11-Attachment 3 Equalis Group Procurement.pdf

ATTACHMENT 3:

REQUIRED DOCUMENTATION FOR NATIONAL COOPERATIVE

CONTRACT PROCUREMENT

TABLE OF CONTENTS

ATTACHMENT 3

RESPONSE TO EQUALIS GROUP NATIONAL COOPERATIVE CONTRACT

PROPOSAL FORM 1: DIVERSITY VENDOR CERTIFICATION PARTICIPATION

PROPOSAL FORM 2: CERTIFICATIONS AND LICENSES

PROPOSAL FORM 3: MANDATORY DISCLOSURES

PROPOSAL FORM 4: DEALER, RESELLER, AND DISTRIBUTOR AUTHORIZATION

PROPOSAL FORM 5: MANDATORY SUPPLIER & PROPOSAL CERTIFICATIONS

PROPOSAL FORM 6: CONTRACTOR CERTIFICATION REQUIREMENTS

PROPOSAL FORM 7: BOYCOTT CERTIFICATION

PROPOSAL FORM 8: FEMA FUNDING REQUIREMENTS CERTIFICATION FORMS

PROPOSAL FORM 9: ARIZONA CONTRACTOR REQUIREMENTS

PROPOSAL FORM 10: GENERAL TERMS AND CONDITIONS ACCEPTANCE FORM

PROPOSAL FORM 11: EQUALIS GROUP ADMINISTRATION AGREEMENT DECLARATION

SAMPLE EQUALIS GROUP ADMINISTRATION AGREEMENT

PROPOSAL FORM 12: STATE NOTICE

ATTACHMENT 3

The following documents must be submitted with the Proposal

REQUIRED PROPOSAL FORMS:

☐ Proposal Form 1: Diversity Vendor Certification Participation

☐ Proposal Form 2: Certification and Licenses

☐ Proposal Form 3: Mandatory Disclosures

☐ Proposal Form 4: Dealer, Reseller, and Distributor Authorization

☐ Proposal Form 5: Mandatory Supplier & Proposal Certification

☐ Proposal Form 6: Contractor Certification Requirements

☐ Proposal Form 7: Boycott Certification

☐ Proposal Form 8: FEMA Funding Requirements Certification Forms

☐ Proposal Form 9: Arizona Contractor Requirements ☐ Proposal Form 10: General Terms and Conditions Acceptance Form ☐ Proposal Form 11: Equalis Group Administration Agreement Declaration

☐ Proposal Form 12: State Notice

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RESPONSE TO EQUALIS GROUP NATIONAL COOPERATIVE CONTRACT

1. Estimated Quantities & Available Funds Equalis Group anticipates a substantial number of current and future Members will enter into contracts resulting from this solicitation; however, Equalis Group makes no guarantee or commitment of any kind concerning quantities or usage of contracts resulting from this solicitation. The total annual volume for this contract category is estimated to be over $16,000,000 annually by year three (3) of the contract. This information is provided solely as an aid to Bidders preparing proposals only and performance will be determined by other factors such as awarded supplier’s competitiveness, and overall performance and support of the contract. The Awarded Supplier(s) discount and pricing schedule shall apply regardless of the volume of business under the contract.

The Lead Public Agency is not asserting any public funds have been allocated to purchase the products and services that will be available through this Program.

2. Voluntary Use of Master Agreement Utilization of the Master Agreement by a Member will be at the discretion of the individual member.

3. Supplemental or Customer Agreements Certain terms of the Master Agreement specifically applicable to the Lead Public Agency (e.g., governing law) are subject to modification for each Program Participant as the Winning Supplier and the Program Participant agree without being in conflict with the Master Agreement. Program Participants may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e., invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.).

4. Term & Survivability of Customer Agreements Upon mutual agreement by the Winning Supplier and Program Participant any supplemental agreement agreed to between the Program Participant and the Winning Supplier through this Master Agreement may have its contract term extend past the then current expiration date of the Master Agreement.

Upon termination of the Master Agreement by mutual consent or for a material uncured breach by a Lead Public Agency or Equalis Group, all Customer Agreements entered into with Program Participant shall remain in effect until their completion, natural expiration, or termination thereof, and Winning Supplier shall immediately cease all marketing and sales of Products & Services to any Program Participant under and through the terms of this Master Agreement.

