Thousand Oaks City Council
September 10, 2024

COMMONWEALTH OF VIRGINIA

REQUIRED GENERAL TERMS AND CONDITIONS

GOODS AND NONPROFESSIONAL SERVICES

A. VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which ar e hereby incorporated into this contract in their entirety. The process for filing a complaint about this solicitation is in section 7.13 of the Vendors Manual. (Note section 7.13 does not apply to protests of awards or formal contractual claims.) The proc edure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at www.eva.virginia.gov under “I Sell To Virginia”.

B. APPLICABLE LAWS AND COURTS : This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The agency and the contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures ( Code of Virginia, § 2.2 -4366). ADR procedures are described in Chapter 9 of the Vendors Manual. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

C. ANTI-DISCRIMINATION: By submitting their proposals, offerors certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

In every contract over $10,000 the provisions in 1. and 2. below apply:

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

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

d. If the contractor employs more than five employees, the contractor shall (i) provide annual training on the contractor's sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the contractor's sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that t he contractor owns or leases for business purposes and (b) the contractor's employee handbook.

e. The requirements of these provisions 1. and 2. are a material part of the contract. If the Contractor violates one of these provisions, the Commonwealth may ter minate the affected part of this contract for breach, or at its option, the whole contract. Violation of one of these provisions may also result in debarment from State contracting regardless of whether the specific contract is terminated.

f. In accordance w ith Executive Order 61 (2017), a prohibition on discrimination by the contractor, in its employment practices, subcontracting practices, and delivery of goods or services, on the basis of race, sex, color, national origin, religion, sexual orientation, gender identity, age, political affiliation, disability, or veteran status, is hereby incorporated in this contract.

2. The contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

D. ETHICS IN PUBLIC CONTRACTING : By submitting their proposals, offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transac tion any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986 : Applicable for all contracts over $10,000: By entering into a written contract with the Commonwealth of Virginia, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Comm onwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

F. DEBARMENT STATUS: By participating in this procurement, the vendor certifies that they are not currently debarred by the Commonwealth of Virginia from submitting a response for the type of goods and/or services covered by this solicitation. Vendor further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia.

If a vendor is created or used for the purpose of circumventing a debarment decision against another vendor, the non- debarred vendor will be debarred for the same time period as the debarred vendor.

G. ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR RFPs: Failure to submit a proposal on the official state form provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, the Commonwealth reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

I. CLARIFICATION OF TERMS : If any prospective offeror has questions about the specifications or other solicitation documents, the prospective offeror should contact the buyer whose name appears on the face of the solicitation no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer.

J. PAYMENT:

1. To Prime Contractor:

a. Invoices for items ordered, delivered and accepted shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order num ber; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the contractor at the contract price, regardless of which public agency is being billed.

d. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be resolved in accordance with Code of Virginia, § 2.2-4363 and -4364. Upon determining that invoiced charges are not reasonable, the Commonwealth shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351.,. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

2. To Subcontractors:

a. Within seven (7) days of the contractor’s receipt of payment from the Commonwealth, a contractor awarded a contract under this solicitation is hereby obligated:

(1) To pay the subcontractor(s) for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

(2) To notify the agency and the subcontractor(s), in writing, of the contractor’s intention to withhold payment and the reason.

b. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee.

These provisions apply to each sub-tier contractor performing under the primary contract. A contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

3. Each prime contractor who wins an award in which provision of a SWaM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWaM procurement plan. Final payment under the contract in question may be withheld until such cer tification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment.

4. The Commonwealth of Virginia encourages contractors and subcontractors to accept electronic and credit card payments.

K. PRECEDENCE OF TERMS: The following General Terms and Conditions VENDORS MANUAL, APPLICABLE LAWS

AND COURTS, ANTI -DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

L. QUALIFICATIONS OF OFFERORS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the offeror to perform the services/furnish t he goods and the offeror shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect offeror’s physical facilities prior to award to satisfy questions regarding the offeror’s capabilities. The Commonwealth further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy the Commonwealth that such offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

M. TESTING AND INSPECTION: The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

N. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the Commonwealth.

O. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways:

1. The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. The Purchasing Agency may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The contractor shall comply with the notice upon receipt, unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by com plying with such notice, in which case the contractor shall, in writing, promptly notify the Purchasing Agency of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Purchasing Agency's written decision affirming, modifying, or revoking the prior written notice. If the Purchasing Agency decides to issue a notice that requires an adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods:

a. By mutual agreement between the parties in writing; or

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the Purchasing Agency’s right to audit the contractor’s records and/or to determine the correct number of units independently; or

c. By ordering the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The contractor shall present the Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing Agency shall have t he right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing Agency. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual . Neither the existence of a claim nor a dispute resolution process, liti gation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth, after due oral or written notice, may terminate this contract and procure all goods and/or services contracted for, from other sources and hold the contractor responsible for any res ulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have.

Q. TAXES: Sales to the Commonwealth of Virginia are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST -12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes. The Commonwealth’s excise tax exemption registration number is 54- 73-0076K.

If sales or deliveries against the contract are not exempt, the contractor shall be responsible for the payment of such taxes unless the tax law specifically imposes the tax upon the buying entity and prohibits the contractor from offering a tax-included price.

R. USE OF BRAND NAMES : Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict offerors to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of t he article desired. Any article which the public body, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the Commonwealth to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Normally in competitive sealed bidding only the information furnished with the bid will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a bid nonresponsive. Unless the offeror clearly indicates in its proposal that the product offered is an equivalent product, such proposal will be considered to offer the brand name product referenced in the solicitation.

S. TRANSPORTATION AND PACKAGING : By submitting their proposals, all offerors certify and warrant that the price offered for FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used. All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

T. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The bidder or offeror further certifies that the contractor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all coverage will be provided by companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in

the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia shall be added as an additional insured to the policy by an endorsement.

4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the Commonwealth is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor vehicle.)

U. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice in eVA (www.eva.virginia.gov) for a minimum of 10 days.

V. DRUG-FREE WORKPLACE: Applicable for all contracts over $10,000:

During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “ drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

W. NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex -offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith -based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

X. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS : The eVA Internet electronic procurement solution, web site portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to t he Commonwealth shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. All bidders or offerors must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the proposal being rejected.

Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows:

a. For orders issued July 1, 2014, and after, the Vendor Transaction Fee is:

(i) DSBSD-certified Small Businesses: 1%, capped at $500 per order. (ii) Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order.

b. Refer to Special Term and Condition “eVA Orders and Contracts” to identify the number of purchase orders that will be issue d as a result of this solicitation/contract with the eVA transaction fee specified above assessed for each order.

For orders issued prior to July 1, 2014, the vendor transaction fees can be found at www.eVA.virginia.gov.

The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, typically within 60 days of the order issue date. Any adjustments (increases/decreases) will be handled through purchase order changes.

Y. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency shall be bound hereunder only to the extent that the legislature has appropriated funds that are legally available or may hereafter become legally available for the purpose of this agreement.

Z. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY: This solicitation is set-aside for award priority to DSBSD-certified micro businesses or small businesses when designated as “Micro Business Set-Aside Award Priority” or “Small Business Set-Aside Award Priority” accordingly in the solicitation. DSBSD-certified micro businesses or small businesses also includes DSBSD-certified women-owned and minority-owned businesses when they have received the DSBSD small business certification. For purposes of award, offerors shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of proposals.

AA. BID PRICE CURRENCY: Unless stated otherwise in the solicitation, offerors shall state offer prices in US dollars.

