FMP Contract — Riverside City Council, July 14, 2026

Contract #Table of Contents response to BAFOresponse to RFP #Offer and AcceptanceRFP #

1. CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735PRICE PAGEPRODUCT CATAGORIESPART ITEM BRAND / TYPEDISCOUNT OFFERED(Select and State the Discount Percentage)PRICING MATRIX(Select one)COST PLUS %DISCOUNT OFF LIST %JOBBER MSRP COSTAIR CONDITIONING AND HEATER PARTSAUTOMOTIVE & HEAVY DUTY VEHICLE BATTERIES-(Traditional Wet Cell Construction)GROUP 31 STUDGROUP 65GROUP 75AUTOMOTIVE BATTERIES-(Spiral Cell Technology or Equivalent)RED 34/78YELLOW 34/78RED 25AUTOMOTIVE BEARINGS AND SEALSIDLER PULLEY 02 CHEVY 1500RVICTORIA-BRAKE SYSTEMSCHASSIS PARTSERBILT 320F150F450CHEMICALSBLACK RTV75W-140 FULL SYNTHETIC GEARLUBECARB CLEAN NONCHLORINATEDCOOLING SYSTEM COMPONENTSB-RADIATOR CAP 13 LB W/LEVERDRIVETRAIN COMPONENTSCROWN VICTORIAU-JOINT STRAP KIT NEAPCO 1-0046 OR EQUIVALENTCARRIER BEARING2500 P/UELECTRICAL COMPONENTSCROWN VICTORIAFUEL PUMP/STARTER/MULTI USE -ENGINE GASKETS & REPAIR PARTSINTAKE GASE350VICTORIAWATER PUMP/TIMING BELT KIT AUTOMOTIVE FILTERSENGINE OIL FILTER FORD CROWN VICTORIA 4.6LAIR FILTE320

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PRODUCT CATAGORIES PART ITEM BRAND / TYPEDISCOUNT OFFERED(Select and State the Discount Percentage)PRICING MATRIX(Select one)COST PLUS %DISCOUNT OFF LIST %JOBBER MSRP COSTIGNITION SYSTEM PARTSVICTORIALIGHT & HEAVY DUTY AUTOMOTIVE LIGHTING PARTSLAMP TYPE 9006LAMP TYPE H6054LAMP TYPE H4656AUTOMOTIVE SPARK PLUGSTIRE & WHEEL MAINTENANCE COMPONENTSVALVE STEM MILTON 413 OR EQUIVALENTTRUCK VALVE STEMMILTON 486 OR EQUIVALENTTIRE LUBRICANT MYERS 46653 OR EQUIVALENTVEHICLE WIPER BLADES-HOOK-HOOK-HOOKSERVICE LINE TYPE PRODUCTSHI-TEMP GREASE #2 RED LITHIUMMULTI-PURPOSE LUBRICANT CRC POWER LUBE OR EQUIVALENTSILICONE SPRAY REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 Necessary)NOTE:

PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICINGMATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST AIR CONDITIONING AND HEATER PARTS NEW A/C COMP W/ CLUTCH & COIL TM31 W/ SERP BELT, 8 GR NEW A/C COMP W/ CLUTCH & COIL QP31 W/ V-BELTS, 2 GR HEAVY DUTY VEHICLE BATTERIESGROUP 31 THREADED STUD SPECS 750 CCA 180 RC GROUP 31 AUTO STYLE POST SPECS 750 CCA 180 RC GROUP 65SPECS 850 CCA 150 RC GROUP 94 SPECS 730 CCA 140 RC TRUCK AIR FILTERSPIERCE ENFORCER AIR FILTER DODGE 6.7 L AIR FILTER CUMMINS IS9 AIR FILTER FORD 6.0L AIR FILTER PIERCE IMPEL AIR FILTER CATERPILLAR LT INTERNATIONAL 8712-8719 PIERCE SABER AUTOMOTIVE BEARINGS AND SEALS TIMKEN BEARING 203FF STEMCO HUB WINDOW SEAL 359-5912STEMCO SEAL INTERNATIONAL 393-0112BRAKE SYSTEMS PIERCE TAK-4 BRAKE PADS PIERCE FRONT PADS DODGE BRAKE PADS -AD PIERCE BRAKE DRUM BRAKE CHAMBER CHASSIS PARTS PIERCE SABER TIE ROD END 99-07 F-350 BALL JOINT STEERING STABILIZER FORD MEDIC 99-07 FORD F350 FRT SHOCK CHEMICALS CITROL CITRUS DEGREASER CASE PRICING PART 266 ONLY SUPER LUBE SYN GREASE CASE PRICING PART 41150 ONLY ELECTRO CONTACT CLEANER PART 03116 CASE PRICING CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735PRICE PAGE

PRODUCT CATAGORIES PART ITEM BRAND / TYPEDISCOUNT OFFERED (Select and State the Discount Percentage)PRICINGMATRIX (Select one)COST PLUS %DISCOUNT OFF LIST %JOBBER MSRP COST COOLING SYSTEM BELTS / COOLANT / PUMPS SERP BELT 10 RIB GREEN SERP BELT FOR CUMMINS GREEN SERP DRIVE BELT GREEN PIERCE AC BELTS HD V-BELT REQUIRES EXACT LENGTH PAIRS DODGE 5500 AUX A/C BELT STRETCH FIT RED PREMIX COOLANT ELC NF SHELL ROTELLA 550041810 MOPAR COOLANT OAT 10YR 150K -AB, CASE PRICE DRIVETRAIN COMPONENTS -JOINT, 4 PLATE SEVERE DUTY -0281 -JOINTS SEVERE DUTY -0675 -JOINTS SEVERE DUTY -0280 ENGINE REPAIR PARTS FAN CLUTCH ASSY KIT MASTER 8001X FORD WATER PUMP 6.0L -8501-ACPIERCE A/C BELT TENSIONER TRUCK O I L F I L T E R SCUMMINS ISL OIL FILTER FORD 6.0L AND 6.4L OIL -2016DETROIT DIESEL OIL DETROIT SERIES 40 OIL FORD 7.3L OIL FILTER -1995INTERNATIONAL MAXFORCE OIL CATERPILLAR OIL FILTER CUMMINS X-12, X-15 OIL DODGE RAM 6.7L OIL -AADETROIT DIESEL OIL (continued)REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 NOTE: (Use Additional Pages as Necessary)
PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICING MATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST TRUCK FUEL FILTERS CUMMINS ISL FUEL FILTER CUMMINS FUEL SECONDARY FORD 6.0 FUEL -4616 CUMMINS ISL9 FUEL FILTER CUMMINS ISL9 FUEL FILTER CATERPILLAR FUEL FILTER 8710 -0751DETROIT DIESEL FUEL FILTER TRUCK MISC FILTERS CUMMINS ISL COOLANT DETROIT COOLANT DODGE WATER SEPERATOR CUMMINS 6.7 L ALLISON TRANSMISSION 8711 CUMMINS COOLANT FLEETGUARD WF 2077 CUMMINS ISL COOLANT CUMMINS WATER SEPARATOR SMALL EQUIPMENT SPARK PLUGS 63, 3924, 2974 CHAMPION 327 RL87YC VEHICLE WIPER BLADES ANCO 31-22TRICO 63-201-ANCO 31-20LAMPS AND BULBS SYLVANIA SILVERSTAR AMBER 2 DIODE LED TRUCKLITE 35200Y PERIMETER STEP LAMP TRUCKLITE 40203 STEP WELL LAMP GROTE 60351 PATIENT COMPARTMENT BULB 15W G.E. 56GJ81RADIATOR CAPS MOTORAD MOTORAD -10235MOPAR OEM 21 PSI 68442532-AAINTERNATIONAL OEM 15PSI (continued)REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICING MATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST REQUESTFORPROPOSALNO. .

CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735PRICE PAGEPRODUCT CATAGORIESPART ITEM BRAND / TYPEDISCOUNT OFFERED(Select and State the Discount Percentage)PRICING MATRIX(Select one)COST PLUS %DISCOUNT OFF LIST %JOBBER MSRP COSTAIR CONDITIONING AND HEATER PARTSAUTOMOTIVE & HEAVY DUTY VEHICLE BATTERIES-(Traditional Wet Cell Construction)GROUP 31 STUDGROUP 65GROUP 75AUTOMOTIVE BATTERIES-(Spiral Cell Technology or Equivalent)RED 34/78YELLOW 34/78RED 25AUTOMOTIVE BEARINGS AND SEALSIDLER PULLEY 02 CHEVY 1500RVICTORIA-BRAKE SYSTEMSCHASSIS PARTSERBILT 320F150F450CHEMICALSBLACK RTV75W-140 FULL SYNTHETIC GEARLUBECARB CLEAN NONCHLORINATEDCOOLING SYSTEM COMPONENTSB-RADIATOR CAP 13 LB W/LEVERDRIVETRAIN COMPONENTSCROWN VICTORIAU-JOINT STRAP KIT NEAPCO 1-0046 OR EQUIVALENTCARRIER BEARING2500 P/UELECTRICAL COMPONENTSCROWN VICTORIAFUEL PUMP/STARTER/MULTI USE -ENGINE GASKETS & REPAIR PARTSINTAKE GASE350VICTORIAWATER PUMP/TIMING BELT KIT AUTOMOTIVE FILTERSENGINE OIL FILTER FORD CROWN VICTORIA 4.6LAIR FILTE320

PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICINGMATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST AIR CONDITIONING AND HEATER PARTS NEW A/C COMP W/ CLUTCH & COIL TM31 W/ SERP BELT, 8 GR NEW A/C COMP W/ CLUTCH & COIL QP31 W/ V-BELTS, 2 GR HEAVY DUTY VEHICLE BATTERIESGROUP 31 THREADED STUD SPECS 750 CCA 180 RC GROUP 31 AUTO STYLE POST SPECS 750 CCA 180 RC GROUP 65SPECS 850 CCA 150 RC GROUP 94 SPECS 730 CCA 140 RC TRUCK AIR FILTERSPIERCE ENFORCER AIR FILTER DODGE 6.7 L AIR FILTER CUMMINS IS9 AIR FILTER FORD 6.0L AIR FILTER PIERCE IMPEL AIR FILTER CATERPILLAR LT INTERNATIONAL 8712-8719 PIERCE SABER AUTOMOTIVE BEARINGS AND SEALS TIMKEN BEARING 203FF STEMCO HUB WINDOW SEAL 359-5912STEMCO SEAL INTERNATIONAL 393-0112BRAKE SYSTEMS PIERCE TAK-4 BRAKE PADS PIERCE FRONT PADS DODGE BRAKE PADS -AD PIERCE BRAKE DRUM BRAKE CHAMBER CHASSIS PARTS PIERCE SABER TIE ROD END 99-07 F-350 BALL JOINT STEERING STABILIZER FORD MEDIC 99-07 FORD F350 FRT SHOCK CHEMICALS CITROL CITRUS DEGREASER CASE PRICING PART 266 ONLY SUPER LUBE SYN GREASE CASE PRICING PART 41150 ONLY ELECTRO CONTACT CLEANER PART 03116 CASE PRICING CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735PRICE PAGE

PRODUCT CATAGORIES PART ITEM BRAND / TYPEDISCOUNT OFFERED (Select and State the Discount Percentage)PRICINGMATRIX (Select one)COST PLUS %DISCOUNT OFF LIST %JOBBER MSRP COST COOLING SYSTEM BELTS / COOLANT / PUMPS SERP BELT 10 RIB GREEN SERP BELT FOR CUMMINS GREEN SERP DRIVE BELT GREEN PIERCE AC BELTS HD V-BELT REQUIRES EXACT LENGTH PAIRS DODGE 5500 AUX A/C BELT STRETCH FIT RED PREMIX COOLANT ELC NF SHELL ROTELLA 550041810 MOPAR COOLANT OAT 10YR 150K -AB, CASE PRICE DRIVETRAIN COMPONENTS -JOINT, 4 PLATE SEVERE DUTY -0281 -JOINTS SEVERE DUTY -0675 -JOINTS SEVERE DUTY -0280 ENGINE REPAIR PARTS FAN CLUTCH ASSY KIT MASTER 8001X FORD WATER PUMP 6.0L -8501-ACPIERCE A/C BELT TENSIONER TRUCK O I L F I L T E R SCUMMINS ISL OIL FILTER FORD 6.0L AND 6.4L OIL -2016DETROIT DIESEL OIL DETROIT SERIES 40 OIL FORD 7.3L OIL FILTER -1995INTERNATIONAL MAXFORCE OIL CATERPILLAR OIL FILTER CUMMINS X-12, X-15 OIL DODGE RAM 6.7L OIL -AADETROIT DIESEL OIL (continued)REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 NOTE: (Use Additional Pages as Necessary)
PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICING MATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST TRUCK FUEL FILTERS CUMMINS ISL FUEL FILTER CUMMINS FUEL SECONDARY FORD 6.0 FUEL -4616 CUMMINS ISL9 FUEL FILTER CUMMINS ISL9 FUEL FILTER CATERPILLAR FUEL FILTER 8710 -0751DETROIT DIESEL FUEL FILTER TRUCK MISC FILTERS CUMMINS ISL COOLANT DETROIT COOLANT DODGE WATER SEPERATOR CUMMINS 6.7 L ALLISON TRANSMISSION 8711 CUMMINS COOLANT FLEETGUARD WF 2077 CUMMINS ISL COOLANT CUMMINS WATER SEPARATOR SMALL EQUIPMENT SPARK PLUGS 63, 3924, 2974 CHAMPION 327 RL87YC VEHICLE WIPER BLADES ANCO 31-22TRICO 63-201-ANCO 31-20LAMPS AND BULBS SYLVANIA SILVERSTAR AMBER 2 DIODE LED TRUCKLITE 35200Y PERIMETER STEP LAMP TRUCKLITE 40203 STEP WELL LAMP GROTE 60351 PATIENT COMPARTMENT BULB 15W G.E. 56GJ81RADIATOR CAPS MOTORAD MOTORAD -10235MOPAR OEM 21 PSI 68442532-AAINTERNATIONAL OEM 15PSI (continued)REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICING MATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST REQUESTFORPROPOSALNO.

Elliott Auto Supply Co Inc dba Factory Motor PartsRequest for Proposal #226051AxiaAftermarket Automotive and Heavy-Duty Vehicle PartsDue: August 26, 2022

3.1 CompanyFactory Motor Parts is widely recognized as a leader in the automotive industry of providing the original equipment (OEM) brand name parts established by General Motors and Ford to a vast array of channel partner customers throughout The United States. Beginning in 1945, Factory Motor Parts was established with the sole vision of fulfilling service and support as well as continuous training for both customers and our employees so that they may consistently exceed customer expectations. All 1,800 members of the Factory Motor Parts team are driven to fulfill these commitments to our customers every ain partner long into the future. A company with the size and scope of Factory Motor Parts, with over 160 distribution and customer service center locations nationwide, is not often a privately held corporation. But due to the nature of our business being so focused on meeting the unique needs of various customers within a number of channels, our ownership and management structure allows us the agility and speed to respond to customer needs and requests quickly and allows us to be nimble enough to address changes in those needs over time. Additionally, through examining how our customers buy, comparison to other customers and industry trends, we are often first to provide best practice concepts and continuous improvement processes that contribute to long term fleet maintenance savings. Due to Elliott auto supply Co Inc, dba Factory Motor Parts, being a family-owned privately held corporation, please contact CEO Rick Lonson ([email protected]) for sales, financial, FEIN, and Dunn Bradstreet Reports.