Upon termination of this Agreement for Winning Supplier’s uncured material breach, all Customer Agreements entered into with Program Participant shall immediately terminate, and Winning Supplier shall immediately cease all marketing and sales of Products & Services to any Program Participant under and through the terms of the Master Agreement. Following the date of termination, the Lead Public Agency, Equalis, and Winning Supplier shall not be precluded from transitioning individuals, businesses, and entities that were Program Participants when this Master Agreement was in effect to another agreement or other Equalis Group supplier partner.

5. Award Basis The basis of any contract award resulting from this RFP made by Lead Public Agency will, at Equalis Group’s option, be the basis of award on a national level through Equalis Group. If multiple Suppliers are awarded by Lead Public Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through Equalis Group.

PROPOSAL FORM 1: DIVERSITY VENDOR CERTIFICATION PARTICIPATION

Diversity Vendor Certification Participation - It is the policy of some Members participating in Equalis Group to involve minority and women business enterprises (M/WBE), small and/or disadvantaged business enterprises, disable veterans business enterprises, historically utilized businesses (HUB) and other diversity recognized businesses in the purchase of goods and services. Respondents shall indicate below whether or not they hold certification in any of the classified areas and include proof of such certification with their response.

a. Minority Women Business Enterprise Respondent certifies that this firm is an MWBE: Yes No List certifying agency: Click or tap here to enter text.

b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (“DBE”)

Respondent certifies that this firm is a SBE or DBE: Yes No

c. Disabled Veterans Business Enterprise (DVBE)

Respondent certifies that this firm is an DVBE: Yes No

d. Historically Underutilized Businesses (HUB)

Respondent certifies that this firm is an HUB: Yes No

e. Historically Underutilized Business Zone Enterprise (HUBZone)

Respondent certifies that this firm is an HUBZone: Yes No

f. Other

Respondent certifies that this firm is a recognized diversity certificate holder: Yes No

PROPOSAL FORM 2: CERTIFICATIONS AND LICENSES

Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing Respondent to provide the products and services included in their proposal which can include, but not limited to licenses, registrations or certifications. M/WBE, HUB, DVBE, small and disadvantaged business certifications and other diverse business certifications, as well as manufacturer certifications for sales and service must be included if applicable

Please also list and include copies of any certificates you hold that would show value for your response not already included above.

Click or tap here to enter text.

PROPOSAL FORM 3: MANDATORY DISCLOSURES

1. Mandatory Contract Performance Disclosure.

Disclose whether your company’s performance and/or the performance of any of the proposed subcontractor(s) under contracts for the provision of products and services that are the same or similar to those to be provided for the Program which is the subject of this RFP has resulted in any formal claims for breach of those contracts. For purposes of this disclosure, “formal claims” means any claims for breach that have been filed as a lawsuit in any court, submitted for arbitration (whether voluntary or involuntary, binding or not), or assigned to mediation. For any such claims disclosed, fully explain the details of those claims, including the allegations regarding all alleged breaches, any written or legal action resulting from those allegations, and the results of any litigation, arbitration, or mediation regarding those claims, including terms of any settlement. While disclosure of any formal claims will not automatically disqualify a Respondent from consideration, at the sole discretion of Equalis Group, such claims and a review of the background details may result in a rejection of a Respondent’s proposal. Equalis Group will make this decision based on the Proposal Review Team’s determination of the seriousness of the claims, the potential impact that the behavior that led to the claims could have on the Respondent’s performance of the work, and the best interests of Members.

Provide statement here. Insert statement here.

2. Mandatory Disclosure of Governmental Investigations.

Indicate whether your company and/or any of the proposed subcontractor(s) has been the subject of any adverse regulatory or adverse administrative governmental action (federal, state, or local) with respect to your company’s performance of services similar to those described in this RFP. If any such instances are disclosed, Respondents must fully explain, in detail, the nature of the governmental action, the allegations that led to the governmental action, and the results of the governmental action including any legal action that was taken against the Respondent by the governmental agency. While disclosure of any governmental action will not automatically disqualify a Respondent from consideration, such governmental action and a review of the background details may result in a rejection of the Respondent’s proposal at Group’s sole discretion. Equalis Group will make this decision based on the Proposal Review Team’s determination of the seriousness of the claims, the potential impact that the behavior that led to the claims could have on the Respondent’s performance of the work, and the best interests of Members.

Provide statement here. Insert statement here.

