i) abide by all of the rules, regulations, and policies of the premises; (ii) remain in authorized 6 areas; (iii) follow all instructions; and (iv) be subject to a background check, prior to entering the premises. The Eligible User may remove any individual for a violation hereunder.

40. CONTRACT INFORMATION: During the duration of this Contract the State of Utah Division of Purchasing is required to make available contact information of Contractor to the State of Utah Department of Workforce Services. The State of Utah Department of Workforce Services may contact Contrac tor during the duration of this Contract to inquire about Contractor’s job vacancies within the State of Utah.

41. WAIVER: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege.

42. SUSPENSION OF WORK: Should circumstances arise which would cause an Eligible User to suspend Contractor’s responsibilities under this Contract, but not terminate this Contract, this will be done by formal written notice pursuant to the terms of this Contract. Contractor’s responsibilities may be reinstated upon advance formal written notice from the Eligible User.

43. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of the State of Utah, or to any person in any official capacity who participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

44. CHANGES IN SCOPE: Any changes in the scope of the services to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of services.

45. ATTORNEY’S FEES: In the event of any judicial action to enforce rights under this Contract, the prevailing party shall be entitled its costs and expenses, including reasonable attorney’s fees incurred in connection with such action.

46. TRAVEL COSTS: If travel expenses are permitted by the Solicitation All travel costs associated with the delivery of Services under this Contract will be paid accor ding to the rules and per diem rates found in the Utah Administrative Code R25-7.

Invoices containing travel costs outside of these rates will be returned to the vendor for correction.

47. PERFORMANCE EVALUATION: The Division may conduct a performance eval uation of Contractor, including Contractor’s Subcontractors. Results of any evaluation may be made available to Contractor upon request.

48. STANDARD OF CARE: The services performed by Contractor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the services that are the subject of this Contract. Contractor shall be liable to the Eligible User for claims, liabilities, additional burdens, penalties, damages, or third party claims (e.g., another Contractor’s claim against the State of Utah), to the extent caused by wrongful acts, er rors, or omissions that do not meet this standard of care.

49. REVIEWS: The Division reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the services of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of this Contract.

50. DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The Division or an Eligible User, after consultation with Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the Division or an Eligible User appoints such an expert or panel, the Division or the Eligible User and Contractor agree to cooperate in good faith i n providing information and documents to the expert or panel in an effort to resolve the dispute.

51. ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions in this Contract, the order of precedence shall be: (i) this Attachment A; (ii) Contract Signature Page(s); (iii) the State of Utah’s additional terms and conditions, if any; (iv) any other attachment listed on the Contract Signature Page(s); and (v) Contractor’s terms and conditions that are attached to this Contract, if any. Any provision attempting to limit the liability of Contractor or limit the rights of an Eligible User, the Division, or the State of Utah must be in writing and attached to this Contract or it is rendered null and void.

52. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice Eligible Users’ right to enforce this Contract with respect to any default of this Contract or defect in the Procurement Item(s) that has not been cured, or of any of the following clauses, inclu ding: Governing Law and Venue, Laws and Regulations, Records Administration, Remedies, Dispute Resolution, Indemnity, Newly Manufactured, Indemnification Relating to Intellectual Property, Warranty of Procurement Item(s), Insurance.

53. SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and effect.

54. ERRORS AND OMISSIONS: Contractor shall not take advantage of any errors and/or omissions in this Contract. The Contractor must promptly notify the Division of any errors and/or omissions that are discovered.

55. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written. (Revision Date: 12 December 2019)

DESCRIPTION OF SUBMITTAL PROCESS AND EVALUATION PROCESS Submittal Process
To ensure that a proposal is complete and addresses all key RFP issues, proposals must adhere to the following format.

Proposals shall be organized into the following sections, in the order listed, and inclusive of all requested information:
a) Key Personnel – Using Attachment B, complete the Key Personnel Proposal Form.

The Offerors shall provide the name of the Primary Project Lead (the personnel must be the person who will be interviewed if shortlisted) that the Offerors propose to provide services pursuant to a resultant contract.

b) Price Proposal Form – Using Attachment C, complete the Price Proposal Form. The price proposal form must provide the cost proposal as outlined in the RFP. The total price does NOT include value add-ons.

c) Project Capability (PC) Submittal - The Project Capability Submittal has three components; Level of Expertise Plan (LE), Risk Assessment Plan (RA), and Value- Added Plan (VA). See Attachments D, D1, D2 and D3.

i. Purpose of PC Submittal
(i) Assist Division in prioritizing Offerors submittals based on their expertise and ability to understand and deliver the deliverables for the project. (ii) Provide high performing Offerors the opportunity to differentiate themselves from their competitors due to their experience and expertise by using verifiable performance metrics and previous performance results.

ii. PC Submittal Format Requirements
(i) PC submittal must NOT contain any names that can be used to identify who the Offerors are (such as firm names, personnel names, Project names, or product names).
(ii) A PC proposal template is included in this RFP. This document must be used by all Offerors. Offerors are NOT allowe d to re -create, re-format, or modify the template in any manner. Offerors must type their responses on the Word template provided.
(iii) Failure to comply with any of the PC format requirements may result in disqualification.
(iv) The PC submittal shall not contain a ny marketing information. The submittal should be used to prove to the State that the Offeror has expertise for the specific project being proposed on.

iii. Overview of the Level of Expertise Plan - The Level of Expertise Plan is to allow Offerors to differentiate themselves based on their technical capability and understanding of t he State’s specific needs. Offerors should identify high

performance claims based on their expertise and experience supported by verifiable performance metrics that show the capability to this specific project environment and requirement. All cost associated with technical capabilities listed in the LE plan must be included in the price proposal form. (See Attachments C and D1).

