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Agenda 08-04-20
The City of Boynton Beach City Commission Agenda Tuesday, August 4, 2020, 5:30 PM GoToWebinar Online Meeting and City Hall Commission Chambers, 100 E. Ocean Avenue Boynton Beach City Commission Mayor Steven B. Grant (At Large) Vice Mayor Ty Penserga (District IV) Commissioner Justin Katz (District 1) Commissioner Woodrow L. Hay (District 11) Commissioner Christina L. Romelus (District III) Lori LaVerriere, City Manager James Cherof, City Attorney Crystal Gibson, City Clerk *Mission* To create a sustainable community by providing exceptional municipal services, in a financially responsible manner. C www.boynton-beach.org Page 1 of 909 Welcome Thank you for attending the City Commission Meeting General Rules & Procedures for Public Participation at City of Boynton Beach Commission Meetings The Agenda: There is an official agenda for every meeting of the City Commissioners, which determines the order of business conducted at the meeting. The City Commission will not take action upon any matter, proposal, or item of business, which is not listed upon the official agenda, unless a majority of the Commission has first consented to the presentation for consideration and action. • Consent Agenda Items: These are items which the Commission does not need to discuss individually and which are voted on as a group. • Regular Agenda Items: These are items which the Commission will discuss individually in the order listed on the agenda. • Voice Vote: A voice vote by the Commission indicates approval of the agenda item. This can be by either a regular voice vote with "Ayes& Nays" or by a roll call vote. Speaking at Commission Meetings: The public is encouraged to offer comment to the Commission at their meetings during Public Hearings, Public Audience, and on any regular agenda item, as hereinafter described. City Commission meetings are business meetings and, as such, the Commission retains the right to impose time limits on the discussion on an issue. • Public Hearings: Any citizen may speak on an official agenda item under the section entitled "Public Hearings." • Public Audience: Any citizen may be heard concerning any matter within the scope of the jurisdiction of the Commission - Time Limit- Three (3) Minutes. Regular Agenda Items: Any citizen may speak on any official agenda item(s) listed on the agenda after a motion has been made and properly seconded, with the exception of Consent Agenda Items that have not been pulled for separate vote, reports, and presentations. - Time Limit- Three (3) Minutes. Due to the COVI D-19 public health emergency and in accordance with Governor DeSantis's Emergency Orders, the City of Boynton Beach has temporarily suspended in-person public meetings. The City requests that all citizens follow the safe at home guidance provided by the State, the County, and the Federal Government. The City of Boynton Beach encourages interested parties to attend and participate in public meetings via communications media technology online. To view and/or participate in the City Commission meeting you have the following options: 1. Watch the meeting online, but not participate: You may watch the meeting via the GoToWebinar platform. Visit the City's website at www.boynton-beach.org to access the up-to-date link to the meeting. 2. Watch the meeting online and provide public comment prior to the meeting: You may watch the meeting as listed above and provide written comments by emailing citymanager@bbfl.us by Noon on August 4, 2020 or calling (561) 742-6006 and leaving a message on the public comment hotline. Page 2 of 909 Messages left on the hotline will be transcribed. Please include your full name and the specific agenda item number(s)for your comments. Comments received by the deadline will be read into the record. Please note that time limits will be enforced so written comments must be limited to no more than 3 minutes. 3. Watch the meeting online and provide public comment during the meeting: To request to speak during the meeting, you can electronically "raise your hand" or type a question using the GoToWebinar platform. The meeting moderator will announce when it is your turn to speak or have your question addressed. Please note that time limits will be enforced so comments must be limited to no more than 3 minutes. For additional information or for special assistance prior to the meeting, please contact Crystal Gibson, City Clerk, at cityclerk@bbfl.us or (561) 742-6061. Page 3 of 909 1. Openings A. Call to Order - Mayor Steven B. Grant Invocation by Pastor Rodney Wilkinson of Gospel Fellowship Pledge of Allegiance to the Flag led by Commissioner Justin Katz Roll Call Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption 2. Other A. Informational items by Members of the City Commission 3. Announcements, Community And Special Events And Presentations A. Proclaim the month of August 2020 as Water Professionals Month. Phil Donovan, State Publicity Chair for the FL Water & Pollution Control Operators Association, will accept the proclamation. B. Early Voting for the August 18, 2020 Primary Election will begin on Monday, August 3, 2020 and will continue through Sunday, August 16, 2020. The Early Voting hours are from 10:00 a.m. until 7:00 p.m. daily at the Ezell Hester Community Center located at 1901 North Seacrest Boulevard. A listing of Early Voting locations throughout Palm Beach County is available at the following website: https://www.pbcelections.org/Voters/Early-Voting. C. On Friday, August 7th, from 9am to 4pm, a Health Care District of Palm Beach County mobile bus is coming to the Ezell Hester Center in Boynton Beach to provide free COVID-19 tests for county residents. No appointment is needed. ID and facial coverings are required. If there are questions, please call 561-642-1000. D. Due to the Presidential Preference Primary, the August 18th City Commission Meeting has been moved to Wednesday, August 19th at 5:30 p.m. E. * Regular Commission Meeting on Tuesday, September 1st, 2020 at 5:30pm (Location TBD) * Tuesday, September 8th at :30p — First Public Budget Hearing to adopt the Proposed Budget and to adopt the Final Fire Assessment Rate Resolution (Location T ) * Regular Commission Meeting on Tuesday, September 15th, 2020 at 5:30pm (Location TBD) * Tuesday, September 22 at :30p - Second Public Budget Hearing to adopt the Final Millage Rate and Final Budget (Location TBD) 4. Public Audience Individual Speakers Will Be Limited To 3 Minute Presentations (at the discretion of the Chair, this 3 minute allowance may need to be adjusted depending on the level of business coming before the City Commission) 5. Administrative A. Appoint eligible members of the community to serve in vacant positions on City advisory boards. Page 4 of 909 6. Consent Agenda Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with all of the accompanying material to become a part of the Public Record and subject to staff comments A. Proposed Resolution No. R20-069- Authorize the Mayor to sign the tri-party interlocal agreement between the City of Boca Raton, the City of Delray Beach and the City of Boynton Beach for the purpose of operating a Biology Processing Laboratory (BPL) to pre-process DNA samples obtained by Boynton Beach Police Department pursuant to criminal investigations. B. Proposed Resolution No. R20-072- Authorize the City Manager to sign a new three year agreement with Environmental Systems Research Institute (Esri) for a Small Government Enterprise License Agreement through with a total cost of $157,500 to continue the use of the Esri'sArcGIS geographic information system software platform. C. Proposed Resolution No. R20-073- Approve and authorize the City Manager to sign the Statement of Work Summary from ERMProtect (Enterprise Risk Management) to purchase and implement Qualys advanced threat detection and patch management software to monitor, detect, remediate and prevent cybersecurity events on our City computer assets. D. Approve an increase to the estimated annual expenditure of the US Communities Contract # R- TC-17006 with Amazon Business in the amount of $25,000, increasing the estimated annual expenditure from$40,000 to $65,000 E. Accept the Fiscal Year 2019-2020 Budget Status Report of the General Fund and the Utilities Fund for the nine (9) month period ended June 30, 2020, Unaudited. F. Proposed Resolution No. R20-074- Approve and authorize the City Manager to sign an agreement with the first ranked firm, ABM Building Solutions, LLC for Town Square / City Facilities Maintenance Services., subject to final approval by the City Attorney, in accordance with the Request for Qualifications (RFQ) No. 009-2511-20/RW. G. Proposed Resolution No. R20-075- Authorize the City Manager to sign the Disaster Relief Funding Agreement for Federal and State assistance for DR-4486 COVI D-19 between the City of Boynton Beach and State of Florida, Division of Emergency Management. H. Proposed Resolution No. R20-076- Approve and authorize the Mayor to sign a CORONAVIRUS RELIEF FUND (CRF) SUBRECIPIENT FUNDING AGREEMENT between The CITY OF BOYNTON BEACH ("Subrecipient"), a local government that meets the State Housing Initiatives Partnership ("SHIP") Program eligibility requirements, and the FLORIDA HOUSING FINANCE CORPORATION ("Florida Housing"), a public body corporate and politic duly created and existing under the laws of the State of Florida, to govern the expenditure of the CRF funds as indicated in the accompanying agreement and subsequently disbursed CRF funds by Florida Housing. I. Approve minutes from the City Commission meeting on July 21, 2020. 7. Consent Bids And Purchases Over$100,000 A. Approve the extension for RFPs/Bids and/or piggybacks for the procurement of services and/or commodities as described in the written report for August 4, 2020 - "Request for Extensions and/or Piggybacks Over $100,000." B. Approve an increase to the estimated annual expenditure of Omnia Partners City of Tuscon Contract# 192163 with Grainger Inc. in the amount of $50,000, increasing the estimated annual expenditure from$70,000 to $120,000. C. Approve an increase to the estimated annual expenditure for Water Meters and Equipment with Sensus USA in the amount of $200,000, increasing the estimated annual expenditure from $400,000 to $600,000. Page 5 of 909 D. Proposed Resolution No. R20- 077-Approve a contract with Globaltech, Inc. for the installation of new emergency power generators of the East Water Treatment Plant (EWTP) and authorize the City Manager to sign the contract. The phase 1 budget for development of the GMP is $142,051.00 Globaltech, Inc. was selected through Request For Qualifications (RFQ) #066-2821- 19/TP and approved by Commission at their June 2nd 2020 meeting. E. Proposed Resolution No. R20-071 - Authorize the City Manager to sign a new five year contract with CentralSquare Technologies, LLC. with a total cost of $1,169,498.04 to continue the use of the Naviline enterprise resource planning software and maintaining CentralSquare Technologies, LLC. as our applications services provider. 8. Public Hearina 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. Proposed Ordinance No. 20-028 - Second Reading - Approve amendments to Part I I of the City Code of Ordinances, Chapter 14, Motor Vehicles and Traffic, creating a new Section 14-14, Parking Meters, to add definitions, standards, and fees to regulate parking meters in the City and striking Chapter 16 Section 16-61 and 16-82 removing redundant language. B. Proposed Ordinance 20-029 - First Reading Approve request for Abandonment of a portion of a ten (10) foot wide Utility Easement (ABAN 20-008) located at 2735 SW 23rd Cranbrook Drive, Cranbrook Lake Estates PUD. Applicant: David LaMaster 9. City Manager's Report A. Discussion and direction by City Commission regarding the reinstallation of the mural at Fire Station#1. 10. Unfinished Business A. Continuation of Commission review of Town Square private development status. 11. New Business - None 12. Legal A. Proposed Resolution No. R20-078-Approve the Parking Division fee schedule associated with the installation of automated parking technology which includes parking rates, permits, valet, violations, and penalties. B. Proposed Resolution No. R20-079- Authorize the City Commission to increase the amount collected for fees that are charged to the City by the Palm Beach County Clerk of Courts when a civil citation is issued. C. Proposed Ordinance 20-030 - First Reading - Adoption of ordinance allowing for virtual city commission meetings by communication media technology. 13. Future Agenda Items A. Mayor Grant requested staff present information about our CDBG/SHIP housing assistance programs- August 19, 2020. B. Provide update on potential sale of the Nichol's property to Pulte Homes- August 19, 2020 14. Adjournment Notice Page 6 of 909 If a person decides to appeal to any decision made by the City Commission with respect to any matter considered at this meeting,He/She will need a record of the proceedings and,for such purpose,He/She may need to ensure that a verbatim record of the proceedings is made,which record includes the testimony and evidence upon which the appeal is to be based.(ES.286.0105) The city shall furnish appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal opportunity to participate in and enjoy the benefits of a service,program,or activity conducted by the city.Please contact the City Clerks office,(561)742- 6060 or(TTY)1-800-955-8771,at least 48 hours prior to the programor activity in order for the city to reasonably accommodate your request. Additional agenda iterns may be added subsequent to the publication of the agenda on the city's web site.Information regarding iterns added to the agenda after it is published on the city's web site can be obtained fromthe office of the City Clerk Page 7 of 909 1.A. OPENING ITEMS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Call to Order- Mayor Steven B. Grant Invocation by Pastor Rodney Wilkinson of Gospel Fellowship Pledge of Allegiance to the Flag led by Commissioner Justin Katz Roll Call Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption Explanation of Request: How will this affect city programs or services? Fiscal Impact: Non-budgeted Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: No Climate Action Discussion: Is this a grant? No Grant Amount: Page 8 of 909 2.A. OTHER 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Informational items by Members of the City Commission Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 9 of 909 3.A. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proclaim the month of August 2020 as Water Professionals Month. Phil Donovan, State Publicity Chair for the FL Water & Pollution Control Operators Association, will accept the proclamation. Explanation of Request: The Florida Water & Pollution Control Operators Association has designated the month of August 2020 as Florida Water Professionals month to recognize all water industry employees for their dedication and hard work providing safe drinking water to Florida's citizens and protecting Florida's environment and natural resources. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description Proclamation Proclomation Water Professionals Month Page 10 of 909 ---------------------------------------------------------------------------------------------------------------------------------- y"M7n&w �We"A Proclamation WHEREAS,the Florida Water SSC Pollution Control Operators Association, organized in 1940,is a non- profit trade organization that promotes the sustainability of Florida's water utility industry through workforce development to protect the health of Florida's citizens and to preserve the State's water resources;and WHEREAS, this organization offers water and wastewater treatment plant operator and water distribution operator training courses required for the State of Florida's operator license, eight voluntary certification programs and continuing education programs for operator license renewal;and WHEREAS,this organization,in recognizing the importance of the Florida Statutes and Administrative Code that regulate the water industry, acts as liaison between the Florida Department of Environmental Protection and industry personnel;and WHEREAS, the Florida Water and Pollution Control Operator's Association recognizes all those who have played a significant part in operating and maintaining drinking water,wastewater and storm water systems in Florida by celebrating Florida Water Professionals Month, which applauds their constant efforts to protect our health and environment. NOW,THEREFORE, I, Steven B. Grant,by virtue of the authority vested in me as Mayor of the City of Boynton Beach,Florida,hereby proclaim August,2020 as: Florida Watu Prof zmionalB Month in the City of Boynton Beach,and extend greetings and best wishes to all observing Florida Water Professionals Mont. IN WITNESS WHEREOF I have hereunder set my band this 4,h day of August,2020. Steven B. Grant,Mayor ATTEST: Crystal Gibson City Clerk 3.B. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Early Voting for the August 18, 2020 Primary Election will begin on Monday, August 3, 2020 and will continue through Sunday, August 16, 2020. The Early Voting hours are from 10:00 a.m. until 7:00 p.m. daily at the Ezell Hester Community Center located at 1901 North Seacrest Boulevard. A listing of Early Voting locations throughout Palm Beach County is available at the following website: https://www.pbcelections.org/Voters/Early-Voting. Explanation of Request: In cooperation with the Palm Beach County Supervisor of Elections, the Ezell Hester Community Center will be an Early Voting location. This location is available to all citizens within Palm Beach County. How will this affect city programs or services? There will be no effect on City programs or services. Fiscal Impact: Alternatives: The alternative would be to not cooperate with the Palm Beach County Supervisor of Elections in this effort to provide additional opportunities for our citizens to cast their votes. Strategic Plan: Strategic Plan Application: Climate Action: No Climate Action Discussion: Is this a grant? Grant Amount: Page 12 of 909 3.C. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: On Friday, August 7th, from 9am to 4pm, a Health Care District of Palm Beach County mobile bus is coming to the Ezell Hester Center in Boynton Beach to provide free COVI D-19 tests for county residents. No appointment is needed. ID and facial coverings are required. If there are questions, please call 561-642- 1000. Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 13 of 909 3.D. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Due to the Presidential Preference Primary, the August 18th City Commission Meeting has been moved to Wednesday, August 19th at 5:30 p.m. Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 14 of 909 3.E. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: * Regular Commission Meeting on Tuesday, September 1st, 2020 at 5:30pm (Location TBD) * Tuesday, September 8th at :30p —First Public Budget Hearing to adopt the Proposed Budget and to adopt the Final Fire Assessment Rate Resolution (Location TBD) • Regular Commission Meeting on Tuesday, September 15th, 2020 at :30p (Location TBD) * Tuesday, September 22 at :30p - Second Public Budget Hearing to adopt the Final Millage Rate and Final Budget (Location TBD) Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 15 of 909 5.A. ADMINISTRATIVE 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Appoint eligible members of the community to serve in vacant positions on City advisory boards. Explanation of Request: The attached list contains the names of those who have applied for vacancies on the various advisory boards. A list of vacancies is provided with the designated Commission members having responsibility for the appointment to fill each vacancy. How will this affect city programs or services? Appointments are necessary to keep our advisory boards full and operating as effectively as possible. Fiscal Impact: Non-budgeted Alternatives: Allow vacancies to remain unfilled. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description Attachment Appointments and Applicants for 08-04-2020 Attachment Young, Jeremiah Page 16 of 909 Appointments and Applicants for August 4, 2020 Arts Commission I Katz Alt 2 yr term to 12/20 Applicants: None Building Board of Adjustments and Appeals III Romelus Alt 2 yr term to 12/21 IV Penserga Reg 2 yr term to 12/21 Mayor Grant Reg 2 yr term to 12/21 Applicants: None Education and Youth Advisory Board I Katz STU NV 2 yr term to 12/21 Applicants: Jeremiah Young Historic Resources Preservation Board III Romelus Alt 2 yr term to 12/21 (Tabled 3) IV Penserga Alt 2 yr term to 12/20 Applicant: None Library Board I Katz Reg 2 yr term to 12/21 11 Hay Reg 2 yr term to 12/20 III Romelus Alt 2 yr term to 12/21 IV Penserga Alt 2 yr term to 12/20 Applicants: None Page 17 of 909 Gibson, Crystal From: jeremiah.young <noreply@123formbuilder.io> Sent: Monday,July 20, 2020 8:30 PM To: City Clerk Subject: Advisory Board Appointment application Today's date 07/20/2020 Name Jeremiah Young Phone number 561-542-1450 Address 1229 VIA DE FOSSI BOYNTON BEACH FL 33426 United States Email jeremiah.young@saintandrews.net Current occupation or,if student retired,prior occupation Education Entering senior year of High School Are you a registered voter? No Do you reside within the Yes Boynton Beach City limits? Do you own/manage a No business within City limits? If"yes", name of business: Are you currently serving No on a City board? Have you served on a City No board in the past? If"yes",which board(s) and when? Have you ever been No convicted of a crime? If"yes",when and where? Advisory Board Education and Youth Advisory Board Personal Qualifications I have resided in Boynton Beach for the past three years. I will be entering my senior year at Saint Andrews School in Boca Raton, Florida. I am a three year varsity football team captan as well as the quarterback. I have obtained leadership positions within my school in different clubs and I currently have a 3.3 grade point average. I aspire to obtain a career in the political arena. I believe that this advisory board will assist me in acquiring knowledge about my city with regards to the impact of education and youth within the community. i Page 18 of 909 Professional Memberships Feel free to attach/upload an extra sheet or resume. Certification I, the applicant, hereby certify that the statements and answers provided herein are true and accurate. I understand that, if appointed, any false statements may be cause for removal from a board. The message has been sent from 73.57.240.14(United States)at 2020-07-20 19:30:17 on Chrome 84.0.4147.89 Entry ID: 395 Referrer: https://www.boynton-beach.org/boards-and-committees Form Host: https://www.123formbuilder.com/form-583214/Advisory-Board-Appointment-Application 2 Page 19 of 909 6.A. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-069- Authorize the Mayor to sign the tri-party interlocal agreement between the City of Boca Raton, the City of Delray Beach and the City of Boynton Beach for the purpose of operating a Biology Processing Laboratory (BPL) to pre-process DNA samples obtained by Boynton Beach Police Department pursuant to criminal investigations. Explanation of Request: As background information, the Boynton Beach City Commission initially approved this interlocal agreement (ILA) on November 15, 2019. Following that date, Delray Beach identified certain provisions in the ILA to be amended. More specifically, Section 10 was missing from the original ILA, which resulted in renumbering the remaining Sections in the document. Second, Delray Beach renegotiated Section 8, part 1, entitled Duration and Termination. The original agreement could be renewed every five years if there were no changes needed and all parties gave written approval. Renewals are now capped at two additional 5-year renewals. Furthermore, Section 8, part 3, Duration and Termination was amended. In the original ILA, if either Delray Beach or Boynton Beach terminated the ILA, the non-terminating party would be responsible to pay the remaining portion of the annual fee. In the ILA that is now attached, if either party terminates the ILA, the non-terminating party will continue to pay the same percentage of the annual fee and Boca Raton assumes the additional costs. Finally, Section 8, part 4, Duration and Termination, was added to the ILA and indicates if Boca Raton terminates the ILA, Boca Raton will refund Delray Beach and Boynton Beach the portion of their paid annual fees, on a prorated basis, for the time period between the termination of the ILA and the end of the annual period for which fees were paid. How will this affect city programs or services? The Boynton Beach Police Department investigates numerous crimes where forensic evidence in the form of DNA is recovered. The perpetrator of a crime may deposit bodily fluids or tissue of various types at the scene by simply touching an object or surface or contact with a victim during a sexual assault or battery. The bodily fluids and tissue often contain DNA which is a chemical identifier unique to every individual and considered a more accurate identifier than even fingerprints. Pursuant to Florida State Statute, DNA profiles are collected from individuals charged or convicted of major felonies. Consequently, identification of recovered crime scene DNA becomes more prevalent and BPL has the capability to collect and analyze these DNA samples expeditiously. The most labor intensive and time consuming process related to DNA testing is determining if a suitable sample is present and, if so, extracting the sample and converting it to a testable form. In 2010, the Chiefs of Police for Boca Raton, Delray Beach, and Boynton Beach considered the challenges associated with the PBSO Crime Lab backlog of cases and determined that a pre-screening laboratory would facilitate a timely resolution to our case submissions while providing relief to the PBSO lab. The City passed Resolution No. R10-092 on July 20, 2010 approving an interlocal agreement with the cities of Boca Raton and Delray Beach Page 20 of 909 establishing the operation of a pre-screening DNA Laboratory. All DNA submissions now go to the pre-screening lab in Boca Raton where the samples are isolated and converted. Each sample is then transported to the PBSO lab where they receive priority treatment pursuant to an agreement between Boca Raton and PBSO. This results in samples that historically took months to process are now tested promptly and the results are available within days. This ILA will enhance the Police Department's ability to investigate major crimes, identify perpetrators, and arrest offenders in a timely manner. Fiscal Impact: Budgeted The City of Boynton Beach's share of the cost for year one renewal would be $66,200.00. Following the initial year of the Agreement, the fee shall be adjusted annually to reflect the proportional shares of the actual costs as defined in paragraph 5.5 of the Agreement. However, fees will not be increased more than 10% per year. Funds in the amount of $66,200 are allocated in the Police Department budget - Support Services, Other Contractual Services, 001-2112-521.49-17. Alternatives: Return to the practice of direct submission of DNA forensic evidence to the Palm Beach Sheriff's Office lab which will likely result in substantial delays in the identification of suspects where matches are present and the apprehension of criminals. Strategic Plan: Strategic Plan Application: N/A Climate Action: No Climate Action Discussion: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description Resolution Resolution approving revised tri-party I nterlocal Agreement for DNA Sample testing I nterlocal Agreement I LA 2020 I\Ae IVAemo describing ILA I nterlocal Agreement signed 2015 ILA Page 21 of 909 I RESOLUTION NO. R20- 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVING AND AUTHORIZING THE 6 MAYOR TO SIGN A REVISED TRI-PARTY 7 INTERLOCAL AGREEMENT BETWEEN THE CITY OF 8 BOYNTON BEACH AND THE CITIES OF BOCA RATON 9 AND DELRAY BEACH FOR THE OPERATION OF A 10 BIOLOGY PROCESSING LABORATORY(BPL)TO PRE- II PROCESS DNA SAMPLES PURSUANT TO CRIMINAL 12 INVESTIGATIONS; AND PROVIDING AN EFFECTIVE 13 DATE. 14 15 16 WHEREAS, the City Commission initially approved this Interlocal Agreement on 17 November 5, 2019 however the City of Delray Beach requested changes to the ILA after it was 18 approved by the City Commission; and 19 WHEREAS, this revised Interlocal Agreement will replace the one approved by 20 Resolution R19-127; and 21 WHEREAS, the City of Boynton Beach Police Department investigates numerous 22 crimes where forensic evidence in the form of DNA is recovered; and 23 WHEREAS, Boynton Beach's Police Department submits hundreds of requests each 24 year for laboratory testing to the Boca Raton BPL in an effort to identify persons connected 25 with various crimes committed in our City; and 26 WHEREAS, the most labor intensive and time consuming process related to DNA 27 testing is determining if a suitable sample is present and extracting the sample and converting 28 it to its testable form which can be done by the pre-screening laboratory; and 29 WHEREAS, the Boca Raton BPL has the capability to collect and analyze DNA 30 samples; and 31 WHEREAS, the City Commission of the City of Boynton Beach, upon 32 recommendation of staff, deems it to be in the best interests of the residents and citizens of the 33 City of Boynton Beach to approve and authorize the Mayor to sign the revised tri-party 34 Interlocal Agreement between the City of Boynton Beach and the Cities of Boca Raton and 35 Delray Beach for the operation of a Biology Processing Laboratory (BPL)to pre-process DNA 36 samples. 37 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 38 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: S:ACA\RESO\Agreements\ILA(revised)Triparty with Boca Raton and Delray(DNA testing)(2019-20)-Reso.docx Page 22 of 909 39 40 Section 1. Each Whereas clause set forth above is true and correct and incorporated 41 herein by this reference. 42 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby 43 approve and authorize the Mayor to sign the revised tri-party Interlocal Agreement between the 44 City of Boynton Beach and the Cities of Boca Raton and Delray Beach for the operation of a 45 Biology Processing Laboratory (BPL)to pre-process DNA samples, a copy of said Agreement 46 is attached hereto as Exhibit "A". This revised Interlocal Agreement will replace the ILA 47 approved by Resolution R19-127. 48 Section 3. That this Resolution shall become effective immediately upon passage. 49 50 PASSED AND ADOPTED this day of , 2020. 