3.2 Distribution LogisticsAs a result of our more than 20 years of experience working with government and commercial fleets, we have a keen understanding of the challenges and pressures complex fleets face today when it comes to managing the parts component of their fleet operations. Working hand in hand with our customers, together we have developed efficient parts supply, equitable parts room operation expenses and cost-effective inventory management.

Our company name, Factory Motor Parts, originates from our participation in the former relationships with Ford, General Motor and numerous other nationally recognized top-tier suppliers the automotive industry. Today, as Ford and General Motors largest aftermarket distribution partner we are able to service various channel customers throughout The United States, including Alaska, from a Factory Motor Parts distribution center. From underhood to undercar, domestic or import, light, medium and heavy duty, our commitment to unmatched inventory availability and customer service, our team of parts professionals have combined with our customers to form the foundation for our continued growth and expansion in the automotive parts aftermarket industry.Factory Motor Parts has been awarded several Cooperative Contracts as a superior supplier. National Cooperative contracts awarded include: NASPO, hosted by the State of California; Sourcewell, and just awarded; the Equalis contract. Inventories within Factory Motor Parts 3.0 Million square feet of distribution center space are in excess of $300 Million with over 330,000 product part numbers. In large part, Factory Motor Parts inventories consist of the Original Equipment brands originally established by Ford and General Motors of Motorcraft and AC Delco. The availability and use of these OEM brands, provides our government fleet customers with the assurance that the part being replaced on the police car, ambulance, fire truck or other type of vehicle meets or exceeds the specifications and criteria established by the vehicle manufacturer. Access to these products from Factory Motor Parts provides for significant cost savings as compared to procuring these items from a new car dealer. Additional products provided by Factory Motor Parts are of the most respected and widely known name brand manufacturers in the industry including Centric, Anco, Moog, Standard, FVP and Wix among many others. We have remained a name brand provider as we wish to ensure our customers that not only Factory Motors Parts, but also our recognizable manufacturer partners, stand behind every product we sell in terms of quality, reliability, and consistency with original equipment specifications and effectiveness. Factory Motor Parts can service and supply the needed repair parts for all states excluding Hawaii within a 2-3 day time frame, with many of the entities being serviced, on demand/local same day delivery. Factory Motor Parts will ship packages UPS ground.

3.3 Marketing and SalesIn an event of award, the field work will begin. Factory Motor Parts understands thatan award opens the doors for our field representatives to make calls on entities,listen to their needs, and create solutions. As a successful vendor, Factory Motor Parts will market the contract with the following plan...Executive Leadership Training of the Contract and PoliciesSales Account Manager & Customer Service Manager Training of the Contract and Policies, Factory Motor Parts invites Axia Management to attend and assist in the training programContract information to be added as a banner in our online catalog and ordering systemContract information will be added onto our fleet specialized flyers-see attachedEmails will be sent to State buyers with the contract information and follow up meetingsAxia will be advertised at all Local, Regional, and National ExpositionsFactory Motor Parts has been awarded several Cooperative Contracts as a superior supplier. National Cooperative contracts awarded include: NASPO, hosted by the State of California; Sourcewell, and just awarded; the Equalis contract. The Factory Motor Parts Sales Team is trained to present to all government entities the available cooperative contracts that Factory Motor Parts holds and allows the customer to choose the best cooperative contract to fulfill their needs.The following Factory Motor Parts personnel will be responsible:Marketing: Dave Schumacher, Director of Marking, [email protected], Financial Reporting, & Contracts: Dana Carney, Fleet Sales & Operations Manager [email protected] Support: Kyra Coughlin, Fleet Sales Administrator [email protected] Motor Parts is separated in Regions. Each region consists of a Senior Director, who is responsible for both Sales and Operations, Regional Sales Manager, and a dedicated sales and customer service support team.

Western Region: Ron Turner ([email protected])
Southwest Region: Adam Faulkner ([email protected])
Northwest Region: Justin McIver ([email protected])
Midwest Region: Joel Quetenschbach ([email protected])
North Central: Tim Rogat ([email protected])
Great Lakes Region: Kelley Manning ([email protected]) Northeast Region: Patrick Gough ([email protected])
Southeast Region: Ben Duke ([email protected])
Factory Motor Parts will work with the Axia Cooperative Team to implement, grow, and service the national program with internal virtual meetings, conference calls, and invite the Axia Cooperative Team to customer meetings and Expo Events.

. Offer and Acceptance
OFFER AND ACCEPTANCEOFFERTO THE CITY OF TUCSON:The Undersigned hereby offers and shall furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and amendments in the Request for Proposal which is incorporated by reference as if fully set forth herein.For clarification of this offer, contact:Name: Company NameTitle: AddressPhone: City State ZipFax: Signature of Person Authorized to SignE-mail: Printed NameTitleACCEPTANCE OF OFFERThe Offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the Contract. This Contract shall be referred to as Contract No. ________________.CITY OF TUCSON, a municipal corporationApproved as to form: Awarded:This ________ day of _______________ 20_____ This ________ day of _______________ 20_____As Tucson City Attorney and not personally As Director of Business Services and not personally 23February8th

. RFP #
CITY OF TUCSON REQUEST FOR PROPOSAL 226051 AFTERMARKET AUTOMOTIVE AND HEAVY-DUTY VEHICLE PARTS (AXIA) Due Date: Wednesday, September 14, 2022 City of Tucson255 W Alameda StTucson, AZ 85701Procurement portal https://secure.procurenow.com/portal/tucson-az Public Portal https://secure.procurenow.com/portal/tucson-az/projects/19263 PUBLISH DATE: July 27, 2022

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 2 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 Attachments: A - OFFER AND ACCEPTANCE F - Axia Cooperative Attachment G - 226051 - Price Page CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 3 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 A. NOTICE A.1. CITY OF TUCSON NOTICE OF REQUEST FOR PROPOSAL NO 226051 TITLE: Aftermarket Automotive and Heavy-Duty Vehicle Parts (AXIA) SUBMITTAL DUE DATE: Wednesday, September 14, 2022 AT 2:00 P.M. LOCAL AZ TIME PRE-SUBMITTAL CONFERENCE DATE: Thursday, August 11, 2022 TIME: 10:30 am LOCAL AZ TIME LOCATION: MICROSOFT TEAMS VIRTUAL MEETING CALL-IN AUDIO OPTION: +1 213-293-2303,,564196514# United States, Los Angeles PHONE CONFERENCE ID: 564 196 514# QUESTIONS SHALL BE DIRECTED TO: Joseph Palacino (520) 837-4126 [email protected] Posted Date: Wednesday, July 27, 2022 Competitive sealed offers for the material or service specified in this solicitation must be submitted through the Citys online bidding system. No late submitted offer will be accepted or considered. Reponses submitted in physical form or by facsimile or email will not be considered. Offerors are cautioned to commence the submittal process sufficiently ahead of time to allow for unanticipated delays resulting from things like a slow internet connection, internet outage, difficulty uploading large documents, differing system requirements, etc. Questions about this solicitation must be addressed to the responsible Contract Officer listed herein.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 4 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 B. INTRODUCTION B.1. Summary The City of Tucson is requesting proposals from qualified firms to establish an annual requirements contract to provide Aftermarket Automotive and Heavy Duty Vehicle Parts, per the requirements herein. NOTE: The Scope of Work of this Solicitation and the resulting contract does NOT include repair services. This contract will be used by various City departments. The City currently operates several vehicle and equipment maintenance facilities. These include facilities operated by Fleet Services, Fire Fleet Management, Parks and Recreation and the Water Department. In addition to fixed site repair facilities, various City departments utilize mobile repair trucks. Vehicles maintained range from sedans, pickup trucks, service body trucks, dump trucks, water trucks, refuse collection trucks, ambulances, and fire apparatus to off-road equipment such as grounds keeping equipment, loaders, backhoes, and motor graders.While a large portion of parts covered under any contract resulting from this solicitation will be utilized for light and medium duty on-highway vehicles, many of the parts incorporated in this solicitation also cover heavy duty on-highway vehicle and off-road vehicle applications. Therefore, offerors must offer complete product lines that cover this wide range of applications.NOTE: The City of Tucson anticipates establishing a separate contract for the purchase of batteries and does NOT intend to purchase batteries under the contract resulting from this solicitation.Batteries are included in the Scope of the solicitation and resulting contract to allow for the purchase of batteries under the contract by those cooperative partners. A. The City of TucsonThe City of Tucson is requesting proposals from qualified firms to establish an annual requirements contract to provide Aftermarket Automotive and Heavy Duty Vehicle Parts, per the requirements herein. NOTE: The Scope of Work of this Solicitation and the resulting contract does NOT include repair services. This contract will be used by various City departments. B. AXIA Cooperative - National ContractThe City of Tucson, as the Lead Procurement Agency, as defined in Axia Cooperative Attachment, has partnered with Axia Coop LLC (Axia Cooperative) to make the resultant contract (also known as the Master Agreement in materials distributed by Axia Cooperative) 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 Axia Cooperatives cooperative purchasing program. The City of Tucson 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 Axia Cooperative as a Participating Public Agency in Axia Cooperatives cooperative purchasing program. Axia Cooperative Attachment contains CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 5 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 additional information on Axia Cooperative and the cooperative purchasing agreement.Axia Cooperative provides shared services and supply chain optimization to state, local, education and other government entities. Axia Cooperative leverages the spend of public agencies nationwide to command the best prices on products and services. With executive support from the supplier along with pricing and sales commitments, Axia Cooperative provides marketing and administrative support for the Supplier that directly promotes the Suppliers 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. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and competed. The Supplier benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Suppliers need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the Axia Cooperative documents (Axia Cooperative Attachment).The City of Tucson anticipates spending approximately $20mm over the full potential Master Agreement term for Aftermarket Automotive and Heavy-Duty Vehicle Parts. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of purchases under the Master Agreement through Axia Cooperative is approximately $100mm. This projection is based on the current annual volumes among the Lead Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through Axia Cooperative, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and Axia Cooperative. B.2. Background The City currently operates several vehicle and equipment maintenance facilities. These include facilities operated by Fleet Services, Fire Fleet Management, Parks and Recreation and the Water Department. The Town of Marana operates a Fleet Services facility at 5100 W. Ina Road. In addition to fixed site repair facilities, various City departments utilize mobile repair trucks. Vehicles maintained range from sedans, pickup trucks, service body trucks, dump trucks, water trucks, refuse collection trucks, ambulances, and fire apparatus to off-road equipment such as grounds keeping equipment, loaders, backhoes, and motor graders.While a large portion of parts covered under any contract resulting from this solicitation will be utilized for light and medium duty on-highway vehicles, many of the parts incorporated in this solicitation also cover heavy duty on-highway vehicle and off-road vehicle applications. Therefore, offerors must offer complete product lines that cover this wide range of applications.NOTE: The City of Tucson anticipates establishing a separate contract for the purchase of batteries and does NOT intend to purchase batteries under the contract resulting from this solicitation.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 6 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 However, the City anticipates the use of this contract by its cooperative partners as described below. Batteries are included in the Scope of the solicitation and resulting contract to allow for the purchase of batteries under the contract by those cooperative partners. B.3. Contact Information Joseph PalacinoContract OfficerEmail: [email protected]: (520) 837-4126Department:EGSD B.4. Timeline CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 7 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 Release Project Date July 27, 2022 Pre-Proposal Meeting (Non-Mandatory) August 11, 2022, 10:30am AgendaMICROSOFT VIRTUAL TEAMS MEETING Proposal Submission Deadline September 14, 2022, 2:00pm CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 8 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 C. SCOPE OF WORK NOTE: The Scope of Work of this solicitation and the resulting contract does NOT include Vehicle Repair Services. C.1. General Requirements A. QUALIFIED FIRMS 1. Offerors should meet the minimum qualifications: a. Have a strong national presence in the aftermarket automotive and heavy-duty vehicle parts industry. b. Have a distribution model capable of delivering products nationwide. c. Have a demonstrated sales presence. d. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. e. Be able to provide the full range of products, equipment, parts, materials and services to meet the demands of the City of Tucson and agencies that opt to participate in the cooperative purchasing program detailed herein. B. INVENTORY 1. The City of Tucson has an ongoing requirement for the material indicated in this solicitation. It is an express condition of any award that the Contractor shall maintain a reasonable stock on hand for delivery to the requesting agency. Failure to maintain such a stock may result in cancellation of the Contract. C. PRICING FOR PARTS 1. The Offeror shall offer parts prices based on a percentage discount off of a referenced manufacturers price list or a percentage markup from a manufacturers cost list. Price list (or Cost list), manual or electronic, must be kept up to date as the discount (or markup) applies to the current list. For the purpose of this contract, the definition of current Price list (or cost list) shall be the last Price list (or Cost list) received by the City. Contractor shall notify the Citys designated contract representative in the Fleet Services Division, as well as the contract officer in the Procurement Department, of any and all price changes and shall provide a current Price list (or Cost list) to the City. D. INVOICING 1. The City purchase order number shall be shown on all invoices and related documents. All invoices for parts will have a supporting document with the signature and employee number of the City employee accepting the parts. Contractors invoices should accompany all part deliveries. E. CATALOGS 1. Upon request, the Contractor must provide, at no cost to the City or using agency, copies of the referenced catalog(s) and price list(s).