BB. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

CC. CIVILITY IN STATE WORKPLACES: The contractor shall take all reasonable steps to ensure that no individual, while performing work on behalf of the contractor or any subcontractor in connection with this agreement (each, a “Contract Worker”), shall engage in 1) harassment (including sexual harassment), bullying, cyber -bullying, or threatening or violent conduct, or 2) discriminatory behavior on the basis of race , sex, color, national origin, religious belief, sexual orientation, gender identity or expression, age, political affiliation, veteran status, or disability.

The contractor shall provide each Contract Worker with a copy of this Section and will require C ontract Workers to participate in agency training on civility in the State workplace if contractor’s (and any subcontractor’s) regular mandatory training programs do not already encompass equivalent or greater expectations. Upon request, the contractor shall provide documentation that each Contract Worker has received such training.

For purposes of this Section, “State workplace” includes any location, permanent or temporary, where a Commonwealth employee performs any work -related duty or is representing his or her agency, as well as surrounding perimeters, parking lots, outside meeting locations, and means of travel to and from these locations. Communications are deemed to occur in a State workplace if the Contract Worker reasonably should know that the phone number, email, or other method of communication is associated with a State workplace or is associated with a person who is a State employee.

The Commonwealth of Virginia may require, at its sole discretion, the removal and replacement of any Contract Worker who the Commonwealth reasonably believes to have violated this Section.

This Section creates obligations solely on the part of the contractor. Employees or other third parties may benefit incidentally from this Section and from training materials or other communications distributed on this topic , but the Parties to this agreement intend this Section to be enforceable solely by the Commonwealth and not by employees or other third parties.

DocuSign Envelope ID: 4E3419E8-A79F-4FAA-9E13-A64DCDB27BB0 insurance on file with the State through the term of this Agreement. No warranty is made that the coverages and limits listed

Attachment C - Page 1 of 5

ATTACHMENT C: STANDARD STATE PROVISIONS

FOR CONTRACTS AND GRANTS
REVISED DECEMBER 15, 2017

1. Definitions: For purposes of this Attachment, “Party” shall mean the Contractor, Grantee or Subrecipient, with whom the State of Vermont is executing this Agreement and consistent with the form of the Agreement. “Agreement” shall mean the specific contract or grant to which this form is attached.

2. Entire Agreement: This Agreement, whether in the form of a contract, State -funded grant, or F ederally-funded grant, represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect.

3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont. Any action or proceeding brought by either the State or the Party in connection with this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. The Party irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. The Party agrees that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against the State with regard to its performance under this Agreement. Party agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial.

4. Sovereign Immunity: The State reserves all immunities, defenses, rights or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement.

5. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insurance , vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the State withhold any state or Federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the Agreement. The Party understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income, withholding, sales and use, and rooms and meals, must be filed by the Party, and information as to Agreement income will be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes.

6. Independence: The Party will act in an independent capacity and not as officers or employees of the State.

7. Defense and Indemnity: The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.

After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection with the performance of this Agreement.

The Party shall indemnify the State and its officers and employees if the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection with the performance of this Agreement.

Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or other costs of the Party or any third party.

8. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show that the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates of DocuSign Envelope ID: 4E3419E8-A79F-4FAA-9E13-A64DCDB27BB0 “Records” means any written or recorded information, regardless of physical form or characteristics, which is produced or

Attachment C - Page 2 of 5

herein are adequate to cover and protect the interests of the Party for the Party’s operations. These are solely minimums that have been established to protect the interests of the State.

Workers Compensation: With respect to all operations performed, the Party shall carry workers’ compensation insurance in accordance with the laws of the State of Vermont. Vermont will accept an out -of-state employer's workers’ compensation coverage while operating in Vermont provided that the insurance carrier is licensed to write insurance in Vermont and an amendatory endorsement is added to the policy adding Vermont for coverage purposes. Otherwise, the party shall secure a Vermont workers’ compensation policy, if necessary to comply with Vermont law.

General Liability and Property Damage : With respect to all operations performed under this Ag reement, the Party shall carry general liability insurance having all major divisions of coverage including, but not limited to:

Premises - Operations
Products and Completed Operations
Personal Injury Liability
Contractual Liability
The policy shall be on an occurrence form and limits shall not be less than:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$1,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal & Advertising Injury
Automotive Liability: The Party shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned coverage, used in connection with the Agreement. Limits of coverage shall not be less than $500,000 combined single limit. If performance of this Agreement involves constructio n, or the transport of persons or hazardous materials, limits of coverage shall not be less than $1,000,000 combined single limit.

Additional Insured. The General Liability and Property Damage coverages required for performance of this Agreement shall include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, then the required Automotive Liability coverage shall include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

Notice of Cancellation or Change. There shall be no cancellation, change, potential exhaustion of aggregate limits or non- renewal of insurance coverage(s) without thirty (30) days written prior written notice to the State.

9. Reliance by the State on Representations: All payments by the State under t his Agreement will be made in reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to bills, invoices, progress reports and other proofs of work.

10. False Claims Act: The Party acknowledges that it is subject to the Vermont False Claims Act as set forth in 32 V.S.A. § 630 et seq. If the Party violates the Vermont False Claims Act it shall be liable to the State for civil penalties, treble damages and the costs of the investigation and prosecution of such violation, including attorney’s fees, except as the same may be reduced by a court of competent jurisdiction. The Party’s liability to the State under the False Claims Act shall not be limited notwithstanding any agreement of the State to otherwise limit Party’s liability.

11. Whistleblower Protections: The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threa tening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public.

12. Location of State Data: No State data received, obtained, or generated by the Party in connection with performance under this Agreement shall be processed, transmitted, stored, or transferred by any means outside the continental United States, except with the express written permission of the State.

13. Records Available for Audit: The Party shall maintain all records pertaining to performance under this agreement.

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Attachment C - Page 3 of 5

acquired by the Party in the performance of this agreement. Records produced or acquired in a machine readable electronic format shall be maintained in that format. The records described shall be made available at reasonable times during the period of the Agreement and for three years thereafter or for any period required by law for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.

14. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of 21 V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement.

15. Set Off: The State may set off any sums which the Party owes the State against any sums due the Party under this Agreement; provided, however, that any set of f of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter.

16. Taxes Due to the State:

A. Party understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including income tax withholding for employees performing services within the State, payment of use tax on property used within the State, corporate and/or personal income tax on income earned within the State.

B. Party certifies under the pains and penalties of perjury that, as of the date this Agreement is signed, the Party is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont.

C. Party understands that final payment under this Agreement may be withheld if the Commissioner of Taxes determines that the Party is not in good standing with respect to or in full compliance with a plan to pay any and all taxes due to the State of Vermont.

D. Party also understands the State may set off taxes (and relat ed penalties, interest and fees) due to the State of Vermont, but only if the Party has failed to make an appeal within the time allowed by law, or an appeal has been taken and finally determined and the Party has no further legal recourse to contest the amounts due.

17. Taxation of Purchases: All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.

18. Child Support: (Only applicable if the Party is a natural person, not a corporation or partnership.) Party states that, as of the date this Agreement is signed, he/she:

A. is not under any obligation to pay child support; or B. is under such an obligation and is in good standing with respect to that obligation; or C. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that plan.

Party makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the Party is a resident of Vermont, Party makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States.

19. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the Stat e for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54).

Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and DocuSign Envelope ID: 4E3419E8-A79F-4FAA-9E13-A64DCDB27BB0

Attachment C - Page 4 of 5

Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”).

