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HomeMy WebLinkAboutItem 09 - Award Blanket Order Contracts to HD Supply, Snap -on, WESCO Distribution Inc., and White Cap, LPPublic Works Agency www.santa-ana.org/public-works Item # 9 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report March 7, 2023 TOPIC: Award Blanket Order Contracts to HD Supply, Snap -on, WESCO Distribution, Inc., and White Cap, LP AGENDA TITLE Award Blanket Order Contracts to HD Supply, Snap -on, WESCO Distribution, Inc; and White Cap, LP for Maintenance, Repair, and Operating Supplies and Equipment in the Annual not to Exceed Aggregate Amount of $565,000 for a One -Year Term Ending on March 31, 2024, with Provisions for up to Five Additional One -Year Renewal Periods (Specification No. 23-015) (General Fund) RECOMMENDED ACTION Award a blanket order contract to vendors listed below for as -needed maintenance, repair, operating supplies, and equipment for a one-year term ending on March 31, 2024, with provisions for up to five one-year renewal periods in accordance with each vendor's respective contract terms and conditions, subject to non -substantive changes approved by the City Manager and City Attorney. The annual aggregate not -to -exceed amount is $565,000, with a total aggregate not -to -exceed amount of $3,390,000 for the entire term, including renewal periods exercisable by the City Manager. HD Supply San Diego, CA Snap-On Kenosha, WI WESCO Distribution, Inc. Pittsburgh, PA White Cap, LP. Orlando, FL DISCUSSION The Public Works Agency's Water Resources Division operates and maintains 20 active water wells and seven water pumping stations, supplying the City's drinking water and a sanitary sewer system consisting of approximately 390 miles of pipelines. HD Supply and Snap-On provide maintenance, repair, and operating supplies and equipment, including many power tools and related equipment used on a daily basis by staff to perform immediate electrical, plumbing, and general repairs at various City buildings, including parks facilities, libraries, recreation and senior centers, Santa Ana Zoo, City Hall, Corporate Yard, Police Administration, and Holding Facility. HD Supply and Snap - on offer short lead times for materials, supplies, and equipment required for daily operations. To facilitate this process, annual blanket order contracts will be established with the four vendors. Contracts for Maintenance Supplies and Equipment March 7, 2023 Page 2 Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts issued to vendors who have been awarded by a state agency, county, city, or other public agency after a competitive bidding process substantially equivalent to the City's standard bidding process. By leveraging the procurement power through cooperative purchasing, the City of Santa Ana is able to obtain nationally vetted, high quality products at competitive volume pricing, and is in accordance with the City's existing Purchasing guidelines. OMNIA Partners Public Sector, a national cooperative purchasing program has made available contracts awarded to HD Supply and WESCO Distribution, Inc. HD Supply was awarded a contract after competitive Request for Proposals (RFP) No. 16154 was conducted by Maricopa County, Arizona. WESCO Distribution, Inc. was awarded Contract No. R192008 by Region 4 Education Service Center, Texas, as a result of a competitive RFP. Snap -on and White Cap, LP were both awarded Contracts (No.013020-SNP and No. 091422-WCP) after competitive RFPs were conducted by Sourcewell, a State of Minnesota local government agency and service cooperative. FISCAL IMPACT Funding for the not -to -exceed annual amount of $565,000 is available in the FY 2022- 23 budget, within various departmental Miscellaneous Operating Expense accounts (No. 63001) and Contract Services -Professional (No. 62300). Funding for the total not - to -exceed amount of $3,390,000 in future contract extensions through March 31, 2029; will be included in the proposed annual budgets for City Council consideration. Fiscal Year Accounting Fund Accounting Amount Unit -Account Description Unit, Account # Description Contract 1-Year Term March to June 06017640- Water Fund Water Utility $50,000 30, 2023 63001 Production & Supply, Miscellaneous Operating Expenses 06017641- Water Fund Water Systems $30,000 63001 Maintenance, Miscellaneous Operating Expenses 01117017- General Fund PWA Service $6,700 62300 Enhancement, Contracts for Maintenance Supplies and Equipment March 7, 2023 Page 3 Contract Services - Professional 01117643- General Fund PWA St Trees $3,500 63001 — Service Enhancement, Miscellaneous Operating Expenses 06817641- Sanitation PWA-Roadway $8,500 63001 Fund Cleaning, Miscellaneous Operating Expenses 01117651- General Fund Park $50,000 63001 Maintenance Service Enhancement, Miscellaneous Operating Expenses 99999999- Various Funds Citywide, $40,000 63001 Miscellaneous Operating Expenses FY 2023-2024 06017640- Water Fund Water Utility $100,000 July to March 63001 Production & 6, 2024 Supply, Miscellaneous Operating Expenses 06017641- Water Fund Water Systems $60,000 63001 Maintenance, Miscellaneous Operating Expenses 01117017- General Fund PWA Service $13,3000 62300 Enhancement, Contract Services - Professional 01117643- General Fund PWA St Trees $6,500 63001 — Service Contracts for Maintenance Supplies and Equipment March 7, 2023 Page 4 Enhancement, Miscellaneous Operating Expenses 06817641- Sanitation PWA-Roadway $16,500 63001 Fund Cleaning, Miscellaneous Operating Expenses 01117651- General Fund Park $100,000 63001 Maintenance Service Enhancement, Miscellaneous Operating Expenses 99999999- Various Funds Citywide, $80,000 63001 Miscellaneous Operating Expenses TOTAL: $565,000 EXHIBIT(S) 1. Contract with HD Supply 2. Contract with Snap-On 3. Contract with WESCO 4. Contract with White Cap, LP Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager EXHIBIT 1 CONTRACT PURSUANT TO RFP SERIAL 16154-RFP This Contract is entered into this 11 th day of January, 2017 by and between Maricopa County ("County"), apolitical subdivision of the State of Arizona, and BD Supply Facilities Maintenance, Ltd., Florida Limited Partnership ("Contractor") for the purchase of Maintenance Repair and Operating Supplies and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the Ith day of February, 2017 and ending the 31 sc day ofDecember, 2021. 12 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) additional years, (or at the County's sole discretion, extend the contract on a month -to -month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the equest with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 31 As consideration for performance of the duties described herein, County shall pay Contractor the prices based on the discounts stated in Exhibit "A." or Task Order. 3.2 Payment shall be made upon the County's receipt ofa properly completed invoice. 3.3 INVOICES: 331 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address and contact • County bill -to name and contact information • Contract Serial Number ifprovided during account set-up or • County purchase order number • Invoice number and date • Payment terms • Date of shipment Quantity • Contract Item number(s) EXHIBIT 1 SERIAL 16154-RFP • Description of Purchase (product cr services) > Pricing per unit of purchase • Freight (if applicable) • Extended price • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed in the using agency as listed an the Purchase Order. 3.3.3 Payment shall be made in the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is m Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located rn the County Department of Finance Vendor Registration Web Site (htLI2://www.maric4a.guiIFinance/Vendors.asLx—L 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details m the specific invoices that the payment covers. The Contractor is required in discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 PAYMENT RETENTION: (By Task Order/Project if required) 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by CONTRACTOR related to work under this agreement shall be retained by COUNTY until Final Completion ofthe services. COUNTY may elect to release specific retention payments based an mutually agreed milestones, but in no case shall retention be released prior b Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this contract by County through m fault of CONTRACTOR, CONTRACTOR shall be entitled to the refund of any fluids in the retention account. 3.4.2 The CONTRACTOR shall have the right, pursuant b Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The CONTRACTOR is required to request this option at least ten (10) business days prior In submission of first Application for Payment in allow time for preparation of forms. The CONTRACTOR shall request and obtain securities forms through COUNTY. The COUNTY must identify either securities option or retention option prior to first Application for Payment 3.5 APPLICABLE TAXES: 3.5.1 ,Payment of Taxes: The Contractor shall pay all applicable taxes. With respect b any installation labor on items that are not attached b real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately an the Contractor's invoices. 3.5.2 State and Local Transaction Privilege Taxes: Maricopa County is subject In all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, hold Maricopa County harmless f rom any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker's Compensation. EXHIBIT 1 SERIAL 16154-RFP 3.6 TAX: (SERVICES) No tax shall be levied against labor based on applicable law and pursuant to tax exemption regulations. It is the responsibility ofthe Contractor to determine any and all taxes and include the same in proposal price. 3.7 TAX(COMMODITIES): Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. 3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 3.8.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA's) 3.9.1 County currently holds ICPA's with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval ofthe Contractor, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract 3.10 VOLUNTARY EMPLOYEE DISCOUNTS 3.10.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.10.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee. If a discount is offered, the terms will be announced to County employees. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions ofthis Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date ofthe termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. EXHIBIT 1 SERIAL 16154-RFP 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit "B", Task Order cr as otherwise directed in writing by the Procurement Officer. 6.0 TERMS and CONDITIONS: 61 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against actual and direct claims, damages, losses, and expenses (including, but not limited to reasonable attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) to the extent arising out of, cr alleged to have resulted from the negligent acts, errors, omissions, or willful misconduct relating to the Contractor's performance o f this Contract Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any actual and direct claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, to the extent caused by negligent acts, errors, omissions, or willful misconduct in the performance of this Contract but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly employed by them, or anyone for whose acts they may be liable, except to the extent such claim, damage, loss, cr expense is caused in part by a party indemnified hereunder. Contractor's obligation to indemnify, defend and hold harmless County shall not apply in cases of County's negligence cr intentional misconduct Further, Contractor shall not be so obligated and specifically disclaims any liability for claims that are due to: building design and/or construction, product misuse, misapplication of the product improper site or surface preparation, improper selection of product and/or color, or improper maintenance. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification extends to the negligence of County. 6.2 INSURANCE. 6.2.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein stipulated minimum insurance from a company cr companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and fonns must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, A the sole discretion of County, constitute a material breach of this Contract 6.2.3 Contractor's insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County's right to coverage afforded under the insurance policies. EXHIBIT 1 SERIAL 16154-RFP 6.2.5 The insurance policies may provide coverage that contains deductibles or self -insured retentions. Such deductible and/or self -insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self -insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self -insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 The insurance policies required by this Contract, except Workers' Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds, except where such agent or representative is a contractor or subcontractor retained by the County. 6.2.7 The policies required hereunder, except Workers' Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor's work or service, except where such agent or representative is a third -party contractor or subcontractor retained by the County. 6.2.8 Commercial General Liability. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit o f not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.2.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor's owned, hired, and non -owned vehicles assigned to or used in performance of the Contractor's work or services or use or maintenance o fthe Premises under this Contract. 6.2.10 Workers' Compensation. Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor's employees engaged in the performance of the work or services under this Contract; and Employer's Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against County and its agents, officers, directors and employees (except for third -party contractors or subcontractors retained by the County) for recovery of damages to the extent these damages are covered by the Workers' Compensation and Employer's Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Errors and Omissions (Professional Liability) Insurance. Errors and Omissions (Professional Liability) insurance and,Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability ofthe CONTRACTOR, with limits ofno less than $2,000,000 for each claim. EXHIBIT 1 SERIAL 16154-RFP 6.2.12 Builder's Risk (Property) Insurance. CONTRACTOR shall purchase and maintain, on a replacement cost basis, Builders' Risk insurance and, Commercial Umbrella insurance, if necessary, in the amount of the initial Contract amount as well as subsequent modifications thereto for the entire work at the site. Such Builder's Risk insurance shall be maintained until completion of the units under construction subject to the agreement as complete. This insurance shall include interests of COUNTY, CONTRACTOR, and all subcontractors and sub -subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction projects, CONTRACTOR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction projects, CONTRACTOR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. Builders' Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect's service and expenses required as a result of such insured loss and other "soft costs" as required by the Contract. Builders' Risk insurance must provide coverage from the time any covered property comes under CONTRACTOR'S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders' Risk insurance shall be primary and any insurance or self-insurance maintained by the County is not contributory. If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CONTRACTOR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders' Risk Insurance policy. 6.2.13 Certificates ofinsurance. 6.2.13.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor's insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 6.2.13.2 In the event any insurance policy (ies) required by this contract is (are) written on a "claims made" basis, coverage shall extend for two years past completion and acceptance of Contractor's work or services and as evidenced by annual Certificates of Insurance. 6.2.13.3 If policy does expire during the life ofthe Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.2.14 Cancellation and Expiration Notice. Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall provide prior written notice of cancellation to Maricopa County based on state guidelines. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitationa EXHIBIT 1 SERIAL 16154-RFP 63 BOND REQUIREMENT: (If required by Project/Task Order) 6.3.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor. 63.1.1 A Performance Bond equal to the full Contract amount ($ or as specified) conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection ofthe Contracting Agency awarding the Contract. 6.3.1.2 A Payment Bond equal to the full contract amount($ or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution ofthe work provided for in such Contract. 6.3.2 Each such bond shall include a provision allowing the prevailing party in a suit cn such bond to recover as a part of his judgment such reasonable attorney's fees as may be fixed by ajudge ofthe court. 6.3.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency. The bonds shall be written or countersigned by an authorized representative ofthe surety who is either a resident of the State of Arizona or whose principal office is maintained in this state, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated "Best -A" or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the AM. Best Company. 6.4 FORCE MAJEURE 6.4.1 Except for payment obligations, neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 6.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non -excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. EXHIBIT 1 SERIAL 16154-RFP 6.5 WARRANTY OF SERVICES: 651 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a pmi of this Contract. County's acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.5.