51 CITY OF BOYNTON BEACH, FLORIDA 52 53 YES NO 54 55 Mayor— Steven B. Grant 56 57 Vice Mayor— Ty Penserga 58 59 Commissioner—Justin Katz 60 61 Commissioner—Woodrow L. Hay 62 63 Commissioner—Christina L. Romelus 64 65 66 VOTE 67 68 ATTEST: 69 70 71 72 Crystal Gibson, MMC 73 City Clerk 74 75 76 77 (Corporate Seal) S:ACA\RESO\Agreements\ILA(revised)Triparty with Boca Raton and Delray(DNA testing)(2019-20)-Reso.docx Page 23 of 909 INTERLOCAL AGREEMENT THIS AGREEMENT ("Agreement" or "Interlocal Agreement"), is made and entered into , 20 , by and between the City of Boca Raton, Florida, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter "BOCA RATON"), the City of Delray Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter "DELRAY BEACH"), and the City of Boynton Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter "BOYNTON BEACH"), collectively referred to as the "Parties." WITNESSETH: WHEREAS, the Parties to this agreement are authorized pursuant to the Florida Interlocal Cooperation Act of 1969 as set forth in Section 163.01, et seq., Florida Statutes (hereinafter the "Act") to make efficient use of their respective powers, resources, authority and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby provide the facilities and efforts identified herein in the manner that will best utilize existing resources, powers and authority available to each of them; and WHEREAS, it is the purpose of the Act to provide a means by which BOCA RATON, DELRAY BEACH and BOYNTON BEACH may exercise their respective powers, privileges and authority which they may separately, but which pursuant to this Interlocal Agreement and the Act they may exercise collectively; and WHEREAS, BOCA RATON entered into an interlocal agreement with the Palm Beach County Sheriff's Office ("PBSO") relating to the construction and operation of a Biology Processing Laboratory ("BPL"), which was thereafter constructed at the City facility located at 6500 Congress Avenue in Boca Raton, Florida; and WHEREAS, pursuant to the Interlocal Agreement with PBSO, all DNA sample evidence prescreened in the BPL is given certain priority by the PBSO Forensic Biology Unit in the event DNA analysis is warranted; and WHEREAS, on March 8, 2016, the Parties entered into an interlocal agreement to provide for pre-screening of their respective DNA sample evidence in the BPL because such common use would better utilize municipal personnel and capital resources and increase the efficiency and effectiveness of prescreening DNA sample evidence, WHEREAS, the prior interlocal agreement between the Parties established the terms and conditions for the operation of the BPL and provided for shared costs of personnel/operating expenses; and WHEREAS, the BPL is currently in operation and used by the Parties, but the Page 24 of 909 existing interlocal agreement between the Parties will expire on November 18, 2020; and WHEREAS, the Parties desire to enter into a new Interlocal Agreement in order to continue the operation of the BPL and to provide terms and conditions for the continued operation and maintenance of the BPL; and WHEREAS, entering into this Interlocal Agreement is in the best interests of the citizens of the Parties; and NOW THEREFORE, in consideration of the premises, mutual covenants, provisions and representations contained herein, constituting good and valuable consideration, the Parties hereto agree as follows: Section 1. STATEMENT OF PURPOSE The purpose of this Interlocal Agreement is to establish an agreement between BOCA RATON, DELRAY BEACH, and BOYNTON BEACH in regard to the continued operation and maintenance of the BPL, located at 6500 Congress Avenue in the City of Boca Raton, which is currently providing, and shall continue to provide, pre-screening of DNA sample evidence for the Parties. Section 2. DEFINITIONS 2.1 "Pre-screening" shall mean the process by which evidence is evaluated by an analyst to determine if there is usable and recoverable DNA in the sample. 2.2 "Touch DNA evidence" shall mean DNA evidence that is left behind from skin cells when a person touches or comes in contact with an item. Section 3. ADMINISTRATION AND SERVICES PROVIDED 3.1. BOCA RATON shall own, manage and operate the BPL. 3.2. The BPL shall provide the following services: pre-screening of DNA sample evidence, processing of DNA sample evidence for the confirmation of blood and semen, and swabbing items for touch DNA evidence. 3.3. Following pre-screening at the BPL, all DNA sample evidence will be submitted to the PBSO Forensic Biological Unit for further DNA analysis. Pursuant to the Interlocal Agreement between BOCA RATON and PBSO, all evidence pre- screened at the BPL will be given priority for PBSO DNA analyst assignment pursuant to a separate agreement between PBSO and BOCA RATON. Page 25 of 909 Section 4. AGREEMENT NON-EXCLUSIVE 4.1. DELRAY BEACH and BOYNTON BEACH agree and understand that this agreement is non-exclusive, and that BOCA RATON may enter into additional agreements or amend this Interlocal Agreement to allow other governmental agencies to utilize the BPL. In the event BOCA RATON contracts with other governmental agencies, there shall be a corresponding and proportional decrease in the amount of the annual fee paid by BOCA RATON, DELRAY BEACH and BOYNTON BEACH which is identified in paragraph 5.5 of this Agreement. Section 5. BPL CENTER FOR OPERATIONS 5.1. The BPL shall continue to be located at 6500 Congress Avenue, Boca Raton, Florida. 5.2. The BPL equipment and records will be maintained by BOCA RATON at the BPL. 5.3. DELRAY BEACH and BOYNTON BEACH shall annually appropriate and pay to BOCA RATON an annual fee, in an amount equal to a proportional share of the costs to operate the BPL. BOCA RATON shall provide an invoice to DELRAY BEACH and BOYNTON BEACH each year for the annual fee and DELRAY BEACH and BOYNTON BEACH shall make the annual payment to BOCA RATON within sixty (60) days of receipt of BOCA RATON's invoice. 5.4. The total annual fee shall be determined by BOCA RATON, in its sole discretion, through an annual calculation of the personnel costs, the cost of equipment and supplies, the cost of maintenance, the cost of utilities, and any other cost which is reasonably related to the operation of the BPL. 5.5. The annual fee shall be paid proportionately as follows: BOCA RATON - 34 PERCENT DELRAY BEACH - 33 PERCENT BOYNTON BEACH - 33 PERCENT 5.6. The annual fee to be paid by DELRAY BEACH and BOYNTON BEACH for the first year of this Agreement shall be $66,200.00, which shall be paid within sixty (60) days of the effective date of this Agreement. 5.7. Following the initial year of this Agreement, the fee shall be adjusted annually to reflect the proportional shares of the actual costs as defined in paragraph 5.4 of this Agreement. However, it is not expected that the fee will increase more than 10% per year. Page 26 of 909 5.8 DELRAY BEACH and/or BOYNTON BEACH'S right to receive services at the BPL pursuant to this Agreement shall be immediately suspended if either fails to timely transmit to BOCA RATON its proportional payment as required under this Agreement. The suspension of the right to receive services at the BPL shall continue through the date the full payment is received by BOCA RATON. If a payment is not received by BOCA RATON within 30 days of the date of the non- paying party's receipt of the invoice from BOCA RATON, then BOCA RATON shall send to the non-paying party a notice of default. The non-paying party shall thereafter also pay a 10% penalty on the past due arrearages. If such past due arrearages plus the 10% penalty are not paid in full within 15 days of the date of notice of default, then BOCA RATON, in its sole discretion, shall have authority to terminate this Agreement in regard to the non-paying party only. Section 6. PERSONNEL AND OPERATIONS 6.1 BOCA RATON shall employ and train two Forensic Analysts to work at the BPL. 6.2 BOCA RATON shall be solely responsible for the hiring, supervision and evaluation and all aspects of employment for all personnel associated with the BPL. 6.3 BOCA RATON shall be solely responsible for the maintenance and repair of the BPL facility. 6.4 BOCA RATON shall be solely responsible for the operation of the BPL. Section 7. RECORDS 7.1 BOCA RATON shall be responsible for maintaining records of DNA sample evidence submitted by DELRAY BEACH and BOYNTON BEACH for the purpose of prescreening analysis in accordance with Biology Processing Laboratory standards. 7.2 DELRAY BEACH and BOYNTON BEACH agree to provide BOCA RATON with case dispositions for any items processed through the BPL as they become available. Section 8. DURATION AND TERMINATION 8.1. This Interlocal Agreement shall become effective upon being executed on behalf of each party and filed with the City Clerks of BOCA RATON, DELRAY BEACH and BOYNTON BEACH. This Interlocal Agreement shall remain in effect for five years and may be extended for two (2) additional five-year terms upon written approval of the Parties. 8.2. In the event the agreement between BOCA RATON and PBSO providing priority Page 27 of 909 to BPL pre-screened evidence is terminated, BOCA RATON shall have the authority, in its sole discretion, to terminate this Interlocal Agreement upon thirty (30) days written notice to DELRAY BEACH and BOYNTON BEACH, and in the event BOCA RATON terminates this Interlocal Agreement pursuant to this subsection, BOCA RATON shall have no further obligation to DELRAY BEACH or BOYNTON BEACH. 8.3. BOCA RATON, DELRAY BEACH, or BOYNTON BEACH may terminate participation in this Interlocal Agreement for any reason upon one hundred eighty (180) days written notice to the other Parties. In the event either DELRAY BEACH or BOYNTON BEACH terminate participation, this Interlocal Agreement shall remain in effect or terminate in its entirety in BOCA RATON's sole discretion. In the event this Interlocal Agreement remains in effect, the non- terminating party (either DELRAY BEACH or BOYNTON BEACH) shall thereafter continue to pay the same percentage of the annual fee set out in Section 5.5 above. The terminating party shall have no rights or privileges under this Interlocal Agreement following the effective date of their termination. 8.4. In the event BOCA RATON terminates its participation, this Interlocal Agreement shall terminate in its entirety. If BOCA RATON terminates operation of the BPL pursuant to this subsection, BOCA RATON shall refund to DELRAY BEACH and BOYNTON BEACH the portion of their paid annual fees, on a prorated basis, that were for the time period between the date on which the BPL ceases operations and the end of the annual period for which the fees were paid. 8.5. This Section shall continue indefinitely and survive the cancellation, termination, expiration, lapse, or suspension of this Interlocal Agreement. Section 9. DISPUTE RESOLUTION 9.1 Disputes under this Interlocal Agreement may be resolved by a meeting of the Parties' authorized representatives. If such authorized representatives are unable to reach a resolution and any of the Parties believe the issue is of sufficient merit, the Parties shall select a mediator acceptable to all Parties to conduct a non- binding mediation of the issues involved and make a recommendation regarding resolution of the issue. The Parties agree to be responsible for their respective costs and fees incurred during the mediation and that they shall pay the mediator's fees and costs in equal amounts. If the non-binding mediation is also unsuccessful, the dispute shall be resolved pursuant to Florida law. 9.2 This Agreement shall be governed by the laws of the State of Florida. Any legal action to enforce the Agreement will be filed in Palm Beach County. In any litigation brought to enforce the terms of this Interlocal Agreement, each party shall bear its own costs and attorney's fees incurred in connection therewith. Page 28 of 909 9.3 BY ENTERING INTO THIS AGREEMENT, THE PARTIES EXPRESSLY WAIVE ANY RIGHT EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION OR ANY CLAIM RELATED TO THIS AGREEMENT. Section 10. LIABILITIES AND INDEMNITY 10.1. Each party to this Agreement shall be liable for its own actions and negligence and, to the extent permitted by law, BOCA RATON shall be responsible to and indemnify DELRAY BEACH and/or BOYNTON BEACH for any actions, claims or damages arising out of BOCA RATON'S negligence in connection with this Agreement, and DELRAY BEACH and BOYNTON BEACH shall each indemnify and be individually responsible to BOCA RATON and/or to the other for any actions, claims or damages arising out of DELRAY BEACH or BOYNTON BEACH'S negligence in connection with the Agreement. The foregoing shall not constitute a waiver of any Parties' sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes, and nothing herein is meant to or shall serve as a waiver of any of the requirements or limitations contained in Section 768.28, Florida Statutes. This indemnification provision shall continue indefinitely and survive the cancellation, termination, expiration, lapse, or suspension of this Interlocal Agreement. . Section 11. AMENDMENT OF THIS AGREEMENT 11.1. Amendments to this Interlocal Agreement shall be made by unanimous consent of all the Parties in writing. Section 12. EXECUTION OF AGREEMENT 12.1 This Agreement shall be executed on behalf of each party by its authorized representative pursuant to an appropriate resolution of the respective local governmental unit. Each party to this Agreement shall be bound to the terms of this Agreement as of the date it is signed by that party. Section 13. SEVERABILITY 13.1. The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void or voidable, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void or voidable provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The Parties further agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being held void should a provision which is of the essence of the Agreement be determined to be void by a court of competent jurisdiction. Page 29 of 909 Section 14. NOTICES 14.1 Any notice given pursuant to the terms of this Agreement shall be in writing and done by Certified Mail, Return Receipt Requested. The effective date of such notice shall be the date of receipt, as evidenced by the Return Receipt. All notices shall be addressed to the following: As to BOCA RATON- City Manager, City of Boca Raton 201 W. Palmetto Park Rd. Boca Raton, FL 33432 With copy to: Chief of Police 100 NW Boca Raton Blvd. Boca Raton, FL 33432 As to DELRAY: City Manager, City of Delray Beach 100 NW First Avenue Delray Beach, FL 33444 With Copy to: Chief of Police 300 W Atlantic Avenue Delray Beach, FL 33444 As to BOYNTON BEACH: City Manager, City of Boynton Beach PO Box 310 Boynton Beach, FL 33425 With Copy to: Chief of Police PO Box 310 Boynton Beach, FL 33425 Page 30 of 909 Section 15: FILING A copy of this Agreement shall be filed by BOCA RATON with the Clerk of the Circuit Court in and for Palm Beach County. Section 16: DELEGATION OF DUTY Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of any party. Section 17: FORCE MAJEURE Any party delayed by a Force Majeure Event, as defined herein, in performing under this Agreement shall use reasonable efforts to remedy the cause or causes of such Force Majeure Event. A delay due to a Force Majeure Event shall serve to toll the time to perform under this Agreement. "Force Majeure Event" shall mean any act of God, fire, flood, earthquake, explosion, hurricane, riot, sabotage, terrorist attack, windstorm, failure of utility service, or labor dispute. Section 18: CONSTRUCTION No party shall be considered the author of this Agreement since the parties hereto have participated in extensive negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus, the terms of this Agreement shall not be strictly construed against one party as opposed to the other party based upon who drafted it. In the event that any section, paragraph, sentence, clause, or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. Section 19: NO THIRD PARTY BENEFICIARY No provision of this Agreement is intended to, or shall be construed to, create any third party beneficiary or to provide any rights to any person or entity not a party to this Agreement, including but not limited to any citizen or employees of any party. Section 20: ASSIGNMENT No party may assign, mortgage, pledge, or encumber this Agreement in whole or in part, without prior written consent of the other party, which may be granted or withheld at the other party's absolute discretion. This provision shall be construed to include a prohibition against an assignment, mortgage, pledge, encumbrance or sublease, by operation of law, legal process, receivership, bankruptcy, or otherwise, whether voluntary or involuntary. Page 31 of 909 Section 21: SEVERABILITY If any term of the Agreement or the application thereof to any person or circumstance shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement, or the application of such term to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term of the Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 22: COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Section 23: EFFECTIVE DATE This Agreement is expressly contingent upon the approval of all Parties. and shall become effective only when signed by all Parties. [The remainder of the page had been intentionally left blank.] Page 32 of 909 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date and year first written above. CITY OF BOCA RATON Attest: By: Susan Saxton,City Clerk Name: Scott Singer Title: Mayor Date: APPROVED AS TO FORM AND LEGAL SUFFICIENCY- By- Diana UFFICIENCY:By: Diana Grub Frieser, City Attorney CITY OF DELRAY BEACH Attest: By: Katerri Johnson, City Clerk Name: Shelly Petrolia Title: Mayor Date: APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: Lynn Gelin, City Attorney CITY OF BOYNTON BEACH Attest: By: By: Crystal Gibson, City Clerk Name: Steven B. Grant Title: Mayor Date: APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: James Cherof, City Attorney Page 33 of 909 d t % Michael Gregory Vanessa Snow {,' TO: Chief of Police FROM: Assistant Chief ` n REF: Interlocal Agreement DATE: October 8,2019 Under cover is an interlocal agreement(ILA)between the City of Boynton Beach,the City of Delray Beach, and the City of Boca Raton to continue our respective partnerships with the Biology Processing Lab (BPL), which is located at 6500 Congress Avenue in Boca Raton. By way of background, the Boca Raton Police Department received a National Institute of Justice grant solicitation offered"novel ideas and processes that would provide a way to meet the needs of DNA Programs." The three main goals of the grant were: • Provide timely serological screening information to Boynton Beach Police Department,Delray Beach Police Department, and the Boca Raton Police Services Department, • Submit prescreened evidence to Palm Beach County Sheriff's Office's (PBSO)Forensic Biology Unit such that the DNA processing would begin upon evidence submission, and • Create a model for other jurisdictions to increase the efficiency of the DNA evidence analysis process. Since opening BPL in 2012,the Boynton Beach Police Department has been party to the ILA wherein BPL: • Gathers case information needed for DNA analysis, • Identifies biological evidence for future testing, • Swabs for touch and wearer DNA, and • Tests for serology. Statistics provided by BPL indicates of the three participating agencies, Boynton Beach has consistently been the primary contributor. And,more significantly, of the DNA submissions to BPL, 54%resulted in CODIS hits, which includes property and persons crimes where the profiles remain in the database for future investigative searches. Also included with this memo is the executed 2016 ILA between the City of Boynton Beach and the City of Boca Raton for review. It is my recommendation to forward the new ILA to City Hall for execution by Legal and the Mayor so our community can continue to benefit from the enhanced DNA analysis that BPL provides. Page 34 of 909 R INTER-LOCAL AGREEMENT THIS AGREEMENT, made and entered into the date provided hereafter by and between the City of Boca Raton, Florida, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter "BOCA RATON"), the City of Delray Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter "DELRAY BEACH"), and the City of Boynton Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter "BOYNTON BEACH"), and collectively referred to as the "Parties". WITNESSETH: WHEREAS, the Parties to this agreement are authorized pursuant to the Florida Interlocal Cooperation Act of 1969 as set forth in Section 163.01, et seq., Florida Statutes (hereinafter the "Act") to make efficient use of their respective powers, resources, authority and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby provide the facilities and efforts identified herein in the manner that will best utilize existing resources, powers and authority available to each of them; and WHEREAS, it is the purpose of the Act to provide a means by which BOCA RATON, DELRAY BEACH and BOYNTON BEACH may exercise their respective powers, privileges and authority which they may separately, but which pursuant to this Interlocal Agreement and the Act they may exercise collectively; and WHEREAS, BOCA RATON has entered into an Interlocal Agreement with the Sheriff's Office of Palm Beach County ("PBSO") relating to the operation of a Biology Processing Laboratory ("BPL") located at 6500 Congress Avenue in Boca Raton, Florida; and WHEREAS, the BPL provides certain services related to prescreening of DNA sample evidence; and WHEREAS, pursuant to the Interlocal Agreement with PBSO, all DNA sample evidence prescreened in the BPL will be given certain priority by the PBSO Forensic Biology Unit ("FIBLI") in the event DNA analysis is warranted; and WHEREAS, the Parties desire to pre-screen their respective DNA sample evidence in the BPL in that the Parties determined that such common use will better utilize municipal personnel and capital resources, increase the efficiency and effectiveness of prescreening DNA sample evidence, and provide for shared costs of person nel/o perati ng expenses; and WHEREAS, the Parties desire to enter into this Agreement to establish basic parameters for the implementation, operation, and maintenance and future Page 35 of 909 expansion of the BPL; and WHEREAS, entering into this Interlocal Agreement is in the best interests of the citizens of the Parties; and NOW THEREFORE, in consideration of the premises, mutual covenants, provisions and representations contained herein, constituting good and valuable consideration, the Parties hereto agree as follows: Section 1. STATEMENT OF PURPOSE The purpose of this Interlocal Agreement is to establish an agreement between BOCA RATON, DELRAY BEACH, and BOYNTON BEACH in regard to the operation of the Biology Processing Laboratory, located in the City of Boca Raton, which shall provide for pre-screening of DNA sample evidence for the parties. Section 2. DEFINITIONS 2.1 "Pre-screening" shall mean the process by which evidence is evaluated by an analyst to determine if there is usable and recoverable DNA in the sample. 2.2 "Touch DNA evidence" shall mean DNA evidence that is left behind from skin cells when a person touches or comes in contact with an item. Section 3. ADMINISTRATION AND SERVICES 3.1. BOCA RATON will own, manage and operate the BPL in return for providing pre-screening of DNA sample evidence for DELRAY BEACH and BOYNTON BEACH, processing of DNA sample evidence for the confirmation of blood and semen and swabbing items for touch DNA evidence. 3.2. BOCA RATON shall be the sole operator of the BPL. The operations shall include processing evidence for the confirmation of blood and semen and swabbing evidence for touch DNA evidence, 3.1 Following pre-screening at the BPL, all DNA sample evidence will be submitted to the PBSO Forensic Biological Unit for further DNA analysis. Pursuant to the Interlocal Agreement between BOCA RATON and PBSO, all evidence pre-screened at the BPL will be given priority for PBSO DNA analyst assignment, as provided in such Interlocal, a copy of which is attached hereto as Attachment "A". Page 36 of 909 Section 4. IMPLEMENTATION OF BPL 4.1. In the event the agreement between BOCA RATON and PBSO is terminated or in the event that the City of Boca Raton in its sole discretion ceases operation of the BPL this Interlocal Agreement shall immediately terminate and BOCA RATON shall have no further obligation to DELRAY BEACH or BOYNTON BEACH. 4.2 DELRAY BEACH and BOYNTON BEACH agree and understand that this agreement is non-exclusive, and that BOCA RATON may enter into additional agreements or amend this Interlocal Agreement to allow other governmental agencies to utilize the BPL. In the event BOCA RATON contracts with other governmental agencies, there shall be a corresponding and proportional decrease in the amount of the user fee and costs provided by DELRAY BEACH and BOYNTON BEACH, as set out in paragraph 5.5 of this Agreement. Section 5. BPL CENTER FOR OPERATIONS 5.1 . The BPL shall be located at 6500 Congress Avenue, Boca Raton, Florida in the Boca Raton Police Services training facility, 5,2, The Parties agree that the BPL operation, equipment, personnel and records will be maintained at the BPL. 5.3. DELRAY BEACH and BOYNTON BEACH agree to annually appropriate and pay to BOCA RATON a fee, in an amount equal to a proportional share of the costs to operate the BPL, as set forth in Section 5.4 of this Agreement. DELRAY BEACH and BOYNTON BEACH agree to make an annual payment to BOCA RATON for each of their proportional share of the fee within sixty (60) days of receipt of BOCA RATON's invoice showing the proportional share due, as detailed . 5.4. The fee shall be determined by BOCA RATON, in its sole discretion, through an annual calculation of the personnel costs, the cost of equipment and supplies, the cost of maintenance, the cost of utilities, and any other cost which is reasonably related to the operation of the BPL, 5,5. The annual cost for all operational expenditures, as defined in 5.4, shall be paid proportionately as follows: BOCA RATON - 34 PERCENT DELRAY BEACH - 33 PERCENT BOYNTON BEACH - 33 PERCENT Page 37 of 909 5.6. The amount of each proportional fee to be paid by DELRAY BEACH and BOYNTON BEACH for the initial year of this updated agreement shall be $59,360.00. 53. Following the initial year of this Interlocal Agreement, the fee shall be adjusted annually to reflect the proportional shares of the actual costs as defined in paragraph 5.4 of this Agreement. However, fees will not be increased more than 10% per year. 5.8 DELRAY BEACH and/or BOYNTON BEACH'S right to receive services at the BPL shall be immediately suspended if either fails to timely transmit to BOCA RATON its proportional payment as required under this Agreement, The suspension of the right to receive services at the BPL shall continue through the date the full payment is received by BOCA RATON. If a payment is not received by BOCA RATON within 60 days of the date of the non-paying party's receipt of the invoice from BOCA RATON, then BOCA RATON shall send to the non-paying party a notice of default. The non-paying party shall thereafter also pay a 10% penalty on the past due arrearages. If such past due arrearages plus the 10% penalty are not paid in full within 15 days of the date of notice of default, then BOCA RATON, in its sole discretion, shall have authority to terminate this Agreement in regard to the non-paying party. Section 6. PERSONNEL AND OPERATIONS 6.1 BOCA RATON shall employ two Forensic Analysts trained by PBSO FBU personnel to work at the BPL. 6.2 BOCA RATON shall be solely responsible for the hiring, supervision and evaluation and all aspects of employment for all personnel associated with the BPL, 6.3 BOCA RATON shall be solely responsible for the maintenance and repair of the BPL facility, 6.4 BOCA RATON shall be solely responsible for the operation of the BPL. Section 7. RECORDS 7.1 BOCA RATON shall be responsible for maintaining records of DNA sample evidence submitted by DELRAY BEACH and BOYNTON BEACH for the purpose of prescreening analysis in accordance with the PBSO Forensic Biology Laboratory standards, 7.2 DELRAY BEACH and BOYNTON BEACH agree to provide to BOCA Page 38 of 909 RATON, case dispositions for any items processed through the BPL as they become available. Section 8. DURATION AND TERMINATION 8.1. This Interlocal Agreement shall become effective upon being executed on behalf of each party and filed with the City Clerks of BOCA RATON, DELRAY BEACH and BOYNTON BEACH. This Interlocal Agreement shall remain in effect for five years and may be extended for additional five year terms upon written approval of the Parties, 82 DELRAY BEACH and BOYNTON BEACH agree that they shall not have any right to unilaterally terminate this Agreement and shall not terminate this Agreement for the period of two (2) years following its effective date. Thereafter, any Party may terminate its participation in this Interlocal Agreement for any reason upon one hundred eighty (180) days written notice to the other Parties. BOCA RATON may terminate its participation in this Interlocal Agreement as provided herein or as provided in paragraph 4.1. Upon termination, the terminating Party shall have no rights or privileges under this Agreement. Section 9. DISPUTE RESOLUTION 9.1 Any dispute as to the terms of this Interlocal Agreement shall be resolved, pursuant to dispute resolution process contained in Florida Statutes Chapter 164. 9.2 This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Palm Beach County, 9.3 By entering into this Agreement, the parties expressly waive any right either party may have to a trial by jury of any claim related to this Agreement. Section 11. LIABILITIES AND INDEMNITY 11.1. Each PARTY to this Agreement shall be liable for its own actions and negligence and, to the extent permitted by law, BOCA RATON shall be responsible to DELRAY BEACH and BOYNTON BEACH for any actions, claims or damages arising out of BOCA RATON'S negligence in connection with this Agreement, and DELRAY BEACH and BOYNTON BEACH shall each be individually responsible to BOCA RATON or to the other for any actions, claims or damages arising out of DELRAY BEACH and BOYNTON BEACH'S negligence in connection with the Agreement. Page 39 of 909 The foregoing shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statute, Section 768.28, or of any defense available to the PARTIES as set forth in Florida Statutes, Section 768.28 or any other provision of Florida law. Section 12. AMENDMENTS 12.1. Amendments to this Interlocal Agreement shall be made by unanimous consent of all the PARTIES in writing. In the event one or more additional persons request to be a Party to this Agreement, the PARTIES agree that an Amendment to this Agreement shall be required. Section 13. EXECUTION OF AGREEMENT, 13.1 This Agreement shall be executed on behalf of each Party by its authorized representative pursuant to an appropriate resolution of the respective local governmental unit. Each Party to this Agreement shall be bound to the terms of this Agreement as of the date it is signed by that Party. Section 14, SEVERABILITY 14.1, The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void or voidable, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void or voidable provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being held void should a provision which is of the essence of the Agreement be determined to be void by a court of competent jurisdiction. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date all signatures below are affixed. CITY OF BOCA RATON Attest: Date: By: City Clerk Name: Susan Haynie Page 40 of 909 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date all signatures below are affixed. CITY OF BOCA RATON Attest: , Date: e X By: City Clerk Name: Susan Haynie Title: Mayor Approved as to Form and Legal Sufficiency: f City Attorney W ATTEST: CITY OF DELRAY BEACH By: By: Date: APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: City Attorney ATTEST: CITY OF BOYNTON BEACH By: By: Date: APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: City Attorney Page 41 of 909 Title. Mayor Approved as to Form and Legal Sufficiency: By: City Attorney ATTEST: CITY OF DELRAY BEACH By:__...._ ___ 0y: Date: APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: City Attorney ATTEST: CITY OF OYNTON BE Y.'.9 r F°� 3 k/ ,u `� W I'S" V Date: I AF, "i r APPROVED AST FORM AND LEGAL SLJFFIC NCY { r By. ✓ City Attorney Page 42 of 909 6.B. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-072-Authorize the City Manager to sign a new three year agreement with Environmental Systems Research Institute (Esri)for a Small Government Enterprise License Agreement through with a total cost of$157,500 to continue the use of the Esri's ArcGIS geographic information system software platform. Explanation of Request: In 2017, having identified a growing need among City departments for the use of geographic information systems (GIS) software, it was resolved that the City should upgrade its license agreement with Esri (the software provider for our GIS) to the Small Government Enterprise License Agreement because it represented the best value for the expected rate of growth based on a comparison of alternatives. This was also a recommendation of the GIS strategic plan drafted in 2015. The investment has been very positive. Note that GIS is a system that allows the City to collect, store, manage, and share its spatial data- data that has location information. This has resulted in many new deliverables for the improvement of City services. Examples include digital mapping of Utilities infrastructure and assets as well as mobile apps for field personnel to work with the data; interactive maps detailing Public Works' pavement ratings and capital improvement strategy; a growing gallery of public apps and interactive maps providing a wide variety of information such as solid waste pickup days, vacant parcels, public art, parks, historical sites, land use, and our urban tree canopy; and mobile GIS apps for post-hurricane damage assessment. Additionally, it has enabled our Economic Development team to make use of Esri's Business Analyst software to maximize location data in their strategies with local business retention and recruitment. The previous three year agreement is expiring. The request is intended to maintain this resource to allow for the continued leveraging of this technology in the improvement of public service delivery. How will this affect city programs or services? This will maintain the capacity we invested in three years ago and have since leveraged to reinforce our digital government efforts across a variety of departments/divisions including Utilities, Public Works, Development, Planning and Zoning, Economic Development, among others. We currently have nearly 150 users across the City organization using our GIS software platform either via cloud and mobile applications or on their desktop. We expect this number to grow which is why we are requesting the renewal of this agreement. Fiscal Impact: Budgeted The total cost of this three year agreement will be $157,500. It will be divided up as follows: Year 1: $50,000 Year 2: $52,500 Year 3: $55,000 The funding is intended to be split 50/50 between the ITS Department and Utilities as under the previous agreement. Page 43 of 909 Account No. ITS: 001-1510-513.46-91 Utilities: 401-2821-536.46-91 Alternatives: The alternative is to return to a pre-2017 approach where departments would pay for licensing on a piecemeal basis. This would not allow for the level of use we are currently engaged in and it would be far less cost effective to purchase these licenses outside of the Small Government Enterprise License Agreement. The need for this added capacity and cost effectiveness is what spurred the adoption of the initial Small Government Enterprise License Agreement. Strategic Plan: Strategic Plan Application: It should be noted that geographic information systems (GIS) provides a support role to various strategic plan objectives by mapping and visualizing data for decision information in planning and zoning, sustainability, economic development, and other policy areas related to the Strategic Plan. Climate Action: Yes Climate Action Discussion: This reinforces several strategies of the updated 2020 Climate Action Plan. In relation to G-1.1 "Green Fleet", the GIS system provides route optimization for a variety of city services where vehicles are a key part of the delivery. The GIS system's routing optimization features can be used to assist in G-1.2 "Employee Commute Reduction". The GIS system plays a key role in fostering paperless processes internally, providing access to data through digital means. These tools can also assist in the realization of G-1.2 for employee commute reduction. GIS plays a support role in mapping and visualizing data related to climate action planning for decision information. By displaying spatial data through digital maps, the GIS system reduces paper and help implement G-3.1 "Green Office Practices". Is this a grant? No Grant Amount: Contracts Vendor Name: Environmental Systems Research Institute, Inc. Start Date: 8/1/2020 End Date: 7/31/2023 Contract Value: $157,500 Minority Owned Contractor?: No Extension Available?: No Page 44 of 909 Extension Explanation: ATTACHMENTS: Type Description D Resolution Resolution approving three year Agreement with ESRI for GIS D Addendum ESRI Small Government Enterprise License Agreement- Quote & Contract D Addendum ESRI Sole Source Letter D Attachment Sole Source Justification Page 45 of 909 1 RESOLUTION NO. R20- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE CITY 5 MANAGER TO SIGN A NEW THREE YEAR AGREEMENT 6 WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE 7 (ESRI) FOR A SMALL GOVERNMENT ENTERPRISE LICENSE 8 AGREEMENT THROUGH WITH A TOTAL COST OF $157,500 9 TO CONTINUE THE USE OF THE ESRI'S ARCGIS 10 GEOGRAPHIC INFORMATION SYSTEM SOFTWARE 11 PLATFORM; AND PROVIDING AN EFFECTIVE DATE. 12 13 WHEREAS, GIS is a system that allows the City to collect, store, manage, and 14 share its spatial data- data that has location information such as digital mapping of Utilities 15 infrastructure and assets as well as mobile apps for field personnel to work with the data; 16 interactive maps detailing Public Works' pavement ratings and capital improvement 17 strategy; a growing gallery of public apps and interactive maps providing a wide variety of 18 information such as solid waste pickup days, vacant parcels, public art, parks, historical 19 sites, land use, and our urban tree canopy; and mobile GIS apps for post-hurricane damage 20 assessment; and 21 WHEREAS, in 2017 it was decided that the City should upgrade its license 22 agreement with Esri(the software provider for our GIS)to the Small Government Enterprise 23 License Agreement because it represented the best value for the expected rate of growth 24 based on a comparison of alternatives; and 25 WHEREAS, as the previous three year agreement is expiring, this Agreement is 26 intended to maintain this resource to allow for the continued leveraging of this technology 27 in the improvement of public service delivery; and 28 WHEREAS, upon recommendation of staff, the City Commission does hereby 29 approve and authorize the City Manager to sign a new three year agreement with 30 Environmental Systems Research Institute (Esri) for a Small Government Enterprise 31 License Agreement through with a total cost of$157,500 to continue the use of the Esri's 32 ArcGIS geographic information system software platform. 33 NOW, THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF 34 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: S:ACA\RESO\Agreements\ESRI License Agreement(2020) -Reso.Docx Page 46 of 909 35 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 36 being true and correct and are hereby made a specific part of this Resolution upon adoption 37 hereof. 38 Section 2. The City Commission hereby approves and authorizes the City 39 Manager to sign a new three year agreement with Environmental Systems Research 40 Institute (Esri) for a Small Government Enterprise License Agreement through with a total 41 cost of $157,500 to continue the use of the Esri's ArcGIS geographic information system 42 software platform, a copy of which is attached hereto as Exhibit"A". 43 Section 3. That this Resolution shall become effective immediately. 44 45 PASSED AND ADOPTED this day of August, 2020 46 CITY OF BOYNTON BEACH, FLORIDA 47 YES NO 48 49 Mayor— Steven B. Grant 50 51 Vice-Mayor—Ty Penserga 52 53 Commissioner—Justin Katz 54 55 Commissioner—Woodrow L. Hay 56 57 Commissioner—Christina L. Romelus 58 59 VOTE 60 61 ATTEST: 62 63 64 65 Crystal Gibson, MMC 66 City Clerk 67 68 69 (Corporate Seal) 70 71 S:ACA\RESO\Agreements\ESRI License Agreement(2020) -Reso.Docx Page 47 of 909 ® THE Quotation # Q-389905 Gesn SCIENCE OF WHERE- Date:April 8, 2020 Environmental Systems Research Institute, Inc. Customer#101023 Contract#ENTERPRISE 380 New York St AGREEMENT Redlands, CA 92373-8100 Phone: (909)793-2853 Fax: (909)307-3049 City of Boynton Beach DUNS Number: 06-313-4175 CAGE Code: OAMS3 Information Technology Services P.O Box 310 Boynton Beach, FL 33425 To expedite your order,please attach a copy of ATTENTION: Yury Konnikov this quotation to your purchase order. PHONE: 561-742-6071 Quote is valid from:4/8/2020 To: 7/7/2020 EMAIL: konnikovy@bbfl.us Material Qty Term Unit Price Total 168179 1 Year 1 $50,000.00 $50,000.00 Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 168179 1 Year 2 $52,500.00 $52,500.00 Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 168179 1 Year 3 $55,000.00 $55,000.00 Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement Subtotal: $157,500.00 Sales Tax: $0.00 Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00 Total: $157,500.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. For questions contact: Email: Phone: Ben McCrary bmccrary@esri.com 704-541-9810 ext. 1666 x1666 The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at https:Hassets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf,and your applicable signed agreement with Esri. If no such agreement covers any item quoted,then Esri's standard terms and conditions found at httr)s:Hao.esri.com/MAPS apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer. Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. MCCRARYB This offer is limited to the terms and conditions incorporated and attached herein. Page 48 of 909 Esri Use Only: CuetName City of Boynton Beach 41 rwa ��������^ aos�ce Cu�� # ������ � | PO# =m�=�� � | �weae' EsriAgmoment#— 00285131.0' SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-3) ThisAgreennentisbyandbehweentheorganizationidentifiedintheQuotation (~Custmnner~)andEnvirmnnnenbu| Systems Research Institute, Inc. (~Esri~). This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i)the Quotation and (ii)the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i)the Quotation, (ii)this Agreement, and (iii)the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws ofthe state in which Customer is located without reference to conflict of laws prinoip|es, and the United States ofAmerica federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. Table A List of Products Uncapped Quantities Developer Tools Desktop Software and Extensions (Single Use) AroG|SEngine AroG|S Desktop Advanced AroG|S Engine Extensions: AroG|S 3D Analyst, AroG|S Desktop Standard AroG|SSpatial Analyst, AroG|S Engine Geodatabase AroG|S Desktop Basic Update, AroG|S Network Analyst, AroG|S Schematics AroG|S Desktop Extensions: AroG|S3OAnalyst, AroG|S Runtime (Standard) AroG|SSpatial Analyst, AroG|S Geostatistioa| AroG|S Runtime Analysis Extension Analyst, AnoG|SPublisher,AroG|SNetwork Analyst, AnoG|SSchematics, AroG|SWorkflow Limited Quantities Manager, AnoG|SData Reviewer One (1) Professional subscription toAroG|8Developer Two (2) EoriCityEngineSingle Use Licenses Enterprise Software and Extensions 25OAroG|8Online Viewers AroG|S Enterprise and VVVrkgroup 250AroG|8 Online Creators (Advanced and Standard) 37'5OOAroG|8Online Service Credits AroG|S Enterprise Extensions: AroG|S 3D Analyst, 250AroG|8 Enterprise Creators AroG|SSpatial Analyst, AroG|S Geostatistioa| 5 Insights inAroG|8 Enterprise Ana|yst, AnoG|S Network Analyst, ArcG|S 5 Insights in AroG|8 Online 5O TraokarforAmG|8 Enterprise Sohennatios. Aro(�|SVVVrkOow �Wanager 5OTracker for AroG|8Online 4AroG|G Parcel Fabric User Type Extensions(Enterprise) AroG|SMonitor 4AroG|G Utility Network User Type Extensions(Enterprise) Enterprise Additional Capability Servers AroG|SImage Server OTHER BENEFITS Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested* 2 Self-Paced e-Learning Uncapped_ Five percent (5%)discount on all individual commercially available instructor-led training classes at Esri I facilities purchased outside this Agreement *Additional sets ofbackup media may bepurchased for afee Page1ors February 1.unun Page 49Of909 Customer may accept this Agreement by signing and returning the whole Agreement with (i)the Quotation attached, (ii) a purchase order, or(iii)another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3)years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: City of Boynton Beach (Customer) By: Authorized Signature Printed Name: Title: Date: CUSTOMER CONTACT I TI Contact: Telephone: Address: Fax: City, State, Postal Code: E-mail: Country: Quotation Number(if applicable): Q-389905 Page 2 of 6 February 1,2020 Page 50 of 909 1.0—ADDMONAL DEMMONSCCS a L GRANT OF UCENSE In addition to the definitions provided in the Master 2.1 Grant of License. Subject to the terms and Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to Agreement: Customer a personal, nonexclusive, nontransferable license solely to use, copy, and "Case" means a failure of the Software or Online Deploy quantities of the Products listed in Services to operate according to the Documentation Table A—List of Products for the Term of where such failure substantially impacts operational Agreement (i)for the applicable Fee and (ii) in or functional performance. accordance with the Master Agreement. "Deploy", "Deployed" and "Deployment" mean to 2.2 Consultant Access. Esri grants Customer the redistribute and install the Products and related right to permit Customer's consultants or Authorization Codes within Customer's contractors to use the Products exclusively for organization(s). Customer's benefit. Customer will be solely responsible for compliance by consultants and "Fee" means the fee set forth in the Quotation. contractors with this Agreement and will ensure that the consultant or contractor discontinues "Maintenance" means Tier 2 Support, Product use of Products upon completion of work for updates, and Product patches provided to Customer Customer. Access to or use of Products by during the Term of Agreement. consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may "Master Agreement" means the applicable master not permit its consultants or contractors to install agreement for Esri Products incorporated by this Software or Data on consultant, contractor, or reference that is (i)found at https://www.esri.com/en- third-party computers or remove Software or us/legal/terms/full-master-agreement and available in Data from Customer locations, except for the the installation process requiring acceptance by purpose of hosting the Software or Data on electronic acknowledgment or (ii) a signed Esri Contractor servers for the benefit of Customer. master agreement or license agreement that supersedes such electronically acknowledged master agreement. 3.0—TERM, TERMNAMN, AND p�R TM "Product(s)" means the products identified in 3.1 Term. This Agreement and all licenses Table A—List of Products and any updates to the list hereunder will commence on the Effective Date Esri provides in writing. and continue for the duration identified in the Term of Agreement, unless this Agreement is "Quotation" means the offer letter and quotation terminated earlier as provided herein. Customer provided separately to Customer. is only authorized to use Products during the Term of Agreement. For an Agreement with a "Technical Support" means the technical limited term, Esri does not grant Customer an assistance for attempting resolution of a reported indefinite or a perpetual license to Products. Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other 302 No Use upon Agreement Expiration or type of Product corrections or modifications. Termination.All Product licenses, all Maintenance, and Esri User Conference "Tier 1 Help Desk" means Customer's point of registrations terminate upon expiration or contact(s)to provide all Tier 1 Support within termination of this Agreement. Customer's organization(s). 3.3 Termination for a Material Breach. Either party "Tier 1 Support" means the Technical Support may terminate this Agreement for a material provided by the Tier 1 Help Desk. breach by the other party. The breaching party will have thirty (30)days from the date of written "Tier 2 Support" means the Esri Technical Support notice to cure any material breach. provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 3A Termination for Lack of Funds. For an Agreement with government or government- owned entities, either party may terminate this Agreement before any subsequent year if Page 3 of 6 February 1,2020 Page 51 of 909 Customer is unable to secure funding through a. Tier 1 Support the legislative or governing body's approval process. 1. Customer will provide Tier 1 Support through the Tier 1 Help Desk to all .5 Follow-on Term. If the parties enter into Customer's authorized users. another agreement substantially similar to this Agreement for an additional term, the effective 2. The Tier 1 Help Desk will be fully trained in date of the follow-on agreement will be the day the Products. after the expiration date of this Agreement. . At a minimum, Tier 1 Support will include those activities that assist the user in 4.0—PRODUCT PRATES resolving how-to and operational questions as well as questions on installation and .1 Future Updates. Esri reserves the right to troubleshooting procedures. update the list of Products in Table A—List of Products by providing written notice to 4. The Tier 1 Help Desk will be the initial point Customer. Customer may continue to use all of contact for all questions and reporting of a Products that have been Deployed, but support Case. The Tier 1 Help Desk will obtain a full and upgrades for deleted items may not be description of each reported Case and the available. As new Products are incorporated into system configuration from the user. This the standard program, they will be offered to may include obtaining any customizations, Customer via written notice for incorporation into code samples, or data involved in the Case. the Products schedule at no additional charge. Customer's use of new or updated Products 5. If the Tier 1 Help Desk cannot resolve the requires Customer to adhere to applicable Case, an authorized Tier 1 Help Desk additional or revised terms and conditions in the individual may contact Tier 2 Support. The Master Agreement. Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make .2 Product Life Cycle. During the Term of solutions to problems available to Agreement, some Products may be retired or Customer's organization. may no longer be available to Deploy in the identified quantities. Maintenance will be subject 6. Tier 1 Help Desk individuals are the only to the individual Product Life Cycle Support individuals authorized to contact Tier 2 Status and Product Life Cycle Support Policy, Support. Customer may change the Tier 1 which can be found at Help Desk individuals by written notice to https://support.esri.com/en/other- Esri. resources/product-life-cycle. Updates for Products in the mature and retired phases may b. Tier 2 Support not be available. Customer may continue to use Products already Deployed, but Customer will 1. Tier 2 Support will log the calls received not be able to Deploy retired Products. from Tier 1 Help Desk. 2. Tier 2 Support will review all information collected by and received from the Tier 1 „ NECE Help Desk including preliminary documented troubleshooting provided by the Tier 1 Help The Fee includes standard maintenance benefits Desk when Tier 2 Support is required. during the Term of Agreement as specified in the most current applicable Esri Maintenance and 1 Tier 2 Support may request that Tier 1 Help Support Program document (found at Desk individuals provide verification of https://www.esri.com/en- information, additional information, or us/legal/terms/maintenance). At Esri's sole answers to additional questions to discretion, Esri may make patches, hot fixes, or supplement any preliminary information updates available for download. No Software other gathering or troubleshooting performed by than the defined Products will receive Maintenance. Tier 1 Help Desk. Customer may acquire maintenance for other Software outside this Agreement. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. Page 4 of 6 February 1,2020 Page 52 of 909 5. When the Case is resolved, Tier 2 Support Customer fails to pay any undisputed amount will communicate the information to Tier 1 owed on or before its due date. Esri may charge Help Desk, and Tier 1 Help Desk will Customer interest at a monthly rate equal to the disseminate the resolution to the user(s). lesser of one percent (1.0%) per month or the maximum rate permitted by applicable law on any overdue fees plus all expenses of collection 6.0—ENDORSEMENT AND PUBLICffY for any overdue balance that remains unpaid ten (10)days after Esri has notified Customer of This Agreement will not be construed or interpreted the past-due balance. as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize c. Esri's federal ID number is 95-2775-732. the existence of this Agreement. d. If requested, Esri will ship backup media to the ship-to address identified on the Ordering 7.0—ADMWSTRATWE REQWREMENTS Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that 7.1 OEM Licenses. Under Esri's OEM or Solution should sales or use taxes become due as a OEM programs, OEM partners are authorized to result of any shipments of tangible media, Esri embed or bundle portions of Esri products and has a right to invoice and Customer will pay any services with their application or service. OEM such sales or use tax associated with the receipt partners' business model, licensing terms and of tangible media. conditions, and pricing are independent of this Agreement. Customer will not seek any discount 3.2 Order Requirements. Esri does not require from the OEM partner or Esri based on the Customer to issue a purchase order. Customer availability of Products under this Agreement. may submit a purchase order in accordance with Customer will not decouple Esri products or its own process requirements, provided that if services from the OEM partners' application or Customer issues a purchase order, Customer service. will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, 7.2 Annual Report of Deployments. At each Customer will submit subsequent purchase anniversary date and ninety (90) calendar days orders to Esri at least thirty (30) calendar days prior to the expiration of this Agreement, before the annual anniversary date for each Customer will provide Esri with a written report year. detailing all Deployments. Upon request, Customer will provide records sufficient to verify a. All orders pertaining to this Agreement will be the accuracy of the annual report. processed through Customer's centralized point of contact. 8.0—ORDER�NG, ADMWSTRATWE b. The following information will be included in OCEUEELWEY,AND each Ordering Document: DEPLOYMENT (1) Customer name; Esri customer number, if known; and bill-to and ship-to addresses 3.1 Orders, Delivery, and Deployment (2) Order number (3) Applicable annual payment due a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection 9.0—MERGERS, c u0fl program that enables Customer to download, MVESflTURES operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the If Customer is a commercial entity, Customer will Fee up to thirty (30) calendar days before the notify Esri in writing in the event of(i) a annual anniversary date for each year. consolidation, merger, or reorganization of Customer with or into another corporation or entity; b. Undisputed invoices will be due and payable (ii) Customer's acquisition of another entity; or (iii) a within thirty (30) calendar days from the date of transfer or sale of all or part of Customer's invoice. Esri reserves the right to suspend organization (subsections i, ii, and iii, collectively Customer's access to and use of Products if referred to as "Ownership Change"). There will be Page 5 of 6 February 1,2020 Page 53 of 909 no decrease in Fee as a result of any Ownership D. Upon completion of the contract, Contractor shall Change. transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession. All records stored 9A If an Ownership Change increases the electronically by Contractor must be provided to the CITY, cumulative program count beyond the maximum upon request from the CITY's custodian of public records, level for this Agreement, Esri reserves the right in a format that is compatible with the information to increase the Fee or terminate this Agreement technology systems of the CITY. and the parties will negotiate a new agreement. 902 If an Ownership Change results in transfer or E. IF THE CONTRACTOR HAS QUESTIONS sale of a portion of Customer's organization, that REGARDING THE APPLICATION OF CHAPTER 119, portion of Customer's organization will transfer FLORIDA STATUES, TO THE CONTRACTOR'S DUTY the Products to Customer or uninstall, remove, TO PROVIDE PUBLIC RECORDS RELATING TO THIS and destroy all copies of the Products. CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: 9a3 This Agreement may not be assigned to a successor entity as a result of an Ownership CITY CLERK Change unless approved by Esri in writing in CITY OF BOYNTON BEACH advance. If the assignment to the new entity is P.O. BOX 310 not approved, Customer will require any BOYNTON BEACH, FLORIDA, 33425 successor entity to uninstall, remove, and 561-742-6061 destroy the Products. This Agreement will CITYCLERK@BBFL.US terminate upon such Ownership Change. 11.0—SCRUTINIZED COMPANIES 10.0—PUBLIC RECORDS LA" By execution of this Agreement, in accordance with the The City is public agency subject to Chapter requirements of F.S. 287-135 and F.S. 215.473, 119, Florida Statutes. The Contractor shall Contractor certifies that Contractor is not participating in a comply with Florida's Public Records Law. boycott of Israel. Contractor further certifies that Specifically, the Contractor shall: Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with A. Keep and maintain public records required Activities in Sudan List, and not on the Scrutinized by the CITY to perform the service; Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business B. Upon request from the CITY's custodian of operations in Syria. Subject to limited exceptions public records, provide the CITY with a copy provided in state law, the City will not contract for the of the requested records or allow the records provision of goods or services with any scrutinized to be inspected or copied within a reasonable company referred to above. Submitting a false time at a cost that does not exceed the cost certification shall be deemed a material breach of provided in chapter 119, Fla. Stat. or as contract. The City shall provide notice, in writing, to otherwise provided by law; Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from C. Ensure that public records that are exempt receipt of notice to refute the false certification allegation. or that are confidential and exempt from If such false certification is discovered during the active public record disclosure requirements are not contract term, Contractor shall have ninety (90) days disclosed except as authorized by law for the following receipt of the notice to respond in writing and duration of the contract term and, following demonstrate that the determination of false certification completion of the contract, Contractor shall was made in error. If Contractor does not demonstrate destroy all copies of such confidential and that the City's determination of false certification was exempt records remaining in its possession made in error then the City shall have the right to once the Contractor transfers the records in terminate the contract and seek civil remedies pursuant its possession to the CITY; and to Section 287.135, Florida Statutes, as amended from time to time. Page 6 of 6 February 1,2020 Page 54 of 909 SOLE SOURCE LETTER �� Environmental Systems Research Institute, Inc. Esri �§�,� n i F�,kf,� 380 New York Street Redlands, CA 92373 DATE: April 20, 2020 TO: City of Boynton Beach, FL FROM: Jackie Ricks, Esri Contracts and Legal Services RE: Esri Sole Source Justification for Small Municipal and County Government Enterprise Agreement This letter confirms Esri, as owner and manufacturer, is the sole source provider of all U.S. domestic Small Municipal and County Government Enterprise Agreements (EA). The Small Municipal and County Government EA is a bundled package of term limited software licenses and maintenance that includes the right to copy. Esri is the only source that can grant a right to copy and deploy Enterprise Software within your organization (Enterprise). Also, domestically Esri is the only source of maintenance (updates and technical support) for all Esri8 software. If you have further questions, please feel free to call our Contracts and Legal Services Department at 909-793-2853, extension 1990. Owl 1 e ] !fit&s (_'A 91373 Vowe 909-79',285") Ext- t-1990 J-8933-SGE/JR April 20,2020 Esri 380 New York St.,Redlands,CA 92373-8100,USA•TEL 909-793-2853•FAX 909-793-5953•E-MAIL info@esri.com•WEB www.esri.cPage 55 of 909 f Purchasing Division Sole/Single Source Justification Form This form shall be completed and approved prior to all sole source purchases Sole Source Definition-Commodities or contractual services available only from a sole source may be exempt from the quote or competitive process under the following circumstances: a. There is only one source or one reasonable source for the required commodity, service, or construction, or; b. The parts or accessories are an integral repair accessory compatible with existing equipment and are the only parts that can be reasonably used, or; c. The procurement is needed to ensure consistency in results as related to other products or standardization of parts or supplies as required to avoid unreasonable cost or inefficiency Single Source Definition-A procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. d Department Information Technology Services pp,,, Division A lications Support Point of Contact Yury Konnikov Phone Number 561-742-6071 74�%,SsiSj 477 r 4fi,{{ i f PIP Company Name Environmental Systems Research Institute, Inc. (Esri) Address 380 New York Street, Redlands, CA 92373 Phone Number 909-793-2853, extension 1990 ..,Wv u Point of Contact and Title Jackie Ricks, Contract Coordinator What other vendors were None, this is the only vendor that provides this product and they do not use contacted? (List company resellers in the US`. name, contact, and phone number and explain why they were not suitable) r },r 2 } `fs r� }�s-`r }Stt a t + � } `ftl `� tl: ,. .:. rs ,f;,t h{tl t Vr rl r r III{t} t}�,s 1�)rS yyr r rt Sl r-s ,hS ysls}li ylsS rsli r V r,iFr, lz 4,or,{ } rf,t,S ,ir Product/Service Name ( Small Government Enterprise Agreement _____ ........... Manufacturer Make/Model# Price , �with 0C7D P,. .N LDidyou negotiate the terms or pricehe vendor, Yes L� No Why is this price considered to be fair and reasonable?The total price of this 3-year contract represents a total increase of 5%over the previous 3-year contract. Negotiations yielded a reduction in half of the proposed 1 Page 56 of 909 i Purchasing Division Sole/Single Source Justification Form _ overall increase. Note, some products have been added to this contract bundle that were not available under the previous one. Will this purchase obligate the City to a particular vendor in the future?(Either in terms of maintenance, services, or re-purchase for compatibility reasons) ❑Yes ❑ No Yes for the actual software, but not for services 1hatcan W rovI J d dor this software; This is a sole source because(choose any that apply): Sole provider of a licensed or patented good or service ❑ Single Source provider of items compatible with existing equipment, inventory, systems, programs, or services. ❑ Single Source provider of goods and services for which the city has established a standard. (new standards require the competitive solicitation process) ❑ Single Source of factory-authorized warranty service ❑ Sole provider of goods or services that will meet the specialized needs of the City or perform the intended function (please detail below or reference an attachment). q ❑ The vend orldistributor is the owner of used equipment that would represent a best-value purchase for the City and is advantageous to the City. (Please provide information on current market prices, availability, etc.) What necessary features does this vendor provide which are not available from other vendors? Please be specific. This vendor provides the City's Geographic Information Systems software platform. Othervendorsdo not have this suite nor anywhere near the level of features that we use x t £ � ,,fix;— V, ,�m`!s "' ., yi,f, ,d„,7 ,.>,£i iS ..rI�1 ire ; t(,'h'%a, , i..'` ,.k�,.s £ ., `,':_.., ,,,££ (4s rt 's: �5,1 irk .kk�,£ £ 71,77 Attach documentation to substantiate this sole source claim including but not limited to: vendor quotes, product manuals,sole source letters, and patents or copyrights. 7777 v^:il —,777-737,1 t''nfir"3 * .k, 1!111 i'llmi'm 1, y aepartment''s recommendation for a sole source purchase is based upon an objective review of the product/service required and appears to be in the best interest of the City. I know of no conflict of interest on my part nor do I have any personal involvement in any way with this request. No gratuities, favors or compromising action have taken place. Neither has my personal familiarity with particular brands, types of equipment, materials, or firms been a deciding influence on my request to sole source this purchase when there are other known suppliers that exist. 1. Department Director Electronically approved by John McNally 071151202.0_ Signature Date _. __ _. 2. Purchasing Manager/Finance Director Based on the information provided in Sections A and B and the attached supporting documents, I recommend j ❑ 1 do not recommend ❑ this being certified as a sole source. Required 1 not required ❑to be advertised for a period of 7 business days before award. t � 6 r Signature Date 2 Page 57 of 909 6.C. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-073-Approve and authorize the City Manager to sign the Statement of Work Summary from ERMProtect(Enterprise Risk Management) to purchase and implement Qualys advanced threat detection and patch management software to monitor, detect, remediate and prevent cybersecurity events on our City computer assets. Explanation of Request: The Qualys software modules in this purchase perform threat detection, alerting and prevention, as well as system vulnerability assessments and remediation. These modules will be implemented to monitor and remediate City, Utilities and Police Department networks and computer assets How will this affect city programs or services? Cybersecurity event detection and prevention are vital to our organization's operational success. The Qualys system provides an additional high level of security and protection from cybersecurity incidents. Fiscal Impact: Budgeted Funding will be from account#001-1510-513.46-91 (Software Maintenance). Alternatives: N/A Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 58 of 909 ATTACHMENTS: Type Description D Resolution Resolution approving Statement of Work Summary Wth Qualys D Quotes ERM Protect Statement of Work Summary D Attachment GSA Contract Information Page 59 of 909 1 RESOLUTION NO. R20- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE CITY 5 MANAGER TO SIGN THE STATEMENT OF WORK SUMMARY 6 FROM ERMPROTECT (ENTERPRISE RISK MANAGEMENT) 7 TO PURCHASE AND IMPLEMENT QUALYS ADVANCED 8 THREAT DETECTION AND PATCH MANAGEMENT 9 SOFTWARE TO MONITOR, DETECT, REMEDIATE AND 10 PREVENT CYBERSECURITY EVENTS ON OUR CITY 11 COMPUTER ASSETS; AND PROVIDING AN EFFECTIVE 12 DATE. 13 14 WHEREAS, Cybersecurity event detection and prevention are vital to our 15 organization's operational success; and 16 WHEREAS, the Qualys system provides an additional high level of security and 17 protection from cybersecurity incidents by performing threat detection, alerting and 18 prevention, as well as system vulnerability assessments and remediation; and 19 WHEREAS, these modules will be implemented to monitor and remediate City, 20 Utilities and Police Department networks and computer assets; and 21 WHEREAS, the City Commission of the City of Boynton Beach upon 22 recommendation of staff, deems it to be in the best interest of the citizens and residents to 23 approve and authorize the City Manager to sign the Statement of Work Summary from 24 ERMProtect(Enterprise Risk Management) in the amount of$42,000.00 to purchase and 25 implement Qualys advanced threat detection and patch management software to monitor, 26 detect, remediate and prevent cybersecurity events on our City computer assets. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION 28 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 29 Section 1. The foregoing"Whereas" clauses are hereby ratified and confirmed 30 as being true and correct and are hereby made a specific part of this Resolution upon 31 adoption. S:ACA\RESO\Agreements\Agreementwith Qualys(Cyber security)-Reso.docx Page 60 of 909 32 Section 2. The City Commission of the City of Boynton Beach, Florida, 33 hereby approves and authorizes the City Manager to sign the Statement of Work Summary 34 from ERMProtect(Enterprise Risk Management)in the amount of$42,000.00 to purchase 35 and implement Qualys advanced threat detection and patch management software to 36 monitor, detect, remediate and prevent cybersecurity events on our City computer assets. 37 A copy of the signed Statement of Work Summary is attached hereto and incorporated 38 herein as Exhibit"A". 39 Section 3. That this Resolution shall become effective immediately. 40 PASSED AND ADOPTED this 21st day of July, 2020. 41 CITY OF BOYNTON BEACH, FLORIDA 42 YES NO 43 44 Mayor— Steven B. Grant 45 46 Vice Mayor—Ty Penserga 47 48 Commissioner—Justin Katz 49 50 Commissioner—Woodrow L. Hay 51 52 Commissioner— Christina L. Romelus 53 54 VOTE 55 ATTEST: 56 57 58 Crystal Gibson, MMC 59 City Clerk 60 61 62 (Corporate Seal) S:ACA\RESO\Agreements\Agreementwith Qualys(Cyber security)-Reso.docx Page 61 of 909 ,',RmDm ERMProtect F11 419M Cvbersect,6tv Sol;A`ons Statement of Work Summary The following describes the assessment scope, estimated duration and professional consulting fees related to the requested engagement. Customer Name: City of Boynton Beach Address: 100 East Ocean Avenue Boynton Beach, FL 33435 A. Scope To provide the client with the following: 1. Qualys a. Qualys Express Suite (Part#: Q-ESUITE) • Includes unlimited user accounts • 240 email and telephone Customer Support • Free certification and training • PCI is bundled for free with External IPs only • Unlimited Scheduled and On-Demand security scans • Unlimited network discovery maps • Remediation workflow management • Interactive and Template based reporting (Patch, Exec, Scorecard, etc.) Quantity: I b. Express VM Package (internal VMs) (Part#: Q-X-VS-PKG) Quantity: 2,560 c. Qualys Virtual Scanner--Annual Subscription (Part#: VS) Quantity: 1 d. Qualys Patch Management (PM)—Annual Subscription (Part#: Q-S-PM) Quantity: 1,000 e. Express VM Packages (External Only) + PCI (Part#: Q-XP-PKG) Quantity: 16 f. Qualys Virtual Scanner-Annual Subscription (Part#: Q-VS) • Daily vulnerability signature updates & maintenance Quantity: 1 g. Qualys Cloud Agent for VM (Part#: Q-X-CAP-VM) • Provides real-time VM assessment across millions of IT assets on-premise, elastic environments or endpoints Quantity: 1,000 2020 ERMProtect All rights reserved.CONFIDENTIAL&PROPRIETARY The content, information, templates and methodologies expressed, embodied and/or utilized herein constitute confidential and proprietary information and/ortrade secrets belonging to ERMProtect("ERMProtect")and,except as otherwise expressly authorized in a written agreement with ERMProtect,shall not be disclosed,reproduced,disseminated,transferred or otherwise used in any manner directly or indirectly by any recipient hereof without the prior written permission of ERMProtect. Page 62 of 909 ,',Mm ERMprotect F11 419M Cvb(,.rsect,6tv Sol;A'ons Statement of Work Summary B. Deliverables As listed in the scope above. C. Professional Fees The cost for the Qualys product will be$42,000. D. Payment of Fees Payment term is Net 30 in accordance with GSA agreement. Payment will be made via check, mailed to— ERMProtect, 800 S. Douglas Road,#940N, Coral Gables, FL 33134. E. GSA Contract The client may choose to purchase via ERMProtect's GSA contract number: GS-35F-0417X. F. Scheduling To schedule our consultant's time and coordination efforts to begin, ERMProtect requires a signed copy of this quote document. G. Non-Solicitation The client will not, directly or indirectly, for itself or for any other person,firm, corporation, partnership, association or other entity which competes in any manner with ERMProtect solicit or offer employment of any nature or attempt to enter into any contractual arrangement with any ERMProtect employee. H. Public Agency The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; @ 2020 ERMProtect All rights reserved.CONFIDENTIAL&PROPRIETARY The content, information, templates and methodologies expressed, embodied and/or utilized herein constitute confidential and proprietary information and/ortrade secrets belonging to ERMProtect("ERMProtect")and,except as otherwise expressly authorized in a written agreement with ERMProtect,shall not be disclosed,reproduced,disseminated,transferred or otherwise used in any manner directly or indirectly by any recipient hereof without the prior written permission of ERMProtect. Page 63 of 909 ,',Mm ERMprotect F11 419M Cvb(,.rseu,6tv Sol;A'ons Statement of Work Summary C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 100 EAST OCEAN AVE. BOYNTON BEACH, FLORIDA, 33435. 561-742-6061. Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety(90)days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 2020 ERMProtect All rights reserved.CONFIDENTIAL&PROPRIETARY The content, information, templates and methodologies expressed, embodied and/or utilized herein constitute confidential and proprietary information and/ortrade secrets belonging to ERMProtect("ERMProtect")and,except as otherwise expressly authorized in a written agreement with ERMProtect,shall not be disclosed,reproduced,disseminated,transferred or otherwise used in any manner directly or indirectly by any recipient hereof without the prior written permission of ERMProtect. Page 64 of 909 ,',RmDm ERMprotect F11 419M Cvb(,.rsect,6tv Sol;A'ons Statement of Work Summary DISPUTES Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. G. Approval If you agree with the provisions of this proposal, please indicate your acceptance by endorsing the signature line below and returning a copy to me via fax number+1-305-447-6752. Do not hesitate to contact me directly should you have any questions or require further information. Thank you once again for the opportunity and your cooperation. — - For: ERMProtect For: City of Boynton Beach Print Name: Silka M. Gonzalez Print Name: Lori LaVerriere Date: Date: 2020 ERMProtect All rights reserved.CONFIDENTIAL&PROPRIETARY The content, information, templates and methodologies expressed, embodied and/or utilized herein constitute confidential and proprietary information and/ortrade secrets belonging to ERMProtect("ERMProtect")and,except as otherwise expressly authorized in a written agreement with ERMProtect,shall not be disclosed,reproduced,disseminated,transferred or otherwise used in any manner directly or indirectly by any recipient hereof without the prior written permission of ERMProtect. Page 65 of 909 fl� IV ot UI.S.,GeneralSeryices,AdmiriisIra fion Cy"b d GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The Internet address for GSA Advantage!is: htt2:llwww.gsaadvaiiLage.gov WORLDWIDE FEDERAL SUPPLY SCHEDULE CONTRACT SCHEDULE TITLE: GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE,AND SERVICES FSC GROUP: 70 CONTRACT NUMBER: GS-35F-0417X PERIOD COVERED BY CONTRACT: June 9,2011 -June 8,2021 Enterprise Risk Management, Inc. (dba ERMProtect) 800 S.Douglas Road,9940N Coral Gables,FL 33134 (P) (305)447-6750 (F) (305)447-6752 http://ww enirisk.coni/ CONTRACTOR'S ADMINISTRATION SOURCE: Silka M Gonzalez President Phone: 305-447-6750 Email: infokemrisk.com General Services Administration Management Services Center Acquisition Division Modification#PO-0004,dated June 9,2016 Business Size: SBA certified 8(a)/WOSB/EDWOSB/SBA Certified Disadvantage Business DUNS: 610144201 For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at litip://iNww.fss.gsa.gov. Enterprise Risk Management,Inc. GS-35F-0417X I Page 66 of 9 9 TABLE OF CONTENTS GSA AWARDED TERMS AND CONDITIONS ENTERPRISE RISK MANAGEMENT,INC. ......................3 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE(SPECIAL ITEM NUMBER 132-50)...................................................................................................................................... 6 DESCRIPTION OF TRAINING COURSES(SIN 132-50).................................................................................. 8 TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY(IT)PROFESSIONAL SERVICES(SPECIAL ITEM NUMBER 132-51) ..............................................................................................22 LABOR CATEGORY DESCRIPTIONS(SIN 132-51)......................................................................................26 Enterprise Risk Management,Inc. GS-35F-0417X 2 Page 67 of 909 GSA AWARDEDTERMS AND CONDITIONS ENTERPRISE RISK MANAGEMENT,INC. Ia. TABLE OF AWARDED SPECIAL ITEM NUMBERS(SINS) SPECIAL ITEM NUMBER 132-50-TRAINING COURSES(FPDS Code U012) SPECIAL ITEM NUMBER 132-51-INFORMATION TECHNOLOGY(IT) PROFESSIONAL SERVICES FPDS Code D301 IT Facility Operation and Maintenance FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D308 Programming Services FPDS Code D310 IT Backup and Security Services FPDS Code D311 IT Data Conversion Services FPDS Code D313 Computer Aided Design/Computer Aided Manufacturing(CAD/CAM)Services FPDS Code D316 IT Network Management Services FPDS Code D317 Creation/Retrieval of IT Related Automated News Services,Data Services,or Other Information Services(All other information services belong under Schedule 76) FPDS Code D399 Other Information Technology Services,Not Elsewhere Classified Note 1: All non-professional labor categories must be incidental to and used solely to support hardware,software and/or professional services,and cannot be purchased separately. Note 2: Offerors and Agencies are advised that the Group 70—Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include,but are not limited to,architectural, engineering,mapping,cartographic production,remote sensing,geographic information systems,and related services.FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services. Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services,except for the provision of implementation,maintenance,integration,or training services in direct support of a product.Under such circumstances the services must be performance by the publisher or manufacturer or one of their authorized agents. lb. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: See attached GSA Awarded Pricelist la. HOURLY RATES(Services Only): See attached GSA Awarded Pricelist 2. MAXIMUM ORDER: SIN: 132-50: 525,000 SIN: 132-51: 5500,000 *If the"best value"selection places your order over this Maximum Order identified in this catalog/pricelist,you have an opportunity to obtain a better schedule contract price.Before placing your order,contact the aforementioned contractor for a better price.The contractor may(1)offer a new price for this requirement;(2)offer the lowest price available under this contract;or(3)decline the order.A delivery order that exceeds the maximum order may be placed under the Schedule contract in accordance with FAR 8.404 Enterprise Risk Management,Inc. GS-35F-0417X 3 Page 68 of 909 3. MIMINUM ORDER: $100 4. GEOGRAPHIC COVERAGE: Domestic and overseas delivery. 5. POINT(S)OF PRODUCTION:N/A 6. DISCOUNT FROM LIST PRICES: Refer to attached Awarded Pricelist 7. QUANTITY DISCOUNT(S): 2%for orders over$100,000 for both SIN 132-50 and SIN 132-51 8. PROMPT PAYMENT TERMS:Net 5% 10 days for both SIN 132-50 and SIN 132-51 9a. Government purchase cards are accepted at or below the micro-purchase threshold 9b. Government purchase cards are not accepted above the micro-purchase threshold 10. FOREIGN ITEMS:N/A 11 a. TIME OF DELIVERY: To be negotiated at the task order level I lb. EXPEDITED DELIVERY: To be negotiated at the task order level I lc. OVERNIGHT AND 2-DAY DELIVERY: To be negotiated at the task order level I Id. URGENT REQUIREMENTS: To be negotiated at the task order level 12. FOB POINT: Destination 13a. ORDERING ADDRESS: Enterprise Risk Management,Inc. 800 S.Douglas Road,4940N, Coral Gables,FL 33134. P:+1.305.447.6750 F:+1.305.447.6752 13b. ORDERING PROCEDURES: For supplies and services,the ordering procedures,information on Blanket Purchase Agreements(BPA's)are found in FAR 8.405-3 14. PAYMENT ADDRESS: Enterprise Risk Management, Inc. 800 S.Douglas Road, 4940N,Coral Gables,FL 33134. P: +1.305.447.6750 F: +1.305.447.6752 15. WARRANTY PROVISION:N/A 16. EXPORT PACKING CHARGES:N/A 17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: Accepted at or below the micro-purchase threshold 18. TERMS AND CONDITIONS OF RENTAL,MAINTENANCE,AND REPAIR(if applicable). N/A Enterprise Risk Management,Inc. GS-35F-0417X 4 Page 69 of 909 19. TERMS AND CONDITIONS OF INSTALLATION(IF APPLICABLE):N/A 20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES(IF AVAILABLE):N/A 20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES(IF APPLICABLE):N/A 21. LIST OF SERVICE AND DISTRIBUTION POINTS(IF APPLICABLE):N/A 22. LIST OF PARTICIPATING DEALERS(IF APPLICABLE):N/A 23. PREVENTIVE MAINTENANCE(IF APPLICABLE):N/A 24a. SPECIAL ATTRIBUITES SUCH AS ENVIRONMENTAL ATTRIBUTES(e.g. recycled content,energy efficiency,and/or reduced pollutants):N/A 24b. Section 508 Compliance for EIT: as applicable 25. DUNS NUMBER: 610144201 26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT(SAM)DATABASE: Active Enterprise Risk Management,Inc. GS-35F-0417X 5 Page 70 of 909 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132-50) 1. SCOPE a. The Contractor shall provide training courses normally available to commercial customers,which will permit ordering activity users to make full,efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation. b. The Contractor shall provide training at the Contractor's facility and/or at the ordering activity's location,as agreed to by the Contractor and the ordering activity. 2. ORDER Written orders,EDI orders(GSA Advantage! and FACNET),credit card orders,and orders placed under blanket purchase agreements(BPAs)shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name,course title,course date and time,and contracted dollar amount of the course. 3. TIME OF DELIVERY The Contractor shall conduct training on the date(time,day,month,and year)agreed to by the Contractor and the ordering activity. 4. CANCELLATION AND RESCHEDULING a. The ordering activity will notify the Contractor at least seventy-two(72)hours before the scheduled training date,if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge.In the event the training class is rescheduled,the ordering activity will modify its original training order to specify the time and date of the rescheduled training class. b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a,above,the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety(90)days from the original course date,at no additional charge. C. The ordering activity reserves the right to substitute one student for another up to the first day of class. d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity,the Contractor must notify the ordering activity at least seventy-two(72)hours before the scheduled training date. 5. FOLLOW-UP SUPPORT The Contractor agrees to provide each student with unlimited telephone support or online support for a period of one (1)year from the completion of the training course.During this period,the student may contact the Contractor's instructors for refresher assistance and answers to related course curriculum questions. Enterprise Risk Management,Inc. GS-35F-0417X 6 Page 71 of 909 6. PRICE FOR TRAINING The price that the ordering activity will be charged will be the ordering activity training price in effect at the time of order placement,or the ordering activity price in effect at the time the training course is conducted, whichever is less. 7. INVOICES AND PAYMENT Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course. Charges for training must be paid in arrears(31 U.S.C. 3324).PROMPT PAYMENT DISCOUNT,IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 8. FORMAT AND CONTENT OF TRAINING a. The Contractor shall provide written materials(i.e.,manuals,handbooks,texts,etc.)normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class. b. **If applicable**For hands-on training courses,there must be a one-to-one assignment of IT equipment to students. C. The Contractor shall provide each student with a Certificate of Training at the completion of each training course. d. The Contractor shall provide the following information for each training course offered: (1) The course title and a brief description of the course content,to include the course format (e.g.,lecture,discussion,hands-on training), (2) The length of the course, (3) Mandatory and desirable prerequisites for student enrollment, (4) The minimum and maximum number of students per class, (5) The locations where the course is offered, (6) Class schedules;and (7) Price(per student,per class(if applicable)). e. For those courses conducted at the ordering activity's location,instructor travel charges(if applicable),including mileage and daily living expenses(e.g.,per diem charges)are governed by Pub.L. 99-234 and FAR Part 31.205-46,and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule,as applicable,in effect on the date(s)the travel is performed. Contractors cannot use GSA city pair contracts.The Industrial Funding Fee does NOT apply to travel and per diem charges. f. For Online Training Courses,a copy of all training material must be available for electronic download by the students. g. For Client's LMS Deployed SCORM Module,one SCORM dispatch module per training course will be provided to load onto the Client's Learning Management System(LMS). h. For ERMProtect's Cloud Based LMS Module,each user will be provided login credentials to ERMProtect's Cloud Training Platform where the user can complete the training. 9. "NO CHARGE" TRAINING The Contractor shall describe any training provided with equipment and/or software provided under this contract,free of charge,in the space provided below. Not Applicable Enterprise Risk Management,Inc. GS-35F-0417X 7 Page 72 of 909 DESCRIPTION OF TRAINING COURSES(SIN 132-50) Information Security-Basics and Awareness Brief Description: The training course covers the basic aspects of information security and awareness. The course is meant for students with minimal knowledge in the concepts of information security. This could include administrative staff, non-technical staff, management, and anyone else that may be interested in gaining a basic overview of how he/she can help the organization in protecting its information assets and improving its information security defenses by exercising and promoting an—attitude of security. Approximate Training Time:2–3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Data Privacy Brief Description: The training course covers key concepts in data privacy and how it applies in the regulatory landscape.The course will include non-technical aspects of data privacy that focus more on the implications for the organization as a whole. Senior management and top-level management would benefit most from this course as it delves into key regulatory compliance aspects as well as short-term and long-term organizational strategy. Approximate Training Time:2–3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Regulatory Compliance and Information Security Brief Description: The training course aims to educate students on information security centric regulatory compliance requirements,applicability,and issues. Depending on the organization in question,the training course shall focus on applicable information security related regulations and standards. These include,but not limited to, the Bank Secrecy Act(BSA), Gramm-Leach-Bliley Act(GLBA), the Fair and Accurate Credit Transactions Act (FACTA),the Sarbanes-Oxley Act(SOX),the Health Insurance Portability and Accountability Act(HIPAA),the Health Information Technology for Economic and Clinical Health Act(HITECH),the Family Education Rights and Privacy Act(FERPA),and the Payment Card Industry Data Security Standard(PCI DSS).This course will be most helpful to implementers of regulatory compliance measures in organizations and also to senior and top management. Approximate Training Time:2–3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Network Security and iEthical Hacking Brief Description:The training course provides students with an in-depth insight into how hackers operate,the tools and techniques they use,and an overall picture of the modus operandi of hackers.This course will help in obtaining Enterprise Risk Management,Inc. GS-35F-0417X 8 Page 73 of 909 a detailed understanding of hackers and also teach students on how ethical hacking can be used to secure organizations. Such an understanding is helpful to design the defensive strategy of the organization and to know the enemy better. The course will cover fundamental concepts in ethical hacking and explain different methodologies and practices used to conduct ethical hacking tests. The course shall be technical in nature but non-technical audiences are encouraged to attend. This is not a hands-on course which teaches students how to hack.Rather,it is a course that will provide students with an understanding of how hackers function.The course will be most beneficial to technical staff and information security staff. Senior and top management will also find this course beneficial as will any other non-technical staff member that may be interested. Approximate Training Time:2–3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Ethical Hacking Live Demonstration Brief Description: The training course is a great supplement to the Network Security and Ethical Hacking course. This course provides a more practical and demonstrative perspective on ethical hacking and the tools and techniques used by hackers. The course shall be highly technical in nature. Non-technical audiences may attend if interested, but might require more effort to follow and benefit from the course.The course will be most beneficial to technical staff and information security staff. Senior and top management may attend to gain an idea of how hackers attack organizations.While they may not follow the technical aspects of the course,it will be helpful in putting things into perspective. Approximate Training Time:2–3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Social Engineering Brief Description: The training course aims to strengthen the weakest link in information security–people.Non- technical methods of hacking into organizations and compromising information have proven to be very effective over the years. This course delves into social engineering techniques that aim to exploit the inherent helpfulness, gullibility, and psyche of human nature. Social engineers manipulate employees into unwittingly divulging confidential information that can provide the criminals with access into the target organization's computer systems, devices, databases, and other critical technical infrastructure elements. Being aware of social engineering is very important for organizations to fortify their—human firewallll. Students will learn about the latest techniques in use that are successfully penetrating organizations. Students will also understand the different methodologies that can be used to raise the level of security awareness in an organization and its employees.The awareness that this course will generate will be invaluable to all employees of organizations and can help incorporate an atmosphere of information security and responsible attitudes at the organization.Employees from all departments are encouraged to attend,as are senior and top management. Approximate Training Time:2–3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Enterprise Risk Management,Inc. GS-35F-0417X 9 Page 74 of 909 Security Breaches and Investigation Brief Description:The training course helps students understand the implications and aftereffects of an information security breach. The course delves into details of how an information security breach should be handled at an organization, the regulatory implications, the technical and strategic implications, the process of investigating a breach,and how remediation should be approached. When protected data is lost,you must move quickly to protect customers, comply with disclosure laws, and avoid damaging front-page headlines. This course will help students learn the critical steps to take immediately after a data breach to comply with new laws and prevent legal,financial, and reputational damage. Students will learn how to secure their organization against a data breach. Lastly, the course will review case studies to illustrate some of the hidden and surprising data security dangers that may lurk in organizations. Some knowledge of digital forensics will be helpful, although not required, for this course. This course may include a live demonstration. This course will benefit technical staff, information security staff, and implementers of regulatory compliance measures in particular. Senior and top management will also gain important insights from this course. Approximate Training Time:4—5 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Business Continuity Planning Brief Description:The training course provides students with an understanding of business continuity planning that they can take back to their organizations. The course covers important regulatory and implementation aspects of business continuity planning. Students will learn what goes into strategizing,designing,creating,implementing,and testing a robust and successful business continuity plan. Students will also learn the distinction between a business continuity plan and a disaster recovery plan. This course is specifically directed at technical staff, information security staff,implementers of regulatory compliance,business continuity planning teams,senior management and top management. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Vulnerability Assessment Brief Description:The training course guides students on the advantages and strengths of vulnerability assessment and how it can be effectively used to fortify and organization's information security defenses.The course will touch upon various tools and techniques for vulnerability assessment, strategic planning, effectively performing vulnerability assessments,and how to use results for improving the information security defenses of an organization. While large portions of the course will be technical in nature,non-technical students may attend if interested. This course will benefit technical staff, information security staff, and implementers of regulatory compliance. Senior and top management will benefit too in gaining an understanding of what goes behind a successful vulnerability assessment and how it can be a useful tool for organizations. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Enterprise Risk Management,Inc. GS-35F-0417X 10 Page 75 of 909 Digital Forensics Brief Description: The training course helps students gain the necessary understanding and training on digital forensic methods. Digital forensics is an important tool for security incident response and security breach investigation.This course will teach students the investigation methodology,evidence acquisition method,evidence preservation, evidence analysis, evidence examination, as well as data recovery and reporting. This course will conclude with a live demonstration and case study of a digital forensic investigation.The live demonstration of this course will be very technical in nature. The theoretical sections of the course,while technical,will be explained in non-technical terms as well to encourage more inclusion of non-technical audiences who can benefit from the course. This course will benefit technical staff, information security staff, and implementers of regulatory compliance. Senior and top management are highly encouraged to attend,as are non-technical employees who have an interest in digital forensics and wish to learn. Approximate Training Time:3—4 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Web Application Security and Ethical Hacking Brief Description: The training course will teach the concepts of web application security. The course will delve into methods,techniques, and tips for securing web-based applications and the typical flaws that come about with them.Ethical hacking concepts will then be discussed in order to use it as an effective tool to integrate security into web-based applications. The course will be technical in nature and will mainly benefit technical staff,information security staff,and implementers of regulatory compliance.Non-technical employees with an interest are encouraged to attend. Senior and top management can gain useful insights by attending and are also encouraged to attend. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Web Application Hacking Live Demonstration Brief Description: The training course is a great supplement to the Web Application Security and Ethical Hacking course. This course provides a more practical and demonstrative perspective on web application hacking and the tools and techniques used by hackers.The course will provide students with a more practical understanding of how to minimize critical web application security problems. The live demonstration will show students how application hacking techniques can be used to secure organizational web applications and also demonstrate how hackers exploit common vulnerabilities affecting systems such as e-commerce websites, online banking systems, shopping carts, etc. The course shall be highly technical in nature. Non-technical audiences may attend if interested, but might require more effort to follow and benefit from the course. The course will be most beneficial to technical staff and information security staff. Senior and top management may attend to gain an idea of how hackers attack organizations.While they may not follow the technical aspects of the course,it will be helpful in putting things into perspective. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Enterprise Risk Management,Inc. GS-35F-0417X 11 Page 76 of 909 Mobile Device;Security Brief Description: The training course provides students with an understanding of the very real emerging threat of mobile device security.Organizations are increasingly dependent on mobile devices either directly or indirectly, and it has become difficult to ignore the security issues that have accompanied these devices.The capabilities and flexibilities provided by mobile devices such as cellular phones, laptop computers, Personal Digital Assistants (PDAs),portable storage devices, and several other such gizmos have also brought along new entry routes for hackers to penetrate organizations. This course helps students learn how to protect organizational mobile devices by understanding the common threats that affect them and the countermeasures available to minimize the risk of physical loss/theft as well as logical information compromise. Students will also gain tips and advice on how to use mobile devices in public areas, on the move,or about town in a secure manner. Overall, students will learn the smart approach to manage risks associated with mobile resources assigned to employees.Employees from all departments are encouraged to attend,as are senior and top management. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location: This course is available at the customer location,within any city in the United States of America and any other city worldwide. Additional reimbursements will be charged for travel, expenses, and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Viruses and Malware Brief Description: The training course aims to teach students the basics of viruses and malware. The course will describe the ever-changing landscape of viruses,malware,and malicious code and how this affects organizations and productivity. The course will also delve into techniques and tips on how employees across the spectrum can improve their organization's resistance to viruses and malware. Students will develop a more cautious and responsible attitude towards viruses and malware as a result of this course. This is a basic course aimed at generating awareness. Employees from all departments are encouraged to attend, as are senior and top management. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location: This course is available at the customer location,within any city in the United States of America and any other city worldwide. Additional reimbursements will be charged for travel, expenses, and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Pandemic Flu Awareness and Prevention Brief Description: The training course aims to generate awareness of the very real threat posed by pandemic flu and outbreaks. Some regulations now require that employees be trained and made aware of pandemic flu and how to prevent its proliferation. The course explains the necessary steps to ensure that the effects of a pandemic outbreak on normal organizational operations are minimized.The course also teaches the important elements that go behind creating a successful pandemic prevention program and how an organization should prepare,respond, and recover in the event of a pandemic.Regulatory compliance implementers will gain the most from this course. Employees from all departments are also highly encouraged to attend,as are senior and top management. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location: This course is available at the customer location,within any city in the United States of America and any other city worldwide. Additional reimbursements will be charged for travel, expenses, and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Enterprise Risk Management,Inc. GS-35F-0417X 12 Page 77 of 909 Identity Theft and Risk Assessments Brief Description: The training course delves into the real and emerging threat of identity theft and how it affects organizations today. Students will be able to identify and conquer their concerns about identity theft by gaining the insight and information needed to address the looming problem. Students will learn about the most vulnerable aspects of most organizations,and how risk assessments can be used as an effective tool to not only plug the security holes but also help avoid financial disaster for organizations and their customers.The course also discusses identity theft regulations that have come to the fore under the Fair and Accurate Credit Transactions Act(FACTA). Students will gain an overview of the FACTA and learn about the components of a compliant Identity Theft Prevention Program.Students will also learn about the critical components to combat identity theft,including employee training, policies and procedures, service provider oversight, and enforcement. Regulatory compliance implementers will gain the most from this course.Employees from all departments are also highly encouraged to attend,as are senior and top management. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. PCI DSS Compliance Brief Description:The training course is focused on the Payment Card Industry Data Security Standard(PCI DSS). Students will gain an overview of the PCI DSS and what it entails. Students will be able to identify what it takes to be compliant with the requirements set forth by the PCI DSS.The PCI DSS imposes rigorous and often complicated data security standards on anyone who accepts, stores,and/or processes credit cards and payments. Organizations must comply with these complicated data security standards or risk revocation of their card-processing privileges at best,or heavy fines from credit card companies at worst. This course will serve as a great guide to students on the PCI DSS and will enable students to help their organization comply with the standard. Regulatory compliance implementers will gain the most from this course. Employees from all departments are also highly encouraged to attend,as are senior and top management. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. E-Discovery Brief Description: The training course helps students understand Electronic Discovery (EDiscovery) and what it entails. The course will discuss the amendments to the U.S.Federal rules of civil procedures regarding E-Discovery and examine the requirements for retrieval,production,and preservation of electronic evidence.The course will also explore guidelines for submitting subpoenas to third parties, the business challenges of e-discovery, and the consequences of noncompliance.It is important to note that Enterprise Risk Management,Inc.is not a legal expert and that all information provided as a part of this course is focused on technical and business strategy aspects related to e-discovery. Regulatory compliance implementers will gain the most from this course. Senior and top management are highly encouraged to attend. Approximate Training Time:2—3 hours depending on student involvement and interaction. Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. Enterprise Risk Management,Inc. GS-35F-0417X 13 Page 78 of 909 Webinars Brief Description: All training courses mentioned and described above are provided by Enterprise Risk Management,Inc. as webinars as well in order to offer flexibility in terms of time and location. Approximate Training Time: Same as the individual training course time. Location: Since the training course will be offered online as a webinar,this is available at practically any location where a student can connect a basic computer to an Internet connection.Due to the web-based nature of this training, no additional reimbursements for expenses are involved. Class Size:Any number of students can access the webinar as it is online in nature. CISSP Examination Preparation Class Brief Description: The training course helps students preparing for the Certified Information Systems Security Professional(CISSP)certification examination.The CISSP is one of the most coveted and sought-after certifications in the information security industry. CISSP certified professionals are able to lift their professional careers to the next level and their organizations benefit heavily from the expertise and knowledge of their CISSP employees. Students of this training course will be guided through an interactive week of sessions that will cover every area of the CISSP examination and provide tips,case studies,and guidelines that will equip students to take the examination with confidence. The training course will cover the following key examination areas— • Security and Risk Management • Asset Security • Security Architecture and Engineering • Communications and Network Security • Identity and Access Management • Security Assessment and Testing • Security Operations • Software Development Security All employees preparing to take the CISSP certification examination will greatly benefit from this course. Approximate Training Time: 5 days of training sessions with 8 hours of training per day (plus a 1 hour break for lunch). Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. ISO 27000 Audit Training Brief Description: The ISO 27001 Internal Auditor Course will help delegates comprehend and develop the skills necessary to perform internal audits as mandated by the requirements of the ISO Standard. Upon successful completion the delegates will be prepared to carry out the internal audit necessary for the organization to comply with ISO 27001 requirements. During training,candidates will learn how to initiate,prepare,conduct and finalize an audit. The course will include guidance from the ISO 19011: 2002 Guidelines for quality and/or environmental management systems auditing.In addition,through the use of case studies,the course delegates will be taught overall principles of auditing and learn the details and rationale behind ISO 27001 requirements. Delegates will receive, Course Outline and Notes(consisting of copies of the instructors slides),Case Studies and accompanying exercises, and copies of the ISO 27001 and the ISO 19011 standards. The course instructor will provide the delegates with an evaluation based upon participation and comprehension determined through the case study exercises. The course will consist of instructor's presentations, classroom discussions, case study reviews and associated exercises. Approximately 50%of the course involves practical activities. The final exercise for delegates is drafting an actual audit report based upon a case study. Enterprise Risk Management,Inc. GS-35F-0417X 14 Page 79 of 909 Approximate Training Time: 3 days of training sessions with 8 hours of training per day (plus a 1 hour break for lunch). Location:This course is available at the customer location,within any city in the United States of America and any other city worldwide.Additional reimbursements will be charged for travel,expenses,and any other incidentals. Class Size:Maximum of twelve(12)students per session.No minimum requirement. ISO 27000 Implementation Training Brief Description: The ISO 27001 implementation course gives corporate and institutional information security professionals the knowledge to implement and maintain an ISO 27001 compliant Information Security Management System. Delegates will receive practical knowledge for defining, implementing and maintaining an ISMS in accordance with ISO 27001 requirements and the ISO 27002 guidelines.During training,candidates will learn how to initiate,define,implement and maintain an ISO 27001 compliant ISMS. The course will include guidance from the ISO 27002 Code of Practice(best practice guide to the application of information security controls)In addition, through the use of case studies,the course delegates will be given practical instruction on: • ISMS definition • Defining Information Security policies Enterprise Risk Management,Inc. GS-35F-0417X 15 Page 80 of 909 ERMProtect Learning Management System (LMS) Modules ERMProtect's Cloud Based LMS Module This training course module is hosted on ERMProtect's cloud and is offered to clients on a"per user" basis. The specific topic of the training course can be selected from the list of topics provided in the "Training Topics" section of below. The training course module has two (2)variants— 1. Whiteboard Animation 2. Interactive Game The client may select the variant that they like for a specific topic. If a client wishes to select both variants, each variant is treated as one (1)training course module. Client's LMS Deployed SCORM Module This training course module is hosted on the client's Learning Management System (LMS) and is offered to clients on a"per SCORM module"basis.The SCORM module plugs directly into the client's LMS and can then be used by learners at the client's organization. The specific topic of the training course can be selected from the list of topics provided in the "Training Topics" section of below. The training course module has two(2)variants— 1. Whiteboard Animation 2. Interactive Game The client may select the variant that they like for a specific topic. If a client wishes to select both variants, each variant is treated as one (1)training course module. Enterprise Risk Management,Inc. GS-35F-0417X 16 Page 81 of 909 Training Topics The topics provided below are a representative listing of available topics. If a client requires a different/custom topic,that can be provided as well. 1. Email Security 2. Password Security 3. Smartphone Security 4. Smartphone Security#2 5. Social Engineering 6. IoT 7. Social Media 8. Ransomware 9. Phishing 10. Security On the Move 11. New Employee 12. Working From Home 13. Cybercrimes 14. Clean Desk 15. Web Browser 16. Vishing 17. Hacked But Don't Know It 18. Insider Threat 19. Physical Security 20. Data Leaks 21. Cloud Security 22. DDoS Attacks 23. Security vs. Compliance 24. Business Continuity 25. Security During Mergers and Acquistions 26. Information Security Return On Investment 27. Intellectual Property 28. Information Disposal 29. 3rd Parry Vendor 30. NIST 31. HIPAA 32. PCI 33. PHI 34. GDPR 35. PII 36. HITECH Enterprise Risk Management,Inc. 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SCOPE a. The prices,terms and conditions stated under Special Item Number 132-51 Information Technology Professional Services apply exclusively to IT Professional Services within the scope of this Information Technology Schedule. b. The Contractor shall provide services at the Contractor's facility and/or at the ordering activity location,as agreed to by the Contractor and the ordering activity. 2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives(April 2000) a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract. b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements. C. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable,ordering activities shall consider establishing incentives where performance is critical to the ordering activity's mission and incentives are likely to motivate the contractor.Incentives shall be based on objectively measurable tasks. 3. ORDER a. Agencies may use written orders,EDI orders,blanket purchase agreements,individual purchase orders,or task orders for ordering services under this contract.Blanket Purchase Agreements shall not extend beyond the end of the contract period;all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232- 19(Deviation—May 2003)Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract.In the event of conflict between a task order and the contract,the contract will take precedence. 4. PERFORMANCE OF SERVICES a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity. b. The Contractor agrees to render services only during normal working hours,unless otherwise agreed to by the Contractor and the ordering activity. C. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner. d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations,as applicable,in effect on the date(s)the travel is performed.Established Federal Government per diem rates will apply to all Contractor travel. e. Contractors cannot use GSA city pair contracts. Enterprise Risk Management,Inc. GS-35F-0417X 22 Page 87 of 909 5. STOP-WORK ORDER(FAR 52.242-15)(AUG 1989) (a) The Contracting Officer may,at any time,by written order to the Contractor,require the Contractor to stop all, or any part, of the work called for by this contract for a period of 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 Contracting Officer shall either- (1) Cancel the stop-work order;or (2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government,clause of this contract. (b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price,or both,and the contract shall be modified,in writing,accordingly,if- (1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to,the performance of any part of this contract;and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage;provided,that,if the Contracting Officer decides the facts justify the action,the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. (c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government,the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. (d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow,by equitable adjustment or otherwise,reasonable costs resulting from the stop-work order. 6. INSPECTION OF SERVICES In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212- 4 CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I OCT 2008) (DEVIATION I—FEB 2007)applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract. 7. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws,ordinances,and regulations(Federal, State,City,or otherwise)covering work of this character.If the end product of a task order is software,then FAR 52.227-14(Dec 2007)Rights in Data —General,may apply. 8. RESPONSIBILITIES OF THE ORDERING ACTIVITY Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Professional Services. Enterprise Risk Management,Inc. GS-35F-0417X 23 Page 88 of 909 9. INDEPENDENT CONTRACTOR All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor,and not as an agent or employee of the ordering activity. 10. ORGANIZATIONAL CONFLICTS OF INTEREST a. Definitions. "Contractor"means the person,firm,unincorporated association,joint venture,partnership,or corporation that is a party to this contract. "Contractor and its affiliates"and"Contractor or its affiliates"refers to the Contractor,its chief executives, directors,officers,subsidiaries,affiliates,subcontractors at any tier,and consultants and any joint venture involving the Contractor,any entity into or with which the Contractor subsequently merges or affiliates,or any other successor or assignee of the Contractor. An "Organizational conflict of interest" exists when the nature of the work to be performed under a proposed ordering activity contract,without some restriction on ordering activities by the Contractor and its affiliates,may either(i)result in an unfair competitive advantage to the Contractor or its affiliates or(ii) impair the Contractor's or its affiliates' objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid,neutralize,or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract.Examples of situations,which may require restrictions,are provided at FAR 9.508. 11. INVOICES The Contractor,upon completion of the work ordered,shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate.Progress payments shall be based upon completion of defined milestones or interim products.Invoices shall be submitted monthly for recurring services performed during the preceding month. 12. PAYMENTS For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers,the prices stipulated in this contract for service rendered and accepted.Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4(MAR 2009)(ALTERNATE I–OCT 2008)(DEVIATION I–FEB 2007) applies to time-and-materials orders placed under this contract.For labor-hour orders,the Payment under Time-and- Materials and Labor-Hour Contracts at FAR 52.212-4(MAR 2009)(ALTERNATE I–OCT 2008)(DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and- Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition As prescribed in 16.601(e)(3),insert the following provision: (a)The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation. Enterprise Risk Management,Inc. GS-35F-0417X 24 Page 89 of 909 (b)The offeror must specify fixed hourly rates in its offer that include wages,overhead,general and administrative expenses,and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by— (1) The offeror; (2) Subcontractors;and/or (3) Divisions,subsidiaries,or affiliates of the offeror under a common control. 13. RESUMES Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request. 14. INCIDENTAL SUPPORT COSTS Incidental support costs are available outside the scope of this contract.The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR. 15. APPROVAL OF SUBCONTRACTS The ordering activity may require that the Contractor receive,from the ordering activity's Contracting Officer,written consent before placing any subcontract for furnishing any of the work called for in a task order. 16. DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING Please refer to the sections of this document that follow. Enterprise Risk Management,Inc. GS-35F-0417X 25 Page 90 of 909 LABOR CATEGORY DESCRIPTIONS (SIN 132-51) IT Security/Assurance Functional Senior Consultant Knowledge and Experience • A minimum of nine(9)years of direct professional experience and subject matter expertise in one or more service line: information security, risk management, digital forensics, information technology (IT) audits, regulatory compliance,and/or attestation services. • Comprehensive knowledge and wealth of professional experience in information security,risk management, digital forensics,information technology(IT)audits,regulatory compliance,and/or attestation services. Duties and Functional Responsibilities • Work as project team members and oversee allocated aspects of projects. • Prepares project plan and provide projects technical quality control • Oversee,mentor,and work with subordinate team members on projects. Education and Qualifications • Master's Degree in Computer Science,Information Systems,Information Security,Engineering,or arelated, highly specific technical field. • Multiple reputed,industry-specific certifications including(but not limited to)the following- - Certified Information Systems Security Professional(CISSP) - Certified Information Systems Auditor(CISA) - Certified Information Systems Manager(CISM) - Certified Information Technology Professional(CITP) - Certified Public Accountant(CPA) - GIAC Security Essentials Certification(GSEC) - GIAC Systems and Network Auditor(GSNA) - Microsoft Certified Professional(MCP) - Certified Wireless Network Administrator(CWNA) - Payment Card Industry Qualified Security Assessor(PCI QSA) - Payment Application Qualified Security Assessor(PA QSA) - Payment Card Industry Approved Scanning Vendor(PCI ASV) - ISO 27001:2005 ISMS Lead Auditor - ISO 27001:2005 ISMS Lead Implementer • Required to demonstrate continuous improvement and contribution in various knowledge domains via industry articles,presentations,seminars,training programs,and other active involvements both in industry and academia. IT Security/Assurance Functional Consultant Knowledge and Experience • A minimum of six (6)years of direct professional experience and subject matter expertise in one or more service line: information security, risk management, digital forensics, information technology (IT) audits, regulatory compliance,and/or attestation services. • Extensive knowledge and professional experience in information security, risk management, digital forensics,information technology(IT)audits,regulatory compliance,and/or attestation services. Duties and Functional Responsibilities • Work as project team members and oversee allocated aspects of projects. • Prepares project plan and provide projects technical quality control. • Oversee,mentor,and work with subordinate team members on projects. Enterprise Risk Management,Inc. GS-35F-0417X 26 Page 91 of 909 Education and Qualifications • Master's Degree in Computer Science,Information Systems,Information Security,Engineering,or arelated, highly specific technical field. • Multiple reputed,industry-specific certifications including(but not limited to)the following- - Certified Information Systems Security Professional(CISSP) - Certified Information Systems Auditor(CISA) - Certified Information Systems Manager(CISM) - Certified Information Technology Professional(CITP) - Certified Public Accountant(CPA) - GIAC Security Essentials Certification(GSEC) - GIAC Systems and Network Auditor(GSNA) - Microsoft Certified Professional(MCP) - Certified Wireless Network Administrator(CWNA) - Payment Card Industry Qualified Security Assessor(PCI QSA) - Payment Application Qualified Security Assessor(PA QSA) - Payment Card Industry Approved Scanning Vendor(PCI ASV) - ISO 27001:2005 ISMS Lead Auditor - ISO 27001:2005 ISMS Lead Implementer • Required to demonstrate continuous improvement and contribution in various knowledge domains via industry articles,presentations,seminars,training programs,and other active involvements both in industry and academia. IT Security/Assurance Project Team Leader Knowledge and Experience • A minimum of four(4)years of direct professional experience and subject matter expertise in one or more service line: information security, risk management, digital forensics, information technology (IT) audits, regulatory compliance,and/or attestation services. • Substantial knowledge and professional experience in information security, risk management, digital forensics,information technology(IT)audits,regulatory compliance,and/or attestation services. Duties and Functional Responsibilities • Work as project team members under the supervision of senior team members. • Perform implementation-level tasks on projects under the direction and guidance of senior team members. Education and Qualifications • Master's Degree in Computer Science,Information Systems,Information Security,Engineering,or arelated, highly specific technical field. • At least one,industry-specific certification including(but not limited to)the following- - Certified Information Systems Security Professional(CISSP) - Certified Information Systems Auditor(CISA) - Certified Information Systems Manager(CISM) - Certified Information Technology Professional(CITP) - Certified Public Accountant(CPA) - GIAC Security Essentials Certification(GSEC) - GIAC Systems and Network Auditor(GSNA) - Microsoft Certified Professional(MCP) - Certified Wireless Network Administrator(CWNA) - Payment Card Industry Qualified Security Assessor(PCI QSA) - Payment Application Qualified Security Assessor(PA QSA) - Payment Card Industry Approved Scanning Vendor(PCI ASV) - ISO 27001:2005 ISMS Lead Auditor - ISO 27001:2005 ISMS Lead Implementer • Required to demonstrate continuous improvement and contribution in various knowledge domains via industry articles,presentations,seminars,training programs,and other active involvements both in industry and academia. Enterprise Risk Management,Inc. GS-35F-0417X 27 Page 92 of 909 GSA Approved Labor Categories UNIT Proposed SIN GSASERVICE PROPOSED(e.g. Labor Category/Task) OF ISSUE GSA Rate w/ (e.g.Hour, IFFi Task,or Sq ft) 132-51 IT Security/Assurance Functional Senior Consultant Hour $181.36 132-51 IT Security/Assurance Functional Consultant Hour $163.22 132-51 IT Security/Assurance Project Team Leader Hour $145.09 Enterprise Risk Management,Inc. GS-35F-0417X 28 Page 93 of 909 6.D. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Approve an increase to the estimated annual expenditure of the US Communities Contract# R-TC-17006 with Amazon Business in the amount of$25,000, increasing the estimated annual expenditure from$40,000 to $65,000 Explanation of Request: Current Contract Term: January 19, 2017- January 18, 2022 On September 6, 2018, the City Commission approved the utilization of Contract# R-TC-17006 with Amazon Business for the estimated annual expenditure of$40,000. Expenditures have increased due to Amazon's overall low pricing and an increase in spending in regards to PPE, cleaning equipment and supplies. As well as an increase in spending in regard to all commodities from computer equipment to hard to find vehicle parts. How will this affect city programs or services? This will enable the City to access an alternate source for supplies. Fiscal Impact: Budgeted Funds are budgeted and available for multiple accounts covering hardware, tools, computer supplies, PPE and miscellaneous supplies for the estimated amount of$65,000. FY 17/18 expenditures were $27,511.40 FY 18/19 expenditures were $30,327.16 FY 19/20 expenditures to date are $43,033.46 Alternatives: To not approve and seek an alternate source for supplies Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Page 94 of 909 Grant Amount: ATTACHMENTS: Type Description D Addendum Amazon Contract Page 95 of 909 Prince Wilfim Coin PUBLIC SCHOOL S ProvldingA World-Class Rdife4tivis CONTRACT NUMBER: R-TC-17006 This Contract entered into this 19th day of January 2017 ___Py, Amazon Services.LLC,Amazon Business,325 9_th Avenue N.,Seattle, WA 98•#09. hereinafferreferred to as the "Contractor"and Prince fflklam.County School Board,P.O.Box 389,Manamws. YA 20108 hereinafter refeffed to as the 'Prince William County Public Schools", 'Purchasing Agency"or"PWCS': WITNESSETH that the Contractor and PWCS, in consideration of the mutual covenants, promises and agreements herein contained, agree as follows. 1. SCOPE OF CONTRACT: Contractor shall provide an On-Line Marketplace for the Purchase of Products and Services in accordance with the Statement of Needs, General Terms and Conditions and Special Terms and Conditions stated herein. 2. CONTRACT DOCUMENTS; The contract documents shall consist of the following: 2.1. This signed Contract document; 2.2. Memorandum of Negotiations dated Januar y 19., 2017. 3. CONTRACT TERM AND RENEWAL: 3.1. The initial term of this contract shall be from the date of award,January 19, 2017 to January 18, 2022, with the option to renew for three(3) additional two(2)-one-year periods, upon mutual written consent of the parties to the contract. Proposed prices shall remain firm for the Initial term of the contract. 4, CONTRACT ADMINISTRATORIPROJECT MANAGER: The following PWCS employees are identified to use all powers under the contract to enforce its faithful performance: 4,1. CONTRACT ADMINISTRATOR: As the Contract Administrator, the following individual, or his/her designee, shall serve as the interpreter of the conditions of the contract and shall use all powers under the contract to enforce its faithful performance. (MIALI Agayr Page 96 of 909 4.2. PROJECT MANAGER: The following Individuals shall work directly with the Contractor in scheduling and coordinating work, answering questions in connection with the scope of work, and providing general direction under ti the resulting contract: is 5. TIME OF PERFORMANCE., In accordance with Contractor's proposal, Section 4.2.2. and 5.3.2. 6. PRICING: In accordance with Contractor's proposal, Section 4.2.1. 7. PAYMENT TERMS: In accordance with Contractors proposal, Section 5.3.6. Prince William County does not discriminate against faith-based organizations in accordance with the Code of Virginia, §2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. This contract shall constitute the whole agreement between the patties. There are no promises, terms and conditions, or obligations other than those contained herein, and this contract shall supersede all previous communications, representations, or agreements, written or verbal, between the parties hereto related to the provision of goods (including leases thereog, services and/or insurances described herein. IN WITNESS THEREOF, the parties have caused this Contract to be executed by the following duly authorized officials: CONTRACTOR- PU CHASING Authorized Signature u orized Signa re pre � t� ^�- - r_ �IrmTcTotty. CPPD. C.P.M. Type Name Type Name \f L<_e- yr4_ ri -e Supervisor of Purchasing Title Title Date Date Page 97 of 909 Prince Wilham.C P U B L I C 5 C H . 0 L S FravidingA Marld ClassAdrecation MEMORANDUM OF NEGOTIATIONS R-TC-17006 Dated:January 19,2017 Prince William County Schools (hereinafter called PWCS) and Amazon Services, LLG (hereinafter called the Contractor) hereby agree to the following in the execution of Contract RTC-17006 for On-Line Marketplace for the Purchases of Products and Services. The final Contract contains the following documents listed in the order of precedence: a. Contractor's proposal dated October 14, 2016; b. Contractor's response to Clarification Questions dated October 31, 2016, attached,, c. PWCS's Request for Proposal, R-TC-1 7006 and all Addendum#1 d. Contractor's Business Accounts Terms and Conditions (currently available at https:tfwww,amazon.com/gp-/heli)/customerldisPlay.html?nodeld=201613180), attached; e. PWCS's General Terms and Conditions, Section 11 (RFP— Revised 12/16116), attached; f. This Memorandum of Negotiations; g. Any subsequent modifications to the Contract, 1. The contract term shall remain as originally issued in the RFP, as follows: 9.1. The initial term of this contract shall be five years (5)from the date of award to December 30, 2021, with the option to renew for three-two (2) year periods, upon mutual written consent of the parties to the contract. 