20. No Gifts or Gratuities: Party shall no t give title or possession of anything of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the State during the term of this Agreement.

21. Copies: Party shall use reasonable best efforts to ensure that all written reports prepared under this Agreement are printed using both sides of the paper.

22. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, neither Party nor Party’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in Federal programs, or programs supported in whole or in part by Federal funds.

Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Party is not presently debarred, suspended, nor named on the State’s debarment list at: http://bgs.vermont.gov/purchasing/debarment

23. Conflict of Interest: Party shall fully disclose, in writing, any conflicts of interest or potential conflicts of interest.

24. Confidentiality: Party acknowledges and agrees that this Agreement and any and all information obtained by the State from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq.

25. Force Majeure: Neither the State nor the Party shall be liable to the other for any failure or delay of performance of any obligations under this Agreement to the extent such failure or delay shall have been wholly or principally caused by acts or events beyond its reasonable co ntrol rendering performance illegal or impossible (excluding strikes or lock -outs) (“Force Majeure”). Where Force Majeure is asserted, the nonperforming party must prove that it made all reasonable efforts to remove, eliminate or minimize such cause of delay or damages, diligently pursued performance of its obligations under this Agreement, substantially fulfilled all non-excused obligations, and timely notified the other party of the likelihood or actual occurrence of an event described in this paragraph.

26. Marketing: Party shall not refer to the State in any publicity materials, information pamphlets, press releases, research reports, advertising, sales promotions, trade shows, or marketing materials or similar communications to third parties except with the prior written consent of the State.

27. Termination:

A. Non-Appropriation: If this Agreement extends into more than one fiscal year of the State (July 1 to June 30), and if appropriations are insufficient to support this Agreement, the State may cancel at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority. In the case that this Agreement is a Grant that is funded in whole or in part by Federal funds, and in the event Federal funds become unavailable or reduced, the State may suspend or cancel this Grant immediately, and the State shall have no obligation to pay Subrecipient from State revenues.

B. Termination for Cause: Either party may terminate this Agreement if a party materially breaches its obligations under this Agreement, and such breach is not cured within thirty (30) days after delivery of the non- breaching party’s notice or such longer time as the non-breaching party may specify in the notice.

C. Termination Assistance: Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State.

All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

28. Continuity of Performance: In the event of a dispute between the Party and the State, each party will continue to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in accordance with its terms.

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Attachment C - Page 5 of 5

29. No Implied Waiver of Remedies: Either party’s delay or failure to exercise any right, power or remedy under this Agreement shall not impair any such right, power or remedy, or be construed as a waiver of any such right, power or remedy.

All waivers must be in writing.

30. State Facilities: If the State makes space available to the Party in any State facility during the term of this Agreement for purposes of the Party’s performance under this Agreement, the Party shall only use the space in accordance with all policies and procedures governing access to and use of State facil ities which shall be made available upon request. State facilities will be made available to Party on an “AS IS, WHERE IS” basis, with no warranties whatsoever.

31. Requirements Pertaining Only to Federal Grants and Subrecipient Agreements: If this Agreement is a grant that is funded in whole or in part by Federal funds:

A. Requirement to Have a Single Audit: The Subrecipient will complete the Subrecipient Annual Report annually within 45 days after its fiscal year end, informing the State of Vermont whether or not a Single Audit is required for the prior fiscal year. If a Single Audit is required, the Subrecipient will submit a copy of the audit report to the granting Party within 9 months. If a single audit is not required, only the Subrecipient Annual Report isrequired.

For fiscal years ending before December 25, 2015, a Single Audit is required if the subrecipient expends $500,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with OMB Circular A- 133. For fiscal years ending on or after December 25, 2015, a Single Audit is required if the subrecipient expends $750,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with 2 CFR Chapter I, Chapter II, Part 200, Subpart F. The Subrec ipient Annual Report is required to be submitted within 45 days, whether or not a Single Audit is required.

B. Internal Controls: In accordance with 2 CFR Part II, §200.303, the Party must establish and maintain effective internal control over the Federal award to provide reasonable assurance that the Party is managing the Federal award in compliance with Federal statutes, regulations, and the terms and conditions of the award. These internal controls should be in compliance with guidance in “Standards for Internal Control in the Federal Government” issued by the Comptroller General of the United States and the “Internal Control Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

C. Mandatory Disclosures: In accordance with 2 CFR Part II, §200.113, Party must disclose, in a timely manner, in writing to the State, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Failure to make required disclosures may result in the imposition of sanctions which may include disallowance of costs incurred, withholding of payments, termination of the Agreement, suspension/debarment, etc.

32. Requirements Pertaining Only to State-Funded Grants:

A. Certification Regarding Use of State Funds: If Party is an employer and this Agreement is a State- funded grant in excess of $1,001, Party certifies that none of these State funds will be used to interfere with or restrain the exercise of Party’s employee’s rights with respect to unionization.

B. Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby represents:
(i) that it has signed and provided to the State the form prescribed by the Secretary of Administration for purposes of certifying that it is in good standing (as provided in Section 13(a)(2) of Act 154) with the Agency of Natural Resources and the Agency of Agriculture, Food and Markets, or otherwise explaining the circumstances surrounding the inability to so certify, and (ii) that it will comply with the requirements stated therein.

(End of Standard Provisions)
PARTICIPATING ADDENDUM – NO. : _
(Rev. 2022-09-06)

PARTICIPATING ADDENDUM

NASPO VALUEPOINT

INSERT APPLICABLE GOODS/SERVICES
Administered by the State of (hereinafter “Lead State”)

MASTER AGREEMENT
Master Agreement No:

Insert Name of Contractor
(hereinafter “Contractor”)
and
State of Washington
(hereinafter “Participating State”)
WASHINGTON CONTRACT NO.:

This Participating Addendum for the above referenced Master Agreement (“Participating Addendum”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and , a
, 20 .
(“Contractor”) and is dated and effective as of

R E C I T A L S
A. Pursuant to Legislative authorization codified in RCW 39.26.060, Enterprise Services, on behalf of the State of Washington, is authorized to participate in cooperative purchasing agreements to develop master agreements to procure goods and/or services and to make such competitively solicited and awarded contracts available to Washington state agencies and designated eligible purchasers consistent with terms and conditions set forth by Enterprise Services.

B. Enterprise Services timely provided public notice of the com petitive solicitation process conducted by the above-referenced lead state through Washington’s Electronic Business Solutions (WEBS) system.

C. The above-referenced Lead State, as part of its competitive solicitation process, evaluated all responses to its procurement and identified Contractor as an apparent successful bidder and awarded a Master Agreement to Contractor.

D. Enterprise Services has determined that participating in this Master Agreement is in the best interest of the State of Washington.

E. The purpose of this Participating Addendum is to enable eligible purchasers, as defined herein, to utilize the Master Agreement as conditioned by this Participating Addendum.

PARTICIPATING ADDENDUM – NO. : _
(Rev. 2022-09-06)

A G R E E M E N T
NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. SCOPE: This Participating Addendum covers the competitive procurement for led by the State of for use by state agencies and other entities located in the Participating State authorized by that state’s statutes to utilize state contracts with the prior approval of the State’s chief procurement official.

2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political subdivisions and other entities (including cooperatives) authorized by an individual state’s statutes to use state contracts are subject to the prior approval of the respective State chief procurement official.