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions ofthis Contract in the manner and to the same extent as services originally furnished hereunder. 6.5.3 Notwithstanding the forewine, with respect to materials provided hereunder, Contractor is a reseller of goods only, and as such does not provide any warranty for the goods it supplies hereunder, Notwithstanding this as -is limitation, Contractor shall pass through to County any transferrable manufacturer's standard warranties with respect to goods purchased hereunder. COUNTY AND PERSONS CLAIMING THROUGH COUNTY SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS, AND THIS SHALL BE THE EXCLUSIVE RECOURSE OF COUNTY AND PERSONS CLAIMING THROUGH COUNTY FOR DEFECTIVE GOODS, WHETHER THE CLAIM OF COUNTY OR THE PERSON CLAIMING THROUGH COUNTY SHALL SOUND IN CONTRACT, TORT, STRICT LIABILITY, PURSUANT TO STATUTE, OR FOR NEGLIGENCE. COUNTY SHALL PASS THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF GOODS. CONTRACTOR EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONTRACTOR ASSUMES NO RESPONSIBILITY WHATSOEVER FOR CONTRACTOR'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY COUNTY, AND COUNTY'S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY COUNTY OR BY COUNTY'S RELIANCE ON ARCHITECTS, ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON CONTRACTOR'S INTERPRETATION, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. IN NO EVENT, WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS, SHALL CONTRACTOR BE LIABLE FOR (a) ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, COINCIDENTAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE LOST PROFITS, ATTORNEY'S FEES OR DELAYED DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY CONTRACTOR'S BREACH OF THIS AGREEMENT, (b) ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER, OR (c) ANY AMOUNT EXCEEDING THE AMOUNT PAID TO CONTRACTOR FOR GOODS FURNISHED TO COUNTY WHICH ARE THE SUBJECT OF SUCH CLAIM(S). ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE ACTION. 6.6 INSPECTION OF SERVICES: 6.6.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.6.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all reasonable times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. EXHIBIT 1 SERIAL 16154-RFP 6.6.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re -performance, County may: 6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.6.4 If after being provided written notice and reasonable opportunity to cure the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.6.4.2 Terminate the Contract for default. 6.7 REQUIREMENTS CONTRACT: 6.7.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting f lom the bid is a requirements contract. However, the Contract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials or services contained in the Contract, they will be purchased from the Contractor awarded that item if the Contractor can meet all the delivery requirements of the County. Orders will only be placed' when the County identifies a need and proper authorization and documentation have been approved. 6.7.2 County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment ofproduct prior to issuance ofPurchase Order, etc. 6.7.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow promptly. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 6.8 Background Check: Contractors need to be aware that there may be multiple background checks (Sheriffs Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondents employees are acceptable for the contractor to do business with the County. This applies to (but is not limited to) the company and sub -contractors. Employees or others who fail to pass these checks shall not be allowed to work on County projects. Failure to meet these requirements may lead to termination o fthe contract. 6.9 Suspension of Work The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part ofthe work of this contract for the period oftime that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an EXHIBIT 1 SERIAL 16154-RFP amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 6.10 Stop Work Order The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, o f the work called for by this contract for a period o f 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop -work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either- 6.10.1 Cancel the stop -work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience ofthe County, clause of this contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part ifthe Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.12.2 Make progress, so as to endanger performance of this contract; or 6.12.3 Perform any ofthe other provisions ofthis contract. 6.12.4 The County's right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or funther obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf ofthe County is at any time while the Contract or any extension ofthe Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf ofthe County from any other party to the contract arising as the result ofthe Contract. EXHIBIT 1 SERIAL 16154-RFP 6.14 CONTRACTOR LICENSE REQUIREMENT: 6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non -governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.14.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to possess the required licenses by subcontracting ofthe labor portion ofthe Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), ifany, the Registrar ofContractors requires for performance ofthe Contract. 6.15 SUBCONTRACTING: 6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County, which consent shall not be unreasonably withheld. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. 6.15.2 The Subcontractor's rate for the j ob shall not exceed that o f the Prime Contractor's rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor's invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass -through the costs to the County, without mark-up. A copy of the Subcontractor's invoice must accompany the Prime Contractor's invoice. 6.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.17 ADDITIONS/DELETIONS OF SERVICE: 6.17.1 The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.17.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion ofthe County within two business days, unless previously approved by the County. 6.18 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision ofthe Contract. EXHIBIT 1 SERIAL 16154-RFP 6.19 SEVERABILITY: The invalidity, in whole or in part of any provision of this Contract shall not void or affect the validity ofany other provision ofthis Contract. 6.20 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law cr applicable regulation. Each party shall supply m the other party, upon request any available information that is relevant m a Contract and m the performance thereunder. 6.21 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements m any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona's website bq://azmemory.azlibrarv.gov/odMsnjzleitem/collection/execorders/id/680/rec/I which is hereby incorporated into this contract as i f set forth in full herein. During the performance o f this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability or national origin. 6.22 ISRAEL BOYCOTT: Per House Bill 2617 Contractor certifies that they are not currently engaged in, and agrees for the duration of the Contract m not engage in, a boycott oflsrael. 6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 6231 The undersigned (authorized official signing for the Contractor) certifies tc) the best of his or her knowledge and belief, that the Contractor 6.23.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department cr agency; 6.23.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting m obtain, cr performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgely, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 6.23.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) o f this certification; and 6.23.1.4 have not within a 3-year period preceding this Contract had one cr more public transaction (Federal, State or local) terminated for cause of default 6.23.2 The Contractor agrees m include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract EXHIBIT 1 SERIAL 16154-RFP 6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (1-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee's employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County's intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility ofthe Contractor. 6.25 INFLUENCE As prescribed in MCI-1202 ofthe Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MCI-902. An attempt to influence includes, but is not limited to: 6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.25.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration o f any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 ofthe National Defense Authorization Act for Fiscal Year 2013 (Pub. L 112-239) and section 3.908 ofthe Federal Acquisition Regulation; 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County EXHIBIT 1 SERIAL 16154-RFP upon request. 6.26.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.27 Uniform Administrative Requirements By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter 11, PART 200-UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 6.28 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.28.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.28.2 Ifthe Contractor's books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.28.3 Ifat any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.29 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount ofthe disallowance, or to require repayment of the disallowed amount by the Contractor. 6.30 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 6.31 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall EXHIBIT 1 SERIAL 16154-RFP include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.32 PRICES: Pricing will be compliant with the Pricing Commitments as described in the Administration Agreement dated as of January 12, 2017 by and between U.S. Communities Government Purchasing Alliance and Contractor. 6.33 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.34 RELATIONSHIPS: In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co -employee, partnership, principal and agent, or j oint venture between the County and the Contractor. 6.35 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District ofArizona, sitting in Phoenix, Arizona 6.36 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor's license agreement, if applicable, the terms ofthis Contract shall prevail. 6.37 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.37.1 Exhibit A, Pricing; 6.37.2 Exhibit B, Scope of Work; 6.37.3 Exhibit C Facilities Management Requirements NOTICES: All notices given pursuant to the terms ofthis Contract shall be addressed to: For County: Maricopa County Office ofProcurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 For Contractor: HD Supply Facilities Maintenance, Ltd. PO Box 509055 San Diego, CA 92150-9055 Attn: Contracts Department with a copy to: HD Supply Facilities Maintenance, Ltd. 3100 Cumberland Blvd, Suite 1700 Atlanta, GA 30339 Attn: Legal EXHIBIT 1 IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE Robin Soehl, VP, Information Integrity & Compliance PRINTED NAME AND TITLE 101 Riverview Parkway, Santee, CA 92071 ADDRESS DATE z MARICOPA COUNTY ATTESTED: C��Ojlz'A& �/ CLERK OF THE BOARD VWt1 APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY JAN 17 TO DATE JAN 17 20i7 DATE /z 2�Ii ATE SERIAL 16154-RFP EXHIBIT 1 SERIAL 16154-RFP EXHIBITB SCOPE OF WORK CONTRACT FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 1.0 INTENT: The Contractor shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide. Other governmental entities under agreement with the County may have access to services provided hereunder. The County reserves the right to award in whole or in part, by item or group o f items, by section or geographic area, or make multiple awards, where such action serves the County's best interest. The County reserves the right to add additional contractors, at the County's sole discretion, in cases where the currently listed contractors are of an insufficient number or skill -set to satisfy the County's needs or to ensure adequate competition on any project or task order work. 1.1 INTRODUCTION, BACKGROUND AND INTENT: MASTER AGREEMENT Maricopa County, AZ (herein "Lead Public Agency" on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein "Participating Public Agencies") is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein "Products and Services"). 1.2 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Contractors are to have the broadest possible selection of MAINTENANCE, REPAIR, OPERATING SUPPLIES AND RELATED PRODUCTS AND SERVICES they offer. The intent of this contract is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs. 1.2.1 Maintenance, Repair, Operating (MRO) Supplies and Related Services (Installation, Repair and Renovation) - A complete and comprehensive offering ofwholesale and/or retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 1.2.2 Related Products and Services (Including Installation, Repair and Renovation Services) - A complete range of related products and services offered by Supplier including, but not limited to, installation, repair and renovation services for replacements, upgrades, and remodeling in the residential, commercial and industrial environments relating to any of the following (non -inclusive): roofing, gutters, downspouts, HV AC, plumbing, electrical, exterior decks, patios and porches, exterior siding, windows and doors, interior and exterior painting, weatherization, ADA improvements, hose EXHIBIT 1 SERIAL 16154-RFP fabrication, hydraulic repairs, gearbox repairs, conveyor system repairs, vulcanizing, rubber fabrication, and any other types of residential, commercial and industrial environments. 2.0 SCOPE OF WORK: 2.1 MAINTENANCE, REPAIR, OPERATING SUPPLIES (MRO) AND RELATED SERVICES (INSTALLATION, REPAIR AND RENOVATION): Provide a complete and comprehensive offering of Wholesale and/or Retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 2.2 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES): 2.2.1 Any related products offered by Supplier. 2.2.2 Services may also include replacements, upgrades, remodeling; and product, turnkey and major category installations. 2.2.3 Services performed shall be non-structural in nature. 2.2.4 Products used in performing these services shall be procured under the awarded contract, at contract prices. 2.2.5 These services may be required in the residential and commercial environments and may be any ofthe following (non -inclusive): 2.2.5.1 Roofing, Gutters, Downspouts 2.2.5.2 HVAC 2.2.5 3 Plumbing 2.2.5.4 Electrical 2.2.5.5 Exterior decks, patios and porches 2.2.5.6 Exterior Siding 2.2.5.7 Windows, Doors 2.2.5.8 Interior/Exterior Painting 2.2.5.9 Weatherization - Storm Windows/Doors, Insulation, Weather Stripping 2.2.5.10 ADA Improvements 2.2.6 Services: 2.2.6.1 As part of your Proposal response, detail your firm's program in offering services including: 2.2.6.2 Providing and managing qualified contractors 2.2.6.3 Budget management in keeping projects on budget 2.2.6.4 Project management services in design, planning, organizing, scheduling and managing all stages of a project. 2.2.7 Service Providers (Labor): 2.2.7.1 Contractor shall serve as the single point of contact between Participating Public Agencies and Service Providers. EXHIBIT 1 SERIAL 16154-RFP 2.2.7.2 Contractor shall verify that all Service Providers are fully licensed for the type of work being performed in the respective state(s). 2.2.7.3 Contractor shall verify each Service Provider maintains at a minimum, the levels of insurance specified under in draft contract. 2.2.7.4 Contractor shall perform a background screen of all Service Providers consisting of(at a minimum): 2.2.7.4.1 National Employee Database 2.2.7.4.2 SSN Verification 2.2.7.4.3 National Criminal Database Check 2.2.7.4.4 Two County Search 2.2.7.4.5 Sex Offender Search 2.2.7.4.6 Annual Review (National Criminal Database) 2.2.7.4.7 Two (2) Year Complete Re -Screen and Renewal 2.2.7.4.8 Financial Background 2.2.7.5 All Service Provider employees shall wear a Service Provider's issued picture identification badge at all times. 2.3 PRODUCT CATEGORIES: This Solicitation is to establish a nationwide purchasing agreement for the acquisition of the following products. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non -inclusive, description of the category. These are standard use in the residential, commercial, and industrial environments. Your firm may not have the ability to provide all categories. All products offered shall be new, unused and ofthe latest desijzn and technology. The intent is for each Proposer to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. You may subcontract items your firm does not supply. 2.3.1 CATEGORY I APPLIANCES Large appliances: refrigerators, washers, dryers, dishwashing machines, stoves, cooktops, range hoods and ovens; TVs, DVR's, small appliances: mixers, toasters, microwave ovens, food processors, disposals, trash compactors, and all ancillary supplies, tools, and components. 2.3.2 CATEGORY 2: BUILDING MATERIALS Lumber (dimensional and timber), millwork, roofing, siding, plywood, paneling, hardwood, trim, molding, fencing, decking, gates, brick, block, doors, windows, bagged goods (concrete, mortar, sand, or asphalt), drywall, rebar, acoustical tiles, rain gutters, garage door openers, insulation, and all ancillary supplies, tools, and components. 2.3.3 CATEGORY 3: HARDWARE Fasteners (nuts/bolts, screws, washers, rivets, nails), builders hardware (hinges, gate hardware, barrel bolts/hasps, corner braces, shelf brackets, closet hardware, springs), threaded rod/steel shapes, anchors, padlocks, lock sets, wheels, casters, ball bearings, rope, chain, metal stock, dry cell batteries, fire extinguishers, signs, cabinet hardware, mail boxes, safes, drop boxes, weatherization products, and all ancillary supplies, tools, and components. 