2. Amazon Whispercast is not being offered upon award but will remain in scope for future offerings by the Contractor. In addition, all new Amazon business opportunities may be modified to the Contract by mutual agreement between the Contractor and PWCS. LEGAL Page Page 98 of 909 f I�` If Memorandum of Negotiations R-TC-17006 Page 2 F 3. The following provision is added to PWCS Special Terms and Conditions: 10.7 NOTICE OF DEFERRAL UNDER FEDERAL GRANT UNIFORM GUIDANCE_ As permitted under the rule published at 80 FR 54407, Prince William County g y 2017 p Schools is electing to defer until Jul 1, , the implementation of the procurement provisions of the Uniform Guidance, as detailed in 2 CFR 200 subsections .317 through .326. During this period, we will continue to operate under the guidance of 44 C.F.R. § 13.36(a)-(i) (States, Local and Tribal governments) and 2 C.F.R. 215.40-48 (Institutions of Higher Education, Hospitals, and Private Non-Profits). This provision shall constitute the documentation of this decision as required, and shall be deemed incorporated into our internal procurement policies. 4. Contractor's response to Clarification Questions dated October 31, 2016, Question #1: The State of Iowa is hereby removed as an excluded state and allowed use of the Master Agreement award. is ACCEPTED BY: I Contractor Authorized Signature Date ` VicC1fO- s-ij - w Title - 14341 f Jim Totty, P. , CPO Date �f Supervisor of Pu cha ng l i t LEGAL Page 99 of 909 I 6.E. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Accept the Fiscal Year 2019-2020 Budget Status Report of the General Fund and the Utilities Fund for the nine (9) month period ended June 30, 2020, Unaudited. Explanation of Request: This report summarizes the adopted funding sources and expenditure budgets for the City's General Fund and Utility Fund for the nine (9) month period ended J une 30, 2020 (75% of the fiscal year). The analysis compares: • Actual results for the current period to the annual budget • Actual results for the same period of the prior year annual budget How will this affect city programs or services? The annual budget is what provides and controls the resources for City programs and services. Fiscal Impact: The annual budget and results to date for the General Fund and Utility Fund. GENERALFUND FY 2019-20 FY 2018-19 FY 2020 vs. 2019 Annual Actual to Date Annual Actual to Date Budget Actual Budget Amount % Budget Amount % % % Revenues $ 96,437 $ 84,695 88% $ 91,124 $ 79,023 87% 5.8% 7.2% &Transfers Expenditures $(96,437) $(72,352) 75% $(91,124) $(69,363) 76% 5.8% 4.3% Excess (Deficit) $- $ 12,343 $ $ 9,660 The General Fund chart above reflects revenue in excess of expenditures (dollars in thousand) yielding a $12.3M surplus for the period ending June 30, 2020. Revenues & Transfers (Exhibit A) — Budgeted Funding Sources: Property taxes and other revenues provide funding sources of $79.81VI or 83% of our total $96.41VI General Fund budget estimate for FY 2019- 20. Transfers from other funds (non-revenues) provide $16.6M or 17% of the total funding sources. These three major estimated funding sources are summarized as follows: 1. 40% - $ 38.81VI —Property taxes less Tax Increment Financing to the CRA 2. 43% - $41.0M —All other revenues plus General Fund Balance 3. 17% - $ 16.6M —Transfers from other funds 100% - $ 96.41VI —Total funding sources The property tax rate for FY 2019-20 is 7.9000 mills same as the prior year and yielding net property taxes of Page 100 of 909 $38.8M, which is a 6.82% increase ($2.2M) from FY 2018-19. Actual Funding Sources Realized: At the end of the ninth month in FY 2019-20, revenues and transfers realized are approximately $84.7M or 88% of the budget estimate compared to $79.OM or 87% realized to date in FY 2018-19. The chart below presents the various categories of revenues received to date in the General Fund. Y 2019/20 GENERAL FUND OPERATING REVENUES (thru June 30,2020) N7ERN—AL FUND -RAN:FERS., 4y yAi��Z��sl�t LV CEt PZ P .;1T REVENUE, INT N r T L E ENUES H RGES-FCR SERV CES,:E,3 °',6.'•3_ INTERNA FLN:7 T NSF'R5 N-E C+EPNMEN A L REVENUE, SE,ER5, 51,55 UCEP! HAIN S FfRP;.1FTt,$7,5—°13,;,8' g1,4 Ad Valorem Taxes, net of discounts and TIF taxes to the CRA, received to date was$37.5M or 97% of $38.8M as compared to $35.4M or 97% of$36.3M for FY 2018-19, as noted on Exhibit A. Expenditures (Exhibit B) Budgeted Expenditures: General Fund appropriations increased approximately 5.81% from $91.1M to $96.4M. The budget increase was due to the cost of doing business, Town Square project—office rental, and providing funding related to wage increases. Actual Expenditures— General Fund expenditures are $72.3M, for the ninth month period ending June 30, which is 75% of the $96.4M adopted for FY 2019-20. Note: the CRA Tax Increment Financing and the City's annual pension obligations for General Employees, Fire, and Police were paid early in the fiscal year and the subsequent Town Square office relocation (Chart below shows expenditures by function). Page 101 of 909 EY 2019/20 GENERAL FUND OPERATINGEXPEND]UTRE fthru June 30,,2020) PURL ORKS, p1"",!o q}gp 2,2Rs GENERAL BU LC NG �L�DL1},,, ia. z 491 ,19% F11 Tx DIEVELLPP 1Et! E IL IP. _.�?EIL PPdEPdT FUBLI 10RE�_ LE:05UP,SE:RVIC- The table at the top of Exhibit B shows year-to-date FY2019-20 spending levels, $72.3M, which is $3.01VI ahead of the $69.31VI or 75% expended in FY 2018-19 for this same period. The chart below shows the monthly flow of sources and uses. Boynton BeachGeneral Fund Monthly Comparison of Revenues&Expenditures from October 2019 to June 2020 I l i I i E Revenue N � E Eapendkures 74 $10 COQ-000 ri o m o - - C,CT NCV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP n in UTILITY FUND The FY 2019-20 annual expenditure budget of $50.91VI represents a $2.21VI increase from the FY 2018-19 budget of$48.7M, see Exhibit C. FY 2019-20 FY 2018-19 FY 2019 vs. 2018 Annual Actual to Date Annual Actual to Date Budget Actual Budget Amount % Budget Amount % % % Revenues &Transfers $ 50,939 $ 37,623 74% $48,708 $ 37,164 76% 4.6% 1.2% Page 102 of 909 Expenditures $ (50,939) $ (35,815) 70% $ (48,708) $ (35,169) 72% 4.6% 1.8% Excess (Deficit) $- $ 1,808 $- $ 1,995 For the ninth month period in FY 2019-20, • Utility Revenues realized are $37.61VI (74%), see chart below. • Utility Expenditures incurred are $35.81VI (70%) of the appropriated budget. This resulted in revenues in excess expenditures which yielded a surplus of approximately $1.8M. Y 2019/20 UTIILIITY OPERATING REVENUES (thru June 30,20 20) NTERE_T&R1I4C, FUND BALANCE,5254 I:TCi'LI P•1'zV f'iTE FI UT€LITY FEE, r ✓' 1AVIVATER_ALE`_; Eu,ER'-EPVI'E 'SIE''WERSEgPV!KE� LV7C,P,M+1747ER U7,1:7 3 FEE t LTERE`T P.iSE: L FUN-;SAJLAG� E Expenditures (Exhibit D)— Utility Fund FY 2019-20 expenditures to date (June 30, 2020) are $35.8M or 70% of the annual appropriation compared to expenditures of $35.1 M or 72% for the prior fiscal year. The comparison of revenues and expenditures thru June is presented in the chart below. Boynton Beech Utility Fund Monthly Comparisonof Revenues&Expenditures from October 2019 to June 2120 f� I 5 [OCT NOV DEC JAN FEB MAR APR MAY JUN JUL. AUG :SEP Alternatives: Discuss this Budget Status Report or request clarification at the City Commission meeting. Strategic Plan: Page 103 of 909 Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 104 of 909 6.F. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-074-Approve and authorize the City Manager to sign an agreement with the first ranked firm, ABM Building Solutions, LLC for Town Square/ City Facilities Maintenance Services., subject to final approval by the City Attorney, in accordance with the Request for Qualifications (RFQ) No. 009-2511-20/RW. Explanation of Request: On July 07, 2020 the Commission approved the recommendation of the Evaluation Committee and authorized staff to conduct negotiations with the first ranked firm, ABM Building Solutions, Inc. and establish a contract in accordance with the Request for Qualifications (RFQ) No. 009-2511-20/RW for Town Square/ City Facilities Maintenance Services. It is the intent of the City for the Contractor to furnish all materials, labor, supervision, equipment, supplies, fees, expertise, and services for the municipal facilities and grounds. Under this contract, task orders for each individual service requested will be approved in accordance with the purchasing code. The Contractor will submit a proposal for the award of each task order. The function of the Contractor will be turn-key, including fees, permits and licensing as necessary. The Contractor will work with Facilities, Development, and Utilities Department to review project sites and product specifications. Task orders at this time are not defined, but will be miscellaneous in scope and of varied sizes and complexities as required by the City. The initial term of the contract shall be for five (5) years effective upon date the contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in consultation with the Finance Director may extend the agreement at the same terms, and conditions, for two (2) five-year renewals (exercised separately) subject to vendor acceptance, satisfactory performance as determined by the Purchasing Manager, and determination by the Purchasing Manager that renewal will be in the best interest of the City. How will this affect city programs or services? Approval of this request will allow City staff to proceed with initiating task orders to operate, maintain, and manage all the City Facilities and Grounds within the Town Square project which includes City Hall/Library, Fire Station#1, Cultural Center, Museum, Amphitheater, Kapok Park, and District Energy Plant. Fiscal Impact: Budgeted Funding is allocated for this project in the Public Works Department, Facilities Division budget. Alternatives: Do not approve the recommendation and utilize a combination of staff and existing vendors. Strategic Plan: Strategic Plan Application: Page 105 of 909 Climate Action: Climate Action Discussion: Is this a grant? No Grant Amount: Contracts Vendor Name: ABM Building Solutions, LLC Start Date: 8/4/2020 End Date: 8/3/2025 Contract Value: Varies by Task Order Minority Owned Contractor?: No Extension Available?: Yes Extension Explanation: Option to extend the agreement at the same terms, and conditions, for two (2) five-year renewals (exercised separately) subject to vendor acceptance, satisfactory performance as determined by the Purchasing Manager, and determination by the Purchasing Manager that renewal will be in the best interest of the City. ATTACHMENTS: Type Description D Resolution Resolution approving Agreement with ABM Building Solutions ABM Contract No. 009-2511-20RW - Town Addendum Square Maint Svs Rev 7-24-20 RW _ABM edits 072420 cda executed PDF 7-07-20 CONSENTAOENDA-Approval to Addendum Negotiate with ABM -Town Square Maintenance Svs Page 106 of 909 1 RESOLUTION NO. R20- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,FLORIDA, 4 APPROVING AND AUTHORIZING THE CITY MANAGER TO 5 SIGN AN AGREEMENT WITH ABM BUILDING SOLUTIONS, 6 LLC., FOR TOWN SQUARE / CITY FACILITIES MAINTENANCE 7 SERVICES; AND PROVIDING AN EFFECTIVE DATE. 8 9 WHEREAS, on July 07, 2020 the City Commission approved the recommendation 10 of the Evaluation Committee, authorized staff to conduct negotiations with the first ranked 11 firm, ABM Building Solutions, Inc. and establish a contract in accordance with the Request 12 for Qualifications (RFQ) No. 009-2511-20/RW for Town Square / City Facilities 13 Maintenance Services; and 14 WHEREAS, Approval by the City Commission will allow City staff to proceed 15 with initiating task orders to operate,maintain,and manage all the City Facilities and Grounds 16 within the Town Square project which includes City Hall/Library, Fire Station 41, Cultural 17 Center, Museum, Amphitheater, Kapok Park, and District Energy Plant; and 18 WHEREAS, the initial term of the contract shall be for five (5)years effective upon 19 date the contract is fully executed by all parties and may be extended at the same terms, and 20 conditions, for two (2) five-year renewals (exercised separately) subject to vendor 21 acceptance, satisfactory performance as determined by the Purchasing Manager, and 22 determination by the Purchasing Manager that renewal will be in the best interest of the City; 23 and 24 WHEREAS, the City Commission of the City of Boynton Beach upon 25 recommendation of staff, deems it to be in the best interest of the citizens and residents to 26 approve and authorize the City Manager to sign an agreement with ABM Building Solutions, 27 LLC for Town Square / City Facilities Maintenance Services., subject to final approval by 28 the City Attorney, in accordance with the Request for Qualifications (RFQ)No. 009-2511- 29 20/RW. S:ACA\RESO\Agreements\Agreement with ABM Building Solutions(Facilities Maintenance Services)-Reso.docx Page 107 of 909 30 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 31 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 32 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 33 being true and correct and are hereby made a specific part of this Resolution upon adoption. 34 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby 35 approves and authorizes the City Manager to sign an agreement with the first ranked firm, 36 ABM Building Solutions, LLC for Town Square / City Facilities Maintenance Services., 37 subject to final approval by the City Attorney, in accordance with the Request for 38 Qualifications (RFQ)No. 009-2511-20/RW. A copy of the signed Agreement is attached 39 hereto and incorporated herein as Exhibit"A". 40 Section 3. That this Resolution shall become effective immediately. 41 PASSED AND ADOPTED this day of August, 2020. 42 CITY OF BOYNTON BEACH, FLORIDA 43 YES NO 44 45 Mayor— Steven B. Grant 46 47 Vice Mayor— Ty Penserga 48 49 Commissioner—Justin Katz 50 51 Commissioner—Woodrow L. Hay 52 53 Commissioner—Christina L. Romelus 54 55 VOTE 56 ATTEST: 57 58 59 Crystal Gibson, MMC 60 City Clerk 61 62 63 (Corporate Seal) S:ACA\RESO\Agreements\Agreement with ABM Building Solutions(Facilities Maintenance Services)-Reso.docx Page 108 of 909 i Draft "CONTRACT NO. 009-2511-20/RW" Subject to Modification and final approval by City Attorney FOR "TOWN SQUARE/ CITY FACILITIES MAINTENANCE SERVICES" THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "City", and ABM Building Solutions, LLC., 3260 NW 23rd Ave., Suite 100E, Pompano Beach, FL 33069, hereinafter referred to as "Contractor", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the City of Boynton Beach solicited proposals for a non-exclusive Contract to perform professional services with a Contractor, and WHEREAS, THE City issued a Request for Qualifications for "TOWN SQUARE/ CITY FACILITIES MAINTENANCE SERVICES, RFQ No. 009-2511-20/RW; and WHEREAS, RFQ No. 009-2511-20/RW defined the Scope of Services as TOWN SQUARE/ CITY FACILITIES MAINTENANCE SERVICES; and WHEREAS, the CITY determined that Contractor is qualified to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the City Commission on July 07, 2020, determined that Contractor is qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the City Manager's administrative staff, has successfully negotiated an Agreement with Contractor defining terms and conditions for the performance of maintaining the municipal facilities and grounds services within the scope of the Request for Qualifications. NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1 . 1 Contractor agrees to perform Services Maintaining the Municipal Facilities and Grounds during the term of this Agreement as more specifically set forth in Attachment "A" Scope of Services and Attachment "B" RFQ No.009-2511- 20/RW with Addendum I and 2, which are made a part of this Agreement, RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-1 -6 QAA including the provision of all labor, materials, equipment and supplies. The Contractor will develop scopes of work and verification protocols to maintain performance standards required at all facilities, inclusive of necessary capital planning and upgrades to existing facilities. It is the intent of the City for the Contractor to furnish all materials, labor, supervision, equipment, supplies, fees, expertise, and services for the municipal facilities and grounds on an as needed basis for projects as requested per each task order. The Contractor will be expected to submit a competitive proposal for the award of the task order. The function of the Contractor will be turn-key, including fees, permits and licensing as necessary. The Contractor will work with Facilities, Development, and Utilities Department to review project sites and product specifications. Task orders at this time are not defined, but will be miscellaneous in scope and of varied sizes and complexities as required by the City. The City reserves the right to require Payment and Performance Bonds (P&P) on any project, provided the Contractor is notified of the intent during the solicitation process, or the City is willing to absorb the actual cost of the P&P bonds after award. When required, the P&P must be filed by the Contractor before any Notice to Proceed will be issued by the City. The Contractor will be responsible for providing all of the material, labor, equipment, vehicles, tools and services necessary for the City's projects. The Contractor will also be responsible for the quality of all work performed by any and all employees and sub-contractors. The Contractor's responsibilities may include advising city staff, securing the property, providing temporary utilities on site, managing personnel on site, providing site surveying and engineering, disposing or recycling of construction waste, monitoring schedules and, and maintaining accurate records. The Contractor will be responsible to protect all interior and exterior of the City's property during construction, and making any necessary repairs as a result of construction. The Contractor will be responsible for scheduling the drop- off, emptying and picking up of all dumpsters. The contractor will be responsible for all dumpster fees. The Department may arrange a site visit or a pre-bid meeting where a general overview of existing infrastructure will be discussed. Specifications and Drawings may be provided based on the Department's desire of specific products. Before any work is performed, the Contractor shall obtain all the permits necessary as applicable from the appropriate state or county agencies. When the work is completed the Contractor shall obtain final release or clearance as applicable from the appropriate agencies. The Contractor may be permitted to subcontract portions of the work to competent sub-contractors. The percentage of the work that the Contractor may subcontract will be identified per Task Order solicitation. The sub-contractors are the responsibility of the Contractor RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-2 and not the City. All sub-contractors performing work for the City shall be duly licensed prior to commencement of any work during the contract period. The Contractor shall be fully responsible to the City for acts and omissions of the sub-contractors and persons employed by them, as they are for acts and omissions of persons directly employed by the, as they are for acts and omissions of persons directly employed by them. Any work or service to be performed by a sub-contractor must have the prior approval of the City Project representative. The City reserves the right to approve, disapprove or dismiss any sub-contractors with reasonable cause. Rejection of any sub-contractor shall not entitle the successful bidder adjustment of bid prices. The Contractor shall inform the City's Project representative prior to scheduling any sub-contractor's visit to any City facility. Failure by the Contractor to have a sub-contractor approved by the City will not relieve the Contractor of the responsibility to meet, comply with, and fulfill all of the terms and conditions of this solicitation and subsequent solicitations. QUARTERLY REVIEW Quarterly reviews will be performed with the Contractor on the procedures, progress, and performance of the Town Square / City Facilities Maintenance Services Contract CHANGE ORDERS The contractor shall notify the Project Manager immediately with any changes or discrepancies to the project, and an email for a change order with pricing shall be submitted to the Project Manager within 48 hours (2 days). PERFORMANCE The Contractor shall perform and comply with all agreements, obligations and conditions contained in this agreement on an as needed basis for projects as requested per each task order and mutually agreed upon performance measures and provisions contained in each task order. The City's Representative during the performance of the Contract shall be Andrew Mack, Director of Public Works & Engineering, telephone (561) 742 — 6201; Email: MackA@bbfl.us. The Contractor's Representative during the performance of the contract shall be Michael Houda, telephone 954-531-9341; Email- michael.houda@abm.com. ARTICLE 2 — TERM 2.1 The initial term of the contract shall be for five (5) years effective upon date the contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in consultation with the Finance Director may extend the agreement at the same terms, and conditions, for two (2) five-year renewals (exercised separately) subject to vendor acceptance, satisfactory performance as determined by the RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-3 Purchasing Manager, and determination by the Purchasing Manager that renewal will be in the best interest of the City. An increase in cost of less than 3% for each extension may be approved by the City administration and does not require Commission approval. ARTICLE 3 - TIME OF PERFORMANCE 3.1 Work under this Contract shall commence on written notice by the City to the Contract by way of a purchase order executed by the CITY. Contractor shall perform all services and provide all work product required pursuant to this Agreement within the time period set forth in the purchase order, unless an extension of time is granted in writing by the City. ARTICLE 4 - PAYMENT 4.1 The City will pay the CONTRACTOR shall be paid by the City for performance of the work performed under each solicitation, or task order that is completed in accordance with the solicitations, or task orders at the lump sum or unit prices presented by the CONTRACTOR and accepted by the City. a. Payment for the work provided by CONTRACTOR shall be made promptly on all invoices submitted to the City properly, provided that the total amount of payment to CONTRACTOR shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or her designee. b. The CONTRACTOR may submit invoices to the City once per month during the progress of the work for partial payment for project completed to date. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the CONTRACTOR in the amount approved within thirty (30) days. c. Final payment of any balance due the CONTRACTOR of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. d. Payment as provided in this section by the City shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. e. The CONTRACTOR'S records and accounts pertaining to this agreement are to be kept available for inspection by representatives of the City and State for a period of three (3) years after the termination of the Agreement. Copies shall be made available upon request. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-4 5.1 Upon completion of the project and final payment to Contractor, all documents, drawings, specifications and other materials produced by the Contractor in connection with the services rendered under this agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the Contractor shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawing and specifications for information, reference and use in connection with Contractor's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of Contractor, shall be at the City's sole risk and without liability to Contractor and Contractor's sub-contractor. ARTICLE 6 - FUNDING 6.1 This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the City in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. ARTICLE 7 -WARRANTIES AND REPRESENTATIONS 7.1 Contractor represents and warrants to the City that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned services during the term of this Agreement. Contractor's services shall meet a standard of care for professional engineering, architectural and related services no less than the standard of care for engineering, architectural and construction professionals practicing under similar conditions. In submitting its response to the RFQ, Contractor has represented to CITY that certain individuals employed by Contractor shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, Contractor shall not change the designated Project Manager for any project without the advance written approval of the City, which consent may be withheld in the sole and absolute discretion of the City. Notwithstanding the foregoing, with regard to equipment and goods manufactured by third parties, Contractor's sole obligations with regard to defects shall be to extend to CITY the benefits of any warranty Contractor has received from the manufacturer and to act on behalf of the CITY for purposes of processing any warranty claims against applicable manufacturers within a reasonable timeframe. Such obligation includes only administrative processing and not enforcement or litigation and Contractor shall not be liable for the failure of any third party manufacturer warranties for any reason. ARTICLE 8 - COMPLIANCE WITH LAWS 8.1 Contractor shall, in performing the services contemplated by this service Agreement, faithfully observe and comply with all federal, state and local laws, ordinances and regulations that are applicable to the services to be rendered under this Agreement. RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-5 ARTICLE 9 - INDEMNIFICATION 9.1 Contractor shall indemnify, defend and hold harmless the CITY, its offices, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including reasonable attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Contractor's own employees, or damage to property caused by a negligent act, omission or failure of the Contractor. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this Agreement or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this Contract, Contractor shall maintain the following insurance policies and shall be written by an insurance company authorized to do business in Florida. 10.1.1 Worker's Compensation Insurance: The Contractor shall procure and maintain for the life of this Contract, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub-contractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. 10.1.2 Comprehensive General Liability: The Contractor shall procure and maintain for the life of this Contract, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. Contractor shall maintain a minimum coverage of $1,000,000 per occurrence and $1 ,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the City as an additional insured and Contractor shall prohibit cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability: The Contractor shall procure and maintain, for the life of this Contract, Business Automobile Liability Insurance. The Contractor shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-6 damage liability to protect the Contractor from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the Contractor or by anyone directly or indirectly employed by the Contractor . 10.1.4 Professional Liability (Errors and Omissions) Insurance: The contractor shall procure and maintain for the life of this Contract in the minimum amount of$1,000,000 per occurrence. 10.2 It shall be the responsibility of the contractor to ensure that all sub-contractors comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to reasonably request the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such requested change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the parties fail to mutual agree to the requirement of changed coverage within the thirty (30) days following the City's written notice, the CITY, at its sole option, may terminate the Contract upon written notice to the Contractor, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 Contractor shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claim- made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 11.1 Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employerwith respect to Contractor, or any employee of Contractor. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES 12.1 The Contractor warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-7 other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH-IN-NEGOTIATION CERTIFICATE 13.1 Execution of this Agreement by the Contractor shall act as the execution of a truth in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the Contractor's most favored customer for the same or substantially similar service. 13.2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside contractors. The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - DISCRIMINATION PROHIBITED 14.1 The Contractor,with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. ARTICLE 15 -ASSIGNMENT 15.1 The Contractor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. ARTICLE 16 - NON-WAIVER 16.1 A waiver by either CITY or Contractor of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 17 — TERMINATION 17.1 Termination for Convenience: This Agreement may be terminated by either party for convenience, upon thirty (30) days of written notice by the terminating party to the other party for such termination in which event the Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-8 event that the Contractor abandons the Agreement or causes it to be terminated, Contractor shall indemnify the CITY against loss pertaining to this termination. ARTICLE 18 - DISPUTES 18.1 Any dispute arising out of the terms or conditions of this Agreement shall be adjudicated within the courts of Florida. Further, this Agreement shall be construed under Florida Law. ARTICLE 19 — UNCONTROLLABLE FORCES 19.1 Neither the CITY nor Contractor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 19.2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 20 - NOTICES Notices to the City of Boynton Beach shall be sent to the following address: City of Boynton Beach Attn: Lori LaVerriere, City Manager 100 East Ocean Avenue Boynton Beach, FL 33435 Notices to Contractor shall be sent to the following address: Firm Name: ABM Building Solutions, LLC. Attn: Chad Armstrong 3260 NW 23rd Ave., Suite 100E Pompano Beach, FL 33069 Tel- 954-531-9341 Fax: 813-361-0796 RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-9 Email: chad.armstrong@abm.com ARTICLE 21 - INTEGRATED AGREEMENT 21.1 This Agreement, together with the RFQ and any addenda and/or attachments, represents the entire and integrated agreement between the CITY and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both CITY and Contractor. ARTICLE 22 - SOVEREIGN IMMUNITY 22.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure City of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure City of the limitation from liability provided to the State's subdivisions by state law. 22.2 In connection with any litigation or other proceeding arising out of the Agreement, each party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post judgment proceedings. City's liability for costs and attorney's fees, however, shall not alter or waive City's entitlement to sovereign immunity, or extend City's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement shall be in a court of law. The City does not consent to mediation or arbitration for any matter connected to this Agreement. 