iv. Overview of the Risk Assessment Plan - Offerors should list and prioritize major risk items that are caused by other stakeholders on this project that could cause the Offeror’s “vision” or “plan” to deviate or not meet the expectations of the client (i.e., risks that the Offeror does not control). This includes sources, causes or actions that are beyond the scope of the contract that may cause cost increases, delays, change orders, or dissatisfaction to t he State. Do not include in this submittal any risks caused by a lack of the Offeror’s technical competency. The risks should be described in simple and clear terms so that non -technical personnel can understand the risk. Offerors must also explain how they will mitigate, manage, and/or minimize the risk. The supporting performance information can include how many times the risk was previously mitigated, and the impact on the performance on the project in terms of customer satisfaction (see Attachment D2).

v. Overview of the Value -Added Section - The purpose of the Value -Added Plan is to provide Offerors with an opportunity to identify any value-added options or ideas that may benefit t he State. These options or ideas may also be referred to as additional or optional services. Where applicable, the Offeror should identify:
1) what the State may have excluded or omitted from its scope; and 2) how these options or ideas have been successful through verifiable performance information of previous projects. The Offeror should list the cost and time impact of its options or ideas. The ideas identified in the Value- Added Plan must NOT be included in the Offeror’s Price Proposal Form. (See Attachment C and D3).

d) Interviews - The Offerors will be required to participate in a 30- minute interview.

The State selection committee will interview only the Offeror’s project lead.

Interviews may be held either in person or via an electronic method (by telephone, Google Hangouts, etc.)

e) Clarification Phase - The potential best-value Offerors will be required to perform the Clarification Phase functions outlined in Attachment E. The intent of this period is to allow the Offerors an opportunity to clarify their proposal, address any issues or risks, allow The State to add any concerns, and to prepare a Clarification Phase document. If the State cannot come to an agreement with the potential best-value Offeror then the State may move onto the next best-value Offeror.

Award

After the evaluation and final scoring of proposals is completed, the State shall award the contract as soon as practicable (subject to the requirements of Utah Code Section 63G-6a-708) to

the eligible responsive and responsible Offeror, subject to Utah Code Section 63G-6a-709(2), provided the RFP is not canceled in accordance with Utah Code Section 63G-6a-709(2)(b).

The State will notify each Offeror of the State’s selection in writing. a. The State reserves the right to reject any or all proposals and to award to more than one Offeror and to other than the lowest- priced Offeror. The decision of the RFP award(s) by the State is final.

b. The State at its sole discretion may decide to take no procurement action as a result of the RFP and/or may re-issue all or portions of the RFP.

c. The State reserves the right to accept or reject without consideration proposals that do not address the full requirements of the RFP or that do not reach the designated address and contact before the proposal due date and time identified.

The final award(s) is dependent upon the Offeror’s Scope of Work (SOW) being acceptable to the State. Proposal responses and contents provided by the Offeror will be considered contractual obligations. Any existing agreements with the selected Offeror are construed as representative of minimum terms and conditions between t he State and the Offeror. Any new or unique requirements as a result of the RFP response can be added or amended, at the State’s sole option, to the existing agreements. It should be understood that obligations of confidentiality will be an important condition of any resulting contractual arrangement. The selected Offeror and all employees performing duties on this project will be required to keep all aspects of this project in confidence.

The awarded Offeror’s performance will be tracked through the Weekly Risk Report System (See Attachment F).

ATTACHMENT B – KEY PERSONNEL PROPOSAL FORM

Project Lead: Click or tap here to enter text.

ATTACHMENT C – PRICE PROPOSAL FORM

The total cost for your proposed project* is $Click or tap here to enter text.

*Do not include costs associated with Attachment D(2) – Risk Assessment Plan or Attachment D(3) Value Added Plan.

Example of response to Attachment D1, D2, and D3 can be found in the Examples Template found in the Buyer Attachment Section of this solicitation.

1. Is your PC Submittal (attachments D1, D2, & D3) a total of 6 pages or less (2 pages maximum per document)?
☐ Yes ☐ No

4. Do you understand that your Proposal may be disqualified if you fail to meet any of the above requirements?
☐ Yes ☐ No

ATTACHMENT D (1) – LEVEL OF EXPERTISE (LE) Demonstration

The Level of Expertise Demonstration should demonstrate the Offeror’s capability to meet the project’s requirements through examples of Offeror’s past performance. The expertise demonstration examples should be prioritized (list the most important examples first) and should demonstrate Offeror’s success on similar projects . The Offeror may add or delete Risk table templates, but do not exceed the 2-page limit for this section.

Level of Expertise #1 Example: Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Level of Expertise #2 Example: Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Level of Expertise #3 Example: Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Level of Expertise #4 Example: Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Level of Expertise #5 Example: Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

ATTACHMENT D (2) – RISK ASSESSMENT (RA) PLAN

The risks should be prioritized (list the greatest risks first). The Offeror may add or delete Risk table templates, but do not exceed the 2-page limit for this section.

Risk #1 Description: Click or tap here to enter text.

Solution: Click or tap here to enter text.

Documented Performance with Solution to Risk #1: Click or tap here to enter text.

Risk #2 Description: Click or tap here to enter text.

Solution: Click or tap here to enter text.

Documented Performance with Solution to Risk #2: Click or tap here to enter text.

Risk #3 Description: Click or tap here to enter text.

Solution: Click or tap here to enter text.

Documented Performance with Solution to Risk #3: Click or tap here to enter text.

Risk #4 Description: Click or tap here to enter text.

Solution: Click or tap here to enter text.

Documented Performance with Solution to Risk #4: Click or tap here to enter text.

Risk #5 Description: Click or tap here to enter text.

Solution: Click or tap here to enter text.

Documented Performance with Solution to Risk #5: Click or tap here to enter text.

ATTACHMENT D (3) – VALUE ADDED (VA) ITEMS

The Value-Added Items should identify any value-added options or ideas that may benefit the project. The value-added items should be prioritized (identify the most important claims first) and should provide examples of value added options that Offeror has implemented in other similar projects and the documented performance of each value-added item . The Offeror may add or delete Value Added Claim table templates, but do not exceed the 2-page limit for this section.

Value Added Item #1: Click or tap here to enter text.

How will this add value? Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Cost Impact (%): Click to enter text. Schedule Impact (%): Click to enter text.