PROPOSAL FORM 4: DEALER, RESELLER, AND DISTRIBUTOR AUTHORIZATION

West Ada allows Suppliers to authorize dealers, distributors, and resellers to sell the products and services made available through, and consistent with the Terms and Conditions set forth in, the Master Agreement. If Supplier intends to authorize their dealers, distributors, or resellers access to the Master Agreement in the event of a contract award Supplier must provide a list, either in the form of a document or a weblink, to identify those organizations who are being authorized access to the Master Agreement.

Will the Supplier authorize dealers, distributors, resellers access to Master Agreement?

☐ Yes

☐ No

If yes, how will Supplier disclose which organization(s) will have access to the Master Agreement? This list can be updated from time to time upon West Ada’s approval.

Respondent Response: Click or tap here to enter text.

PROPOSAL FORM 5: MANDATORY SUPPLIER & PROPOSAL CERTIFICATIONS

West Ada may not enter into contracts with any suppliers who have been found to be ineligible for state contracts under specific federal or state statutes or regulations. Companies responding to any West Ada RFP MUST certify that they are NOT ineligible by signing each of the statements below. Failure to provide proper affirming signature on any of these statements will result in a Respondent’s proposal being deemed nonresponsive to this RFP.

I, Insert name here., hereby certify and affirm that Respondent Name, has not been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in transactions by the Unites States Department of Labor, the United States Department of Health and Human Services, or any other federal department or agency as set forth in 29 CFR Part 98, or 45 CFR Part 76, or other applicable statutes.

AND

I, Insert name here., hereby certify and affirm that Respondent Name, is in compliance with all federal, state, and local laws, rules, and regulations, including but not limited to the Occupational Safety and Health and the following:

• Not penalized or debarred from any public contracts or falsified certified payroll records or any other violation of the

Fair Labor Standards Act in the last three (3) years;

• Not found to have violated any worker’s compensation law within the last three (3) years;

• Not violated any employee discrimination law within the last three (3) years;

• Not have been found to have committed more than one (1) willful or repeated OSHA violation of a safety standard

(as opposed to a record keeping or administrative standard) in the last three (3) years;

• Not have an Experience Modification Rating of greater than 1.5 (a penalty-rated employer) with respect to the Bureau of Workers’ Compensation risk assessment rating; and

• Not have failed to file any required tax returns or failed to pay any required taxes to any governmental entity within the past three (3) years.

AND

I, Insert name here., hereby affirm that this proposal accurately represents the capabilities and qualifications of Respondent Name, and I hereby affirm that the cost(s) proposed to West Ada for the performance of services and/or provision of goods covered in this proposal in response to this West Ada RFP is a firm fixed price structure as described in the Cost Proposal, inclusive of all incidental as well as primary costs. (Failure to provide the proper affirming signature on this item may result in the disqualification of your proposal.)

PROPOSAL FORM 6: CONTRACTOR CERTIFICATION REQUIREMENTS

1. Contractor’s Employment Eligibility

By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statutes of the states it will operate this contract in.

Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws.

Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they 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 of the Contractor.

The Respondent complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program.

Contractor shall comply with governing board policy of the West AdaParticipating entities in which work is being performed.

2. Criminal Background Checks

If required to provide services on school district property, contractor shall submit a list to the school district if requested of each person or employee who may provide such service. The district shall conduct a background check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for those individuals whose information is submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District.

The Respondent shall comply with background requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted.

Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed.

Signature:

Date: Click or tap here to enter text.

PROPOSAL FORM 7: BOYCOTT CERTIFICATION

Respondent must certify that during the term of any Agreement, it does not boycott Israel and will not boycott Israel.

“Boycott” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

Does Respondent agree? Click or tap here to enter text.

(Initials of Authorized Representative)

PROPOSAL FORM 8: FEMA FUNDING REQUIREMENTS CERTIFICATION FORMS

Please answer the following question. If yes, complete this Proposal Form.

In the event of a contract award, does the Respondent intend to make their products and services available to public agencies utilizing FEMA funds or seeking reimbursement from FEMA?

☐ Yes ☐ No

When a participating agency seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the “Uniform Guidance” or “EDGAR” requirements). Additionally, Appendix II to Part 200 authorizes FEMA to require or recommend additional provisions for contracts.

All Respondents submitting proposals who desire to work with Members utilizing FEMA funds must complete this FEMA Recommended Contract Provisions Form regarding Respondent’s willingness and ability to comply with certain requirements which may be applicable to specific participating agency purchases using FEMA funds. This completed form will be made available to Members for their use while considering their purchasing options when using FEMA grant funds.