Issues of interpretation and eligibility for participation are solely within the authority of the State chief procurement official. Pursuant to this Participating Addendum, the Master Agreement may be utilized by the following (“Purchasing Entities” or “Purchasers”):
(a) WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions.
(b) WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following specific institutions of higher education in Washington:
 State universities – i.e., University of Washington & Washington State University;  Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University
 Evergreen State College;
 Community colleges; and
 Technical colleges.
(c) CONTRACT USAGE AGREEMENT PARTIES. The Master Agreement also may be utilized by any of the following types of entities that have executed a Contract Usage Agreement (CUA) with Enterprise Services:
 Political subdivisions (e.g., counties, cities, school districts, public utility districts, ports) in the State of Washington;
 Federal governmental agencies or entities;
 Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and
 Federally-recognized Indian Tribes located in the State of Washington.

By placing an order under this Participating Addendum, each Purchasing Entity agrees to be bound by the terms and conditions of this Participating Addendum, including the Master Agreement. Each Purchasing Entity shall be responsible for its compliance with such terms and conditions.

3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:

3.1. WASHINGTON’S ELECTRONIC BUSINESS SOLUTIONS (WEBS) S YSTEM: Within seven (7) days of execution of this Participating Addendum, Contractor shall register in the Washington State Department of Enterprise Services’ Electronic Business Solutions (WEBS) System at WEBS.

PARTICIPATING ADDENDUM – NO. : _
(Rev. 2022-09-06)

Contractor shall ensure that all of its information therein is current and accurate and that, throughout the term of the Master Agreement, Contractor shall maintain an accurate profile in WEBS.

3.2. W
ASHINGTON’S STATEWIDE PAYEE DESK: To be paid for contract sales, Contractors must register with Washington’s Statewide Payee Desk. Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here:

Receiving Payment from the State.

3.3. CONTRACT SALES REPORTING: Contractor shall report total contract sales quarterly to Enterprise Services, as set forth below.
(a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services’ Contract Sales Reporting System . Enterprise Services will provide Contractor with a login password and a vendor number.
(b) DATA. Each sales report must identify every authorized Purchasing Entity by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The “Miscellaneous” option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasing Entities specified herein during the term of this Participating Addendum. Refer sales reporting questions to the Primary Contact set forth below. If there are no contract sales during the reporting period, Contractor must report zero sales.
(c) D
UE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter:

QUARTER FOR SALES MADE IN

CALENDAR QUARTER ENDING

CONTRACT SALES REPORT

DUE BY PAST DUE
1 January 1 – March 31 April 30 May 1
2 April 1 – June 30 July 31 August 1
3 July 1 – September 30 October 31 November 1
4 October 1 – December 31 January 31 February 1

3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of 1.25 percent on the purchase price for all contract sales (the purchase price is the total invoice price less applicable sales tax) authorized by this Participating Addendum. (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows:

Amount owed to Enterprise Services = Total contract sales invoiced (not including sales tax) x .01250.
(b) The VMF must be rolled into Contractor’s current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on contract sales reported PARTICIPATING ADDENDUM – NO. : _
(Rev. 2022-09-06)

by Contractor. Contractor shall not remit payment until it receives an invoice from Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference the following:
 This Washington Contract No.:
 The NASPO Master Agreement No.: _
 The year and quarter for which the VMF is being remitted, and  Contractor’s name as set forth in this Contract, if not already included on the face of the check.
(d) Contractor’s failure accurately and timely to report total net sales, to submit timely usage reports, or to remit timely payment of the VMF to Enterprise Services, may be cause for Enterprise Services to suspend or terminate this Participating Addendum or exercise any other remedies as provided by law.
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases. (f) For purposes of the VMF, the parties agree that the initial management fee is included in the pricing. Therefore, any increase or reduction of the management fee must be reflected in contract pricing commensurate with the adjustment.

3.5. C
ONTRACTOR REPRESENTATIONS AND WARRANTIES: Contractor makes each of the fo llowing representations and warranties as of the effective date of this Participating Addendum and at the time any order is placed pursuant to the Master Contract. If, at the time of any such order, Contractor cannot make such representations and warrantie s, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.
(a) W
AGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master Contract and the three (3) year period immediately preceding the award of the Master Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46,

49.48, or 49.52.
(b) C
IVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirement s regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.
(c) E
XECUTIVE ORDER 18-03 – WORKERS’ R IGHTS (MANDATORY INDIVIDUAL ARBITRATION).

Contractor represents and warrants that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Participation Agreement, Contractor shall not, as a condition of employment, require i ts employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

3.6. C
OMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with PARTICIPATING ADDENDUM – NO. : _
(Rev. 2022-09-06)

applicable law. Prior to making any sales hereunder, if Contractor is not already registered, Contractor shall register to conduct business in the State of Washington and promptly acquire and maintain all necessary licenses and registrations and pay all applicable taxes and fees. In addition, for all sales to Purchasers in the State of Washington, if Contractor does not currently do so, Contractor shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on all invoices.

3.7. C
ONTRACTOR’S SALES AUTHORITY; PURCHASE ORDERS; & INVOICES:
(a) CONTRACTOR’S SALES AUTHORITY. Pursuant to this Participating Addendum, Contractor is authorized to provide only those goods/services set forth in the Master Agreement as conditioned by this Participating Addendum. Contractor shall not represent to any Purchaser hereunder that it has any authority to sell any other materials, supplies, services and/or equipment. (b) I
NVOICES. Contractor must provide a properly completed invoice to Purchaser. All invoices are to be delivered to the address indicated in the purchase order. Each invoice must include the:
 Washington Contract Number ;
 Lead State Master Agreement Number ;
 Contractor’s statewide vendor registration number assigned by the Washington State Office of Financial Management (OFM); and
 Applicable Purchaser’s order number.

Invoices must be prominently annotated by the Contractor with all applicable volume discount(s).

3.8 4. LEASE AGREEMENTS: Insert applicable provision.

5. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

Participating State Contractor
Attn:

State of Washington
Attn:

Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: (360)
Email:

Tel: ( _)
Email:

6. SUBCONTRACTORS: Insert applicable provision.

7. ORDERS: Unless the parties to the applicable purchase order agree in writing that another contract or agreement applies to such order, any order placed by a Purchaser for goods/services available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum.

PARTICIPATING ADDENDUM – NO. : _
(Rev. 2022-09-06)

8. GENERAL:

8.1. INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement, together with its exhibits, set forth the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. This Participating Addendum may not be modified except in writing signed by the Parties.

8.2. AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Participating Addendum and that its execution, delivery, and performance of this Participating Addendum has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

8.3. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Participating Addendum or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Participating Addendum or such other ancillary agreement for all purposes.

8.4. C
OUNTERPARTS. This Participating Addendum may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart.

Execution of this Participating Addendum at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Participating Addendum.

EXECUTED as of the date and year first above written.

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

INSERT NAME OF CONTRACTOR,

By: By:

Its:

Type Name Type Name
Its:

Date: Date:

A

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFB0223005113
_________________________________________________________________________________________________________________

Attachment 6, PROTEST INFORMATION
Attachment 6

PROTEST INFORMATION

This attachment is intended to provide Offerors with an overview of the Lead State’s protest law, procedures, and requirements, which may be updated and amended without notice. Offerors filing a protest are wholly responsible for locating, understanding, and complying with protest law, procedures, and requirements in effect at the time of the protest.

An Offeror whose Proposal has been timely and who is aggrieved by the Notice of Intent to Award of the Iowa Department of Administrative Services may appeal the decision by emailing a written notice of appeal (in accordance with 11-Chapter 117.20, Iowa Administrative Code) to the Director of the Department of Administrative Services and carbon copy to the to the RFP Contact. The notice must be filed within five (5) days of the date of the Notice of Intent to Award issued by the Iowa Department of Administrative Servi ces, exclusive of Saturdays, Sundays, and legal state holidays. The written notice may be filed by fax transmission to 515.725.2064. The notice of appeal must clearly and fully identify all issues being contested by reference to the page, section, and line number(s) to the RFP and/or the Notice of Intent to Award. A notice of appeal may not stay negotiations with the apparent successful Offeror.