Value Added Item #2: Click or tap here to enter text.

How will this add value? Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Cost Impact (%): Click to enter text. Schedule Impact (%): Click to enter text.

Value Added Item #3: Click or tap here to enter text.

How will this add value? Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Cost Impact (%): Click to enter text. Schedule Impact (%): Click to enter text.

Value Added Item #4: Click or tap here to enter text.

How will this add value? Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Cost Impact (%): Click to enter text. Schedule Impact (%): Click to enter text.

Value Added Item #5: Click or tap here to enter text.

How will this add value? Click or tap here to enter text.

Documented Performance: Click or tap here to enter text.

Cost Impact (%): Click to enter text. Schedule Impact (%): Click to enter text.

ATTACHMENT F – WEEKLY RISK REPORTING SYSTEM GUIDE

Overview
The Weekly Risk Reporting System (WRRS) is a companion to the Quality Control Plan that is created by the best value Offeror during the Clarification Phase. The report serves as a tool for The State in analyzing the performance of the Project based on risk. The WRRS does not substitute or eliminate weekly progress reports or any other traditional reporting systems (that the Offeror may do).

The purpose of the WRRS is to allow the Offeror to document and manage all risks that occur throughout a project. Risk is defined as anything that might impact the project scope and schedule. This includes risks that are caused by the Offeror (or entities subcontracted by the Offeror), and risks that are caused by The State (scope changes, unforeseen conditions, etc.).

The State’s Project Manager may also require the Offeror to document risks that may impact The State satisfaction.

Submission
The weekly report is an Excel file that must be submitted every week. The report is due every week once the Contract Award is issued, until the Project is 100% complete (and final payment is made). The Excel spreadsheet will be available from The State upon request.

The completed report must be saved using the date and name of the Project given by The State (Format: YYMMDD_Project Name; For example, ‘HCM Project’ for the week ending Friday, Oct 7, 2018, should be labeled ’181007_HCM Project’). Weekly Reports are to be emailed by Monday.

The weekly risk report consists of reporting the project performance metrics, scope changes or unforeseen events that are risks to the project in terms of scope and deviations, or The State satisfaction including any risks that could potentially develop into an issue. When a new risk is identified, it is added to the risk log, along with the following: Identification date (date the risk was identified), likelihood, impact, response plan for high risks which would include resolution due date.

When a risk has become an issue, it is added to a project deviations log, along with the following: Identification date (date the issue was identified), plan to resolve issue, resolution due date, impact to critical path or schedule (in days), and impact to final price (in dollars).

As risks o r issues arise that warrant attention, the Offeror should not wait to submit the risk report. The Offeror must contact The State if there are any risks or potential risks identified that are or could be rated at a high level. The Offeror is also required to provide a satisfaction rating based on the identified risk or issue and their plan to mitigate the risk. The rating is based on a scale of 1-10 (10 being completely satisfied and 1 being completely dissatisfied). The Offeror may modify its satisfaction ratings at any time throughout the Project. When a risk is eliminated or and issue is resolved, the actual date of elimination or resolution must be listed.

The State will analyze the reports for accuracy and timeliness. The reports will be used in part by The State to determine the overall final performance rating of the Offeror (and its team).

Client
Vendor
Project Name
Date Awarded
Award Cost
Duration [Total days] 0
Initial Start Date:

Initial Completion Date:

Project Information
Week # Date Notes
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Project Weekly Update History Log
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54 Initial Allocated Budget ($) $0.00
Current Allocated Budget ($) $0.00
Initial Project Completion 1/0/1900
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0 0
# Activity % Complete Baseline Schedule
Revised
Schedule Dev # 1
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Project Status
Milestone Schedule
1 Sr. # Date
Entered
Foreseen
Risk Risk Items Plan to Minimize Risk
Planned
Resolution
Date
Actual Date
Resolved
Impact to
Critical Path
Impact to
Cost Entity Responsible Risk Rating
(1-10; 1=low, 10=high)
0 3/17/2016
Insert RMP
Risk # if
foreseen
Subject Matter of Risk
(1) Problem background - Why is this a risk for the project? (2) What will be done to minimize this? (3) Who is
ressponsible for the plan? (4) What kind of impact will this have?
3/20/2016 3/25/2016 0 $ - C/V/U/O 5 1 2
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37 Do not use the CUT/PASTE/DELETE CELL feature!!!
# Date Entered Description of Risk Plan to Minimize Plan if Risk occurs Impact to days (critical path)
Impact
to Cost Priority of Risk
1 2
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Template
No Criteria Unit Metric
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Attachment+F1+-+WRR+Template.xlsx 4/29/2020
0 Vendor Name:
1/0/00
$0.00 1/0/00
$0.00 1/0/00
$0.00 0
$0.00 0
$0.00 0
$0.00 0
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#DIV/0! #DIV/0!
#DIV/0! #DIV/0!
#DIV/0! #DIV/0!
#DIV/0! #DIV/0!
#DIV/0! #DIV/0!
$0.00
#DIV/0!
0 #DIV/0!
Days Delayed Foreseen
% Over Schedule Foreseen
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Days Delayed
0 $ Over Budget Foreseen
% Over Budget Foreseen
% Due to Unforeseen
Days to Client
% Due to Client
Days to Unforeseen
% Due to Client
% Due to Other % Due to Other
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$ Due to Vendor
Weekly Risk Report
Current Completion Date
Budget
Project Title: # of Deviations Pending0
Initial Allocated Budget Initial Completion Date
Schedule
Initial Start Date
Current Estimated Budget
$ Due to Client
Days to Other
% Due to Unforeseen
Days to Vendor
% Due to Vendor % Due to Vendor
% Over Budget % Over Schedule
$ Due to Other
$ Due to Unforeseen
8 ATTACHMENT G

REQUIREMENTS FOR NATIONAL COOPERATIVE CONTRACT

TO BE ADMINISTERED BY

OMNIA PARTNERS, PUBLIC SECTOR

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

Exhibit A – RESPONSE FOR NATIONAL COOPERATIVE CONTRACT

Exhibit B – ADMINISTRATION AGREEMENT, EXAMPLE

Exhibit C – MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING

AGREEMENT, EXAMPLE

Exhibit D – PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE

Exhibit E – CONTRACT SALES REPORTING TEMPLATE

Exhibit F – FEDERAL FUNDS CERTIFICATIONS

Exhibit G – NEW JERSEY BUSINESS COMPLIANCE

Exhibit H – ADVERTISING COMPLIANCE REQUIREMENT

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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, Public Sector.