Members may also require Supplier Partners to enter into ancillary agreements, in addition to the contract’s general terms and conditions, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

For each of the items below, Respondent should certify Respondent’s agreement and ability to comply, where applicable, by having respondents authorized representative complete and initial the applicable lines after each section and sign the acknowledgment at the end of this form. If a Respondent fails to complete any item in this form, West Ada will consider the respondent’s response to be that they are unable or unwilling to comply. A negative response to any of the items may, if applicable, impact the ability of a participating agency to purchase from the Supplier Partner using federal funds.

1. Access to Records

For All Procurements The Winning Supplier agrees to provide the participating agency, the pass-through entity (if applicable), the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.

The Winning Supplier agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

The Winning Supplier agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

For Contracts Entered into After August 1, 2017, Under a Major Disaster or Emergency Declaration In compliance with section 1225 of the Disaster Recovery Reform Act of 2018, the participating agency, and the Winning Supplier acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.”

2. Changes

FEMA recommends that all contracts include a changes clause that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may depend on the nature of the contract and the procured item(s) or service(s). The participating agency should also consult their servicing legal counsel to determine whether and how contract changes are permissible under applicable state, local, or tribal laws or regulations.

3. Use of DHS Seal, Logo, and Flags

The Winning Supplier shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. The contractor shall include this provision in any subcontracts.

4. Compliance with Federal Law, Regulations, And Executive Orders and Acknowledgement of Federal Funding

This is an acknowledgement that when FEMA financial assistance is used to fund all or a portion of the participating agency’s contract with the Winning Supplier, the Winning Supplier will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

5. No Obligation by Federal Government

The federal government is not a party to this or any contract resulting from this or future procurements with the participating agencies and is not subject to any obligations or liabilities to the non-federal entity, contractor, or any other party pertaining to any matter resulting from the contract.

6. Program Fraud and False or Fraudulent Statements or Related Acts

The Winning Supplier acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract.

7. Affirmative Socioeconomic Steps

If subcontracts are to be let, the Winning Supplier is required to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women’s business enterprises, and labor surplus area firms are used when possible.

Does Respondent agree? Click or tap here to enter text.

(Initials of Authorized Representative)

8. License and Delivery of Works Subject to Copyright and Data Rights

The Winning Supplier grants to the participating agency, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract, the Winning Supplier will identify such data and grant to the participating agency or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the Winning Supplier will deliver to the participating agency data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the (insert name of the non-federal entity).

By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein.

Authorized signature:

Printed Name: Click or tap here to enter text.

Company Name: Click or tap here to enter text.

Mailing Address: Click or tap here to enter text.

Job Title: Click or tap here to enter text.

PROPOSAL FORM 9: ARIZONA CONTRACTOR REQUIREMENTS

Please answer the following question. If yes, please complete this Proposal Form.

In the event of a contract award, does the Respondent intend to make their products and services available to public agencies in the State of Arizona?

☐ Yes ☐ No

In the event the Awarded Supplier desires to pursue public sector opportunities in the State of Arizona, it is important to understand the requirements for working with those public agencies. The documentation and information contained in this proposal form are intended to provide the Respondent with documentation that could be relevant to the providing products & services to public agencies in the State of Arizona. It is the responsibility of the public agency to ensure they are in compliance with local requirements.

AZ Compliance with Federal and State Requirements Contractor agrees when working on any federally assisted projects with more than $2,000.00 in labor costs, to comply with all federal and state requirements, as well as Equal Opportunity Employment requirements and all other federal and state laws, statutes, etc. Contractor agrees to post wage rates at the work site and submit a copy of their payroll to the member for their files. Contractor must retain records for three years to allow the federal grantor agency access to these records, upon demand. Contractor also agrees to comply with the Arizona Executive Order 75-5, as amended by Executive Order 99-4.

When working on contracts funded with Federal Grant monies, contractor additionally agrees to comply with the administrative requirements for grants, and cooperative agreements to state, local and federally recognized Indian Tribal Governments.

AZ compliance with workforce requirements Pursuant to ARS 41-4401, Contractor and subcontractor(s) warrant their compliance with all federal and state immigration laws and regulations that relate to their employees, and compliance with ARS 23-214 subsection A, which states, …” every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program”

West Ada reserves the right to cancel or suspend the use of any contract for violations of immigration laws and regulations.

West Ada and its members reserve the right to inspect the papers of any contractor or subcontract employee who works under this contract to ensure compliance with the warranty above.