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 9 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 F. DEFECTIVE PRODUCT 1. All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification. G. ORDER QUANTITIES 1. The quantities ordered at any given time may vary based upon the usage at that time. The City cannot guarantee to order in industry-standard package quantities. For example, if an item is typically packaged in sets of 12, and if the City has a current need of only 5, the order will be placed for 5 each, and the Contractor must fill the order for 5. H. PARTS INSPECTION 1. All parts provided from the Contractors shop shall be inspected by the Fleet Services Superintendent, or their agent(s) upon receipt. Any parts determined by the City Representative to be unsuitable for service shall be returned to the contractor at no cost to the City. I. SDS FOR HAZARDOUS SUBSTANCES 1. Contractor shall furnish Safety Data Sheets for all products required by OSHA Hazard Communications Regulations per 29 CFR Part 1910.1200. J. USAGE REPORT 1. The Contractor shall provide an electronic copy of a usage report to the Department of Procurement on an annual basis (or at any time upon request). The report shall be provided 9 10 months into each term and shall provide complete information regarding the quantities of parts, unit pricing provided and total contract spend during the requested time period. K. WARRANTY 1. Offeror shall warrant that all parts furnished in their offer are newly manufactured and free from defects in material and workmanship for no less than the stated manufacturers warranty of the specific part from the date the part is delivered or installed. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendors liability as stated herein. C.2. SERVICE REQUIREMENTS A. LOCAL MAINTENANCE FACILITIES AND STOREFRONT 1. The product specified in this solicitation is dependent upon the availability of prompt professional service. In order to be considered for award, each potential contractor is required to have existing facilities with sufficient inventory and trained personnel experienced in providing a quality product, as specified. All normally stocked items ordered during normal business hours, by phone or on-line, must be delivered within one (1) hour CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 10 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 after an order is placed. The City reserves the right to inspect contractors facilities before final award and throughout the term of the contract for quality control. B. CUSTOMER SUPPORT SERVICES 1. Offerors must have procedures in place regarding product replacements, returns, restocking charges, after sales support, out of stock tracking, order tracking, technical assistance and feedback, quality assurance for orders and drop shipments. C. TECHNICAL TRAINING 1. Contractor must have the ability to provide on-site training to the Citys parts staff and technicians. This training may be provided by the Contractors qualified staff, by the product manufacturer, or by a third party. D. OTHER SERVICES 1. Offers are encouraged to offer value-added services not included in above categories. C.3. TECHNICAL REQUIREMENTS A. PRODUCTS 1. Offerors must be able to provide service to a high demand municipal fleet consisting of approximately 2,500 units. 2. All products offered in response to this RFP shall be first line, professional grade products. Any Offeror that wishes to provide house brand or private label products as an alternate must provide evidence documenting how these products provide equivalency to a first line, professional grade product. 3. Offerors must also be able to provide, in their local inventory, product lines that cover a broad range of applications, from sedans, pickup trucks, service body trucks, dump trucks, water trucks, refuse collection trucks, ambulances, and fire apparatus to off-road equipment such as grounds keeping equipment, loaders, backhoes, motor graders and other off-road equipment. B. ALTERNATE PRODUCT LITERATURE 1. Offerors submitting an offer for house brand or private label products shall submit a brochure or descriptive catalog giving detailed specifications of the proposed product being offered. C. PRODUCT CATEGORIES INCLUDED 1. Product categories to be provided under this contract include, but are not limited to, the following: a. Air Conditioning and Heater Parts. b. Automotive Bearings and Seals. c. Automotive Filters air, engine oil, fuel, transmission, water, hydraulic, etc. d. Brake Systems pads, shoes, drums, rotors, calipers, wheel cylinders, master cylinders, etc.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 11 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 i. The City reserves the right to maintain a separate contract, if necessary, for valves, brake chambers, pads, shoes, rotors, drums, brake re-lining, etc. for heavy duty vehicles. The decision to maintain a separate contract shall rest solely with the City. e. Chassis Parts also includes shock absorbers, power steering pumps, steering racks, steering gears, engine and transmission mounts, etc. f. Chemicals brake fluid, power steering fluid, RTV sealants, thread lockers, etc. g. Cooling System Components belts, hoses, clamps, caps (includes radiator, gas, oil filler), thermostats, water pumps, fan clutches, etc. h. Drivetrain Components u-joints, yokes, clutches, drive shafts (front wheel drive), etc. i. Electrical Components switches, fuses, circuit breakers, primary wire, battery cable, wiring terminals, senders, sensors, instrumentation, etc. j. Engine gaskets and engine repair parts. k. Ignition System Components caps, coils, rotors, sensors, wire sets, etc. l. Lighting Components for Light and Heavy Duty Vehicles miniature bulbs, headlamps, truck/trailer lighting (marker lights, stop/turn/tail assemblies and components, mounting components, etc.) m. Spark Plugs. n. Tire and Wheel Maintenance Components tire repair items (cleaners, patches, cements, etc.), wheel weights, tire installation lubricant, wheel studs and nuts, etc. o. Wiper Blades. p. Service Line type products. D. PARTS NOT INCLUDED 1. Products NOT to be provided under this contract include the following: a. Hand Tools b. Power tools c. Any item not directly associated with the repair or maintenance of automobiles, medium or heavy duty trucks, small equipment, or off-road equipment.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 12 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 D. INSTRUCTIONS TO OFFERORS D.1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION For purposes of this solicitation and any subsequent contract, the following terms have the meanings set forth below:City: The City of Tucson, Arizona Contract: The legal agreement(s) executed between City and the Successful Offeror(s). The Contract will be deemed to include all the conditions and requirements set forth in this solicitation and any Amendments to the solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Offeror as finally negotiated and accepted by the City. Contractor/Consultant: A Successful Offeror that enters into a Contract with the City. Contract Representative: The City employee or employees who have been designated to act as the City contact for this solicitation process and who are responsible for monitoring and overseeing the Contractor's performance under the Contract. Business Services Director: The contracting authority for the City, authorized to sign contracts and amendments thereto on behalf of the City. May: Indicates something that is not mandatory but permissible. May not: The indicated party is prohibited from taking the action. Must: The action or condition is required. Offer: Any proposal, statement of qualifications, bid, or other submission provided by an Offeror in response to this Solicitation. Offeror: Each individual or entity that submits an Offer in response to this solicitation. Successful Offeror: An Offeror who received a Notice of Award or a Notice of Intent to Award from the City. Will: The indicated party is promising to take the action or abide by the condition. D.2. PRE-SUBMITTAL MEETING A Pre-Submittal Meeting will be held at the date and time stated on the cover page of this solicitation, if such a date and time is provided. Attendance at this meeting is not mandatory, but written minutes and/or notes regarding the meeting will NOT be provided, so attendance is encouraged. The purpose of this meeting will be to clarify the contents of this solicitation in order to prevent any misunderstanding of the City's position. D.3. INQUIRIES Any questions about this solicitation or the proposed Contract must be presented at the Pre-Submittal Meeting, if there is one (see above), or submitted in writing, via email, or through the online bidding system, to the Contract Officer by the Question Submission Deadline. The email must refer to the CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 13 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 solicitation number and the paragraph number of the provision that the question concerns. The Contract Officer may respond by email or may, if they deem it appropriate, address the question in a solicitation Amendment. Offeror may not rely on oral interpretations or clarifications about the solicitation; only questions answered in an email by the Contract Officer or posted as a formal solicitation Amendment will be binding. D.4. ADDENDUM OF SOLICITATION Solicitation Addenda will be posted on the Citys link to the online bidding website. Offeror is responsible for checking the webpage regularly for new solicitation addenda and must acknowledge each addendum to this solicitation in its submittal. Please note that vendors who have registered with the Business Services Department at https://secure.procurenow.com/portal/tucson-az and follow the City of Tucson will receive email notifications of solicitation addenda. D.5. UNDERSTANDING SCOPE OF WORK Before submitting an Offer to this solicitation, Offeror must familiarize itself with the Scope of Work, laws, regulations, physical conditions, and other factors affecting the obligations including the expense and difficulty of fulfilling those obligations that Offeror will have under the Contract if awarded to Offeror. No adjustment to the financial or other terms of the Contract will be justified by Offerors failure to fully understand or appreciate the Contract requirements or other factors affecting Contract performance. D.6. PREPARATION OF OFFER A. Form and Organization. If Offer forms are included in this Solicitation, Offerors Submittal must be on those forms. Supporting documentation must be arranged in a manner that follows and clearly refers to corresponding sections of the solicitation. Offeror may copy the submittal forms in order to complete them electronically but may not alter or rearrange them or change any paragraph designations. B. Confidential Information. Any information in its submittal that Offeror wishes to be treated as confidential must be clearly marked CONFIDENTIAL. C. Offer Contents. Offerors submittal must contain responses to all sections of this solicitation, any Offer forms provided must be completed and any requested supporting documentation must be attached. D. Signatures. Offeror must include in their submittal signed copies of the Offer and Acceptance page. Any cover letter accompanying the proposal documents must be signed. Offeror must initial each erasure, interlineation or other modification in the submittal. The person signing and initialing on behalf of Offeror must be a person authorized to legally bind Offeror. E. Prices. Where a unit price is provided it will govern over any erroneous extension of the price. F. Time Periods. Periods of time, stated as a number of days, will be calendar days unless specifically stated otherwise. G. Accuracy. Mistakes in preparation of its submittal confers on Offeror no right to modify or withdraw its submittal after the Submittal Deadline.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 14 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 H. Cost of Preparation. The City will not reimburse Offeror for the cost of developing, presenting, submitting or providing any response to this solicitation. I. Subcontractors. Offeror must, in their submittal, list any subcontractors that it will utilize in the performance of the Contract if they are awarded the Contract and must describe their qualifications in detail. J. Incomplete Information. Failure to include all requested information may have a negative impact on the evaluation of Offerors submittal. D.7. PAYMENT DISCOUNTS Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice, whichever is later, to the date Citys payment warrant is mailed. Unless freight and other charges are itemized, any discount provided shall be taken on full amount of invoice. Payment discounts of twenty-one calendar days or more shall be deducted from the proposed price in determining the price points. However, the City shall be entitled to take advantage of any payment discount offered by a vendor provided payment is made within the discount period. The payment discount shall apply to all purchases and to all payment methods. D.8. TAXES The City is exempt from federal excise tax, including the federal transportation tax, but is not exempt from any other taxes, including state and local sales and excise taxes. D.9. EXCEPTIONS TO CONTRACT PROVISIONS By submitting an offer in response to this solicitation, Offeror is offering to enter into the Contract with the City. If Offeror wishes to modify any Contract terms and conditions, Offeror must, in its Offer, clearly identify the changes it is requesting. No requested modification will be deemed accepted by the City unless and until the Citys Business Services Director or their designee expressly accepts it in writing. D.10. PUBLIC RECORD Any documents submitted by Offeror in response to this solicitation will become the property of the City. Except as set forth below with respect to Confidential Information, the Submittal will be deemed to be a public record available for review by the public after the award notification. D.11. CONFIDENTIAL INFORMATION The City is obligated to abide by the Arizona Public Records Law, A.R.S. §§ 39-101 through 39-161. If Offeror believes that any portion of its Offer, specification, protest or correspondence contains information that is confidential and subject to being withheld from disclosure in the event that the City receives a public records request to which the record is responsive, Offeror must, when the record is submitted, provide the Contract Officer written notification of that fact. The records or portions of records that Offeror wishes to be treated as confidential must also be clearly marked CONFIDENTIAL on their face. Pricing will not be treated as confidential.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 15 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 If the City, after award notification, receives a public-records request the scope of which includes a document submitted by Offeror and marked "CONFIDENTIAL", the Contract Officer will make a written determination regarding whether the document will be provided to the requestor. If the Contract Officer determines that the document should be released, City will notify Offeror in writing. Unless Offeror, within 10 days after the date of that notice, obtains and provides to City an order from a court of competent jurisdiction prohibiting the City from releasing the documents, the City may release the documents without any liability to Offeror. D.12. WHEN AND HOW TO SUBMIT OFFERS In order to be considered, Offeror must, no later than the Offer Submittal Deadline, submit its Offer electronically through the Citys online bidding system. Submittal instructions and online bidding system can be found at the following link: https://www.tucsonprocurement.com/ NOTE: THE ENTIRE OFFER MUST BE IN "SUBMITTED" STATUS IN THE CITYS ONLINE BIDDING SYSTEM IN ORDER TO BE CONSIDERED. RESPONSES THAT HAVE BEEN CREATED IN THE SYSTEM, BUT THAT ARE NOT IN "SUBMITTED" STATUS BY THE OFFER SUBMITTAL DEADLINE WILL NOT BE CONSIDERED. D.13. CERTIFICATION OF NONCOLLUSION; CONFLICTS OF INTEREST Offeror will not communicate, orally or in writing, with any member of the Mayor and Council, or with any City staff outside the Procurement Division of the Business Services Department, regarding this Solicitation. By submitting an Offer, Offeror warrants that: A. Preparation and submission of the submittal did not involve collusion or other anti-competitive practices. B. Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, meal or service to a public servant in connection with this solicitation. C. No person has been employed or retained to solicit or secure a Contract under this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee. D. No employee of the City involved in this Solicitation process, or any family member of such an employee, has any substantial financial interest in Offerors firm. No member of the City of Tucson Mayor and Council who has, or whose family member has, any substantial financial interest in Offerors firm will participate in any action taken by the Mayor and Council with respect to this Contract. The terms relative and substantial interest have the meanings assigned in A.R.S. § 38-502 The City may disqualify Offeror from further participation in the solicitation process if the City determines that any City employee or official involved in this Solicitation process has an actual or apparent conflict of interest or if Offeror has engaged in any collusion or anti-competitive practices.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 16 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 D.14. WITHDRAWAL OF OFFER; BINDING OFFER By submitting an Offer in response to this Solicitation, Offeror is offering to enter into the Contract with the City. Offeror may withdraw a submitted Offer at any time prior to the Offer Submittal Deadline. Telephonic or oral withdrawals are not effective. Offeror cannot withdraw an Offer that is in submitted status as of the Offer Submittal Deadline unless the Director of the Business Services Department consents in writing to the withdrawal. The Offer will be irrevocable for 90 days after the Offer Submittal Deadline. D.15. DISCUSSIONS The City may, at its discretion, conduct discussions with Offeror for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in Offerors submittal in order to clarify the offer and assure full understanding of, and responsiveness to, solicitation requirements. D.16. VENDOR REGISTRATION; BUSINESS LICENSE In order to be eligible for award of a Contract, Offeror must: A. Register with the Citys Business Services Department. Registration can be completed at https://secure.procurenow.com/portal/tucson-az. B. Obtain a City of Tucson Business License or a written determination from the City's Business License Section that a license is not required. Application for a City Business License can be completed at http://www.tucsonaz.gov/etax. For questions contact the City's Business License Section at (520) 791-4566 or email at [email protected] CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 17 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 E. OFFER EVALUATION AND CONTRACT AWARD E.1. PROPOSAL EVALUATION CRITERIA (listed in relative order of importance) A. Method of Approach B. Price Proposal C. Qualifications and Experience E.2. INTERVIEWS The City may interview some or all of the offerors at any point during the evaluation process. If interviews are conducted, information provided during the interview process will be taken into consideration in the evaluation process. The City will not reimburse the Offeror for any costs Offeror incurs during its participation in the interview process. E.3. ADDITIONAL INVESTIGATIONS The City may undertake any additional investigations it deems appropriate to evaluate the competence and financial stability of any offeror. E.4. OTHER INFORMATION Information that evaluation committee members have about an offeror beyond what is provided in the offerors Offer may be taken into consideration during the evaluation process. E.5. PRICE A. Tax Offset Policy. If applicable under Section 28-18(6) or Section 28-17(7)(d) of the Tucson Procurement Code, the City will include the amount of all business privilege taxes other than the Citys in evaluating the pricing component of each Offer. B. Payment Discounts. Any discounts offered by Offeror for payments made within 21 calendar days or more will be deducted from the proposed price in evaluating an offerors pricing. However, the City may take advantage of any early- or timely-payment discounts offered by a vendor. Any proposed payment discount will apply to all purchases and to all payment methods E.6. CITYS RIGHT TO WAIVE DEFECTS OR REJECT OFFERS Notwithstanding any other provision of this solicitation, the City may: A. Waive any immaterial defect or informality; or B. Reject any or all submittals, or portions thereof; or C. Reissue the solicitation.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 18 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 E.7. CONTRACT NEGOTIATIONS At the Citys discretion, it may negotiate with one or more responsible offerors to agree upon the final conditions, terms and price of the Contract. In doing so, the City will treat offerors fairly and will not disclose to any offeror information from responses submitted by other offerors. Exclusive or concurrent negotiations do not constitute a contract award and do not confer any rights to the offerors participating in such negotiations. In the event the City deems that negotiations are not progressing, the City may formally terminate these negotiations and may enter into concurrent or exclusive negotiations with the next most qualified firm(s). E.8. AWARD OF CONTRACT A Contract is created when, and only when, it is formally awarded, which occurs when the Business Services Director and the City Attorney sign the Offer and Acceptance page of the Successful Offerors submittal. When a Contract is awarded, the City will send the Contractor a Notice of Award. The City may first issue a Notice of Intent to Award to the Successful Offeror(s). Offeror, if it receives a Notice of Intent to Award from the City, must sign and file with the City, within five (5) days after receipt of the Notice, all documents necessary for execution of the Contract. A Notice of Intent to Award does not create a contract. Only a subsequent formal award, as described above, creates a Contract. E.9. MULTIPLE AWARDS The City, at its sole discretion, may award multiple Contracts. E.10. SOLICITATION RESULTS After the City issues a Notice of Award, the City will post the name(s) of the Successful Offeror(s) on the Business Services Departments Internet site at https://secure.procurenow.com/portal/tucson-az. E.11. PROTESTS Any interested party, may, in accordance with Article IX of the Tucson Procurement Code, protest either this solicitation or the award of a Contract under this solicitation. A protest based on alleged improprieties in this solicitation must be filed no later than five (5) working days before the Proposal Submittal Deadline. A protest of a proposed or actual award must be filed no later than ten (10) calendar days after the City issues a Notice of Intent to Award or, if no Notice of Intent to Award is issued, after the City issues a Notice of Award. A protest must be made in writing and filed with the Contract Officer. It must include: A. The name, address, and telephone number of the protestant; B. The signature of the protestant or its representative; C. The solicitation or Contract number; D. A detailed statement of the legal and factual grounds for the protest along with copies of all relevant documents; and E. The form of relief requested.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 19 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 F. EVALUATION PHASES No. Evaluation Criteria Scoring MethodWeight (Points) CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 20 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 1.Method of Approach I of II REQUIREMENTS SPECIFIC TO EVALUATION CRITERIA: The narrative portion and the materials presented in response to this Request for Proposal should be submitted in the same order as requested and must contain, at a minimum, the following: Offeror must provide a detailed written response illustrating how the products offered will meet the requirements of this solicitation. Offerors shall provide the proposed product lines that will meet the requirements of this solicitation. Offerors shall submit information that will aid the City in evaluating your proposal: product specification sheets, product brochures, product website addresses, etc. Offerors submitting house brand or private label products must submit evidence that documents how these products provide equivalency to a first line, professional grade product. Offerors submitting alternates "equals" or on the basis of exceptions to specific conditions of purchases and/or required specifications must be submit an attachment referencing the specific paragraph numbers and adequately defining the exception submitted. Detailed product or service literature, suitable for evaluation, must be submitted with the offer. If no exceptions are taken, the City will expect and require complete compliance with the specifications and conditions of purchase. A. What are the store locations and store hours? B. What are the hours of delivery service? 1. What is the number of delivery vehicles? 2. What is the size of your delivery staff? C. What is your firms average delivery time for in-stock items?