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 7, OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS Attachment 7

OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS

I. OFFEROR INFORMATION
A. Company’s Full Legal Name:

B. Primary Business Address:

C. Federal Tax Identification Number:

D. Entity Type:
☐ Sole Proprietorship
☐ Partnership
☐ Limited Liability Company
☐ Corporation
II. BUSINESS DETAILS
A. Company Website. Provide a URL for your company’s website.

B. Company Size. Identify the number of employees working for your company.

C. Ownership Structure. Describe your company’s ownership structure.

D. Litigation. List all claims of non-performance or breach from customers in excess of $5,000, including all pending litigation matters (including civil, criminal, or appellate) or criminal convictions in the past 5 years for the company and all principals. Attach an additional document if necessary.

III. PROPOSAL CONTACT
The Proposal Contact must be able to respond timely to communications from the Lead State. Offeror must, within 24 hours, notify the Lead State of any change to Offeror’s Proposal Contact.

A. Proposal Contact Name:

B. Proposal Contact Title:

C. Proposal Contact Email:

D. Proposal Contact Phone Number:

IV. ACKNOWLEDGEMENTS AND CERTIFICATIONS
By signing below and submitting a response to this RFP, Offeror acknowledges and certifies the following:

A. Debarment. (Check one of the below.)
☐ Neither Offeror nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. ☐ Offeror cannot certify the statement above, and Offeror will affix a written explanation to this attachment for review by the Lead State. If after reviewing Offeror’s written explanation the Lead State determines it is not in the best interest of the Lead State, Participating Entities, or Purchasing Entities to award Offeror a Master Agreement, the Lead State may reject Offeror’s proposal.

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 7, OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS B. Non-collusion.

1. This proposal has been developed independently by Offeror and has been submitted without collusion and without any agreement, understanding, or planned common course of action with any other Offeror or supplier of Product in a manner designed to limit fair and open competition.

2. The contents of this proposal have not been communicated by Offeror or its employees or agents to any person not an employee or agent of Offeror and will not be communicated to any such persons prior to the RFP Close Date.

C. Data Disclosure to Foreign Governments. (Check one of the below.) ☐ Offeror is not an entity subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments.
☐ Offeror cannot certify the statement above, and Offeror will affix a written explanation to this attachment for review by the Lead State. If after reviewing Offeror’s written explanation the Lead State determines it is not in the best interest of the Lead State, Participating Entities, or Purchasing Entities to award Offeror a Master Agreement, the Lead State may reject Offeror’s proposal.

D. Conflicts of Interest. (Check one of the below.)
☐ Offeror represents that none of its officers or employees are officers or employees of the Lead State and that none of its officers or employees have a conflict of interest as defined by the laws, rules, or policies of the Lead State.
☐ Offeror cannot certify the statement above, and Offeror will affix a written explanation to this attachment for review by the Lead State. If after reviewing Offeror’s written explanation the Lead State determines it is not in the best interest of the Lead State, Participating Entities, or Purchasing Entities to award Offeror a Master Agreement, the Lead State may reject Offeror’s proposal.

E. Business Certifications. (Check all that apply.)
☐ Offeror is a certified [demographic]-owned business, as defined in [statutory citation]. ☐ Offeror is a resident business, as defined in [statutory citation].

F. Required Insurance. Offeror agrees to acquire insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state at the levels prescribed in Attachment 4, Sample Master Agreement. Offeror understands that this requirement is mandatory and will not be negotiated by the Lead State.

G. NASPO ValuePoint Administrative Fee. Offeror agrees to pay a NASPO ValuePoint administrative fee and submit summary and detailed sales reports in accordance with Attachment 4, Sample Master Agreement. Offeror understands that this requirement is mandatory and will not be negotiated by the Lead State.

H. Marketing Plan. If awarded a Master Agreement resulting from this RFP, within 30 days of execution of the Master Agreement, Offeror will meet with NASPO ValuePoint marketing personnel to review and track progress on the marketing plan described by Offeror in Attachment 8, Offeror Response Worksheet.

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 7, OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS I. Confidential, Proprietary, or Protected Information. As set forth in Attachment 1, RFP Terms and Conditions, if Offeror is claiming any portion of its proposal as confidential, proprietary, or protected, Offeror must complete the required sections of Attachment 11, Claim of Business Confidentiality, and submit with Offeror’s proposal a redacted copy of Offeror’s proposal, which must be clearly marked as such. Offeror may not mark pricing or Offeror’s entire proposal as confidential, proprietary, or protected. Submission of a Claim of Business Confidentiality does not guarantee that information claimed by Offeror as confidential, proprietary, or protected will not be subject to disclosure in accordance with applicable public information laws, rules, and policies. If Offeror fails to submit a redacted copy of Offeror’s proposal, or fails to claim information as confidential, proprietary, or protected in compliance with this RFP, Offeror releases the Lead State, NASPO, NASPO members, and entities represented on the Multistate Sourcing Team from any obligation to keep the information confidential and waives all claims of liability arising from disclosure of the information.

J. Understanding of the RFP. Offeror has read the RFP in its entirety and understands and agrees to comply with all requirements set forth therein. Any conflicts in the materials composing the RFP and any issues relating to the content of the RFP, including instructions, requirements, or specifications Offeror believes to be ambiguous, unduly restrictive, erroneous, anticompetitive, or unlawful, have been brought to the attention of the Lead State using the process described in the RFP for asking questions or, if applicable, by filing a protest. In accordance with Attachment 1, RFP Terms and Conditions, Offeror acknowledges and understands that any protest, claim, dispute, or action based upon a conflict or issue described herein must be filed no later than the RFP Close Date, and Offeror waives the right to file any protest, claim, dispute, or action based upon a conflict or issue described herein if not filed by the RFP Close Date.

SIGNATURE
The undersigned is one of the following:

1. The Offeror, if Offeror is an individual;

2. A partner in the company, if Offeror is a partnership; or

3. An officer or employee of the responding corporation having authority to sign on its behalf, if Offeror is a corporation.

By signing below, the undersigned warrants that the representations made and the information provided in Offeror’s proposal are true, correct, and reliable for purposes of evaluation for a potential contract award. The submission of inaccurate or misleading information may be grounds for disqualification from contract award and may subject the undersigned, Offeror, or both to suspension or debarment proceedings, as well as other remedies available to the Lead State by law, including termination of any Master Agreement awarded to Offeror.

OFFEROR:
__________________________________________ __________________________________________ Signature Date

__________________________________________ __________________________________________ Printed Name Title

__________________________________________ __________________________________________ Email Address Phone Number

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 8, OFFEROR RESPONSE WORKSHEET
Attachment 8

OFFEROR RESPONSE WORKSHEET

Offeror must provide complete and succinct responses to each item below. Insert your responses into this worksheet directly below each question or prompt. While supplementary marketing materials are neither requested nor desired, Offeror should provide all information necessary to demonstrate Offeror’s ability to meet the requirements of this RFP and the RFP’s Scope of Work.

1. Response to Mandatory Minimum Requirements

A. Offer shall be the Original Equipment Manufacturers (OEM) for a minimum of six (6) tires and tubes subcategories. Please confirm you meet this requirement.