AZ Contractor Employee Work Eligibility By entering into this contract, contractor agrees and warrants compliance with A.R.S. 41-4401, A.R.S. 23-214, the Federal Immigration and Nationality Act (FINA), and all other Federal immigration laws and regulations. West Ada and/or West Ada members may request verification of compliance from any contractor or sub-contractor performing work under this contract. West Ada and West Ada members reserve the right to confirm compliance. In the event that West Ada or West Ada members suspect or find that any contractor or subcontractor is not in compliance, West Ada may pursue any and all remedies allowed by law, including but not limited to suspension of work, termination of contract, suspension and/or debarment of the contractor. All cost associated with any legal action will be the responsibility of the contractor.

AZ Non-Compliance All federally assisted contracts to members that exceed $10,000.00 may be terminated by the federal grantee for noncompliance by contractor. In projects that are not federally funded, Respondent must agree to meet any federal, state or local requirements as necessary. In addition, if compliance with the federal regulations increases the contract costs beyond the agreed upon costs in this solicitation, the additional costs may only apply to the portion of the work paid by the federal grantee.

Registered Sex Offender Restrictions (Arizona) For work to be performed at an Arizona school, contractor agrees that no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are present, or reasonably expected to be present. Contractor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the West Ada member’s discretion. Contractor must identify any additional costs associated with compliance to this term. If no costs are specified, compliance with this term will be provided at no additional charge.

Offshore Performance of Work Prohibited Due to security and identity protection concerns, direct services under this contract shall be performed within the borders of the United States.

Terrorism Country Divestments: In accordance with A.R.S. 35-392, West Ada and West Ada members are prohibited from purchasing from a company that is in violation of the Export Administration Act. By entering into the contract, contractor warrants compliance with the Export Administration Act.

The undersigned hereby accepts and agrees to comply with all statutory compliance and notice requirements listed in this document.

Does Respondent agree? Click or tap here to enter text.

Date: Click or tap here to enter text.

PROPOSAL FORM 10: GENERAL TERMS AND CONDITIONS ACCEPTANCE FORM

Check one of the following responses to the General Terms and Conditions in this solicitation, including the Master Agreement:

☐ We take no exceptions/deviations to the general terms and conditions. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.)

☐ We take the following exceptions/deviations to the general terms and conditions. All exceptions/deviations must be clearly explained. Reference the corresponding general terms and conditions that you are taking exceptions/deviations

to. Clearly state if you are adding additions terms and conditions to the general terms and conditions. Provide details on your exceptions/deviations below:

Click or tap here to enter text.

(Note: Unacceptable exceptions shall remove your proposal from consideration for award. West Ada shall be the sole judge on the acceptance of exceptions/deviations and the decision shall be final.)

PROPOSAL FORM 11: EQUALIS GROUP ADMINISTRATION AGREEMENT DECLARATION

Attachment 3 - Sample Administration Agreement of this solicitation is for reference only. Contracting with Equalis Group and the Winning Supplier will occur after contract award.

Execution of the Administration Agreement is required for the Master Agreement to be administered by Equalis Group.

Attachment A - Sample Administration Agreement defines i) the roles and responsibilities of both parties relating to marketing and selling the Program to current and prospective Members, and ii) the financial terms between Equalis Group and Winning Supplier.

Redlined copies of this agreement should not be submitted with the response. Should a Respondent be recommended for award, this agreement will be negotiated and executed between Equalis Group and the Respondent. Respondents must select one of the following options for submitting their response.

☐ Respondent agrees to all terms and conditions in Attachment A - Sample Administration Agreement.

☐ Respondent wishes to negotiate directly with Equalis Group on terms and conditions in the Sample Administration

Agreement. Negotiations will commence with Equalis Group after West Ada has completed the contract award.

SAMPLE EQUALIS GROUP ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this "Agreement"), effective as of Month Day, Year (the “Effective Date”), is entered into by and between Winning Supplier, a State corporation with its principal place of business at street address, City, State Zip (“Winning Supplier”) and Equalis Group LLC, a Delaware limited liability company with its principal place of business at 5550 Granite Parkway, Suite 298, Plano, Texas 75024 (“Equalis”). Throughout this Agreement, Winning Supplier and Equalis are referred to interchangeably as in the singular “Party” or in the plural “Parties.”

SECTION 1. RECITALS

A. The Cooperative Council of Governments, Inc. (“West Ada”) serves as a lead public agency (a “Lead Public Agency”) for Equalis Group (“Equalis Group”), a national cooperative purchasing organization, by publicly procuring master cooperative purchasing agreements for products and services to be made available to Equalis Group members (“Equalis Group Member” or “Member”).