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CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 21 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 1. How will you achieve the one (1) hour delivery time requirement as stated in Section B. Service Requirements, paragraph 11? 2. Is there a cut-off time for same-day delivery? D. What is the total number of line items? 1. What is the dollar value of your entire inventory? CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 22 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 2.Method of Approach II of II A. For each of your firms individual store locations, state the number of items and dollar value of inventory. B. For each of your firms individual store locations, what is the size of your professional counter staff ? C. Describe any order desks or specific order procedures that your firm has for your government or commercial customers 1. Does your firm have staff dedicated to service government or commercial customers? D. Can your firm provide an annual usage report (Yes or No)? 1. Describe how usage is tracked. 2. How and when is it reported to the using agency? 3. Can you break out the usage report by agency? E. What is your firms out of stock and backorder policies? 1. How will your firm ensure that backorders are tracked and filled correctly? F. What is your firms policy regarding clean-up of the Citys dead-stock or obsolete merchandise? G. Describe any alternate ordering methods available, including on-line or internet methods. 1. If internet ordering is available, provide screen shots of your ordering site or, if possible, provide the City with access to your ordering site. 2. Can the internet ordering site be customized for this contract? H. Describe any training that your firm provides to customer technicians or parts staff. 1. What is the training location? a. Customer site? b. Contractor site?

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CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 23 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 c. Third party site? 2. What is the duration/length of training? 3. Is training provided at no cost? a. If not, please state the cost. 4. Is there a limit on training group sizes? I. AXIA: Provide a response to the national program. 1. Include a detailed response to Attachment, Exhibit A, Axia Cooperative Response for National Cooperative Contract. a. Responses should highlight experience, demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to Axia Cooperative. 2. The successful offeror will be required to sign Attachment, Exhibit B, Axia Cooperative Administration Agreement. a. Offerors should have any reviews required to sign the document prior to submitting a response. Offerors response should include any proposed exceptions to the Axia Cooperative Administration Agreement. 3. The successful offeror will be required to fill out (in Attachment) Exhibit G Federal Funds Certification and Exhibit H New Jersey Business Compliance in its entirety.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 24 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 J. Value Added Services 1. Describe any government rebate or government incentive programs applicable. 2. Describe how your firm will meet the monthly usage reporting criteria. a. Submit a sample report. 3. Please include any Value-Added Services that have not been listed in the Scope of Work. Services could include, but not limited to, additional inventory management, emergency preparedness services, etc. 3.Price Proposal Provide price proposal as requested on the Price Page attached herein. Complete Pricing for both, Fleet and Fire (both are included in single attachment titled, 226051 - Price Page). N/A N/A CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 25 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 4.Qualifications & ExperienceA. Provide a general overview of your company, including the number of years in business, and number of employees. B. Identify your counter staff and other key personnel and the positions they will hold in the performance of services under this contract. C. Describe the level of qualifications and experience of your counter staff. Describe the level of qualifications and experience of your management staff. D. Provide resumes that demonstrate the qualifications and experience of key personnel. E. Provide a minimum of three (3) references for which your company has provided the same types of products (please include company name, address, contact person, phone number, and email address). References from other public agencies, particularly municipal governments, are preferred. You may include the City of Tucson if you are a current City contractor, however please include three additional references in addition to the City of Tucson.