1.1 Requirement

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

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

This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners, Public Sector ’s requirements to market the resulting Master Agreement

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nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners, Public Sector.

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

1.2 Marketing, Sales and Administrative Support

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

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

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

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

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

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service

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D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams

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

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

Suppliers are required to pay an administrative fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners, Public Sector Administration Agreement (Exhibit B).

1.3 Estimated Volume

The dollar volume purchased under the Master Agreement is estimated to be approximately $500M annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Pro curement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, Public Sector, and volume growth into other Public Agencies through a coordinated marke ting approach between Supplier and OMNIA Partners, Public Sector.

1.4 Award Basis

The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners, Public Sector’s option, be the basis of award on a national level through OMNIA Partners, Public Sector. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners, Public Sector . Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal P rocurement Agency (e.g. governing law) are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and OMNIA Partners, Public Sector shall agree without being in conflict with the Master Agreement. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice

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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 responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners, Public Sector).

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

1.5 Objectives of Cooperative Program

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

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

2.0 REPRESENTATIONS AND COVENANTS

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

2.1 Corporate Commitment

Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master 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

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customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners, Public Sector and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account man ager within the RFP response that will be responsible for the overall management of the Master Agreement.

2.2 Pricing Commitment

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

2.3 Sales Commitment

Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sal es force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners, Public Sector nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners, Public Sector in accordance with the OMNIA Partners, Public Sector Administration Agreement.

Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

3.0 SUPPLIER RESPONSE

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

3.1 Company

A. Brief history and description of Supplier.

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

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

D. Annual sales for the three previous fiscal years.

E. Submit FEIN and Dunn & Bradstreet report.

F. Describe any green or environmental initiatives or policies.

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

Indicate how, if at all, pricing changes when using the diversity program.

H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc.

I. Describe how supplier differentiates itself from its competitors.

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

K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

L. Describe any debarment or suspension actions taken against supplier

3.2 Distribution, Logistics

A. Describe the full line of products and services offered by su pplier; pricing is only to be provided in the cost proposal.

B. Provide details of any minimum order requirements, free goods program, and any other general offers or requirements (excluding information specific to price).

C. In detail, describe any and all compliance and reporting methods that can be utilized by participating agencies to include available digital analytics.

D. In detail, describe any and all abilities that both the supplier and the participating agency can restrict items as needed. Include any ability for agencies to select available categories.

E. Describe h ow 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.

F. Without describing specific pricing at this time, describe how Participating Agencies are ensure they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

G. In detail, describe the supplier’s digital portal and how it differs from competitors.

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

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I. Provide available ordering methods – online ordering, order tracking, search options, and order history.

J. Provide available payment terms.

K. Indicate if payment will be accepted via credit card. If so, may credit card payment(s) be made online? Also state any convenience fees, if allowable, per the Visa Operating Regulations.

L. Provide the number, size and location of Supplier’s distribution f acilities, 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 g o 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, Public Sector team within first 90 days

B. Provide a detailed ninety -day plan beginning from award date of t he Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Publ ic Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:

i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co- branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners, Public Sector at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Reg ional Cooperative Summits, etc.) and supplier -specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners, Public Sector for partner suppliers. Booth space will be purchased and staffed by Supplier . In

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addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners, Public Sector.
vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners, Public Sector internet web-based homepage on Supplier’s website with:

• OMNIA Partners, Public Sector standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners, Public Sector ’s website including the online registration page;
• A dedicated toll- free number and emai l address for OMNIA Partners, Public Sector

C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners, Public Sector. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

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

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

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

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iv. Non-exclusive

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

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

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

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

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

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

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

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

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

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

M. Provide the Contract Sales (as defined in Section 10 of the OMNIA Partn ers, Public Sector Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).

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

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

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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, Public Sector ”), and ________________ (“Supplier”).

RECITALS

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

WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register

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(either via registration on the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B ) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement;

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

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

WHEREAS, Princ ipal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and

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

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

DEFINITIONS

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

TERMS AND CONDITIONS

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

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

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

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

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

7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA

PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED

REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR’S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY

WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY,

PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM OF AGREEMENT; TERMINATION

8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 8 and 12 – 23, hereof and the indemnifications afforded by the Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.

9. Supplier’s failure to maintain its covenants and commitments co ntained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. I f such breach is not cured within thirty (30) days of written notice to Supplier , in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement , at OMNIA Partners, Public Sector’ s sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement.

NATIONAL PROMOTION

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

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

11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners , Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such pa rty shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.

ADMINISTRATIVE FEE, REPORTING & PAYMENT

12. An “Administrative Fee” shall be defined and due to OMNIA Partners, Public Sector from Supplier in the amount of three percent (3%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.

13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners, Public Sector by the 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 Procureme nt Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’s sole discretion.

14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated

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Clearing House (ACH) to the OMNIA Partners , Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’s sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and on e-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full.

15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public Sector’s sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of A dministrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners, Public Sector’s reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public Sector’s costs and expenses related to such audit.

GENERAL PROVISIONS

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

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

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

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

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A. OMNIA Partners, Public Sector:

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

B. Supplier:
____________________
____________________
____________________
____________________

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

21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.

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

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

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

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

Communities (collectively, “OMNIA Partners, Public Sector”) to be appended and made a part hereof and such other public agencies (“Participating Public Agencies”) who register to participate in the cooperative purchasing programs administered by OMNIA Partners , Pu blic Sector and its affiliates and subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA Partners, Public Sector website ( www.omniapartners.com/publicsector or any successor website), or by executing a copy of this Agreement.