1. Pursuit and Performance Tires

2. Automobile/Passenger Vehicles

3. Light Duty Trucks: Redial and Bias

4. Medium Commercial/Heavy Duty Trucks/Buses

5. Off-the-Road OTR: Radial and Bias

6. Agriculture/Farm

7. Industrial

8. Specialty Tires

9. EV Tires

10. Retread

B. The quality for all tires shall be the equivalent or greater than Original Equipment Manufacturers (OEM) as original for automobiles, trucks, tractors, buses, backhoes, loaders, motor graders, and other heavy equipment. Tires supplied shall be marked with Federal Department of Transportation (DOT) compliance symbol. Tires shall conform to all applicable Federal Specifications. Please confirm you meet this requirement.

All tires in subcategories one (1) through nine (9) shall be new, unused and shall have been produced or manufacturer within the last one (1) year prior to delivery to the purchasing Entity.

Should an Authorized Dealer deliver a tire(s) with a manufacturing date exceeding the one (1) year limit, the Authorized Dealer shall pick up the expired tire(s) and replace them with tire(s) that meet the manufacturing date requirement for no additional fee to the Purchasing Entity. Please confirm you meet this requirement.

All tires shall have the size, manufacturer’s name, DOT number, serial number, and indication of body material molded in side-wall at time of cure. The application of any of the above by any other means such as branding, application of decals, etc. shall not be acceptable. Please confirm you meet this requirement.

Tires offered shall have been tested to meet or exceed American Society of Testing and Materials (ASTM) Standard F1922 for highway tires, F1923 for Off Road/Low Speed tires, and meet operations performance levels and marking requirements of Federal Standards FMVSS 109 for new pneumatic passenger tires, FMVSS 139 for new pneumatic radial tires for light vehicles, and FMVSS 119 for new pneumatic non-passenger Multi-Passenger Vehicles (MPVs), trucks, buses, and trailers. Please confirm you meet this requirement.

C. The Offeror shall provide a website dedicated to any Participating State that includes, but, is not limited to, services, cost, technical specifications, online ordering, and payment capability. Please confirm you meet this requirement.

The Offeror shall have a dedicated customer service representative(s) for the resulting Master Agreement. The representative shall be available to respond to all Participating Entity inquiries

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 8, OFFEROR RESPONSE WORKSHEET
within two (2) business day. The representative shall be available to resolve any customer service issues. Please confirm you meet this requirement.

The Offeror shall report Key Performance Indicators (KPIs) measuring their customer service and response time. The KPI report shall be issued to the RFP Contract Administrator no later than sixty (60) days following the end of each calendar year. Please confirm you meet this requirement

A Contractor representative(s) shall attend an annual meeting with the Lead State Contract Administrator and sourcing team to review usage and discuss any issues that are occurring, if requested. The Contractor shall be prepared to discuss overall effectiveness of contract, total sales, and customer service. The representative shall be responsible to conduct and/or coordinate sales meetings, training sessions, and product demonstrations if required. Please confirm you meet this requirement

D. Using Entities may have different agencies, departments, or divisions utilizing the goods and/or services provided by Offeror(s). Therefore, Offeror(s) shall be able to process multiple individual accounts and unique users within a Purchasing Entity. Please confirm you meet this requirement
E. Offeror shall accept mailed and electronic payments/P-Cards and cannot charge additional transaction fees under this Master Agreement. Offeror shall accept each Participating Entity’s payment terms established in their Participating Addendum. Please confirm you meet this requirement.

F. Offeror shall agree to continue recruiting dealers to become Approved Distributors for Participating Entities for the duration of the Master Agreement. Offeror shall further agree to continue outreach with regards to the training of Approved Distributors on the terms and requirements of the Master Agreement and relaying billing procedures for each respect ive Participating Entity. Please confirm you meet this requirement.

2. Response to Technical Criteria

A. Experience, skills & qualifications

1. Provide evidence of your customers’ satisfaction with your product or services. a. Client retention rate during the past 3 years.
b. Customer surveys.
c. Vendor performance ratings.

2. Provide a brief history of your company.

3. Describe your company’s growth during the past three years.

4. Describe your company’s experience performing the same or similar Scope of Work or providing the same or similar Deliverables to other public sector customers.

5. Offeror shall demonstrate that it has the experience providing the same types of goods and/or services specific to governmental entities.

6. Letters of reference from three (3) previous public sector clients knowledgeable of the Offeror’s performance in providing goods and/or services described in this RFP and a contact person, telephone number, and email address for each reference.

7. Describe your company’s experience working with contracting cooperatives.

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 8, OFFEROR RESPONSE WORKSHEET
B. Scope of Work

1. Describe your plan for meeting the Master Agreement Objectives identified in Attachment 2, Scope of Work.

2. Provide evidence of your ability to provide the Deliverables identified in the Scope of Work.

3. Describe your plan to meet Contractor Responsibilities and Tasks identified in the Scope of Work.

C. Service Area & Availability of Products

1. Describe the process, policies, or procedures used by the manufacturer to mitigate risks of running short of the materials needed to product the tires required to meet the need of the states participating in the NASPO ValuePoint Master Agreement.

2. How does the manufacturer and/or distributer determine regularly stocked items?

3. Describe the process and availability of non-stocked items at an Authorized Dealer.

4. Describe the manufacturer’s ability to sell and service tires and tubes to the Participating States. The Offeror shall provide a list of sales and service within each Participating State. The list shall be sorted by city and state. The Offeror’s list of Authorized Dealers with each state shall include location address, phone number, and provided services.

Describe any geographic concerns; ability to service entire state.

5. Describe your ordering process and methods of order submission, including any online system through which Purchasing Entities can place and track Orders.

6. Describe your ability to support a decentralized system of Orders submitted from many end users in multiple states and locations.

7. Describe your return policy.

D. Education & Compliance of Approved Dealers

1. How does the manufacturer educate their Authorized Dealers about a cooperative contract?

2. Describe how a price increase is communicated to your Authorized Dealers .

3. Describe how the manufacturer shall ensure that all Authorized Dealers comply with the terms of the Master Agreement with regards to liability insurance requirements and warranty issues.

4. Describe how a Distributor responds to tire availability, deliver, and pricing discrepancies.

E. Customer Service

1. Offeror shall provide its hours of operation and when key account people shall be available to discuss contract, issues, or problems.

2. Offeror shall provide the names and responsibilities for each member on their government account team.

3. Offer shall describe how problem identification and resolution shall be handled at the manufacturer level and distributor level.

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 8, OFFEROR RESPONSE WORKSHEET

4. Offeror shall explain how it shall service its account and describe the system it shall use to manage its account.

5. Offeror shall describe how it assesses customer satisfaction.

6. Offeror shall explain its quality assurance measures and how they are handled in its organization and Distributors.

F. Emergency Response and Roadside Assistance

1. Describe your company’s emergency response and roadside assistance program?

G. Promotion of the NASPO ValuePoint Master Agreement

1. Describe your company’s experience working with contracting cooperatives.

2. List the cooperatives through which you currently have a contract, and provide sales volume information for each. Identify any restrictions on pricing and sales imposed by your other cooperative contracts.

3. Describe how you intend to market your Master Agreement and encourage participation among potential Participating Entities, including state governments.

4. Describe how you intend to encourage usage of your Master Agreement by Purchasing Entities.

5. Describe your approach to negotiation of Participating Addenda. Describe the extent to which you provide Participating Entities flexibility in incorporating entity-specific language into their Participating Addenda (e.g., Do you require entities to provide statutory citations for their entity-specific language? Are you able to devote resources to simultaneous negotiation of multiple Participating Addenda?).