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CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 26 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 G. SPECIAL TERMS AND CONDITIONS G.1. COOPERATIVE PURCHASING Contractor will, when requested, provide goods and services at the same prices and under the same terms and conditions as set forth in this Contract to any public or nonprofit agency that is registered with Axia Cooperative or has a Cooperative Purchasing Agreement with the City or participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See http://www.tucsonprocurement.com/coop_partners.aspx and click on Cooperatives for a list of agencies that have Cooperative Purchasing Agreements with the City; see http://www.mesaaz.gov/home/showdocument?id=23638 for a list of agencies participating in SAVE. These lists are subject to change. Contractor may, however, charge an agency that is outside the Tucson Metropolitan Area for additional out-of-pocket expenses that will be incurred by Contractor in providing goods and services to the agency (i.e., freight charges, travel related expenses, etc.). Each participating agency that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by others. G.2. FOB DESTINATION FREIGHT PREPAID Prices shall be FOB Destination Freight Prepaid to the delivery location designated. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City will assist the Contractor in arranging for inspection. G.3. PRICE ADJUSTMENT At least 90 days before the date that the Contract is eligible for extension, Contractor may submit to the Contract Officer a request for price adjustments based on documented increased Contractor costs and the City may, at its discretion, make price adjustments, which will apply during the extension term. G.4. SUBSTITUTE ITEMS In the event that a product or model provided under the contract is discontinued by the manufacturer, the City at its sole discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor shall request permission to substitute a new product or model and provide the following: A formal announcement from the manufacturer that the product or model has been discontinued. Documentation from the manufacturer that names the replacement product or model. Documentation that provides clear and convincing evidence that the replacement meets or exceeds all specifications required by the original solicitation.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 27 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 Documentation that provides clear and convincing evidence that the replacement will be compatible with all the functions or uses of the discontinued product or model. Documentation confirming that the price for the replacement is the same as or less than the discontinued model. G.5. TERM AND RENEWAL The term of the Contract will commence when awarded to Contractor and remain in effect for a period of THREE (3) years, unless terminated, canceled or extended as otherwise provided herein. The City may, at its sole option, extend the Contract's term for up to TWO (2) additional one-year periods or portions thereof.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 28 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 H. INSURANCE REQUIREMENTS H.1. Required Insurance Policies Contractor will obtain and maintain during the entire term of this Contract and for 2 years after the Contract term ends, the following insurance coverage from insurers that have an A.M. Best rating of not less than A-VII: H.2. Commercial General Liability Policy must include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability with coverage limits no lower than: A. Each Occurrence: $1,000,000 B. General Aggregate: $2,000,000 C. Products & Completed Operations Aggregate: $2,000,000 D. Personal and Advertising Injury: $1,000,000 E. Blanket Contractual Liability: $1,000,000 H.3. Commercial Automobile Liability Policy must include bodily injury and property damage, for any owned, hired, and/or non-owned vehicles used in performance of work under this Contract, with a Combined Single Limit no lower than $1,000,000. H.4. Worker's Compensation. Policy must have coverage limits no lower than: Policy must have coverage limits no lower than: A. Per Occurrence: Statutory B. Employer's Liability: $1,000,000 C. Disease Each Employee: $1,000,000 D. Disease Policy Limit: $1,000,000 E. [If Contractor is a Sole Proprietor, include this waiver provision under A.R.S. § 23-961(M). To determine whether the Contractor is a Sole Proprietor, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation.] I am a sole proprietor, and I am doing business as [name of sole proprietor business]. I am performing work as an independent contractor for the City of Tucson. I am not the employee of the City of Tucson for workers' compensation purposes, and, therefore, I am not entitled to workers' compensation benefits from the City. I understand that if I have any employees working for me, I must maintain workers' compensation insurance on them.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 29 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 H.5. Policy Change Notice Contractor will give the City 10 days advance written notice before any of the above policies are changed in any manner that is inconsistent with the requirements of this Contract. The notice must be sent directly to the Procurement Division of the Business Services Department. H.6. Additional Insured The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. The City must be covered to the full policy limits, even if those limits of liability are in excess of those required by this Contract. The coverage must be primary and any insurance carried by City is excess and not contributing. H.7. Claims-Made Coverage If any or part of the required insurance is written on a claims-made basis, any policy retroactive date must precede the date of the contract and the Contractor must maintain such coverage for a period not less than three (3) years following contract expiration, termination or cancellation. H.8. Additional Requirements Each insurance policy required by this Contract, excluding Professional Liability (Errors & Omissions), must include or be endorsed to include to provide the following: A. A waiver of subrogation endorsement in favor of the City, for losses arising from work performed by or on behalf of the Contractor (Including Workers Compensation). B. The policy is primary and any insurance carried by the City is excess and not contributing. C. The coverage provided by the policy is not limited to the liability assumed under the indemnification provisions of this Contract. D. The insurer will provide written notice to the City at least ten (10) calendar days before the policy is terminated or cancelled or the coverage is reduced. H.9. Verification of Coverage A. Contractor will give the City certificates of insurance (ACORD form or equivalent approved by the City), signed by an authorized representative of the insurer, showing that the Contractor has all the insurance required by this Contract. B. Contractor must deliver the certificates directly to the Procurement Division of the Citys Business Services Department before the Contractor commences work under this Contract. C. The certificates must contain the City project/contract number and project description. D. The City reserves the right to require complete copies of all insurance policies required by this Contract at any time.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 30 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 H.10. Subcontractors Contractors insurance certificate(s) must include all subcontractors as insureds under its policies or Contractor must give the City separate certificates and endorsements for each subcontractor showing that each subcontractor has the insurance coverage described above. H.11. Public Entities If Contractor or any sub-contractor is a public entity that self-insures as permitted by law, then the insurance requirements in this Section 8 will not apply to that entity and that entity must instead provide a Certificate of Self- Insurance. H.12. Sufficiency of Coverage The City in no way warrants that the required minimum insurer rating in this Contract is sufficient to protect the Contractor from potential insurer insolvency, nor that the required liability limits are sufficient to protect Contractor.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 31 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 I. STANDARD TERMS AND CONDITIONS I.1. ADVERTISING Contractor will not advertise or publish information concerning this Contract without prior written consent of the Citys Business Services Director. I.2. COMPLIANCE WITH LAWS The parties will comply with all federal, state and local laws, rules, regulations, standards and Executive Orders including, without limitation, the following: A. Americans with Disabilities Act. Contractor will comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101 -- 12213) and applicable Federal regulations under the Act, including 28 CFR Parts 35 and 36. B. Workers Rights Laws. Contractor will comply with all applicable provisions of Federal and State Child Labor and Workers Rights laws and agrees if called upon to affirm in writing that they and any subcontractors working under this Contract are in compliance. C. Affirmative Action. Contractor will comply with Chapter 28, Article XII of the Tucson City Code Chapter 28. I.3. GOVERNING LAW AND VENUE This Contract is governed by the laws of the State of Arizona and the City and Contractor will have all remedies afforded to each by the Tucson Procurement Code and the laws of the State of Arizona. Any lawsuits regarding this Contract must be brought in a court of competent jurisdiction in Pima County, Arizona. I.4. ARBITRATION Notwithstanding any other provision in this Contract, no agreement by the City to arbitrate a dispute is binding unless given expressly and in writing after execution of this Contract. However, if both parties agree, disputes may be resolved through arbitration following the process in A.R.S. § 12-1501, et seq. Contractor must continue to perform under this Contract without interruption, notwithstanding the provisions of this section. I.5. ASSIGNMENT Contractor may not assign its rights or obligations under this Contract without the prior written permission of the City's Business Services Director. The City will not unreasonably withhold approval for a requested assignment. I.6. SUBCONTRACTS Contractor may not enter into any subcontracts for work under this Contract without the advance written approval of the City's Business Services Director. All subcontracts will incorporate all the terms and CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 32 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 conditions of this Contract. Contractor is responsible for contract compliance and quality of work of any subcontractors used. I.7. PROTECTION OF CITY PROPERTY If this Contract requires Contractor to perform any work on City-owned property, Contractor will use reasonable care to avoid damaging existing buildings, equipment, and vegetation (such as trees, shrubs, and grass) on the property. Contractor will replace or repair any damage caused by Contractor or any employee, agent, or subcontractor of Contractor, at no expense to the City. If Contractor fails or refuses to make such repair or replacement, the City will estimate the cost of repair and, upon receiving an invoice from the City for that estimated cost, Contractor will pay the City the invoiced amount. City may, at its discretion, instead deduct the amount from any payments due Contractor under this or any other City contract. Contractor will, during the course of its work on City property, keep the work area, including any storage areas used by the Contractor, free from accumulation of waste material or rubbish. Upon completion of the work, Contractor will leave the work area in a clean and neat condition, free of any debris, and will remove any non-City-owned materials or equipment or other personal property that it has caused to be located on the City property. I.8. COMMENCEMENT OF WORK Contractor will not commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order or is otherwise directed to do so, in writing, by the City. I.9. CONFIDENTIALITY OF RECORDS Contractor will establish and maintain procedures to ensure that no information contained in its records or obtained from the City or from others in carrying out its functions under this Contract is used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform its duties under the Contract, and will take appropriate measures to protect any personal identifying information of any individuals. I.10. CONTRACT AMENDMENTS; ADDITIONAL WORK This Contract may only be amended by a written agreement signed by the parties. The Citys Business Services Director or their designee may, on behalf of the City (1) approve and execute any amendments, change orders, or supplemental written agreements; and (2) grant time extensions or contract renewals. Except in the case of a documented emergency, Contractor will not perform any work under this Contract that exceeds the scope of work or contract amount unless a formal amendment or change order has first been approved and executed by the City. I.11. ENTIRE CONTRACT; INTERPRETATION This Contract, which includes all the conditions and requirements set forth in the Solicitation and all Amendments to the Solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Contractor as finally negotiated and accepted CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 33 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 by the City, constitutes the entire agreement of the parties regarding the services described in the Scope of Work and will prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form. No course of prior dealings between the parties and no usage of the trade will be deemed to supplement or explain any term used in the Contract. I.12. SEVERABILITY The provisions of this Contract are severable. If any provision or application of a provision of this Contract is held to be invalid, that will not affect the validity of any other provision or application of a provision that can remain meaningfully effective without the invalidated provision or application. I.13. DUPLEXED/RECYCLED PAPER Whenever practicable, all printed materials produced by Contractor in the performance of this Contract will be duplexed (two-sided copies), printed on recycled paper, and labeled as such. I.14. NON-DISCRIMINATION Contractor will comply with all provisions and requirements of Arizona Executive Order 2009-09, which is hereby incorporated into this Contract, including flow-down of all provisions and requirements to any subcontractors. During the term of this Contract, Contractor will not discriminate against any employee, client, or any other individual in any way because of race, color, religion, ancestry, sex, age, disability, national origin, sexual orientation, gender identity, familial status, and/or marital status. I.15. DELIVERABLES PROPERTY OF CITY; NO LIENS All services, information, computer program elements, reports and other deliverables created under this Contract are the sole property of the City and may not be used or released by Contractor except with the Citys prior written permission. All deliverables supplied to the City under this Contract will be free of all liens and encumbrances. I.16. FEDERAL IMMIGRATION LAWS AND REGULATIONS Contractor warrants and will require each subcontractor performing work on this Contract to warrant that it will comply with all federal immigration laws and regulations that relate to its employees and with the requirements of A.R.S. § 23-214(A). A breach of this warranty will be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract. City may inspect the records of any employee of Contractor or any subcontractor performing work on this Contract to monitor Contractors and its subcontractors compliance with this warranty. I.17. FORCE MAJEURE Except for payment of sums due, neither party will be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of Force Majeure. The term "Force Majeure" means an occurrence that is beyond the control of the CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 34 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 party affected and occurs without its fault or negligence. Force Majeure does not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence. If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must notify the other party in writing of the delay as soon as practical, including when the delay commenced and its cause. The notice must make a specific reference to this article to fall within its protection. The delayed party must resume performance as soon as practicable and must notify the other party in writing when it has done so. The parties will modify the Contract to agree upon the period of time by which the excused delay extends any completion dates. I.18. GRATUITIES The City may, by written notice to the Contractor, terminate this Contract if it finds that gratuities, in the form of entertainment, gifts, meals or otherwise, were offered or given by Contractor or any agent or representative of Contractor, to any officer or employee of the City to influence the award of this Contract or any determinations with respect to the performance of this Contract. In the event this Contract is terminated by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from Contractor the amount of the gratuity. I.19. CONFLICTS OF INTEREST The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the City is or becomes, at any time while the Contract or any extension of the Contract is in effect, an employee of, or a contractor to, Contractor with respect to the subject matter of this Contract. Termination will be effective when written notice from the City's Business Services Director is received by Contractor, unless the notice specifies a later time. I.20. INDEMNIFICATION To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim-adjusting-and-handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract. Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Contractor agrees to waive all rights of subrogation against the City, its agents, officials, employees, and volunteers for losses arising from the work performed by Contractor under this Contract.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 35 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 I.21. INTELLECTUAL PROPERTY If manufacture, sale, or use of any method, process, machine, technique, design, living thing, genetic material, or composition of matter, or any part thereof (Product) by Contractor in performing its duties under this Contract is determined to constitute infringement and if further manufacture, sale, or use of said Product is enjoined, Contractor will, at its own expense, either procure for the City the right to continue manufacture, sale, or use of that Product, replace it with an alternative non-infringing Product, or modify it so it becomes non-infringing. If requested by City, Contractor will provide the City with satisfactory evidence of patent licenses or patent releases covering City-specified proprietary materials, equipment, devices or processes. I.22. INDEPENDENT CONTRACTOR Neither party is the agent, employee, partner, joint venturer, or associate of the other. No employee or agent of one party will be deemed or construed to be the employee or agent of the other party for any purpose. Neither party will be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. I.23. INSPECTION AND ACCEPTANCE All materials and services provided to the City under this Contract are subject to final inspection and acceptance by the City. Any materials or services failing to conform to the specifications of this Contract must be promptly replaced or redone at Contractors cost. Nonconforming goods or services may be deemed a default and result in Contract termination. I.24. ISRAEL BOYCOTT DIVESTMENT If this Contract has a value of $100,000 or more, Contractor certifies that it is not currently engaged in, and will not during the term of this Contract engage in, a boycott of goods or services from Israel as defined in A.R.S. § 35-393. I.25. LICENSES Contractor will maintain in current status all Federal, State, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract. Contractor will, at the request of the City at any time during the term of this Contract, give the City a valid copy of its business license or, if it is exempt, a written determination from the City Business License Section that a business license is not required. I.26. NON-EXCLUSIVE CONTRACT This Contract is for the sole convenience of the City, which may obtain like goods or services from other sources.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 36 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 I.27. OVERCHARGES BY ANTITRUST VIOLATIONS To the extent permitted by law, Contractor hereby assigns to the City any and all claims that Contractor has for overcharges by any subcontractor or supplier of goods or services used by Contractor to fulfill this Contract that relate to antitrust violations. I.28. PAYMENT A. Form of Payment. The Citys preferred method of payment is via credit card, either at the time or ordering or based on an invoice delivered with the goods and services. Unless otherwise specified elsewhere in this Contract, the City is permitted to make payments to Contractor using any lawful method of payment, including check/warrant, credit card, or electronic funds transfer. B. Invoices. Unless City pays by credit card at time of order or point of sale, Contractor will issue to the City a separate invoice for each shipment of materials or provision of services under this Contract, and City will issue no payment prior to receipt of the goods or services and the related invoice. The invoice may not be dated prior to the receipt of goods or completion of services. C. Timing of Payments. The City will make commercially reasonable efforts to process payments due under this Contract within 21 calendar days after receipt of materials or services and a correct invoice. D. Payment Discounts. Any early- or timely-payment discounts included in Contractors Offer will apply to all payments under this Contract. The payment period for purposes of determining whether the discount applies to a particular payment will begin on the date the City receives the materials/service or a correct invoice for the materials/service, whichever is later, and will end on the date Citys payment is issued. Unless taxes and transportation-related charges are itemized, the discount will be calculated using the full invoice amount. I.29. PROVISIONS REQUIRED BY LAW This Contract will be deemed to include every provision required by law to be included. If through mistake or otherwise any such provision is not included, or is included incorrectly, then upon request by either party the parties will amend the Contract to insert or correct the required provision. I.30. FINANCIAL RECORDS AND AUDITS A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies. Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations. B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all times during the term of this Contract and for a period of 3 years after its expiration or termination.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 37 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 C. Audits. Upon written notice from City, Contractor will obtain and provide to City a contract-specific or general financial audit. The notice from City will specify the period to be covered by the audit, the type of audit and the deadline for completion and submission of the audit results to City. The audit must be performed by a qualified, independent accounting firm and include Contractors responses, if any, to any audit findings. D. Access to Books and Records. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractor's books and records that relate to its operations under this Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractors office, place of business, or other agreed-upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever form they may be kept, whether written, electronic, or other). E. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City together with interest thereon at the rate of one percent (1%) per month from the date such sums should have been paid, or the date of any overpayment by City, within 90 days after presentation of Citys findings to Contractor. If the audit results in findings of fraud, misrepresentation, or non-performance, Contractor will pay the Citys costs of conducting the audit. The City's audit rights will survive the expiration or termination of this Contract. F. Subcontractors and Assigns. Contractor will include these Section H.31 requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, or other goods or services under this Contract. I.31. RIGHT TO ASSURANCE If a party to this Contract has reason to question, in good faith, the other party's intent to perform, the former party may demand that the other party give a written assurance of their intent to perform. In the event that a demand is made and no written assurance is given within 5 business days, the demanding party may treat this failure as a default. I.32. RIGHT TO INSPECT The City may from time to time during normal business hours, at the City's expense, inspect the Contractors or any subcontractors place of business at which work under this Contract is being performed. I.33. NO WAIVER No provision in this Contract acts expressly or by implication as a waiver by either party of any existing or future right and/or remedy available at law in the event of any default or breach of contract. If either party fails to insist upon the others strict performance of any duty or condition under this Contract or fails to exercise or delays in exercising any right or remedy provided in this Contract or by law, or CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 38 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 accepts nonconforming materials or services, that party will not be deemed to have waived its right to insist thereafter upon the strict performance of the Contract. I.34. SUSPENSION OF WORK The City may order Contractor to suspend, delay, or interrupt all or any part of the work under this Contract for the period of time that the City determines appropriate for the convenience of the City. The order must be in writing and signed by the Citys Business Services Director. I.35. TERMINATION OF CONTRACT A. For Convenience. The City may terminate this Contract at any time, with or without cause, with 30 days advance written notice to Contractor. If the City terminates the Contract, it will be liable only for payment for services rendered and accepted before the effective date of the termination. B. For Cause. The City may terminate this Contract if any Contractor representation or warranty is found to have been inaccurate when made or is no longer accurate, or if Contractor fails to carry out or abide by any term or condition of the Contract and fails to remedy the problem within 10 days after receipt of notice of default from the City for monetary defaults, or within 30 days after notice if the default is non-monetary. C. Non-Appropriation. Each payment obligation of the City created by this Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of such obligation. If funds are not appropriated by the City and available for the continued purchase of the services and/or materials provided under this Contract, this Contract may be terminated by the City at the end of the period for which funds are available. The City will endeavor to notify Contractor if continued service will or may be affected by non-appropriation. No penalty will accrue to the City in the event this provision is exercised, and the City will not be liable for any future payments due or for any damages resulting from termination under this paragraph. I.36. TITLE AND RISK OF LOSS The title and risk of loss of any goods provided under this Contract will not pass to the City until the City actually receives the goods at the point of delivery and thereafter accepts them. No tender of a bill of lading will operate as a delivery of the materials. I.37. ACCEPTANCE Mere physical receipt and inspection of goods or services by the City does not alter or affect the obligations of Contractor to provide goods and services that conform to all specifications of this Contract and the City may reject goods or services that are later found to be nonconforming.

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 39 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 J. VENDOR QUESTIONNAIRE J.1. Discounts As stated in the Instructions to Offerors. Discounts, the price(s) herein can be discounted by _______%, if payment is made within ______ days. These payment terms shall apply to all purchases and to all payment methods. J.2. City of Tucson Business License Does your firm have a City of Tucson Business License? If yes, please provide a copy of your City of Tucson Business license in the next question. City of Tucson Business License If yes on the above question please upload your business license. J.3. Credit Card Payment Will payment be accepted via commercial credit card? Yes No If yes, can commercial payment(s) be made online? Yes No N/A Will a third party be processing the commercial credit card payment(s)? Yes No N/A If yes, indicate the percentage per transaction ___________ (as allowable, per Section 5.12.2 of the MasterCard Transaction Processing Rules). If no to above, will consideration be given to accept the card? Yes No N/A CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 40 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 J.4. Forms to be filled out Please ensure that all required information is included with your offer. A. Technical Proposal B. Pricing Proposal C. Offer and Acceptance Form Technical Proposal Please upload your Vendor Response to Evaluation Criteria. Pricing Proposal Please upload your Pricing Proposal (if applicable). Offer and Acceptance Form* Please upload the signed Offer and Acceptance Form. *Response required CITY OF TUCSON REQUEST FOR PROPOSAL NO. 226051BUSINESS SERVICES DEPARTMENT Page 41 of 41 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Joseph Palacino 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4126 OFFER AND ACCEPTANCEOFFER TO THE CITY OF TUCSON:The Undersigned hereby offers and shall furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and amendments in the Request for Proposal which is incorporated by reference as if fully set forth herein. For clarification of this offer, contact: Name: Company Name Title: Address Phone: City State Zip Fax: Signature of Person Authorized to Sign E-mail: Printed Name Title ACCEPTANCE OF OFFER The Offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the Contract. This Contract shall be referred to as Contract No. ________________. CITY OF TUCSON, a municipal corporation Approved as to form: Awarded: This ________ day of _______________ 20_____ This ________ day of _______________ 20_____ As Tucson City Attorney and not personally As Director of Business Services and not personally CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735PRICE PAGEPRODUCT CATAGORIESPART ITEM BRAND / TYPEDISCOUNT OFFERED(Select and State the Discount Percentage)PRICING MATRIX(Select one)COST PLUS %DISCOUNT OFF LIST %JOBBER MSRP COSTAIR CONDITIONING AND HEATER PARTSAUTOMOTIVE & HEAVY DUTY VEHICLE BATTERIES-(Traditional Wet Cell Construction)GROUP 31 STUDGROUP 65GROUP 75AUTOMOTIVE BATTERIES-(Spiral Cell Technology or Equivalent)RED 34/78YELLOW 34/78RED 25AUTOMOTIVE BEARINGS AND SEALSIDLER PULLEY 02 CHEVY 1500RVICTORIA-BRAKE SYSTEMSCHASSIS PARTSERBILT 320F150F450CHEMICALSBLACK RTV75W-140 FULL SYNTHETIC GEARLUBECARB CLEAN NONCHLORINATEDCOOLING SYSTEM COMPONENTSB-RADIATOR CAP 13 LB W/LEVERDRIVETRAIN COMPONENTSCROWN VICTORIAU-JOINT STRAP KIT NEAPCO 1-0046 OR EQUIVALENTCARRIER BEARING2500 P/UELECTRICAL COMPONENTSCROWN VICTORIAFUEL PUMP/STARTER/MULTI USE -ENGINE GASKETS & REPAIR PARTSINTAKE GASE350VICTORIAWATER PUMP/TIMING BELT KIT AUTOMOTIVE FILTERSENGINE OIL FILTER FORD CROWN VICTORIA 4.6LAIR FILTE320

PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICINGMATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST AIR CONDITIONING AND HEATER PARTS NEW A/C COMP W/ CLUTCH & COIL TM31 W/ SERP BELT, 8 GR NEW A/C COMP W/ CLUTCH & COIL QP31 W/ V-BELTS, 2 GR HEAVY DUTY VEHICLE BATTERIESGROUP 31 THREADED STUD SPECS 750 CCA 180 RC GROUP 31 AUTO STYLE POST SPECS 750 CCA 180 RC GROUP 65SPECS 850 CCA 150 RC GROUP 94 SPECS 730 CCA 140 RC TRUCK AIR FILTERSPIERCE ENFORCER AIR FILTER DODGE 6.7 L AIR FILTER CUMMINS IS9 AIR FILTER FORD 6.0L AIR FILTER PIERCE IMPEL AIR FILTER CATERPILLAR LT INTERNATIONAL 8712-8719 PIERCE SABER AUTOMOTIVE BEARINGS AND SEALS TIMKEN BEARING 203FF STEMCO HUB WINDOW SEAL 359-5912STEMCO SEAL INTERNATIONAL 393-0112BRAKE SYSTEMS PIERCE TAK-4 BRAKE PADS PIERCE FRONT PADS DODGE BRAKE PADS -AD PIERCE BRAKE DRUM BRAKE CHAMBER CHASSIS PARTS PIERCE SABER TIE ROD END 99-07 F-350 BALL JOINT STEERING STABILIZER FORD MEDIC 99-07 FORD F350 FRT SHOCK CHEMICALS CITROL CITRUS DEGREASER CASE PRICING PART 266 ONLY SUPER LUBE SYN GREASE CASE PRICING PART 41150 ONLY ELECTRO CONTACT CLEANER PART 03116 CASE PRICING CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735PRICE PAGE