2.3.4 CATEGORY 4: HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) Equipment, package units, evaporative coolers, tools, parts, ducting air filtration, thermostats, portable and fixed heaters, fans, and all ancillary supplies, tools, and components. EXHIBIT 1 SERIAL 16154-RFP 2.3.5 CATEGORY 5: KITCHEN AND BATH CABINETS Kitchen cabinets, bath vanities, countertops, medicine cabinets, mirrors, and all ancillary supplies, tools, and components. 2.3.6 CATEGORY 6: JANITORIAL SUPPLIES Cleaners, soaps, waxes, strippers, polishes, vacuums, brooms, mops, buckets, gloves, caiis, paper goods, and all ancillary supplies, tools, and components. 2.3.7 CATEGORY 7: LANDSCAPING EQUIPMENT AND SUPPLIES Lawn and landscape equipment (gasoline and electric), shovels, rakes, axes, hoes, hoses, nozzles, insect control, herbicides, feliilizers, plants, trees, sprinkler/irrigation equipment and supplies and all ancillary supplies, tools, an components. 2.3.8 CATEGORY 8: MOTORS/PUMPS Fractional and full horse, starters, pulleys, belts, fans, motor controls, and all ancillary supplies, tools, and components. 2.3.9 CATEGORY 9: PAINTS AND COATINGS All types ofpaints and coatings, wall paper, caulking, spray equipment, aerosol paints, pressure washers, sand blasters, finishes, abrasives, epoxy, cleaners, drywall supplies, tarps, compounds, adhesives, accessories, and all ancillary supplies, tools, and components. 2.3.10 CATEGORY 10, PLUMBING Equipment, parts, piping and fittings, water heaters, furnaces, disposals, pneumatic piping, filters, commodes, sinks, bathtubs, showers, shower doors, faucets, water conditioning equipment, water dispensing equipment, salt, and all ancillary supplies, tools, and components. 2.3.11 CATEGORY 11: POOL SUPPLIES Pool chemicals, tools, timers, pump/motor units, vacuum equipment, patio furniture, parts, and all ancillary supplies, tools, and components. 2.3.12 CATEGORY 12: TOOLS, HAND-HELD GENERAL PURPOSE Hand-held (electric, battery, or pneumatic operated), including accessories, automotive type tools, welding equipment, testing and measuring tools, carts and hand trucks, work benches, tool cabinets, ladders, and all ancillary supplies and components. 2.3.13 CATEGORY 13: TOOLS, POWER TYPE Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components. 2.3.14 CATEGORY 14: FLOORING AND WINDOW COVERINGS All flooring, including but not limited to, vinyl plank, VCT, vinyl tile, ceramic tile, hardwood, carpet tile, carpet and cove base; blinds, shades, screens, window glass, mirrors, parts, and all ancillary supplies, tools, and components. 2.3.15 CATEGORY 15: HOSPITALITY Guest room supplies and appliances, personal care amenities, telephones, bed and bath linens, housekeeping cleaning supplies, public restroom supplies, carts, banquet and conference room supplies, guest room and suite furniture, fixtures, and equipment, pool and patio equipment, and other hospitality supplies. EXHIBIT 1 SERIAL 16154-RFP 2.3.16 CATEGORY 16: WATER AND WASTE WATER TREATMENT Aeration, chart and data recorders, chemical feed, collection systems, flow metering, gauges, grounds maintenance, hose, hydrants, lab chemicals, equipment, and testing, location and leak detection, level and pressure, pipe, plugs, process analysis, pumps, sampling equipment, storm water, tanks, tools, valves, and water treatment. 2.3.17 CATEGORY 17: MISCELLANEOUS Including, but not limited to: shelving (metal or wood composite), safety and emergency equipment, first aid supplies, conditioning salt, scaffolding (purchased), packaging supplies, communication supplies, electrical supplies, lighting supplies, office products, and property management products. 2.3.18 CATEGORY 18: IN STORE SERVICES Including, but not limited to: glass cutting, pipe threading, planning services (flooring and cabinet), verbal technical advice, special orders, rental equipment, etc. 2.4 PRODUCT ORDERING: 2.4.1 Contractors complete product line (Wholesale or Retail) shall be available for internet ordering 24/7. 2.4.2 Products may be ordered by any of the following methods: Internet Will Call (Phone or FAX order) 2.5 PRODUCT PRICING: 2.5.1 Wholesale: Pricing shall be a fixed percentage (%) off catalog pricing by Product Category (Section 2.3 above) and a rebate on gross sales (see Exhibit A). Catalog price updates will be allowed once per year. 2.6 ON-LINE CATALOG DISCOUNT PRICING: Presently, the capability exists to access an on-line catalog reflecting contract pricing o f all products. 2.7 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES) PRICING: 2.7.1 All Participating Public Agencies shall receive a detailed written quotation for all services to be performed, and product(s) to be provided. 2.7.2 All quotations shall be for a "not to exceed" amount. 2.7.3 As an audit tool, the Contractor(s) shall provide a copy of the most current R.S. Means Bare Cost Data (including any city cost index adjustment) pertaining to all written quotations. 2.8 SALES REPORTING: Describe your firm's ability to provide detailed management reporting by Participating Public Agency. Identify the level(s) (Agency, Division, Department, Individual) of reporting detail available in the following categories: EXHIBIT 1 SERIAL 16154-RFP 2.8.1 Sales Dollars 2.8.2 Sales histories by manufacturer, item description, part number, quantity, NIGP codes 2.8.3 Procurement card (MasterCard or Visa brand) 2.9 BRAND NAMES: The County reserves the right to request samples to determine quality and acceptability of materials bid by Contractor. In some cases, brand names have been listed in order to define the desired quality and are not intended to be restrictive or to limit competition. Materials substantially equivalent to those designated shall qualify for consideration. 2.10 DELIVERY, FREIGHT REQUIREMENTS: 2.10.1 All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included. Any handling fees shall also be included in the pricing. 2.10.2 Should a Participating Public Agency determine that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the Participating Public Agency. 2.103 The Proposer shall retain control for carrier selection and payment of freight charges of all goods until received by the requesting Pmiicipating Public Agency and the contract coverage completed. The Proposer shall also file all claims for visible or concealed damage. The Participating Public Agency will notify the Proposer of any damaged goods and shall assist the Proposer in arranging for inspection ofthe goods. 2.10.4 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable. 2.10.5 Shipping and handling fees are allowable to destinations outside the continental U.S. 2.10.6 A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 2.10.6.1 Contract Serial number 2.10.6.2 Contractor's name and address 2.10.6.3 Participating Public Agency's name and address 2.10.6.4 Participating Public Agency's purchase order number 2.10.6.5 A description of product(s) shipped, including item number(s), quantity(ies), as applicable 3.0 PROCUREMENT REQUIREMENTS: 31 SHIPPING TERMS: Bid price(s) and terms shall be F.O.B. Destination at ordering Agencies locations. 3.2 OPERATING MANUALS (If required): Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, ifrequired by the Using Agency. 3.3 INSTALLATION: (If required): The Contractor's price shall include delivery and installation o f all equipment in a complete operating condition. EXHIBIT 1 SERIAL 16154-RFP 3.4 ACCEPTANCE: (If required): Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. 3.5 CONTRACTOR EMPLOYEE MANAGEMENT: 3.5. I Contractor shall endeavor to maintain the personnel proposed in their offer throughout the implementation ofthe Solution. In the event that Contractor personnel's employment status changes, Contractor shall provide County a list of proposed candidates with equivalent experience with the Solution. County reserves the right to assist in the selection of the replacement candidate. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.5.2 Contractor shall not reassign any provided personnel without the express consent ofthe County. 3.5.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 35.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. 3.6 TRAINING: The Contractor shall provide a minimum of TBD (hours or days) to completely train County personnel in the use and care of the equipment. All training is to take place on -site at Maricopa County. 3.7 WARRANTY: 3.7.1 All items furnished under this Contract shall conform to the requirements of this Contract. 3.7.2 The warranty period for workmanship shall be for an initial period oftwelve (12) months and commence upon prompt acceptance by County. 3.7.2.1 The Contractor shall indicate on the Price Sheet the duration ofthe warranty and any applicable limitations or conditions which may apply. 3.7.2.2 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship which becomes or is found to be defective during the term of this warranty. 3.7.2.3 Notwithstanding the foregoing, with respect to materials provided hereunder, Contractor is a reseller o f goods only, and as such does not provide any warranty for the goods it supplies hereunder. Notwithstanding this as -is limitation, Contractor shall pass through to County any transferrable manufacturer's standard warranties with respect to goods purchased hereunder. COUNTY AND PERSONS CLAIMING THROUGH COUNTY SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS, AND THIS SHALL BE THE EXCLUSIVE RECOURSE OF COUNTY AND PERSONS CLAIMING THROUGH COUNTY FOR DEFECTIVE GOODS, WHETHER THE CLAIM OF COUNTY OR THE PERSON CLAIMING THROUGH COUNTY SHALL SOUND IN CONTRACT, TORT, STRICT LIABILITY, PURSUANT TO STATUTE, OR FOR NEGLIGENCE. COUNTY SHALL PASS THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF GOODS. EXHIBIT 1 SERIAL 16154-RFP CONTRACTOR EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONTRACTOR ASSUMES NO RESPONSIBILITY WHATSOEVER FOR CONTRACTOR'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY COUNTY, AND COUNTY'S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY COUNTY OR BY COUNTY'S RELIANCE ON ARCHITECTS, ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON CONTRACTOR'S INTERPRETATION, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. IN NO EVENT, WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS, SHALL CONTRACTOR BE LIABLE FOR (a) ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, COINCIDENTAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE, LOST PROFITS, ATTORNEY'S FEES OR DELAYED DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY CONTRACTOR'S BREACH OF THIS AGREEMENT, (b) ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER, OR (c) ANY AMOUNT EXCEEDING THE AMOUNT PAID TO CONTRACTOR FOR GOODS FURNISHED TO COUNTY WHICH ARE THE SUBJECT OF SUCH CLAIM(S). ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE ACTION. 3.8 USAGE REPORT: The Contractor shall furnish the County a usage report upon request delineating the acquisition activity governed by the Contract. The format of the repotl shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. EXHIBIT 1 SERIAL 16154-RFP 16154 EXHIBIT C FACILITIES MANAGEMENT REQUIREMENTS Maricopa County Facilities Management operation requirements. 1.0 HOURS OF SERVICE: 1.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 1.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday. 1.3 WEEKENDS are anytime Saturday or, Sunday. 1.4 HOLIDAYS are County Holidays (See County holiday schedule attachment). 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and respond to a call for services within thirty (30) minutes ofreceipt. 2.0 RESPONSE TIMES: 2.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYS, Contractor shall respond on -site within four (4) hours of receipt of service request. 2.2 If the request is designated by the County as an EMERGENCY, the contractor shall respond on - site within two (2) hours of receipt of a service request regardless o f the time of day, WEEKEND or HOLIDAY. 3.0 TRIP CHARGE: Trip charges are permitted when time and material work is requested at the following sites only: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 32 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ 35 Only one trip charge may be charged per service call. 3.6 If the contractor arrives onsite and is unable to locate a County representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge (maximum one time daily trip charge not to exceed $50.00). The Contractor is not authorized to incur nor will the County accepting billing for any labor charges. 4.0 CONTRACTOR REQUIREMENTS: 4.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope o f Work presented. 4.2 The Contractor's service truck fleet and/or warehouse shall carry sufficient supply ofrepair parts and equipment to perform services per Scope of Work presented. EXHIBIT 1 SERIAL 16154-RFP 4.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance ofthe work. 4.4 All employees of the Contractor shall wear a company uniform identified with the company name consisting of a minimum of one o f the following: 4.4.1 Shirt/blouse 4.4.2 Vest 4.4.3 Cap 4.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor's employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 4.6 The Contractor shall perform the work in a way to minimize disruption to the normal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed. 4.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site. 5.0 BUILDING SECURITY (KEYS): 5.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD. Keys may be acquired by: 5.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re -key the ENTIRE building or locations that the set o fkeys opened with the cost being borne by the Contractor. 5.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion ofFMD. 5.4 The Contractor shall notify FMD within twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor's control. 5.5 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD. 6.0 SALVAGE: Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor's bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre -approved contractor salvage rights shall be securely stored and are not to be transported offthe site without written permission from Maricopa County. If contractor is given salvage rights, salvageable materials shall be removed daily. No on site storage of contractor's salvaged materials will be permitted. 7.0 INVOICES AND PAYMENTS: Invoices are required to contain the following information and should be e-mailed to FMD- ACCOUNTSPAYABLEna,MAIL.MARICOPA.GOV If invoices cannot be e-mailed, U.S. Mail is acceptable to Maricopa County Facilities Management, Accounts Payable, 401 W. Jefferson, Phoenix, Arizona 85003. 7.1 Company name, address and contact information 7.2 County bill -to name and contact/requestor information EXHIBIT 1 SERIAL 16154-RFP 73 Building Name and Building Number 7.4 County purchase order number 75 County contract number 7.6 Maximo (FMD) service call number 7.7 Invoice number and date 7 S Date of service or delivery 7.9 Description of Purchase (services performed) 7.10 Labor breakdown: rate per hour x no. of hours by personnel type (time & materials) 7.11 Material breakdown: itemized parts list to contain unit price x quantity, indicating mark-ups as contracted (time & materials) 7.12 Arrival and completion time 7.13 Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied 7.I4 Payment Terms For Time & Material work, Contractor(s) must provide, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (screws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. Contractor(s) are allowed a one-time Misc. Shop fee charge of up to $25.00 per work order to cover these type of expenses. Anything beyond the $25 limit, will be provided at the contractor's own expense. 8.0 CONTRACTOR EMPLOYEE BACKGROUND CHECK: A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval ofFMD. DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P Sourcewell I a Solicitation Number: RFP#013020 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Snap -on Industrial, A Division of IDSC Holdings LLC, 2801 80th St., Kenosha, WI 53143 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members) in the United States only. 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires April 13, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Member in advance, Equipment or Products must be delivered as operational to the Member's site. Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Member in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Member. C. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized Distributors/Dealers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time -to -time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. In the event the IPLHF7 net price for any item falls below Snap-on's delivered GSA price, Snap -on will have the option to remove the product from its contract offering or increase contract price to 1% above delivered GSA net. Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase. When providing pricing quotes to Members, all pricing quoted must reflect a Member's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Member's requested delivery location. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member. B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax -exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Members. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number • Clearly specify the requested change • Provide sufficient detail to justify the requested change • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change) • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P 5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract within the United States. A Member's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member's use of this Contract is at the Member's sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government - owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws. 6. MEMBER ORDERING AND PURCHASE ORDERS A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member. Snap -on reserves the right to refuse service to any Sourcewell member based on credit worthiness. B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry -specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and conditions must never be less favorable to the Member than what is contained in Vendor's Proposal. C. PERFORMANCE BOND. If requested by a Member, Vendor will provide a performance bond that meets the requirements set forth in the Member's purchase order. 