H. Green Initiative

1. Describe your company’s experience with research and development for environmentally preferred products.

I. Government Employee Discount

1. If available, describe your company’s program to provide a discount for government employees.

Product Sub-
Category 1 & 2
Product
Sub-Category
#3
Product
Sub-
Category
#5
Product Sub-
Category #6
Product
Sub-
Category #7
Product
Sub-
Category #8
Product
Sub-
Category #9
Product
Sub-Category
#10
Pursuit, Performance,
Passenger, Automobile
Light Duty
Trucks Off Road Agriculture/Farm Industrial Specialty EV Tires Retread Single Dual
1 Tire Installation w/purchase in store
includes dismount of used tires and tubes
2 Change tire, dismount and mount
3 Flat Repair, remove, repair and mount
4 Flat repair, off vehicle
5 Rotate mounted tires (per tire)
6 New valve stem rubber or metal (per tire)
7 Wheel balance-computer spin balance (Per
Tire)
8 Wheel balance/Valve stem combo (per tire)
9 Alignment services (Minor parts shall be
included in the pricing of the individual
services below.)
9a. Standard two wheel alignment
9b. Four wheel alignment
9c. Bushing/cam alignment
10 Studding (per tire) - To be performed on
new tires only.

Instructions: Enter your fixed pricing for each of the services listed below in Columns D through M. If any service listed is not provided, then enter NA. Offeror shall list a percentage off current manufacturer's list price for parts. The Offeror may propose a labor rate for each State for Alignment Services. (If applicable, Offeror shall provide information in Tab 4 Multi-State Alignment Hourly Labor Rate). The Offeror may propose a tire disposal fee for each state. (If applicable, Offeror shall provide information in Tab 5 Multi-State Tire Disposal).

PRICE LIST NAME:

PRICE LIST DATE:

Product
Sub-Category
#4
NASPO ValuePoint Pricing for Services
Medium Commercial/
Heavy Duty/Bus
Type of Service
RFP0223005113 - NASPO Valuepoint Tires, Tubes & Services Tab 2 - Service Rates Price List
OFFEROR NAME:
1 Product Sub-
Category 1 & 2
Product
Sub-Category
#3
Product
Sub-
Category
#5
Product Sub-
Category #6
Product
Sub-
Category #7
Product
Sub-
Category #8
Product
Sub-
Category #9
Product
Sub-Category
#10
Pursuit, Performance,
Passenger, Automobile
Light Duty
Trucks Off Road Agriculture/Farm Industrial Specialty EV Tires Retread PRICE LIST NAME:

PRICE LIST DATE:

Product
Sub-Category
#4
NASPO ValuePoint Pricing for Services
Medium Commercial/
Heavy Duty/Bus
Type of Service
OFFEROR NAME:
11 Siping (per tire)
12 Used tire recycle/disposal fee (per tire)
13 Bulk tire disposal (min. of six tons
capacity)
14 Tire pressure monitoring kit (per Tire)
2 REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 4, PROPOSED MODIFICATIONS TO SAMPLE MASTER AGREEMENT Attachment 10

PROPOSED MODIFICATIONS TO SAMPLE MASTER AGREEMENT

The Lead State may, but is not obligated to, consider proposed modifications to Attachment 4 , Sample Master Agreement.

Provisions of the Sample Master Agreement that are generally inapplicable to, incompatible with, or unsuitable for the subject of this RFP should be brought to the attention of the Lead State using the process described in this RFP for asking questions and will be addressed only at the sole discretion of the Lead State.

Offeror-specific modifications to the Sample Master Agreement may be proposed as part of Offeror’s proposal in this attachment but are strongly discouraged. The quantity, breadth, and nature of modifications proposed by Offeror may be considered in the Lead State’s evaluation of Offeror’s proposal and of its risks, costs, and benefits to the Lead State and potential Participating Entities and Purchasing Entities. Proposing excessive or overly restrictive modifications, or proposing modifications upon which Offeror’s proposal is conditioned, may result in Offeror’s proposal being deemed non-responsive.

Offeror’s Proposed Modifications. (Check one of the below.) ☐ Offeror has no proposed modifications to Attachment 4, Sample Master Agreement. ☐ Offeror proposes the modifications set forth in the table below and will submit with Offeror’s proposal a redlined copy of Attachment 4, Sample Master Agreement incorporating each proposed modification.

Offeror understands, acknowledges, and agrees to comply with the following:
• The following will not be considered by the Lead State:
o Any proposed modification not submitted in this attachment; o Any proposed modification not accompanied by an explanation as required in this attachment;
o Any proposed modification not reflected in redlined edits to the Sample Master Agreement and submitted with Offeror’s proposal; and
o Any proposed modification merely referencing another document or a URL. • Offerors may propose additional terms but must include them in this attachment and must clearly identify where any terms conflict with the Sample Master Agreement. • If Offeror is awarded a Master Agreement resulting from this RFP, a comparison of Attachment 4, Sample Master Agreement and Offeror’s accepted modifications thereto may be posted on the NASPO ValuePoint website for examination by potential Participating Entities and Purchasing Entities.
• Each of the following fields must be completed for each proposed modification to the Sample Master Agreement:
o Sample Master Agreement Section Reference: The page, section, or paragraph in the Sample Master Agreement that is the subject of Offeror’s proposed modification. o Sample Master Agreement Language: The language in the Sample Master Agreement that the Offeror is proposing to modify.
o Proposed Changes and Alternate Language: The Offeror’s proposed changes to the Sample Master Agreement language including, if applicable, Offeror’s proposed alternate language.
o Justification for Proposed Change: Offeror’s justification for the proposed change.

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0223005113
_________________________________________________________________________________________________________________

Attachment 4, PROPOSED MODIFICATIONS TO SAMPLE MASTER AGREEMENT o Risk and Benefits of Acceptance: Offeror’s analysis of the risk and benefits to the Lead State, Participating Entities, or Purchasing Entities—including quantifiable costs or cost savings—if Offeror’s proposed change is accepted by the Lead State.

Sample Master
Agreement
Section
Reference
Sample Master
Agreement
Language
Proposed Changes
and Alternate
Language
Justification for
Proposed Change
Risk and Benefits
of Acceptance

[Add additional rows as needed.]

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0222005113
_________________________________________________________________________________________________________________

Attachment 11, CLAIM OF BUSINESS CONFIDENTIALITY
Attachment 11

CLAIM OF BUSINESS CONFIDENTIALITY

Offeror’s Claims of Business Confidentiality. (Check one of the below.) ☐ Offeror is not claiming any information within Offeror’s proposal as confidential, proprietary, or protected. (Check box and skip to SIGNATURE section below.)
☐ Offeror claims the information set forth in the table below as confidential, proprietary, or protected a nd will submit with Offeror’s proposal a redacted copy of Offeror’s proposal, which must be clearly marked as such. Offeror understands, acknowledges, and agrees to comply with the following:
• Each of the following fields must be completed for each claim asserted by Offeror:
o Proposal Section Reference: The page, section, or paragraph in Offeror’s proposal containing the information claimed to be confidential, proprietary, or protected. o Confidential Information: A description of the information claimed to be confidential, proprietary, or protected.

