South Lake Tahoe City Council
August 12, 2025

MONITORING
Federal and state grant management rules require that the OTS staff maintain regular contact via telephone/virtual calls, email/written correspondence and on-site visits with subrecipients throughout the course of the grant period to ensure compliance with federal and state statutes, regulations and procedures.

Grants administered by the OTS are subject to monitoring based on a number of criteria including dollar amount of the award, the capabilities and experience of the subrecipient’s personnel, complexity of the grant, contractual services with or without a non-profit agency, risk assessment, new subrecipient, indications of problems, previous GPR or audit findings, and/or change in grant direction. This monitoring includes not only the review and approval of claims, QPRs and other documents submitted by the subrecipient, but also ongoing outreach through desk monitoring and/or on-site visits.

The intent of this outreach is to develop a relationship with the subrecipient, address grant management-related questions, provide technical assistance, and identify and help address problems and/or concerns. Any documentation generated as a result of this contact is placed in the subrecipient’s grant file.

Grant Performance Review
The Grant Performance Review (GPR) is designed to be instructive, not disruptive, and to foster information exchange and partnership. The OTS Grant Coordinators conduct a GPR after receipt of at least the first Quarterly Performance Report and a claim with expenditures.

The OTS may schedule a telephone, virtual, or onsite review at an agreed upon time with the subrecipient in advance, and the OTS Grant Coordinator will provide information to the subrecipient to help the staff prepare for the review.

During the review, goals, objectives and tasks are reviewed to determine if the project is being implemented as outlined in the approved grant application.

This review is also used to determine if the subrecipient is satisfying and adhering to grant agreement terms and conditions. The financial review includes an examination of the agency and grant-specific financial documents and issues related to the implementation and performance of the grant.

While conducting the GPR, the OTS Grant Coordinator completes the GPR in GEMS noting any issues and the subrecipient’s response. If, following the OTS review, there are fiscal follow-up action items, the subrecipient will be notified in writing and a corrective action plan will be requested. The OTS will track subrecipient’s progress in implementing the plan and taking corrective action.

In the event the issue(s) cannot be resolved, the OTS may request an audit be 911

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conducted by the California Department of Finance. (For more information, refer to Audits in the Grant Requirement section in this manual.) If any disallowed costs are identified during the GPR, the OTS will reduce the subrecipient’s next grant claim invoice by the amount of the disallowed cost prior to payment. If the grant is closed, the OTS will invoice the subrecipient for the amount of the disallowed cost.

Equipment
A subrecipient must submit an Equipment Recertification Report (OTS-25a) to the OTS every two years from the date of acquisition. This report includes the same information as the Equipment Report as described in the Subrecipient Responsibilities, Equipment section, but also includes a description of the method used for determining current fair market value, whether the fair market value is more or less than$10,000, and that the equipment is being used for federally-sponsored activities. The report also certifies that the information provided is complete and accurate to the best of the subrecipient’s knowledge, in compliance with 2 CFR Part 200.313 and 23 CFR 1200.31(d), and that the OTS will be contacted immediately after discovery of any grant equipment loss.

Beginning with 2018 FFY grants, equipment purchases were documented in GEMS. The Equipment Recertification Report will also be completed in GEMS. A reminder letter or email will be sent through GEMS to the subrecipient to ensure compliance.

PUBLIC INFORMATION & EDUCATION
Public Education and Information (PE&I) falls into two categories:

Educational – materials that educates and informs an audience such as activity books, coloring books, brochures, and posters.

Promotional – material that promotes, supports or enhances efforts and directly relates to the project objective such as key chains, onboard signs, mugs, pencils, magnets, and litter bags. The State of California and NHTSA does NOT allow grant funds to be used for this purpose.

Subrecipients that use federal highway safety funds to produce educational material must receive approval from the OTS Public Information Officer (PIO) prior to production. Additionally, subrecipients that use non-federal highway safety funds to produce PI&E materials must receive written approval from the OTS Public Information Officer in order to use any OTS logo. Subrecipients should 912

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allow sufficient time for approval; they should contact their OTS Grant Coordinator for assistance.

Subrecipients should also advise vendors that all materials used in production of public outreach materials (i.e., data, plates, digital files, camera-ready artwork, designs, concepts, photographs, video and audio) paid for with grant funds are the property of the subrecipient and the OTS. The OTS reserves the right to use materials developed by the subrecipient and/or contractor.

All educational materials produced using grant funds must include the OTS logo or the logo from another program unless otherwise determined by the OTS (i.e., Click it or Ticket), and the following message:

Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration.

Inclusion of the logo and/or funding line should not interfere with the primary traffic safety messaging. Questions regarding the inclusion, size or placement of either logo or funding statement should be directed to the OTS PIO.

All published research and reports developed with highway safety grant funds must include the following disclosure statement:

This report was prepared in cooperation with the California Office of Traffic Safety (OTS). The opinions, findings and conclusion expressed in this publication are those of the author(s) and not necessarily those of the OTS.

Advertising & Public Relations
All press releases discussing the kick-off of a grant and/or grant-funded activity must be approved by the OTS Public Information Officer prior to dissemination even if the subscriber uses a pre-approved press release template(s) available on the OTS website. Approval is also required for all original press releases and press releases developed using the OTS templates that the subrecipient has significantly modified. The subrecipient should email the draft press release to [email protected] at least seven days in advance of the announcement or event and copy the appropriate OTS Grant Coordinator.

A subrecipient must coordinate media and kick-off events with their OTS Grant Coordinator and notify OTS 21 days in advance of any traffic safety event considered highly publicized or anticipated media coverage.

Grant funds may be used to purchase paid advertising (i.e., television, radio, cinema, Internet, print, outdoor). However, special reporting documents are required, and costs must be displayed as a separate “paid media” line item in 913

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the grant budget. Additionally, federally funded public service announcements (PSAs) or video materials intended for television broadcast must be closed captions. A subrecipient should contact their OTS Grant Coordinator for more information on paid advertising.

Copyrights/Trademarks
The OTS reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal or state government purposes the following:
• The copyright/trademark in any work developed under a grant, sub grant or contract under a grant or sub grant.
• Any rights of copyright/trademark to which a subrecipient or contractor purchases ownership with grant funds.

WITHHOLDING, DISALLOWANCE, REDUCTION, TERMINATION AND/OR DENIAL OF

GRANT FUNDS
The OTS Grant Coordinator has the responsibility of recommending to the OTS Director the cancellation of any grant, which is not being implemented in accordance with applicable federal and state laws or the terms, certification and/or assurances in the signed grant agreement. Additionally, the OTS will withhold or disallow grant payments, reduce or terminate grant funds and/or deny future grant funding to any subrecipient that fails to comply with any term or condition of the grant agreement or program guidelines. This may include, but are not limited to, failure to submit acceptable and timely draft and final grant agreements, claims, quarterly reports and/or objective data points; and failure to comply with the Single Audit Act requirement.

Should the OTS deem it necessary to reduce or terminate grant funds, the Authorizing Official will first receive a letter citing unacceptable grant discrepancies, required corrective action and the penalty for not rectifying the discrepancies by the specified deadline. If corrective action is not taken by the deadline specified in the letter, the stated penalty will be imposed.

Payment for allowable costs up to the date of termination or reduction of grant funds will be subject to negotiation and availability of federal funds.

Termination Requested by the Subrecipient
Grant agreements may be rescinded upon written request by the subrecipient.

The letter must be signed by one of the Authorizing Officials of the grant agreement.
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DISPUTES/DISAGREEMENTS
Any dispute, disagreement or questions of fact concerning a grant should be handled with the OTS Grant Coordinator assigned to that grant in consultation with managerial staff. All final decisions will be put in writing and distributed to all concerned parties as well as maintained in the subrecipient’s grant file. The subrecipient may then proceed with the performance of the grant in accordance with that decision.

If a subrecipient disagrees with a decision made by the OTS Grant Coordinator, an appeal may be made to the OTS Director. The appeal must be made in writing within 30 days of the Grant Coordinator’s decision and sent to the OTS by certified mail. No legal action may be taken by the subrecipient without following these steps.
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APPENDIX A - CERTIFICATIONS AND ASSURANCES

01 APPENDIX A - CERTIFICATIONS AND ASSURANCES FOR HIGHWAY SAFETY GRANTS Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants (23 U.S.C. Chapter 4 and 41 U.S.C. Sec. 1906, Pub. L. 109-59, as Amended By Sec. 25024, PUB. L. 117-58)
The Governor is the responsible official for the administration of the State highway safety program through a State highway safety agency that has adequate powers and is suitably equipped and organized (as evidenced by appropriate oversight procedures governing such areas as procurement, financial administration, and the use, management, and disposition of equipment) to carry out the program. (23 U.S.C. 402(b)(1)(A)) Each fiscal year the State of California must sign a Certifications and Assurances document that it complies with all Federal requirements including applicable statutes and regulations that are in effect during the grant period. These Certifications and Assurances are submitted in the Annual Grant Application in support of the State’s application for Sections 1906, 402, and 405 grants.

Requirements that also apply to subrecipients are noted below.

Failure to comply with applicable Federal statutes, regulations, and directives may subject Subrecipients Agency officials to civil or criminal penalties and/or place the State in a high-risk subrecipients status in accordance with 2 CFR Part 200.205 - 200.207.

The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Subrecipient’s Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following:

General Requirements:
• 23 U.S.C. Chapter 4 – Highway Safety Act of1966, as amended • Sec. 1906, Pub. L. 109-59, as amended by Sec. 25024, PUB. L. 117-58 • 23 CFR Part 1300—Uniform Procedures for State Highway Safety Grant Programs
• 2 CFR Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
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01 • 2 CFR Part 1201 - Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards

NONDISCRIMINATION
(applies to all subrecipients as well as States)
The State highway safety agency [and its subrecipients] will comply with all Federal statutes and implementing regulations relating to nondiscrimination (“Federal Nondiscrimination Authorities”). These include but are not limited to:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (entitled Non-discrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
• 28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973,(29 U.S.C. 794 et seq ), as amended, (prohibits discrimination on the basis of disability) and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age);
• The Civil Rights Restoration Act of 1987, (Pub. L. 100-209) (broadens scope, coverage and applicability of Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252). The Age Discrimination
Act of 1975 (42 U.S.C. 6101 et seq.) and Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794 et seq.), by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal aid recipients, subrecipients and contractors, whether such programs or activities are Federally- funded or not);
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01 • Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131- 12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR Part 37 and Part 38; • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (prevents discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations); and • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency ((requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency (LEP)); (70 FR 74087-74100). • Executive Order 13985, Advancing Racial Equity and Support for Underserved Communities through the Federal Government (advancing equity across the Federal Government); and
• Executive Order 13988, Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation (clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation).

The preceding statutory and regulatory cites hereinafter are referred to as the “Acts” and “Regulations,” respectively.

GENERAL ASSURANCES
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:
“No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, for which the Recipient receives Federal financial assistance from DOT, including NHTSA.” The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI of the Civil Rights Act of 1964 and other non-discrimination requirements (the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all 918

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APPENDIX A - CERTIFICATIONS AND ASSURANCES

01 programs and activities of the Recipient, so long as any portion of the program is Federally assisted.

SPECIFIC ASSURANCES
More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program:

1. The Recipient agrees that each “activity,” “facility,” or “program,” as defined in § 21.23 (b) and (e) of 49 CFR part 21 will be (with regard to an “activity”) facilitated, or will be (with regard to a “facility”) operated, or will be (with regard to a “program”) conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations.

2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source:
“The [name of Recipient], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.”

3. The Recipient will insert the clauses of appendix A and E of this Assurance (also referred to as DOT Order 1050.2A) in every contract or agreement subject to the Acts and the Regulations.

4. The Recipient will insert the clauses of appendix B of DOT Order 1050.2A, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient.

5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith.

6. That where the Recipient receives Federal financial assistance in the form of, or for the acquisition of, real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property.

7. That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties:
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01 a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.

8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods:
a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property.

9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub- grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance.

10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance.

By signing this ASSURANCE, the State highway safety agency also agrees to comply (and require any sub-recipients, sub-grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing NHTSA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by NHTSA. You must keep records, reports, and submit the material for review upon request to NHTSA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance.
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APPENDIX A - CERTIFICATIONS AND ASSURANCES

01 The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Highway Safety Grant Program. This ASSURANCE is binding on the State highway safety agency, other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Highway Safety Grant Program. The person(s) signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient.

THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103)
The Subgrantee will provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace, and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug-free awareness program to inform employees about:

1. The dangers of drug abuse in the workplace;

2. The grantee's policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation, and employee assistance programs;

4. The penalties that may be imposed upon employees for drug violations occurring in the workplace;

5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph (a);
c. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will—

1. Abide by the terms of the statement;

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction;
d. Notifying the agency within ten days after receiving notice under subparagraph (c)(2) from an employee or otherwise receiving actual notice of such conviction;
e. Taking one of the following actions, within 30 days of receiving notice under subparagraph (c)(2), with respect to any employee who is so convicted—

1. Taking appropriate personnel action against such an employee, up to and including termination;
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01 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;
f. Making a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above.

POLITICAL ACTIVITY (HATCH ACT)
(Applies to subrecipients as well as States)
The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508) which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds.

CERTIFICATION REGARDING FEDERAL LOBBYING
(Applies to subrecipients as well as States)
Certification for Contracts, Grants, Loans, and Cooperative Agreements:

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

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

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

3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
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APPENDIX A - CERTIFICATIONS AND ASSURANCES

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

RESTRICTION ON STATE LOBBYING
(Applies to subrecipients as well as States)
None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect (e.g., “grassroots”) lobbying activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
(applies to all subrecipients as well as States)

INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION (STATES)

1. By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the 923

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01 department or agency may terminate this transaction for cause or default or may pursue suspension or debarment.

4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.

6. The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction.

7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/).

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 924

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01 10.Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate the transaction for cause or default.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS—PRIMARY TIER COVERED TRANSACTIONS

1. The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this
application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

2. Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal.
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APPENDIX A - CERTIFICATIONS AND ASSURANCES

01 INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise 926

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01 ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/).

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION—LOWER TIER COVERED TRANSACTIONS

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
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01 BUY AMERICA
(applies to subrecipients as well as States)
The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation.

CERTIFICATION ON CONFLICT OF INTEREST
(applies to subrecipients as well as States)

GENERAL REQUIREMENTS
No employee, officer, or agent of a State or its subrecipient who is authorized in an official capacity to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any subaward, including contracts or subcontracts, in connection with this grant shall have, directly or indirectly, any financial or personal interest in any such subaward. Such a financial or personal interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or personal interest in or a tangible personal benefit from an entity considered for a subaward.

Based on this policy:

1. The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents.
a. The code or standards shall provide that the recipient's officers, employees, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential subawardees, including contractors or parties to subcontracts. b. The code or standards shall establish penalties, sanctions, or other disciplinary actions for violations, as permitted by State or local law or regulations.

2. The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct.
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01 DISCLOSURE REQUIREMENTS
No State or its subrecipient, including its officers, employees, or agents, shall perform or continue to perform under a grant or cooperative agreement, whose objectivity may be impaired because of any related past, present, or currently planned interest, financial or otherwise, in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities.

Based on this policy:

1. The recipient shall disclose any conflict of interest identified as soon as reasonably possible, making an immediate and full disclosure in writing to NHTSA. The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict.

2. NHTSA will review the disclosure and may require additional relevant information from the recipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict.

3. Conflicts of interest that require disclosure include all past, present, or currently planned organizational, financial, contractual, or other interest(s) with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities, and which are related to this award. The interest(s) that require disclosure include those of any recipient, affiliate, proposed consultant, proposed subcontractor, and key personnel of any of the above. Past interest shall be limited to within one year of the date of award. Key personnel shall include any person owning more than a 20 percent interest in a recipient, and the officers, employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.

PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States)
The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists.
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01 POLICY ON SEAT BELT USE
In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Grantee is encouraged to adopt and enforce onthe-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety (NETS), a public-private partnership dedicated to improving the traffic safety practices of employers and employees. You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org. The NHTSA website (www.nhtsa.gov) also provides information on statistics, campaigns, and program evaluations and references.

POLICY ON BANNING TEXT MESSAGING WHILE DRIVING
In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10, Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving company-owned or rented vehicles, Governmentowned, leased or rented vehicles, or privately-owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting while driving. 930

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APPENDIX B – MANDATORY DISCLOSURES
2 CFR Part 200.113 and Appendix XII
The non-Federal entity or applicant for a Federal award must disclose, in a timely manner, in writing to the Federal awarding agency or pass-through entity all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Non-Federal entities that have received a Federal award including the term and condition outlined in appendix XII to this part are required to report certain civil, criminal, or administrative proceedings to SAM (currently FAPIIS). Failure to make required disclosures can result in any of the remedies described in § 200.339. (See also 2 CFR part 180, 31 U.S.C. 3321, and 41 U.S.C. 2313.)
Appendix XII to Part 200-Award Term and Condition for Recipient Integrity and Performance Matters
A. Reporting of Matters Related to Recipient Integrity and Performance

1. General Reporting Requirement
If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110–417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111–212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available.

2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
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a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government;
b. Reached its final disposition during the most recent five-year period; and
c. Is one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more;
(3) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph

2.c.(1), (2), or (3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (iii) The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations.

3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded.
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4. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings.

5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes—
(1) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and
(2) The value of all expected funding increments under a Federal award and options, even if not yet exercised.
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APPENDIX C – LAW ENFORCEMENT AGENCIES

PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (Applies to subrecipients as well as States)
The State and each subrecipients will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create check points that specifically target motorcyclists. Public Law 129 - 1510, SEC. 4007

RACIAL PROFILING
All subrecipient law enforcement agencies shall comply with California law regarding profiling. Penal Code section 13519.4, subdivision (e), defines “racial profiling” as the “practice of detaining a suspect based on a broad set of criteria which casts suspicion on an entire class of people without any individualized suspicion of the particular person being stopped.” Then, subdivision (f) of that section goes on to provide, “A law enforcement officer shall not engage in racial profiling.”

VEHICLE PURSUITS
The State actively encourages all relevant law enforcement agencies in the State to follow the guidelines established for vehicular pursuits issued by the International Association of Chiefs of Police that are currently in effect. (23 U.S.C. 402(j))

USE OF FUNDS
Traffic enforcement personnel and any equipment funded under this grant agreement shall be dedicated solely to grant supported enforcement tasks unless a criminal offense is committed in the officer’s presence; a response to an officer in distress is initiated, and or a riot requires that all available enforcement personnel be committed in response.

Nothing in the grant agreement shall be interpreted as a requirement, formal or informal, that a particular police officer issue a specified or predetermined number of citations in pursuance of the goals and objectives hereunder. 934

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APPENDIX D – GENERAL TERMS & CONDITIONS, STATE CERTIFICATIONS (As referenced in the grant agreement)
Terms and conditions, when applicable, are incorporated by reference and made a part of, but not necessarily limited to, the following documents: grant agreements, subgrants, contracts, subcontracts, interagency agreements, invitations for bid, and requests for proposal for goods or services for which the OTS grant funding reimbursement is requested. It is understood and agreed by the subrecipient that grant funds received as a result of this grant agreement are subject to all applicable federal and state regulations, rules, guidelines, policies and laws and to the following applicable controls, terms and consideration expressed in the OTS Grant Program Manual.

Federal certifications and assurances are included in (APPENDIX A) of this Grants Management Manual. The following laws apply to persons or entities doing business with the State of California.

1. Administrative Support and Statement of Intent
This program has full support of the authorizing agency, and every effort will be made to continue the activities after the grant conclusion. If required by local governance, the city council or the board of supervisors will endorse this grant through a resolution.

2. Air or Water Pollution Violation
Under the State laws, the subrecipient or contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

3. Amendment
No amendment or variation of the terms of this agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the grant agreement is binding on any of the parties. (Reference: DGS Standard Agreement “General Terms and Conditions,”). Grant agreement revisions are allowed in accordance with the guidelines detailed in the OTS GPM. All appropriate documentation required to request a grant revision must be submitted timely to Grantor.
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4. Americans With Disabilities Act.

Subrecipient or contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 USC 12101 et seq.)

5. Antitrust Claims
The subrecipient by signing this grant agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the subrecipient shall comply with the requirements of the Government Code sections set out below.
a. The Government Code chapter on antitrust claims contains the following definitions:
(1) “Public purchase” means a purchase by means of competitive bids of goods, services, or materials by the state or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
(2) “Public purchasing body” means the state or the subdivision or agency making a public purchase. (Reference: GC §4550)
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Chapter1 Part 15 [Title 15 Commerce and Trade, Chapter 1, Monopolies and Combinations in Restraint of Trade, Section 15, Suits by Persons Injured]) or under the Cartwright Act (Chapter 2 ) commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. (Reference: GC §4552)
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the 936

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expenses incurred in obtaining that portion of the recovery. (Reference:

GC§4553)
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. (Reference: GC§4554)

6. Approval
This grant agreement is of no force or effect until signed by both parties and approved by the Office of Traffic Safety. Subrecipient or contractor may not commence performance until such approval has been obtained. (Reference: California Department of General Services (DGS) Standard Agreement “General Terms and Conditions,”)

7. Assignment
This grant agreement is not assignable by the subrecipient, either in whole or in part, without the consent of the Office of Traffic Safety in the form of a formal written amendment. (Reference: DGS Standard Agreement “General Terms and Conditions”.

8. Audits and Access to Records
Subrecipient agrees that the California Office of Traffic Safety, the National Highway Traffic Safety Administration, or their designated representative(s), shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this grant agreement.

Subrecipient agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Subrecipient agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, subrecipient agrees to include a similar right of the state to audit records and interview staff in any subcontract related to the performance of this agreement. (Reference: GC § 8546.7, Public Contract Code (PCC § 10115 et seq., California Code of Regulations (CCR Title 2, §1131.2).

9. Availability of Funds
Reimbursement of approved grant expenditures is contingent upon the subrecipient complying with all grant requirements and the appropriation of sufficient funds by the federal government and the California Office of Traffic Safety. OTS does not represent or guarantee the availability of federal 937

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highway safety funds for initial or subsequent year funding. If during the term of the grant federal funds are reduced or eliminated, OTS may immediately terminate or reduce the grant award upon written notice to the subrecipient’s Authorizing Official.

Once a grant has been awarded and becomes effective, OTS reimburses the subrecipient for expenditures related to approved activities. Only costs incurred within the approved grant period and that do not exceed the federally obligated funds as indicated in the agreement are reimbursed. The goals and objectives outlined in the grant should be accomplished during the grant period and within the approved budget.

OTS has the option to void the agreement under the thirty-day cancellation clause or to amend the contract to reflect any reduction in funds (Reference: SCM, Vol. 1, 3.11.) Funds are awarded under Catalog of Federal Domestic Assistance (CFDA) Numbers. The specific funding source is identified on the grant budget.

10. Byrd Anti-Lobbying Amendment (31 USC 1352)
Subrecipients who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 USC 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier-to-tier up to the recipient.

11. Child Support Compliance Act
“For any grant agreement in excess of $100,000, the subrecipient acknowledges in accordance with Public Contract Code (PCC § 7110), that:
a. The subrecipient recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
b. The subrecipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California 938

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Employment Development Department.” (Reference: DGS Standard Agreement “General Terms and Conditions,”)

12. Clean Air Act and the Federal Water Pollution Control Act (33 USC 1251 et seq.), as amended. Grants of amounts in excess of $100,000 shall contain a provision that requires the subrecipient to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 USC 1251 et seq.). Violations shall be reported to the federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

13. Compensation
The consideration to be paid subrecipient, as provided herein, shall be in compensation for all of subrecipient’s expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. (Reference: DGS Standard Agreement “General Terms and Conditions”)

14. Competition
No subrecipient shall draft, or cause to be drafted, any invitation to bid or request for proposal, in connection with the awarding of a consulting services contract, in such a manner as to limit the bidding directly to any one bidder.

At least three competitive bids or proposals shall be secured for each consulting services contract. (Reference: PCC § 10340)

15. Conflict of Interest
Subrecipient or contractor needs to be aware of the following provisions regarding current or former state employees. If subrecipient or contractor has any questions on the status of any person rendering services or involved with the agreement, the awarding agency must be contacted immediately for clarification.

Current State Employees (PCC 10410)
a. No officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity, or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.
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Former State Employees (PCC 10411)
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving state service.

If subrecipient or contractor violates any provisions of above paragraphs, such action by subrecipient or contractor shall render this agreement void. (PCC 10420)
Members or boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (PCC 10430(e))

16. Contracts
Subrecipients may enter into contract(s) to perform applicable provisions of this grant agreement. The subrecipient is responsible for ensuring that all activities delegated to contractors are in support of this grant agreement. (1) Consultants and/or contractors shall be selected in accordance with the subrecipient agency procurement policies and procedures in order to comply with the terms of this Agreement and in accordance with the OTS GPM.

The subrecipient consultant and/or contractor are subject to all applicable terms and conditions and are bound by the applicable certifications of the grant agreement and 2 CFR Part 200.

CA OTS is not obligated to make any payment under any agreement prior to final execution or outside the terms of the contract period.

Contractor or subrecipient agency expenditures incurred prior to final contract execution are taken at the risk of that contractor/subrecipient agency and will be considered unallowable if that agreement/contract is not executed.
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(2) Nothing contained in this grant agreement shall create any contractual relation between the State and any contractors, and no contract shall relieve the subrecipient of its responsibilities and obligations hereunder.

Subrecipient agrees to be as fully responsible to the State for the acts and omissions of its contractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the subrecipient. The subrecipient’s obligation to pay its contractors is an independent obligation from the State’s obligation to make payments to the subrecipient. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any contractor.

17. Contractor Certification Clauses:

The Contractor Certification Clauses contained in the Department General Services document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

18. Contractor (Independent)
Contractor, and the agents and employees of contractor, in the performance of this grant agreement, shall act in an independent capacity and not as officers or employees or agents of the state. (Reference: DGS Standard Agreement “General Terms and Conditions”)

19. Convict/Forced Labor
No foreign-made equipment, materials, or supplies furnished pursuant to this contract may be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. (Reference: PCC § 6108)

20. Copyrights (41 CFR 105-71.134)
The federal awarding agency reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes:(a) The copyright in any work developed under a grant or contract; and (b) Any rights of copyright to which a subrecipient or a contractor purchases ownership with grant support. (Reference: 41 CFR 105-71.134)

21. Corporate Qualifications to Do Business in California When agreements are to be performed in the State by corporations, the authorizing agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the State are fulfilled.
“Doing business” is defined in Revenue and Taxation Code (R&TC) Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to 941

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taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.

Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling or verifying on the website of the Office of the Secretary of State.

22. Davis-Bacon Act, as amended (40 USC 3142)
When required by federal program legislation, all construction contracts awarded by the recipients and sub recipients of more than $2,000 shall include a provision for compliance with the Davis-Bacon Act (40 USC 3142) and as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction”). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the federal awarding agency.

23. Disadvantaged Business Enterprise/Small Business Affirmative Steps Subrecipients and contractors will take all necessary affirmative steps to assure that disadvantaged business enterprises (DBE), as defined in 49 CFR Section 26.5, and labor surplus area firms are used when possible. Affirmative steps shall include:
a. Placing qualified DBEs and small businesses on solicitation lists. b. Assuring that DBEs and small businesses are solicited whenever they are potential sources.
c. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and DBEs. d. Establishing delivery schedules, where the requirement permits, which encourage participation by small and DBEs.
e. Using the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the U.S. Department of Commerce.
f. Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed above. (Reference: 2 CFR 200.321) 942

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24. Disclosure Requirements
a. Any document or written report prepared for or under the direction of a state or local agency, which is prepared in whole or in part by nonemployees of such agency, shall contain the contract numbers and the dollar amounts of all contracts and subcontracts relating to the preparation of such document or written report when the total cost for such work performed by non-employees of the agency exceeds five thousand dollars ($5,000). The contract and subcontract numbers and dollar amounts shall be set forth in a separate section of each such document or written report. b. When multiple documents or written reports are the subject or product of the contract, the total contract amount is deemed to represent the compensation for those multiple documents or written reports. (Reference: GC § 7550)

25. Disputes.

Contractor shall continue with the responsibilities under this grant agreement during any dispute. (Reference: DGS Standard Agreements “General Terms and Conditions,”)

26. Document Retention and Access
The subrecipient certifies that it will comply with the retention and access requirements for records established by 2 CFR Subpart D - 200.334-200.338.