4 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal or state laws or regulations prohibit the purchase or change the Member's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Member's purchase order will be determined by the Member making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Member inquiries; and • Business reviews to Sourcewell and Members, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Member Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Members. The Vendor will submit a check payable to Sourcewell for one percent (1%) multiplied by the total sales of all Equipment, Products, and Services purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 6 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. FEDERAL TRANSIT ADMINISTRATION. Sourcewell reserves the right to amend this Contract to include requirements relating to any subsequent changes affecting the use of inter- governmental cooperative purchasing agreements by FTA grant recipients. D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, master - servant, principal -agent, or any other relationship. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years from the end of this Contract. This clause extends to Members as it relates to business conducted by that Member under this Contract. 7 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INTELLECTUAL PROPERTY As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Members by any person on account of the use of any Equipment or Products by Sourcewell or its Members supplied by Vendor in violation of applicable patent or copyright laws. 15. PUBLICITY, MARKETING, AND ENDORSEMENT A. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 8 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty (30) calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Members as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: 9 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, will be provided as broad as that which is provided by the CGL Form CG 00 01 0413 or its equivalent, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer). Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. 10 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 —annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non -renewal, or reduction of coverage without thirty (30) days' prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable certificates and endorsements, within ten (10) days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or 11 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies). F. SELF -INSURED RETENTIONS. Any self -insured retention in excess of $10,000 is subject to Sourcewell's approval. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at anytime. 12 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P 23. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Member accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis -Bacon Act provisions. 13 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. § 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor 14 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a 15 Rev. 4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D EXHIBIT 2 013020-SN P satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty (60) days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination. Sourcewell DocuSigned by: By: —1 COFD2Ais9D06489... Jeremy Schwartz Title: Director of Operations & Procurement/CPO Date: 4/14/2020 1 3:07 PM CDT Approved: P� DocuSigned � by: By: _ lea IAAW,8L 7E42B8F817A64CC... Chad Coauette Title: Executive Director/CEO Date: 4/14/2020 1 3:50 PM CDT Snap -on Industrial, A Division of IDSC Holdings LLC DocuSigned by: By:- 86AB7D550A6A4CC... Bart A. Wignall Title: President, Industrial Division & Vice President, IDSC Holdings LLC Date: 4/14/2020 1 1:45 PM PDT 16 Rev.4/2019 DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D 10AIiINIIII1�� RFP 013020 - Vehicle Lifts, with Garage and Fleet Maintenance Equipment Vendor Details Company Name: Snap -on Industrial, A Division of IDSC Holdings LLC Does your company conduct business under any other name? If Snap -on Industrial yes, please state: 2801 80th St. Address: Kenosha, Wisconsin 53143 Contact: Randie Van Ness Email: randie.l.vanness@snapon.com Phone: 386-527-4101 Fax: 407-328-8943 HST#: 364070294 Submission Details Created On: Friday January 03, 2020 10:22:45 Submitted On: Wednesday January 29, 2020 16:37:40 Submitted By: Randie Van Ness Email: randie.l.vanness@snapon.com Transaction #: 52c32468-14ee-42bf-a710-05f65e2be6de Submitter's IP Address: 97.103.24.95 Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D 10AIiININI A Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark "NA" if the question does not apply to you (preferably with an explanation). Line Item Question Response* 1 Proposer Legal Name (and Snap -on Industrial, A Division of IDSC Holdings LLC applicable d/b/a, if any): 2 Proposer Address: 2801 80th St. Kenosha, WI 53143 3 Proposer website address: www.snapon.com 4 Proposer's Authorized John Gowey, Vice President- Sales North America Critical Industries, 2801 80th St. Kenosha, WI Representative (name, title, 53143, John.C.Gowey@snapon.com, 262-646-4712 address, email address & phone) (The representative must have authority to sign the "Proposer's Assurance of Compliance" on behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): 5 Proposer's primary contact for this Bobby Draper, National Contract Manager, 2801 80th St. Kenosha, WI 53143 proposal (name, title, address, Robert. L. Draper@snapon.com, 985-807-3111 email address & phone): 6 Proposer's other contacts for this Randie Van Ness, National Contract and Project Manager, 2801 80th St. Kenosha, WI 53143 proposal, if any (name, title, Randie.L.Vanness@snapon.com, 386-527-4101 address, email address & phone): Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 2: Company Information and Financial Strength 10AIiINIIIIIINA Line Item Question Response* 7 Provide a brief history of your company, Snap -on Industrial's parent company, Snap -on Incorporated, a $3.7 billion, S&P 500 including your company's core values, Company headquartered in Kenosha, Wisconsin, was founded in 1920 and is a business philosophy, and industry longevity leading global innovator, manufacturer and marketer of tools and equipment for related to the requested equipment, products professional users performing critical tasks. Products and services include hand and or services. power tools, tool storage, fleet maintenance diagnostics, garage equipment and shop tools. Snap -on Industrial services customers in various industries, including fleet, state and local governments, technical education, maintenance, military, power generation and aerospace. 8 Provide a detailed description of the products All products listed in section B, 1 and 2 of the RFP with the exception of exhaust and services that you are offering in your ventilation systems and vehicle wash systems. proposal. 9 What are your company's expectations in the The contract will provide a multi -million dollar contractual pathway for many public event of an award? sector customers to access Snap -on products. 10 Demonstrate your financial strength and Snap -on Incorporated, a 100 year old company, is traded on the NYSE under the stability with meaningful data. This could symbol SNA. The company enjoys exceptional financial strength. Snap -on include such items as financial statements, Incorporated's most recent (2018) Annual Report is attached, detailing all relevant SEC filings, credit and bond ratings, letters financial information. of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 11 What is your US market share for the Snap -on enjoys strong market share across its entire product line. According to the solutions that you are proposing? 2018 Frost and Sullivan survey of United States Automotive Technicians, Snap-on's market share for hand tools is 73%, 63% for diagnostic equipment, 55% for power tools and 72% for tool storage. 12 What is your Canadian market share, if any? Not applicable for this proposal. 13 Has your business ever petitioned for No. bankruptcy protection? If so, explain in detail. 14 How is your organization best described: is it "B". Snap -on is the manufacturer and direct marketer of its products. Snap -on a manufacturer, a distributor/dealer/reseller, or Industrial's employee sales team consists of Account Managers, Sales Managers and a service provider? Answer whichever Business Managers supported by a National Industrial Customer Service Center, question (either a) or b) just below) best Corporate Contract Administration and Contract Management. applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 15 If applicable, provide a detailed explanation Snap -on products meet or exceed all industry certifications. All standard lift products outlining the licenses and certifications that are ALI certified. Snap -on Industrial is registered to do business in all 50 US states. are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 16 Provide all "Suspension or Debarment" Snap -on Industrial has had no suspensions or debarments in the last 10 years. information that has applied to your organization during the past ten years. 17 Within this RFP category there may be Snap -on Industrial offers product solutions in all subcategories except II.B.2.e and g. subcategories of solutions. List subcategory Snap-on's entire product offering can be found at: www.snapon.com. PDF catalog has titles that best describe your products and been attached in the file under marketing materials. services. Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 3: Industry Recognition & Marketplace Success 10AIi11.311110A Line Item Question Response* 18 Describe any relevant industry awards or Snap -on regularly receives recognition for its innovative products. In 2019 recognition that your company has received Professional Tools & Equipment News (PTEN) designated 10 Snap -on products in the past five years for "People's Choice" Awards. Recognition was given for advanced digital multimeters, tire pressure monitoring systems, refrigerant recovery equipment, heavy duty off -road creepers, air -assist telescopic transmission jack, magnetic mountable headlamp, heavy duty shop carts, Advanced Drivers Assistant Systems (ADAS) software, automotive scan tools and digital thermal imaging. 19 What percentage of your sales are to the Sales to government sector customers, including Federal, state and local, over the governmental sector in the past three years last 3 years averaged 24% of total Snap -on Industrial sales. 20 What percentage of your sales are to the Sales to educational customers over the last 3 years averaged 16% of total Snap - education sector in the past three years on Industrial sales. 21 List any state or cooperative purchasing Texas (GSA MAS) - 2019 - $1.1M, 2018 - $1.1M, 2017 - $1.3M contracts that you hold. What is the annual Ohio (GSA MAS) — 2019 - $1.3M, 2018 - $1.4M, 2017 - $1AM sales volume for each of these contracts California (GSA MAS) — 2019 - $5.3M, 2018 - $2.3M, 2017 - $2.7M over the past three years? NASPO Vehicle Lifts and Garage Associated Equipment- 2019 - $4.2M, 2018 - $2.5M, 2017 - $.7M* *Implemented May 2017. NASPO Professional Grade Tools and Diagnostic Equipment- 2019 - $15M, 2018 - $22.5M**, 2017 - $17M **Combination of Small Hand and Power Tool Contract (expired August 2018) and Professional Grade Tools and Diagnostic Equipment. 22 List any GSA contracts that you hold. What Contract, 47QSHA19D005N. Sales-, 2019 — $29.3M, 2018 — $24.8M, 2017 — is the annual sales volume for each of these $18.7M contracts over the past three years? Table 4: References/Testimonials Line Item 23. Supply reference information from three customers who are eligible for Sourcewell membership. Entity Name * Contact Name * Phone Number* Louisiana Department of Corrections John Easley 985-507-3013 Clark County Nevada John Boris 702-455-8545 Township High School District 211 Barb Peterson 847-755-6669 Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 5: Top Five Government or Education Customers 10AIiIN.3111111NA Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type * State / Province * Scope of Work * Size of Transactions * Dollar Volume Past Three Years * Government- Government New York - NY Multiple purchases of hand and Multiple transaction values. 2019- $1.1 M, 2018- Local power tools, tool storage, $1.3M and 2017- $1.3M diagnostic, fleet management and undercar equipment. Education- Education California - CA Multiple purchases of hand and Multiple transaction values. 2019- $.6M, 2018- $AM Secondary power tools, tool storage, and 2017- $.2M diagnostic, fleet management and undercar equipment. Education- Education Tennessee - TN Multiple purchases of hand and Multiple transaction values. 2019- $.5M, 2018- $.1 M Post Secondary power tools, tool storage, and 2017- $.7M diagnostic, fleet management and undercar equipment. Education- Education Pennsylvania - Multiple purchases of hand and Multiple transaction values. 2019- $AM, 2018- $.5M Technicial PA power tools, tool storage, and 2017- $.6M diagnostic, fleet management and undercar equipment. Education- Education Texas - TX Multiple purchases of hand and Multiple transaction values. 2019- $AM, 2018- .2M, Secondary power tools, tool storage, 2017- $.07M diagnostic, fleet management and undercar equipment. Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full- time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* 25 Sales force. Snap -on Industrial's US employee sales team consists of 305 Account Managers, Sales Managers and Business Managers disbursed throughout all 50 states. 26 Dealer network or other distribution methods. No dealers, franchisees or distributors will be used in the performance of this contract. 27 Service force. Three Snap -on Repair Centers - Eastern, Western and Northern - service tools and equipment in addition to Snap-on's network of 78 Field Service Technicians and 37 Authorized Independent Service Contractors. 28 Describe in detail the process and Snap -on Industrial's National Industrial Service Center, Account Managers and Sales procedure of your customer service Managers are the primary points of contact for customer service, product warranty and program, if applicable. Include your repairs. All calls and inquiries are responded to in a timely manner. response -time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. 29 Identify any geographic areas of the United Snap -on Industrial offers full US coverage, however, no sales or service is offered States or Canada that you will NOT be fully under this proposal for Canada or the US Territories. serving through the proposed contract. 30 Identify any Sourcewell Member sectors Snap -on Industrial will service all Sourcewell members in the US. (i.e., government, education, not -for -profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements or Snap -on Industrial will have no additional contract requirements or restrictions for restrictions that would apply to our Sourcewell members in Alaska or Hawaii, however, the US Territories are excluded Members in Hawaii and Alaska and in US under this agreement. Territories. Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 7: Marketing Plan 10AIiIN.11111�� Line Item Question Response* 32 Describe your marketing strategy for In addition to Snap-on's full line catalog, marketing materials are distributed by Account promoting this contract opportunity. Managers during onsite sales calls as well as electronically. Catalog 1400i and examples of Upload representative samples of your typical quarterly brochures have been uploaded. marketing materials (if applicable) in the document upload section of your response. 33 Describe your use of technology and Snap -on Industrial has a dedicated website, https:/fb2b.snapon.com/, a digital catalog digital data (e.g., social media, website and social media presence on YouTube, Facebook, Twitter and Instagram. metadata usage) to enhance marketing effectiveness. 34 In your view, what is Sourcewell's role Snap -on Industrial would look to Sourcewell to continue to build its member base. Snap -on in promoting contracts arising out of would promote the contract and membership through the Industrial sales force with this RFP? How will you integrate a marketing materials containing contract information and product offering. Sourcewell-awarded contract into your sales process? 35 Are your products or services Snap -on Industrial has an eCat website for eligible registered members to procure items at available through an e-procurement contract prices. The ability to interface for EDI, Ariba and other electronic purchasing ordering process? If so, describe your platforms is also available. e-procurement system and how governmental and educational customers have used it. Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 8: Value -Added Attributes 10AIiIN.3111111NA Line Item Question Response 36 Describe any product, equipment, Standard product training is provided by Snap -on Industrial sales personnel as a no -charge, maintenance, or operator training value-added service. Optional advanced training is offered, from time to time, on select programs that you offer to topics and products. Charges, if any, vary and are published at time of offering. Sourcewell Members. Include details, such as whether training is standard or optional, who provides training, and any costs that apply. 