Basis for Claim: The basis for Offeror’s claim, which in accordance with the State of Iowa’s code chapter 22 shall be one of the following:

o An Offeror requesting confidential treatment of specific information shall: (1) conspicuously mark the outside of its Bid as containing confidential information, (2) mark each page upon which the Offeror believes confidential information appears and CLEARLY IDENTIFY EACH ITEM for which confidential treatment is requested; MARKING A PAGE IN THE PAGE MARGIN IS NOT SUFFICIENT IDENTIFICATION, and (3) submit a “Public Copy” from which the confidential information has been excised.

o Form 22 will not be considered fully complete unless, for each confidentiality request, the Offeror: (1) enumerates the specific grounds in Iowa Code Chapter 22 or other applicable law that supports treatment of the information as confidential, (2) justifies why the information should be maintained in confidence, (3) explains why disclosure of the information would not be in the best interest of the public, and (4) sets forth the name, address, telephone, and e-mail for the person authorized by Bidder to respond to inquiries by the Agency concerning the confidential status of such information.

o The Public Copy from which confidential information has been excised is in addition to the confidential copy. The confidential information must be excised in such a way as to allow the public to determine the general nature of the information removed and to retain as much of the Bid as possible.

o Failure to request information be treated as confidential as specified herein shall relieve Agency and State personnel from any responsibility for mai ntaining the information in confidence. Offerors may not request confidential treatment with respect to pricing information. An Offeror’s request for confidentiality that does not comply with this form or an Offeror’s request for confidentiality on inform ation or material that cannot be held in confidence as set forth herein are grounds for rejecting the Bid as non -responsive. Requests to maintain an entire Bid as confidential will be rejected as non-responsive.

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0222005113
_________________________________________________________________________________________________________________

Attachment 11, CLAIM OF BUSINESS CONFIDENTIALITY
o If Lead State receives a request for information that Offeror has marked as confidential and if a judicial or administrative proceeding is initiated to compel the release of such information, Offeror shall, at its sole expense, appear in such action and defend its request for confidentiality. If Offeror fails to do so, Lead State may release the information or material with or without providing advance notice to Offeror and with or without affording Bidder the opportunity to obtain an order restraining its release from a court possessing competent jurisdiction. Additionally, if Offeror fails to comply with the request process set forth herein, if Offeror’s request for confidentiality is unreasonable, or if offeor rescinds its request for confidential treatment, Lead State may release such information or material with or without providing advance notice to Offeror and with or without affording Offeror the opportunity to obtain an order restraining its release from a court possessing competent jurisdiction.

o Explanation: Explanation of how the information claimed to be confidential meets the definition of one of the bases above.
• Offeror may not mark pricing or Offeror’s entire proposal as confidential, proprietary, or protected.

Proposal
Section
Reference
Confidential Information Basis for Claim Explanation

[Add additional rows as needed.]

REQUEST FOR PROPOSALS FOR

TIRES, TUBES, AND SERVICES
Issued by the State of Iowa
Solicitation Number RFP0222005113
_________________________________________________________________________________________________________________

Attachment 11, CLAIM OF BUSINESS CONFIDENTIALITY

SIGNATURE
By signing below, the undersigned certifies under penalty of perjury that the representations made and the information provided herein are true and correct and may be relied upon by the Lead State for purposes of determining the validity of Offeror’s claim(s). Offeror understands that submission of a Claim of Business Confidentiality does not guarantee that information claimed by Offeror as confidential, proprietary, or protected will not be subject to disclosure in accordance with applicable public information laws, rules, and policies. Offeror further agrees that if Offeror fails to submit a redacted copy of Offeror’s proposal, or fails to claim information as confidential, proprietary, or protected in compliance with this RFP, Offeror releases the Lead State, NASPO, NASPO members, and entities represented on the Multistate Sourcing Team from any obligation to keep the information confidential and waives all claims of liability arising from disclosure of the information.

OFFEROR:

__________________________________________ __________________________________________ Signature Date

__________________________________________ __________________________________________ Printed Name Title

__________________________________________ __________________________________________ Email Address Phone Number
27 July 2023
Tires, Tubes, and Services
The purpose of this RFP is to solicit competitive proposals from eligible offerors capable of providing tire products & services through retail distribution networks to all NASPO Participating States. 27 July 2023
Open 7/27/2023 9:00 AM CDT Type Request for Proposal
Close 9/13/2023 3:00 PM CDT Number RFP0223005113
Currency US Dollar

Sealed Until 9/13/2023 3:00 PM CDT

27 July 2023
Contacts
David Kundid
[email protected]
Phone +1 515-745-2796

27 July 2023
Commodity Codes
Commodity Code Description
86305 Tires and Tubes, Passenger Vehicles
86300 TIRES AND TUBES, INCLUDING RECAPPED AND RETREADED TIRES 86307 Tires and Tubes, Light Trucks
86310 Tires and Tubes, Medium Truck and Bus
86315 Tires and Tubes, Off-Road Equipment
86320 Tires and Tubes, Farm Tractor and Implement
86325 Tires and Tubes, Industrial
86330 Tires and Tubes, Misc. (Not Otherwise Classified) 86365 Recapped and Retreaded Tires (See Class 928 if Recapping and Retreading Own Tires as a Service)
99893 Tires and Tubes, Including Retreading Material and Equipment, Sale of Surplus and Obsolete Items
27 July 202327 July 202327 July 202327 July 202327 July 202327 July 202327 July 2023 It is advised to "Save Progress" often and especially after uploading documents.

NOTE: Anytime the Respondent opens their bid after the initial submission, they MUST certify and resubmit. No information will be lost from the initial submission.

NOTE: Respondent must approve and resubmit their bid after an amendment has been posted by the Issuing Officer. If the bid was submitted before the amendment, all information will be saved. The Respondent only needs to read and acknowledge the amendment.

Instructions for Amendments: Answer the newly posted question in the Questions Section, and CERTIFY and SUBMIT your proposal again (if previously submitted).

NASPO ValuePoint Background Information
NASPO ValuePoint is a cooperative purchasing program of all 50 states, the District of Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO), doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. For more information consult the following websites www.naspovaluepoint.org and www.naspo.org.

Contract Term
The term of the contract will begin April 1, 2024 and end on March 31, 2027.

The Agency shall have the sole option to renew the contract upon the same or more favorable terms and conditions for up to three (3) annual extensions. The resulting contract will be available to all NASPO ValuePoint Participating States.

Optional Pre--Proposal Conference
Offerors shall attend virtually via Google Meets. To participate virtually, contact David Kundid ([email protected]) for Google Meets information.

Description

Required to View Event
Prerequisites
Required to Enter Bid
27 July 2023

1. Respondent shall read and make certifications of their Proposal.

2. Respondent shall read and authorize to release information for their Proposal.

27 July 202327 July 202327 July 202327 July 202327 July 2023

Buyer Attachments

1. 00 - RFP Summary.pdf

2. 01 - RFP Terms and Conditions.pdf

3. 02 - Scope of Work.pdf

4. 03 - RFP Evaluation Plan.pdf

5. 04 - Sample Master Agreement.pdf

6. 05 - Potential Participation.pdf

7. 06 - Protest Information.pdf

8. 07 - Offeror Information, Acknowledgements, and Certifications.pdf

9. 08 - Offeror Response Worksheet.pdf
1 0. 09 - Cost Proposal.xlsx
1 1. 10 - Proposed Modifications to Sample Master Agreement.pdf 1 2. 11 - Claim of Business Confidentiality.pdf
27 July 202327 July 202327 July 202327 July 2023
Questions
Required Questions
Group 1:

Instructions:

1.1 Confidential Treatment of Information - Is Respondent requesting confidential treatment of specific information?

1.2 Respondent must attach separate Technical Proposal file.

1.3 Respondent must attach separate Cost Proposal file. 27 July 202327 July 202327 July 2023