The required records and documentation relating to the grant and/or subcontract shall be retained for a minimum of three years after the starting date of the retention period as defined in Section 200.334. The OTS or their authorized representative shall have the right of access to any books, documents, papers, or other records of subrecipients or contractors which are pertinent to the grant and/or contract, in order to make audits, examinations, excerpts, and transcripts. The right of access is not limited by the required retention period and shall last as long as the records are retained.

27. Domestic Partners
For agreements over $100,000 executed or amended after January 1, 2007, the subrecipient certifies that it is in compliance with Public Contract Code section 10295.3

28. Drug-Free Workplace Requirements:

Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
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a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)

29. Energy Efficiency
It is understood the grant applicant will purchase only energy efficient equipment, whenever possible and appropriate.

30. Equal Employment Opportunity
All grant agreements shall contain a provision requiring compliance with E.O. 11246, and E.O. 11375“Equal Employment Opportunity,” as amended by E.O. 11478, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, and Department of Labor.”

31. Equipment
Equipment acquired under this grant agreement for use in highway safety program areas shall be used and kept in operation for highway safety purposes by the state; or the state, by formal agreement with appropriate officials of a political subdivision or state agency, shall cause such equipment to be used and kept in operation for highway safety purposes. (Reference 23 CFR 1200.31)
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32. Expatriate Corporations
Subrecipient or contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

33. Financial Management System
The subrecipient or contractor, will comply with all applicable state, local, and federal procurement procedures and will maintain a financial management system that complies with the minimum requirements of 2 CFR Part 200 Subpart D - 200.303.

34. Gender Identity:

For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code Section 10295.35.

35. Governing Law
This contract is governed by and shall be interpreted in accordance with the laws of the State of California. (Reference: DGS Standard Agreement “General Terms and Conditions,”)

36. Indemnification
Subrecipient agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by contractor in the performance of this agreement. (Reference: DGS Standard Agreement “General Terms and Conditions,”).

37. Intangible Property
a. The subrecipient may copyright any work that is subject to copyright and was developed, or for which ownership was purchased, under award.

The California Office of Traffic Safety and the National Highway Traffic Safety Administration reserve a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for federal purposes, and to authorize others to do so.
b. Subrecipients are subject to applicable regulations governing patents and inventions, including government-wide regulations issued by the Department of Commerce at 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements.”
c. The federal government has the right to:
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(1) obtain, reproduce, publish or otherwise use the data first produced under an award; and
(2) authorize others to receive, reproduce, publish, or otherwise use such data for federal purposes.
d. Freedom of Information Act
(1) In addition, in response to a Freedom of Information Act (FOIA) request for research data relating to published research findings produced under an award that were used by the federal
government in developing an agency action that has the force and effect of law, the federal awarding agency shall request, and the subrecipient shall provide, within a reasonable time, the research data so that they can be made available to the public through the procedures established under the FOIA. If the federal awarding agency obtains the research data solely in response to a FOIA request, the agency may charge the requester a reasonable fee equaling the full incremental cost of obtaining the research data.

This fee should reflect costs incurred by the agency, the recipient, and applicable sub recipients. This fee is in addition to any fees the agency may assess under the FOIA (5 USC 552(a)(4)(A)).
(2) The following definitions apply for purposes of paragraph (d) of this section:
(i) Research data is defined as the recorded factual material commonly accepted in the scientific community as necessary to validate research findings, but not any of the following:
preliminary analyses, drafts of scientific papers, plans for future research, peer reviews, or communications with colleagues. This “recorded” material excludes physical objects (e.g., laboratory samples). Research data also do not include:
(A) Trade secrets, commercial information, materials necessary to be held confidential by a researcher until they are
published, or similar information which is protected under law; and
(B) Personnel and medical information and similar information the disclosure of which would constitute a clearly
unwarranted invasion of personal privacy, such as
information that could be used to identify a particular person in a research study.
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(ii) Published is defined as either when:
(A) Research findings are published in a peer-reviewed scientific of technical journal; or
(B) A federal agency publicly and officially cites the research findings in support of an agency action that has the force and effect of law.
(iii) Used by the federal government in developing an agency action that has the force and effect of law is defined as when an agency publicly and officially cites the research findings in support of an agency action that has the force and effect of law.
e. Title to intangible property and debt instruments acquired under a grant or contract vests upon acquisition in the recipient. The recipient shall use that property for the originally-authorized purpose, and the recipient shall not encumber the property without approval of the federal awarding agency. When no longer needed for the originally authorized purpose, disposition of the intangible property shall occur in accordance with the provisions of 2 CFR Subpart D - 200.315.

38. Labor Code/Workers’ Compensation
Subrecipient or contractor needs to be aware of the provisions which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions, and subrecipient or contractor affirms to comply with such provisions before commencing the performance of the work of this agreement. (Labor Code Section 3700)

39. Limited English Proficiency
The grant applicant will take reasonable steps to ensure meaningful access by persons with limited English proficiency to the information and services provided through federal financial assistance.

40. Logos
The OTS logo will appear on all promotional materials where appropriate and practical. Contact the appropriate OTS Coordinator for copies.

41. Loss Leader
If this subrecipient agreement involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code (BPC 17130). (Reference: PCC § 10344(e) 947

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42. Progress Schedule
Subrecipients entering into a contractual agreement for consultant services totaling five thousand dollars ($5,000) or more shall include detailed criteria and a mandatory progress schedule. (Reference: PCC § 10371(c))

43. Progress Payments
Subrecipients may provide for progress payments to consultants/contractors for work performed or costs incurred in the performance of the contract. Not less than ten percent of the contract amount shall be withheld pending final completion of the contract and an evaluation of the contractor’s performance. If the contract consists of the performance of separate and distinct tasks, then any funds so withheld with regard to a particular task may be paid upon completion of that task and an evaluation of the contractor’s performance. (Reference: PCC § 10346)

44. National Labor Relations Board Certification
Subrecipient or contractor certifies that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against subrecipient or contractor within the immediately preceding two-year period because of subrecipient or contractor’s failure to comply with an order of a federal court which orders subrecipient or contractor to comply with an order of the National Labor Relations Board. (PCC 10296) (Not applicable to public entities.)

45. Non-Discrimination Clause:

During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a-f) et seq.), the regulations promulgated thereunder (Cal. Code Regs., Title. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. 948

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Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (Cal. Code Regs., Title 2, §11105)

46. Non-Duplication of Grant Funding
The grant applicant has no ongoing or completed grants under agreement with other federal funding sources which duplicate or overlap any work contemplated or described in this traffic safety grant. It is further agreed that any pending or proposed request for other federal grant funds which would duplicate or overlap work under this traffic safety grant will be revised to exclude any such duplication of grant fund expenditures. It is understood that any such duplication of federal fund expenditures subsequently determined by audit will be subject to recovery by the Office of Traffic Safety.

47. Non-Enforcement Supplanting Avoidance
Non-enforcement salaried and hourly personnel assigned to this grant are conducting a new traffic safety program not previously funded with city, county or State funding or were previously in a grant- funded position.

48. Priority Hiring Considerations
For agreements in excess of $200,000, the subrecipient, in accordance with the California Public Contracting Code § 10353, shall consider filling vacancies in positions funded by the agreement to qualified recipients of aid under WIC Chapter2 (commencing with Section 11200) of Part 3 of Division 9 of the Welfare and Institutions Code, in accordance with Article 3.9 (commencing with Section 11349) of Chapter 2 of Part 3 of Division 9 of the Welfare and Institutions Code.

This section and Article 3.9 (commencing with Section 11349) of Chapter 2 of Part 3 of Division 9 of the Welfare and Institutions Code shall not be applicable to any contracts for a grant as defined in Section 10105. (Section 10105 defines a grant as “. . . the erection, construction, alteration, repair or improvement of any state structure, building, road, or other state improvement of any kind which will exceed a total cost calculated pursuant to subdivision (b).”
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This section and Article 3.9 (commencing with Section 11349) of Chapter 2 of Part 3 of Division 9 of the Welfare and Institutions Code shall not be construed so as to do any of the following:
a. Interfere with or create a violation of the terms of valid collective bargaining agreements.
b. Require the subrecipient to hire an unqualified recipient of aid. c. Interfere with, or create a violation of, any federal affirmative action obligation of a contractor for hiring disabled veterans or veterans of the Vietnam era.
d. Interfere with, or create a violation of, the requirements of Section 12990 of the Government Code. (Reference: PCC § 10353)

49. Recycling Certification
The subrecipient shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

50. Resolution
Upon request, a county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the grant agreement.

51. Rights to Inventions Made Under a Contract or Agreement Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the federal government and the recipient in any resulting invention in accordance with 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.

52. Single Audit Act Certification
The OTS is the agency responsible for administering California’s’ federal highway safety funds on behalf of the Governor. Federal funds are provided for this grant by the United States Department of Transportation. The records and supportive documentation for all completed grants are subject to an on-site audit and OTS reserves the right to inspect and review during normal 950

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working hours the work product of any independent auditor in support of their audit.

The subrecipient certifies that it will comply with the Single Audit Act of 1984 (31 U.S.C. Chapter 75 - 7501-7506 et seq.), as amended, which requires the following:
a. State or local governments that receive $750,000 or more a year in federal financial assistance shall have an audit made in accordance with the Office of Management and Budget (2 CFR Subpart F - 200.501).
b. State or local governments that receive less than $750,000 a year shall be exempt from compliance with the Act and other federal audit requirements.
c. Nothing in this paragraph exempts State or local governments from maintaining records of federal financial assistance or from providing access to such records to Federal Agencies, as provided for in federal law or in Circular A-133 “Audits of States, Local Governments and NonProfit Organizations”. d. The State Controller’s Office notifies OTS of those cities, counties, and special districts that have not submitted an audit report or have not indicated to SCO that they are exempt each fiscal year. Subrecipient agencies that are not in compliance will be notified and required to provide verification of compliance or be subject to sanctions including, reimbursement withholding or grant cancellation.

53. Solicitation
No employee of the applicant agency, the contractor, or any agency acting on behalf of the agency, may solicit or accept gratuities, favors, or anything of monetary value from contractors or potential contractors.

54. Statement of Compliance
Subrecipient has, unless exempted, complied with the nondiscrimination program requirements (GC 12990 (a-f) and CCR, Title 2, Section 11102 and 11103). (Not applicable to public entities.)

55. Subrecipient/Contractor Name Change
An amendment is required to change the subrecipient or contractor’s name as listed on this grant agreement. Upon receipt of legal documentation of the name change an amendment will be processed. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.
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56. Sweat Free Code of Conduct
All subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The subrecipient further declares under penalty of perjury that they adhere to the Sweat Free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.

The subrecipient agrees to cooperate fully in providing reasonable access to the subrecipient’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor’s compliance with the requirements under paragraph (a).

57. Termination for Cause
The State may terminate this grant agreement and be relieved of any payments should the subrecipient fail to perform the requirements of this grant agreement at the time and in the manner herein provided. (Reference: DGS Standard Agreement “General Terms and Conditions”)

58. Termination without Cause
Either party may terminate without cause upon thirty days written notice to the other party. All work performed pursuant to the contract and prior to the date of termination may be claimed for reimbursement (Reference: State Contracting Manual, Chapter 9.12).

59. Timeliness
Time is of the essence in this subrecipient agreement (Reference: DGS Standard Agreement “General Terms and Conditions,”).

60. Unenforceable Provision
In the event that any provision of this subrecipients agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this agreement have force and effect and shall not be effected thereby. (Reference: DGS Standard Agreement “General Terms and Conditions”)
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Institutions of Higher Education
The Department of General Services requirements for universities contained within the document, UTC-220 University Terms and Conditions (Effective 2/20), are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

1. Subcontracts. Subrecipient may enter into contract(s) to perform applicable provisions of this grant agreement. The subrecipient is responsible for ensuring that all activities delegated to contractors are in support of this grant agreement.

Consultants and/or contractors shall be selected in accordance with the subrecipient agency procurement policies and procedures in order to comply with the terms of this grant agreement and in accordance with the OTS GPM.

The subrecipient, consultant or contractor are subject to all applicable terms and conditions and are bound the applicable certifications of the grant agreement and 2 CFR Subpart F Appendix II and 2 CFR Subpart E 200.451whichever is applicable.

OTS is not obligated to make any payment under any grant agreement prior to final execution or outside the terms of the contract period. Contractor expenditures incurred prior to final contract execution are taken at the risk of that contractor agency and will be considered unallowable if that agreement/contract is not executed.

2. Indemnification. The University shall defend, indemnify and hold harmless the State, its officers, employees and agents from and against any and all liability, loss, expense, attorneys’ fees, or claims for injury or damages arising out of the performance of this grant agreement but only the proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the University, its respective officers, agents or employees.

In accordance with Government Code Section 895.4, the State shall defend, indemnify and hold harmless the University, its officers, employees and agents from and against any and all liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the State, its respective officers, agents or employees. 953

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APPENDIX E – DOCUMENT EXAMPLES
Personnel Activity Report (PAR)
954

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955

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Employee Time Certification
956
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 12, 2025
Agenda Item #:5
Agenda Item: Public Works Department Annual Report 2024 Executive Summary: The Public Works Department has completed its fourth Annual Report for 2024.

Requested Action / Suggested Motions: Receive and File.

Responsible Staff Member: Anush Nejad, Director of Public Works Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report - Annual Report 2024.docx
02-PW Annual Report 2024.pdf
957
Council Agenda Report August 12, 2025 Page 1 of 1
City of South Lake Tahoe
Report to City Council
Meeting Date: August 12, 2025
Title: Public Works Department Annual Report 2024
Location: Public Works
Responsible Staff Member: Anush Nejad, Director of Public Works – (530) 542-6031 Background: This is the Public Works Department’s fourth annual report summarizing its accomplishments in 2024.

Issue and Discussion: The Public Works Department has delivered or is in the process of delivering over $120 million in capital improvement programs, the largest in the City’s history. The Department also hired two new Associate Engineers to deliver the Capital Improvement Program projects. As outlined in the attached 2024 Annual Report, a significant number of departmental goals were accomplished.

Financial Implications: None
Environmental Considerations: Not a project. This is an annual report is not subject to review under the California Environmental Quality Act (CEA) under CEQ Guiles section 15378 (b) (2) (Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment).

Policy Implications: This report is a benchmark for future annual activities and goals. 958
Annual Report 2024

PUBLIC WORKS
959
Public Works Department
Annual Report 2024
Administration
Fleet Services
Facilities Maintenance
Streets/Snow Maintenance
Stormwater
Airport
Capital Improvement Program
Engineering
960
The Public Works Department core services consist of
several Divisions: Administration, Engineering, Storm
Water Management, Facilities, Streets/Snow, Fleet Services and Airport.

These operating divisions provide core services in support of the City’s strategic initiatives, including: capital project implementation, storm water management,
compliance with municipal storm water discharge
permit, roadway maintenance, snow removal, road
rehabilitation, maintenance of facilities, preservation of City facilities, provision of safe public spaces, and fleet services supporting City operations. These services support other Departments, including Police, Fire, Parks and Recreation and Airport.

The Public Works Department is funded through multiple funding sources including the General Fund, Gas Taxes, State and Federal Grants, Assessment Districts, Permits and Inspection fee revenues. Grant funding has helped to offset costs and reduce the Department’s general fund budget. While grants have significantly helped offset the cost of implementing priority capital improvement projects, the Public Works Department is also focused on determining asset maintenance needs and evaluating funding options for infrastructure repair as a strategic priority.
961
Public Works Administration
Supports all Divisions within the Public
Works Department and is usually the
first contact with citizens. In 2024, PW
Administration received 646 requests
through the asset management program.

PW Administration is also accountable
for fiscal oversight including budget
preparation, franchise agreements, procurement, clerical support, human resources requirements, regulation of CFR 49 for employees with Commercial Driver’s License, DMV Pull Notice Program, Random Alcohol Drug Testing Program
and liaison to other agencies, joint powers, coalitions, advisory committees, and task forces.

Administration - Anush Nejad
962
2024-25 Org Chart
963
Phil Harwood is the Maintenance
Manager responsible for the Fleet
Services.
 Fleet Services recorded 9,754
hours maintaining 391 vehicles
and pieces of equipment. Two
fuel sites are in operation and
99,390 gallons of diesel and unleaded were dispensed for city vehicle usage.
 Fleet has just had are
spring time public auction for surplus equipment. It has earned the City $105,000 that
will go back to vehicle
replacement fund.
 For 2025 six new vehicles and equipment
were purchased and
received into the City’s
fleet for a total of
$1,336,018, including
two new street sweepers.

Fleet Services—Phil Harwood
964
965
 In 2012, the City of South Lake Tahoe, Fleet Services earned the Blue Seal of Excellence from the National Institute for Automotive Service Excellence and has maintained the award for 13 years. 966
Travis Shindelbower is the Maintenance
Manager responsible for the Facilities
Maintenance.

The Facilities Maintenance Operations
performs a variety of maintenance services
to repair, replace, develop, and
maintain along with management of contractors and services for the City’s various facilities and assets, including city buildings,
Airport, walkway and parking lot lighting,
underground pumps at Colorado Court and
other infrastructure.

The Division maintains 51 separate properties for a total 472,209 square feet citywide.

The Facilities team receive requests for
moving furniture to minor repairs to major
repairs.

This picture depicts typical upgrades in City
Facilities, including electrical and flooring
repairs at Lakeview Commons concession
building.

Facilities Maintenance—Travis Shindelbower
967
Facilities Maintenance
Throughout 2024 many projects were completed on City facilities:
 Procured contractors for repairs and updates on snowmelt systems at Stateline Transit Center and Parking Garage.
 Installed Pelican smart thermostats at several facilities to help with energy savings and early detection of faults.
 Replaced bay heaters at 7 facilities.
 Worked with contractors, School District, Liberty and others to stage a temporary warming room at the middle school.
 Built modular gas shelters around gas meters throughout the City to protect them from winter weather.
 Helped manage and facilitate the City parking garage rehabilitation and retrofit.  Assisted contractors with radio infrastructure installs.  HVAC replacements at Ice Arena, Senior Center, PD, TTD Maintenance shop, FS 2, FS3 and others.
968
 Troubleshoot and repaired walkway
lights throughout the City and replace damaged poles and fixtures.  HVAC repairs at nearly all facilities
with contractor assistance and inhouse staff.

Facilities Maintenance
City Staff, along with the support of local
contractors, completed interior updates at
Fire Station 3
Fire Station 3 Before and After
Photos
969
Luis Olmedo is the Maintenance
Manager responsible for the
Streets and Snow Operations.

Street Maintenance provides
maintenance for 259 lane miles
of road, maintains over 7,700
signs and post markers, inspects
cleans and maintains 2,000+
drainage inlets, vaults, infiltration
Street Maintenance—Luis Olmedo
970
The City of South Lake
Tahoe Council recognized Pride Month and
voted to paint certain
sidewalks with pride
recognition colors.
 A crosswalk was painted for
Pride Month and a Red,
White and Blue Bike Path.
 A 75’ trench was dug
to complete the electrical for the block
heaters at Rufus Allen.
 In 2024, there were
10,288 staff time hours
for snow removal and
sanding.

Street Maintenance/Snow Removal
971
Stormwater
The Engineering Division is responsible for the City’s Stormwater Management Program in ensuring compliance with the National Pollutant Discharge Elimination System (NPDES) Tahoe Municipal Permit for Stormwater/Urban Runoff Discharges from the City of South Lake Tahoe.

The City completed maintenance on several stormwater basins and ditches. Before winter, each stormwater basin in the City of South Lake Tahoe was surveyed to determine maintenance needs, including but not limited to vegetation and sediment removal around inlets/ outlets, debris removal, trash cleanup, and erosion control work. 972
Stormwater
The Lake Tahoe Total Maximum Daily Load (TMDL) requires that the City achieve specific reductions of fine sediment and nutrient particles in urban runoff to restore and protect the clarity of Lake Tahoe. The City is on track to comply with the milestones to demonstrate compliance with the required reductions as shown in the Lake Clarity Crediting Program. Through modeling and field inspections, credits are registered to verify the effectiveness of street sweeping and stormwater treatment systems from preventing sediment and nutrients from entering the lake. For 2024, the City exceeded the target of 647 credits, securing a total of 653 credits. This puts the City in a strong position to meet the same target of 647 credits by September 30, 2025. 973
Airport
The Airport successfully completed the Pavement Maintenance and Rehabilitation Project for all taxiways and ramps.
974
Airport
The Flight Deck Golf & Grill Restaurant located in the Airport Terminal opened in July 2025. This will help increase air traffic for Lake Tahoe Airport .

The Airport Master Plan is in second phase of the approval, environmental documentation are moving forward and should be completed in 2025.

Precision Approach Path Indicators (PAPI) project is starting in July 2025 and expected to be finished by the end of July 2025. This navigational aid is vital for flight safety.
975
Our snow removal operation quality is increasing. Runway snow clearing time is decreasing, that is helping us to capture more air traffic. Operations in winter have improved dramatically.

Airport
976
The city has implemented a true cohesive team oriented approach to the establishment of our current capital improvement program. This has been accomplished through the utilization of software (EasyCIP) .

Projects are forwarded to the team by a sponsoring department or division. Being aware that there are always more project proposals submitted than can be funded within the annual budget, the CIP Development team conducts a project ranking process. The 2024-25 CIP is estimated at $120 million, the highest in City’s history.

Capital Improvement Program (CIP)
977
CIP
978
CIP
979
Engineering Department is responsible for implementation of Capital Improvement Program and applying for grant funds.

The following are some of accomplishments of the Engineering Department in 2024.

The 2024 Road Rehabilitation Project included pavement resurfacing portions of Needle Peak, Regina Rd., Saddle Rd., Keller and 10th Street. Project work included new asphalt concrete paving, resetting utility castings to grade, and new pavement striping.

Engineering
• 2024 Road Rehab
980
Engineering
The Upper Bijou Park Creek Watershed Restoration Project is a watershed-scale project seeking to address water quality and flooding issues in a phased approach to provide treatment for urban runoff from roadways, commercial and residential areas in an approximately 850-acre watershed that discharges to Lake Tahoe via the Ski Run Marina.

The overall Project contains nine different projects within the Bijou Park Creek watershed:

Rockwood to Blackwood Drainage Improvements, SEZ Enhancement, Shirley to Whole Foods, Bijou School Frontage Drainage Improvements, Aloha Basin, Tamarack Culvert, Needle Peak Localized Treatment, Ski Run Diversion, and Osgood Basin Expansion.

Due to funding limitations, each of the projects will likely need to be bid out and constructed as standalone projects. The City is working on obtaining grants to construct the unfunded projects. Final design on unfunded projects is currently in process. Two of the projects, Rockwood to Blackwood Drainage Improvements and Aloha Basin are being constructed in • Upper Bijou Park Creek Watershed Restoration Project
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• Tahoe Valley Stormwater
and Greenbelt Improvement
Project, Phase 1
Progress in greenbelt area
Engineering
During the2024 construction season, Tahoe Valley Stormwater and Greenbelt Improvement Project, Phase 1 continued.

This included installation of new storm
drain and water quality basins in the Bonanza neighborhood on Bonanza Avenue, D Street, and F Street, and downstream of
James Avenue at 3rd Street to Tahoe Keys
Boulevard. Implementation of phase 1 improvements resumed in May 2025 and is anticipated to be complete by September. This project included repaving the portions of Bonanza Avenue, D Street, and F Street here storm drain improvements were completed.
• Tahoe Valley Stormwater
and Greenbelt Improvement Project, Phase 2
Phase 2 of the Tahoe Valley Stormwater
and Greenbelt Improvement Project was
awarded in November 2024 and began
construction in May 2025. This project includes new recreational elements, multiuse paths, boardwalks, and water quality basins in the greenbelt area behind The
Crossings. It is anticipated to be complete
at the end of the construction season.

Completed water quality basin on D Street between
Margaret Avenue and Dedi Avenue, functioning over
the winter of 2024-2025
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Vision Zero Action Plan
Engineering
The Vision Zero Action Plan will be
treated as a dynamic, living document.

A thorough evaluation of the effectiveness of implemented strategies will be essential for informing future updates
and engaging key stakeholders through
the Task Force and public outreach
efforts will be crucial to gathering feedback and identifying areas for improvement or modification.

The City of South Lake Tahoe received a grant for the development of a Vision Zero Action Plan in June
2023 from the United States Department of Transportation. With these funds, the City was able to develop a
holistic, well-defined strategy with
the goal of preventing roadway fatalities and serious injuries by the year 2035.

The Vision Zero Action Plan lists new
projects based on evolving needs and
information as well as completed
projects and progress made to date
related to traffic safety that will continue to be addressed. 983
Engineering: Active Grants
Caltrans CMAQ Pioneer Trail Ped Upgrades Acquisition. $ 300,000 Caltrans ATP Pioneer Trail Ped Improv PH 2 $1,200,000
Caltrans- CMAQ, RSTP Pioneer Trail Ped Upgrade, Construction $2,157,000 Caltrans HSIPL (Zs30) Pioneer Trail Edna St. Upgrades $ 49,500 Caltrans HSIPL (ZS30 Pioneer Trail Edna St. Construction $ 103,590 Caltrans Sustainable Transportation Planning $ 420,517
State Water Resource Board Tahoe Valley Greenbelt $6,922.904 Calif. Tahoe Conservancy Tahoe Valley Greenbelt $ 550,000 Calif. Tahoe Conservancy Tahoe Valley Greenbelt $1,000,000 TRPA Tahoe Valley Greenbelt Improvements $ 725,000
Lahontan Regional Water Tahoe Valley Greenbelt Improvements $ 80,000 Calif. Tahoe Conservancy Dennis Machida Memorial Trail Planning $ 800,000 State CA HCD Bijou Connector Multi Use Trail $ 977,000
USFS LT Basin Mngt Unit Bijou Park Restoration $ 750,000 USFS LT Basin Mngt Unit Bijou Park Creek Restoration Const. $1,000,000 FHWA USDOT Vision Zero Action Plan $ 200,000
HCD AHS Strategic Growth Bike and Ped Improvements $2,422,543 ARPA Services Center Maintenance/Repair $ 80,000
ARPA Skate Park Renovations $ 250,000
ARPA Planning Greenway Ph 1 $ 256,037
ARPA Bijou Park Creek Restoration $ 482,655
ARPA New Recreation Center $2,203798
TOTAL $ 22,730,544
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 12, 2025
Agenda Item #:6
Agenda Item: Award Furniture, Fixtures & Equipment Contract for New Multigenerational Recreation and Aquatic Center
Executive Summary: On March 25, 2025, City Council approved $1,470,531 towards the procurement of furniture, fixtures and equipment (FF&E) for the new Recreation & Aquatics Center. The new Recreation & Aquatics Center has many locations that require FF&E. Staff worked with Meteor Education to FF&E to furnish the different spaces throughout the building. Meteor provided staff with a quote for $237,875.80 for the purchase, storage, delivery and installation of the FF&E.

Requested Action / Suggested Motions: Pass a Motion authorizing the Mayor Pro Tem to execute the Professional Services Agreement with Meteor Education in the amount of $237,875.80 for the purchase, delivery, storage and installation of the furniture, fixtures and equipment for the new Multigenerational Recreation and Aquatic Center.