RECITALS

WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a n umber 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(h), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations,

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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 A RE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE

PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS

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

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

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

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 P rincipal Proc urement Age ncy (as defined below) for National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners , Public Sector ”), [NAME OF P PA] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate.

I hereby ac knowledge, 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 Intergovern mental Cooperative Purchasing Agree ment regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Publ ic Agencies nationwide through OMNIA Partners, Public Sector.

I understand that the purchase of one or m ore 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

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

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

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest;

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(b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

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

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

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

Simplified acquisition threshold means the dollar amount below which a non –Federal entity may purchase property or services using small purchase methods. Non– Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $150,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro - purchase.)

Subaward means an award provided by a pass -through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass -through enti ty. 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 contra ct.

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 oth er Federal awards directly from a Federal awarding agency.

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

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

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, c ontractual, or legal remedies in instances w here 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 O pportunity. 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

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11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

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

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

(D) Davis-Bacon Ac t, as amended (40 U.S.C. 3141-3148). Wh en 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 Ap plicable 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 c ontracts must also i nclude 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 ent ity 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—

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

Does offeror agree? YES Initials of Authorized Representative of offeror

(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority 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 n or its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded f rom 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 sub- awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS

When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that 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

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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 p olicies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS

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

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

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: _____________________________

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EXHIBIT G

NEW JERSEY BUSINESS COMPLIANCE

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

DOC #1 Ownership Disclosure Form

DOC #2 Non-Collusion Affidavit

DOC #3 Affirmative Action Affidavit

DOC #4 Political Contribution Disclosure Form

DOC #5 Stockholder Disclosure Certification

DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran

DOC #7 New Jersey Business Registration Certificate

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

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

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

• 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.

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DOC #1

OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)

Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal.

Company Name:

Street:

City, State, Zip Code:

Complete as appropriate:

I _______________________________________, certify that I am the sole owner of ____________________________________, that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply.

OR:

I _______________________________________, a partner in___________________________, do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation’s stock or the individual partners owning 10% or greater interest in that partnership.

OR:

I _______________________________________, an authorized representative of ______________________, a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation’s stock or the individual partners owning a 10% or greater interest in that partnership.

(Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest

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

Date Authorized Signature and Title

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DOC #2

NON-COLLUSION AFFIDAVIT

Company Name: ________________________________________
Street: ________________________________________________ City, State, Zip Code:____________________________________

State of ________________________________________________

County of ______________________________________________

I, of the_______________________________________________ Name City

in the County of ____________________________, State of _______________________________ of full age, being duly sworn according to law on my oath depose and say that:

I am the _________________________of the firm of _____________________________________ Title Company Name

the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work.

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

Company Name Authorized Signature & Title

Subscribed and sworn before me

this ______ day of ______________, 20____

__________________________________________
Notary Public of ______________________
My commission expires _________________ , 20____
SEAL

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DOC #3

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

Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

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

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photo copy of their Federal Letter of Affirmative Action Plan Approval

2. A photo copy of their Certificate of Employee Information Report OR

3. A complete Affirmative Action Employee Information Report (AA302) ________

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

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the

B. Approved Federal or New Jersey Plan – certificate enclosed

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

_______________________ _________________________________ Date Authorized Signature and Title

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DOC #3, continued

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

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS

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

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor wil l take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual or ientation. 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 trainin g, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

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

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining ag reement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

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

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

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

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

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

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

________________________________________________
Signature of Procurement Agent

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DOC #4

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM

Public Agency Instructions

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

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

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract.

Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contr actors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay -to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12 .

They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county.

These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

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

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DOC #4, continued

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM

Contractor Instructions

Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-

20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:

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

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

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

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

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

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

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

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

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

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DOC #4, continued

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

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

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

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

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

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

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DOC #4, continued

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

County Name:

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

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

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate

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

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

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

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DOC #5

STOCKHOLDER DISCLOSURE CERTIFICATION

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

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

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

Limited Partnership Limited Liability Corporation Limited Liability Partnership

Subchapter S Corporation

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

Stockholders:

Name: Name:

Home Address:

Name: Name:

Home Address: Home Address:

Name:

Home Address:

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

(Notary Public)

My Commission expires:

_________________________________
(Affiant)

________________________________
(Print name & title of affiant)

(Corporate Seal)

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DOC #6

Certification of Non-Involvement in Prohibited Activities in Iran

Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f).

Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non-Involvement in Prohibited Activities in Iran here:
http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pdf.

Offerors should submit the above form completed with their proposal.

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DOC #7

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

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

http://www.state.nj.us/treasury/revenue/forms/njreg.pdf

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EXHIBIT H

ADVERTISING COMPLIANCE REQUIREMENT

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

Nationwide:

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

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

Certain Public Agencies and Political Subdivisions:

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

BAKER CITY GOLF COURSE, OR

CITY OF ADAIR VILLAGE, OR

CITY OF ASHLAND, OR

CITY OF AUMSVILLE, OR

CITY OF AURORA, OR

CITY OF BAKER, OR

CITY OF BATON ROUGE, LA

CITY OF BEAVERTON, OR

CITY OF BEND, OR

CITY OF BOARDMAN, OR

CITY OF BONANAZA, OR

CITY OF BOSSIER CITY, LA

CITY OF BROOKINGS, OR

CITY OF BURNS, OR

CITY OF CANBY, OR

CITY OF CANYONVILLE, OR

CITY OF CLATSKANIE, OR

CITY OF COBURG, OR

CITY OF CONDON, OR

CITY OF COQUILLE, OR

CITY OF CORVALLI, OR

CITY OF CORVALLIS PARKS AND RECREATION

DEPARTMENT, OR

CITY OF COTTAGE GROVE, OR

CITY OF DONALD, OR

CITY OF EUGENE, OR

CITY OF FOREST GROVE, OR

CITY OF GOLD HILL, OR

CITY OF GRANTS PASS, OR

CITY OF GRESHAM, OR

CITY OF HILLSBORO, OR

CITY OF INDEPENDENCE, OR

CITY AND COUNTY OF HONOLULU, HI

CITY OF KENNER, LA

CITY OF LA GRANDE, OR

CITY OF LAFAYETTE, LA

CITY OF LAKE CHARLES, OR

CITY OF LEBANON, OR

CITY OF MCMINNVILLE, OR

CITY OF MEDFORD, OR

CITY OF METAIRIE, LA

CITY OF MILL CITY, OR

CITY OF MILWAUKIE, OR

CITY OF MONROE, LA

CITY OF MOSIER, OR

CITY OF NEW ORLEANS, LA

CITY OF NORTH PLAINS, OR

CITY OF OREGON CITY, OR

CITY OF PILOT ROCK, OR

CITY OF PORTLAND, OR

CITY OF POWERS, OR

CITY OF PRINEVILLE, OR

CITY OF REDMOND, OR

CITY OF REEDSPORT, OR

CITY OF RIDDLE, OR

CITY OF ROGUE RIVER, OR

CITY OF ROSEBURG, OR

CITY OF SALEM, OR

CITY OF SANDY, OR

CITY OF SCAPPOOSE, OR

CITY OF SHADY COVE, OR

CITY OF SHERWOOD, OR

CITY OF SHREVEPORT, LA

CITY OF SILVERTON, OR

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

CITY OF SULPHUR, LA

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CITY OF TIGARD, OR

CITY OF TROUTDALE, OR

CITY OF TUALATIN, OR

CITY OF WALKER, LA

CITY OF WARRENTON, OR

CITY OF WEST LINN, OR

CITY OF WILSONVILLE, OR

CITY OF WINSTON, OR

CITY OF WOODBURN, OR

LEAGUE OF OREGON CITES

THE CITY OF HAPPY VALLEY OREGON

ALPINE, UT

ALTA, UT

ALTAMONT, UT

ALTON, UT

AMALGA, UT

AMERICAN FORK CITY, UT

ANNABELLA, UT

ANTIMONY, UT

APPLE VALLEY, UT

AURORA, UT

BALLARD, UT

BEAR RIVER CITY, UT

BEAVER, UT

BICKNELL, UT

BIG WATER, UT

BLANDING, UT

BLUFFDALE, UT

BOULDER, UT

CITY OF BOUNTIFUL, UT

BRIAN HEAD, UT

BRIGHAM CITY CORPORATION, UT

BRYCE CANYON CITY, UT

CANNONVILLE, UT

CASTLE DALE, UT

CASTLE VALLEY, UT

CITY OF CEDAR CITY, UT

CEDAR FORT, UT

CITY OF CEDAR HILLS, UT

CENTERFIELD, UT

CENTERVILLE CITY CORPORATION, UT

CENTRAL VALLEY, UT

CHARLESTON, UT

CIRCLEVILLE, UT

CLARKSTON, UT

CLAWSON, UT

CLEARFIELD, UT

CLEVELAND, UT

CLINTON CITY CORPORATION, UT

COALVILLE, UT

CORINNE, UT

CORNISH, UT

COTTONWOOD HEIGHTS, UT

DANIEL, UT

DELTA, UT

DEWEYVILLE, UT

DRAPER CITY, UT

DUCHESNE, UT

EAGLE MOUNTAIN, UT

EAST CARBON, UT

ELK RIDGE, UT

ELMO, UT

ELSINORE, UT

ELWOOD, UT

EMERY, UT

ENOCH, UT

ENTERPRISE, UT

EPHRAIM, UT

ESCALANTE, UT

EUREKA, UT

FAIRFIELD, UT

FAIRVIEW, UT

FARMINGTON, UT

FARR WEST, UT