B. West Ada issued request for proposal (“RFP”) #Number dated Month Day, Year for contracting on behalf of Equalis Group Members for definition of products and services solicited in the RFP and awarded a contract to Winning Supplier for the products and services included in their submitted proposal (“Products & Services”).

C. West Ada, Equalis, and Winning Supplier entered into that certain master cooperative purchasing agreement (the “Master Agreement”) #contract number effective as of the Effective Dates to provide Products & Services to Equalis Group Members.

D. Equalis serves as the Contract Administrator of the Master Agreement on behalf of West Ada.

E. Equalis actively promotes Master Agreements to current and prospective Equalis Group Members (collectively “Prospective Participants”) through a range of marketing, prospecting, and sales strategies, including, but not limited to, marketing and sales collateral development, direct mail, web marketing, electronic communications, attendance at events, Winning Supplier sales representative training, and Winning Supplier field sales support (collectively, “Equalis Services”) as more fully defined in Appendix B.

F. Any Prospective Participant who purchases Products & Services from Winning Supplier subject to the Master Agreement shall be considered a “Program Participant”.

G. Winning Supplier desires to promote and expand its operations and increase the sales of its Products & Services to public sector, private sector, and non-profit organizations through Equalis Group.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following terms and conditions:

SECTION 2. BUSINESS TERMS

2.1. Defined Terms.

Any capitalized terms contained herein not defined in this Agreement shall have the same meaning as defined in the Master Agreement.

2.2. Appendices.

Winning Supplier agrees to provide Products & Services to Program Participants as may be agreed to by the Parties in accordance with the specific terms and conditions set forth in the Master Agreement, this Agreement, and the appendices attached hereto and made a part of this Agreement (if one, an “Appendix” or more, “Appendices”).

(i) Appendix A defines Winning Supplier’s reporting requirements.

(ii) Appendix B sets forth the roles and responsibilities of the Parties.

(iii) Appendix C defines the financial terms between the Parties.

2.3. Terms in Appendices.

In all cases where the terms of this Agreement and any Appendices disagree, the terms in the Appendix shall control.

2.4. Publicity & Joint Marketing.

(a) Publicity.

A Party may only issue press releases or other public announcements with respect to this Agreement with the prior, written consent of the other Party.

(b) Joint Marketing / Logo & Name Use.

Winning Supplier authorizes Equalis to use Winning Supplier’s trademarks, names, and logos as provided by Winning Supplier to Equalis. Equalis authorizes Winning Supplier to use Equalis’ trademarks, names, and logos as provided by Equalis to Winning Supplier. Each Party’s use of the other Party’s trademarks, names, and logos will be limited to standard communication, including correspondence, newsletters, and website material, and joint marketing efforts, including, but not limited to, utilizing the same on correspondence, collateral, agreements, websites, newsletters, or other marketing materials promoting the Products & Services pursuant to the Master Agreement and this Agreement. Notwithstanding the foregoing, the Parties understand and agree that except as provided herein, neither Party shall have any right, title, or interest in the other Party’s trademarks, names, and logos. Upon termination of this Agreement, each Party shall immediately cease use of the other Party’s trademarks, names, and logos.

SECTION 3. TERMS & CONDITIONS

3.1. Express Limitation of Equalis Liability.

With respect to any purchases of Products & Services by West Ada or any Program Participant pursuant to the Master Agreement, Equalis shall not be: (i) construed as a dealer, re-marketer, representative, partner, or agent of any type of the Winning Supplier, West Adaor any Program Participant; (ii) obligated by, liable for, or in any way responsible for any order of Products & Services made by West Adaor any Program Participant or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Products & Services; and (iii) obligated by, liable for, or in any way responsible for any failure by West Ada or any Program Participant to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase Products & Services under the Master Agreement. Equalis makes no representation or guaranty with respect to any minimum purchases by West Adaor any Program Participant, whether individually or collectively, or any employee thereof under this Agreement or the Master Agreement. The terms of this section shall survive the termination of this Agreement.

3.2. Term & Termination.

The Term of this Agreement is the same as the Term of the Master Agreement. This Agreement shall only be terminated, and shall be terminated, if and when the Master Agreement is terminated. Upon termination of the

Master Agreement for any reason, Winning Supplier shall continue making Administrative Fee and other payments, as set forth in Appendix C, to Equalis that are generated by individual Program Participant’s purchase of Products & Services for a period of either i) one (1) year from the date of termination, or ii) through the then current expiration date of the Master Agreement, whichever is shorter, to the extent that Winning Supplier continues to generate revenue from each Program Participant’s purchase of Products & Services following the termination of the Master Agreement.