Responsible Staff Member: John Stark, Director of Parks & Recreation Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report-Contract with Meteor Education for FFE 7.30.25.docx 02-Agreement with Meteor Education 8.1.25.docx
03-Meteor Cooperative Purchasing Agreement
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City Council Agenda Report August 12, 2025 Page 1 of 1
City of South Lake Tahoe
Report to City Council
Meeting Date: August 12, 2025
Title: Award of Professional Services Agreement with Meteor Education to Purchase, Store and Install Furniture, Fixtures & Equipment at the New Multigenerational Recreation and Aquatic Center
Location: Citywide
Responsible Staff Member: John Stark, Director of Parks & Recreation Background: On March 25, 2025, City Council approved $1,470,531 towards the procurement of furniture, fixtures and equipment (FF&E) for the new Recreation & Aquatics Center. The new Recreation & Aquatics Center has many locations that require FF&E. Staff worked with Meteor Education to FF&E to furnish the different spaces throughout the building.

Meteor provided staff with a quote for $237,875.80 for the purchase, storage, delivery and installation of the FF&E.

Issue and Discussion: Meteor holds a cooperative agreement through the Region 10 Education Service Center solicited RFP R10-1176. As stated in the RFP, this solicitation was to result in one or more cooperative (commonly known as “piggybackable”) contracts. In order to utilize the contract, agencies must reference the contract R10-1176K on official purchase documentation that allows public sector entities to utilize their master agreement to procure this FF&E.

Meteor will provide the FF&E, storage, delivery and installation.

Financial Implications: The total cost of the FF&E delivery, storage and installation is not to exceed $237,875.80, as outlined in the attached Professional Service Agreement. The project will be funded from the New Rec Center FF&E Account 301-70023.

Environmental Considerations: This is not a “project” subject to review under the California Environmental Quality Act (CEQA) Guidelines section 15378(b)(2) (continuing administrative or maintenance activities, such as purchases for supplies) Policy Implications: This action is consistent with the 2025-2030 Strategic Plan Strategic Priority 7.1 complete the new Recreation and Swim Complex and maintain the current complex in the meantime and 7.7 Continue to improve access for people of all abilities to all public spaces. 986

ACITY OF SOUTH LAKE TAHOE

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of the 12 day of August 2025 by and between the City of South Lake Tahoe, a municipal corporation (“City”) and Meteor Education, LLC (“Consultant”).

RECITALS
A. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement.

B. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

C. City desires to retain Consultant to render professional services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Consultant shall perform the services set forth in this agreement and shall provide said services at the time, place, and in the manner specified in this agreement. Consultant shall have no power or authority by this Agreement to bind City in any respect.

The Consultant agrees that it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

All services provided by Consultant pursuant to this Agreement will be provided in accordance with the terms set forth in the Exhibit A, “Scope of Services,” attached hereto and incorporated herein by reference. Exhibit B, “Compensation Schedule,” attached hereto and incorporated herein by reference, outlines the fees and compensation which shall be paid pursuant to this Agreement.

2. Term/Time of Performance. The services by Consultant are to commence upon the execution of the Agreement and continue for one year. 987

3. Compensation. Compensation to be paid to Consultant shall be in accordance with the Schedule set forth in Exhibit B which is attached hereto and incorporated herein by reference. In no event shall Consultant’s compensation, including travel and out-of-pocket expenses, exceed $237,875.80 without additional written authorization from City. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment. Payment is contingent upon compliance with all terms and conditions of this Agreement, as set forth herein. Consultant shall obtain prior written authorization from the City Project Manager for any costs in excess of budgeted amounts for each line item, task, or obligation under the Scope of Services.

4. Prevailing Wages Required. Pursuant to the provisions of California Labor Code, Sections 1770 to 1780, inclusive thereof, Consultant, and any subcontractor, of any tier, shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Consultant must comply with all applicable requirements set forth in Division 2, Part 7, Chapter 1. Attention is specifically directed to the following sections of the California Labor Code: Prevailing Wage Requirements (§§ 1771.5 and 1776); Apprentices (§1777.5); Working Hours (§§1810 to 1815); Workers’ Compensation (§ 1860); and Protection of Workers in Trench Excavations (§§ 6705 and 6707). In accordance with Labor Code section 1771.5, that the Project is subject to monitoring and enforcement by the Department of Industrial Relations pursuant to 8 Cal. Code Reg. §§16450 through 16464, including the obligation to furnish certified payroll records directly to the Division of Labor Standards Enforcement’s Compliance Monitoring Unit (CMU), using the CMU’s electronic certified payroll reporting (eCPR) system.

Pursuant to the provisions of California Labor Code Section 1773.2, Consultant is hereby advised that copies of the prevailing rate of per diem wages and a general prevailing rate for holidays, Saturdays and Sundays and overtime work in the locality in which the Work is to be performed for each craft, classification, or type of worker required to execute the Agreement, are on file in the City's office. Consultant agrees that not less than said prevailing rates shall be paid to workers employed on this public works contract as required by Labor Code Section 1774. These rate determinations are found on the State of California 988
Department of Industrial Relations' website at:
http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm. Pursuant to the provisions of California Labor Code Section 1813, Consultant or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker employed in the execution of the Agreement by the respective Consultant or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract and shall report them to the Division of Labor Standards Enforcement.

5. Method of Payment. Consultant shall submit monthly billings to City describing the work performed during the preceding month. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, the applicable hourly rate, and a description of any reimbursable expenditures. City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff.

6. Extra Work. At any time during the term of this Agreement, City may request that Consultant perform extra work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, extra work without prior written authorization from City.

7. Termination. This Agreement may be terminated by City or Consultant immediately for cause or without cause upon thirty days (30) days written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination, and City shall be entitled to all work performed to that date. 989
Termination, revocation, or expiration of this Agreement shall not release either party from liability resulting from an event which occurred prior to such termination, revocation or expiration.

8. Ownership of Documents.

All plans, studies, documents and other writings, including working notes and internal documents, prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, shall become the property of City upon payment to Consultant for such work, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. All documents prepared by Consultant are confidential and shall be maintained to preserve their confidential nature. Release of any such documents to third parties shall only be made upon written consent of City.

9. Consultant’s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant for services provided pursuant to this Agreement.
b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from records shall be available at Consultant’s address indicated for the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to City for inspection at City offices when it is practical to do so. Otherwise, 990
unless an alternative is mutually agreed upon, the receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to City and that the records and documents be maintained at City offices. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.

10. Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of City.

Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City’s employees, and Consultant hereby expressly waives any claim it may have to any such rights. All employees, agents, contractors or subcontractors hired or retained by Consultant are employees, agents, contractors or subcontractors of Consultant and not of the City.

City is not required to make any deductions or withholdings form the compensation payable to Consultant under the provisions of this Contract, and is not required to issue W-2 Forms for income and employment tax purposes for any of Consultant’s assigned personnel. Any third party persons employed by Consultant shall be entirely and exclusively under the direction, supervision, and control of Consultant. Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Contract.

11. Interest of Consultant. Consultant, (and principals, associates and professional employees of consultant) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the 991
performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. Will not serve in a staff capacity and will conduct research and arrive at conclusions with respect to their rendition of information, advice, recommendation or counsel independent of the control and direction of City or of any City official, other than normal agreement monitoring; and,
b. Possesses no authority with respect to any city decision beyond rendition of information, advice, recommendation or counsel. [FPPC Reg. 18700.3(a)].

12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.

13. Compliance with Laws. Consultant shall comply with all applicable federal, state, regional and local laws, codes, ordinances and regulations in carrying out their duties under this Agreement. Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Agreement. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section.

In the event it is determined that the Consultant is required to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all penalties and wages as required by law.
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14. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. If Consultant will be physically present in the City of South Lake Tahoe to perform some or all of the services, Consultant shall maintain a City of South Lake Tahoe business license at all times services are performed under this Agreement. Consultant acknowledges that payments made pursuant to this Agreement may be withheld until this provision has been satisfied.

15. Indemnity. Consultant hereby agrees to and shall indemnify and hold harmless City, its elected and appointed boards, officers, agents, employees and volunteers from and against any liability for any and all claims, demands, actions, losses, damages and injuries, direct or indirect (including any and all costs and expenses in connection therein), arising out of this Agreement or caused in any way by Consultant’s negligent performance of this Agreement or its breach of its obligations contained in this Agreement, except for any such claims arising out of the negligence or willful misconduct of the City.

Consultant agrees to defend City from and against any and all losses, damages, claims costs and fees arising out Consultant’s negligent acts, errors, omissions, regarding this Agreement, the Consultant’s work under this Agreement, or the consultant’s Scope of Work.

City does not, and shall not, waive any rights against Consultant which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by City, or the deposit with City by Consultant, of any of the insurance policies hereinafter set forth.

This hold harmless agreement by Consultant shall apply to all damages and claims for damages, or alleged to have been suffered, by reason of any of the aforesaid operation of Consultant or any subcontractor, regardless of whether such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

Consultant further waives any and all rights to any type of express or implied indemnity or right of contribution from the City for any liability, claims, 993
demands, costs, charges and expenses and causes of action of whatsoever arising out of or in any way connected with this Agreement, and consultant’s work under this Agreement.

16. Insurance Requirements.
a. Consultant, at Consultant’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies.
i. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for their employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers’
Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation of all Workers’ Compensation policies must be received by City at least thirty (30) days prior to such change. Consultant shall provide thirty (30) days written notice of nonrenewal of any Workers’ Compensation policies. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work
performed by Consultant for City.
ii. Commercial General Liability Coverage. Consultant shall maintain commercial general liability insurance no less broad than ISO form CG 00 01 in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. Coverage must be made on
the standard Occurrence form. Claims-Made forms are not acceptable without prior written consent of City. City of South Lake Tahoe must be endorsed as an additional insured for liability arising out of ongoing operation by on behalf of Consultant. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general
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aggregate limit shall be at least twice the required
occurrence limit. An endorsement providing completed
operations coverage for the City, ISO form CG 20 37 (or equivalent) is also required.
iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and nonowned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant or by its employees, or subcontractors. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit per occurrence basis.
v. Cyber Liability Coverage. Consultant shall maintain cyber liability insurance with limits not less than one million dollars ($1,000,000) per claim, two million dollars ($2,000,000) aggregate. Coverage shall be sufficiently broad to sufficiently broad to respond to the duties and obligations as is
undertaken by Vendor in this agreement and shall include, but not limited to, claims involving security breach; system failure; data recovery; business interruption; cyber extortion; social engineering; infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Vendor’s policy shall be primary and shall 995
not seek contribution from the City’s coverage, shall contain a waiver of subrogation in favor of the City, and shall be endorsed to provide that City and its officers, officials, employees, agents, and volunteers are additional
insureds. Any failure to comply with the reporting provisions of the policy by Vendor shall not affect coverage provided to the City. If Vendor maintains broader coverage and/or higher limits than the minimums listed above, City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a AM Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional
insured’s under Consultant’s General Liability and Automobile Liability policies with respect to liability arising out of this Agreement and/or work performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work or operations.
ii. This policy shall be considered primary insurance as respects City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by City, including any self-insured retention City may have, shall be considered excess insurance only and shall not contribute with it.
iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each,
except with respect to the limits of liability of the insuring Consultant.
iv. The insurer waives all rights of subrogation against City except for Consultant’s Professional Liability and Employers’ Liability 996
policies, its elected or appointed officers, officials, employees or agents.
v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. No policies of insurance carried by Consultant shall be suspended, voided, canceled, or changed in coverage or in limits except after thirty (30) days written notice to the City Attorney by Certified Mail.
c. Deductibles and Self-Insured Retentions. The Consultant shall be responsible for all deductibles in all of Consultant’s insurance policies.

The amount of deductibles for insurance coverage required herein shall be reasonable and approved by the City Attorney.
d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Consultant shall not commence work under this contract until all insurance required under this section has been approved by City as to form, amount and carrier, nor shall Consultant allow any subcontractor to commence work on any subcontract until all similar insurance required and reasonably consistent limits of the subcontractor has been so obtained and approved. Certificates of insurance shall contain no exclusions unless negotiated with the City Attorney and approved, in writing, by the City Attorney.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
Provide a copy to: City Attorney’s Office
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City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
If to Consultant: Gina La Bier, Director of Market Development 1318 E. Shaw, Suite 415
Fresno, CA 93710

18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in the Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law.

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

20. Dispute Resolution. Any dispute concerning this Agreement will be first submitted to the City Manager or his designee for resolution. If no resolution is reached, such dispute shall be submitted to the City Council. The decision of the City Council shall be final and shall be appealable only to the El Dorado Superior Court pursuant to California Code of Civil Procedure §1094.5, and as provided by law.

21. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in the Superior Courts in the County of El Dorado, South Lake Tahoe Division.
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22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any Consultant or person, other than the independent contractors hired in accordance with Consultant’s standard business practice, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid, nor has it agreed to pay any Consultant or person, other than a bona fide employee working solely for Consultant or an independent contractor hired as discussed above, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of ancestry, age, color, disability, genetic information, gender expression, gender identity, marital status, medical condition, military or veteran status, national origin, race, religion, reproductive health decision making, sex/gender, or sexual orientation. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

24. Anti-Lobbying Certification. Consultant shall submit to City the Anti-Lobbying Certification contained in Exhibit C. Further, Consultant shall require that the language of the certification in Exhibit C be included in all contracts or subcontracts entered into in connection with this Agreement and that all Consultants and contractors shall certify and disclose accordingly.

25. Debarment, Suspension, Ineligibility and Voluntary Exclusion. By signing this Agreement, Consultant assures that neither it nor its principals, is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.

26. Americans with Disabilities Act. By signing this Agreement, Consultant assures the City that it complies with the American with Disabilities Act (ADA) of 1990, 999
(42 U.S.C. 12101, et. seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to ADA.

27. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

28. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

29. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.

30. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

31. Time is of the Essence. Time is of the essence for this Agreement.

32. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement.

Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE: CONSULTANT:

By___________________________ By ________________________________ Cody Bass, Mayor Pro Tem Gina La Bier, Director of Market Development Date __________________________ Date _____________________________ Business License # ___332528_
APPROVED AS TO FORM:

By____________________________ Date ________________________________ Heather Stroud, City Attorney
ATTEST:

By______________________________ Date ________________________________ Susan Blankenship, City Clerk
Attachments:

Exhibit A – Scope of Services
Exhibit B – Compensation Schedule
Exhibit C - Anti-Lobbying Certification
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EXHIBIT A
Scope of Services
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1003
1004
1005
1006
1007
1008
1009
1010
1011
1012
1013
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EXHIBIT B

SCHEDULE OF CHARGES AND TIMELINE
BUDGET
Estimated fees (not to exceed) $231,223.24
Product $185,676.96
Freight $10,151.76
Tax $18,604.22
Install $16,790.30
Prevailing Wage $6,652.56
TOTAL (not to exceed) $237,875.80

TIMELINE
 Invoice upon delivery of product to the new Recreation & Aquatics Center.  Product to be delivered and installed following issuance of Temporary Occupancy Permit (Date to be Determined in January or February 2026)
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EXHIBIT C

ANTI-LOBBYING CERTIFICATION
Consultant shall submit to City this certification prior to or at the time of the execution of this Agreement.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty not less than $10,000 and no more than $100,000 for such failure.

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

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

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

Consultant:

Gina La Bier, Director of Market Development
By:________________________________________
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Equalis Group Contract Information Sheet
Contract Information
Awarded Vendor: Meteor Education, LLC
Contract Number: R10-1176K
Effective Date: July 1, 2025
Initial Term Expiration Date: June 30, 2028
Renewable Through: June 30, 2030
RFP ProcessInformation
RFP Number: RFP R10-1176
RFP Title: Technology Software, Equipment, Services and Related Solutions Dates Advertised: March 7 &15, 2025
# of Vendors that Requested RFP: 189
Questions Due: March 27, 2024
Amendments Issued: March 22 & April 7, 2025
Public Bid Opening Date and Time: April 17, 2025, 2:00 pm CT # of Responses Submitted: 53
Number of Awarded Vendors: 19
Date of Board Approval: June 18, 2025
Evaluation Criteria
Products/Pricing (35 Points)
Performance Capability (25 Points)
Qualifications and Experience (25 Points)
Commitment to Members (15 Points)
Summary
Region 10 Education Service Center solicited RFP R10-1176 in accordance with Texas State procurement laws as outlined in TEC 44.031. As stated in the RFP, this solicitation was to result in one or more cooperative (commonly known as “piggybackable”) contacts for use by Equalis Group members in addition to Region 10 ESC. In reviewing responses, Region 10 ESC determined that a multiple award was justified to satisfy the needs outlined in the RFP for the national Equalis membership.

Contract Features:
• There is no fee to public agencies for membership in Equalis Group or the usage of Equalis Group contracts.
• This procurement followed all the guidelines of 2 CFR 200 (commonly known as Uniform Guidance or “EDGAR” requirements in Texas), which explicitly encourages the use of cooperative purchasing to increase efficiencies (2 CFR 200.318e). Agencies using the contract should still conduct their own Cost/Price Analysis in compliance with 2 CFR 200.324a.
• In order to utilize the contract, agencies must reference the contract on their PO or other official purchase documentation to connect their individual purchase with Region 10’s public competitive solicitation process.

For any questions or concerns, please contact:

Clint Pechacek, Purchasing Consultant, [email protected], 972-348-1184 Your Local Equalis Representative: Find them here
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SECTION THREE: PART A – VENDOR CONTRACT AND GENERAL TERMS AND

CONDITIONS

VENDOR CONTRACT AND SIGNATURE FORM
This Vendor Contract and Signature Form (“Contract”) is made as of July 1, 2025, by and between (“Vendor”) and Region 10 Education Service Center (“Region 10 ESC”) for the purchase of Furniture and Storage Related Products and Services (“the products and services”).

RECITALS
WHEREAS, both parties agree and understand that the following pages will constitute the contract between the successful vendor(s) and Region 10 ESC, having its principal place of business at Education Service Center, Region 10, 400 E Spring Valley Rd, Richardson, TX 75081 WHEREAS, Vendor agrees to include, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that if agreed to by Region 10 ESC, said exceptions or deviations will be incorporated into the final contract “Vendor Contract.” WHEREAS, this contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WHEREAS, the Vendor Contract will provide that any state, county, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agencies or non-profit organization may purchase products and services at prices indicated in the Vendor Contract upon registering and becoming a Member with Region 10 ESC; and it being further understood that Region 10 ESC shall act as the Lead Public Agency with respect to all such purchase agreements. This process may be referred to as “piggybacking”, “cooperative purchasing”, “joint powers”, or other terminology depending on the specific state or agency location.

WHEREAS, Equalis Group has the administrative and legal capacity to administer purchases on behalf of Region 10 ESC under the Vendor Contract with participating public agencies and entities, as permitted by applicable law.

1. ARTICLE 1 – GENERAL TERMS AND CONDITIONS

1.1 Equalis Group shall be afforded all of the rights, privileges and indemnifications afforded to Region 10 ESC under the Vendor Contract, and such rights, privileges and indemnifications shall accrue and apply with equal effect to Equalis Group, including, without limitation, Vendor’s obligation to provide insurance and other indemnifications to Lead Public Agency.

1.2 Awarded vendor shall perform all duties, responsibilities and obligations, set forth in this agreement, and required under the Vendor Contract.

1.3 Equalis Group shall perform its duties, responsibilities and obligations as administrator of purchases, set forth in this agreement, and required under the Vendor Contract.

MeTEOR Education, LLC
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1.4 Customer Support: The vendor shall provide timely and accurate technical advice and sales support to Region 10 ESC staff, Equalis Group staff and participating agencies. The vendor shall respond to such requests within one (1) working day after receipt of the request.

2. ARTICLE 2 – ANTICIPATED TERM OF AGREEMENT

2.1 Term: The term of the Contract shall commence upon award and shall remain in effect for a period of three (3) years, unless terminated, canceled or extended as otherwise provided herein. The Contractor agrees that Region 10 ESC shall have the right, at its sole option, to renew the Contract for two (2) additional one-year periods or portions thereof. In the event that Region 10 ESC exercises such rights, all terms, conditions and provisions of the original Contract shall remain the same and apply during the renewal period with the possible exception of price and minor scope additions and/or deletions.

2.2 Automatic Renewal: Renewal will take place automatically for one (1) year unless Region 10 ESC gives written notice to the awarded supplier at least ninety (90) days prior to the expiration.

3. ARTICLE 3 – REPRESENTATIONS AND COVENANTS

3.1 Scope: This contract is based on the need to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to schools and other Members.

3.2 Compliance: Cooperative Purchasing Agreements between Equalis Group and its Members have been established under state procurement law.

3.3 Vendor’s promise: Vendor agrees all prices, terms, warranties, and benefits granted by Vendor to Members through this contract are comparable to or better than the equivalent terms offered by Vendor to any present customer meeting the same qualifications or requirements.

4. ARTICLE 4 – FORMATION OF CONTRACT

4.1 Vendor contract documents: Region 10 ESC will review proposed Vendor contract documents.

Vendor’s contract document shall not become part of Region 10 ESC’s contract with vendor unless and until an authorized representative of Region 10 ESC reviews and approves it.

4.2 Form of contract: The form of contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) to the lowest responsible respondent(s), and properly issued and reviewed purchase orders referencing the requirements of the Request for Proposal. If a vendor submitting a proposal requires Region 10 ESC and/or Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal.

4.3 Entire Agreement (Parol evidence): The contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable.

4.4 Assignment of Contract: No assignment of contract may be made without the prior written approval of Region 10 ESC. Purchase orders and payment can only be made to awarded vendor unless otherwise approved by Region 10 ESC. Awarded vendor is required to notify Region 10 ESC when any material change in operations is made that may adversely affect Members (i.e. awarded vendor bankruptcy, change of ownership, merger, etc.).

4.5 Contract Alterations: No alterations to the terms of this contract shall be valid or binding unless authorized and signed with a “wet signature” by a Region 10 ESC staff member.

4.6 Order of precedence: In the event of a conflict in the provisions of the contract as accepted by Region 10 ESC, the following order of precedence shall prevail:
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• General terms and conditions
• Specifications and scope of work
• Attachments and exhibits
• Documents referenced or included in the solicitation

4.7 Supplemental Agreements: The entity participating in the Region 10 ESC contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. Neither Region 10 ESC, Equalis Group, its agents, Members and employees shall be made party to any claim for breach of such agreement.

5. ARTICLE 5 – TERMINATION OF CONTRACT

5.1 Cancellation for cause: If, for any reason, the Vendor fails to fulfill its obligation in a timely manner, or if the vendor violates any of the covenants, agreements, or stipulations of this contract, Region 10 ESC reserves the right to terminate the contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the vendor, specifying the effective date of termination. In such event, participating Member shall retain sole ownership of all data or intellectual property provided to vendor for the performance of services, as well as any material, reports, or data which the participating Member has already paid the vendor for. Vendor shall retain sole ownership of its own intellectual property and may reclaim or otherwise remove access to any material the participating Member has not paid for. If such event does occur, then vendor will be entitled to receive just and equitable compensation for the satisfactory work completed.

5.2 Delivery/Service failures: Region 10 ESC may issue a written deficiency notice to contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the contract; ii. Providing work and/or material that was not awarded under the contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; iv. Failing to complete required work or furnish required materials within a reasonable amount of time;
v. Failing to make progress in performance of the contract and/or giving Region 10 ESC reason to believe that contractor will not or cannot perform the requirements of the contract; and/or vi. Performing work or providing services under the contract prior to receiving a purchase order for such work.

Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide a satisfactory response to Region 10 ESC. Failure to adequately address all issues of concern may result in contract cancellation. Failure to deliver goods or services within the time specified or within a reasonable time period as interpreted by the purchasing agent, or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the contract to be terminated.

5.3 Force Majeure: If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence 1024

of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

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

5.4 Cancellation for convenience: Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 90 business days after the other party receives the notice of cancellation. After the 90th business day all work will cease following completion of final purchase order. Region 10 ESC reserves the right to request additional items not already on contract at any time.

6. ARTICLE 6 – LICENSES

6.1 Duty to keep current license: Vendor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by vendor.

Vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the contract. Region 10 ESC reserves the right to stop work and/or cancel the contract of any vendor whose license(s) expire, lapse, are suspended or terminated.

6.2 Suspension or Debarment: Vendor shall provide a letter in the proposal notifying Region 10 ESC of any debarment, suspension or other lawful action taken against them by any federal, state, or local government within the last five (5) years that precludes Vendor or its employees from participating in any public procurement activity. The letter shall state the duration of the suspension or action taken, the relevant circumstances and the name of the agency imposing the suspension. Failure to supply or disclose this information may be grounds for cancellation of contract.

6.3 Survival Clause: All applicable software license agreements, warranties or service agreements that were entered into between Vendor and Customer/participating Member under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Order Fulfiller shall survive expiration or termination of the Contract.

7. ARTICLE 7 – DELIVERY PROVISIONS

7.1 Delivery: Vendor shall deliver physical materials purchased on this contract to the participating Member issuing a Purchase Order. Conforming product shall be shipped within the timeframe agreed upon by the participating Member. If delivery is not or cannot be made within the time specified by the Purchase Order the vendor must receive authorization from the participating Member for the delayed delivery, at which time the participating Member may cancel the order if estimated shipping time is not acceptable.
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7.2 Inspection & Acceptance: If defective or incorrect material is delivered, participating Member may make the determination to return the material to the vendor at no cost to the participating Member.

The vendor agrees to pay all shipping costs for the return shipment. Vendor shall be responsible for arranging the return of the defective or incorrect material.

7.3 Responsibility for supplies tendered: Vendor shall be responsible for the materials or supplies covered by this contract until they are delivered to the designated delivery point.

7.4 Shipping Instructions: Each case, crate, barrel, package, etc, delivered under this contract must be plainly labeled, securely tagged, and delivered in the place and time designated by the participating Member in their Purchase Order or by other mutual agreement.

7.5 Additional charges: Unless bought on F.O.B. “shipping point” and Vendor prepays transportation, no delivery charges shall be added to invoices except when express delivery is authorized and substituted on orders for the method specified in the contract. In such cases, the difference between freight or mail and express charges may be added to the invoice.

7.6 Buyer’s delays: Region 10 ESC will not be responsible for any late fees due the prime contractor by the participating Member. The prime contractor will negotiate with the participating Member for the recovery of damages related to expenses incurred by the vendor for a delay for which the Member is responsible, which is unreasonable, and which was not within the contemplation of the parties to the contract between the two parties.

8. ARTICLE 8 – BILLING AND REPORTING

8.1 Payments: The participating entity using the contract will make payments directly to the awarded vendor. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice.

8.2 Tax Exempt Status: Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the Vendor.

9. ARTICLE 9 – PRICING

9.1 Market competitive guarantee: Vendor agrees to provide market competitive pricing, based on the value offered upon award, to Region 10 ESC and its participating public agencies throughout the duration of the contract.

9.2 Price increase: Should it become necessary or proper during the term of this contract to make any change in design or any alterations that will increase expense, Region 10 ESC must be notified immediately. Price increases must be approved by Region 10 ESC and no payment for additional materials or services, beyond the amount stipulated in the contract, shall be paid without prior approval. All price increases must be supported by manufacture documentation, or a formal cost justification letter.

Vendor must honor previous prices for thirty (30) days after approval and written notification from Region 10 ESC if requested.

It is Vendor’s responsibility to keep all pricing up to date and on file with Region 10 ESC. All price changes must be provided to Region 10 ESC, using the same format as was accepted in the original contract.

9.3 Additional Charges: All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing.

9.4 Price reduction and adjustment: Price reduction may be offered at any time during contract.

Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all Members equally; 2) reduction is for a specific time period, normally not less than 1026

thirty (30) days; and 3) original price is not exceeded after the time-limit. Vendor shall offer Region 10 ESC any published price reduction during the contract period.