37 Describe any technological Since its founding 100 years ago, one of Snap-on's core beliefs has been fearless advances that your proposed innovation. There's no better metric for measuring its success in that area than the number products or services offer. of patents it holds. Snap -on has been awarded over 3,300 patents; more than 1,700 of these have been awarded in the last 20 years, evidencing the accelerating pace of innovation. 38 Describe any "green" initiatives Snap -on is committed to creating quality products, while providing a safe and healthy that relate to your company or to workplace and acting as an environmentally responsible neighbor. A copy of Snap-on's your products or services, and Corporate Responsibility Statement and Environmental Health Policy is included in the include a list of the certifying uploaded documents.. agency for each. 39 Identify any third -party issued eco- Snap-on's product families are not classified into any of these categories. labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 40 Describe any Women or Minority Snap -on has an established supplier diversity process to ensure minority, women -owned and Business Entity (WMBE), Small veteran -owned businesses have equal access to internal contract opportunities. See uploaded Business Entity (SBE), or veteran Supplier Diversity Statement for more details. owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 41 What unique attributes does your Snap -on products are a preferred brand of choice in the marketplace. This status was company, your products, or your obtained through 100 years of creating value for Snap -on customers. Selling directly to services offer to Sourcewell customers maximizes the opportunity for customer feedback and focuses efforts on providing Members? What makes your products that enhance safety, maximize productivity and control costs. Snap-on's Quality proposed solutions unique in your Policy has been uploaded. industry as it applies to Sourcewell members? 42 Identify your ability and willingness No sales or service is offered under this proposal for Canadian Sourcewell members. to provide your products and services to Sourcewell member agencies in Canada. Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 9: Warranty 103M1IIQIWA Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response* 43 Do your warranties cover all products, parts, and Yes. See uploaded Snap -on warranty policy. labor? 44 Do your warranties impose usage restrictions or No. other limitations that adversely affect coverage? 45 Do your warranties cover the expense of Yes. technicians' travel time and mileage to perform warranty repairs? 46 Are there any geographic regions of the United No. States (and Canada, if applicable) for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell Members in these regions be provided service for warranty repair? 47 Will you cover warranty service for items made by Third party manufactured items are subject to the original equipment other manufacturers that are part of your proposal, manufacturer's warranty. or are these warranties issues typically passed on to the original equipment manufacturer? 48 What are your proposed exchange and return Product with current part numbers may be returned for credit if original programs and policies? packaging is unopened and undamaged. Customer is responsible for transportation costs unless the return is the result of an error on Snap-on's part. 49 Describe any service contract options for the items Many out of warranty Snap -on products can be repaired under a flat rate included in your proposal. program. See uploaded file for details. Other out of warranty repairs are quoted on an individual basis. Table 10: Payment Terms and Financing Options Line Item Question Response* 50 What are your payment terms (e.g., net 10, net 30)? Net 30, FOB Origin, Freight Prepaid. 51 Do you provide leasing or financing options, especially Leasing and financing options are available through Snap -on those options that schools and governmental entities may Financial Services and are quoted on a case by case basis. need to use in order to make certain acquisitions? 52 Briefly describe your proposed order process. Include All orders will be processed at Snap-on's National Industrial enough detail to support your ability to report quarterly Customer Service Center (ICSC). Customers can submit orders sales to Sourcewell as described in the Contract template. through their Snap -on Industrial Account Manager or directly to the For example, indicate whether your dealer network is ICSC by phone, mail, fax, email, online through the B2B website, included in your response and whether each dealer (or EDI, Ariba or through various other electronic platforms. Snap -on some other entity) will process the Sourcewell Members' Industrial anticipates no challenges in complying with the quarterly purchase orders. reporting requirements. 53 Do you accept the P-card procurement and payment Snap -on will accept P-cards with no additional charges to Sourcewell process? If so, is there any additional cost to Sourcewell members. Members for using this process? Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 11: Pricing and Delivery 100MI11.311111RA Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Item Question Response* 54 Describe your pricing model (e.g., line -item discounts or Snap -on Product Managers assign each product to a price group product -category discounts). Provide detailed pricing data and each price group has a designated discount percentage. See (including standard or list pricing and the Sourcewell the uploaded Product Price Group (PPG) document for discount discounted price) on all of the items that you want details. The discount percentage will be applied to the IPLHF7 list Sourcewell to consider as part of your RFP response. If price. See the uploaded IPLHF7 price list for part number and applicable, provide a SKU for each item in your proposal. product group specifics. Pricing will be updated annually. From time Upload your pricing materials (if applicable) in the document to time a product's price group may be changed. The designated upload section of your response. price group discounts will remain unchanged throughout the term of the contract. Price group categories may be added or deleted at Product Management's discretion. 55 Quantify the pricing discount represented by the pricing Price Group discounts range from 0% to 68.34%. See uploaded proposal in this response. For example, if the pricing in PPG for details. your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 56 Describe any quantity or volume discounts or rebate No quantity or volume discounts or rebate programs are offered programs that you offer. under this proposal. 57 Propose a method of facilitating "sourced" products or As described in number 54 above, all products are assigned to a related services, which may be referred to as "open market" price group. Any "sourced" product will be discounted according to items or "nonstandard options". For example, you may its assigned price group. supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. 58 Identify any element of the total cost of acquisition that is The only element of total cost of acquisition not submitted is NOT included in the pricing submitted with your response. installation. This applies primarily, but not exclusively, to lifts. This includes all additional charges associated with a Installation charges will be quoted in advance. Any such charges will purchase that are not directly identified as freight or be imposed directly by Snap -on. No third parties will submit any shipping charges. For example, list costs for items like pre- charges under this proposal. delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 59 If freight, delivery, or shipping is an additional cost to the All prices quoted are delivered prices. Sourcewell Member, describe in detail the complete freight, shipping, and delivery program. 60 Specifically describe freight, shipping, and delivery terms or All prices quoted are delivered prices for the 50 US states. No programs available for Alaska, Hawaii, Canada, or any sales will be made under this agreement in Canada or any offshore offshore delivery. location. 61 Describe any unique distribution and/or delivery methods or Snap-on's standard delivery is UPS Ground up to the allowed weight options offered in your proposal. limits and LTL for larger shipments. The customer may request expedited shipping at their expense. Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: * Comments 62 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing See uploaded IPLHF7 price departments. list. Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Table 13: Audit and Administrative Fee 10AIiIN.311110A Line Item Question Response* 63 Specifically describe any self -audit process or program that you Snap -on will employ a specific price matrix (IPLHF7) for this plan to employ to verify compliance with your proposed Contract contract. Sourcewell member accounts will be linked to this with Sourcewell. This process includes ensuring that Sourcewell price matrix. The matrix will not allow price deviation or Members obtain the proper pricing, that the Vendor reports all sales product substitution. Quarterly report information is generated under the Contract each quarter, and that the Vendor remits the by a query of all accounts linked to the matrix. This is the proper administrative fee to Sourcewell. same process Snap -on has used for many years in managing its contracts. 64 Identify a proposed administrative fee that you will pay to 0.5% of net sales excluding taxes. Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14: Industry Specific Questions Line Item Question Response* 65 If you are awarded a contract, provide a Overall sales and new accounts are the primary metrics to measure for contract few examples of internal metrics that will success. be tracked to measure whether you are having success with the contract. 66 Identify any certification(s) that your Snap -on Incorporated is ISO 14001 and ISO 9110 framework certified as well as business or the products included in your conforming to OHSAS 18001 safety standards. Documentation uploaded. proposal have attained or received. 67 Describe the ability to adapt your products Snap -on continually develops updates, upgrades and accessories for its products to through modification or replacement to extend their useful life and address changing technology. One example would be address obsolescence resulting from software upgrades for handheld diagnostic equipment, which when installed extends advances in technology. the equipment's useful life for many years. 68 For installation, repair, maintenance or All service personnel receive training appropriate to their requirements. warranty services included in your proposal, describe the training and/or certifications held or received by your service force. 69 Describe your capabilities as it relates to Parts are stocked in 4 distribution centers across the US. Service work is performed the serviceability of the products included at 3 service centers in the US and onsite by service personnel for certain products. in your proposal (parts availability, response times, technical support, etc.). Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D • Financial Strength and Stability - Question 10 Snap -on Incorporated 2018 Annual Report.pdf - Wednesday JE%h1PbT220 14:57:30 • Marketing Plan/Samples - Snap -on Industrial Marketing Plan Samples.zip - Wednesday January 29, 2020 15:07:15 • WMBE/MBE/SBE or Related Certificates - Question 40 Snap -on Industrial Supplier Diversity Statement.pdf - Wednesday January 29, 2020 15:07:51 • Warranty Information - Question 40 Snap -on Industrial Warranty Policy.pdf - Wednesday January 29, 2020 15:08:02 • Pricing - Snap -on Industrial Pricing Documents.zip - Wednesday January 29, 2020 15:08:22 • Additional Document - Snap -on Industrial Additional Documents.zip - Wednesday January 29, 2020 15:08:38 Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D Proposers Assurance of Comp I0Z/oI1.11WA PROPOSER ASSURANCE OF COMPLIANCE PROPOSER'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals. 4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer's Proposal. 5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer -offered specifications, and with the other documents in this solicitation. 6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 8. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - John Gowey, Vice President - Sales North America Critical Industries, Snap - on Industrial, A Division of IDSC Holdings LLC The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes c No Bid Number: RFP 013020 Vendor Name: Snap -on Industrial, A Division of IDSC Holdings LLC DocuSign Envelope ID: B21FFB24-C917-4FD3-8428-3636D86d31B7 F-_x�-i I ?> t-T -3 region" October 27, 2022 Mr. Lee Osterman lsterman wesco.com VP — Commercial, Institutional & Gov't WESCO Distribution, Inc. 225 W. Station Square Dr. Pittsburgh, PA 15219 Re: Renewal Award of Contract #RI 92008 Dear Mr. Osterman: Per official action taken by the Board of Directors of Region 4 Education Service Center on October 25, 2022, Region 4 ESC is pleased to announce that WESCO Distribution, Inc. has been awarded an annual contract renewal for the following, based on the sealed proposal submitted to Region 4 on December 9, 2019, and subsequent performance thereafter: Contract Maintenance, Repair and Operations (MRO) Supplies & Related Services The contract will expire on March 31, 2024, completing the fourth year of a five-year term contract. The contract its available through OMNIA Partners, Public Sector. Your designated OMNIA Partners, Public Sector contact is Jessica Goforth, at (210) 729-0281 or j es si ca.goforth(d)omniapartners. com. The partnership between WESCO Distribution, Inc., Region 4 and OMNIA Partners, Public Sector can be of great help to participating agencies. Please provide copies of this letter to your sales representative(s) to assist in their daily course of business. Sincerely, IDocuSigned by: bb(,Vf 1lL4fbMAV1Jn, 30EE956FEF1C4C6_. Robert Zingelmann Chief Financial Officer, Finance and Operations Services Re ign } Eduearinn Service Ctnrcr • 7115 WOL I idu-cll Rwd • Housran, ['ex.u--U )?-?U`16 ['hone: ? 13.46 '_-?US • Fat: 71 i.- i k.6i 14 • nnv�v.rs[ k.ni'[ Pam \Welk. Ed. D., Executive Direc[or DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP Sourcewell -PA' Solicitation Number: RFP #091422 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and White Cap, L.P., 6250 Brook Hollow Pkwy., Suite 100, Norcross, GA 30071 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Facility MRO, Industrial, and Building -Related Supplies and Equipment from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires November 8, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to two times, for one additional year per extension, upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference. S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government - owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use, Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. Rev. 3/2022 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: Rev. 3/2022 10 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability -completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit Rev. 3/2022 11 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other Rev. 3/2022 12 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all Rev. 3/2022 13 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis -Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of Rev. 3/2022 14 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any Rev. 3/2022 15 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Rev. 3/2022 16 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § P1811193►0" 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Rev. 3/2022 17 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 EXHIBIT 4 091422-WCP Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell DocuSigned by: y s(6ayf', By; COFD2A139D06489... Jeremy Schwartz Title: Chief Procurement Officer Date: 11/15/2022 1 6:28 PM CST Approved: (p �D�occuSigneedby, 6 By: 7E42BSF817A64CC... Chad Coauette Title: Executive Director/CEO 11/15/2022 1 8:38 PM CST Date: White Cap, L.P. By; 1DocuSigned by: C... Rye Dugosh Title: National Sales Manager -Government Date: 11/15/2022 1 10:22 AM CST Rev. 3/2022 18 DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 10AIiININME"! RFP 091422 - Facility MRO, Industrial, and Building -Related Supplies and Equipment Vendor Details Company Name: White Cap, LP Does your company conduct business under any other name? If White Cap, LP yes, please state: 6250 Brook Hollow Pkwy Address: Norcross, Georgia 30071 Contact: Rye Dugosh Email: rye.dugosh@whitecap.com Phone: 210-322-0525 Fax: 833-857-5759 HST#: 26-0100647 Submission Details Created On: Wednesday August 03, 2022 08:34:29 Submitted On: Friday September 09, 2022 09:06:34 Submitted By: Rye Dugosh Email: rye.dugosh@whitecap.com Transaction #: a27abfcd-4a6a-4c6f-843d-1 d041fb1 afc2 Submitter's IP Address: 208.127.244.25 Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 10AIiINIIIIIIE"! Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/K if the question does not apply to you (preferably with an explanation). Item Question Response* 1 Proposer Legal Name (one legal entity only): White Cap, L.P. (In the event of award, will execute the resulting contract as "Supplier") 2 Identify all subsidiary entities of the Proposer N/A whose equipment, products, or services are included in the Proposal. 3 Identify all applicable assumed names or DBA N/A names of the Proposer or Proposer's subsidiaries in Line 1 or Line 2 above. 