3.3. Audit of Winning Supplier.

Equalis, whether directly or through an independent auditor or accounting firm, shall have the right to perform audits, including inspection of books, records, and computer data relevant to Winning Supplier’s provision of Products & Services to Program Participants and payment of Administrative Fees to Equalis pursuant to the Master Agreement and this Administration Agreement, to ensure that pricing, inventory, quality, process, and business controls are maintained; provided, however, that such inspections and audits will be conducted upon reasonable notice to Winning Supplier and so as not to unreasonably interfere with Winning Supplier’s business or operations.

3.4. Force Majeure.

This Agreement will be temporarily suspended during any period to the extent that either Party during that period is unable to carry out its obligations under this Agreement or the Appendices by reason of an Act of God or the public enemy, act of terrorism, pandemic or epidemic, fire, flood, labor disorder not caused by Winning Supplier, civil commotion, closing of the public highways not caused by Winning Supplier, government interference, government regulations, or any other event or occurrence beyond the reasonable control of the affected Party (“Event of Force Majeure”). Neither Party will have any liability to the other Party for a delay in performance nor failure to perform to the extent this Agreement or any Appendix is so temporarily suspended; provided that nothing contained herein shall apply to payment obligations with respect to obligations which have already been performed under this Agreement.

3.5. Notices.

All notices, claims, certificates, requests, demands, and other communications required or permitted hereunder (“Notice”) must be in writing and will be deemed given to the addresses set forth herein (a) when delivered personally to the recipient, (b) upon delivery by reputable overnight courier service (charges prepaid), or (c) upon delivery or refusal of delivery by certified or registered mail, return receipt requested, and addressed to the intended recipient. The Parties agree that day-to-day business communications, including notification of a change of address or revisions to any Appendix, may be made via electronic communication, including email.

3.6. Addresses for Notices.

This section may be modified at any time by either Party providing the other Party with written Notice, including via email, of a change of address or addition or deletion to the individuals who will be copied on all Notices.

a

If to Winning Supplier: and with copy to:

Winning Supplier

Attn: Name, Title Street Address 1 Street Address 2 City, State Zip

Company Name Attn: Name, Title Street Address 1 Street Address 2 City, State Zip b

If to EQUALIS:

Equalis Group LLC

Attn: Eric Merkle, SVP 5550 Granite Parkway, Suite

Plano, Texas 75024

3.7. Waiver.

Other than the rights and obligations with respect to payment provided by this Agreement, waiver by either Party of or the failure of either Party hereto to enforce at any time its rights with regard to any breach or failure to comply with any provision of this Agreement by the other Party may not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other future breach of or failure to comply with the same provision or any other provision of this Agreement.

3.8. Governing Law; Invalidity.

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Idaho without regard to rules of conflict of laws. If any provision of this Agreement is declared unlawful or unenforceable by judicial determination or performance, then the remainder of this Agreement shall continue in force as if the invalidated provision did not exist. Any suits filed by either Party pursuant to this Agreement shall be brought in a court of competent jurisdiction located in Idaho. In the event either Party initiates a suit, and that suit is adjudicated by a court of competent jurisdiction, the prevailing Party shall be entitled to reasonable attorney’s fees and costs from the non-prevailing Party in addition to any other relief to which the court determines the prevailing Party is entitled or awarded.

3.9. Modification.

No release, discharge, abandonment, waiver, alteration, or modification of any of the provisions of this Agreement, or any of the Appendices incorporated herein, shall be binding upon either Party unless set forth in a writing signed by authorized representatives of the Parties.

3.10. Assignment.

This Agreement and the rights and obligations hereunder may not be assignable by either Party hereto without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, that either Party may assign its respective rights and obligations under this Agreement without the consent of the other Party in the event either Party shall hereafter effect a corporate reorganization, consolidation, merger, merge into, sale to, or a transfer of all or substantially all of its properties or assets to another entity. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns. Any instrument purporting to make an assignment in violation of this section shall be null and void. This Agreement may be https://www.lawinsider.com/clause/assignment extended to additional entities affiliated with either Party upon the agreement of the other Party. No such extension will relieve the extending Party of its rights and obligations under this Agreement.