2. The parties agree that any action arising out of this Agreement shall take place in Palm Beach County, Florida. ARTICLE 23 — FLORIDA'S PUBLIC RECORDS LAW 23.1 The City is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 23.2 Keep and maintain public records required by the City to perform the service; 23.3 Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-10 within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statue or as otherwise provided by law; 23.4 Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contact term and, following completion of the contract, Contractor shall provide copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the City; and, 23.5 Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the City, all public records in Contractor's possession. All records stored electronically by Contractor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 23.6 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THECONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 100 EAST OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6061 ARTICLE 24. SCRUTINIZED COMPANIES 287.135 and 215.473. 24.1 By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the Agreement and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-11 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year set forth below their respective signatures. IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies, each of which shall be considered an original on the following dates: DATED this 24th day of July, 2020. CITY OF BOYNTON BEACH ABM Building Solutions, LLC. Lori LaVerriere, City Manager Chad Armstrong, General Manager Attest/Authenticated Title (Corporate Seal) City Clerk Approved as to Form: Attest/Authenticated: Office of the City Attorney Secretary RFQ 009-2511-20/RW TOWN SQUARE/CITY FACILITIES MAINTENANCE SERVICES C-10 ATTACMENT "A" SCOPE OF SERVICES 1. BACKGROUND The City of Boynton Beach, located in Palm Beach County, Florida, is a full-service municipality serving a population of 75,000 citizens. The City currently operates and maintains municipal buildings at various locations within the City's 16.5 square mile boundary. These include Police and Fire facilities, Recreation buildings, City Hall, and other City owned facilities. 2. OBJECTIVES All services shall include all necessary labor charges, tools, fuel, equipment and materials delivered and installed in accordance with N.F.P.A, local and State regulations, ASHRE, OSHA and District Master Specifications 2.1 Ongoing Facilities Management: The City currently operates, maintains, and manages the Municipal Facilities and Grounds with a combination of City personnel and contractors. The selected Contractor will develop a comprehensive facilities management program to efficiently and cost effectively operate and maintain all City Facilities, including routine, preventative and on-call facility maintenance and management services. The service contracts resulting from this RFQ will require the Contractor to provide all operations and maintenance staff and be responsible for the following: 2.1.1 Janitorial and Maintenance Staffing The Contractor shall provide enough supervised staff for all aspects of facility management, cleaning and maintenance, and for all costs including hiring, training, and administering all personnel-related issues to complete the maintenance requirements at all City Facilities. Additionally, service levels shall provide the ability to respond immediately to situations involving the health and safety of employees or the public; comfort and operational capability of any public meeting space. Contractor shall also provide a full-time Manager. 2.1.2 Vehicles Contractor shall furnish and maintain Contractor owned vehicles and light duty service trucks to carry on daily operations. Contractor shall also be responsible to provide fuel for these vehicles. 2.1.3 Equipment Contractor shall be responsible for the acquisition, maintenance and repair of all equipment needed to perform the scope of work contracted by the City. �g� 1'f3 of 909 2.1.4 Supplies and Inventory Control Contractor shall be required to assist the City with the procurement and inventory control of all supplies and materials required to operate and maintain the municipal facilities and grounds. Contractor shall be responsible for the safe storage of all materials and equipment. The Contractor will be required to provide a formal theft prevention plan. 2.1.5 Litter Control The Contractor shall retrieve and dispose of all litter and debris on a daily basis. This shall include constant monitoring of the grounds during the hours of operation and disposing of all litter and debris as needed. 2.1.6 Electrical Systems Maintenance The Contractor shall provide highly skilled licensed labor capable of maintaining all electrical systems Citywide. Will require a plan for annual: testing of all switch gear, infrared scans on all electrical components and generator load bank tests. Contractor shall provide a written PM program and provide performance reports. 2.1.7 Heating-Ventilation-Air Conditioning (HVAC) Maintenance and Monitoring HVAC services shall be provided without interruption throughout City Facilities. The Contractor's maintenance and operations responsibility for HVAC service always extends throughout all mechanical systems within the facilities and that heating ventilating or air conditioning service is required. All cleaning, testing, full-service maintenance shall be done at Contractor's sole cost and expense. 2.1.8 Landscape Maintenance The Contractor will be responsible for all maintenance of the exterior grounds of the facilities, including signage, landscaping, parking lot lightning and parking areas, the grass, mulch and shrubs must always be maintained and/or replaced to enhance the current landscaping theme. The Contractor will be responsible for providing all equipment necessary including but not limited to blowers, mowers, weed-eaters, rakes, shovels, and other equipment and supplies. The Contractor shall have a state pesticide license. Contractor shall also be responsible for performing monthly wet checks of irrigation systems including routine repairs. 2.1.9 Other Facilities Services Contractor and City of Boynton Beach may agree to contract other facility-related service or product the Contractor feels might be beneficial to City 2.2 Capital Improvements Planning, Management and Sustainability: The City intends that the selected Contractor will play a key role in both the development and management of the ongoing capital improvements planning and management process for the municipal facilities and grounds, including participation in the City's sustainability plan as it relates to the City's facilities and grounds. If included, the Contractor will be required to guarantee the development and installation to perform to specific parameters in regard to the environment and the cost of operating the system, including: �g� 11422 of 909 2.2.1 Development Costs The Contractor will guarantee the cost of development and engineering services 2.2.2 Construction Costs The Contractor will develop a firm maximum price for any capital or sustainability upgrades to be performed 2.2.3 Performance of Systems The Contractor will develop performance parameters acceptable to the City and guarantee the performance of systems 2.2.4 Guaranteed Savings The Contractor will guarantee savings and perform measurement and verification to validate savings are achieved 2.2.5 Investment Grade Audit (IGA) Contractor will conduct an Investment Grade Audit (IGA) of City Facilities. This will include development of forward looking 15-year capital plans for non-routine repairs and equipment replacement that is required to maintain efficient operations. The IGA will also include development of various sustainability measures, including but not limited to water conservation and energy savings. If the Investment Grade Audit confirms that there are guaranteed savings to be achieved, the City will either compensate Contractor for the IGA or will enter into an agreement with Contractor to implement upgrades to increase energy efficiency and equipment reliability, in order to fund the necessary improvements in City facilities. 2.2.6 Financing The financial solution will be budget neutral for a term not to exceed 15 years, Contractor will suggest sources of funds in collaboration with the City. AW1123 of 909 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/7/2020 Requested Action by Commission: Approve the recommendation of the Evaluation Committee and authorize staff to conduct negotiations with the first ranked firm, ABM Industries, Inc. and establish a contract in accordance with the Request for Qualifications (RFQ) No. 009-2511-20/RW for Town Square/City Facilities Maintenance Services. At the completion of the negotiations, the Contract will be brought back to the Commission for approval. Explanation of Request: On April 29, 2020, Procurement Services received and opened three (3) proposals in response to the RFQ for Town Square /City Facilities Maintenance Services, which were reviewed by Purchasing Services to ensure the proposals met the RFQ's minimum requirements. Two (2) proposals were deemed responsive, one (1) unresponsive and two (2) responsive proposals were forwarded to the Evaluation Committee for review. The Evaluation Committee consisting of Colin Groff, Assistant City Manager Public Services; Andrew P. Mack, Director of Public Works and Engineering; and Joseph Paterniti, Utilities Director reviewed and ranked the proposals. The Evaluation Committee agreed to short-list the top two (2) ranked firms: ABM Industries, Inc. and Complete Property Development. On June 24, 2020 the Evaluation Committee was unanimous in their decision to forgo oral presentations and recommend the final rankings and proceed in negotiation of a Contract with the number one (1) ranked firm, ABM Industries, Inc. How will this affect city programs or services? Approval of this request will allow City staff to begin negotiations with the top ranked firm ABM Industries, Inc. to develop a final scope of work and cost to operate, maintain, and manage all the City Facilities and Grounds within the Town Square project which includes City Hall/Library, Fire Station #1, Cultural Center, Museum, Amphitheater, Kapok Park, and District Energy Plant. Fiscal Impact: Budgeted Funding is allocated for this project in the Public Works Department, Facilities Division budget. Alternatives: Do not approve the recommendation and utilize a combination of staff and existing vendors. Strategic Plan: Strategic Plan Application: Page 124 of 909 Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description Exhibit RFQ for Town Square/City Facilities Maintenance Services Exhibit Addendum#1 Exhibit Addendum#2 Memo Recommendation Memo Addendum RFQ 009-2511-20RW EvaluationSummary(4) Addendum RFQ 009-2511-20RW Evaluation ScoreCard Addendum ABM-009-2511-20RW Proposal Addendum 01-AB M-Bidde rsQua I ificatio n Statement Addendum 02-ABM-Anti-KickbackAffidavit Addendum 03-ABM-Non-CollusionAffidavit Addendum 04-ABM-Diversity Participation Addendum 05-ABM-Certification Pursuantto Flo Addendum 06-ABM-OrgChartandQualityControI Addendum 07-ABM-COBBPersonnel(003) Addendum 08-ABM-Schedule—RFQ#009-2511-20 Page 125 of 909 6.G. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-075-Authorize the City Manager to sign the Disaster Relief Funding Agreement for Federal and State assistance for DR-4486 COVI D- 19 between the City of Boynton Beach and State of Florida, Division of Emergency Management. Explanation of Request: To be eligible to receive disaster relief funding through the Federal Emergency Management Agency (FEMA), the agreement must be executed with the State of Florida because all federal disaster relief funding is distributed to the State then passed on to local municipalities who qualify. The Florida Public Assistance program is funded by a federal grant to aid state and local governments in recovering from this biological disaster. A major biological disaster declaration designated FEMA-4486-DR for the State of Florida as a result of COVID-19. The City has estimated approximately $500K or more that could be reimbursed by FEMA, incurred as a result of COVI D-19. This is the first funding agreement FEMA has requested to be signed, there may or may not be additional ones as FEMA finishes their review process. How will this affect city programs or services? By executing the agreement, the City is eligible to receive federal financial assistance for cost incurred due to COVID-19. There may be additional funding agreements relating to COVI D-19 depending on the FEMA process. Fiscal Impact: Expenditures that occurred as a result of COVI D-19 may be eligible for federal financial assistance. Normally, a minimum of 75% of eligible costs is provided to primarily address protective measures, the repair and restoration of public facilities, infrastructure, or services which have been damaged or destroyed. The State and Local participation is up to 12.5% (each) of eligible cost. Overall the City anticipates receiving reimbursement in excess of$500K from FEMA for costs associated with COVID-19. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Page 126 of 909 Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Resolution Resolution D Addendum C{AVID-19 Agreement Page 127 of 909 I RESOLUTION R20-075 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE 5 CITY MANAGER TO SIGN A DISASTER RELIEF 6 FUNDING AGREEMENT FOR FEDERAL AND STATE 7 ASSISTANCE FOR DR-4486 COVID-19 BETWEEN THE 8 CITY OF BOYNTON BEACH AND THE STATE OF 9 FLORIDA, DIVISION OF EMERGENCY 10 MANAGEMENT; AND PROVIDING AN EFFECTIVE 11 DATE. 12 13 WHEREAS, a major biological disaster declaration has been designated FEMA-4486- 14 DR for the State of Florida as a result of COVID-19; and 15 WHEREAS, The City has estimated approximately $500,000.00 or more that could be 16 reimbursed by FEMA, incurred as a result of COVID-19; and 17 WHEREAS, to be eligible to receive disaster relief funding through the Federal 18 Emergency Management Agency, (FEMA),the agreement must be executed with the State of 19 Florida since all federal disaster relief funding is actually distributed to the State and then 20 passed down on to local municipalities who qualify; and 21 WHEREAS,upon recommendation of staff, the City Commission has determined 22 that it is in the best interests of the residents of the City to enter into a Disaster Relief Funding 23 Agreement between the City of Boynton Beach and the State of Florida, Division of 24 Emergency Management for assistance with DR-4486 COVID-19. 25 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 27 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 29 being true and correct and are hereby made a specific part of this Resolution upon adoption 30 hereof. S:ACA\RESO\Agreements\Disaster Relief Funding Agreement(COVID-19)-Reso.Docx Page 128 of 909 31 Section 2. The City Commission hereby approves and authorizes the City 32 Manager to sign a Disaster Relief Funding Agreement for Federal and State assistance for 33 DR-4486 COVID-19 between the City of Boynton Beach and the State of Florida, Division 34 of Emergency Management, a copy of the Agreement is attached hereto as Exhibit"A" 35 Section 3. This Resolution shall become effective immediately upon passage. 36 PASSED AND ADOPTED this 4th day of August, 2020. 37 CITY OF BOYNTON BEACH, FLORIDA 38 39 YES NO 40 41 Mayor— Steven Grant 42 43 Vice Mayor— Ty Penserga 44 45 Commissioner—Justin Katz 46 47 Commissioner—Woodrow L. Hay 48 49 Commissioner—Christina L. Romelus 50 51 52 VOTE 53 ATTEST: 54 55 56 57 Crystal Gibson, MMC 58 City Clerk 59 60 61 62 (Corporate Seal) S:ACA\RESO\Agreements\Disaster Relief Funding Agreement(COVID-19)-Reso.Docx Page 129 of 909 Agreement Number: Z2099 FEDERALLY-FUNDED SUBAWARD AND GRANT AGREEMENT 2 C.F.R. §200.92 states that a "subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract." As defined by 2 C.F.R. §200.74, "pass-through entity" means "a non-Federal entity that provides a subaward to a Sub-Recipient to carry out part of a Federal program." As defined by 2 C.F.R. §200.93, "Sub-Recipient° means"a non-Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program." As defined by 2 C.F.R.§200.38,"Federal award"means"Federal financial assistance that a non-Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity." As defined by 2 C.F.R. §200.92, "subaward" means "an award provided by a pass-through entity to a Sub-Recipient forthe Sub-Recipient to carry out part of a Federal award received by the pass-through entity." The following agreement is made and information is provided pursuant to 2 C.F.R. §200.331(a)(1): Sub-Recipient's name: Boynton Beach,City of Sub-Recipient's unique entity identifier: 072247133 Federal Award Date: Ma_rgh 13 2020 Subaward Period of Performance Start and End Date(Cat A-B): 01/20/2020—Attachment B Subaward Period of Performance Start and End Date(Cat C-G): 01/20/2020—Attachment B� Amount of Federal Funds Obligated by this Agreement: Total Amount of Federal Funds Obligated to the Sub-Recipient by the pass-through entity to include this Agreement: Total Amount of the Federal Award committed to the Sub-Recipient by the pass-through entity: Federal award project description (see FFATA): Grant to e!rgible Sub-reciuient as determined by FEMA Name of Federal awarding agency: Deot. of Homeland Sep, jo§j Federal Emergency Management Agency PFEft Name of pass-through entity: Florida Division of Eme[.9enc,16_ Management l)EM Contact information for the pass-through entity: 2555 Shumard Oak Blvd. Tallahassee„ FL 32399-2100 Catalog of Federal Domestic Assistance(CFDA)Number and Name: 97.038 Public Assistance Indirect cost rate for the Federal award: See bw 44...C.F.R.207.5(b)A1 1 Page 130 of 909 THIS AGREEMENT is entered into by the State of Florida, Division of Emergency Management, with headquarters in Tallahassee, Florida (hereinafter referred to as the"Division"), and Boynton Beach,City of (hereinafter referred to as the"Sub-Recipient"). For the purposes of this Agreement, the Division serves as the pass-through entity for a Federal award, and the Sub-Recipient serves as the recipient of a subaward. THIS AGREEMENT IS ENTERED INTO BASED ON THE FOLLOWING REPRESENTATIONS: A. The Sub-Recipient represents that it is fully qualified and eligible to receive these grant funds to provide the services identified herein; B. The Sub-Recipient, by its decision to participate in this grant program, bears the ultimate responsibility for ensuring compliance with all applicable State and Federal laws, regulations and policies, and bears the ultimate consequences of any adverse decisions rendered by the Division, the Federal Awarding Agency, or any other State and Federal agencies with audit, regulatory,or enforcement authority; C. The State of Florida received these grant funds from the Federal government, and the Division has the authority to subgrant these funds to the Sub-Recipient upon the terms and conditions outlined below; D. The Division, as the pass-through entity and fiduciary of such Federal funding, reserves the right to demand that the Sub-Recipient comply with all applicable State and Federal laws, regulations and policies,terminate reimbursements and take any and all other actions it deems appropriate to protect those funds for which it is responsible, including debt collections; and E. The Division has statutory authority to disburse the funds under this Agreement. THEREFORE, the Division and the Sub-Recipient agree to the following: (1) APPLICATION OF STATE LAW TO THIS AGREEMENT 2 C.F.R. §200.302 provides: "Each state must expend and account for the Federal award in accordance with state laws and procedures for expending and accounting for the state's own funds." Therefore, section 215.971, Florida Statutes, entitled"Agreements funded with federal or state assistance", applies to this Agreement. (2) LAWS. RULES REGULATIONS AND POLICIES Performance under this Agreement is subject to 2 C.F.R. Part 200, entitled "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards." For this event, FEMA recognizes that noncompetitive procurements may be necessary to save lives, to protect property and public health, and to ensure public safety, as well as to lessen or avert the threat of a catastrophe. The President's unprecedented Nationwide Emergency Declaration and the Secretary of Health and Human Services'(HHS)declaration of a Public Health Emergency for COVID-19 establish that exigent and emergency circumstances currently exist. 2 Page 131 of 909 a. For the duration of the Public Health Emergency, which began January 27, 2020 as determined by HHS, local governments, tribal governments, nonprofits, and other non-state entities may proceed with new and existing noncompetitively procured contracts in order to protect property and public health and safety, or to lessen or avert the threats created by emergency situations for 1) Emergency protective measures under FEMA's Public Assistance Program and 2) Use of FEMA non-disaster grant funds by non-state recipients and sub-recipients to respond to or address COVID-19.These noncompetitive contracts must comply with Federal guidance addressing exigency and emergency procurement. b. As required by section 215.971(1), Florida Statutes, this Agreement includes: i. A provision specifying a scope of work that clearly establishes the tasks that the Sub-Recipient is required to perform. ii. A provision dividing the agreement into quantifiable units of deliverables that must be received and accepted in writing by the Division before payment. Each deliverable must be directly related to the scope of work and specify the required minimum level of service to be performed and the criteria for evaluating the successful completion of each deliverable. iii. A provision specifying the financial consequences that apply if the Sub- Recipient fails to perform the minimum level of service required by the agreement. iv. A provision specifying that the Sub-Recipient may expend funds only for allowable costs resulting from obligations incurred during the specified agreement period. V. A provision specifying that any balance of unobligated funds which has been advanced or paid must be refunded to the Division. vi. A provision specifying that any funds paid in excess of the amount to which the Sub-Recipient is entitled under the terms and conditions of the agreement must be refunded to the Division. c. In addition to the foregoing, the Sub-Recipient and the Division shall be governed by all applicable State and Federal laws, rules and regulations, including those identified in Attachment B to this Agreement ("Program Statutes and Regulations"). Any express reference in this Agreement to a particular statute, rule, or regulation in no way implies that no other statute, rule, or regulation applies. (3) CONTACT a. In accordance with section 215.971(2), Florida Statutes, the Division's Grant Manager shall be responsible for enforcing performance of this Agreement's terms and conditions and shall serve as the Division's liaison with the Sub-Recipient. As part of his/her duties, the Grant Manager for the Division shall: i. Monitor and document Sub-Recipient performance; and, 3 Page 132 of 909 ii. Review and document all deliverables for which the Sub-Recipient requests payment. b. The Division's Grant Manager for this Agreement is: Kim Schoffel Title Program Supervisor Bureau of Recovery Florida Division of Emergency Management 2555 Shumard Oak Blvd. Tallahassee, FL 32399-2100 Telephone: (850) 815-4448 Email: Kim.Schoffel@em.myflorida.com c. The name and address of the Representative of the Sub-Recipient responsible for the administration of this Agreement is: 100 E, u qrj Telephone: 1 Email: ` ' a � � a : d. In the event that different representatives or addresses are designated by either party after execution of this Agreement, notice of the name, title, and address of the new representative will be provided to the other party in writing via letter or electronic email. It is the Sub-Recipient's responsibility to authorize its users in the Recipient's grants management system. Only the Authorized or Primary Agents identified in Attachment D to this Agreement("Designation of Authority")may authorize addition or removal of agency users. (4) TERMS AND CONDITIONS This Agreement contains all the terms and conditions agreed upon by the panties. (5) EXECUTION This Agreement may be executed in any number of counterparts, of which may be taken as an original. (6) MODIFICATION Either party may request modification of the provisions of this Agreement. Changes which are agreed upon shall be valid only when in writing, signed by each of the parties, and attached to the original of this Agreement. 4 Page 133 of 909 (7) SCOPE OF WORK The Sub-Recipient shall perform the work in accordance with Attachment A to this Agreement ("Budget and Scope of Work'). (8) PERIOD OF AGREEMENT/PERIOD OF PERFORMANCE The Period of Agreement establishes a timeframe for all Sub-Recipient contractual obligations to be completed. This agreement will begin upon execution by both parties and shall end upon closeout of the Sub-Recipient's account for this disaster by the Federal Awarding Agency, unless terminated earlier as specified elsewhere in this Agreement. This Agreement survives and remains in effect after termination for the herein referenced State and Federal audit requirements and the referenced required records retention periods. The Period of Performance is the timeframe during which the Sub-Recipient may incur new obligations to carry out the work authorized under this Agreement. In accordance with 2 C.F.R. §200.309, the Sub-Recipient may receive reimbursement under this Agreement only for allowable costs incurred during the period of performance. In accordance with section 215.971(1)(d), Florida Statutes, the Sub- Recipient may expend funds authorized by this Agreement only for allowable costs resulting from obligations incurred during the specified agreement period. The C.F.R. requirement is more restrictive and will take precedence over the State requirement. The period of performance for this agreement begins with the first day of the Incident Period for the disaster applicable to the agreement and ends six (6) months from the date of declaration for Emergency Work(Categories A& E) or eighteen (18) months from the date of declaration for Permanent Work(Categories C-G), unless terminated earlier in accordance with the provisions of Paragraph (17) of this Agreement or extended in accordance with Attachment G Paragraph 5. If any extension request is denied by the Recipient, or is not sought by the Sub-Recipient, reimbursement is only available for eligible project costs incurred up to the latest approved extension. Failure to complete a project is adequate cause for the termination of funding for that project and requires reimbursement to the Recipient of any and all project costs. (9) FUNDING, a. This is a cost-reimbursement Agreement, subject to the availability of funds. The amount of total available funding for this subgrant is limited to the amount obligated by the Federal Awarding Agency for all projects approved for this Sub-recipient for DR-4486.. b. The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature, and subject to any modification in accordance with either Chapter 216, Florida Statutes, or the Florida Constitution. c. Pursuant to section 252.37, Florida Statutes, unless otherwise specified in the General Appropriations Act, whenever the State accepts financial assistance from the Federal Government or its agencies under the Federal Public Assistance Program and such financial assistance is conditioned upon 5 Page 134 of 909 a requirement for matching funds, the State shall provide the entire match requirement for state agencies and one-half of the required match for grants to Local governments. The affected Local government shall be required to provide one-half of the required match prior to receipt of such financial assistance. d. The Executive Office of the Governor may approve a waiver,subject to the requirement for legislative notice and review under section 216.177, Florida Statutes, of all or a portion of the required match for public assistance projects for Local governments if the Executive Office of the Governor determines that such a match requirement cannot be provided, or that doing so would impose a documented hardship on the Local government, and if the Local government applies for the waiver within the first 18 months after the disaster is declared. e. The Division will reimburse the Sub-Recipient only for allowable costs incurred by the Sub-Recipient. The Recipient will provide funds on a cost reimbursement basis to the Sub-Recipient for eligible activities approved by the Recipient and the Federal Awarding Agency, as specified in Attachment A of this Agreement ("Budget and Scope of Work"), which also outlines the maximum reimbursement amount for each deliverable. f. As required by 2 C.F.R. §200.415(a), any request for payment under this Agreement must include a certification, signedby an official who is authorized#o le ally bind the Sub-RecirAenl„which reads as follows: "By signing this report, 1 certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).° The Sub-Recipient must complete Attachment "D"by designating at least three agents to execute any Requests for Reimbursement,certifications,or other necessary documentation on behalf of the Sub-Recipient. Attachment D must be completed electronically and submitted via email to rpa.helpOem.mvflorida.com. After execution of this Agreement,the authorized, primary, and secondary Agent may request changes to contacts via email to the State assigned team. g. In the event the Sub-Recipient contacts have not been updated regularly and all three (3)Agents have separated from the Sub-Recipient's agency, a designation of authority form will be needed to change contacts. (VOTE: This is very important because if contacts are not updated, notifications made from the grants management system may not be received and could result in failure to meet time periods to appeal a Federal determination. h. The Division will review all requests for reimbursement by comparing the documentation provided by the Sub-Recipient in the grants management system against a performance measure,outlined in Attachment A of this Agreement("Budget and Scope of Work"),that clearly delineates: i. The required minimum acceptable level of service to be performed; and, ii. The criteria for evaluating the successful completion of each deliverable. i. The performance measure required by section 215.971(1)(b), Florida Statutes, remains consistent with the requirement for a"performance goal",which is defined in 2 C.F.R. §200.76 as, 6 Page 135 of 909 "a target level of performance expressed as a tangible, measurable objective, against which actual achievement can be compared." It also remains consistent with the requirement, contained in 2 C.F.R. §200.301, that the Division and the Sub-Recipient "relate financial data to performance accomplishments of the Federal award." j. If authorized by the Federal Awarding Agency,then the Division will reimburse the Sub- Recipient for overtime expenses in accordance with 2 C.F.R. §200.430 ("Compensation—personal services")and 2 C.F.R.§200.431 ("Compensation—fringe benefits"). If authorized by the Federal Awarding Agency, and if the Sub-Recipient seeks reimbursement for overtime expenses for periods when no work is performed due to vacation, holiday, illness,failure of the employer to provide sufficient work,or other similar cause (see 29 U.S.C. §207(e)(2)), then the Division will treat the expense as a fringe benefit. 2 C.F.R. §200.431(a)defines fringe benefits as"allowances and services provided by employers to their employees as compensation in addition to regular salaries and wages." Fringe benefits are allowable under this Agreement as long as the benefits are reasonable and are required by law, Sub-Recipient-Employee agreement,or an established policy of the Sub-Recipient in affect at the time of the disaster event. 