9.5 Prevailing Wage: It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser (Region 10 ESC or its Participating Members). It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate Department of Labor for any increase in rates during the term of this contract and adjust wage rates accordingly.

9.6 Administrative Fees: The Vendor agrees to pay administrative fees to Equalis Group based on the terms set in the Equalis Group Administration Agreement. All pricing submitted to Region 10 shall include the administrative fee to be remitted to Equalis Group by the awarded vendor.

9.7 Price Calculation: Cost plus a percentage as a primary mechanism to calculate pricing is not allowed.

Pricing may either be in the form of line item pricing, defined as a specific individual price on a product or service, or a percentage discount from a verifiable catalog or price list. Other discounts or incentives may be offered.

10. ARTICLE 10 – PRICING AUDIT

10.1 Audit rights: Vendor shall, at Vendor’s sole expense, maintain appropriate due diligence of all purchases made by Region 10 ESC and any participating entity that accesses this Agreement. Equalis Group and Region 10 ESC each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. In the State of New Jersey, this audit right shall survive termination of this Agreement for a period of five (5) years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller upon request. Region 10 ESC shall have the authority to conduct random audits of Vendor’s pricing that is offered to eligible entities at Region 10 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 10 ESC is made aware of any pricing being offered to eligible agencies that is materially inconsistent with the pricing under this agreement, Region 10 ESC shall have the ability to conduct an extensive audit of Vendor’s pricing at Vendor’s sole cost and expense. Region 10 ESC may conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 10 ESC or Equalis Group.

11. ARTICLE 11 – PROPOSER PRODUCT LINE REQUIREMENTS

11.1 Current products: Proposals shall be for products and services in current production and marketed to the general public and education/government agencies at the time the proposal is submitted.

11.2 Discontinued products: If a product or model is discontinued, Vendor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.

11.3 New products/Services: New products and/or services that meet the scope of work may be added to the contract. Pricing shall be equivalent to the percentage discount for other products. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products and/or services may be added to avoid competitive procurement requirements. Region 10 ESC may require additions to be submitted with documentation from Participating Members demonstrating 1027

an interest in, or a potential requirement for, the new product or service. Region 10 ESC may reject any additions without cause.

11.4 Options: Optional equipment for products under contract may be added to the contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.

11.5 Product line: Vendors with a published catalog may submit the entire catalog. Region 10 ESC reserves the right to select products within the catalog for award without having to award all contents. Region 10 ESC may reject any addition of equipment options without cause.

11.6 Warranty conditions: All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.

11.7 Buy American requirement: Vendors may only use unmanufactured construction material mined or produced in the United States, as required by the Buy American Act. Where trade agreements apply, to the extent permitted by applicable law, then unmanufactured construction material mined or produced in a designated country may also be used. Vendors are required to check state specific requirements to ensure compliance with this requirement.

11.8 Domestic preference: Region 10 ESC prefers the purchase, acquisition, or use of goods, products, or materials produced in the United States.

12. ARTICLE 12 – SITE REQUIREMENTS

12.1 Cleanup: Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by Member. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition conducive to the Member’s business purpose.

12.2 Site Preparation: Vendor shall not begin a project for which Participating Member has not prepared the site, unless Vendor does the preparation work at no cost, or until Participating Member includes the cost of site preparation in a purchase order to the contractor. Site preparation includes, but is not limited to moving furniture, moving equipment or obstructions to the work area, installation of wiring for networks or any other necessary pre-installation requirements.

12.3 Registered sex offender restrictions: For work to be performed at schools, Vendor agrees that no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the Participating Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Vendor is also responsible for ensuring that their employees or contractors who have direct contact with students are properly fingerprinted and background checked in accordance with local state law, if applicable.

12.4 Safety measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

12.5 Smoking/Tobacco: Persons working under the contract shall adhere to local tobacco and smoking (including e-cigarettes/vaping) policies. Smoking will only be permitted in posted areas or off premises.

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some other location, for installation at a later date. An inventory of the stored materials must be provided to Participating Member with the application for payment seeking compensation for stored materials. Such materials must be stored and protected in a secure location and be insured for their full value by the vendor against loss and damage. Vendor agrees to provide proof of coverage and/or addition of Participating Member as an additional insured upon Participating Member’s request. Additionally, if stored offsite, the materials must also be clearly identified as property of buying Participating Member and be separated from other materials. Participating Member must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary.

Until final acceptance by the Participating Member, it shall be the Vendor's responsibility to protect all materials and equipment. Vendor warrants and guarantees that title for all work, materials and equipment shall pass to the Member upon final acceptance.

12.7 Maintenance Facilities and Support: It is preferred that each contractor should have maintenance facilities and a support system available for servicing and repair of product and/or equipment. If a third party is to be used to provide maintenance and support to the participating Member, Vendor must notify Region 10 ESC of that third party information. All technicians, applicators, installers shall be fully certified, trained and licensed to perform said duties.

13. ARTICLE 13 – MISCELLANEOUS

13.1 Funding Out Clause: Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:
“Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract in the subsequent fiscal year.”

13.2 Disclosures: Vendor affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

13.2.1 Vendor has a continuing duty to disclose a complete description of any and all relationships that might be considered a conflict of interest in doing business with Members in Equalis Group.

13.2.2 Vendor affirms that, to the best of his/her knowledge, the offer was arrived at independently, and was submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.

13.3 Indemnity: Vendor shall protect, indemnify, and hold harmless both Region 10 ESC and Equalis Group and its Members, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of Vendor, Vendor employees or Vendor subcontractors in the preparation of the solicitation and the later execution of the contract, including any supplemental agreements with Members. Any litigation involving either Region 10 ESC or Equalis Group, its administrators and employees and agents shall be in a court of competent jurisdiction in Dallas County, Texas. Texas law shall apply to any such suit, without giving effect to its choice of laws provisions. Any litigation involving Equalis Group participating Members shall be in the jurisdiction of the participating Member.
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13.4 Franchise Tax: Vendor hereby certifies that he/she is not currently delinquent in the payment of any required franchise taxes, and shall remain current on any such franchise taxes throughout the term of this contract.

13.5 Marketing: Vendor agrees to allow Region 10 ESC and Equalis Group to use their name and logo within website, marketing materials and advertisement. Any use of the Region 10 ESC or Equalis Group name and logo or any form of publicity, inclusive of press releases, regarding this contract by Vendor must have prior approval from Region 10 ESC.

13.6 Insurance: Unless otherwise modified elsewhere in this document, prior to commencing services under this contract for a participating Member, contractor shall procure, provide and maintain during the life of this agreement comprehensive public liability insurance to include course of construction insurance and automobile liability, providing limits of not less than $1,000,000.00 per occurrence. The insurance form will be an “all risk” type of policy with standard exclusions.

Coverage will include temporary structures, scaffolding, temporary office trailers, materials, and equipment. Contractor shall pay for the deductibles required by the insurance provided under this agreement.

13.6.1 Certificates of insurance shall be delivered to the Member prior to commencement of work.

The insurance company shall be licensed to do business and write the appropriate lines of insurance in the applicable state in which work is being conducted. Vendor shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. Vendor shall require all subcontractors performing any work to maintain coverage as specified.

13.6.2 Prior to commencing any work under this contract, any subcontractor shall also procure, provide, and maintain, at its own expense until final acceptance of the work performed, insurance coverage in a form acceptable to the prime contractor. All subcontractors shall provide worker’s compensation insurance which waives all subrogation rights against the prime contractor and Member.

13.7 Subcontracts/Sub Contractors: If Vendor serves as prime contractor, it shall not enter into any subcontract subject to this solicitation without prior approval from participating Member. Any/all subcontractors shall abide by the terms and conditions of this contract and the solicitation.

13.7.1 No subcontract relationships shall be entered into with a party not licensed to do business in the jurisdiction in which the work will be performed. Contractor must use subcontractors openly, include such arrangements in the proposal, and certify upon request that such use complies with the rules associated with the procurement codes and statutes in the state in which the contractor is conducting business.

13.7.2 Contractor agrees to pay subcontractors in a timely manner. Failure to pay subcontractors for work faithfully performed and properly invoiced may result in suspension or termination of this contract. Prior to participating Member’s release of final retained amounts, Contractor shall produce verified statements from all subcontractors and material suppliers that those entities have been paid in full amounts due and owing to them.

13.8 Legal Obligations: It is the Vendor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulations must be followed even if not specifically identified herein.
[Signatures follow on Signature Form]
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PROPOSAL FORM 20: GENERAL TERMS AND CONDITIONS ACCEPTANCE FORM Signature on the Vendor Contract Signature form certifies complete acceptance of the General Terms and Conditions in this solicitation, except as noted below (additional pages may be attached, if necessary).

Check one of the following responses to the General Terms and Conditions:
 We take no exceptions/deviations to the general terms and conditions (Note: If none are listed below, it is understood that no exceptions/deviations are taken.)  We take the following exceptions/deviations to the general terms and conditions. All exceptions/deviations must be clearly explained. Reference the corresponding general terms and conditions that you are taking exceptions/deviations to. Clearly state if you are adding additions terms and conditions to the general terms and conditions. Provide details on your exceptions/deviations below:
(Note: Unacceptable exceptions shall remove your proposal from consideration for award. Region 10 ESC shall be the sole judge on the acceptance of exceptions/deviations and the decision shall be final.) X
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REQUEST FOR PROPOSAL #R10-1176 FOR:

FURNITURE AND STORAGE RELATED

PRODUCTS AND SERVICES
March 7, 2025
Section Two:

Proposal Submission, Questionnaire and
Required Forms
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Proposal Form Checklist.................................................................................................................................................................................3 PROPOSAL FORM 1: ATTACHMENT B – PRICING..........................................................................................................................4 PROPOSAL FORM 2: QUESTIONNAIRE & EVALUATION CRITERIA....................................................................................5 PROPOSAL FORM 3: CERTIFICATIONS AND LICENSES.......................................................................................................... 12 PROPOSAL FORM 4: CLEAN AIR WATER ACT .............................................................................................................................. 13 PROPOSAL FORM 5: DEBARMENT NOTICE ...................................................................................................................................14 PROPOSAL FORM 6: LOBBYING CERTIFICATION ...................................................................................................................... 15 PROPOSAL FORM 7: CONTRACTOR CERTIFICATION REQUIREMENTS ......................................................................16 PROPOSAL FORM 8: ANTITRUST CERTIFICATION STATEMENTS.....................................................................................17 PROPOSAL FORM 9: IMPLEMENTATION OF HOUSE BILL 1295 ........................................................................................18 PROPOSAL FORM 10: BOYCOTT CERTIFICATION AND RELATIONSHIPS WITH FOREIGN ENTITIES CERTIFICATION ....................................................................................................................................................................19 PROPOSAL FORM 11: RESIDENT CERTIFICATION ......................................................................................................................20 PROPOSAL FORM 12: FEDERAL FUNDS CERTIFICATION FORM...................................................................................... 21 PROPOSAL FORM 13: FEMA REQUIREMENTS............................................................................................................................... 27 PROPOSAL FORM 14: ADDITIONAL ARIZONA CONTRACTOR REQUIREMENTS....................................................30 PROPOSAL FORM 15: OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2).............................................................. 32 PROPOSAL FORM 16: NON-COLLUSION AFFIDAVIT ................................................................................................................ 33 PROPOSAL FORM 17: AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) .................................................................34 PROPOSAL FORM 18: C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM....................................................... 37 PROPOSAL FORM 19: STOCKHOLDER DISCLOSURE CERTIFICATION .........................................................................42 PROPOSAL FORM 20: GENERAL TERMS AND CONDITIONS ACCEPTANCE FORM ...........................................43 PROPOSAL FORM 21: EQUALIS GROUP ADMINISTRATION AGREEMENT ................................................................44 PROPOSAL FORM 22: OPEN RECORDS POLICY ACKNOWLEDGEMENT AND ACCEPTANCE....................45 1034
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PROPOSAL FORM 1: ATTACHMENT B – PRICING
Pricing should be entered in the attachment B Excel form provided in this RFP packet. Please reference Section 1, Part B, Instructions to Proposers, for more information on how to complete pricing.
(The rest of this page is intentionally left blank)
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PROPOSAL FORM 2: QUESTIONNAIRE & EVALUATION CRITERIA
Instructions:

Respondents should incorporate their questionnaire responses directly into the green cells below.

Failure to provide responses in this format may result in the proposal being deemed as non-responsive at the sole discretion of Region 10.

Respondents may incorporate additional documents as part of their response which may be utilized by Region 10 as part of the evaluation. Additional documents must be consolidated as part of this Section 2 at the end of your response. Vendor responses are strictly limited to 150 total pages (not including Attachment B – Pricing Excel pricesheet).

Region 10 has associated the evaluation criteria with the question that most closely aligns with that respective evaluation criteria. Region 10 reserves the right at its sole discretion to base its evaluation and specific evaluation criteria on any part of the respondent’s proposal. 1037
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The following should replace Proposal Form 3 in its entirety.

PROPOSAL FORM 3: CERTIFICATIONS AND LICENSES
Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing Respondent to perform the covered services including, but not limited to licenses, registrations or certifications.
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State of Florida
Department of State
I certify from the records of this office that METEOR EDUCATION, LLC is a limited liability company organized under the laws of the State of Florida, filed on October 2, 2008, effective October 2, 2008.

The document number of this limited liability company is L08000093733.

I further certify that said limited liability company has paid all fees due this office through December 31, 2020, that its most recent annual report was filed on May 11, 2020, and that its status is active.

Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this
the Eleventh day of May, 2020
Tracking Number: 4038125303CC
To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed.
https://services.sunbiz.org/Filings/CertificateOfStatus/CertificateAuthentication 102
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Your payment was processed. Print this tax receipt for your records. It was also sent to [email protected] Online Business Tax Receipt(1)
Business Name METEOR EDUCATION LLC
Business Tax ID 45719
This constitutes your business tax receipt for 10/1/2024 - 9/30/2025.

Your business tax(es) for the fiscal year 10/1/2024 - 9/30/2025 are as follows:

Business Categories
ID Service Name Tax
Amount Explanation of Calculations
1000 STATE LICENSE/CERTIFICATION REQUIRED $0.00
1265 CATALOGUE OR MAIL ORDER SERVICE $105.00 Business category flat fee of $105.00 1680 INTERIOR DECORATOR/DESIGNER (Commercial
and Residential) STATE LICENSE REQ. $105.00 Per item fee $105.00. Value submitted for taxation is 1.
**** Payment ($210.00) Posted on 9/9/2024
TOTAL DUE: $0.00
Please note that the maximum charge for any single service is $525 Amount Due on Monday, September 9, 2024 is $0.00
(1) This page will serve as your business tax receipt for the fiscal year 10/1/2024 - 9/30/2025.

Payments must be time-stamped by 11:59 pm on Tuesday, October 1, 2024 in order to avoid late fees.

Please, note that a home occupation permit may be required for this location, someone will contact you upon review of the information
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TYPE OF

BUSINESS

BUSINESS
NAME

BUSINESS

ADDRESS
OWNER

MAILING

ADDRESS

ACCOUNT

EXPIRES
AMOUNT

PENALTY

THIS FORM BECOMES A RECEIPT ONLY WHEN VALIDATED

TYPE OF

BUSINESS

BUSINESS
NAME

BUSINESS

ADDRESS
OWNER

MAILING

ADDRESS

THIS FORM BECOMES A RECEIPT ONLY WHEN VALIDATED

ACCOUNT

EXPIRES
AMOUNT

PENALTY
Dear Business Owner:

Your Charlotte County Local Business Tax Receipt is attached above. Please detach the receipt and display it in a place that is visible to the public and available for inspection.

The Charlotte County Local Business Tax Receipt is in addition to any other license or certificate that may be required by law and does not signify compliance with zoning, health, or regulatory requirements. The Charlotte County Local Business Tax Receipt is non-regulatory and is not an endorsement of work quality.

Your Local Business Tax Receipt is valid from October 01, through September 30, . Annual account notices are mailed in June to the address of record at that time. Any Changes to your Local Business Tax Account due to change of Business Name, Ownership, Physical Address or you are Closing your Business please contact our office at .

35.00 35.00 37826 37826

VARIOUS LOCATIONS
CHARLOTTE COUNTY, FL 00000

VARIOUS LOCATIONS
CHARLOTTE COUNTY, FL 00000

0.00 0.00 2024 2024 2024 2024 2024MUST BE DISPLAYED IN A CONSPICUOUS PLACE MUST BE DISPLAYED IN A CONSPICUOUS PLACE 35.00 35.00 SEPTEMBER 30, 2025 SEPTEMBER 30, 2025 - -
Tax Collector Receipt # Receipt # TOTAL TOTAL
RENEWAL RENEWAL Paid Paid 35.00 35.00 541690 541690 Other Scientific and Technical Consulting Services (PROVIDING EDUCATIONAL CONSU Other Scientific and Technical Consulting Services (PROVIDING EDUCATIONAL CONSU LOCAL BUSINESS TAX RECEIPT LOCAL BUSINESS TAX RECEIPT VICKIE L. POTTS METEOR EDUCATION LLC METEOR EDUCATION LLC WILLIAM I LATHAM III WILLIAM I LATHAM III / /
Charlotte County
690 NE 23RD AVE
GAINESVILLE, FL 32609-6716
690 NE 23RD AVE
GAINESVILLE, FL 32609-6716
CHARLOTTE COUNTY CHARLOTTE COUNTY INT-00066398 INT-00066398 941-743-1350 2025 2025 2025 2025 2025 07/08/2024 07/08/2024 1053
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PROPOSAL FORM 9: IMPLEMENTATION OF HOUSE BILL 1295
Certificate of Interested Parties (Form 1295):

In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code.

The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency.

The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016.

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

Filing Process:

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

The governmental entity or state agency must notify the commission, using the commission’s filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. The commission will post the completed Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency.

Information regarding how to use the filing application will be available on this site starting on January 1, 2016. https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm 1062
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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 it 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.
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Section C - Personal Identification

14. Contact Name: Cindy Sebzda 15. Title: Controller 16. Contact Email: [email protected]

17. Address: 690 NE 23rd Ave City: Gainesville State: FL Zip Code: 32609

18. Phone Number: 3524161318 Phone Extenion:

Return Search Submission
Revenue: Home | Registrations | Certifications | Tax Filings | NJBGS | Refund Policy | Contact us Treasury: Home | Services | People | Businesses | Divisions/Agencies | Forms | Contact Us Statewide: NJ Home | Services A to Z | Departments/Agencies | FAQs Copyright © State of New Jersey - Department of Treasury - Division of Revenue & Enterprise Services, 1996 - 2024 This site is maintained by the Division of Revenue & Enterprise Services Privacy Notice | Legal Statement | Accessibility Statement 1083

PROPOSAL FORM 18: 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 is available in Local Finance Notice 2006-1 (https://www.nj.gov/dca/divisions/dlgs/resources/lfns 2006.html).

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
https://www.state.nj.us/dca/divisions/dlgs/programs/pay 2 play.html They will be updated from time-to-time as necessary.
b) A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c) Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d) The form may be used “as-is”, subject to edits as described herein. e) The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly.
f) The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

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

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

1. any State, county, or municipal committee of a political party

2. any legislative leadership committee*

3. any continuing political committee (a.k.a., political action committee)

4. any candidate committee of a candidate for, or holder of, an elective office:

1. of the public entity awarding the contract

2. of that county in which that public entity is located

3. of another public entity within that county

4. 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:

5. 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

6. all principals, partners, officers, or directors of the business entity or their spouses

7. any subsidiaries directly or indirectly controlled by the business entity

8. IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law.

NOTE: This section does not apply to Board of Education contracts. * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker 1085
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List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
County Name:

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

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

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM WWW.NJ.GOV/DCA/LGS/P2P A COUNTYBASED, CUSTOMIZABLE FORM.

N/A
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PROPOSAL FORM 21: EQUALIS GROUP ADMINISTRATION AGREEMENT Requirements for Master Agreement To be administered by Equalis Group Attachment A, Equalis Group Administrative Agreement is used in administering Master Agreements with Region 10 and is preferred by Equalis Group. Redlined copies of this agreement should not be submitted with the response. Should a respondent be recommended for award, this agreement will be negotiated and executed between Equalis Group and the respondent. Respondents must select one of the following options for submitting their response.

Respondent agrees to all terms and conditions outlined in each of the Administration Agreement.

Respondent wishes to negotiate directly with Equalis Group on terms and conditions outlined in the Administration Agreement. Negotiations will commence after sealed Proposals are opened and Region 10 has determined the respondent met all requirements in their response and may be eligible for award.

X
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PROPOSAL FORM 24: MANUFACTURER LETTER AFFIDAVIT
Respondents should indicate below whether they manufacture all the products offered in their proposal or if they operate as an authorized reseller, dealer, distributor, or manufacturer’s representative for any products offered in their proposal.

Respondents submitting proposals as an authorized reseller, dealer, distributor, or manufacturer’s representative shall indicate that they are able, upon request, to provide a letter from the manufacturer certifying that Respondent is an actual authorized reseller, dealer, distributor, or manufacturer’s representative for that manufacturer and that the Respondent is authorized to submit a proposal for that product, and which guarantees that if the Respondent should fail to satisfactorily fulfill any obligations established as a result of the award of contract, the manufacturer will either assume the Respondent’s obligations or arrange for fulfillment through another competent dealer to complete the balance of the project.

Manufacturer letters will be requested from vendors being considered for award before final recommendations are made to the board. Failure to provide manufacturer letters may result in a respondent being eliminated from consideration for award.

Check one of the following:
 Our company manufactures all products offered in this response X Our company operates as an authorized reseller, dealer, distributor, or manufacturer’s representative and will provide the required letter from every manufacturer represented upon request from Region 10 ESC. I understand that failure to provide said letters may result in my response being rejected in part or in whole, and that misrepresentation of manufacturer consent may result in termination of any resulting contract for cause.

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collaborative learning 71 product and instruction) into that design. Our project design includes the use of easy technology that enables the client to walkthrough the various spaces in 3D renderings – without the use of complicated software or training.

Organizational Size and Strength. These qualities are seen in our focus in the educational market.

Meteor operates actively in 38 states and has the capacity to supply products nationally and even in some international markets. In addition, our team consists of professional sales associates, full-time design teams, project managers, installation professionals, and logistics options. This ensures that the smallest project details are accurately managed throughout your project.

Product Offerings. Meteor represents over 175 manufacturers. The abundance of manufacturers we represent ensures we can provide competitive furnishings to meet any need.

Learning Organization. As part of their professional development, Meteor personnel are encouraged to never stop learning. Many of our team members have professional certifications. This formal training, complemented with their experience, is another clear distinction between Meteor personnel and our competition.

Professional Development Consulting. We have a full team of professional educational consultants to help ensure teachers and district personnel are trained so they can provide the best learning experience possible for their students.

Service and Support. Our service after the sales is unparalleled in the industry.

Meteor warrants all products sold to the end user with a one-year parts and labor warranty (above any manufacturer’s warranty). No such warranty exists from our competitors to cover labor associated with manufacturer defects. Additionally, after the one-year period is completed, Meteor will continue to act as a liaison between the client and manufacturer if any additional warranty issues arise throughout the warranty period for products.

One Year Walk-through Review. For large projects, Meteor will schedule an anniversary walkthrough after the first year in the facility. We will walk-through the site with the client to identify any issues and validate all warranty issues.
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See the Possibilities!
Utilizing cutting edge modeling tools, our team works with you to create, visualize, and refine your plan. See it before you own it! Please note that all pictures and renderings shown throughout this proposal were from Meteor projects.

Major benefits of space planning by Meteor Education

1. Visualize the environment

2. Design spaces to be more flexible by modeling layout options

3. Control costs associated with “over-buying” product that doesn’t fit 1101
Full Space Planning and Layout Services
Our design team works in concert with our sales force and learning services team to complete full layouts for all critical spaces in your facility. Being able to preview what the selected furniture will look like in your unique space, helps to ensure overall customer satisfaction and quality assurance. The following summarizes the list of available drawing services that are all included at no additional space planning charge with our total school programs:

1. 2D Space Planning – The initial phase of project planning would be incomplete without reviewing the architectural plans and layouts. As part of this review, we add our products into the architectural floor plans to ensure proper spacing, function, and ADA compliance. These plans are reviewed by interior designers and sales team members with the end users for accuracy. Changes are made based on the various goals and feedback from the client.

2. 3D Renderings and Walkthroughs – Meteor Education has the ability to bring your school to life months before it’s actually completed. Sensitive areas such as media centers, cafeterias, classrooms, and administrative offices are laid out in stunning detail. This allows for a more realistic review of final planned furnishings and often helps create excitement and more indepth conversations about the use of space and the overall use of the rooms. 1102
Finish Selections
Not only does our local team work to
ensure that all product selections meet
the client’s needs, but we also strive to
ensure finishes/colors compliment the
architectural details and support your
overall vision for your space. Your local
team will utilize the industry’s wide
selection of finishes, creating color
palate examples and making
recommendations based on customer’s
directives and feedback.

Creating a digital design presentation with finish selections shown for the project is another element of closing out the sales workup process. It enables the client to verify and then display all aspects of the products, finishes, and color pallets they have selected for the job. This ensures they are getting the colors and materials they envisioned for their project.

Software & Deliverables
Our design team is proficient in AutoCAD,
Revit, CET, Photoshop, and Sketchup.

Building floor plans from schools or
architects can be given in AutoCAD or
Revit, as well as PDF. If there are no floor
plans available, our team will come on
site to field measure the spaces.

Design deliverables can include:
• 2D Floor plans – Black and white
• 3D Renderings – Black and white
and/or color
• PowerPoint presentation including individual furniture callouts, which show and describe the product and finishes
• Digital color finish sample boards
• Fly-through videos – virtual walk through of building* • Virtual reality goggles – put on goggles that allow you to turn your body and see the room as if you’re standing in the middle of it*
*Deliverable is not included in standard design package and may require fee and additional time. 1103
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Experience possible for their students. Your local LEC can provide teacher onboarding support for how to leverage their new environment through the lens of student-centered learning.

Furniture Assessment Capabilities. For refurbish/replacement projects that don’t have a budget that allows for all new furniture, our firm can inventory existing furniture within the school or district. We attach a score to the furniture and provide a comprehensive assessment. We then work with the client to develop a plan of what can continue to be used and what will need to be replaced. We can develop designs that incorporate both existing and new furniture.

Organizational Size and Strength. These qualities are seen in our focus in the educational market.

Meteor Education operates nationally and has the capacity to supply products in some international markets. In addition, our team consists of professional sales associates, full-time design teams, project managers, installation professionals, and logistics options. This ensures that the smallest project details are accurately managed throughout your project.

Product Offerings. Meteor Education represents over 175 suppliers. The abundance of manufacturers we represent, ensures we can provide competitive furnishings to meet any need.

Learning Organization. As part of their professional development, our personnel are encouraged to never stop learning. We offer professional development classes online through our Human Resources platform. In addition, many of our team members have professional certifications. This formal training, complemented with their experience, is another clear distinction between our personnel and our competition.

Service and Support. Our service after the sales is unparalleled in the industry. • Our firm warrants all products sold to the end user with a one-year parts and labor warranty (above any manufacturer’s warranty). Additionally, after the one-year period is completed, Meteor Education will continue to act as a liaison between the client and manufacturer if any additional warranty issues arise throughout the warranty period for products. • One Year Walk-through Review. For large projects, Meteor Education will schedule an anniversary walk-through after the first year in the facility. We will walk-through the site with the client to identify any issues and validate all warranty issues. 1105
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products know that they can earn credits in sustainability programs like LEED and California CHP program. MAS provides both static and dynamic emissions testing services to determine the type and concentrations of chemical compounds potentially off-gassed from finished products and raw materials into the indoor environment.