3.11. No Third-Party Beneficiaries; Survival of Representations.

This Agreement is made solely for the benefit of the Parties to it, and no other persons will acquire or have any right under or by virtue of this Agreement. Except as otherwise provided herein, all representations, warranties, covenants, and agreements of the Parties shall remain in full force and effect regardless of any termination of this Agreement, in whole or in part.

3.12. Entire Agreement.

The Master Agreement and this Agreement, together with all attachments, appendices, and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written representations and agreements with regard to the same subject matter. The Parties acknowledge that this Agreement has been negotiated and incorporates their collective agreement as to the provisions to be contained herein. Therefore, no presumption will arise giving benefit of interpretation by virtue of authorship of any provision of this Agreement, and any ambiguity may not be construed for or against any Party.

3.13. Execution in Counterparts.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original. For purposes of this Agreement, a facsimile, scanned, or electronic signature will be deemed an original signature.

3.14. Titles, Headings & Recitals.

The Preamble to this Agreement is hereby incorporated herein and made part of this Agreement. The Recitals stated within this Agreement are deemed to be a part of this Agreement. The titles and headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF,

the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

WINNING SUPPLIER

EQUALIS GROUP LLC

By: By:

Name: Name: Eric Merkle

As: As: SVP, Procurement &

Operations

Date: Date:

APPENDIX A: WINNING SUPPLIER REPORTING REQUIREMENTS

This Appendix may be modified at any time with the mutual written consent of the Parties, including via email.

Winning Supplier shall electronically provide Equalis with a detailed line-item monthly report showing the dollar volume of all member Products & Services sales under the contract for the previous month. Reports shall be sent via e-mail to Equalis offices at Reporting@EqualisGroup.org. Reports are due on the fifteenth (15th) day after the end of the previous month. It is the responsibility of Winning Supplier to collect and compile all sales under the Master Agreement from Program Participants and submit one (1) monthly report. Fields below marked as *required indicate a required field. All other fields are preferred, but not required:

Sp en d Da ta

Purchase Unit of Measure

Purchase Quantity

Distributor Landed Cost Total $ (without deviations)

Distributor Landed Cost Total $ (with manufacturer deviations)

Customer Purchase Total $ *required

Admin Fee % *required Admin Fee $ *required

M em be r D at a

Equalis Member ID

Vendor Customer Number *required (or Equalis Member ID)

Customer Name *required

Customer Street Address *required

Customer City *required

Customer Zip Code *required

Customer State *required

Di st rib ut or

Da ta

Distributor Name

Distributor ID

Distributor Street Address

Distributor City

Distributor Zip Code

Distributor State

Pr od uc t D at a

Product Category level 1

Product Category level 2 (Where available or applicable)

Product Category level 3 (Where available or applicable)

Distributor Product Number

Manufacturer Product Number

Product Description

Product Brand Name

Product packaging Unit of Measure level 1

Product packaging Unit of Measure level 2

Product packaging Unit of Measure level 3 mailto:Reporting@EqualisGroup.org

APPENDIX B: ROLES & RESPONSIBILITIES

This Appendix defines the roles and responsibilities of Equalis and Winning Supplier under this Agreement. This Appendix may be modified at any time with the mutual written consent of the Parties, including via email.

1. Equalis Services.

1.1. Winning Supplier Sales Representative Training.

Equalis will develop, as appropriate and subject to Winning Supplier approval, various sales training materials, sales tools, and marketing collateral to promote the Master Agreement and Winning Supplier’s Products & Services. Equalis, as appropriate, will i) conduct periodic sales trainings with Winning Supplier sales representatives assigned to sell Products & Services, ii) provide sales representatives with marketing collateral and sales tools to utilize with sales prospects, with particular focus on the procurement process that led to the establishment of the Master Agreement, the legal ability for sales prospects in any state to purchase Products & Services through the Master Agreement without having to conduct their own bid or RFP process, and the key differentiators in the design of this program with Winning Supplier, and iii) attend at least one Winning Supplier company-wide sales and/or leadership meeting per year.

1.2. Sales Support.

Equalis will engage in Winning Supplier sales efforts as agreed by the Parties through participating in i) individual sales calls, ii) joint sales calls, iii) communications and customer service, iv) discussions and communication with sales prospects during the sales process to address questions relating to the procurement process, legal authority to purchase through the Master Agreement, and program design, v) trainings for Equalis Members’ teams, vi) regular business reviews to monitor Program success, and vii) general contract administration.

1.3. Marketing.

Equalis will incorporate information about the Products & Services into Equalis Group’s website and general…