FAYETTE, UT

FERRON, UT

FIELDING, UT

FILLMORE, UT

FOUNTAIN GREEN, UT

FRANCIS, UT

FRUIT HEIGHTS, UT

GARDEN CITY, UT

GARLAND, UT

GENOLA, UT

GLENDALE, UT

GLENWOOD, UT

GOSHEN, UT

GRANTSVILLE, UT

GREEN RIVER, UT

GUNNISON, UT

HANKSVILLE, UT

HARRISVILLE, UT

HATCH, UT

HEBER CITY CORPORATION, UT

HELPER, UT

HENEFER, UT

HENRIEVILLE, UT

HERRIMAN, UT

HIDEOUT, UT

HIGHLAND, UT

HILDALE, UT

HINCKLEY, UT

HOLDEN, UT

HOLLADAY, UT

HONEYVILLE, UT

HOOPER, UT

HOWELL, UT

HUNTINGTON, UT

HUNTSVILLE, UT

CITY OF HURRICANE, UT

HYDE PARK, UT

HYRUM, UT

INDEPENDENCE, UT

IVINS, UT

JOSEPH, UT

JUNCTION, UT

KAMAS, UT

KANAB, UT

KANARRAVILLE, UT

KANOSH, UT

KAYSVILLE, UT

KINGSTON, UT

KOOSHAREM, UT

LAKETOWN, UT

LA VERKIN, UT

LAYTON, UT

LEAMINGTON, UT

LEEDS, UT

LEHI CITY CORPORATION, UT

LEVAN, UT

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LEWISTON, UT

LINDON, UT

LOA, UT

LOGAN CITY, UT

LYMAN, UT

LYNNDYL, UT

MANILA, UT

MANTI, UT

MANTUA, UT

MAPLETON, UT

MARRIOTT-SLATERVILLE, UT

MARYSVALE, UT

MAYFIELD, UT

MEADOW, UT

MENDON, UT
MIDVALE CITY INC., UT

MIDWAY, UT

MILFORD, UT

MILLVILLE, UT

MINERSVILLE, UT

MOAB, UT

MONA, UT

MONROE, UT

CITY OF MONTICELLO, UT

MORGAN, UT

MORONI, UT

MOUNT PLEASANT, UT

MURRAY CITY CORPORATION, UT

MYTON, UT

NAPLES, UT

NEPHI, UT

NEW HARMONY, UT

NEWTON, UT

NIBLEY, UT

NORTH LOGAN, UT

NORTH OGDEN, UT

NORTH SALT LAKE CITY, UT

OAK CITY, UT

OAKLEY, UT

OGDEN CITY CORPORATION, UT

OPHIR, UT

ORANGEVILLE, UT

ORDERVILLE, UT

OREM, UT

PANGUITCH, UT

PARADISE, UT

PARAGONAH, UT

PARK CITY, UT

PAROWAN, UT

PAYSON, UT

PERRY, UT

PLAIN CITY, UT

PLEASANT GROVE CITY, UT

PLEASANT VIEW, UT

PLYMOUTH, UT

PORTAGE, UT

PRICE, UT

PROVIDENCE, UT

PROVO, UT

RANDOLPH, UT

REDMOND, UT

RICHFIELD, UT

RICHMOND, UT

RIVERDALE, UT

RIVER HEIGHTS, UT

RIVERTON CITY, UT

ROCKVILLE, UT

ROCKY RIDGE, UT

ROOSEVELT CITY CORPORATION, UT

ROY, UT

RUSH VALLEY, UT
CITY OF ST. GEORGE, UT

SALEM, UT

SALINA, UT

SALT LAKE CITY CORPORATION, UT

SANDY, UT

SANTA CLARA, UT

SANTAQUIN, UT

SARATOGA SPRINGS, UT

SCIPIO, UT

SCOFIELD, UT

SIGURD, UT

SMITHFIELD, UT

SNOWVILLE, UT

CITY OF SOUTH JORDAN, UT

SOUTH OGDEN, UT

CITY OF SOUTH SALT LAKE, UT

SOUTH WEBER, UT

SPANISH FORK, UT

SPRING CITY, UT

SPRINGDALE, UT

SPRINGVILLE, UT

STERLING, UT

STOCKTON, UT

SUNNYSIDE, UT

SUNSET CITY CORP, UT

SYRACUSE, UT

TABIONA, UT

CITY OF TAYLORSVILLE, UT

TOOELE CITY CORPORATION, UT

TOQUERVILLE, UT

TORREY, UT

TREMONTON CITY, UT

TRENTON, UT

TROPIC, UT

UINTAH, UT

VERNAL CITY, UT

VERNON, UT

VINEYARD, UT

VIRGIN, UT

WALES, UT

WALLSBURG, UT

WASHINGTON CITY, UT

WASHINGTON TERRACE, UT

WELLINGTON, UT

WELLSVILLE, UT

WENDOVER, UT

WEST BOUNTIFUL, UT

WEST HAVEN, UT

WEST JORDAN, UT

WEST POINT, UT

WEST VALLEY CITY, UT

WILLARD, UT

WOODLAND HILLS, UT

WOODRUFF, UT

WOODS CROSS, UT

COUNTIES AND PARISHES INCLUDING BUT NOT
LIMITED TO:

ASCENSION PARISH, LA

Requirements for National Cooperative Contract

Page 44 of 55 ends

ASCENSION PARISH, LA, CLEAR OF COURT

CADDO PARISH, LA

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

CITY AND COUNTY OF HONOLULU, HI

CLACKAMAS COUNTY, OR

CLACKAMAS COUNTY DEPT OF TRANSPORTATION,
OR

CLATSOP COUNTY, OR

COLUMBIA COUNTY, OR

COOS COUNTY, OR

COOS COUNTY HIGHWAY DEPARTMENT, OR

COUNTY OF HAWAII, OR

CROOK COUNTY, OR

CROOK COUNTY ROAD DEPARTMENT, OR

CURRY COUNTY, OR

DESCHUTES COUNTY, OR

DOUGLAS COUNTY, OR

EAST BATON ROUGE PARISH, LA

GILLIAM COUNTY, OR

GRANT COUNTY, OR

HARNEY COUNTY, OR

HARNEY COUNTY SHERIFFS OFFICE, OR

HAWAII COUNTY, HI

HOOD RIVER COUNTY, OR

JACKSON COUNTY, OR

JEFFERSON COUNTY, OR

JEFFERSON PARISH, LA

JOSEPHINE COUNTY GOVERNMENT, OR

LAFAYETTE CONSOLIDATED GOVERNMENT, LA

LAFAYETTE PARISH, LA

LAFAYETTE PARISH CONVENTION & VISITORS

COMMISSION

LAFOURCHE PARISH, LA

KAUAI COUNTY, HI

KLAMATH COUNTY, OR

LAKE COUNTY, OR

LANE COUNTY, OR

LINCOLN COUNTY, OR

LINN COUNTY, OR

LIVINGSTON PARISH, LA

MALHEUR COUNTY, OR

MAUI COUNTY, HI

MARION COUNTY, SALEM, OR

MORROW COUNTY, OR

MULTNOMAH COUNTY, OR

MULTNOMAH COUNTY BUSINESS AND

COMMUNITY SERVICES, OR

MULTNOMAH COUNTY SHERIFFS OFFICE, OR

MULTNOMAH LAW LIBRARY, OR

ORLEANS PARISH, LA

PLAQUEMINES PARISH, LA

POLK COUNTY, OR

RAPIDES PARISH, LA

SAINT CHARLES PARISH, LA

SAINT CHARLES PARISH PUBLIC SCHOOLS, LA

SAINT LANDRY PARISH, LA

SAINT TAMMANY PARISH, LA

SHERMAN COUNTY, OR

TERREBONNE PARISH, LA

TILLAMOOK COUNTY, OR

TILLAMOOK COUNTY SHERIFF'S OFFICE, OR

TILLAMOOK COUNTY GENERAL HOSPITAL, OR

UMATILLA COUNTY, OR

UNION COUNTY, OR

WALLOWA COUNTY, OR

WASCO COUNTY, OR

WASHINGTON COUNTY, OR

WEST BATON ROUGE PARISH, LA

WHEELER COUNTY, OR

YAMHILL COUNTY, OR

COUNTY OF BOX ELDER, UT

COUNTY OF CACHE, UT

COUNTY OF RICH, UT

COUNTY OF WEBER, UT

COUNTY OF MORGAN, UT

COUNTY OF DAVIS, UT

COUNTY OF SUMMIT, UT

COUNTY OF DAGGETT, UT

COUNTY OF SALT LAKE, UT

COUNTY OF TOOELE, UT

COUNTY OF UTAH, UT

COUNTY OF WASATCH, UT

COUNTY OF DUCHESNE, UT

COUNTY OF UINTAH, UT

COUNTY OF CARBON, UT

COUNTY OF SANPETE, UT

COUNTY OF JUAB, UT

COUNTY OF MILLARD, UT

COUNTY OF SEVIER, UT

COUNTY OF EMERY, UT

COUNTY OF GRAND, UT

COUNTY OF BEVER, UT

COUNTY OF PIUTE, UT

COUNTY OF WAYNE, UT

COUNTY OF SAN JUAN, UT

COUNTY OF GARFIELD, UT

COUNTY OF KANE, UT

COUNTY OF IRON, UT

COUNTY OF WASHINGTON, UT

OTHER AGENCIES INCLUDING ASSOCIATIONS,

BOARDS, DISTRICTS, COMMISSIONS, COUNCILS,

PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT

AUTHORITIES, RESERVATIONS AND UTILITIES
INCLUDING BUT NOT LIMITED TO:

ADAIR R.F.P.D., OR

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

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

AGRICULTURE EDUCATION SERVICE EXTENSION

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

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

ALSEA RIVIERA WATER IMPROVEMENT DISTRICT,
OR

AMITY FIRE DISTRICT, OR

ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR

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

ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT,
OR

ARCH CAPE SANITARY DISTRICT, OR

ARNOLD IRRIGATION DISTRICT, OR

ASH CREEK WATER CONTROL DISTRICT, OR

ATHENA CEMETERY MAINTENANCE DISTRICT, OR

Requirements for National Cooperative Contract

Page 45 of 55 ends

AUMSVILLE R.F.P.D., OR
AURORA R.F.P.D., OR
AZALEA R.F.P.D., OR

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

BAKER COUNTY LIBRARY DISTRICT, OR
BAKER R.F.P.D., OR

BAKER RIVERTON ROAD DISTRICT, OR

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

BAKER VALLEY VECTOR CONTROL DISTRICT, OR

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

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

BAR L RANCH ROAD DISTRICT, OR

BARLOW WATER IMPROVEMENT DISTRICT, OR

BASIN AMBULANCE SERVICE DISTRICT, OR

BASIN TRANSIT SERVICE TRANSPORTATION

DISTRICT, OR

BATON ROUGE WATER COMPANY

BAY AREA HEALTH DISTRICT, OR

BAYSHORE SPECIAL ROAD DISTRICT, OR

BEAR VALLEY SPECIAL ROAD DISTRICT, OR

BEAVER CREEK WATER CONTROL DISTRICT, OR

BEAVER DRAINAGE IMPROVEMENT COMPANY,
INC., OR

BEAVER SLOUGH DRAINAGE DISTRICT, OR

BEAVER SPECIAL ROAD DISTRICT, OR

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

DISTRICT, OR

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

BERNDT SUBDIVISION WATER IMPROVEMENT

DISTRICT, OR

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

BIG BEND IRRIGATION DISTRICT, OR

BIGGS SERVICE DISTRICT, OR

BLACK BUTTE RANCH DEPARTMENT OF POLICE

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

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

BLUE MOUNTAIN HOSPITAL DISTRICT, OR

BLUE MOUNTAIN TRANSLATOR DISTRICT, OR

BLUE RIVER PARK & RECREATION DISTRICT, OR

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

BLY VECTOR CONTROL DISTRICT, OR

BLY WATER AND SANITARY DISTRICT, OR

BOARDMAN CEMETERY MAINTENANCE DISTRICT,
OR

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

BONANZA BIG SPRINGS PARK & RECREATION

DISTRICT, OR

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

BONANZA-LANGELL VALLEY VECTOR CONTROL

DISTRICT, OR
BORING WATER DISTRICT #24, OR

BOULDER CREEK RETREAT SPECIAL ROAD

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

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

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

BUNKER HILL SANITARY DISTRICT, OR

BURLINGTON WATER DISTRICT, OR

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

CAMELLIA PARK SANITARY DISTRICT, OR

CAMMANN ROAD DISTRICT, OR

CAMP SHERMAN ROAD DISTRICT, OR

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

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

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

CAPE FOULWEATHER SANITARY DISTRICT, OR

CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR

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

CEDAR CREST SPECIAL ROAD DISTRICT, OR

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

CENTRAL CASCADES FIRE AND EMS, OR

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

CENTRAL OREGON COAST FIRE & RESCUE

DISTRICT, OR

CENTRAL OREGON INTERGOVERNMENTAL

COUNCIL

CENTRAL OREGON IRRIGATION DISTRICT, OR

CHAPARRAL WATER CONTROL DISTRICT, OR

CHARLESTON FIRE DISTRICT, OR

CHARLESTON SANITARY DISTRICT, OR

CHARLOTTE ANN WATER DISTRICT, OR

CHEHALEM PARK & RECREATION DISTRICT, OR

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

CHERRIOTS, OR

CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT,
OR

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

CHINOOK DRIVE SPECIAL ROAD DISTRICT, OR

CHR DISTRICT IMPROVEMENT COMPANY, OR

CHRISTMAS VALLEY DOMESTIC WATER DISTRICT,
OR

CHRISTMAS VALLEY PARK & RECREATION

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

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

CLACKAMAS COUNTY VECTOR CONTROL

DISTRICT, OR

CLACKAMAS RIVER WATER

CLACKAMAS RIVER WATER, OR

Requirements for National Cooperative Contract

Page 46 of 55 ends

Richmond City CouncilOctober 3, 2023

Richmond City Council
October 3, 2023