Website: https://mascertifiedgreen.com/
Green Label Plus – Green Label Plus is an example of CRI’s (The Carpet and Rug Institute) leadership in the best practices of environmental responsibility. Look for the CRI Green Label Plus logo as proof that the product has been tested and certified by an independent laboratory and has met stringent criteria for low emissions. The Carpet and Rug Institute’s Green Label Plus (GLP) program is recognized by the U.S. Environmental Protection Agency’s (EPA’s) Recommendations of Specifications, Standards, and Ecolabels for Federal Purchasing. This recognition places the GLP program as a top-tier program for certification.

Website: https://carpet-rug.org/testing/green-label-plus/ Cradle to Cradle – Cradle to Cradle Certification is a multi-attribute eco-label that assesses a product’s safety to humans and the environment and design for future life cycles. The program provides guidelines to help businesses implement the Cradle to Cradle framework, which focuses on using safe materials that can be disassembled and recycled as technical nutrients or composted as biological nutrients. MBDC’s certification program takes a comprehensive approach to evaluating the design of a product and the practices employed in manufacturing the product. The materials and manufacturing practices of each product are assessed in five categories: Material Health, Material Reutilization, Renewable Energy Use, Water Stewardship, and Social Responsibility.

Website: https://c2ccertified.org/
EPP Downstream Program - CPA’s EPP Downstream Program is an easy way for consumers to identify environmentally responsible products. Products carrying the EPP Downstream logo were manufactured by a company that has demonstrated their environmental commitment by purchasing at least 50% CPA EPP certified composite wood products.

Website: https://www.compositepanel.org/
Eco-Certified Composite (ECC) - The Eco-Certified Composite (ECC) sustainability standard is a voluntary industry certification developed and administered by the Composite Panel Association (CPA) for manufacturers of composite wood or agrifiberbased panels, including particleboard, medium density fiberboard (MDF), hardboard, engineered wood siding, and engineered wood trim. ECC Certification is available to individual manufacturing plants and is based on life cycle inventory and other verifiable environmentally responsible practices. The certification process includes an on-site evaluation and subsequent yearly audits. CPA’s proprietary Carbon Calculator, developed by a third-party expert, is used to assess the life cycle and carbon 1111
footprint of composite panels made at a particular manufacturing plant.

Website: https://www.compositepanel.org/sustainability/ecc/ ISO Certification - ISO 14001 is the benchmark international standard for the implementation and operation of an environmental management system. Certification requires a commitment to continuously improve practices that protect the environment. To meet that responsibility specific environmental objectives and targets need to be set, as well as a program to reach those goals and a system that evaluates both the process management and results.

Website: http://www.iso.org/iso/home.html
Green-e - Green-e is the nation's leading independent certification and verification program for renewable energy and greenhouse gas emission reductions in the retail market. It has two certification and one verification programs: Green-e Climate is a voluntary certification program launched in 2008 that sets consumer-protection and environmental-integrity standards for greenhouse gas (GHG) emission reductions sold in the voluntary market. Green-e Energy is the nation's leading independent certification and verification program for renewable energy. Green-e Marketplace is a program that allows companies to display the logo when they have purchased a qualifying amount of renewable energy and passed our verification standards.

Website: http://www.green-e.org/about.shtml
ANSI/BIFMA - The ANSI/BIFMA certification signifies that furniture products meet rigorous safety, durability, and sustainability standards developed by the Business and Institutional Furniture Manufacturers Association (BIFMA) in collaboration with the American National Standards Institute (ANSI). These standards ensure that products undergo comprehensive testing for structural integrity, stability, and performance, promoting quality and safety in commercial furniture. Additionally, BIFMA's LEVEL® certification addresses environmental and social responsibility aspects, evaluating materials, energy usage, human and ecosystem health, and corporate practices.

Products achieving LEVEL certification demonstrate a commitment to sustainability and can contribute to green building initiatives such as LEED.

Website: https://www.bifma.org/page/ansi-accreditation
SCS Global Services Indoor Air Quality Certification – SCS Global Services Indoor Air Quality Certification is a recognized and trusted program that assesses and verifies the indoor air quality standards of buildings and products. It ensures that the air inside a given space meets rigorous criteria for pollutants, toxins, and contaminants, promoting a healthy and safe environment for occupants. Through comprehensive testing, monitoring, and compliance with established guidelines, the certification demonstrates a commitment to maintaining high indoor air quality standards, benefiting the wellbeing and comfort of individuals in various settings, such as offices, schools, and residences.

Website: https://www.scsglobalservices.com/services/indoor-air-quality-certification 1112
Intertek’s Clean Air Certification – Intertek’s Clean Air program independently tests and certifies products to regulated sustainability initiatives including, but not limited to, BIFMA e3, California CDPH, LEED, and WELL. Accepted by USGBC for LEED v4 EQ Credit Low-Emitting Materials, our Clean Air certification program, (formally ETL Environmental VOC certification) utilizes our expert team of chemists and globally recognized ISO 17025 accredited labs to test your products for VOC emission compliance. Intertek's proprietary program provides two classes of certification, along with the use of the Intertek Clean Air label for product packaging and client marketing.

Website: https://www.intertek.com/certification/indoor-air-quality/ ASTM D4060 - Standard test method established by ASTM International that measures the abrasion resistance of organic coatings using the Taber Abraser. This test evaluates the coating's durability by subjecting it to controlled wear conditions, helping assess its performance and longevity in real-world applications.

Website: https://www.astm.org/d4060-19.html
Oeko-Tex Certification – OEKO-TEX® Standard 100 is a globally recognized certification that ensures textiles are tested for harmful substances and are safe for human health.

Products with this certification meet strict criteria for chemicals, including pesticides, heavy metals, and formaldehyde, making them environmentally friendly and safe for consumers. This certification promotes sustainable and responsible textile production.

Website: https://www.oeko-tex.com/en/our-standards/oeko-tex-standard-100 Toxic Substances Control Act Compliant – The Toxic Substances Control Act (TSCA) is a U.S. law that regulates the manufacture, import, use, and disposal of chemical substances. It authorizes the EPA to review and restrict chemicals that pose unreasonable risks to human health or the environment. TSCA compliance ensures that companies adhere to safety standards, proper labeling, and reporting requirements for chemical products.

Website: https://www.epa.gov/laws-regulations/summary-toxic-substances-control-act California Air Resources Board (CARB) Compliant – The California Air Resources Board (CARB) is responsible for protecting public health and the environment by regulating air quality standards in California. CARB compliance ensures that products meet strict emissions regulations, including limits on volatile organic compounds (VOCs) and formaldehyde in materials. Companies adhering to CARB standards demonstrate a commitment to reducing air pollution and promoting sustainability.

Website: https://ww2.arb.ca.gov/
ADA Compliance – The federal government—and other regulatory bodies—do not certify individual products as ADA compliant. Rather, accessibility and usability depend on how the product is applied, positioned, and integrated within the overall space. We offer many products that are thoughtfully designed to align with ADA guidelines, and we also provide layout solutions that support compliance with ADA egress requirements. 1113
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We only partner with the finest manufacturing, trucking, and installation companies. Our thorough processes are filled with checks and balances to ensure the highest quality is achieved during the manufacturing, delivery, installation and punch list resolution. Some of our procedures that ensure quality are summarized below.
• Initial Client Interviews – This helps us to determine client’s needs and wants which allows us to better serve the client.
• Reviews of Layouts, Specifications and Color Selections – Reviewing product selections puts entire project team on the same page and eliminates miscommunication. Final approval must be received from customer prior to moving forward.
• Review of Quote – Meteor and customer team members will review each line item for accuracy prior to ordering. In addition, Meteor will confirm each line item with manufacturer prior to final shipment. • Purchase Order Verification – Any missing information or discrepancies found are verified in writing with the client for clarity. Formal quote will be provided, and final approval must be received from customer prior to moving forward.
• Weekly Communication & Project Meetings – This ensures that any potential issues are caught and the proper revisions to the plans are made. Project managers will oversee delivery and installation of your project from start to finish. They will use Meteor Connect, as well as phone, email and in-person communication to ensure customer has the most up-to-date information. • Site Visits & Field Measurements – Site visits allows for familiarity with jobsite and field measurements ensure that desired furniture will fit within room.
• Delivery & Installation Lists – The lists we utilize allow for the orderly receipt and delivery of all items to their specific locations with the greatest efficiency. These lists are reviewed by project management throughout the delivery and installation to ensure adequate progress and identify any issues that may arise during the distribution process.
• Final Project Walkthrough/Delivery Acceptance – Meteor personnel will walk rooms with client to ensure all products were delivered and installed as desired.
• Service after Delivery/Punch List – Meteor utilizes a comprehensive system for follow-up and response once the initial installation is completed though the Meteor Connect online project management system.

All punch-list items are tracked by work order to their completion.

Regarding the number of service centers, our proposal includes a list of our office locations; however, it’s important to note that we have a nationwide team of over 340 employees, supported by an extensive network of third-party installation partners. All service needs will be handled by the local studio team, and when service is required, it is typically performed onsite by local personnel. 1116
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Account Manager – Jordan Lockhart, Managing Director
P: 817-360-3426
E: [email protected]
Contract Manager - Lanie Hart, Bids & Contracts Manager P: 352-871-6816
E: [email protected]
Marketing - Chelsea Adicks, Director of Brand & Communications P: 352-301-2168
E: [email protected]
Billing, Reporting & Accounts Payable - Beth Barnett, Director of Billing & Collections P: 352-416-1302
E: [email protected]
Resumes are provided via the following pages.
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o We will provide internal resources to ensure success in selling the contract, including contract marketing materials, contact information for the Equalis/Region 10 ESC representative, and internal support for any questions. • 90+ Days After Award:
o Continuing education will be provided to keep the team updated on any changes or new features.
o We will evaluate the sales performance related to the contract and develop an action plan if needed to drive further sales.

Meteor currently holds a Region 10/Equalis contract. Our sales and quoting team are well versed in the applications and benefits of the current Region10/Equalis contract, and our purchasing team is knowledgeable in the reporting requirements. We will develop training materials to emphasize key features of the new contract. At a minimum, all sales team and support staff personnel will go through 2 one-hour webinar training sessions to review pertinent contract details. They will also be given resources to ensure their success in selling off this contract. These resources will include internal support with the contract, contact information of Equalis/Region 10 ESC representative, and contract marketing material.
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 12, 2025
Agenda Item #:7
Agenda Item: Approval of a 3-Year Agreement with Arctic Wolf for Cybersecurity Services Executive Summary: To reduce costs, we propose entering into a 3-year agreement with Arctic Wolf for a total cost of $113,538.00, payable in three annual installments. This agreement will provide the City with continuous monitoring, threat detection, incident response services, and cybersecurity consultation, ensuring the security of our digital assets, with significant cost savings compared to a 1-year agreement.

Requested Action / Suggested Motions: Pass a Motion to authorize and direct the Mayor Pro Tem to execute a 3-year agreement with Arctic Wolf to provide cyberthreat detection and response services for a total cost of $113,538.00, paid in yearly installments.

Responsible Staff Member: Gabriel Raab, Network Systems Administrator Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report - Arctic Wolf.docx
02-Arctic Wolf 1 year vs 3 year.pdf
03-Purchase Order and Agreement Arctic Wolf.pdf
04-Coop Agreement Ingram_OMNIA.pdf
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City Council Agenda Report August 12, 2025 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: August 12th, 2025
Title: Approval of a 3-Year Agreement with Arctic Wolf for Cybersecurity Services Location: City-wide
Responsible Staff Members: Gabe Raab, Network Systems Administrator Background: The City's Strategic Plan emphasizes the importance of modern technology, systems and tools that are cyber safe. In line with this, the IT Department had identified the need for enhanced cybersecurity measures to protect the city's digital infrastructure. Arctic Wolf is a leading provider of cybersecurity services, offering comprehensive solutions to monitor, detect, and respond to cyber threats. The City has already contracted with Arctic Wolf to provide these services, and over the last year, they have proven themselves a valuable resource for detecting, mitigating, and addressing cybersecurity concerns.

Issue and Discussion: The City will procure the services of Arctic Wolf Solutions through Cadence Team, Inc., which holds a cooperative purchasing agreement with Ingram Micro Public Sector LLC under OMNIA Contract Number R220802.

To reduce costs, we propose entering into a 3-year agreement with Arctic Wolf for a total cost of $113,538.00, payable in three annual installments. This agreement will provide the city with continuous monitoring, threat detection, incident response services, and cybersecurity consultation, ensuring the security of our digital assets, with significant cost savings compared to a 1-year agreement. Entering into a 3- year agreement with Arctic Wolf to provide managed detection and response presents cost savings and will ensure the security and integrity of the city's digital infrastructure.

The proposed agreement with Arctic Wolf is crucial for the following reasons:
 Enhanced Security: Arctic Wolf's services will continue to improve the IT Department’s ability to detect and respond to cyber threats, reducing the risk of data breaches and other cyber incidents.
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City Council Agenda Report August 12, 2025 Page 2 of 2
 Enhanced operational efficiency: By leveraging Arctic Wolf's expertise, the IT staff can focus on other critical tasks while ensuring that the city's digital infrastructure remains secure with 24hr monitoring and incident response.  Compliance: The agreement will help the city comply with various cybersecurity regulations and standards, ensuring that our systems are secure and up to date.

Financial Implications: The total cost of the 3-year agreement with Arctic Wolf is $113,538.00, billable in three annual installments.
 Year 1 - $36,915.00
 Year 2 - $37,837.00
 Year 3 - $38,786.00
By agreeing to a 3-year service term the City can expect to save around $11,000 versus a yearly service term. No additional budget appropriations are required at this time, as the annual cost of the contract is already included in the operating budget.

This investment is necessary to ensure the security and integrity of the city's digital infrastructure and supplement the IT staff’s ability to detect and respond to cyber threats.

Environmental Considerations: This action is not a project requiring review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15378(b)(5) (organizational or administrative activities that will not result in direct or indirect physical changes in the environment).

Policy Implications: This action is consistent with Strategic Priority Efficient Government, Action Item 2.8, Evaluate appropriate systems and tools for processes and communications that are cyber safe.
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Remittance Address:
4010 Foothills Blvd, Ste 103 PMB205
OMNIA Contract R220802
Roseville, CA 95747
Phone: 844.934.8326
Company: Date: 7/29/2025 Expiration: 8/28/2025
Attn: Shipping Method: ELECTRONIC Sales Rep:

Project: Est. Delivery: TBD Direct:

Contract #: Terms: NET30 Email:

Part Number Description Qty. List Price Unit Price Extended Tx Disc % Sub Total: $0.00
Non Taxable: $38,000.00
Tax: $0.00
Credit: $0.00
Freight: $0.00
Total: $38,000.00
Tax Rate: 7.750%
Terms and Conditions
Warranty: NA
Maintenance: NA
Terms: No Returns
Equipment: All orders invoice upon receipt of purchase order Customer Signature authorizes Cadence Team to process the order in place of a purchase order. Prices are subject to change after the expiration date of the quote.

Customer Signature:

Print:

Title:

Date:

Fax: 844.923.5878
www.cadence.team
916.710.8264
[email protected]
City of South Lake Tahoe
Gabriel Raab
ArcticWolf - Q-297167-1 Arctic Wolf 1 $38,000.00 $38,000.00 $38,000.00 N 0% ArcticWolf - Q-297167-1 Arctic Wolf 1 $41,000.00
ArcticWolf - Q-297167-1 Arctic Wolf 1 $45,000.00
Jeremy_Caudill
Arctic Wolf 1yr Quote
2025 Renewal
Estimated 2026 Renewal 8% uplift
Estimated 2027 Renewal 8% uplift
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Remittance Address:
4010 Foothills Blvd, Ste 103 PMB205
OMNIA Contract R220802
Roseville, CA 95747
Phone: 844.934.8326
Company: Date: 7/29/2025 Expiration: 8/28/2025
Attn: Shipping Method: ELECTRONIC Sales Rep:

Project: Est. Delivery: TBD Direct:

Contract #: Terms: NET30 Email:

Part Number Description Qty. List Price Unit Price Extended Tx Disc % Sub Total: $0.00
Non Taxable: $113,538.00
Tax: $0.00
Credit: $0.00
Freight: $0.00
Total: $113,538.00
Tax Rate: 7.750%
Terms and Conditions
Warranty: NA
Maintenance: NA
Terms: No Returns
Equipment: All orders invoice upon receipt of purchase order Customer Signature authorizes Cadence Team to process the order in place of a purchase order. Prices are subject to change after the expiration date of the quote.

Customer Signature:

Print:

Title:

Date:

Fax: 844.923.5878
www.cadence.team
916.710.8264
[email protected]
City of South Lake Tahoe
Gabriel Raab
ArcticWolf - Q-297167-1 Arctic Wolf 1 $36,915.00 $36,915.00 $36,915.00 N 0% ArcticWolf - Q-297167-1 Arctic Wolf 1 $37,837.00 $37,837.00 $37,837.00 N 0% ArcticWolf - Q-297167-1 Arctic Wolf 1 $38,786.00 $38,786.00 $38,786.00 N 0% Jeremy_Caudill
Arctic Wolf 3yr Quote
1st Arctic Wolf
2nd Year Pmt
3rd Year Pmt
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0 City of South Lake Tahoe Purchase Order No.
13192
CADENCE TEAM INC Deliver To:
4010 FOOTHILLS BLVD #103, PMB 205
Vendor: INFORMATION TECHNOLOGY DIVISION
Sebastian Knapp 530-542-6067
1700 D ST FL 2
SOUTH LAKE TAHOE, CA 96150-6227
Terms: FOB
Date Issued:

Vendor Primary Phone: Vendor Fax:

PR No R14341 Status PO Requested By: Gabriel Raab Date Required: 08/04/25 # Description Account Number: Quantity Unit Price Tax/Other Extended Amt ****** AS OF 4/01/2021 *******
OUR SALES TAX RATE IS 8.75%

TO EXPEDITE PAYMENT BE SURE TO

INCLUDE CORRECT TAX ON INVOICE
******************************
0001 Arctic Wolf Year 1 10001840-42020 (100%) 1.00 $36,915.00 0.00 $36,915.00 0002 Arctic Wolf Year 2 10001840-42020 (100%) 1.00 $37,837.00 0.00 $37,837.00 0003 Arctic Wolf Year 3 10001840-42020 (100%) 1.00 $38,786.00 0.00 $38,786.00 ******************************
** CONFIRMING ORDER **
******************************
** DO NOT DUPLICATE **
******************************
PO TOTAL: $113,538.00
Approved By:

Olga Tikhomirova
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City of South Lake Tahoe
Standard Terms and Conditions of Purchase
Terms and Conditions Form1 – Standard Revised 08/28/2013 FINANCE DEPT 530-542-7402

1. Contract: Unless a separate written agreement covering this purchase has been signed by both parties, this purchase order constitutes the City of South Lake Tahoe’s offer to seller and it shall become a binding contract upon the Terms and Conditions set forth herein upon acceptance of seller either by acknowledgement or commencement of performance. Any terms and conditions (including price and delivery dates) proposed by the seller which are inconsistent with or in addition to these terms and conditions shall be void and of no effect unless and to the extent expressly accepted by the City of South Lake Tahoe in writing.

2. Invoices: Submit fully itemized invoice to the address indicated on the purchase order. Invoices may also be submitted as a PDF attachment to: [email protected]. Submit a SEPARATE invoice for each order or shipment. Mark each invoice and all shipping documents with the purchase order number. Using an incorrect PO number or no number will slow payment of the invoice.

3. Sales Tax: Purchase orders reflect a sales tax of 8.75%; vendors who sell taxable goods in the City of South Lake Tahoe or who deliver taxable goods into the City via their own vehicles are required to collect this tax. Out-of-state vendors are not required to collect sales tax as the City is authorized to pay use tax directly to the Calif. State Board of Equalization (SRXKH 29-609144).

4. Delivery: Deliver all items to the “Deliver To:” address on the purchase order. Attach an itemized delivery ticket, bearing the purchase order number, to the shipment to insure timely payment. Report delays in shipment immediately to the purchaser.

Goods and materials must be properly packaged. Damaged goods and materials will not be accepted, and it will be the seller’s responsibility to pick up rejected goods and materials, make the necessary corrections and redeliver acceptable goods and materials. Note: most City facilities do not have a loading dock and delivery via a lift gate truck may be necessary.

5. Shipping Charges: Unless otherwise agreed to, all shipments must be F.O.B. destination. Delivery costs not set forth in this purchase order will not be paid.

6. Payment: The time for payment of invoices, less any discounts offered, shall run only from the date that correct invoices are received by the purchaser.

7. Warranty: Seller warrants that all articles will conform to applicable specifications, drawings, descriptions and samples, and will be merchantable, of good workmanship and material and free from defect. Unless manufactured pursuant to detailed design furnished by purchaser, seller assumes design responsibility and warrants the articles to be free from design defect and suitable for the purpose intended by the purchaser. Seller’s warranties, together with its service guarantees, shall run to purchaser and its users of the articles and shall not be deemed to be exclusive. Purchaser’s inspection, approval, acceptance, use of or payment for all or any part of the articles shall in no way affect its warranty rights whether or not a breach of warranty has become or should have become evident at the time.

8. Liability: If an article sold or delivered to purchaser is protected by a patent or copyright, seller agrees to indemnify and save harmless the purchaser from and against any and all suits, claims, judgments, and costs instituted or recovered against it on account of the use or sale of such articles by the purchaser in violation of rights under such patent or copyright.

9. Cancellations: The purchaser shall have the right to terminate this contract at any given time upon giving ten days written notice to the seller. Purchaser reserves the right to cancel any order where goods or services are not received within ninety days of the purchase order date, unless a longer of shorter delivery period is specified in the “Date Required” section of the Purchase Order.

10. Default: In case of a default of the seller, the purchaser may procure the articles or services from another source and charge the seller as liquidated damages any excess cost or damages occasioned thereby.

11. Insurance: When applicable, seller must provide satisfactory proof of general liability, automotive liability and workers’ compensation insurance coverage as prescribed in “Terms and Conditions Form2 – Insurance Requirements”. Applicability of insurance requirements is the sole determination of the City Attorney.

12. Indemnity: Seller agrees to indemnify, defend and hold harmless the City of South Lake Tahoe, its officers, agents and employees, from and against any and all claims, demands, actions, damages, or judgments, included associated costs of investigation and defense arising in any manner from seller’s negligence, recklessness, or willful misconduct in the performance of this purchase order.

13. Licensing Requirements: Seller warrants that it has complied with any and all state and local licensing requirements and agrees to obtain a City of South Lake Tahoe Business License if seller’s company is located in or provides services in the City. 1150

©2024 Arctic Wolf Networks, Inc. All rights reserved. | Public

THE LEADER IN SECURITY OPERATIONS
Arctic Wolf Solutions Agreement – Frequently Asked Questions Thank you for reviewing the Arctic Wolf Solutions Agreement. We appreciate your interest in becoming a customer of Arctic Wolf.

We hope the below information will help you better understand how Arctic Wolf’s security solutions (the “Solution” or “Solutions”) contracting model works.

Please note that this information is not considered part of the contract at any time. This is provided for information purposes only.

Who is Arctic Wolf?
• Arctic Wolf is a cybersecurity company that provides security operations Solutions, including managed detection and response, managed risk, and managed security awareness to mitigate our customers’ exposure to cyber threats. • We offer standard, highly configurable, Solutions to our customers which allows us to leverage the power of scale across our customer base to deliver cost effective and operationally efficient Solutions. • Arctic Wolf’s customers may subscribe to and license for the purchased Subscription Term the right to receive and use, in whole or in part, the various Solutions offered by Arctic Wolf. All customers subscribing to a particular Solution are on the same release using the same operational infrastructure and the same security and support operations for such Solution.

Who is the Authorized Partner?
Arctic Wolf leverages its channel partner relationships (its “Authorized Partners”) to resell our Solutions to our customers. The Authorized Partner may be selected by you or introduced to you by Arctic Wolf.

The Authorized Partners act as the financial arm in our transactions with you. You contract directly with the Authorized Partner related to purchase and payment of your subscription to our Solutions. The Authorized Partners are not involved in the delivery of our Solutions and, therefore, are not contemplated in the obligations and liabilities within the Solutions Agreement related to the delivery of our Solutions to you. You and the Authorized Partner will have separate contractual terms in place to address the financial aspects of the subscription transaction.

What data do you provide to Arctic Wolf?
Arctic Wolf monitors systems telemetry data received from our customers via the sensors, scanners and agents our customers install within their environment. The systems telemetry data allows us to identify potential security threats that may impact your environment. Systems telemetry data may include names, email addresses, phone numbers, usernames, passwords IP Address, geolocation data, deviceID, and other system log metadata. Arctic Wolf should not receive other more sensitive information, including the content of your business files, your customer’s business information, social security numbers, financial information, etc.

We trust that our customers have appropriate system and operational controls in place to prevent disclosure of such information to us.

Why does Arctic Wolf reserve the right to change certain terms within the Solutions Agreement? Like other subscription-based solutions providers, customer-generic terms that apply across our customer base are set forth as url links within the overarching Solutions Agreement. This allows Arctic Wolf to maintain consistency in the Solutions across its customers.

To address any customer concerns related to this model, Arctic Wolf: (i) provides that the url terms are last in line from an order of precedence; (ii) agrees that we will not materially decrease the features and functionalities during any customer then-current Subscription Term; (iii) provides notice of the change; and (iv) allows customers to object to any specific modification for the remaining period of their then-current Subscription Term.

Does Arctic Wolf offer service levels?
Arctic Wolf provides for response time service levels. These service levels can be found in the Managed Detection and Response Solutions Terms located at https://arcticwolf.com/terms/. These terms are password protected. Please contact your sales representative for the password.

Does Arctic Wolf offer termination for convenience?
As a subscription Solution, Arctic Wolf does not allow for termination for convenience. Arctic Wolf relies on committed subscription terms, in part, to manage our dedicated CST resource model.

We have special data security requirements. Can we include our security and privacy requirements in the Solutions Agreement?
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Arctic Wolf Networks –Solutions Agreement
Last Updated: 2024.06 Page 2 of 14
We are unable to include customer specific data security requirements in our Solutions Agreement. We offer a consistent Solution across our customer base. Arctic Wolf maintains the same IT security controls and processes for all customers. These controls and processes are reflected in our SOC2 Type II Report and its ISO 27001 certification.

Where is the Statement of Work for the services described in the Solutions Agreement? Arctic Wolf’s provides a subscription Solution that, depending on the Solution, is comprised of hardware, software and services. All designated components of the Solution are required to use and receive the Solutions. While services are an important part of the Solution, we do not define the services component of the Solutions as separate “professional services”. Unlike a traditional professional service offering, the services do not include deliverables and are not subject to acceptance.

Can we make changes to the Beta Terms?
Because participation in the beta programs is completely voluntary and there is no cost for participation, we do not agree to modifications to the beta terms.

We are a Covered Entity under HIPAA. Can we use our Business Associate Agreement? Arctic Wolf should not receive PHI during the delivery of the Solutions to you, nor does Arctic Wolf process PHI on your behalf.

Accordingly, Arctic Wolf is not a business associate under HIPAA. Arctic Wolf appreciates that certain customers may take a conservative approach and require a business associate agreement (BAA) to cover the exchange of any inadvertently disclosed PHI provided during our relationship. Given this, Arctic Wolf is amenable to execution of its template BAA in which each party’s liabilities and requirements are strictly construed to HIPAA requirements and incorporates such terms by url reference in the Solutions Agreement.
(For information purposes only, this FAQ does not form part of any contract)

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SOLUTIONS AGREEMENT
(via Authorized Partner)
This Solutions Agreement (the “Agreement”) is a legal agreement entered into by and between the Customer identified in the signature block below (“Customer”) and Arctic Wolf Networks, Inc. (“Arctic Wolf”) and governs any order forms, quotes, or other similarly intended ordering document (however named) executed or accepted by Customer (“Order Form”) that reference this Agreement or pertains to purchases of an Arctic Wolf subscription. The Order Form will be issued to Customer by an Arctic Wolf authorized partner (“Authorized Partner”). This Agreement is effective on the date last executed in the signature block below (the “Effective Date”). This Agreement permits Customer to purchase subscriptions to the Solutions, as defined below, identified in the Order Form from its Authorized Partner, and sets forth the terms and conditions under which those Solutions will be delivered. The Agreement consists of the terms and conditions set forth below, any attachments or exhibits identified herein and any Order Forms that reference this Agreement. If there is a conflict between the terms below, the Order Form, or the terms set forth in an URL referenced herein pertaining to the Privacy Notice, Solutions Terms, and Acceptable Use Policy (such URL terms, the “URL Terms”), the documents will control in the following order: this Agreement, the Order Form, and the URL Terms. For the avoidance of doubt, any other terms referenced by URL herein (but excluding the URL Terms) shall solely govern the products and services described therein.