PRODUCT CATAGORIES PART ITEM BRAND / TYPEDISCOUNT OFFERED (Select and State the Discount Percentage)PRICINGMATRIX (Select one)COST PLUS %DISCOUNT OFF LIST %JOBBER MSRP COST COOLING SYSTEM BELTS / COOLANT / PUMPS SERP BELT 10 RIB GREEN SERP BELT FOR CUMMINS GREEN SERP DRIVE BELT GREEN PIERCE AC BELTS HD V-BELT REQUIRES EXACT LENGTH PAIRS DODGE 5500 AUX A/C BELT STRETCH FIT RED PREMIX COOLANT ELC NF SHELL ROTELLA 550041810 MOPAR COOLANT OAT 10YR 150K -AB, CASE PRICE DRIVETRAIN COMPONENTS -JOINT, 4 PLATE SEVERE DUTY -0281 -JOINTS SEVERE DUTY -0675 -JOINTS SEVERE DUTY -0280 ENGINE REPAIR PARTS FAN CLUTCH ASSY KIT MASTER 8001X FORD WATER PUMP 6.0L -8501-ACPIERCE A/C BELT TENSIONER TRUCK O I L F I L T E R SCUMMINS ISL OIL FILTER FORD 6.0L AND 6.4L OIL -2016DETROIT DIESEL OIL DETROIT SERIES 40 OIL FORD 7.3L OIL FILTER -1995INTERNATIONAL MAXFORCE OIL CATERPILLAR OIL FILTER CUMMINS X-12, X-15 OIL DODGE RAM 6.7L OIL -AADETROIT DIESEL OIL (continued)REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 NOTE: (Use Additional Pages as Necessary)
PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICING MATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST TRUCK FUEL FILTERS CUMMINS ISL FUEL FILTER CUMMINS FUEL SECONDARY FORD 6.0 FUEL -4616 CUMMINS ISL9 FUEL FILTER CUMMINS ISL9 FUEL FILTER CATERPILLAR FUEL FILTER 8710 -0751DETROIT DIESEL FUEL FILTER TRUCK MISC FILTERS CUMMINS ISL COOLANT DETROIT COOLANT DODGE WATER SEPERATOR CUMMINS 6.7 L ALLISON TRANSMISSION 8711 CUMMINS COOLANT FLEETGUARD WF 2077 CUMMINS ISL COOLANT CUMMINS WATER SEPARATOR SMALL EQUIPMENT SPARK PLUGS 63, 3924, 2974 CHAMPION 327 RL87YC VEHICLE WIPER BLADES ANCO 31-22TRICO 63-201-ANCO 31-20LAMPS AND BULBS SYLVANIA SILVERSTAR AMBER 2 DIODE LED TRUCKLITE 35200Y PERIMETER STEP LAMP TRUCKLITE 40203 STEP WELL LAMP GROTE 60351 PATIENT COMPARTMENT BULB 15W G.E. 56GJ81RADIATOR CAPS MOTORAD MOTORAD -10235MOPAR OEM 21 PSI 68442532-AAINTERNATIONAL OEM 15PSI (continued)REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 REQUEST FOR PROPOSAL NO.CONTRACT OFFICER:PH: (520) 837-4134 / FAX: (520) 791-4735CITY OF TUCSON255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701PRODUCT CATAGORIES PART ITEM BRAND / TYPE DISCOUNT OFFERED (Select and State the Discount Percentage) PRICING MATRIX (Select one)COST PLUS % DISCOUNT OFF LIST % JOBBER MSRP COST REQUESTFORPROPOSALNO.

OFFER AND ACCEPTANCE OFFER TO THE CITY OF TUCSON: The Undersigned hereby offers and shall furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and amendments in the Request for Proposal which is incorporated by reference as if fully set forth herein. For clarification of this offer, contact: Name: Company Name Title: Address Phone: City State Zip Fax: Signature of Person Authorized to Sign E-mail: Printed Name TitleACCEPTANCE OF OFFER The Offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the Contract. This Contract shall be referred to as Contract No. ________________. CITY OF TUCSON, a municipal corporation Approved as to form: Awarded: This ________ day of _______________ 20_____ This ________ day of _______________ 20_____ As Tucson City Attorney and not personally As Director of Business Services and not personally ATTACHMENT A Requirements for National Cooperative Contract To be Administered by Axia Cooperative The following documents are used in evaluating and administering national cooperative contracts and are included for Suppliers review and response. Axia Cooperative Exhibit A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Axia Cooperative Exhibit B AXIA COOPERATIVE ADMINISTRATION AGREEMENT, EXAMPLE Axia Cooperative Exhibit C AXIA COOPERATIVE MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE Axia Cooperative Exhibit D AXIA COOPERATIVE LEAD PROCUREMENT AGENCY CERTIFICATE, EXAMPLE Axia Cooperative Exhibit E AXIA COOPERATIVE CONTRACT SALES REPORTING TEMPLATE Axia Cooperative Exhibit F AXIA COOPERATIVE ADVERTISING COMPLIANCE REQUIREMENT Axia Cooperative Exhibit G FEDERAL FUNDS CERTIFICATIONS Axia Cooperative Exhibit H NEW JERSEY BUSINESS COMPLIANCE (optional)

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 2 of 50 AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 1.0 SCOPE OF NATIONAL COOPERATIVE CONTRACT 1.1 Requirement The City of Tucson, (hereinafter defined and referred to as "Lead Procurement Agency"), on behalf of itself and the Axia Coop LLC (or "Axia Cooperative"), is requesting proposals for Aftermarket Automotive and Heavy-Duty Vehicle Parts. The intent of this Request for Proposal is that any contract between Lead Procurement Agency and Supplier resulting from this Request for Proposal (hereinafter defined and referred to as the "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 Axia Cooperative's cooperative purchasing program. The Lead Procurement Agency has executed a Lead Procurement Agency Certificate with Axia Cooperative (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 Axia Cooperative as a Participating Public Agency in Axia Cooperative's cooperative purchasing program. Registration with Axia Cooperative 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. The terms and pricing established in the resulting Master Agreement between the Supplier and the Lead Procurement Agency will be the same as that available to Participating Public Agencies through Axia Cooperative. All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither Axia Cooperative, any Lead 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. This Exhibit A defines the expectations for qualifying Suppliers based on Axia Cooperative's requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through Axia Cooperative. These requirements are incorporated into and are considered an integral part of this RFP. Axia Cooperative reserves the right to determine whether or not to make the Master Agreement awarded by the Lead Procurement Agency available to Participating Public Agencies. 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement Axia Cooperative intends to provide marketing, sales and administrative support for Supplier pursuant to this section 1.2 that directly promotes the Suppliers products and services to Participating Public AXIA COOP LLC COMPANY EXHIBITS EXHIBIT A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 3 of 50 Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. The Axia Cooperative marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Marketing collateral (print, electronic, email, presentations) B. Website development and support C. Trade shows/conferences/meetings D. Advertising E. Social Media F. Sales Team Support The Axia Cooperative sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams The Axia Cooperative 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 of 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 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 Axia Cooperative Administration Agreement (refer to Exhibit B). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Axia Coop LLC Administration Agreement between Supplier and Axia Cooperative (the "Axia Coop LLC Administration Agreement") 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $100mm annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Lead Procurement Agency, other Participating Public Agencies that are AXIA COOP LLC COMPANY EXHIBITS EXHIBIT A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 4 of 50 anticipated to utilize the resulting Master Agreement to be made available to them through Axia Cooperative, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and Axia Cooperative. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Lead Procurement Agency will be the basis of award on a national level through Axia Cooperative. If multiple suppliers are awarded by Lead Procurement Agency under the Master Agreement, those same suppliers will be required to extend the Master Agreement to Participating Public Agencies through Axia Cooperative. 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 Lead Procurement Agency are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and Axia Cooperative shall agree. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e., invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). 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 Axia Cooperative). 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through Axia Cooperatives 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 an actively marketed offering available to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Suppliers 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 Lead Procurement Agency and Axia Cooperative designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. 2.1 Corporate Commitment AXIA COOP LLC COMPANY EXHIBITS EXHIBIT A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 5 of 50 Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Suppliers executive management, (2) the Master Agreement is actively marketed by Supplier and available to Public Agencies nationwide, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with Axia Cooperative and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Lead Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, that 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 to public agencies and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through Axia Cooperative nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to Axia Cooperative in accordance with the Axia Cooperative Administration Agreement. Supplier also commits that 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 QUALIFICATIONS Supplier must supply the following information in order for the Lead Procurement Agency to determine Suppliers qualifications to extend the resulting Master Agreement to Participating Public Agencies through Axia Cooperative. 3.1 Company A. Brief history and description of your company. B. Total number and location of salespersons employed by your company. C. Number and location of support centers (if applicable). D. Annual sales for the three previous fiscal years. E. Submit your FEIN and Dunn & Bradstreet report. 3.2 Distribution Logistics A. Describe how your company proposes to distribute the products/service nationwide. B. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 6 of 50 C. Provide the number, size and location of your company's distribution facilities, warehouses and retail network as applicable. D. State any return and restocking policy and fees, if applicable, associated with returns. E. Describe the full line of products and services offered by your company. 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 an offering to Public Agencies for your teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as a public sector sales offering within 10 days of award ii. Training and education of your national sales force with participation from the executive leadership of your company, along with the Axia Cooperative team within first 90 days B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Pubic 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, contract details and contact information published on the Supplier company website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to provide reasonable assistance to the overall promotion and marketing efforts of the Master Agreement at national (e.g. NIGP Annual Forum, NPI Conference, etc.), regional (e.g. Regional NIGP Chapter Meetings, etc.), and supplier specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vi. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) vii. Dedicated Axia Cooperative internet web-based homepage on Supplier website with: Axia Cooperative standard logo; Copy of original Request for Proposal; Copy of contract and amendments between Lead Procurement Agency and Supplier; Summary of Products and pricing; Marketing Materials Electronic link to Axia Cooperative's website, including the online registration page; AXIA COOP LLC COMPANY EXHIBITS EXHIBIT A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 7 of 50 A dedicated telephone number and email address for Axia Cooperative. C. Describe how your company will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through Axia Cooperative. Include a list of current cooperative contracts (regional and national) your company holds and describe how the Master Agreement will be positioned among the other cooperative agreements. D. Acknowledge that your company agrees to provide its company/corporate logo(s) to Axia Cooperative and agrees to provide permission for reproduction of such logo(s) in marketing communications and promotions. Acknowledge that use of Axia Cooperative logo will require permission for reproduction, as well. E. Supplier is responsible for proactive direct sales of Suppliers goods and services to Public Agencies nationwide and the timely follow up to leads established by Axia Cooperative. All sales materials are to use the Axia Cooperative logo. At a minimum, the Suppliers sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Lead Procurement Agency ii. Best government pricing iii. No cost to participate iv. Non-exclusive contract F. Supplier is responsible for the training of 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 Axia Cooperative iv. Knowledge of benefits of the use of cooperative contracts G. Provide contact information for the person(s), who will be responsible for: i. Marketing ii. Sales iii. Sales Support iv. Financial Reporting v. Contracts H. Describe in detail how your company'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 Axia Cooperative team to implement, grow and service the national program. J. Explain in detail how your organization 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, etc.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT A AXIA COOPERATIVE RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 8 of 50 K. State the amount of your company's Public Agency sales for the previous fiscal year. Provide a list of your top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. L. Describe your company'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. Even though it is anticipated that 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 Axia Cooperative). 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 Axia Cooperative under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to Axia Cooperative). 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.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT B AXIA COOPERATIVEADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 9 of 50 AXIA COOP LLC ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this Agreement) is made this ____ day of _____ 20__, between Axia Coop LLC (Axia Cooperative), and __________________ (Supplier). Recitals WHEREAS, the __________ (the Lead Procurement Agency) has entered into a Master Agreement dated __________, Agreement No _____, by and between the Lead 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 _ and incorporated herein by reference as though fully set forth herein, for the purchase of __________________ (the Product); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, Public Agencies), that register (either via registration on the Axia Cooperative website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit _) (each, hereinafter referred to as a Participating Public Agency) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through Axia Cooperative to Public Agencies; WHEREAS, Axia Cooperative serves as the contract administrator of the Master Agreement on behalf of Lead Procurement Agency; WHEREAS, Lead Procurement Agency desires Axia Cooperative to proceed with administration of the Master Agreement; and WHEREAS, Axia Cooperative and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between Axia Cooperative and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, Axia Cooperative 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.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT B AXIA COOPERATIVEADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 10 of 50 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 Suppliers response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. Axia Cooperative shall be afforded all of the rights, privileges and indemnifications afforded to Lead Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to Axia Cooperative, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Suppliers obligation to obtain appropriate insurance. 4. Axia Cooperative shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Lead Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by Axia Cooperative solely in its capacity as the contract administrator under the Master Agreement. 5. With respect to any purchases by Lead Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, Axia Cooperative shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Lead Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Lead 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 Lead 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. Axia Cooperative makes no representation or guaranty with respect to any minimum purchases by Lead Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. Axia Cooperative shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold Axia Cooperative 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, AXIA COOPERATIVE EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING AXIA COOPERATIVE'S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. AXIA COOPERATIVE SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF AXIA COOPERATIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT B AXIA COOPERATIVEADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 11 of 50 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 14 23, hereof and the indemnifications afforded by the Supplier to Axia Cooperative 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. Suppliers failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Lead Procurement Agency to terminate the Master Agreement 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 this Agreement at Axia Cooperatives 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. Axia Cooperative and Supplier shall publicize and promote the availability of the Master Agreements products and services to Public Agencies and such agencies employees. Supplier shall require each Public Agency to register its participation in the Axia Cooperative program by either registering on the Axia Cooperative website, www.axiacoop.org, or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agencys 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 Lead Procurement Agency and Axia Cooperative. 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 Axia Cooperative or posts on the Axia Cooperative website. Supplier shall indemnify, defend and hold harmless Axia Cooperative for use of all such content and images including copyright infringement claims. Supplier and Axia Cooperative each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such partys logo(s) (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 partys Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such partys 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 partys Logo. Upon termination of this Agreement, each party shall immediately cease use of the other partys Logo.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT B AXIA COOPERATIVEADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 12 of 50 ADMINISTRATIVE FEE, REPORTING & PAYMENT 12.An Administrative Fee shall be defined and due to Axia Cooperative from Supplier in the amount of (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 Lead 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 Agencys Contract Sales. 13. Supplier shall provide Axia Cooperative with an electronic accounting report monthly, in the format prescribed by Axia Cooperative, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit _ (Contract Sales Report), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to Axia Cooperative 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 Lead Procurement Agencys sole discretion, and/or this Agreement, at Axia Cooperatives sole discretion. 14. Administrative Fee payments are to be paid by Supplier to Axia Cooperative at the frequency and on the due date stated in Section 13, above, for Suppliers submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the Axia Cooperative designated financial institution identified in Exhibit _. 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 Lead Procurement Agencys sole discretion, and/or this Agreement, at Axia Cooperatives sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. Axia Cooperative, or its designee, in Axia Cooperatives 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 Axia Cooperative receives such report. In addition, Axia Cooperative may engage a third party to conduct an independent audit of Suppliers monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by Axia Cooperative at the location designated by Axia Cooperative. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, Axia Cooperative will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to Axia Cooperatives reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of Axia Cooperatives costs and expenses related to such audit.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT B AXIA COOPERATIVEADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 13 of 50 GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between Axia Cooperative and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorneys fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and Axia Cooperatives rights and obligations hereunder may be assigned at Axia Cooperatives sole discretion to an affiliate of Axia Cooperative, any purchaser of any or all or substantially all of the assets of Axia Cooperative, 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 Axia Cooperative. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. Axia Coop LLC i. Attn: Ken Heckman, Founder & CEO ii. 348 Julianna Circle, Franklin, TN 37064 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 Axia Cooperative, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Tennessee, 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.