4 Provide your CAGE code or Unique Entity UEI: CV3GKH32FM63 Identifier (SAM): 5 Proposer Physical Address: 6250 Brook Hollow Pkwy, Ste 100, Norcross, GA 30071 6 Proposer website address (or addresses): www.whitecap.com www.whitecap.com/government-resources/sourcewell 7 Proposer's Authorized Representative (name, Rye Dugosh title, address, email address & phone) (The National Sales Manager -Government representative must have authority to sign 6250 Brook Hollow Pkwy, Ste 100, Norcross, GA 30071 the "Proposer's Assurance of Compliance" on rye.dugosh@whitecap.com behalf of the Proposer and, in the event of 210-322-0525 award, will be expected to execute the resulting contract): 8 Proposer's primary contact for this proposal Rye Dugosh (name, title, address, email address & phone): National Sales Manager -Government 6250 Brook Hollow Pkwy, Ste 100, Norcross, GA 30071 rye.dugosh@whitecap.com 210-322-0525 9 Proposer's other contacts for this proposal, if White Cap Government Sales Team any (name, title, address, email address & Sourcewell Government Sales phone): 6250 Brook Hollow Pkwy, Ste 100, Norcross, GA 30071 whitecap.gov@whitecap.com 866-216-3050 Table 2: Company Information and Financial Strength Line Item 10 Question Provide a brief history of your company, including your company's core values, business philosophy, and industry longevity related to the requested equipment, products or services. Response* Our company, White Cap, has been in business since 1976 and has grown into the nation's leading distributor of specialty hardware, tools and materials for large and medium-sized contractors and government end users. The White Cap family relies on our values to guide our decisions and behaviors. Service, Performance, Integrity, Respect, Innovation and Teamwork are the foundation of our success as individuals, as a team and as a family. By living our "SPIRIT" values every day, we create exceptional experiences for our customers and our associates, making White Cap a showplace that we want our friends and family to see. You'll find that the cornerstone of our operations is our people. Work with us and get the expertise and hands-on problem -solving of the most knowledgeable pros in facility MRO and construction supplies. We make it easy for Sourcewell members to do business with us while adding value that they can appreciate! hftps://about.whitecap.com/about-us Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 11 What are your company's expectations in the White Cap has devoted numerous resources to help develop the II event of an award? program within our company since our initial award in 2019. We are very proud to partner with Sourcewell especially since they are a true government agency (.gov) and we wish to continue our business relationship for many years to come. Sourcewell is the solution for our field associates looking to increase sales along with local and state government agencies searching for a way to help simplify the overall buying process in this arena. With White Cap having such a program, this adds tremendous value to Sourcewell members while satisfying the bid process allowing these customers to buy more from us while staying in compliance on their end. We wish to continue our great relationship with Sourcewell as the contract has allowed us to create new business and to increase existing business by making it easy for these customers to buy directly from us and satisfy their required bid procedures. Our sales have more than doubled every year since 2019 to the SLED market and we expect even greater growth over the next contract term and beyond. White Cap hopes to one day even be a recipient of the Sourcewell Legacy award and we will strive to be recognized in that category of other Sourcewell world class suppliers. 12 Demonstrate your financial strength and Annual Receipts (in accordance with 13 CFR 121) stability with meaningful data. This could $4,757,100,000.00 include such items as financial statements, Number of Employees (in accordance with 13 CFR 121) SEC filings, credit and bond ratings, letters 9,300 of credit, and detailed reference letters. Upload supporting documents (as applicable) https:Habout.whitecap.com/about-us in the document upload section of your response. 13 What is your US market share for the Our US market share for the solutions that we are proposing is --10%. solutions that you are proposing? 14 What is your Canadian market share for the Our Canadian market share for the solutions that we are proposing is < 5%. solutions that you are proposing? 15 Has your business ever petitioned for NO, N/A bankruptcy protection? If so, explain in detail. 16 How is your organization best described: is White Cap is the nation's leading wholesale distributor of specialty hardware, tools it a manufacturer, a distributor/dealer/reseller, and materials for large and medium-sized contractors and government end users. or a service provider? Answer whichever Our company has no dealer network. We are an authorized distributor for all brands question (either a) or b) just below) best that we stock throughout our branches and distribution centers. applies to your organization. Note: Please see attached line card for our core brands we distribute under a) If your company is best described as marketing resources. a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 17 If applicable, provide a detailed explanation N/A — Our company would service Sourcewell members through our own resources outlining the licenses and certifications that internally and we meet and exceed all requirements. are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 18 Provide all "Suspension or Debarment" N/A — White Cap has no "Suspensions or Disbarments" information that has applied to your organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Line Question Response' Item Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 W Describe any relevant industry awards or recognition that your company has received in the past five years 2016, 2017, 2018 Partner & Support Recognition for Gary F"IIAI,Mbn% Manager and HD Supply Construction & Industrial — White Cap from Tilt -Up Contractor's Association 2018 Partner of the Year for Oscar Guardado, Account Manager and HD Supply from Georgia Hispanic Contractor's Association Tencate Mirafi — Mirasquare Achievement Award — Platinum 2011, 2012, 2013, 2014, 2015, 2016 Husqvarna Moving Forward National Distributor the Year 2012 Husqvarna — National Distributor of the Year 2013 Husqvarna — National Distributor of the Year 2014 Husqvarna — National Distributor of the Year 2015 Husqvarna — National Distributor of the Year 2017 Allen Engineering High Performance Allen Engineering Dealer 2012 Allen Engineering High Performance Allen Engineering Dealer 2016 Allen Engineering High Performance Allen Engineering Dealer 2017 Allen Engineering — Worldwide Number One Dealer 2012 Allen Engineering — Worldwide Number One Dealer 2016 Presco — Thanks For The Outstanding Partnership (no year listed on plaque) Moldex Million Dollar Club 2014 — Outstanding Sales Volume Honda — In Recognition of 21 % Growth over 2014 Honda — In Recognition of 30% Growth over 2013 Dow Top 25 Inner Circle Partner — 2015 and 2017 DeWALT — 2012 Sales Excellence Award DeWALT — 2013 Sales Excellence Award DeWALT — 2015 Sales Excellence Award One Team — National Distributor of the Year 2016 Nomaco — In Grateful Appreciation For Years of Outstanding Market Leadership and Representation — 2014 White Cap is a leading national sponsor and active supporter of Shepherd's Men. Shepherd's Men is an organization comprised of dedicated patriots committed to creating advocacy and opportunity for our nation's veteran heroes who have been affected by the hidden injuries of war. The organization serves our noble warriors by means of outreach, empowerment and funding for treatment. It is Shepherd's Men's belief that victory in combat is achieved on two fronts; on the field and in the mind. Shepard's Men will share the burden and lift up our warfighters in need. Shepherd's Men is proudly dedicated to raising funds and awareness for SHARE Military Initiative at Shepherd Center in Atlanta. This comprehensive rehabilitation program focuses on assessment and treatment for military veterans who have sustained a mild to moderate Traumatic Brain Injury (TBI) and Post -Traumatic Stress Disorder (PTSD) from service in the post-9/11 wars. hftp://www.shepherdsmen.com/partners/ White Cap is a leading national sponsor and active supporter of St. Jude Children's Research Hospital. The mission of St. Jude Children's Research Hospital is to advance cures, and means of prevention, for pediatric catastrophic diseases through research and treatment. Consistent with the vision of founder Danny Thomas, no child is denied treatment based on race, religion or a family's ability to pay. hftps://www.stjude.org/ Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 20 What percentage of your sales are to the 2019 < 1 governmental sector in the past three years 2020 - < 1 % 2021 < 1 % 21 What percentage of your sales are to the 2019 - < 1 % education sector in the past three years 2020 < 1 % 2021 - < 1 % 22 List any state, provincial, or cooperative White Cap only holds our Sourcewell national cooperative contract # 121218-HDS. purchasing contracts that you hold. What is We are not interested in pursuing any other cooperative contracts as long as we the annual sales volume for each of these hold the Sourcewell contract. We strongly believe that Sourcewell is the best contracts over the past three years? contract to have and satisifies all of our customer's requirements. Annual Sales Volume - White Cap Sourcewell Contract # 121218-HDS 2019 - $882,675.41 2020 - $3,957,721.26 2021 - $5,957,836.84 2022 YTD - $6,100,298.12 ----- Projected $15MM 23 List any GSA contracts or Standing Offers White Cap holds a Federal GSA schedule under contract # GS-06F-0001T. and Supply Arrangements (SOSA) that you Our company focus is towards the SLED market though with our Sourcewell hold. What is the annual sales volume for contract. Our Federal GSA sales, primarily from GSA advantage online are listed each of these contracts over the past three below: years? 2021 - $1.5MM 2020 - $1.OMM 2019 - $1.3MM Table 4: References/Testimonials Line Item 24. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name * Contact Name * Phone Number* City of San Diego Thomas Sawade 619.247.0102 Port Authority of NY and NJ Margaret D'Emic 212.435.4609 City of Newport News, VA Shawneequa D. Tyler 757.926.8043 Table 5: Top Five Government or Education Customers Line Item 25. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type * State / * Province Scope of Work * Size of Transactions * Dollar Volume Past Three Years City of San Government California - CA 4 year BPA worth up to $8.5MM Normal order is -$10K 2022 YTD - $1.4MM Diego for safety and construction type 2021 - $ 96K supplies tied to our Sourcewell 2020 - $ 50K contract. 2019 - $ 50K Port Authority Government New York -NY Annual contracts tied to our Normal order is -$2K 2021 - $ 500K of New York Sourcewell contract. 2020 - $ 200K and New 2019 - $50K Jersey. Belmont Education Tennessee - TN Sourcewell member with many Normal order is >$20K 2022 YTD - $1.9MM University projects and MRO needs for the 2021 - $0 university. 2020 $0 2019 - $0 Texas Dept. of Government Texas - TX Annual contracts and emergency Normal order is >$10K 2021 - $350K Transportation spend. 2020 - $200K 2019 - $200K Omaha Public Education Nebraska - NE Regular spend utilizing our Normal order is -$2K 2021 $1.2MM Schools Sourcewell contract. Special 2020 - $10K orders for PPE products during 2019 - $5K the pandemic. Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or eEiNhToAa third party), and any overlap between the sales and service functions. Item Question Response* 26 Sales force. White Cap has a sales force over 2000 outside and inside sales associates with additional associates in Canada (under the Brafasco brand). Our sales force is trained and expected to call on and service any Sourcewell members within their assigned territories across the nation. Robust sales reporting exactly in line with Sourcewell requirements has been and will continue to be submitted before the quarterly deadlines. 27 Dealer network or other distribution White Cap has no dealer network. Our company has more than 450 locations in methods. U.S. and Canada (under the Brafasco brand) along with a vast fleet of delivery trucks to provide next day delivery. We are able to support Sourcewell members with what they need, where they need it and when they need it, utilizing our own company owned resources. This gives us much better control of the overall distribution process from start to finish. 28 Service force. White Cap has a team of more than 9000 direct employees that you can rely on for professional service and solutions. We bring comprehensive knowledge of facility MRO, Federal, State and Local government, concrete, tilt -up, bridge, highway, grading, waterproofing, residential and commercial construction practices to provide the expertise you expect. All associates are trained on sales even though their primary function may be servicing customers in an operational role. 29 Describe the ordering process. If orders From hard -to -find products to technical expertise to jobsite training, White Cap will be handled by distributors, dealers or supports professional government customers and contractors in non-residential, others, explain the respective roles of the residential and infrastructure end markets with everything they need to keep their Proposer and others. projects moving on time, on budget, and as safely as possible. As the leading North American distributor for professional contractors, the White Cap family consists of multiple brands in the U.S. and Canada. White Cap operates more than 450 branches across North America with more than 9,000 employees supporting approximately 200,000 customers across 15 construction trades. Our ordering process is dictated by how the customer prefers to buys from us. We offer counter and will call service through our branches. We offer online ordering through www.whitecap.com. We also offer traditional phone, fax and/or email service for facilitating orders. As a plus, we have a dedicated government sales team for our Sourcewell customers to provide them with extra special service. This team will also handle the orders that come in through the BUY SOURCEWELL ecommerce platform that will soon be launching. White Cap is already set up with Equall-evel with a top tier profile having a Punchout (GO) store. We are ready and eager to support this program. 30 Describe in detail the process and For shipping orders, our delivery commitment for standard stock products shipped to procedure of your customer service our customers is typically next day delivery for customers located within 35 miles of program, if applicable. Include your one of our 271 branches nationwide. In this scenario, we will use our fleet of response -time capabilities and company -owned delivery trucks. Normal, standard transit times will apply should we commitments, as well as any incentives have to send via an alternate carrier (UPS, Fed Ex, etc.) or freight line. We also that help your providers meet your stated have a centralized logistics team that handles any special requests and negotiates service goals or promises. freight rates so we can pass these savings onto our customers and further differentiate White Cap from the competition. For will call orders called into one of our branches, the expectation is that the order will be ready for pick up within 2 hours from the time of placing the order. 31 Describe your ability and willingness to White Cap is in a class of its own as the only national construction supplier on the provide your products and services to market today offering professional type products and services. This is very important Sourcewell participating entities in the as we can attest that many existing Sourcewell members are signing up with our United States. company for our strong product offerings under the program. Our large national footprint, dedicated and owned fleet of trucks, extensive inventory, no charge training and expertise and many other offerings, set us apart from our competition and any others vendors on any of the national cooperative purchasing programs today. We eagerly desire to continue to partner with Sourcewell as our first choice and only contract vehicle into the state and local (SLED) government market. 32 Describe your ability and willingness to White Cap has a separate Canadian entity called Brafasco which proudly operates provide your products and services to across Canada with 42 Branches, over 200 Associates, over 15,000 SKUs, superior Sourcewell participating entities in Canada. delivery and services. Brafaso operates under White Cap Supply Canada Inc. along with National Concrete Accessories and Brock White Canada. We are very willing to provide our products and services to Sourcewell (Canoe) member agencies in Canada utilizing the Canoe program. Brafasco will dictate its own pricing and delivery terms. Following is a link to Brafasco's website: https://brafasco.com/ 33 Identify any geographic areas of the United We have a national presence and all geographic areas of the United States and States or Canada that you will NOT be Canada can be fully serviced. fully serving through the proposed contract. Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 34 Identify any Sourcewell participating entity All Sourcewell Member sectors can be fully serviced as well throuJITMe sectors (i.e., government, education, not -for- contract. profit) that you will NOT be fully serving White Cap does not have any other national coop contracts, and Sourcewell will be through the proposed contract. Explain in the only one we will pursue if successful in a new award. detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 35 Define any specific contract requirements White Cap has 4 branches throughout Hawaii in Honolulu, Kahului, Hilo and Kailua- or restrictions that would apply to our Kona. Hawaii dictates its own pricing due to freight concerns. Our company does not participating entities in Hawaii and Alaska have any physical branches in Alaska but we service the state on a regular basis and in US Territories. from our State of Washington branches. Additional freight charges may apply when shipping to Alaska or other US Territories'. *Other freight charges will be incurred for services such as expedited delivery, air freight, freight collect, sourced orders, export orders, hazardous materials, buyer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 Table 7: Marketing Plan 10AIiININIE"! Line Item Question Response* 36 Describe your marketing strategy for White Cap delivers robust in-house direct marketing capabilities. We reach customers promoting this contract opportunity. through various channels such as print, email, social media, content development, video Upload representative samples of your production, and extensive SEO efforts. In addition, our Events Team brings together marketing materials (if applicable) in suppliers and customers, along with our own product experts to deliver on -site training the document upload section of your customized to our customers' needs. In partnership with Sourcewell, we will execute response. regular omnichannel campaigns segmented to specific customer groups or project phase opportunities such as: municipalities, project start-up/cleanup, storm water solutions, seasonal & adverse conditions periods, large structure/campus resources, road & bridge work, and more. Our objective is to inform customers of our partnership with Sourcewell and provide valuable resources for product assortment, application, regulatory solutions, introductions to The Most Knowledgeable Pros in Construction SuppliesTm and more. We enable our sales team with many forms of collateral resources to engage end users with relevant information about our products and services. White Cap is also in attendance, and always in the Sourcewell section, of major events such as NIGP's annual conference. Note: Please see attached various marketing representative samples in .pdf format included under marketing docs. Many of these documents go out to all Sourcewell members on a monthly basis. Also, please visit our dedicated Sourcewell page on our website at: hftps://www.whitecap.com/government-resources/sourcewell 37 Describe your use of technology and As we alluded to above, White Cap has made extensive investments in marketing digital data (e.g., social media, technology to extend our reach and ensure flawless execution. We are viewed as a metadata usage) to enhance marketing leader in construction supplies. We use extensive customer and product data marketing effectiveness. resources to segment and target marketing messages through various channels. Tools such as Salesforce Marketing Cloud, Episerver, Agility, Brightedge, Workfront, MOZ Local, and others enable our team to deliver relevant content to a targeted audience. Our social media channels focus on Facebook, Linkedln, Instagram, and YouTube and we are everywhere in web search. We deliver curated content across multiple advertising types such as dynamic ads, mobile -friendly canvas ads, personalized email, trigger campaigns, and such. Sourcewell members can expect appropriate messaging that makes sense for their business needs and clear explanation of our capabilities within the Sourcewell program. 38 In your view, what is Sourcewell's role We envision Sourcewell to continue providing training to our sales associates in the art of in promoting contracts arising out of selling to public institutions, utilizing its program managers and other staff. Sourcewell this RFP? How will you integrate a also provides a supplier manager who acts as a liaison between supplier and Sourcewell-awarded contract into your participating public agencies. The supplier manager is available as well for senior sales process? leadership meetings, monthly calls and quarterly reviews. Ad hoc online/webinar training from Sourcewell will always be available as well. Also, White Cap fully takes advantage of the awesome training provided throughout the nation by Sourcewell in the Sourcewell Universities and Sales Accelerators. Last but not least, Sourcewell H2O is another great event that helps me as a leader to promote our Sourcewell contract to our company nationally. I am a regular attendee of this event and plan to be every year going forward. For our part, from the top down, White Cap is committed to the relationship and "leads" with our Sourcewell contract to drive sales business through all eligible agencies. Our entire salesforce is trained on the program and has the proper marketing and sales tools to promote the Sourcewell program in a professional and effective manner. Marketing is most effective when we combine robust customer and product data and the opportunity to align with Sourcewell to reach the targeted audience will streamline efforts and result in a positive response from members. 39 Are your products or services Yes, White Cap (www.whitecap.com) has a very robust online site. Customers can available through an e-procurement leverage a logged -in account experience to order directly off of the website and receive ordering process? If so, describe your their account specific pricing, estimated delivery dates, see their invoices and statements, e-procurement system and how as well as pay on their account online. governmental and educational As a plus, we have a dedicated government sales team for our Sourcewell customers to customers have used it. provide them with extra special service. This team will also handle the orders that come in through the BUY SOURCEWELL ecommerce plafform that will soon be launching. White Cap is already set up with EqualLevel with a top tier profile having a Punchout (GO) store. We are ready and eager to support this program. Table 8: Value -Added Attributes Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 Line Item Question Response* EXHIBIT 4 40 Describe any product, equipment, White Cap offers online and in person training on or off site for the majority of the products maintenance, or operator training that we distribute. We specialize in training for equipment purchased from us and have programs that you offer to several product training specialists throughout the country. We also specialize in safety Sourcewell participating entities. related training with our certified safety specialists in every region. Include details, such as whether All training is performed by White Cap and/or our manufacturer representatives and is training is standard or optional, optional with no cost to our customers. A true value add. who provides training, and any costs that apply. 41 Describe any technological White Cap is usually first to the market with new and innovative technical advances related advances that your proposed to the products that we stock. Our manufacturers typically give us the first opportunity since products or services offer. we are such a large distributor and have the national presence to market their products. In the construction and industrial world, there are always new advances that we introduce to save our customers time and money and overall improve their efficiencies. 42 Describe any "green" initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. White Cap has several "green" initiatives relating to the company and products. We strictly self -certify and/or partner with local certification agencies on the below programs: ideallygreen® Launched in 2007, our ideallygreen® initiative was designed to help customers easily access environmentally preferable product offerings. We offer a wide selection of products in five conservation categories: energy efficiency, water conservation, indoor environmental quality, waste reduction, and hazardous material disposal. LEED Certification White Cap has obtained a LEED (Leadership in Energy and Environmental Design) Silver Certification from the U.S. Green Building Council (USGBC) for our new headquarters office in Georgia. We have pursued the Building Design and Construction: Core and Shell rating, which is designed for projects where the developer controls the site selection as well as design and construction of the entire mechanical, electrical, plumbing and fire protection system —called the core and shell —but not the design and construction of the tenant fit -out. Completed in the spring of 2018, our new headquarters has a building energy management system to monitor and control the building's energy needs, thus increasing efficiency and reducing energy waste. The building finishes such as millwork, carpeting, and paints were sourced from recycled materials that contain low levels of volatile organic compounds. We also installed six electric charging stations in the building's parking deck to encourage associates to use electric cars. Additionally, the new headquarters office is being designed to emphasize employee health and wellness. We are in the process of pursuing Fitwel Certification, which focuses on promoting facility innovations for wellness. For example, the building features a fitness center and a restaurant with healthy meal options. For additional information on protecting the health and safety of our associates, we have developed a Workplace Health and Safety page. Recycling and Waste Management White Cap works to reduce waste by reusing and recycling a variety of materials, including batteries, cardboard, paper, scrap metal, and beverage containers. In addition to recycling programs, we have a comprehensive waste program at our operating facilities to manage both hazardous and non -hazardous chemical waste, which typically stems from damaged containers and expired products. As part of our commitment to being responsible stewards of the environment, we continuously work to improve the waste diversion rate of our distribution centers. We strive toward a zero -waste to landfill policy to manage regulated waste and product -related waste that we dispose of through our hazardous waste program. We take a conservative, risk - based approach to waste disposal through our hazardous waste program and associated vendors, even in situations and jurisdictions where it is not required by regulation. We manage our program through a variety of processes including incineration, fuel blending, energy recovery, recycling, and neutralization. In 2017, we managed under 600,000 pounds of waste. That is an improvement of over 8% from 2015. Water Conservation Since White Cap does not manufacture products, our water consumption is relatively small. However, we do look for opportunities to reduce our water usage where we can. For example, we have installed low -flow fixtures at facilities in California. We are also looking into the possibility of making low -flow water fixtures for sinks and water fountains standard in our facilities. Energy Reduction We are working to effectively manage energy use at several of our locations by retrofitting our distribution centers with more efficient systems. For example, our heating, ventilation, and air conditioning (HVAC) systems are tied into a digitally -controlled building management system to help maximize efficiency through scheduling and optimal temperature sensing via digital thermostats. Additionally, all of our corporate office sites, including call centers, have a mix of fluorescent and light -emitting diode (LED) lighting, as well as programmable Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 43 Identify any third -party issued eco- labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 44 Describe any Women or Minority Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. lighting controls tied into an energy management system. Moving forward, EiXWrBtbTh4ve all lighting projects follow a standard upgrade to LED and photo and motion control technology. In addition to lighting initiatives, many of our distribution centers built within the last decade have white thermoplastic polyolefin roofing, which reduces heat transfer into the building and air conditioning consumption. Transportation Efficiency White Cap manages an internal fleet of motor vehicles to meet most of our transportation needs, including inbound and customer deliveries. To that end, we are making efforts to mitigate the greenhouse gas emissions and reduce energy consumption associated with our transportation activities. For example, White Cap is currently rolling out telematics across its commercial motor vehicle fleet. Over time, these devices will provide valuable insight into truck utilization, which will potentially provide opportunities to increase efficiency and reduce emissions. Within the White Cap business, routing technology lowers the amount of time delivery vehicles are on the road and limits the number of vehicles required to deliver product each day. This, in turn, lowers emissions. That same technology, coupled with continued investment in new vehicles and a robust preventive maintenance plan, assures all vehicles are as fuel efficient as possible. Product Offerings We offer customers cost-effective ways to incorporate environmentally sustainable products into their building plans. Providing customers with environmentally friendly product options helps them decrease environmental impacts, save money, stay compliant with environmental regulations, and attract new business. We offer a handful of resources, including our ideallygreen® initiative and energy savings calculators to help customers be environmentally sustainable. As much as possible, we encourage our contractors and suppliers to incorporate environmental stewardship into their practices. White Cap's ESG (Environmental, Social, and Governance) is used by our company to understand how we are managing risks and opportunities related to environmental, social, and governance standards. ESG measures how sustainable our company's operations are Why ESG is important to White Cap: The White Cap ESG Program is a unified approach to being a good corporate citizen as we reduce environmental risks throughout our entire supply chain by creating a more socially conscious workplace that emphasizes our associates, suppliers, customers and community. As an ESG company, our goal is to operate with integrity, transparency, equality and respect. White Cap's Key Efforts in ESG: Environmental: Climate Resilience Energy Efficiency Waste Management Water Social: Diversity, Equity, and Inclusion Associate Engagement and Development Community Engagement Associate Health and Safety Governance: Anti -Corruption and Business Ethics Data Security and Cybersecurity Board Development and Diversity Enterprise Risk Manaaement Our company is a large business, so we do not have any WMBE, SBE or related certifications. We do have a very strong supplier diversity program though. White Cap understands that teaming with diverse businesses can bring value through quality products, services and innovation. Our Supplier Diversity Program is designed to build strong relationships with certified minority -owned, women -owned, and other historically disadvantaged and small businesses. As part of the program, we work to identify and classify existing suppliers with a diverse business certification or small business classification from a recognized certifying agency. For suppliers working to develop a relationship with White Cap, we offer an online Supplier Center that enables diverse suppliers to enter relevant business, contact, and diversity information. Note: Please see attached Supplier Diversity flyer Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 45 What unique attributes does your White Cap is in a class of its own as the only national construction suppPrNP 19d hittket company, your products, or your today offering professional type products and services. This is very important as we can services offer to Sourcewell attest that numerous existing Sourcewell members are using our company due to our unique participating entities? What makes products and offerings under the Sourcewell contract program. your proposed solutions unique in Our large national footprint, dedicated and owned fleet of trucks, extensive inventory, no your industry as it applies to charge training and expertise and many other offerings, set us apart from our competition Sourcewell participating entities? and any others vendors on any of the national cooperative purchasing programs today. We eagerly desire to continue to partner with Sourcewell as our first choice and only contract vehicle into the state and local government market. Since our initial Sourcewell award 4 years ago, White Cap has become it's own stand- alone company and has doubled in size through acquisitions of other world class companies of CSG and Ram Tool. We were always one of a kind before but now even Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 Table 9: Warranty 10AIiININIE"! Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response* 46 Do your warranties cover all products, parts, and The manufacturer's warranty typically covers products and parts sold by labor? White Cap. For any services we provide, which would be on a rare occasion only, we typically attempt to have the service provider provide an industry standard warranty, and we will assist the Sourcewell Member in enforcing such warranty. 47 Do your warranties impose usage restrictions or Our restrictions or limitations that adversely affect coverage would be other limitations that adversely affect coverage? imposed by our manufacturers. 48 Do your warranties cover the expense of Any expenses covered by a warranty would be dictated by our manufacturer. technicians' travel time and mileage to perform warranty repairs? 49 Are there any geographic regions of the United To the extent our manufacturers provide a certified technician to perform States or Canada (as applicable) for which you warranty repairs, any limitations on geographic coverage would be dictated cannot provide a certified technician to perform by our manufacturer. warranty repairs? How will Sourcewell participating entities in these regions be provided Service would be dictated by our manufacturer. service for warranty repair? 50 Will you cover warranty service for items made by For items made by other manufacturers, which are the bulk of the items other manufacturers that are part of your proposal, White Cap offers, warranty issues are typically passed on to the original or are these warranties issues typically passed on equipment manufacturer. to the original equipment manufacturer? 