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope.

1.1 Solutions. Customer will purchase and Arctic Wolf, together with its Affiliates, will provide the specific products and services either separately or as part of a Security Operations Bundle as described at https://arcticwolf.com/terms/bundles-tiers/ (each a “Solution” or collectively, “Solutions”) as specified in the applicable Order Form. For purposes of this Agreement, “Affiliate” means any company or other entity, which directly or indirectly controls, is controlled by or is under joint control with a party. A Solution will be comprised of the components (“Components”) more fully-described within the Solutions Terms located at https://arcticwolf.com/terms/ (“Solutions Terms”) as may be updated from time-to-time by Arctic Wolf in its sole discretion as needed to accommodate development, implementation, and deployment of new features and functionality and Customer’s use and licensing thereof. Notice of any changes will be provided in accordance with Section 13 herein. In no event will any changes materially decrease the Solution features and functionalities that Customer has purchased or subscribed to during the then-current Term.

1.2 License Grant. The Solutions are provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”) for the one-time costs and subscription fees set forth therein (the “Fees”). Provided Customer is compliant with the terms of this Agreement, including payment of Fees, Arctic Wolf grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive right and/or license during the Subscription Term to install, use, and access the Solutions and the applicable Components thereof and any Documentation associated therewith, in accordance with the Solutions Terms. Customer’s license and rights to install, access, and use the Solutions and any Documentation associated therewith, is solely for Customer’s and its Affiliates’ internal business purposes and subject to the additional use restrictions set forth herein and the maximum license numbers, including by server, user, or such other licensing metric designated in the applicable Order Form. “Documentation” means user manuals, training materials, product descriptions and specifications, and other printed information relating to the applicable Solution, as in effect and made generally available from Arctic Wolf, but expressly excluding marketing and sales collateral and materials, and proposals in whatever form.

1.3 Future Functionality. Subject to the warranties set forth in Section 10, Customer agrees that it has not relied on the promise of availability of any future functionality of the Solutions or any other future product or service in executing this Agreement or any Order Form. Customer acknowledges that information provided by Arctic Wolf regarding future functionality should not be relied upon to make a purchase decision. Should Arctic Wolf offer additional optional functionality in the future that complement the Solutions, Customer may elect to subscribe to and obtain a license to the optional functionality for an additional fee.

1.4 Except as otherwise provided herein, Customer understands and agrees that the Authorized Partner may not modify this Agreement, except in the event specifically and expressly stated within this Agreement related to pricing, payment, or such other similar financial terms, or make any commitments related to the delivery or performance of the Solutions on Arctic Wolf’s behalf and any proposals, marketing collateral, or other similar Solution descriptions shall not apply.

1.5 Beta Solutions.

1.5.1 From time-to-time Arctic Wolf may invite Customer to try, at no charge, Arctic Wolf products, features, or functionality that are not generally available to Arctic Wolf’s customers (“Beta Solutions”). Customer may accept or decline any such trial in its sole discretion. Any Beta Solutions will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import.

1.5.2 Restrictions and Disclaimers. Beta Solutions are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. To the full extent permitted by applicable laws, including any foreign consumer protection laws, Beta Solutions are not considered Solutions hereunder and are provided solely and exclusively “AS IS” with no express or implied warranty or terms and conditions, of any kind. TO THE FULL EXTENT PERMITTED BY APPLICABLE U.S. AND FOREIGN CONSUMER PROTECTION LAWS, (THE “CONSUMER PROTECTION LAWS”), CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES ARCTIC WOLF FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY BETA SOLUTIONS. Arctic Wolf may discontinue the Beta Solutions at any time in its sole discretion and Arctic Wolf will make reasonable efforts to provide Customer with advanced notice of any such discontinuance.

Arctic Wolf does not promise or represent that Beta Solutions will be made generally available.

1.5.3 NO DATA RETENTION. ANY DATA ENTERED INTO THE BETA SOLUTIONS MAY BE PERMANENTLY LOST UNLESS CUSTOMER:
(i) PURCHASES A SUBSCRIPTION TO THE COMMERCIALLY AVAILABLE VERSION OF THE BETA SOLUTIONS AS MAY BE MADE AVAILABLE BY ARCTIC WOLF; OR (ii) TO THE EXTENT POSSIBLE, EXPORTS SUCH DATA PRIOR TO TERMINATION OF THE BETA SOLUTIONS.
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1.5.4 LIMITED LIABILITY. TO THE FULL EXTENT PERMITTED BY LAW, INCLUDING THE CONSUMER PROTECTION LAWS, ARCTIC WOLF’S ENTIRE LIABILITY IN CONNECTION WITH ANY USE OF THE BETA SOLUTIONS WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED $50 USD. IF

CUSTOMER DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE BETA SOLUTIONS.

1.5.5. Despite anything to the contrary in this Agreement, Customer acknowledges that (a) Beta Solutions may not be supported and may be changed at any time, including in a manner that reduces functionality, (b) Beta Solutions may not be available or reliable, and (c) Beta Solutions may not be subject to the same security or audits as the Solutions.

1.6 IR JumpStart Retainer. In the event Customer’s Order Form includes the license of IR JumpStart Retainer, Customer agrees that the IR JumpStart Retainer Agreement located at https://arcticwolf.com/terms/ shall apply. If Customer is a managed service provider plus Authorized Partner (“MSPP”), MSPP, as Customer, understands that the IR JumpStart Retainer Agreement is an agreement between Arctic Wolf and MSPP’s end user and MSPP is reselling IR JumpStart Retainer to its end user. If Customer is a managed service provider (“MSP”) Authorized Partner and has licensed IR Jumpstart Retainer for use with an end user, MSP is Arctic Wolf’s Customer in accordance with the terms of the IR JumpStart Retainer Agreement for Managed Service Providers located at https://arcticwolf.com/terms/.

1.7 Security Operations Warranty. If Customer’s Order Form includes the Arctic Wolf Security Warranty (the “Service Warranty”), upon finalization of the Order Form and for initial enrollment in the Service Warranty, Customer will receive a link with an embedded token from Arctic Wolf’s third-party warranty provider. CUSTOMER MUST ENROLL IN THE SERVICE WARRANTY, RECEIVE AN ENROLLMENT CONFIRMATION EMAIL, AND AGREE TO THE SUBSCRIBER TERMS LOCATED AT https://arcticwolf.com/terms/subscriber-terms/ (the “Subscriber Terms”) TO RECEIVE THE SERVICE WARRANTY BENEFIT. Execution or acceptance of the Order Form or this Agreement DOES NOT constitute enrollment in the Service Warranty. Indemnification amounts will be included on the enrollment and are subject to change in accordance with the Subscriber Terms in the event of any change in product subscriptions during the Subscription Term (or any Committed Term, as defined on the Order Form) and re-enrollment in the Service Warranty following the change may be required as more fully set forth in the Subscriber Terms. If the qualifying Order Form is renewed, Customer’s initial enrollment in the Service Warranty will continue provided the qualifying indemnification level remains the same.

1.8 Cyber Resilience Assessment (“CRA”). Customer’s use and license of CRA are governed by the terms set forth in the Cyber JumpStart Subscription Agreement located at https://arcticwolf.com/terms/cyber-jumpstart-portal-subscription-agreement/.

2. Equipment. If the Order Form specifies that Customer will receive Equipment, then Customer is responsible for installing the Equipment at the location(s) identified by the parties and for the implementation of appropriate data protection practices related to the protection of any information included on such Equipment while the Equipment is located within Customer’s environment. The Equipment may be included as part of the Solutions and included with the subscription to the Solutions for use by Customer during the Subscription Term. If Customer attempts to install or use the Equipment at a location other than the locations determined by Customer and communicated to Arctic Wolf during onboarding or at any time thereafter, the Solutions may fail to function or may function improperly. In the event Customer installs, uses, or relocates the Equipment, Customer understands it must promptly notify Arctic Wolf so that Equipment deployment information can be updated within Customer’s account. Other than normal wear and tear, Customer is directly responsible for the replacement cost of the Equipment associated with any loss, repair, or replacement, including any other ancillary costs, damages, fees, and charges to repair the Equipment. If applicable, Arctic Wolf will ship Equipment to Customer and will pay the freight costs associated with shipping the Equipment to Customer’s designated locations.

Customer is responsible for all additional costs and expenses associated with shipping the Equipment to its designated locations and, unless otherwise agreed, for the return of the Equipment to Arctic Wolf. Such additional costs and expenses may be reflected on an Order Form, from time-to-time following shipment of the Equipment and will be invoiced by Arctic Wolf or the Authorized Partner. Customer understands and agrees if the Equipment is shipped outside of the United States or Canada (or such other locations identified by Arctic Wolf), Customer is responsible for acting as the importer of record.

3. Professional Services. In the event Arctic Wolf and Customer agree on the delivery of Professional Services, any such Professional Services shall be specified on an Order Form and described in a statement of work which shall reference this Agreement.

4. Reservation of Rights and Ownership. Arctic Wolf owns or has the right to license the Solutions and any associated Documentation (“Arctic Wolf Technology”). Customer acknowledges and agrees that: (a) the Arctic Wolf Technology is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws; (b) Arctic Wolf retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Arctic Wolf Technology, excluding any rights, title, and interest in any Third Party Products (as defined in Section 10.4 below) which shall be retained by its third party licensor(s), Threat Intelligence Data (as defined in Section 7.3), and any other deliverables, know-how, databases, developed programs, and registered or unregistered intangible property rights related to the foregoing; (c) there are no implied licenses and any rights not expressly granted to Customer hereunder are reserved by Arctic Wolf; (d) the Solutions, excluding any Professional Services, are licensed on a subscription basis, not sold, and Customer acquires no ownership or other interest (other than the license rights expressly stated herein); and (e) Customer has no right to obtain source code related to Software included in any Solutions offered as an on-line, hosted solution.

5. Restrictions, Responsibilities, and Prohibited Use.

5.1 Restrictions. Customer agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works of the Arctic Wolf Technology except as otherwise expressly permitted under applicable U.S. and international copyright laws (“Copyright Laws”) which may not be excluded by agreement between the parties (to the extent that such actions cannot be prohibited because they are necessary to decompile the Solutions to obtain the information necessary to create an independent program that can be operated with the Solutions or with another program (“Permitted Objective”), they are only permitted provided that the information obtained by Customer during such activities: is not disclosed or communicated without Arctic Wolf's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; is not used to create any software that is substantially similar in its expression to the Solutions; is kept secure; and is used only for the Permitted Objective); (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the intellectual property contained within Solutions, except as otherwise expressly permitted under the Copyright Laws which may not be excluded by agreement between 1154

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the parties; (iii) interfere with or disrupt the integrity or performance of the Solutions or the data and information contained therein or block or disrupt any use or enjoyment of the Solutions by any third party; (iv) attempt to gain unauthorized access to the Arctic Wolf Technology or related systems or networks; (v) remove or obscure any proprietary or other notice contained in the Arctic Wolf Technology, including on any reports or data printed from the Arctic Wolf Technology; (vi) use the Solutions in connection with a service bureau offering or as a service provider whereby Customer operates or uses the Solutions deployed within its environments for the benefit of any unrelated third party (excluding use with Customer’s Affiliates, but including any end user or customer of Customer or Customer Affiliates); (vii) use the Solutions to monitor or scan any environments for which Customer has not received consent; or (viii) include material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or otherwise results in any tort, injury, damage or harm to any person. Customer agrees to abide by the terms of the Acceptable Use Policy at https://arcticwolf.com/terms/acceptable-user-policy, as may be updated from time-to-time in accordance with Section 13 below. If Arctic Wolf, in its reasonable discretion, determines that Customer’s use of or access to the Solutions imposes an actual or imminent threat to the security or stability of Arctic Wolf’s infrastructure or that Customer is abusing its use of the Solutions in contravention of the terms of this Agreement, Arctic Wolf may, in addition to any other right herein, temporarily suspend Customer’s access to the Solutions, without liability except as otherwise provided by applicable laws including Consumer Protection Laws, until such activity is rectified. If commercially practicable, Arctic Wolf shall provide Customer with notice prior to any such suspension and shall work with Customer in good faith to reinstate the Solutions promptly.

5.2 Arctic Wolf Responsibilities. Arctic Wolf shall provide the Solutions Customer subscribes to as identified on an Order Form in accordance with the terms of this Agreement and as further described in the Solutions Terms. Any Software included within the Solutions shall include any updates, upgrades, bug fixes, version upgrades or any similar changes that are made generally available to Arctic Wolf’s customers free of charge from time to time during the Subscription Term.

5.3. Customer Responsibilities. Customer is responsible for identifying the administrative users for its account which may include Customer’s and its Affiliates’ authorized (email authorization sufficient) third party service providers and agents (“Administrators”). Each Administrator will receive an administrator ID and password and will need to register with Arctic Wolf. Customer is responsible for registering and updating its Administrators, or notifying Arctic Wolf, as applicable, about changes to Administrators, including but not limited to termination, change of authority, and the addition of Administrators. Customer acknowledges and agrees that (i) Administrators will be able to view all Solutions Data (as defined in Section 7.2) and other traffic and activities that occur on Customer’s network and that Customer is responsible for all activities that occur under Administrator accounts, and (ii) Administrators may communicate with Arctic Wolf using chat features within the Solution dashboards and such communications may be monitored and recorded by Arctic Wolf and the third party tool provider for purposes of customer service, quality assurance, and other business purposes set forth in the Privacy Notice located at https://arcticwolf.com/terms/privacy-notice-forcustomers/ as may be updated from time to time by Arctic Wolf in accordance with Section 13 (“Privacy Notice”) and Customer consents to such activity. Administrator IDs are granted to individual, named persons and cannot be shared or used by more than one Administrator but may be reassigned from time-to-time to new Administrators. Notwithstanding anything contrary herein, Customer understands and agrees that transmission of Solutions Data to Arctic Wolf may be impacted by in-country technical issues and requirements. Arctic Wolf will provide reasonable assistance to Customer in such instances but is not liable if the Solutions Data cannot be transmitted outside of such country.

Customer is responsible for implementing appropriate internal procedures and oversight to the extent it utilizes the configuration of workflows and processes, including but not limited to containment actions, and similar functionalities in conjunction with the Services. Arctic Wolf may recommend Customer, depending on the scope of the deployment, implement software and services to enable features of the Solutions or to permit increased visibility into Customer’s environment. Customer is responsible for making such determinations in its discretion and Arctic Wolf has no liability for Customer’s decisions related thereto. Customer acknowledges that any changes Customer makes to its code, infrastructure, or configuration of the Solutions after initial deployment may cause the Solutions to cease working or function improperly or could prevent Arctic Wolf from delivering the Solutions and Arctic Wolf will have no responsibility for the impact of any such Customer changes. Customer understands that depending on the Solution deployed, a Solution may consume additional CPU and memory in Customer’s environment while running in production.

5.4 Anti-corruption. In no event shall Arctic Wolf be obligated to take any action (including the shipping of any product or the provision of any service) or omit to take any action that Arctic Wolf believes in good faith would cause it to be in violation of any U.S. or international laws or regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act (the “FCPA”) or UK Bribery Act 2010. Neither party will (i) attempt to, directly or indirectly, improperly influence the sale or purchase of products by payments or other actions contrary to law or regulation, or (ii) take any action or permit or authorize any action that would violate or cause a party to violate the FCPA, the UK Bribery Act, or other applicable anti-corruption laws or regulations. Neither party will, for the purpose of influencing any act or decision to obtain or retain business or direct business to any person, pay, offer or promise to pay, or authorize the payment of, directly or indirectly, any money or anything of value to or for the use or benefit of any of the following: (a) any government official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any representative of any public international organization, or any person acting in any official capacity for or on behalf of any government, state-owned business or public organization); (b) any political party, official thereof, or candidate for political office; or (c) any other person if a party or any respective partner, officer, director, employee, agent, representative or shareholder of such party knows or has reason to suspect or know that any part of such money or thing of value will be offered, given, or promised, directly or indirectly, to any of the above-identified persons or organizations. Each party acknowledges and agrees that none of its officers, directors, employees, agents or representatives is a government official or employee or an official or employee of any department or instrumentality of any government, nor is any of them an officer of a political party or candidate for political office, who will share directly or indirectly any part of the sums that may be paid pursuant to performance of this Agreement; and each party agrees to immediately notify the other party should the foregoing change during the term of this Agreement. Each party represents and warrants that neither this Agreement nor the performance of or exercise of rights under this Agreement is restricted by, in conflict with, requires registration or approval or tax withholding under, or will require any termination or expiration, compensation, or any compulsory licensing under, any applicable law or regulation of any country or other governmental entity, and each party will not make any claim to the contrary (each party is relying on this representation and warranty, among other provisions of this Agreement, in entering this Agreement and would not enter this Agreement in its absence).

5.5 Trade Controls. Customer understands that the Solutions may be subject to the export control, economic sanctions, customs, import, and anti-boycott laws, regulations, and orders promulgated or enforced by Canada, the United States, the United Kingdom, Customer’s 1155

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jurisdictions of incorporation and operations, and any other country or governmental body having jurisdiction over the parties to this Agreement (“Trade Controls”). Customer shall ensure that the Solutions are not re-exported, provided or transferred to any person or entity listed on any restricted or prohibited persons list issued by Canada, the United States, the United Kingdom, Germany, or any governmental authority of any applicable jurisdiction, including but not limited to the Bureau of Industry and Security’s Denied Persons, Entity, or Unverified List or the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List, or the UK Consolidated List of Financial Sanctions Targets (collectively, the “Restricted Persons Lists”). Customer represents and warrants that it and its shareholders, members, partners, or other owners are not listed on, or owned 50% or more, collectively or individually, by anyone on a Restricted Persons List. Customer shall not use the Solutions (a) for a military application, wherever located; or (b) with knowledge or reason to know that the Solutions will be used for nuclear, chemical, or biological weapons proliferation or (c) for any other end use or by any end user otherwise prohibited by applicable Trade Controls. Upon request by Arctic Wolf, Customer will complete and provide an end use certificate in the form requested by Arctic Wolf. Arctic Wolf may suspend and/or cancel the export, delivery, and or servicing of the Solutions, if:
(i) Arctic Wolf has not received requested end-user certifications; (ii) Arctic Wolf has not received any government approvals required to comply with Trade Controls; or (iii) Arctic Wolf believes that such activity may violate any Trade Controls. If the Solutions are resold or transferred in violation of any Trade Controls or the provision of this Agreement, Arctic Wolf shall not be obligated to provide any warranty service or technical support for such Items.

5.6 Public Entity Customers. If Customer is a public entity, Customer acknowledges and agrees this Agreement is the sole set of terms governing the delivery of the Solutions to Customer and for the avoidance of doubt, any terms related to the acceptance of any services or work product shall not apply. The terms of any request for proposal(s), request for information, invitation to qualify, purchasing agreement or cooperative contract, or any other similar agreement Customer is using to purchase the Solutions (as defined above) from an Authorized Partner do not apply to Arctic Wolf. Further, Customer understands, and hereby consents, that Solutions Data may be accessed and processed by Arctic Wolf and its non-US Affiliates and their non-US citizen employees and resources and Arctic Wolf’s authorized third-party service providers in the United States, Europe, Canada, Australia, or other locations around the world. Notwithstanding anything contrary in any other agreement or purchasing contract, Customer understands and agrees that during the Subscription Term, Arctic Wolf will maintain security controls and processes no less restrictive than those set forth in its SOC 2 Type II report and ISO 27001 certification. Customer is responsible for determining if Arctic Wolf’s controls and processes comply with Customer’s data handling and security policies.

Customer represents that in purchasing the Solutions, (i) Customer is not relying on Arctic Wolf for performance of a federal prime contract or subcontract and (ii) Customer is not receiving federal funds to purchase the Solutions. If Customer does intend to rely on Arctic Wolf Solutions to fulfill its obligations under a federal prime contract or subcontract or utilize federal funds to purchase the Solutions, Customer agrees to provide Arctic Wolf advance written notice of that intention, and Arctic Wolf shall have the option to terminate this Agreement.

Arctic Wolf Technology is a “commercial item”, “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Sections 12.211-12.212, as applicable. All Arctic Wolf Technology is and was developed solely at private expense and the use of Arctic Wolf Technology by the United States Government are governed solely by this Agreement and are prohibited except to the extent expressly permitted by this Agreement.

Customer represents it has the requisite authority to enter into and perform its obligations under this Agreement.

6. Fees, Payment, Taxes, and Audit. Pricing for the Solutions will be specified on an Order Form.

6.1 Fees, Payment, & Taxes. Customer will purchase the Solutions through the Authorized Partner. The Order Form and/or invoice containing terms related to fees, payment, taxes, audit, and any other related terms shall be between Customer and the Authorized Partner.

Customer will pay any owed amounts to the Authorized Partner, as agreed between Customer and Authorized Partner. Customer agrees that Arctic Wolf may suspend or terminate Customer’s use of the Solutions upon ten (10) days’ written notice to Customer if Arctic Wolf does not receive payment of Fees from the Authorized Partner. The amounts paid by Authorized Partner to Arctic Wolf for Customer’s use of the Solutions under this Agreement will be deemed the amount actually paid or payable under this Agreement for purposes of calculating Arctic Wolf’s liability under Section 11. Customer’s renewal pricing will be communicated to Customer by the Authorized Partner in accordance with the terms Customer has with the Authorized Partner or by Arctic Wolf prior to the renewal Subscription Term. If, in limited circumstances, Arctic Wolf invoices Customer directly for any fees, including but not limited to renewal subscription fees, incidental charges, such as international shipping costs, the following terms will apply:

All fees are payable in the currency set forth in the Order Form (or applicable invoice) and are non-cancelable and non-refundable EXCEPT AS

REQUIRED BY CONSUMER PROTECTION LAWS, ARCTIC WOLF IS NOT OBLIGATED TO REFUND ANY FEES OR OTHER PAYMENTS

ALREADY PAID, AND ANY CANCELLATION BY CUSTOMER WILL TAKE PLACE AT THE END OF THE APPLICABLE SUBSCRIPTION TERM, UNLESS ARCTIC WOLF OTHERWISE AGREES IN WRITING. Late payments shall bear interest at a rate equal to the maximum rate permitted by law. If Customer fails to make any payments due under this Agreement or an applicable Order Form, Arctic Wolf shall notify Customer of such nonpayment. If a payment that is due remains unpaid for ten (10) days after Arctic Wolf provides Customer with notice of such nonpayment, Arctic Wolf may cease providing the Solutions without any liability to Arctic Wolf. The amounts payable to Arctic Wolf are exclusive of any sales tax, use tax, excise tax, VAT, GST, HST, or similar taxes (“Indirect Taxes”). Customer is solely responsible for payment of all Indirect Taxes. If Customer is required to pay any Indirect Taxes, Customer shall pay such Indirect Taxes with no reduction or offset in the amounts payable to Arctic Wolf hereunder and Customer will pay and bear such additional amount as shall be necessary such that Arctic Wolf receives the full amount of the payment required as if no such reduction or offset were required. If Arctic Wolf has the legal obligation to pay or collect Indirect Taxes for which Customer is responsible, Customer authorizes Arctic Wolf to charge Customer for such amount. If Customer believes that Arctic Wolf has billed Customer incorrectly, Customer must contact Arctic Wolf no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Arctic Wolf’s customer support department.

6.2 Audit. During the term of this Agreement and for one year thereafter, Customer shall provide Arctic Wolf, or its designated representative, promptly upon request with appropriate records requested by Arctic Wolf to verify Customer’s compliance with the Agreement, 1156

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including specifically its license numbers as set forth on an Order Form. Arctic Wolf, at its option, may require that an executive officer of Customer certify in writing to Customer’s compliance with this Agreement and disclose the scope of use of the Solutions by Customer. If, because of such audit, Arctic Wolf determines that Customer has exceeded the number of licenses subscribed to by Customer on an Order Form, Arctic Wolf will notify Customer of the number of additional licenses, along with the associated Subscription Fees prorated through the end of the then-current Subscription Term, and Customer will remit payment for such Subscription Fees in accordance with this Section 6.

7. Confidentiality; Data.

7.1 Confidentiality. Either party (as a “Discloser”) may disclose confidential and proprietary information, orally or in writing (“Confidential Information”) to the other party (as a “Recipient”). Confidential Information (a) shall be marked with a restrictive legend of the Discloser or, (b) if orally or visually disclosed to Recipient by Discloser, or disclosed in writing without an appropriate letter, proprietary stamp, or legend, shall be confidential if it would be apparent to a reasonable person that such information is confidential or proprietary. This Section 7 will supersede any non-disclosure agreement by and between the parties (whether entered before, on, or after the Effective Date) and such agreement will have no further force or effect with respect to Confidential Information defined herein. Confidential Information of Arctic Wolf includes the following: any pricing, trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Arctic Wolf Technology; the design and architecture of the Arctic Wolf Technology; the computer code, internal documentation, and design and functional specifications of the Arctic Wolf Technology; Arctic Wolf’s security and privacy due diligence material such as SOC2 reports, security and privacy questionnaire responses & memos; and any intellectual property and know-how included in the problem reports, analysis, and performance information related to the Arctic Wolf Technology, and Threat Intelligence Data. Confidential Information of Customer may include the following:
(i) If the MA or MA+ Solution is deployed: First name, last name, corporate email address, phone number, job title, address, and organization hierarchy (collectively, “Point of Contact information”); User setup details (User email, work title, and name), Solution metrics related to such Users, including a Users' learning status, training scores, and Phishing results associated with such Users' use of the Solution (collectively “Learner Data”); if the Arctic Wolf Email Report Button is deployed by Customer, information pertaining to phishing email(s) selfreported by a User and includes or may include name of User, email address of User, json web token, full content of email, and version data (collectively, “Phishtel Data”); and Customer created and owned content, if any; and (ii) If MDR and/or MR Solutions are deployed: Points of Contact Information (as defined in Section 7.1(i) above) and Solutions Data (as defined in Section 7.2 below).

Each party agrees to hold the other party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties not authorized by the Discloser to receive such Confidential Information, and not to use such Confidential Information for any purpose except as expressly permitted hereunder and as described in the Privacy Notice. Each party agrees to take commercially reasonable steps to protect the other party’s Confidential Information and to ensure that such Confidential Information is not disclosed, distributed, or used in violation of the provisions of this Agreement. The Recipient may disclose Confidential Information only: (a) with the Discloser’s prior written consent; or (b) to those employees, officers, directors, agents, consultants, third party service providers, and advisors with a clear and well-defined “need to know” purpose who are informed of and bound by confidentiality obligations no less restrictive than those set forth in this Section 7.

Notwithstanding the foregoing, the Recipient may disclose Confidential Information to the extent required by law; however, the Recipient will give, to the extent legally permissible and reasonably practical, the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of this Agreement. For the avoidance of doubt, Arctic Wolf may share Customer’s name with Customer’s services providers to assist Customer in the resolution of technical issues pertaining to the Solutions. To the extent legally required, Arctic Wolf may report any violations of law pertaining to Customer’s use of the Solutions. The Discloser agrees that the foregoing confidentiality obligations shall not apply with respect to any information that the Recipient can document is: (i) rightfully in its possession or known to it prior to receipt from the Discloser without an obligation of confidentiality; (ii) has become public knowledge through no fault of the Recipient; (iii) rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (iv) independently developed by employees of the Recipient who had no access to Discloser’s Confidential Information. Upon expiration or termination of this Agreement for any reason, and except as otherwise provided in Section 14 below, each party shall promptly destroy all copies of the other party's Confidential Information and copies, notes or other derivative material relating to the Confidential Information. Notwithstanding the foregoing, and subject to the Privacy Notice, Arctic Wolf may retain Contract Account Information which may include Customer name, contact first name and last name, corporate email address, phone number, job title, address, and organization hierarchy following termination of this Agreement for its internal business purposes.