AXIA COOP LLC COMPANY EXHIBITS EXHIBIT B AXIA COOPERATIVEADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 14 of 50

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. Authorized Signature, Supplier Signature Name Title Date AXIA COOP LLC Signature Ken Heckman Name Founder & Chief Executive Officer Title Date

AXIA COOP LLC EXHIBITS EXHIBIT C AXIA COOPERATIVEMASTER INTERGOVERNMENTAL COPERATIVE PURCHASING AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 15 of 50 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this Agreement) is entered into by and between those certain government agencies that execute a Lead Procurement Agency Certificate (Lead Procurement Agencies) with Axia Coop LLC (Axia Cooperative) to be appended and made a part hereof and such other public agencies (Participating Public Agencies) who register to participate in the cooperative purchasing program administered by Axia Cooperative by either registering on a Axia Cooperative website (www.axiacoop.org), or by executing a copy of this Agreement. Recitals WHEREAS, after a competitive solicitation and selection process by Lead Procurement Agencies, a number of suppliers have entered into Master Agreements (herein so called) to provide a variety of goods, products and services (Products) to the applicable Lead Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Lead Procurement Agencies through Axia Cooperative and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Lead Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; 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 Agencys 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, 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 and is not purchasing Products on behalf of a hospital. 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. 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.

AXIA COOP LLC EXHIBITS EXHIBIT C AXIA COOPERATIVEMASTER INTERGOVERNMENTAL COPERATIVE PURCHASING AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 16 of 50

6. The Participating Public Agencies (each a Procuring Party) that procure Products through any Master Agreement 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, 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. 7. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services. 8. 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. 9. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AXIA COOP LLC EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT OR MASTER AGREEMENT. AXIA COOPERATIVE SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF AXIA COOPERATIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT AXIA COOPERATIVE SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT. 10. This Agreement shall remain in effect until termination by a party giving thirty (30) days' written notice to the other party. The provisions of Paragraphs 6 10 hereof shall survive any such termination. 11. This Agreement shall take effect upon (i) execution of the Lead Procurement Agency Certificate, or (ii) the registration on the Axia Cooperative website or the execution of this Agreement by a Participating Public Agency, as applicable.

AXIA COOP LLC EXHIBITS EXHIBIT D AXIA COOPERATIVELEAD PROCUREMENT AGENCY CERTIFICATE, EXAMPLE Requirements for National Cooperative Contract Page 17 of 50 LEAD PROCUREMENT AGENCY CERTIFICATE In its capacity as a Lead Procurement Agency (as defined below) for Axia Coop LLC (Axia Cooperative), The City of Tucson agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Lead Procurement Agency Certificate. I hereby acknowledge, in my capacity as __________ of and on behalf of the City of Tucson (Lead Procurement Agency), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through Axia Cooperative. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, The City of Tucson ____________________________________ Signature ____________________________________ Name ____________________________________ Title ____________________________________ Date

AXIA COOP LLC EXHIBITS EXHIBIT E AXIA COOPERATIVE CONTRACT SALES REPORTING TEMPLATE Requirements for National Cooperative Contract Page 18 of 50 COOPERATIVE CONTRACT SALES REPORTING TEMPLATE AXIA COOP LLC EXHIBITS EXHIBIT _ - AXIA COOPERATIVE CONTRACT SALES REPORTING TEMPLATE (to be submitted electronically in Microsoft Excel format) Axia Cooperative Contract Sales Monthly Report Supplier Name: Contract Sales Report Month: Contract ID: Participating Agency Name Address City State Zip Code Participating Agency #{Assigned by Axia Cooperative and provided to Supplier} Transaction Date (Date of Sale) Contract Sales for Month ($) Admin Fee % Admin Fee $ Report Totals Cumulative Contract Sales

AXIA COOP LLC EXHIBITS EXHIBIT F -- AXIA COOPERATIVE ADVERTISING COMPLIANCE REQUIREMENT Requirements for National Cooperative Contract Page 19 of 50 AXIA COOPERATIVE 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 Axia Cooperative 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 REQUIREMENTS 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. *Some public agencies and political subdivisions of these states may be restricted by state statutes that limit competition among cooperative purchasing organizations by only allowing use of purchasing cooperatives sponsored by certain National Associations. 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

AXIA COOP LLC EXHIBITS EXHIBIT F -- AXIA COOPERATIVE ADVERTISING COMPLIANCE REQUIREMENT Requirements for National Cooperative Contract Page 20 of 50 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 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 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

AXIA COOP LLC EXHIBITS EXHIBIT F -- AXIA COOPERATIVE ADVERTISING COMPLIANCE REQUIREMENT Requirements for National Cooperative Contract Page 21 of 50 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 ASCENSION PARISH, LA, CLEAR OF COURT CADDO PARISH, LA CALCASIEU PARISH, LA CALCASIEU PARISH SHERIFFS 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: BANKS FIRE DISTRICT, OR BATON ROUGE WATER COMPANY BEND METRO PARK AND RECREATION DISTRICT BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, LA BOARDMAN PARK AND RECREATION DISTRICT CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA CENTRAL OREGON INTERGOVERNMENTAL COUNCIL CITY OF BOGALUSA SCHOOL BOARD, LA CLACKAMAS RIVER WATER CLATSKANIE PEOPLE'S UTILITY DISTRICT CLEAN WATER SERVICES CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION

AXIA COOP LLC EXHIBITS EXHIBIT F -- AXIA COOPERATIVE ADVERTISING COMPLIANCE REQUIREMENT Requirements for National Cooperative Contract Page 22 of 50 COOS FOREST PROTECTIVE ASSOCIATION CHEHALEM PARK AND RECREATION DISTRICT DAVID CROCKETT STEAM FIRE COMPANY #1, LA EUGENE WATER AND ELECTRIC BOARD HONOLULU INTERNATIONAL AIRPORT HOODLAND FIRE DISTRICT #74 HOUSING AUTHORITY OF PORTLAND ILLINOIS VALLEY FIRE DISTRICT LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT DHH-OPH REGION 3 LOUISIANA PUBLIC SERVICE COMMISSION, LA LOUISIANA WATER WORKS MEDFORD WATER COMMISSION MELHEUR COUNTY JAIL, OR METRO REGIONAL GOVERNMENT METRO REGIONAL PARKS METROPOLITAN EXPOSITION RECREATION COMMISSION METROPOLITAN SERVICE DISTRICT (METRO) MULTNOMAH EDUCATION SERVICE DISTRICT NEW ORLEANS REDEVELOPMENT AUTHORITY, LA NORTHEAST OREGON HOUSING AUTHORITY, OR PORT OF BRANDON, OR PORT OF MORGAN CITY, LA PORTLAND DEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR OREGON COAST COMMUNITY ACTION OREGON HOUSING AND COMMUNITY SERVICES OREGON LEGISLATIVE ADMINISTRATION ROGUE VALLEY SEWER, OR SAINT LANDRY PARISH TOURIST COMMISSION SAINT MARY PARISH REC DISTRICT 2 SAINT MARY PARISH REC DISTRICT 3 SAINT TAMMANY FIRE DISTRICT 4, LA SALEM MASS TRANSIT DISTRICT SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA SOUTH LAFOURCHE LEVEE DISTRICT, LA TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON TUALATIN HILLS PARK & RECREATION DISTRICT TUALATIN VALLEY FIRE & RESCUE TUALATIN VALLEY WATER DISTRICT WILLAMALANE PARK AND RECREATION DISTRICT WILLAMETTE HUMANE SOCIETY K-12 INCLUDING BUT NOT LIMITED TO: ACADIA PARISH SCHOOL BOARD BEAVERTON SCHOOL DISTRICT BEND-LA PINE SCHOOL DISTRICT BOGALUSA HIGH SCHOOL, LA BOSSIER PARISH SCHOOL BOARD BROOKING HARBOR SCHOOL DISTRICT CADDO PARISH SCHOOL DISTRICT CALCASIEU PARISH SCHOOL DISTRICT CANBY SCHOOL DISTRICT CANYONVILLE CHRISTIAN ACADEMY CASCADE SCHOOL DISTRICT CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL SCHOOL DISTRICT CENTRAL CATHOLIC HIGH SCHOOL CENTRAL POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL DISTRICT 13J COOS BAY SCHOOL DISTRICT NO.9 CORVALLIS SCHOOL DISTRICT 509J COUNTY OF YAMHILL SCHOOL DISTRICT 29 CULVER SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO.2 DAVID DOUGLAS SCHOOL DISTRICT DAYTON SCHOOL DISTRICT NO.8 DE LA SALLE N CATHOLIC HS DESCHUTES COUNTY SCHOOL DISTRICT NO.6 DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR SCHOOL DISTRICT NO.29 EAST BATON ROUGE PARISH SCHOOL DISTRICT ESTACADA SCHOOL DISTRICT NO.10B FOREST GROVE SCHOOL DISTRICT GEORGE MIDDLE SCHOOL GLADSTONE SCHOOL DISTRICT GRANTS PASS SCHOOL DISTRICT 7 GREATER ALBANY PUBLIC SCHOOL DISTRICT GRESHAM BARLOW JOINT SCHOOL DISTRICT HEAD START OF LANE COUNTY HIGH DESERT EDUCATION SERVICE DISTRICT HILLSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 509-J JEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH FALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J LANE COUNTY SCHOOL DISTRICT 4J LINCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST. 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER JR/SR HIGH SCHOOL LOWELL SCHOOL DISTRICT NO.71 MARION COUNTY SCHOOL DISTRICT MARION COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMINNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT NO.1J MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE DISTRICT NO.56 NEWBERG PUBLIC SCHOOLS NESTUCCA VALLEY SCHOOL DISTRICT NO.101 NOBEL LEARNING COMMUNITIES NORTH BEND SCHOOL DISTRICT 13 NORTH CLACKAMAS SCHOOL DISTRICT NORTH DOUGLAS SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT ONTARIO MIDDLE SCHOOL OREGON TRAIL SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX-TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT PORTLAND JEWISH ACADEMY

AXIA COOP LLC EXHIBITS EXHIBIT F -- AXIA COOPERATIVE ADVERTISING COMPLIANCE REQUIREMENT Requirements for National Cooperative Contract Page 23 of 50 PORTLAND PUBLIC SCHOOLS RAPIDES PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT 1J SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 45J3 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 TERREBONNE PARISH SCHOOL DISTRICT THE CATLIN GABEL SCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT YONCALLA SCHOOL DISTRICT ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES) , UT ALIANZA ACADEMY , UT ALPINE DISTRICT , UT AMERICAN LEADERSHIP ACADEMY , UT AMERICAN PREPARATORY ACADEMY , UT BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES , UT BEAR RIVER CHARTER SCHOOL , UT BEAVER SCHOOL DISTRICT , UT BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA) , UT BOX ELDER SCHOOL DISTRICT , UT CBA CENTER , UT CACHE SCHOOL DISTRICT , UT CANYON RIM ACADEMY , UT CANYONS DISTRICT , UT CARBON SCHOOL DISTRICT , UT CHANNING HALL , UT CHARTER SCHOOL LEWIS ACADEMY , UT CITY ACADEMY , UT DAGGETT SCHOOL DISTRICT , UT DAVINCI ACADEMY , UT DAVIS DISTRICT , UT DUAL IMMERSION ACADEMY , UT DUCHESNE SCHOOL DISTRICT , UT EARLY LIGHT ACADEMY AT DAYBREAK , UT EAST HOLLYWOOD HIGH , UT EDITH BOWEN LABORATORY SCHOOL , UT EMERSON ALCOTT ACADEMY , UT EMERY SCHOOL DISTRICT , UT ENTHEOS ACADEMY , UT EXCELSIOR ACADEMY , UT FAST FORWARD HIGH , UT FREEDOM ACADEMY , UT GARFIELD SCHOOL DISTRICT , UT GATEWAY PREPARATORY ACADEMY , UT GEORGE WASHINGTON ACADEMY , UT GOOD FOUNDATION ACADEMY , UT GRAND SCHOOL DISTRICT , UT GRANITE DISTRICT , UT GUADALUPE SCHOOL , UT HAWTHORN ACADEMY , UT INTECH COLLEGIATE HIGH SCHOOL , UT

IRON SCHOOL DISTRICT , UT ITINERIS EARLY COLLEGE HIGH , UT JOHN HANCOCK CHARTER SCHOOL , UT JORDAN DISTRICT , UT JUAB SCHOOL DISTRICT , UT KANE SCHOOL DISTRICT , UT KARL G MAESER PREPARATORY ACADEMY , UT LAKEVIEW ACADEMY , UT LEGACY PREPARATORY ACADEMY , UT LIBERTY ACADEMY , UT LINCOLN ACADEMY , UT LOGAN SCHOOL DISTRICT , UT MARIA MONTESSORI ACADEMY , UT MERIT COLLEGE PREPARATORY ACADEMY , UT MILLARD SCHOOL DISTRICT , UT MOAB CHARTER SCHOOL , UT MONTICELLO ACADEMY , UT MORGAN SCHOOL DISTRICT , UT MOUNTAINVILLE ACADEMY , UT MURRAY SCHOOL DISTRICT , UT NAVIGATOR POINTE ACADEMY , UT NEBO SCHOOL DISTRICT , UT NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES) , UT NOAH WEBSTER ACADEMY , UT NORTH DAVIS PREPARATORY ACADEMY , UT NORTH SANPETE SCHOOL DISTRICT , UT NORTH STAR ACADEMY , UT NORTH SUMMIT SCHOOL DISTRICT , UT ODYSSEY CHARTER SCHOOL , UT OGDEN PREPARATORY ACADEMY , UT OGDEN SCHOOL DISTRICT , UT OPEN CLASSROOM , UT OPEN HIGH SCHOOL OF UTAH , UT OQUIRRH MOUNTAIN CHARTER SCHOOL , UT PARADIGM HIGH SCHOOL , UT PARK CITY SCHOOL DISTRICT , UT PINNACLE CANYON ACADEMY , UT PIUTE SCHOOL DISTRICT , UT PROVIDENCE HALL , UT PROVO SCHOOL DISTRICT , UT QUAIL RUN PRIMARY SCHOOL , UT QUEST ACADEMY , UT RANCHES ACADEMY , UT REAGAN ACADEMY , UT RENAISSANCE ACADEMY , UT RICH SCHOOL DISTRICT , UT ROCKWELL CHARTER HIGH SCHOOL , UT SALT LAKE ARTS ACADEMY , UT SALT LAKE CENTER FOR SCIENCE EDUCATION, UT SALT LAKE SCHOOL DISTRICT , UT SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT SAN JUAN SCHOOL DISTRICT , UT SEVIER SCHOOL DISTRICT , UT SOLDIER HOLLOW CHARTER SCHOOL , UT SOUTH SANPETE SCHOOL DISTRICT , UT SOUTH SUMMIT SCHOOL DISTRICT , UT SPECTRUM ACADEMY , UT SUCCESS ACADEMY , UT SUCCESS SCHOOL , UT SUMMIT ACADEMY , UT SUMMIT ACADEMY HIGH SCHOOL , UT SYRACUSE ARTS ACADEMY , UT THOMAS EDISON - NORTH , UT TIMPANOGOS ACADEMY , UT TINTIC SCHOOL DISTRICT , UT TOOELE SCHOOL DISTRICT , UT TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS , UT