51 What are your proposed exchange and return We will make every attempt to be flexible and accommodate the Sourcewell programs and policies? Member while following our general returns guidelines below: STANDARD RETURN POLICY Open Net 30 No restock fees will be applied to any standard product that is in good resell condition. Special orders are normally not returnable, unless the product is incorrect due to a mistake made by an employee of HD Supply White Cap. If an exception is made, a restock fee may apply. Cash Sales All cash sales require a receipt to receive a refund for product returned to the store and the following guidelines must be followed. Power tools bought within the 30 day period prior to the return can be returned for any reason, used or not, except gas and pneumatic tools, which require a vendor inspection to ensure user error was not an issue. Other items must have the appearance and ability to be sold as new. There are no refunds on specials, unless the product is incorrect due to a mistake made by an employee of White Cap. A restocking fee may apply. For refunds over $250.00, a check from HD Supply Holding's corporate office will be issued to the Sourcewell Member. CASH REFUNDS WITHOUT A RECEIPT All refunds without a receipt must be approved by a Branch Manager of HD Supply White Cap. With the manager's approval, all items on a cash refund without a receipt will be refunded at the same amount as White Cap's cost and subject to a 20% restock charge. 52 Describe any service contract options for the N/A — There are no service contract options for the items included in our items included in your proposal. proposal ("on call", retainer, etc.). Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 Table 10: Payment Terms and Financing Options 10AIiININIE"! Item ine Question Response* 53 Describe your payment terms and accepted payment Net 30 Credit Terms or Cash Payments (Cash, Check. Credit card). methods. We make it extremely easy for our Sourcewell members to set up new accounts whether they prefer credit or cash options. Many Sourcewell members are now also issuing White Cap BPAs (Blanket Purchase Agreements) for day-to-day business tied to our Sourcewell contract. 54 Describe any leasing or financing options available for use White Cap does not normally provide any financing or leasing by educational or governmental entities. options with exception of a few manufacturer programs. We actively promote our Sourcewell partner NCL Government Capital for this requirement. 55 Describe any standard transaction documents that you White Cap is attaching a standard quote form, a standard order propose to use in connection with an awarded contract form, and a standard proof of delivery form that we are currently (order forms, terms and conditions, service level using with our Sourcewell customers. Please note that the agreements, etc.). Upload a sample of each (as Sourcewell member name and number along with our contract applicable) in the document upload section of your number is clearly listed for any audit purposes. response. 56 Do you accept the P-card procurement and payment Yes. No additional cost to our valued Sourcewell members. process? If so, is there any additional cost to Sourcewell participating entities for using this process? Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Item Question Response* 57 Describe your pricing model (e.g., line -item discounts or We are offering Sourcewell members a White Cap list less discount product -category discounts). Provide detailed pricing data price offering for our entire catalog. (including standard or list pricing and the Sourcewell We feel that this pricing model is the most clear, easiest to use discounted price) on all of the items that you want and certainly the best value for our Sourcewell members. This Sourcewell to consider as part of your RFP response. If model also allows White Cap to be able to better manage our applicable, provide a SKU for each item in your proposal. contract pricing through high inflationary periods like we are Upload your pricing materials (if applicable) in the experiencing today. document upload section of your response. 58 Quantify the pricing discount represented by the pricing Discounts range from 0% up to 45% off of White Cap's list price proposal in this response. For example, if the pricing in for our Sourcewell members. your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 59 Describe any quantity or volume discounts or rebate Any quantity or volume discounts would be reviewed on a case by programs that you offer. case basis since we are offering deeply discounted pricing already to Sourcewell members. We are not offering a rebate program to Sourcewell members since we are incurring the administrative fee. 60 Propose a method of facilitating "sourced" products or At White Cap, we pride ourselves on being able to "go the extra related services, which may be referred to as "open mile" for our customers and find them what they need to get the market" items or "nonstandard options". For example, you job done even if it means sourcing beyond our large selection of may supply such items "at cost" or "at cost plus a stocked product. Due to our buying power and relations with our percentage," or you may supply a quote for each such primary manufacturers, we are able to do this as another value add request. for the customer and make our company a one stop shop. For "sourced" products, we would supply a quote for each such individual request. 61 Identify any element of the total cost of acquisition that is There are no additional costs associated with our response. NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 62 If freight, delivery, or shipping is an additional cost to the NA —There are no travel expense, delivery or shi n Sourcewell participating entity, describe in detail the additional cost to the Sourcewell members. complete freight, shipping, and delivery program. Prepaid freight will be offered on all standard stocked items shipped via ground transportation. For standard stock product, our delivery commitment within a 35 mile range from a stocking location to our customers is typically next day delivery. 'Other freight charges will be incurred for services such as expedited delivery, air freight, freight collect, sourced or special orders, export orders, hazardous materials, buyer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. 63 Specifically describe freight, shipping, and delivery terms or White Cap has 4 branches throughout Hawaii in Honolulu, Kahului, programs available for Alaska, Hawaii, Canada, or any Hilo and Kailua-Kona. We have 40+ branches in Canada under the offshore delivery. Brafasco trade name. Hawaii and Canada dictate their own pricing and freight terms. Our company does not have any physical branches in Alaska, but we service the area on a regular basis from our State of Washington branches. Some additional freight charges may apply when shipping to Alaska or other US Territories". *Other freight charges will be incurred for services such as expedited delivery, air freight, freight collect, sourced orders, export orders, hazardous materials, buyer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. 64 Describe any unique distribution and/or delivery methods or For standard, stock product our delivery commitment within a 35 options offered in your proposal. mile range from a stocking location to our customers is typically next day delivery. In this scenario, we will be using our own fleet of delivery trucks owned by our company which we feel is somewhat unique and sets us apart from our competition. Normal, standard transit times apply should we have to send via an alternate carrier method (UPS, FedEx, etc.) or freight line. We also have a centralized logistics team that handles any special requests and negotiates freight rates so we can pass these savings onto our customers. Table 12: Pricing Offered Ltem The Pricing Offered in this Proposal is: Comments 65 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing White Cap has special departments. pricing heavily discounted up to 45% off of what we normally offer as our market price on all our stocked product categories. This pricing has been very popular with our Sourcewell customers. Also, we are able to go lower if need for large buys but of course never higher than our contract pricing. Our existing Sourcewell pricing file is attached. Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 Table 13: Audit and Administrative Fee 10AIiININIE"! Item Question Response 66 Specifically describe any self -audit process or program that you Our internal compliance team will perform audits within our plan to employ to verify compliance with your proposed Contract company -wide Oracle operating system on a regular basis to with Sourcewell. This process includes ensuring that Sourcewell verify contract compliance with Sourcewell. We will achieve participating entities obtain the proper pricing, that the Vendor this in an efficient manner by ensuring the accounts are reports all sales under the Contract each quarter, and that the coded properly as soon as a Sourcewell member signs up Vendor remits the proper administrative fee to Sourcewell. Provide and wishes to do business with White Cap under the sufficient detail to support your ability to report quarterly sales to program. This process will include ensuring that Sourcewell Sourcewell as described in the Contract template. Members obtain proper pricing, that White Cap reports all sales under the program each quarter, and that White Cap remits the proper administrative fee to Sourcewell. Our company is already doing this on a regular basis with our Federal government business, being that we have a Federal GSA Schedule. We also do this with certain large National Accounts in which we have specific contracts that require nationwide consistent pricing and detailed reporting within specific time frames. 67 If you are awarded a contract, provide a few examples of internal Our company has invested numerous resources into the metrics that will be tracked to measure whether you are having Sourcewell program since we were awarded the contract success with the contract. nearly 4 years ago. We updated our ERP system Oracle with the functionality to very accurately track all sales once we set up a customer as Sourcewell. 68 Identify a proposed administrative fee that you will pay to White Cap proposes an administrative fee of 1%, which we Sourcewell for facilitating, managing, and promoting the Sourcewell will pay to Sourcewell for facilitating, managing, and Contract in the event that you are awarded a Contract. This fee promoting the Sourcewell contract in the event that we are is typically calculated as a percentage of Vendor's sales under the awarded a new contract. This is the same amount that we Contract or as a per -unit fee; it is not a line -item addition to the have been paying under our existing contract #121218-HDS. Member's cost of goods. (See the RFP and template Contract for additional details.) Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 Table 14A: Depth and Breadth of Offered Equipment Products and Services EXHIBIT 4 Line Item Question Response* 69 Provide a detailed description of the We are in a class of our own as the only national construction supplier on the equipment, products, and services that you market today offering professional type products and services. Our extensive are offering in your proposal. inventory, combined with will call, site delivery and direct ship options, enable us to perform to the highest customer service expectations. White Cap has an expansive product offering of approximately 150,000 SKUs of quality, name -brand and proprietary products at competitive prices. With millions of dollars worth of inventory in 400+ locations, and growing in U.S. and Canada, along with a vast fleet of delivery trucks, we have what you need, where you need it, when you need it. Additionally, our team of more than 3,000 customer -facing associates are experts in their fields, so you can rely on us for professional service and solutions. We bring comprehensive knowledge of facility MRO, Federal, State and Local government, concrete, tilt -up, bridge, highway, grading, waterproofing, residential and commercial construction practices to provide the expertise you expect. We offer an extensive line of facility MRO, industrial & building supplies with related equipment, safety supplies, tools and many more of the products Sourcewell members have to have to get the job done. 70 Within this RFP category there may be PRIMARY PRODUCTS: subcategories of solutions. List subcategory MRO products titles that best describe your products and Facilities Maintenance products services. Construction products Concrete and masonry hand tools and accessories All trade hand tools and layout tools Job site and personal safety equipment Above and below grade waterproofing Plumbing Anchoring systems and connectors Connectors Tilt -up hardware and brace rentals Erosion control Soil stabilization Brand name power tools Pipes and fittings Drainage supplies Storm water pollution prevention products Drywall accessories Welding supplies Lightweight construction equipment and accessories Concrete additives and cementitious products Decorative and stamped concrete accessories Lumber Rebar and wire mesh Fire protection products Division 10 specialties VALUE-ADDED SERVICES Fleet of safety awareness trailers On -site safety training and demonstrations Rebar shop drawings Tilt -up equipment rental Rebar fabrication Power tool repair facilities Pre -bid and submittal packages for estimating Change order support Contractor education seminars Online ordering and back office services 24/7 ordering through the White Cap Mobile App Rentals (in select markets) Guardrail systems Traffic control products Gas -detection systems Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 Table 14113: Depth and Breadth of Offered Equipment Products and Services 10AIiINIlflIIE"! Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Item Category or Type Offered * Comments 71 Facility MRO r' Yes Core, stocked product offerings from White Cap. r No 72 Industrial supplies or building materials f: Yes Core, stocked product offerings from White Cap. r No 73 Electric, mechanical, fluid, or pneumatic power a Yes Special order as needed to support our Sourcewell transmission r No customers through our vast supplier/mfg. relationships with White Cap. 74 Electrical service or lighting r Yes Special order as needed to support our Sourcewell r No customers through our vast supplier/mfg. relationships with White Cap. 75 Plumbing or waterworks r' Yes Some core, stocked product offerings from White Cap. r No Special order as needed to support our Sourcewell customers through our vast supplier/mfg. relationships with White Cap. 76 Services related to the offering of the solutions r' Yes White Cap offers services for many of the core product in Lines 71-75 above r No lines we carry. For example, we offer no charge safety/PPE training. Construction is one of the most dangerous occupations around; White Cap can help entities and their crew stay safe. Our professional safety specialists host safety awareness trainings across the country on fall protection, heat stress, proper PPE use and more. Another example would be in White Cap having custom rebar fabrication facilities across the country, so we can knock out large rebar orders fast, minimizing waste and saving entities time and money. Straight, bent, cut or customized, we make it to whatever spec you need. Table 15: Exceptions to Terms, Conditions, or Specifications Form Line Item 77. NOTICE: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions, or specifications, a Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or Specifications Form immediately below. The contract section, the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract. Contract Section I Term, Condition, or Specification I Exception or Proposed Modification NA I No Exceptions Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. EXHIBIT 4 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Pricina - Sourcewell - Pricing White Cap, L.P..xlsx - Wednesday August 31, 2022 10:02:37 • Financial Strength and Stability - White Cap Enterprise Gov.pdf - Wednesday August 31, 2022 10:11:11 • Marketing Plan/Samples - White Cap Marketing Docs.zip - Friday September 09, 2022 08:44:40 • WMBE/MBE/SBE or Related Certificates - Supplier_ Diversity_Handout WC.pdf - Friday September 09, 2022 08:04:34 • Warranty Information - Terms & Conditions of Sale & Warranty- White Cap.pdf - Wednesday August 31, 2022 10:52:21 • Standard Transaction Document Samples - Standard Transaction Docs.zip - Wednesday August 31, 2022 15:05:07 • Upload Additional Document - White Cap additional docs.zip - Wednesday August 31, 2022 13:29:17 Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 10AIiININIE"! Addenda, Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pd ; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https:Hsam.gov/SAM/; or 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 091422 Vendor Name: White Cap, LP DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 by the State of Minnesota; the United States federal government or the Canadian government, as appE%Ta4 Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Rye Dugosh, National Sales Manager - Government, White Cap, L.P. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r. No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and Pages attachments (if applicable) Addend um_5_Facility_MRO_Supplies_RFP_091422 P 1 Wed August 24 2022 02:50 PM Addend um_4_Facility_MRO_Supplies_RFP_091422 P 2 Wed August 17 2022 02:11 PM Addend um_3_Facility_MRO_Supplies_RFP_091422 rV 1 Mon August 1 2022 09:35 AM Addend um_2_Facility_MRO_Supplies_RFP_091422 2 Fri July 29 2022 03:22 PM Addend um_1_Facility_MRO_Supplies_RFP_091422 P 1 Thu July 28 2022 04:35 PM Bid Number: RFP 091422 Vendor Name: White Cap, LP