7.2 Solutions Data. “Solutions Data” means, depending on the Solution deployed, the operational system log data and any other information provided by Customer in furtherance of its use of the Solutions and which Customer may elect to submit to Arctic Wolf through the Solutions, including, but not limited to operational values, event logs, and network data such as flow, HTTPS, TLS, DNS metadata, cursory inventory data, operating systems and versions, users and groups from Active Directory, system level inventory, event data, and network vulnerability data, but excluding Threat Intelligence Data (as defined below). As between the parties, Customer shall retain all right, title, and interest (including all intellectual property rights) in and to the Solutions Data (excluding any Arctic Wolf Technology used with the Solutions Data).

Customer hereby grants Arctic Wolf, during the term of the Agreement, a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify, and create derivative works of the Solutions Data to provide the Solutions to Customer. The location of the storage of raw Solutions Data within Arctic Wolf’s third-party service providers’ data centers will be as set forth in the Solutions Terms.

7.3 Threat Intelligence Data. "Threat Intelligence Data" means any malware, spyware, virus, worm, trojan, or other potentially malicious or harmful code or files, URLs, DNS data, public IP addresses, network telemetry, commands, processes or techniques, tradecraft used by threat actors, metadata, or other information or data, in each case that is potentially related to unauthorized third parties associated therewith and that:
(i) Customer provides to Arctic Wolf in connection with this Agreement, or (ii) is collected or discovered during the course of Arctic Wolf providing Solutions, excluding any such information or data that identifies Customer or to the extent that it includes Personal Information (as defined below) of the data subjects of Customer (but including personal information of threat actors or as otherwise provided in the Privacy Notice). 1157

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8. Data Privacy.

8.1 Personal Information. Point of Contact Information, Solutions Data, Learner Data, and Phishtel Data (or any other Confidential Information provided by Customer) may include information that identifies, relates to, describes, is reasonably capable of being associated with or linked to a particular individual, whether directly or indirectly (“Personal Information”). Customer is responsible for the lawfulness of any such Personal Information and Arctic Wolf’s receipt, use, and processing of it under the Agreement. Customer represents and warrants that, where it provides Personal Information to Arctic Wolf or requests Arctic Wolf collect or process such information, it (1) has complied with any applicable laws relating to the collection or provision of such information, (2) possesses any consents, authorizations, rights and authority, and has given all required notices to individual data subjects as are required to transfer or permit Arctic Wolf to collect, receive, or access any Personal Information, and (3) to the extent required by applicable law, has informed the individuals of the possibility of Arctic Wolf processing their Personal Information on Customer’s behalf and in accordance with its instructions.

8.2 European Union and United Kingdom General Data Protection Regulation. If and to the extent Customer submits to Arctic Wolf personal data (as that term is defined under the General Data Protection Regulation and its UK equivalent (“GDPR”)) of individuals located in the European Economic Area or United Kingdom, the Arctic Wolf Data Processing Agreement available at https://arcticwolf.com/terms/dpa/, as may be updated by Arctic Wolf from time-to-time in accordance with its terms (the “DPA”), shall be executed by Customer and upon execution and return to Arctic Wolf in accordance with its terms will be incorporated into this Agreement. It is Customer’s sole responsibility to notify Arctic Wolf of requests from data subjects related to the modification, deletion, restriction and/or objection to processing of personal data. Customer represents and warrants that any processing of personal data in accordance with its instructions is lawful.

8.3 California Consumer Privacy Act. The parties acknowledge and agree that Arctic Wolf is a service provider for the purposes of the California Consumer Privacy Act, as supplemented by the California Privacy Rights Act (collectively, the “CCPA”) and may receive personal information (as defined by the CCPA) from Customer pursuant to this Agreement for the provision of certain purchased or licensed cybersecurity operations solutions and/or services as chosen by Customer and reflected on an Order Form (the “Business Purpose”). The parties agree to always comply with the applicable provisions of the CCPA in respect to the collection, transmission, and processing of all personal information (as defined by the CCPA) exchanged or shared pursuant to the Agreement. Arctic Wolf shall not (i) sell any such personal information; (ii) retain, use or disclose any personal information provided by Customer pursuant to this Agreement except as necessary for the specific purpose of performing and/or delivering the Business Purpose to Customer pursuant to this Agreement or as permitted by the CCPA, as well as any support and other ancillary services (including, without limitation, services to prevent or address service or technical problems) related to the Solutions; (iii) retain, use, or disclose such personal information for a commercial purpose other than performing the Business Purpose unless otherwise explicitly permitted under the Agreement; (iv) retain, use, or disclose such personal information outside of the direct business relationship between Customer and Arctic Wolf for the Business Purpose unless otherwise permitted under the Agreement; or (v) combine any such personal information with personal information that it receives from or on behalf of any other person(s) or collects from its own interaction with the consumer, provided that Arctic Wolf may combine personal information to perform any purpose as defined in and as permitted under the CCPA. Arctic Wolf further agrees that it will: (i) comply with all applicable obligations under the CCPA and Arctic Wolf will provide the same level of privacy protection as is required by the CCPA; (ii) allow Customer to take reasonable and appropriate steps to help to ensure that Arctic Wolf uses personal information in a manner consistent with Customer’s obligations under the CCPA; and (iii) allow Customer, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information. The terms “personal information,” “consumer”, “service provider,” “sale,” “share,” and “sell” are as defined in Section 1798.140 of the CCPA. Arctic Wolf certifies that it understands the restrictions of this Section 8.3 and will comply with them and will notify Customer if Arctic Wolf decides that it can no longer meet its obligations under the CCPA.

It is Customer’s sole responsibility to notify Arctic Wolf of any requests from consumers (as defined in the CCPA) seeking to exercise rights afforded in the CCPA regarding personal information received or processed in connection with the Solutions. Arctic Wolf agrees to provide reasonable cooperation to Customer in connection with such requests.

8.4 Canadian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined under applicable Canadian privacy laws, being all applicable federal, and provincial laws and regulations relating to the processing, protection or privacy of personal information (“Privacy Laws”), of individuals located in Canada, Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications, regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of Canada), and/or the transfer by Customer of such individual’s personal information to Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of Canada). Upon request of Customer, Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers.

Customer retains control of the personal information and remains solely responsible for its compliance with Privacy Laws and for the processing instructions it gives to Arctic Wolf. The parties agree that this Agreement, together with Customer’s use of the Solution in accordance with this Agreement, constitutes Customer’s instructions to Arctic Wolf in relation to the processing of such personal information. Subject to Section 8.1 of this Agreement, Arctic Wolf will only process the personal information to the extent, and in such a manner, as is necessary for the performance of the Solutions. Arctic Wolf will reasonably assist Customer with meeting the Customer’s compliance obligations under applicable Privacy Laws, considering the nature of Arctic Wolf’s processing and the information available to Arctic Wolf.

Arctic Wolf shall:
• Comply with its obligations as a third-party service provider/mandatory under applicable Privacy Laws, including by implementing appropriate technical, physical and organizational measures to safeguard the personal information; • Periodically conduct audits of its information security controls for facilities and systems used to deliver the Solutions and make relevant audit reports available to Customer for review. The Customer will treat such audit reports as Arctic Wolf’s Confidential Information; • Within seventy-two (72) hours of discovery notify Customer of any unauthorized or unlawful access to or processing of the personal information;
• Limit access to those employees who require the personal information access to meet Arctic Wolf’s obligations under this Agreement and ensure that all employees are informed of the personal information’s confidential nature; 1158

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• Notify Customer if it receives any complaint, notice, or communication that directly or indirectly relates to the personal information processing or to either party’s compliance with Privacy Laws, and provide its full co-operation and assistance in responding to such complaint, notice or communication; and
• Upon Customer’s request, provide the Customer a copy of or access to all or part of the Customer’s personal information in its possession or control in the format reasonably agreed to by the parties.

8.5 Australian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Australian Privacy Act 1988 (Cth)) on your behalf, as agent for you, Arctic Wolf will only handle your personal information for the purpose of performing the Solutions, in accordance with the Privacy Notice or as required by applicable law, and ensuring you have access to your Solutions Data in accordance with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing and retrieving Solutions Data, limiting others' use of Solutions Data and specifying security measures that are used in relation to Solutions Data as set forth in this Agreement, including the Privacy Notice.

8.6 South African Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Protection of Personal Information Act, 4 of 2013) of individuals located in South Africa, Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications, regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of South Africa, and/or the transfer by Customer of such individual’s personal information to Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of South Africa). Upon request of Customer, Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers. Arctic Wolf will only handle personal information for the purpose of performing the Solutions and ensuring Customer has access to its Solutions Data in accordance with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing, and retrieving Solutions Data, limiting others' use of Solutions Data. Arctic Wolf shall take appropriate, reasonable technical and organizational security measures to prevent the loss of, damage to or unauthorized destruction of personal information, and the unlawful access to or processing of personal information.

9. Indemnity.

9.1 Arctic Wolf’s Indemnity. Subject to Section 9.3, Arctic Wolf will defend and indemnify Customer from any unaffiliated third-party claim or action to the extent based on the allegation that the Solutions infringe any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right) having effect in the United States, Canada, Australia, United Kingdom, Switzerland, South Africa, and the European Union. Arctic Wolf will pay any settlements that Arctic Wolf agrees to in writing signed by an authorized officer of Arctic Wolf or final judgments awarded to the third-party claimant by a court of competent jurisdiction. The foregoing obligations do not apply with respect to the Solutions, or portions or components thereof, that are: (a) not provided by Arctic Wolf; (b) combined with other products, processes or materials that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination; (c) modified other than with Arctic Wolf’s express consent; (d) used after Arctic Wolf’s notice to Customer of such activity’s alleged or actual infringement; or (e) not used by Customer in strict accordance with this Agreement or the published Documentation. The indemnification obligations set forth in this Section 9.1 are Arctic Wolf’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind.

9.2 Customer Indemnity. Subject to Section 9.3, Customer agrees to defend and indemnify Arctic Wolf from any third-party claim or action brought against Arctic Wolf to the extent based on Customer’s alleged breach of Sections 5 or 8. Customer agrees to pay any settlements that Customer agrees to in a writing signed by an authorized officer of Customer, or final judgments awarded to the third-party claimant by a court of competent jurisdiction.

9.3 Procedures. Each party’s indemnification obligations are conditioned on the indemnified party: (a) providing the indemnifying party with prompt written notice of any claim, provided that the failure to provide such notice shall only limit the indemnifying party’s obligation to indemnify to the extent that the failure prejudices the indemnifying party in its defense of the claim; (b) granting the indemnifying party the sole control of the defense or settlement of the claim; and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party’s expense. Notwithstanding the foregoing, the indemnifying party (i) may not make an admission of fault on behalf of the other party without written consent, (ii) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (iii) the other party may join in the defense with its own counsel at its own expense.

9.4 Options. If Customer’s use of the Solutions has become, or in Arctic Wolf’s opinion is likely to become, the subject of any claim of infringement, Arctic Wolf may at its option and expense: (a) procure for Customer the right to continue using and receiving the Solutions as set forth hereunder; (b) replace or modify the Solutions to make them non-infringing; (c) substitute an equivalent for the Solutions; or (d) if Arctic Wolf, in its sole discretion, determines that options (a)-(c) are not reasonably practicable, terminate this Agreement and refund any pre-paid unused Fees as of the effective date of termination.

10. Warranty and Warranty Disclaimer.

10.1 Solutions Warranty. ARCTIC WOLF WARRANTS THAT DURING THE SUBSCRIPTION TERM AND PROVIDED THAT CUSTOMER

IS NOT IN BREACH OF THIS AGREEMENT OR AS OTHERWISE PROHIBITED BY CONSUMER PROTECTION LAWS INCLUDING ANY CUSTOMER RIGHTS UNDER SUCH CONSUMER PROTECTION LAWS THAT: (I) THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT DO NOT INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (II) THE SOLUTIONS SHALL SUBSTANTIALLY PERFORM AS DESCRIBED IN THE DOCUMENTATION; AND (III) IT WILL COMPLY WITH ALL INTERNATIONAL,

PROVINCIAL, FEDERAL, STATE AND LOCAL STATUTES, LAWS, ORDERS, RULES, REGULATIONS AND REQUIREMENTS, INCLUDING

THOSE OF ANY GOVERNMENTAL (INCLUDING ANY REGULATORY OR QUASI-REGULATORY) AGENCY APPLICABLE TO ARCTIC WOLF AS IT PERTAINS TO ITS OBLIGATIONS AND THE DATA REQUIRED FOR THE PERFORMANCE OF THE SOLUTIONS DESCRIBED HEREIN.

IN THE EVENT OF ANY BREACH OF THIS SECTION 10.1, ARCTIC WOLF SHALL, AS ITS SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY (OTHER THAN ARCTIC WOLF’S INDEMNIFICATION OBLIGATIONS IN SECTION 9.1 ABOVE, OR OTHERWISE PROHIBITED BY 1159

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CONSUMER PROTECTION LAWS OR PROVIDED IN SECTION 10.3 OF THIS AGREEMENT), REPAIR OR REPLACE THE SOLUTIONS

THAT ARE SUBJECT TO THE WARRANTY CLAIM AT NO COST TO CUSTOMER OR IF ARCTIC WOLF IS UNABLE TO REPAIR OR

REPLACE, THEN ARCTIC WOLF WILL REFUND ANY PRE-PAID FEES FOR THE SOLUTIONS, OR PARTS THEREOF, SUBJECT TO THE WARRANTY CLAIM. EXCEPT FOR THE WARRANTIES DESCRIBED IN THIS SECTION, THE SOLUTIONS ARE PROVIDED WITHOUT WARRANTY, TERMS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AND ANY WARRANTIES OF TITLE. CUSTOMER ACKNOWLEDGES THAT THE SOLUTIONS ARE PROVIDED “AS IS” AND FURTHER ACKNOWLEDGES THAT ARCTIC WOLF DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED, OR ERROR FREE; OR (B) THE SOLUTIONS ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE. CUSTOMER IS RESPONSIBLE AND ARCTIC WOLF SHALL HAVE NO

RESPONSIBILITY FOR DETERMINING THAT THE USE OF THE SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN THE JURISDICTION(S) IN WHICH CUSTOMER MAY DEPLOY AND USE THE SOLUTIONS.

10.2 No Guarantee. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT ARCTIC WOLF DOES NOT GUARANTEE OR WARRANT THAT IT WILL FIND, LOCATE, OR DISCOVER ALL OF CUSTOMER’S SYSTEM THREATS, VULNERABILITIES, MALWARE, AND

MALICIOUS SOFTWARE, OR THAT ALL SUCH SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE CAN OR WILL BE CONTAINED OR UNCONTAINED IN THE DELIVERY OF THE SOLUTIONS. CUSTOMER ACKNOWLEDGES THAT CERTAIN

FEATURES AND ACTIVITIES PERFORMED BY ARCTIC WOLF AND MORE FULLY DESCRIBED IN THE SOLUTIONS TERMS COULD POSSIBLY RESULT IN INTERRUPTIONS OR DEGRADATION TO CUSTOMER’S SYSTEMS AND ENVIRONMENT AND ACCEPTS THOSE RISKS AND CONSEQUENCES. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ANY THIRD-PARTY SYSTEMS (NOT INCLUDING THIRD PARTY PRODUCTS AS DEFINED IN SECTION 10.4 BELOW) OR SERVICES, INCLUDING ANY CLOUD IAAS AND SAAS SYSTEMS, TOOLS, AND/OR ENVIRONMENTS AND ANY DIAGNOSTIC TOOLS, API’S, AND OTHER SUCH INTEGRATIONS, THAT CUSTOMER USES OR DEPLOYS IN CONNECTION WITH THE DELIVERY OF THE SOLUTIONS.

10.3 Open Source Warranty. Customer acknowledges that certain components of the Solutions (“Open Source Components”) may be covered by so-called “open source” software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative (or any substantially similar licenses). Arctic Wolf hereby represents and warrants that all Open Source Components in the Solutions will be provided to Customer by Arctic Wolf hereunder in a manner compliant with their applicable open source licenses. To the extent required by the licenses covering third party Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to third party Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component.

10.4 Third-Party Products. Third-Party Products (as defined in this Section 10.4) may carry a limited warranty from the third-party publisher, provider, or original manufacturer of such Third-Party Products. To the extent required or allowed, Arctic Wolf will pass through to Customer or directly manage for the benefit of Customer’s use of the Third-Party Products as part of the Solutions (such decision to be made in Arctic Wolf’s discretion), the manufacturer warranties related to such Third-Party Products. “Third-Party Products” means any non-Arctic Wolf branded products and services (including Equipment, and any operating system software included therewith) and non-Arctic Wolf-licensed software products, including Open Source Components.

10.5 Customer Warranties. Customer represents and warrants that it shall: (i) be responsible for ensuring the security and confidentiality of all Administrator IDs and passwords; (ii) use commercially reasonable endeavors to prevent unauthorized access to, or use of, the Solutions; (iii) notify Arctic Wolf promptly upon discovery of any unauthorized use of the Solutions or any breach, or attempted breach, of security of the Solutions; (iv) not violate any international, provincial, federal, state and local statutes, laws, orders, rules, regulations and requirements applicable to Customer’s performance of its obligations herein, including those of any governmental (including any regulatory or quasi-regulatory) agency, Trade Control laws, and regulations and the FCPA and UK Bribery Act 2010; (v) not use the Solutions or transfer any Solutions Data to Arctic Wolf for any fraudulent purposes; and (vi) implement safeguards within Customer’s environment to protect the Solutions, including specifically, the Equipment, from the introduction, whether intentional or unintentional, of: (1) any virus or other code, program, or sub-program that damages or interferes with the operation of the Equipment or halts, disables, or interferes with the operation of the Solutions; or (2) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Solutions. Customer authorizes Arctic Wolf to perform Services (and all such tasks and tests reasonably contemplated by or reasonably necessary to perform the Services) on network resources with the internet protocol addresses or other designated identifiers identified by Customer. Customer represents that, if Customer does not own such network resources, it will have obtained consent and authorization from the applicable third party to permit Arctic Wolf to provide the Services on such third party’s network resources.

11. Limitation of Liability.

11.1 TO THE FULL EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 11.2 BELOW, FOR ANY CAUSE RELATED TO OR

ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT

LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, ARCTIC WOLF WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR: (A) DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SOLUTIONS,

LOST REVENUES OR PROFITS, LOSS OF SOLUTIONS, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING

FROM SYSTEM FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT

INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, BREACHES BY AN AUTHORIZED PARTNER, OR BREACHES IN CUSTOMER’S SYSTEM SECURITY; OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (C) ANY AMOUNTS THAT EXCEED

THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE CLAIM PERTAINING TO THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS

SHALL APPLY WHETHER OR NOT ARCTIC WOLF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES UNDERSTAND AND AGREE

THAT THE LIMITATIONS OF LIABILITIES FOR EACH PARTY SET FORTH IN THIS AGREEMENT ARE REASONABLE AND THEY WOULD NOT HAVE ENTERED INTO THE AGREEMENT WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS OF LIABILITY IN THIS 1160

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SECTION 11, WITH RESPECT TO ARCTIC WOLF AUSTRALIAN CUSTOMERS, ARE SUBJECT TO THE COMPETITION AND CONSUMER ACT 2010 (CTH) SCH 2 AND SECTION 11.2 OF THIS AGREEMENT.

11.2 FOR CUSTOMERS DEEMED “CONSUMERS” AS DEFINED BY THE COMPETITION AND CONSUMER ACT 2010 (CTH) SCH 2, SECTION 11.1 IS REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ARCTIC WOLF SHALL NOT BE LIABLE TO CUSTOMER (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (A) ANY LOST PROFITS, REVENUE, OR

SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,

EVEN IF ARCTIC WOLF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR (B) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THESE TERMS. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 11.2. THIS SECTION 11.2 DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF ARCTIC WOLF OR ITS AFFILIATES

IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE. TO THE EXTENT APPLICABLE, THIS PROVISION MUST BE READ SUBJECT TO THE COMPETITION AND CONSUMER ACT 2010 (CTH) SCH 2.

12. Term and Renewal. This Agreement shall be in effect for the Subscription Term specified in the Order Form. Unless otherwise set forth on the Order Form, the Subscription Term for the Solutions, in its entirety, will automatically renew at the end of the initial Subscription Term for the same period of time as the initial Subscription Term, but in no event more than a twelve (12) month term, and subject to the then-current terms and price at the time of renewal; provided however, if either party would like to opt out of automatic renewal of the Subscription of the Solutions or reduce Subscription scope, then such party must notify the other party no less than sixty (60) days prior to the expiration of the thencurrent Subscription Term.

13. Updates. Arctic Wolf reserves the right to modify this Agreement, the URL Terms, and the Documentation in Arctic Wolf’s sole discretion or as otherwise set forth in the respective URL Terms. Should Arctic Wolf make any modifications, Arctic Wolf will post the amended terms on the applicable URL links, update the “Last Updated Date” within such documents, and notify Customer via email or such other direct written communication method implemented by Arctic Wolf from time-to-time. Customer may notify Arctic Wolf within 30 days after the effective date of the change of its rejection of such change. If Customer notifies Arctic Wolf of its rejection during such thirty (30) day period, then Customer will remain governed by the terms in effect immediately prior to the change until the end of Customer’s then-current Subscription Term. However, any subsequent renewal of the Subscription Term will be renewed under the then-current Agreement, URL Terms, and/or Documentation for such applicable Solutions, unless otherwise agreed in writing by the parties.

14. Termination. Either party may terminate this Agreement for cause if the other party commits a material breach of this Agreement, provided that such terminating party has given the other party ten (10) days advance notice to try and remediate the breach. Upon termination, Customer agrees to cease all use of the Arctic Wolf Technology, installed or otherwise, and permanently erase or destroy all copies of any Arctic Wolf Technology, including all Content and virtual Equipment, that are in its possession or under its control and promptly remove and return all physical Equipment to Arctic Wolf. Except as otherwise required by law, Arctic Wolf will remove, delete, or otherwise destroy all copies of Confidential Information in its possession upon the earlier of the following: (A) for MDR and MR Solutions, (i) the return of the Equipment, if applicable, to Arctic Wolf, or (ii) one hundred-twenty (120) days following expiration or termination, and (B) for the MA Solution, within one hundred twenty (120) days of expiration or termination. Notwithstanding anything contrary in this Agreement, should Customer fail to return any Equipment within ninety (90) days following discontinuation of use of the Equipment or termination or expiration of this Agreement, Customer will be liable for the replacement cost of the Equipment, which shall be due and owing upon receipt of the invoice from Arctic Wolf or the Authorized Partner, and Customer shall be liable for any breach of the Confidential Information and Arctic Wolf Technology contained within the unreturned Equipment.

Should Customer elect to have the Confidential Information defined in Section 7.1(i) and (ii) above returned upon expiration, it is the Customer’s responsibility to work with Arctic Wolf to ensure such information is returned prior to destruction. Sections 6 through 13, 14, and 15 will survive the non-renewal or termination of this Agreement.

15. Miscellaneous.

15.1 Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) on the next business day after the date sent, if sent for overnight delivery by a generally recognized international courier (e.g., FedEx, UPS, DHL, etc.) (receipt requested); or (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses set forth on the signature page hereof (or at such other address for a party as shall be specified in a notice given in accordance with this Section 15). For contractual purposes, Customer (1) consents to receive communications in an electronic form via the email address it provides herein or via the Customer Portal; and (2) agrees that all agreements, notices, disclosures, and other communications that Arctic Wolf provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper. This Section does not affect Customer's non-waivable rights.

15.2 Unless Customer directs otherwise by sending an email to Arctic Wolf at [email protected], which direction may be given at any time, Customer agrees that Arctic Wolf may list Customer’s company name and/or logo (in accordance with any trademark guidelines Customer may provide) as an Arctic Wolf customer within its customer lists and for use with Arctic Wolf’s partners in a manner that does not suggest Customer’s endorsement of any specific Arctic Wolf Solution.

15.3 The parties to this Agreement are independent contractors. Neither party has the authority to bind the other party without the express written authorization of the other party. Nothing herein may be construed to create an employer-employee, franchisor-franchisee, agency, 1161

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partnership, or joint venture relationship between the parties. Each party shall be primarily liable for the obligations of its respective Affiliates, agents, and subcontractors.

15.4 This Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Customer shall not be entitled to assign or otherwise transfer any of its rights and/or duties arising out of this Agreement and/or parts thereof to third parties, voluntarily or involuntarily, including by change of control, operation of law or any other manner, without Arctic Wolf’s express prior written consent.

Any purported assignment or other transfer in violation of the foregoing shall be null and void. No such assignment or other transfer shall relieve the assigning party of any of its obligations hereunder.

15.5 The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. The governing law and exclusive venue applicable to any lawsuit, settlement, or other dispute arising in connection with the Agreement will be determined by the location of Customer’s principal place of business (“Domicile”), as follows:

Domicile Governing Law Venue
United States (including, D.C. and its
inhabited territories) Delaware Kent County, Delaware
Canada Ontario Toronto
United Kingdom, Europe Union, Iceland,
Switzerland, Norway, Africa, Australia, New
Zealand
England & Wales London
The parties hereby irrevocably consent to the personal jurisdiction and venue as shown above. Unless prohibited by governing law or venue, or otherwise inapplicable, each party irrevocably agrees to waive jury trial. In all cases, the application of law will be without regard to, or application of, conflict of law rules or principles. Any dispute, controversy, or claim (including non-contractual disputes, controversies, or claims) arising out of or relating to this Agreement, the breach thereof, or its subject matter or formation, shall be referred to and finally determined by arbitration within the venue in the table above in English and in accordance with the JAMS International Arbitration Rules then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

15.6 To the extent permitted by law, each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose.

15.7 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

15.8 If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purpose of such void or unenforceable provision. Arctic Wolf does not accept, expressly or impliedly, and rejects and deems deleted any additional or different terms or conditions that Customer presents, including, but not limited to, any terms or conditions contained in Customer’s purchase order, or other such document, or established by trade usage or prior course of dealing.

15.9 This Agreement (including the URL Terms, and Order Form, and any other exhibit attached hereto) constitutes the parties’ entire agreement with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or understanding by and among the parties with respect to such subject matter, whether oral or written, provided that to the extent Customer uses any Arctic Wolf products, services, features, and/or functionalities (“New Products”) subject to terms not included in the Agreement, the relevant terms in effect at the time of first use at https://arcticwolf.com/terms/ shall be deemed to govern use of such New Products unless the parties agree otherwise in writing.

Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Except as otherwise provided herein, this Agreement may only be amended, modified, or supplemented only by an agreement in writing signed by each party.

15.10 In the event that Arctic Wolf receives personal healthcare information in the delivery of the Solutions, the parties agree to comply with the Business Associate Addendum (“BAA”) located at https://arcticwolf.com/terms/business-associate-addendum/ or such other equivalent agreement/addendum as required under applicable health information/privacy laws. In the event the parties have entered into a BAA or equivalent 1162

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agreement in relation to protected health information, the parties intend for both this Agreement and BAA or equivalent agreement to be binding upon them and the BAA or equivalent agreement is incorporated into this Agreement by reference.

15.11 The parties have participated mutually in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted mutually by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

15.12 The parties have agreed that this Agreement as well as any notice, document or instrument relating to it be drawn up in English only; les parties aux présentes ont convenu que la présente convention ainsi que tous autres avis, actes ou documents s’y rattachant soient rédigés en anglais seulement.