AXIA COOP LLC EXHIBITS EXHIBIT F -- AXIA COOPERATIVE ADVERTISING COMPLIANCE REQUIREMENT Requirements for National Cooperative Contract Page 24 of 50 UINTAH RIVER HIGH , UT UINTAH SCHOOL DISTRICT , UT UTAH CONNECTIONS ACADEMY , UT UTAH COUNTY ACADEMY OF SCIENCE , UT UTAH ELECTRONIC HIGH SCHOOL , UT UTAH SCHOOLS FOR DEAF & BLIND , UT UTAH STATE OFFICE OF EDUCATION , UT UTAH VIRTUAL ACADEMY , UT VENTURE ACADEMY , UT VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY , UT WALDEN SCHOOL OF LIBERAL ARTS , UT WASATCH PEAK ACADEMY , UT WASATCH SCHOOL DISTRICT , UT WASHINGTON SCHOOL DISTRICT , UT WAYNE SCHOOL DISTRICT , UT WEBER SCHOOL DISTRICT , UT WEILENMANN SCHOOL OF DISCOVERY , UT HIGHER EDUCATION ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA BIRTHINGWAY COLLEGE OF MIDWIFERY BLUE MOUNTAIN COMMUNITY COLLEGE BRIGHAM YOUNG UNIVERSITY - HAWAII CENTRAL OREGON COMMUNITY COLLEGE CENTENARY COLLEGE OF LOUISIANA CHEMEKETA COMMUNITY COLLEGE CLACKAMAS COMMUNITY COLLEGE COLLEGE OF THE MARSHALL ISLANDS COLUMBIA GORGE COMMUNITY COLLEGE CONCORDIA UNIVERSITY GEORGE FOX UNIVERSITY KLAMATH COMMUNITY COLLEGE DISTRICT LANE COMMUNITY COLLEGE LEWIS AND CLARK COLLEGE LINFIELD COLLEGE LINN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISIANA STATE UNIVERSITY LOUISIANA STATE UNIVERSITY HEALTH SERVICES MARYLHURST UNIVERSITY MT. HOOD COMMUNITY COLLEGE MULTNOMAH BIBLE COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST CHRISTIAN COLLEGE OREGON HEALTH AND SCIENCE UNIVERSITY OREGON INSTITUTE OF TECHNOLOGY OREGON STATE UNIVERSITY OREGON UNIVERSITY SYSTEM PACIFIC UNIVERSITY PIONEER PACIFIC COLLEGE PORTLAND COMMUNITY COLLEGE PORTLAND STATE UNIVERSITY REED COLLEGE RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII ROGUE COMMUNITY COLLEGE SOUTHEASTERN LOUISIANA UNIVERSITY SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM) SOUTHWESTERN OREGON COMMUNITY COLLEGE TULANE UNIVERSITY TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE UNIVERSITY OF OREGON-GRADUATE SCHOOL UNIVERSITY OF PORTLAND UNIVERSITY OF NEW ORLEANS WESTERN OREGON UNIVERSITY WESTERN STATES CHIROPRACTIC COLLEGE WILLAMETTE UNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT UNIVERSITY OF UTAH, UT UTAH STATE UNIVERSITY, UT WEBER STATE UNIVERSITY, UT SOUTHERN UTAH UNIVERSITY, UT SNOW COLLEGE, UT DIXIE STATE COLLEGE, UT COLLEGE OF EASTERN UTAH, UT UTAH VALLEY UNIVERSITY, UT SALT LAKE COMMUNITY COLLEGE, UT UTAH COLLEGE OF APPLIED TECHNOLOGY, UT STATE AGENCIES ADMIN. SERVICES OFFICE BOARD OF MEDICAL EXAMINERS HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII DEPARTMENT OF TRANSPORTATION HAWAII HEALTH SYSTEMS CORPORATION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OFFICE OF THE STATE TREASURER OREGON BOARD OF ARCHITECTS OREGON CHILD DEVELOPMENT COALITION OREGON DEPARTMENT OF EDUCATION OREGON DEPARTMENT OF FORESTRY OREGON DEPT OF TRANSPORTATION OREGON DEPT. OF EDUCATION OREGON LOTTERY OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING OREGON STATE DEPT OF CORRECTIONS OREGON STATE POLICE OREGON TOURISM COMMISSION OREGON TRAVEL INFORMATION COUNCIL SANTIAM CANYON COMMUNICATION CENTER SEIU LOCAL 503, OPEU SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII STATE OF HAWAII STATE OF HAWAII, DEPT. OF EDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT. OF EDUCATION STATE OF LOUISIANA, 26TH JUDICIAL DISTRICT ATTORNEY STATE OF UTAH AXIA COOP LLC EXHIBITS EXHIBIT G FEDERAL FUNDS CERTIFICATIONS Requirements for National Cooperative Contract Page 25 of 50 FEDERAL FUNDS 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 with proposal. The following certifications and provisions may be required and apply when a 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 Agencys 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, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree? (Y / N) ___________ 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 in the event Offeror fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be compensated for work performed and accepted and goods accepted by Participating Agency as of the termination date if the contract is terminated for convenience of Participating Agency. Any award under this procurement process is not exclusive and Participating Agency reserves the right to purchase goods and services from other offerors when it is in Participating Agency's best interest. Does offeror agree? (Y / N) ___________ Initials of Authorized Representative of offeror AXIA COOP LLC EXHIBITS EXHIBIT G FEDERAL FUNDS CERTIFICATIONS Requirements for National Cooperative Contract Page 26 of 50 C. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does offeror agree? (Y / N) ___________ Initials of Authorized Representative of offeror D. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland Anti-Kickback Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions. Does offeror agree? (Y / N) ___________ 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 AXIA COOP LLC EXHIBITS EXHIBIT G FEDERAL FUNDS CERTIFICATIONS Requirements for National Cooperative Contract Page 27 of 50 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? (Y / N) ___________ 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? (Y / N) ___________ 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 amendedContracts 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? (Y / N) ___________ Initials of Authorized Representative of offeror AXIA COOP LLC EXHIBITS EXHIBIT G FEDERAL FUNDS CERTIFICATIONS Requirements for National Cooperative Contract Page 28 of 50 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 OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. Does offeror agree? (Y / N) ___________ 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 AXIA COOP LLC EXHIBITS EXHIBIT G FEDERAL FUNDS CERTIFICATIONS Requirements for National Cooperative Contract Page 29 of 50 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? (Y / N) ___________ 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? (Y / N) ___________ Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). Does offeror agree? (Y / N) ___________ 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? (Y / N) ___________ Initials of Authorized Representative of offeror PROCUREMENT OF RECOVERED MATERIALS REQUIREMENTS FOR 2 C.F.R. §200.322 Participating Agency and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner AXIA COOP LLC EXHIBITS EXHIBIT G FEDERAL FUNDS CERTIFICATIONS Requirements for National Cooperative Contract Page 30 of 50 that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Does offeror agree? (Y / N) ___________ 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 books, documents, papers and records of offeror that are directly pertinent to offerors 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 offerors personnel for the purpose of interview and discussion relating to such documents. Does offeror agree? (Y / N) ___________ Initials of Authorized Representative of offeror CERTIFICATION OF AFFORDABLE CARE ACT Offeror understands and agrees that it shall be solely responsible for compliance with the patient Protection and Affordable Care Act, Public Law 111-148 and the Health Care and Education Reconciliation Act 111-152 (collectively the Affordable Care Act ACA). The Offeror shall bear sole responsibility for providing health care benefits for its employees who provide services as required by Federal law. Does offeror agree? (Y / N) ___________ 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? (Y / N) ___________ Initials of Authorized Representative of offeror AXIA COOP LLC EXHIBITS EXHIBIT G FEDERAL FUNDS CERTIFICATIONS Requirements for National Cooperative Contract Page 31 of 50 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. Offerors Name Address, City, State, and Zip Code Phone Number Fax Printed Name and Title of Authorized Representative Email Address Signature of Authorized Representative Date AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 32 of 50 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 offerors response to the RFP. Failure to complete the New Jersey packet will impact Axia Cooperatives 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 DOC #8 EEOAA Evidence DOC #9 MacBride Principals Form New Jersey suppliers are required to comply with the following New Jersey statutes when applicable: all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act; Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and Bid and Performance Security, as required by the applicable municipal or state statutes.

AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 33 of 50 DOC #1 - STATEMENT OF OWNERSHIP DISCLOSURE N.J.S.A. 52:25 24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal. Name of Organization Organization Address PART I CHECK THE BOX THAT REPRESENTS THE TYPE OF BUSINESS ORGANIZATION: Sole Proprietorship (skip Parts II and III, execute certification in Part IV) Non-Profit Corporation (skip Parts II and III, execute certification in Part IV) For-Profit Corporation (any type) Limited Liability Company (LLC) Partnership Limited Partnership Limited Liability Partnership (LLP) Other (be specific): ___________________________________________________________ PART II The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV) (Please attach additional sheets if more space is needed): Name of Individual or Business Entity Home Address (for Individuals) or Business Address AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 34 of 50 PART III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS, PARTNERS OR LLC MEMBERS LISTED IN PART II If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed. Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #s Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above.The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed. Stockholder/Partner/Member and Corresponding Entity Listed in Part II Home Address (for Individuals) or Business Address AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 35 of 50 PART IV CERTIFICATION I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the [name of contracting unit] is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with [type of contracting unit] to notify the [type of contracting unit] in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the [type of contracting unit] to declare any contract(s) resulting from this certification void and unenforceable. Full Name (Print): Title: Signature: Date:

AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 36 of 50 DOC #2 NON-COLLUSION AFFIDAVIT STANDARD BID DOCUMENT REFERENCE Reference: VII-H Name of Form: NON-COLLUSION AFFIDAVITStatutory Reference: No specific statutory reference State Statutory Reference N.J.S.A. 52:34-15 Instructions Reference:Statutory and Other Requirements VII-H Description: The Owners use of this form is optional. It is used to ensure that the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding.

AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 37 of 50 NON-COLLUSION AFFIDAVIT State of New Jersey County of ____________________ ss: I, ________________________________ residing in ___________________________________ (name of affiant) (name of municipality) in the County of _______________________________ and State of _____________________of full age, being duly sworn according to law on my oath depose and say that: I am _____________________________________ of the firm of _________________________ (title or position) (name of firm) _____________________________________ the bidder making this Proposal for the bid entitled ______________________________, and that I executed the said proposal with (title of bid proposal) full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the ______________ _________________________relies upon the truth of the statements contained in said Proposal (name of contracting unit) and in the statements contained in this affidavit in awarding the contract for the said project. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by _________________________________________________. Subscribed and sworn to before me this day _____________________________________ Signature ______________________________, 20__ _____________________________________ (Type or print name of affiant under signature) ___________________________________ Notary public of My Commission expires _______________ (Seal) AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 38 of 50 DOC #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Name of Organization Street City, State, Zip Code PROPOSAL CERTIFICATION Indicate below companys compliance with New Jersey Affirmative Action regulations. Companys proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. REQUIRED AFFIRMATIVE ACTION EVIDENCE: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: 1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter); OR 2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4; OR 3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4. PUBLIC WORK OVER $50,000 TOTAL PROJECT COST: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract. B. Approved Federal or New Jersey Plan certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.Date Authorized Signature and Title AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 39 of 50 P.L. 1995, C. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT, PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). Signature of Procurement Agent AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 40 of 50 DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM PUBLIC AGENCY INSTRUCTIONS This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a fair and open process (N.J.S.A. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the County PCD Forms link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/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 AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 41 of 50 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. 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 persons 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.

AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 42 of 50 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 contractors 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 contractors 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. AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 43 of 50 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 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 and 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) AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 44 of 50 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 County Sherriff 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.

AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 45 of 50 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 the organization: Partnership Limited Liability Partnership Sole Proprietorship Limited Partnership Limited Liability Company Corporation Subchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Subscribed and sworn before me this ___ day of ___________, 2__. (Notary Public) My Commission expires: _________________________________ (Affiant) ________________________________ (Print name & title of affiant) (Corporate Seal) AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 46 of 50 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 Treasurys 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.

AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 47 of 50 DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. https://www.njportal.com/DOR/BusinessRegistration/ AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 48 of 50 DOC #8 EEOAA EVIDENCE Equal Employment Opportunity/Affirmative Action Goods, Professional Services & General Service Projects Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor. One of the following must be included with submission: Copy of Letter of Federal Approval Certificate of Employee Information Report Fully Executed Form AA302 Fully Executed EEO-1 Report See the guidelines at: https://www.state.nj.us/treasury/contract_compliance/documents/pdf/guidelines/pa.pdf for further information. I certify that my bid package includes the required evidence per the above list and State website. Signature Printed Name and Title Date AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 49 of 50 STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230DOC #9 MACBRIDE-PRINCIPLES FORM Bid Solicitation #: _________________ Vendor / Bidder: __________________ VENDORS/BIDDERS REQUIREMENT TO PROVIDE A CERTIFICATION IN COMPLIANCE WITH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989 Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property, pursuant to N.J.S.A. 52:34-12, must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party. I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that: Check the appropriate box: The Vendor/Bidder has no business operations in Northern Ireland; OR The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principals of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdoms Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principals.

AXIA COOP LLC EXHIBITS EXHIBIT H NEW JERSEY BUSINESS COMPLIANCE (optional) Requirements for National Cooperative Contract Page 50 of 50 CERTIFICATION I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor/Bidder, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor/Bidder is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I will be subject to criminal prosecution under the law, and it will constitute a material breach of my agreement(s) with the State, permitting the State to declare any contract(s) resulting from this certification to be void and unenforceable. Signature Printed Name and Title Date .

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGEINSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONEINSUREDREVISION NUMBER:CERTIFICATE NUMBER:COVERAGESIMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:(Per accident)(Ea accident)$$N / ASUBRWVDADDLINSDTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.$$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMITAUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITYY / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPERLIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)EXCESS LIABUMBRELLA LIAB$EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDED RETENTION $$PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADE OCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATIONAUTHORIZED REPRESENTATIVEACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.CERTIFICATE HOLDERThe ACORD name and logo are registered marks of ACORD

HIREDAUTOS ONLY

POLICY NUMBER: COMMERCIAL AUTOCA 04 44 10 13THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 04 44 10 13 © Insurance Services Office, Inc., 2011Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s):Information required to complete this Schedule, if not shown above, will be shown in the Declarations. TheTransfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization.

Riverside City CouncilJuly 14, 2026

Riverside City Council
July 14, 2026