15.13 Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.14 Subject to the rights of Authorized Partners as expressly set out in the terms of this Agreement, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person. [signature page to follow]
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Arctic Wolf Networks –Solutions Agreement
Last Updated: 2024.06 Page 14 of 14
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the Effective Date.

Arctic Wolf Networks, Inc.: Customer:

Signed: Signed:

Name: __Andrew Hill__________________________ Name: ____________________________________________ Title: __Chief Legal Officer & General Counsel__________ Title: _____________________________________________ Date: ____________________________ Date: ___________________________________ Notice Address:

PO Box 46390
Eden Prairie, MN 55344
Attn: General Counsel
[email protected]
Notice Address:
1164
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 1

PARTICIPATING DEALER AGREEMENT
Ingram Micro Public Sector OMNIA Partners Contract
Agreement Number PDA: OMNIA - Effective Date:

This Participating Dealer Agreement (including all addenda attached hereto or executed in connection herewith, this “Agreement”) is made and entered into as of the date indicated by and between Ingram Micro Public Sector LLC (“Ingram Micro Public Sector”), an Indiana limited liability company, located at 10900 Pump House Road, Suite B, Annapolis Junction, MD 20701 and ________________________________ (“Participating Dealer”), a ______________ corporation, located at ________________________________________________(each a “Party” and collectively the “Parties”).

Whereas, Participating Dealer is providing support and generating sales interest in various products and product enabling services (collectively the “Products”) listed on Ingram Micro Public Sector’s OMNIA Contract Number R220802 (“Ingram Micro Public Sector Contract”) to authorized customers; Whereas, Ingram Micro Public Sector offers products and related services, manufactured by third parties, to Government agencies through the Ingram Micro Public Sector Contract.

Whereas, in connection with its support and sales generation, Participating Dealer is authorized to participate under the Ingram Micro Public Sector Contract and resell some or all of the Products within a specified territory.

Now therefore, in consideration of the mutual covenants and promises stated herein and in accordance with the terms and conditions of this Agreement and all Addenda hereto, the parties agree as follows:

1. Scope

1.1 Ingram Micro Public Sector authorizes Participating Dealer to participate under the Ingram Micro Public Sector Contract in accordance with the Ingram Micro Public Sector Contract requirements and any documents or notices that may be provided during the term of the Agreement.

1.2 Participating Dealer’s sale of Products referencing an Ingram Micro Public Sector Contract vehicle, without authorization by Ingram Micro Public Sector is prohibited and considered an illegal order against the related contract vehicle.

1.3 Nothing in this Agreement will be construed to extend to Participating Dealer the right to resell any Product in any territory beyond those authorized by the manufacturer.

1.4 Under the Ingram Micro Public Sector Contract, manufacturers that are partnered with Ingram Micro Public Sector may require Participating Dealer to meet and/or maintain specific requirements for participation. In such cases, this Agreement will only be effective while Participating Dealer remains authorized by the manufacturer and in good standing and compliant with all terms and conditions so required by the manufacturer.

1.5 Participating Dealer agrees that nothing in a contract vehicle, this Agreement, or any Ingram Micro Public Sector Contract document may be used to establish privity of contract between Participating Dealer and any government customer or entity, or any non-governmental entity entitled to purchase under the Ingram Micro Public Sector Contract.

2. Requirements

2.1 Participating Dealer can quote manufacturers’ products listed on the Ingram Micro Public Sector Contract for which Participating Dealer is authorized by the manufacturer/software vendors and Ingram Micro Public Sector / Ingram Micro Inc. to sell. Participating Dealer will be responsible for all Contract Administration Fees (CAF) on sales. Participating Dealer is authorized to discount pricing.

2.2 All Participating Dealer OMNIA quotes to government customers and purchase orders received by Participating Dealer from government customers shall be subject to the terms and conditions of the Ingram Micro Public Sector Contract’s then-current contract terms and pricing.

2.3 Participating Dealer quotes to government customers and purchase orders received by Participating Dealer from government customers shall not exceed the Ingram Micro Public Sector Contract prices current at the time the order is received.

Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 Cadence team inc 9100 seavey lane loomis ca 95650
Cadence team inc
2024-Nov-20
1165698
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 2

2.4 Pursuant to this Agreement, Participating Dealer will be authorized as a “Participating Dealer” on the Ingram Micro Public Sector Contract by modification. Notwithstanding this status, Participating Dealer is only authorized to sell products that are approved on the Ingram Micro Public Sector contract by Region 4 ECS.

2.5 Participating Dealer is not authorized under this Agreement to team with any third party or authorize any third party to submit a quotation or accept an order referencing the Ingram Micro Public Sector Contract.

2.6 Participating Dealer must demonstrate to Ingram Micro Public Sector an ability to track and agree to report all necessary information regarding activities contemplated under the Ingram Micro Public Sector Contract.

Information to be tracked and reported upon is detailed on the OMNIA Sales Reporting Addendum attached hereto.

2.7 Participating Dealer shall: (1) Comply with the same terms and conditions regarding prices as Ingram Micro Public Sector for sales made under the Ingram Micro Public Sector Contract; (2) Maintain a system of reporting sales under the Ingram Micro Public Sector Contract which includes: (i) The date of sale; (ii) The ordering activity to which the sale was made; (iii) The service or product/model sold; (iv) The quantity of each service or product/model sold; (v) The price at which it was sold, including discounts; and (vi) All other significant sales data; (3) Be subject to audit by the Government, with respect to sales made under the Ingram Micro Public Sector Contract; and (4) Place orders and accept payments in the name of Ingram Micro Public Sector in care of the dealer. To carry out the obligations set forth in this paragraph, Participating Dealer shall utilize the ordering and billing addresses provided in the OMNIA Reseller Registration Form.

2.8 Participating Dealer will accept orders, invoice and accept payment from government agencies in the name of Ingram Micro Public Sector for the Products. Such orders shall be considered Ingram Micro Public Sector orders under the Ingram Micro Public Sector Contract and shall be recorded and reported as such in accordance with the procedures defined in this Agreement.

2.9 Participating Dealer shall maintain a system and prepare accurate and timely reports of sales made under the Ingram Micro Public Sector Contract that includes all data elements of the Sales Report defined in the OMNIA Sales Reporting Addendum.

Notwithstanding any other provision of this Agreement, Participating Dealer’s failure to comply with the reporting obligations set forth in such OMNIA Sales Reporting Addendum (“Reporting Noncompliance”) shall entitle Ingram Micro Public Sector to take the following actions:

2.9.1 In the case of the first Reporting Noncompliance, Ingram Micro Public Sector may issue to Participating Dealer a notice regarding such Reporting Noncompliance.

2.9.2 In the case of any Reporting Noncompliance after the first instance thereof, Ingram Micro Public Sector may, at its sole discretion, suspend or terminate Participating Dealer’s participation as a dealer in connection with the Ingram Micro Public Sector Contract; provided, however, that Ingram Micro Public Sector may, at its sole discretion, subsequently permit Participating Dealer to participate as a Dealer in the event that the Participating Dealer can, within thirty (30) days of such Reporting Noncompliance and to Ingram Micro Public Sector’s reasonable satisfaction, cure those deficiencies which gave rise to the Reporting Noncompliance.

2.10 Participating Dealer agrees that all sales referencing the Ingram Micro Public Sector Contract will be considered subject to this Agreement and will be included in all reports required herein.

2.11 Ingram Micro Public Sector will review all sales reported pursuant to this Agreement for discrepancies and will detail such discrepancies to Participating Dealer. Participating Dealer will have 30 days to resolve all outstanding discrepancies or will be found to be in material default of this Agreement.

2.12 Authority. For some manufacturers, Participating Dealer’s authorization and/or certification to sell the manufacturer’s products and/or services within a territory may be defined and subject to Participating Dealer’s independent reseller agreement with the manufacturer. Nothing herein should be construed to expand Participating Dealer’s product authorization or territory beyond that defined in Participating Dealer’s agreement with the manufacturer or Ingram Micro Public Sector.

2.13 Contract Administrative Fee. Participating Dealer is required to remit to Ingram Micro Public Sector a contract administration fee for each sale of an item or service on the Ingram Micro Public Sector Contract in connection with this Agreement. Participating Dealer will be invoiced per the OMNIA Sales Reporting Addendum.

2.14 Sourcing/Order Fulfillment. Participating Dealer shall fulfill orders for the manufacturer products and services on the Ingram Micro Public Sector Contract, through Ingram Micro Public Sector or its Parent Company (Ingram Micro If Participating Dealer fails to comply with the Participating Dealer Fulfillment Requirement for Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1166699
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 3 any order it receives (“Contract Order”) in connection with the Ingram Micro Public Sector Contract, Participating Dealer shall be required to pay Ingram Micro Public Sector a fee equal to five (5) percent of the total price set forth in such Contract Order and pay the contract administration fee.

2.15 Compensation. Participating Dealer acknowledges that the compensation by Ingram Micro Public Sector to Participating Dealer for all orders accepted and invoiced by Ingram Micro Public Sector will be derived solely from Participating Dealer’s purchase price and related charges including but not limited to (contract administration fee and Shipping fees) and the OMNIA Price quoted/sold to the customer unless otherwise agreed to in writing by Ingram Micro Public Sector.

3. Annual Review

3.1 Participating Dealer agrees to permit Ingram Micro Public Sector, upon thirty (30) days’ prior written notice, to conduct an annual review of its activities as they relate to this Agreement. The review shall focus on sales activities related to the Products. Information to be reviewed shall include, at a minimum, sales records, purchase orders, invoices, payment receipts, and related notes, emails or letters, and any information reasonably requested to verify the content of reports submitted in accordance with the OMNIA Sales Reporting Addendum. Any such annual review of Participating Dealer will be conducted by Ingram Micro Public Sector at its own expense and in a manner so as not to unreasonably interfere with Participating Dealer’s business.

3.2 In the event a discrepancy in reported sales is discovered during the course of an annual review, Ingram Micro Public Sector may require an additional review. Reviews beyond the annual review shall be performed at Participating Dealer’s expense and may include reasonable professional fees for objective third-party auditors, accountants or legal professionals.

4. Indemnification

4.1 Participating Dealer shall, at its sole expense, indemnify, defend and hold harmless Ingram Micro Public Sector, its suppliers and its parent, affiliates, shareholders, directors, officers, employees, contractors, agents and customers from any and all damages, losses, costs (including, but not limited to, reasonable attorney’s fees and costs) and claims based upon: (i) government audits, fines, litigation, debts, damages or penalties stemming from Participating Dealer’s failure to accurately or timely report sales to Ingram Micro Public Sector;(ii) Participating Dealer’s billing errors including charging prices in excess of those permitted under the relevant program or quote or billing inaccuracies; (iii) Participating Dealer’s representation of items being on Contract, which are not; or (iv) Participating Dealer’s activities related to the sale of the Products.

4.2 Ingram Micro Public Sector shall, at its sole expense, indemnify, defend and hold harmless Participating Dealer, its suppliers and its affiliates, shareholders, directors, officers, employees, contractors, agents and customers from any and all damages, losses, costs (including, but not limited to, reasonable attorney’s fees and costs) arising from third party claims based upon matters related to the proper maintenance of the Ingram Micro Public Sector Contract.

5. Term and Termination

5.1 The term of this Agreement shall be twelve (12) months from the date first written above and shall renew for subsequent twelve
(12) month periods unless written notice of non-renewal is provided no less than thirty (30) days before the expiry of the then-current term, or the Agreement is terminated by either party as set forth below.

5.2 Either party may terminate this Agreement, with or without cause, upon thirty (30) days’ prior written notice to the other party.

5.3 This Agreement may be terminated by either party for cause at any time, without limiting any party's other rights or remedies:

5.3.1 Upon written notice identifying with specificity the cause and providing a cure period of not less than ten (10) days if the non-terminating party commits a material breach of this Agreement, and such breach continues un-remedied for a period of five (5) days after receipt by the other party of written notice thereof;

5.3.2 immediately, without the obligation to give thirty (30) days’ written notice, if the non-terminating party:
(a) has a receiver appointed for itself or its property; (b) makes an assignment for the benefit of its creditors; (c) has any proceedings commenced by, for or against it under any bankruptcy, insolvency or debtor's relief law seeking a reorganization of such party's debts and such proceedings are not Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1167700
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 4 dismissed within ninety (90) days of their commencement; or (d) is liquidated or dissolved; or

5.3.3 immediately, without the obligation to give thirty (30) days’ written notice, or Participating Dealer account is not in good standing.

5.4 Participating Dealer shall honor all orders placed prior to the date on which any termination becomes effective.

6. Reserved

7. Exclusion of Consequential Damages

EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY

FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT

NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE

PRODUCTS, SOFTWARE OR SERVICES WHETHER FORSEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

8. Confidential Information

8.1 Each party agrees not to use any confidential information of the other party (whether oral or written) except in performance of this Agreement and not to disclose such information to third parties (other than, as determined by the receiving party in good faith, those persons with a genuine “need to know” and who agree to similarly limit the use and disclosure of the information, such as attorneys and accountants). All information which the disclosing party considers confidential shall be clearly identified as such.

8.2 With respect to both parties hereto, for the purposes hereof, confidential information shall not include any information that: (a) is now or becomes in the public domain through no breach of this Agreement; (b) is in the possession of the receiving party as of the date of execution hereof; (c) is independently learned by the receiving party from a third party without breach of this Agreement; (d) is required by law or order of a court (in which case the other party shall be promptly notified before disclosure), administrative agency or other governmental body to be disclosed by the receiving party; or (e) is disclosed by the receiving party more than three (3) years after that party's receipt of such information.

9. Miscellaneous

9.1 Assignment and Subcontracting. Assignment of this Agreement is prohibited without the express written consent of the other Party; except that Ingram Micro Public Sector may assign this Agreement or any of its rights or obligations hereunder (including, without limitation, rights and duties of performance) to any of its affiliates. Ingram Micro Public Sector may also assign its interest in this Agreement in connection with a merger or other business combination in which Ingram Micro Public Sector is not the surviving entity. Any attempted assignment in violation of this provision will be null and void.

9.2 Relationship of the Parties. Participating Dealer and Ingram Micro Public Sector perform this Agreement as independent contractors. Each party has the sole obligations to supervise, manage, contract, direct, procure, perform or cause to be performed its obligations set forth in this Agreement, except as may otherwise be agreed upon in writing by the parties. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between Participating Dealer and Ingram Micro Public Sector. Neither party shall act nor attempt to act nor represent itself, directly or by implications, as an agent of the other or its affiliates or in any manner assume or create, or attempt to assume or create any obligation on behalf of, or in the name of, the other party or its affiliates.

9.3 Compliance with Laws. In the performance of this Agreement, Participating Dealer shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States of America and any state, country, or other governmental entity. This Section incorporates by reference all provisions required by such laws, orders, rules, regulations and ordinances which are hereby incorporated with the same force and effect as if they were expressly set forth herein.

Participating Dealer shall indemnify, defend and hold Ingram Micro Public Sector harmless from and against any and all claims, actions or damages arising from or caused by Participating Dealer’s failure to comply with this Section 9.3.

Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1168701
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 5

9.4 Choice of Law; Disputes.

9.4.1 This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regards to the conflicts of law principles thereof. Any and all claims, controversies or disputes arising out of or in connection with this Agreement shall be resolved in accordance with this Section. California law shall apply unless the issue relates to federal procurement regulations or statutes and in such case federal procurement law as interpreted by the United States Boards of Contract Appeals and the United States Court of Federal Claims shall apply.

9.4.2 The party’s consent to the exclusive jurisdiction of the state and federal courts located in Orange County, California, for any such action, suit or proceeding. Both parties’ obligations under this Section survive termination or expiration of this Agreement. The prevailing party in any action shall be entitled to recover its costs and attorneys' fees.

9.5 Notices. All notices and other written communications required or permitted to be given or sent by this Agreement, shall be deemed given if mailed first class, postage paid or sent by facsimile, and if addressed as follows:

Participating Dealer:

Attn:

Phone:

Fax:

Ingram Micro Public Sector:
10900 Pump House
Road Suite B
Annapolis Junction, MD
20701 Attn: Legal
Department Phone:
800.634.0255
Fax: 301.725.7869
Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 9100 seavey lane loomis ca 95650
Cadence team inc
9168991255
Jeremy Caudill ceo
Na
1169702
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 6 Either party may, by a notice given in accordance with the foregoing, change its address or designated recipient for notices. Any notice given as aforesaid shall be deemed to have been received on the date of the overnight mail receipt, on the date imprinted by the facsimile machine, or five business days after deposit in the mail (first class, postage paid), whichever is applicable, unless the addressee party is able to establish conclusively that such notice was not received by it.

9.6 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court or board of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the invalid portion(s) eliminated.

9.7 Entire Agreement. This Agreement constitutes the entire understanding and agreement of and between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations and agreements with respect to the subject matter hereof. This Agreement shall not be varied by any oral agreements or representations or otherwise except by an instrument in writing duly executed by authorized representatives of the parties.

9.8 Section Headings. The Section and paragraph headings herein are for convenience only and shall not limit in any way the scope of any provisions of this Agreement.

9.9 Non-waiver of Rights. The failure of either party to insist upon strict performance of any of the terms and conditions of this Agreement or to exercise any rights or remedies shall not be construed as a waiver of its right to assert any of the same or to rely on any such terms and conditions at any time thereafter.

9.10 Force Majeure. Neither Participating Dealer nor Ingram Micro Public Sector shall be deemed in default if its performance of obligations hereunder is delayed or becomes impossible or impractical by reason of any act of God, war, fire, earthquake, strike, epidemic, or any other cause beyond such party's reasonable control.

9.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.12 Survival. The terms and conditions set forth herein which by their nature should survive any termination of this Agreement shall survive.

In witness whereof, each of Participating Dealer and Ingram Micro Public Sector has caused this Agreement to be signed and delivered by its duly authorized representative as of the Effective Date.

Participating Dealer
By:

Print Name:

Title:

Ingram Micro Public Sector LLC
By:

Print Name:

Title:

Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 Jeremy Caudill
CEO
Todd Hartung
Director
1170703
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 7 OMNIA Sales Reporting Addendum
The Ingram Micro Public Sector Contract is subject to mandatory reporting of sales and payment of a Contract Administrative Fee (CAF) under the Ingram Micro Public Sector Contract by OMNIA. The reporting of sales and CAF payments under the contract by all participants are audited on a regular basis to ensure that they are current, accurate and complete. Failure to comply may result in fines, penalties, suspension and/or termination of Ingram Micro Public Sector’s Contract.

1. Sales Reports

1.1 The OMNIA Sales Report templates and instructions, per current OMNIA reporting requirements, will be provided to Participating Dealer by Ingram Micro Public Sector as required.

1.2 The POS Sales Report template/format is subject to change at Ingram Micro Public Sector’s reasonable discretion upon notification or at the Contract discretion of OMNIA.

1.3 Sales Reports must be submitted no later than the 10th of the month following the report period. (e.g., June sales reported July 10th). Reports shall be submitted with all fields completed. Copies of the Customer orders if not provided at time of order processing, in hard copy or .pdf form, shall be submitted by Participating Dealer with the Sales Report.

1.4 Participating Dealer shall furnish monthly reports of the dollar value (rounded to the nearest whole dollar) of invoices issued during the preceding month period in a format that will facilitate the preparation and submission of Ingram Micro Public Sector’s OMNIA Sales Report. The report format will be provided for completion.

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

2. CAF Invoicing/Payments

2.1 Participating Dealer acknowledges that the OMNIA Price quoted/sold to the government customer is inclusive of the CAF.

2.2 Participating Dealer acknowledges that Participating Dealer must pay Ingram Micro Public Sector the CAF based on the sales price to the customer for all orders placed under the Ingram Micro Public Sector Contract.

2.3 Ingram Micro Public Sector will invoice Participating Dealer the CAF as a separate line item on each processed Program order.

2.4 The Product CAF percentage will range from 0.75% to a maximum 2.0% (based on the manufacturer, hardware, software, maintenance, or services). The total CAF Fee will be calculated by multiplying this percentage by the total gross sales price paid for product by Participating Dealer’s customer as reflected in the End User Purchase Order or the Participating Dealer’s monthly Sales Order Report. Ingram Micro Public Sector will invoice Participating Dealer the CAF Fee on all identified OMNIA orders processed. The CAF fee will be listed as a separate line item on the Order’s Invoice. If not captured at time of order, CAF will be invoiced from monthly Sales Reports within 15 days of Ingram Micro Public Sector’s receipt of Dealer’s Sales Order Report. Payment is due within 30 days of the invoice date.

Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1171704
Ingram Micro Public Sector LLC -
OMNIA Participating Dealer Agreement v11022022 Page | 8 In witness whereof, each of Participating Dealer and Ingram Micro Public Sector has caused this Participating Dealer Agreement to be signed and delivered by its duly authorized representative as of the Effective Date
Participating Dealer
By:

Print Name:

Title:

Ingram Micro Public Sector LLC
By:

Print Name:

Title:

Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 Jeremy Caudill
CEO
Todd Hartung
Director
1172705
Ingram Micro Public Sector LLC - OMNIA Participating
Dealer Agreement v11022022
Page | 9
Attachment 1 - Region 4 ESC Flow Down Terms and Conditions

1. Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC or Participating Public Agency must purchase in an open market, Participating Dealer agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred.

2. Licenses. Participating Dealer shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Participating Dealer. Participating Dealer shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC or Participating Public Agency reserves the right to stop work and/or cancel the Contract if Participating Dealer’s license(s) expire, lapse, are suspended or terminated.

3. Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Participating Dealer and Region 4 ESC or Participating Public Agency under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Participating Dealer shall survive expiration or termination of the Contract.

4. Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Participating Dealer must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing.

5. Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC or Participating Public Agency may make the determination to return the material to the Participating Dealer at no cost to Region 4 ESC. The Participating Dealer agrees to pay all shipping costs for the return shipment.

Participating Dealer shall be responsible for arranging the return of the defective or incorrect material.

6. Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice.

7. Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC or Participating Public Agency must be notified immediately. Price increases must be approved by Region 4 ESC or Participating Public Agency and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter.

8. Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty.

9. Site Cleanup. Participating Dealer shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition.

10. Site Preparation. Participating Dealer shall not begin a project for which the site has not been prepared, unless Participating Dealer does the preparation work at no cost, or until Region 4 ESC or Participating Public Agency includes the cost of site preparation in a purchase order. Site preparation includes, but is Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1173706
Ingram Micro Public Sector LLC - OMNIA Participating
Dealer Agreement v11022022
Page | 10
not limited to moving furniture, installing wiring for networks or power, and similar pre-installation requirements.

11. Registered Sex Offender Restrictions. For work to be performed at schools, Participating Dealer agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Participating Dealer agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s or Participating Public Agency’s discretion.

12. Safety measures. Participating Dealer shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Participating Dealer shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

13. Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises.

14. Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC or Participating Public Agency, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC or Participating Public Agency prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Participating Dealer against loss and damage. Participating Dealer agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC or Participating Public Agency and be separated from other materials. Region 4 ESC or Participating Public Agency must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC or Participating Public Agency, it shall be the Participating Dealer 's responsibility to protect all materials and equipment. Participating Dealer warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.

15. Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC or Participating Public Agency’s current revenue only. Region 4 ESC or Participating Public Agency retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC or Participating Public Agency to obtain appropriate funds for payment of the contract.

16. Indemnity. Participating Dealer shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Participating Dealer, Participating Dealer employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC or Participating Public Agency, its administrators and employees and agents will be in Harris County, Texas or the or Participating Public Agency venue of choice.

17. Marketing. Any use of Region 4 ESC or Participating Public Agency name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Participating Dealer must have prior approval from Region 4 ESC or Participating Public Agency and Ingram Micro Public Sector.

18. Certificates of Insurance. Participating Dealer shall maintain coverage as specified and deliver Certificates of insurance to the Region 4 ESC or Participating Public Agency prior to commencement of work. Participating Dealer shall give a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies.

Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1174707
Ingram Micro Public Sector LLC - OMNIA Participating
Dealer Agreement v11022022
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Attachment 2 - OMNIA Partners Contract Flow Down Terms and Conditions

1. The Region 4 ESC Flow Down terms and conditions contained above shall apply to this Agreement except as expressly changed or modified by this Agreement. Participating Dealer acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof.

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

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

4. OMNIA Partners shall not be responsible for Participating Dealer’s performance under the Master Agreement, and Participating Dealer shall hold OMNIA Partners and Ingram Micro Public Sector LLC harmless from any liability that may arise from the acts or omissions of Participating Dealer in connection with the Master Agreement.

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

6. With regard to Personal Information that Participating Dealer collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Participating Dealer agrees that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information to another business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Participating Dealer and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Participating Dealer certifies that it understands the specific restrictions contained in this Section 7 and will comply with them. For purposes hereof, “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of “personal information” as defined under Data Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1175708
Ingram Micro Public Sector LLC - OMNIA Participating
Dealer Agreement v11022022
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Regulations, as defined herein. Participating Dealer will reasonably assist OMNIA Partners in timely responding to any third party “request to know” or “request to delete” (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Participating Dealer collects Personal Information directly from Public Agencies or others on OMNIA Partners’ behalf, Participating Dealer will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete.

7. Participating Dealer shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website (www.omniapartners.com/publicsector) or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Participating Dealer 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.

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

Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1176709
Ingram Micro Public Sector LLC - OMNIA Participating
Dealer Agreement v11022022
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Attachment 3 - Required Documents
¨ Texas Government Code 2270 Verification Form
¨ Federal Funds Certifications
¨ ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
¨ FEMA SPECIAL CONDITIONS
¨ New Jersey Business Compliance (Required to transact business on contract in New Jersey) Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1177710
Ingram Micro Public Sector LLC - OMNIA Participating
Dealer Agreement v11022022
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Texas Government Code 2270 Verification Form
House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

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

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

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

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

I swear and affirm that the above is true and correct.
______________________________________________ __________________ Signature of Named Authorized Company Representative Date Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 2024-Nov-20

CADENCE TEAM, INC
Jeremy Caudill
1178711
Ingram Micro Public Sector LLC - OMNIA Participating
Dealer Agreement v11022022
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Insert Fed Grant and FEMA PDF Documents
Insert New Jersey Business Compliance Documents
Docusign Envelope ID: 7D9C6FAD-168E-4C96-9414-1F38D21A5334 1179712
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 12, 2025
Agenda Item #:8
Agenda Item: Updating the Electric Vehicle Charging Rate for Public Chargers to Eliminate Grace Period
Executive Summary: A minor update needs to be made to the billing rate structure that was adopted on March 25, 2025. This action seeks to eliminate the 15 minute grace period prior to a customer incurring a Parking Fee, which is proposed at $22.50 per hour in proportion to the originally adopted Parking Fee. A grace period is not feasible for our vendor Blink to implement.

Requested Action / Suggested Motions: 1) Acting as the City Council, Pass a Resolution adopting the updated electric vehicle charging rate structure for City-owned publicly available electric vehicle chargers; and (2) Acting as the South Tahoe Joint Powers Parking Financing Authority, Pass a Resolution updating the electric vehicle charging rate structure for public chargers at the Parking Garage.

Responsible Staff Member: Sara Letton, Sustainability Coordinator, and Jeff Roberson, Police Chief Reviewed and Approved By: Susan Blankenship, City Clerk Heather Stroud, City Attorney Olga Tikhomirova, Finance Director
Attachments:
01 - Staff Report - Update to Electric Vehicle Charging Rate.docx 02 - Resolution EV Charging Station Rates City Council.docx 03 - Resolution EV Charging Station Rates STJPPFA.docx
04 - Redline of March 25 Staff Report Electric Vehicle Charging Rate for Public Chargers.pdf Item 8- Updating the Electric Vehicle Charging Rate.pdf 1180
Council Agenda Report- August 12, 2025