2 C.F.R. §200.431(b)provides that the cost of fringe benefits in the form of regular compensation paid to employees during periods of authorized absences from the job, such as for annual leave, family-related leave, sick leave, holidays, court leave, military leave, administrative leave, and other similar benefits, are allowable if all of the following criteria are met: i. They are provided under established written leave policies; H. The costs are equitably allocated to all related activities, including Federal awards; and, N. The accounting basis(cash or accrual)selected for costing each type of leave is consistently followed by the non-Federal entity or specified grouping of employees. k. If authorized by the Federal Awarding Agency,then the Division will reimburse the Sub- Recipient for travel expenses in accordance with 2 C.F.R. §200.474. As required by the Reference Guide for State Expenditures, reimbursement for travel must be in accordance with section 112.061, Florida Statutes,which includes submission of the claim on the approved state travel voucher. If the Sub-Recipient seeks reimbursement for travel costs that exceed the amounts stated in section 112.061(6)(b), Florida Statutes(at the time of the execution of this agreement: $6 for breakfast, $11 for lunch,and$19 for dinner), then the Sub-Recipient must provide documentation that: i. The costs are reasonable and do not exceed charges normally allowed by the Sub-Recipient in its regular operations as a result of the Sub-Recipient's written travel policy; and, ii. Participation of the individual in the travel is necessary to the Federal award. I. The Division's Grant Manager, as required by section 215.971(2)(c), Florida Statutes, shall reconcile and verify all funds received against all funds expended during the grant agreement period Page 136 of 909 and produce a final reconciliation report. The final report must identify any funds paid in excess of the expenditures incurred by the Sub-Recipient. m. As defined by 2 C.F.R. §200.53, the term"improper payment" means or includes: i. Any payment that should not have been made or that was made in an incorrect amount (including overpayments and underpayments) under statutory, contractual, administrative, or other legally applicable requirements; and, ii. Any payment to an ineligible party, any payment for an ineligible good or service, any duplicate payment, any payment for a good or service not received (except for such payments where authorized by law), any payment that does not account for credit or applicable discounts, and any payment where insufficient or lack of documentation prevents a reviewer from discerning whether a payment was proper. (10) RECORDS a. As required by 2 C.F.R. §200.336, the Federal awarding agency, Inspectors General, the Comptroller General of the United States, and the Division, or any of their authorized representatives, shall enjoy the right of access to any documents, papers, or other records of the Sub-Recipient which are pertinent to the Federal award, in order to make audits, examinations, excerpts, and transcripts. The right of access also includes timely and reasonable access to the Sub-Recipient's personnel for the purpose of interview and discussion related to such documents. Finally,the right of access is not limited to the required retention period but lasts as long as the records are retained. b. As required by 2 C.F.R. §200.331(a)(5), the Division, the Chief Inspector General of the State of Florida, the Florida Auditor General, or any of their authorized representatives, shall enjoy the right of access to any documents,financial statements, papers,or other records of the Sub-Recipient which are pertinent to this Agreement, in order to make audits,examinations, excerpts, and transcripts. The right of access also includes timely and reasonable access to the Sub-Recipient's personnel for the purpose of interview and discussion related to such documents. c. As required by Florida Department of State's record retention requirements (Chapter 119, Florida Statutes) and by 2 C.F.R. §200.333, the Sub-Recipient shall retain sufficient records to show its compliance with the terms of this Agreement, as well as the compliance of all subcontractors or consultants paid from funds under this Agreement,for a period of five(5)years from the date of submission of the final expenditure report. The following are the only exceptions to the five(5)year requirement: L If any litigation, claim, or audit is started before the expiration of the five (5)- year period, then the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. ii. When the Division or the Sub-Recipient is notified in writing by the Federal Awarding Agency, cognizant agency for audit, oversight agency for audit, 6 Page 137 of 909 cognizant agency for indirect costs, or pass-through entity to extend the retention period. iii. Records for real property and equipment acquired with Federal funds must be retained for 5 years after final disposition. iv. When records are transferred to or maintained by the Federal Awarding Agency or pass-through entity, the (five) 5-year retention requirement is not applicable to the Sub-Recipient. V. Records for program income transactions after the period of performance. In some cases, recipients must report program income after the period of performance. Where there is such a requirement, the retention period for the records pertaining to the earning of the program income starts from the end of the non-Federal entity's fiscal year in which the program income is earned. vi. Indirect cost rate proposals and cost allocations plans. This paragraph applies to the following types of documents and their supporting records: indirect cost rate computations or proposals, cost allocation plans, and any similar accounting computations of the rate at which a particular group of costs is chargeable (such as computer usage chargeback rates or composite fringe benefit rates). d. In accordance with 2 C.F.R. §200.334, the Federal Awarding Agency must request transfer of certain records to its custody from the Division or the Sub-Recipient when it determines that the records possess long-term retention value. e. In accordance with 2 C.F.R. §200.335, the Division must always provide or accept paper versions of Agreement information to and from the Sub-Recipient upon request. If paper copies are submitted, then the Division must not require more than an original and two copies. When original records are electronic and cannot be altered, there is no need to create and retain paper copies. When original records are paper, electronic versions may be substituted through the use of duplication or other forms of electronic media provided that they are subject to periodic quality control reviews, provide reasonable safeguards against alteration, and remain readable. f. As required by 2 C.F.R. §200.303, the Sub-Recipient shall take reasonable measures to safeguard protected personal identifiable information and other information the Federal Awarding Agency or the Division designates as sensitive or the Sub-Recipient considers sensitive consistent with applicable Federal, State, Local, and Tribal laws regarding privacy and obligations of confidentiality. g. Florida's Government in the Sunshine Law (Section 286.011, Florida Statutes) provides the citizens of Florida with a right of access to governmental proceedings and mandates three, basic requirements: (1) meetings of public boards or commissions must be open to the public; (2) reasonable notice of such meetings must be given; and, (3) minutes of the meetings must be taken and promptly recorded. The mere receipt of public funds by a private entity, standing alone, is insufficient to bring that entity within the ambit of the open government requirements. However, the Government in the 9 Page 138 of 909 Sunshine Law applies to private entities that provide services to governmental agencies and that act on behalf of those agencies in the agencies' performance of their public duties. If a public agency delegates the performance of its public purpose to a private entity, then, to the extent that private entity is performing that public purpose, the Government in the Sunshine Law applies. For example, if a volunteer fire department provides firefighting services to a governmental entity and uses facilities and equipment purchased with public funds, then the Government in the Sunshine Law applies to board of directors for that volunteer fire department. Thus, to the extent that the Government in the Sunshine Law applies to the Sub-Recipient based upon the funds provided under this Agreement, the meetings of the Sub-Recipient's governing board or the meetings of any subcommittee making recommendations to the governing board may be subject to open government requirements. These meetings shall be publicly noticed, open to the public, and the minutes of all the meetings shall be public records, available to the public in accordance with Chapter 119, Florida Statutes. h. Florida's Public Records Law provides a right of access to the records of the State and Local governments as well as to private entities acting on their behalf. Unless specifically exempted from disclosure by the Legislature, all materials made or received by a governmental agency (or a private entity acting on behalf of such an agency), in conjunction with official business which are used to perpetuate, communicate, or formalize knowledge, qualify as public records subject to public inspection. The mere receipt of public funds by a private entity, standing alone, is insufficient to bring that entity within the ambit of the public record requirements. However, when a public entity delegates a public function to a private entity,the records generated by the private entity's performance of that duty become public records. Thus, the nature and scope of the services provided by a private entity determine whether that entity is acting on behalf of a public agency and is therefore subject to the requirements of Florida's Public Records Law. i. The Sub-Recipient shall maintain all records for the Sub-Recipient and for all subcontractors or consultants to be paid from funds provided under this Agreement, including documentation of all program costs, in a form sufficient to determine compliance with the requirements and objectives of Attachments A and B to this Agreement("Budget and Scope of Work"and"Program Statutes and Regulations" respectively), and all other applicable laws and regulations. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (850) 815-4156, Records@em.myflorida.com, or 2555 Shumard Oak Boulevard, Tallahassee, FL 32399. (11)AUDITS a. The Sub-Recipient shall comply with the audit requirements contained in 2 C.F.R. Part 200, Subpart F. 10 Page 139 of 909 b. In accounting for the receipt and expenditure of funds under this Agreement,the Sub- Recipient shall follow Generally Accepted Accounting Principles("GAAP"). As defined by 2 C.F.R.§200.49, GAAP "has the meaning specified in accounting standards issued by the Government Accounting Standards Board (GASB) and the Financial Accounting Standards Board (FASB)." c. When conducting an audit of the Sub-Recipient's performance under this Agreement, the Division shall use Generally Accepted Government Auditing Standards ("GAGAS"). As defined by 2 C.F.R. §200.50, GAGAS, "also known as the Yellow Book, means generally accepted government auditing standards issued by the Comptroller General of the United States,which are applicable to financial audits." d. If an audit shows that all or any portion of the funds disbursed were not spent in accordance with the conditions of this Agreement,the Sub-Recipient shall be held liable for reimbursement to the Division of all funds not spent in accordance with these applicable regulations and Agreement provisions within thirty days after the Division has notified the Sub-Recipient of such non-compliance. e. The Sub-Recipient shall have all audits completed by an independent auditor,which is defined in section 215.97(2)(i), Florida Statutes, as "an independent certified public accountant licensed under chapter 473." The independent auditor shall state that the audit complied with the applicable provisions noted above. The audit must be received by the Division no later than nine months from the end of the Sub-Recipient's fiscal year. f. The Sub-Recipient shall send copies of reporting packages for audits conducted in accordance with 2 C.F.R. Part 200, by or on behalf of the Sub-Recipient, to the Division at the following address: DEMSingle—Audit@em.myflorida.com OR Office of the Inspector General 2555 Shumard Oak Boulevard Tallahassee, Florida 32399-2100 g. The Sub-Recipient shall send the Single Audit reporting package and Form SF-SAC to the Federal Audit Clearinghouse by submission online at: h ):Hh r r. :n .. ov/f c/i,olle 'i oindex.html h. The Sub-Recipient shall send any management letter issued by the auditor to the Division at the following address: DEMSingle_Audit@em.myflorida.com OR Office of the Inspector General 2555 Shumard Oak Boulevard Tallahassee, Florida 32399-2100 Page 140 of 909 (12) REPORTS a. Consistent with 2 C.F.R. §200.328, the Sub-Recipient shall provide the Division with quarterly reports and any applicable close-out reports. These reports shall include the current status and progress by the Sub-Recipient and, as applicable, all subcontractors in completing the work described in the Scope of Work and the expenditure of funds under this Agreement, in addition to any other information requested by the Division. TO , ,, ,c tti ... }\t f i, }5 2 .. 5,..,_. ,; Quarter 1 (Q1) October 1 -- December 31 January 15 Quarter 2 (Q2) January 1 March 31 April 15 Quarter 3 (Q3) April 1 — June 30 July 15 j Quarter 4 (Q4) July 1 _ September� tember 30 October 15 b. Quarterly reports are due to the Division no later than fifteen (15)days after the and of each quarter of the program year and shall be sent each quarter until submission of the administrative close-out report. The ending dates for each quarter of the program year are March 31,June 30, September 30 and December 31. c. The closeout report is due sixty (60) days after termination of this Agreement or sixty (60)days after completion of the activities contained in this Agreement, whichever first occurs. d. If all required reports and copies are not sent to the Division or are not completed in a manner acceptable to the Division,then the Division may withhold further payments until they are completed or may take other action as stated in Paragraph (16) REMEDIES. "Acceptable to the Division" means that the work product was completed in accordance with Attachment A to this Agreement ("Budget and Scope of Work"). e. The Sub-Recipient shall provide additional program updates or information that may be required by the Division. f. The Sub-Recipient shall provide additional reports and information as required by the Federal Awarding Agency or the Division. (13)MONITORING a. The Division shall monitor the performance of the Sub-Recipient under this Agreement, as well as that of its subcontractors and/or consultants who are paid from funds provided under this Agreement,to ensure that time schedules are being met, the Schedule of Deliverables and Scope of Work are being accomplished within the specified time periods, and other performance goals are being achieved. 12 Page 141 of 909 A review shall be done for each function or activity in Attachment A to this Agreement("Budget and Scope of Work")and reported in the quarterly report. b. In addition to reviews of audits, monitoring procedures may include, but not be limited to, on-site visits by Division staff, limited scope reviews, and/or other procedures. The Sub-Recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Division. In the event that the Division determines that an audit of the Sub-Recipient is appropriate, the Sub-Recipient agrees to comply with any additional instructions provided by the Division to the Sub- Recipient regarding such audit. The Sub-Recipient further agrees to comply and cooperate with any inspections, reviews, investigations or audits deemed necessary by the Florida Chief Financial Officer or Auditor General. In addition, the Division will monitor the performance and financial management by the Sub-Recipient throughout the contract term to ensure timely completion of all tasks. (14) LIABILITY a. Unless Sub-Recipient is a State agency or subdivision,as defined in section 768.28(2), Florida Statutes, the Sub-Recipient is solely responsible to parties it deals with in carrying out the terms of this Agreement. As authorized by section 768.28(19), Florida Statutes, Sub-Recipient shall hold the Division harmless against all claims of whatever nature by third parties arising from the work performance under this Agreement. For purposes of this Agreement, Sub-Recipient agrees that it is not an employee or agent of the Division but is an independent contractor. b. As required by section 768.28(l 9), Florida Statutes,any Sub-Recipient which is a State agency or subdivision, as defined in section 768.28(2), Florida Statutes, agrees to be fully responsible for its negligent or tortious acts or omissions which result in claims or suits against the Division and agrees to be liable for any damages proximately caused by the acts or omissions to the extent set forth in section 768.28, Florida Statutes. Nothing herein is intended to serve as a waiver of sovereign immunity by any Sub-Recipient to which sovereign immunity applies. Nothing herein shall be construed as consent by a State agency or subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. (15)DEFAULT, If any of the following events occur("Events of Default"), all obligations on the part of the Division to make further payment of funds shall terminate and the Division has the option to exercise any of its remedies as set forth in Paragraph (16); however, the Division may make payments or partial payments after any Events of Default without waiving the right to exercise such remedies, and without becoming liable to make any further payment if. a. Any warranty or representation made by the Sub-Recipient in this Agreement or any previous agreement with the Division is or becomes false or misleading in any respect, or if the Sub- Recipient fails to keep or perform any of the obligations, terms or covenants in this Agreement or any 13 Page 142 of 909 previous agreement with the Division and has not cured them in timely fashion, or is unable or unwilling to meet its obligations under this Agreement; b. Material adverse changes occur in the financial condition of the Sub-Recipient at any time during the term of this Agreement, and the Sub-Recipient fails to cure this adverse change within thirty days from the date written notice is sent by the Division; c. Any reports required by this Agreement have not been submitted to the Division or have been submitted with incorrect, incomplete or insufficient information; or d. The Sub-Recipient has failed to perform and complete on time any of its obligations under this Agreement. (16) REMEDIES If an Event of Default occurs,then the Division shall, after thirty(30)days of providing written notice to the Sub-Recipient and upon the Sub-Recipient's failure to cure within those thirty(30)clays, exercise any one or more of the following remedies, either concurrently or consecutively: a. Terminate this Agreement, provided that the Sub-Recipient is given at least thirty(30) days prior written notice of the termination. The notice shall be effective when placed in the United States, first class mail, postage prepaid, by registered or certified mail-return receipt requested, to the address in paragraph (3) herein. b. Begin an appropriate legal or equitable action to enforce performance of this Agreement. c. Withhold or suspend payment of all or any part of a request for payment. d. Require that the Sub-Recipient refund to the Division any monies used for ineligible purposes under the laws, rules and regulations governing the use of these funds. e. Exercise any corrective or remedial actions, to include but not be limited to: L Request additional information from the Sub-Recipient to determine the reasons for or the extent of non-compliance or lack of performance; ii. Issue a written warning to advise that more serious measures may be taken if the situation is not corrected; iii. Advise the Sub-Recipient to suspend, discontinue or refrain from incurring costs for any activities in question; or iv. Require the Sub-Recipient to reimburse the Division for the amount of costs incurred for any items determined to be ineligible; f. Exercise any other rights or remedies which may be available under law. Pursuing any of the above remedies will not stop the Division from pursuing any other remedies in this Agreement or provided at law or in equity. If the Division waives any right or remedy in this Agreement or fails to insist on strict performance by the Sub-Recipient, it will not affect, extend or waive any other right or remedy of the Division, or affect the later exercise of the same right or remedy by the Division for any other default by the Sub-Recipient. 14 Page 143 of 909 (17)TERMINATION a. The Division may terminate this Agreement for cause after thirty (30) days written notice. Cause can include misuse of funds, fraud, lack of compliance with applicable rules, laws and regulations, failure to perform on time, and refusal by the Sub-Recipient to permit public access to any document, paper, letter, or other material subject to disclosure under Chapter 119, Florida Statutes, as amended. b. The Division may terminate this Agreement for convenience or when it determines, in its sole discretion,that continuing the Agreement would not produce beneficial results in line with the further expenditure of funds, by providing the Sub-Recipient with thirty(30) days prior written notice. c. The parties may agree to terminate this Agreement for their mutual convenience through a written amendment of this Agreement. The amendment will state the effective date of the termination and the procedures for proper closeout of the Agreement. d. In the event that this Agreement is terminated, the Sub-Recipient will not incur new obligations for the terminated portion of the Agreement after the Sub-Recipient has received the notification of termination. The Sub-Recipient will cancel as many outstanding obligations as possible. Costs incurred after receipt of the termination notice will be disallowed. The Sub-Recipient shall not be relieved of liability to the Division because of any breach of Agreement by the Sub-Recipient. The Division may,to the extent authorized by law,withhold payments to the Sub-Recipient for the purpose of set-off until the exact amount of damages due the Division from the Sub-Recipient is determined. (18) PROCUREMENT a. The Sub-Recipient shall ensure that any procurement involving funds authorized by the Agreement complies with all applicable Federal and State laws and regulations, to include 2 C.F.R. §§200.318 through 200.325 as well as Appendix II to 2 C.F.R. Part 200 (entitled "Contract Provisions for Non-Federal Entity Contracts Under Federal Awards"). For this event, FEMA recognizes that noncompetitive procurements may be necessary to save lives, to protect property and public health and to ensure public safety, as well as to lessen or avert the threat of a catastrophe." The President's unprecedented Nationwide Emergency Declaration and the Secretary of Health and Human Services' (HHS) declaration of a Public Health Emergency for COVID-19 establish that exigent and emergency circumstances currently exist. For the duration of the Public Health Emergency, which began January 27, 2020 as determined by HHS, local governments,tribal governments,nonprofits,and other non-state entities may proceed with new and existing noncompetitively procured contracts in order to protect property and public health and safety,or to lessen or avert the threats created by emergency situations for 1)Emergency protective measures under FEMA's Public Assistance Program and 2) Use of FEMA non-disaster grant funds by non-state recipients and sub-recipients to respond to or address COVID-19. b. If the Sub-Recipient contracts with any contractor or vendor for performance of 15 Page 144 of 909 any portion of the work required under this Agreement,the Sub-Recipient must incorporate into its contract with such contractor or vendor an indemnification clause holding the Federal Government, its employees and/or their contractors, the Division, its employees and/or their contractors, and the Sub-Recipient and its employees and/or their contractors harmless from liability to third parties for claims asserted under such contract. c. The Sub-Recipient shall monitor and document, in the Attachment J of this Agreement ("Quarterly Report"), the contractor's progress in performing its work on its behalf under this Agreement in addition to its own progress. d. The Sub-Recipient shall ensure all contracts conform to sections 287.057 and 288.703, Florida Statutes. e. The Sub-Recipient may request guidance concerning procurement activity from the Division, but shall also use its own judgment to determine compliance with all applicable rules and statutes. (19) PAYMENTS a. Requests for Reimbursement (RFR) serve as invoices for the purposes of section 215. 422, Florida Statutes and shall include the supporting documentation for all costs of the project or services in detail sufficient for a proper pre-audit and post-audit thereof. The final RFR shall be submitted within thirty (30) days after the expiration date of the agreement or completion of applicable Project, whichever occurs first. b. Any advance payment made under this Agreement is subject to 2 C.F.R. §200.305 and, as applicable, section 216.181(16), Florida Statutes. All advances are required to be held in an interest-bearing account unless otherwise governed by a program specific waiver. If an advance payment is requested, the budget data upon which the request is based, and a justification statement shall be submitted along with this agreement at the time of execution by completing Attachment H of this Agreement ("Justification of Advance Payment"). The request will specify the amount of advance payment needed and provide an explanation of the necessity for and proposed use of these funds. Any advance funds not expended within the first ninety (90) days of the contract term must be returned to the Division Cashier within thirty (30) days, along with any interest earned on the advance. No advance shall be accepted for processing if a reimbursement has been paid prior to the submittal of a request for advanced payment. After the initial advance, if any, payment shall be made on a reimbursement basis as needed. c. If the necessary funds are not available to fund this Agreement, as a result of action by the United States Congress,the Federal Office of Management and Budgeting,the State Chief Financial Officer or under subparagraph (9)b of this Agreement, all obligations on the part of the Division to make any further payment of funds shall terminate, and the Sub-Recipient shall submit its closeout report within thirty(30)days of receiving notice from the Division. 16 Page 145 of 909 (20) EXPEDITED PROJECTS The Division and the Federal Awarding Agency have established an Expedited Projects Program in order to help affected counties, municipalities, and private-non-profits recover from COVID-19. This program provides funding for 50% of the eligible scope of work for project versions of selected Expedited Category B projects. These amounts will be subject to the cost sharing requirements applicable for the disaster. a. PROGRAM REQUIREMENTS Each eligible Sub-Recipient can request to include Category B: Emergency Protective Measures projects in this expedited program. The work claimed must have been performed during the Public Health Emergency. FEMA makes the final eligibility determination regarding project work and costs under the Expedited Program. In order to be eligible for this funding, these projects must be a "large" project with eligible scope of work totaling $131,100 or more. b. FUNDING Funding will be provided at 50% of estimated costs incurred through an eligible scope of work for included projects, during the periods of performance. Any and all expedited projects will ultimately require a full validation through the grants management process for all costs incurred. c. PARTICIPATION NOTIFICATION The Sub-Recipient is responsible for notifying the State Public Assistance Officer (SPAO) of its intent to participate in the program. The Sub-Recipient notifies the SPAO by submitting the notification of their intention to participate via email to Etpq!„tedProiects, F ern,mAorida.corn and the SPAO will then notify FEMA . Once that email correspondence is made, the project development will be tracked through Grants Portal and all payments will be made using the workflows in FDEM's Grants Management System. (21) REPAYMENTS a. All refunds or repayments due to the Division under this agreement are due no later than thirty (30)days from notification by the Division of funds due. b. As a condition of funding under this Agreement, the Sub-Recipient agrees that the Recipient may withhold funds otherwise payable to the Sub-Recipient from any disbursement to the Recipient, by the Federal Awarding Agency or any other source, upon a determination by the Recipient or the Federal Awarding Agency that funds exceeding the eligible costs have been disbursed to the Sub- Recipient pursuant to this Agreement or any other funding agreement administered by the Recipient. The Sub-Recipient understands and agrees that the Recipient may offset any funds due and payable to the Sub-Recipient until the debt to the State is satisfied. In such event, the Recipient will notify the Sub- Recipient via the entry of notes in its grants management system. c. All refunds or repayments due to the Division under this Agreement are to be made payable to the order of"Division of Emergency Management", must include the invoice number and the 17 Page 146 of 909 applicable Disaster and Project number(s)that are the subject of the invoice, and be mailed directly to the following address: Division of Emergency Management Cashier 2555 Shumard Oak Boulevard Tallahassee FL 32399-2100 d. In accordance with section 215.34(2), Florida Statutes, if a check or other draft is returned to the Division for collection, the Sub-Recipient shall pay the Division a service fee of$15.00 or 5%of the face amount of the returned check or draft;whichever is greater. (22)MANDATED CONDITIONS a. The validity of this Agreement is subject to the truth and accuracy of all the information, representations, and materials submitted or provided by the Sub-Recipient in this Agreement, in any later submission or response to a Division request, or in any submission or response to fulfill the requirements of this Agreement. All of the said information, representations, and materials are incorporated by reference. The inaccuracy of the submissions or any material changes shall, at the option of the Division and with thirty(30)days written notice to the Sub-Recipient, cause the termination of this Agreement and the release of the Division from all its obligations to the Sub-Recipient. b. This Agreement shall be construed under the laws of the State of Florida, and venue for any actions arising out of this Agreement shall be in the Circuit Court of Leon County. If any provision of this Agreement is in conflict with any applicable statute or rule, or is unenforceable, then the provision shall be null and void to the extent of the conflict, and shall be severable, but shall not invalidate any other provision of this Agreement. c. Any power of approval or disapproval granted to the Division under the terms of this Agreement shall survive the term of this Agreement. d. The Sub-Recipient agrees to comply with the Americans with Disabilities Act {Public Law 101-336,42 U.S.C. Section 12101 et seg. ,which prohibits discrimination by public and private entities on the basis of disability in employment, public accommodations, transportation, State and Local government services, and telecommunications. e. Those who have been placed on the convicted,vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of 1s Page 147 of 909 $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. f. Any Sub-Recipient which receives funds under this Agreement from the Federal government, certifies, to the best of its knowledge and belief,that it and its principals: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a Federal department ora ency; ii. Have not,within a five(5)-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or Local) transaction or contract under public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; iii. Are not presently indicted or otherwise criminally or civilly charged by a governmental entity(Federal, State or Local)with commission of any offenses enumerated in paragraph (22)f. ii. of this certification; and, iv. Have not, within a five (5)-year period preceding this Agreement, had one or more public transactions (Federal, State or Local) terminated for cause or default. g. If the Sub-Recipient is unable to certify to any of the statements in this certification, then the Sub-Recipient shall attach an explanation to this Agreement. h. In addition,the Sub-Recipient shall send to the Division (by email to the assigned grant manager) the completed Attachment C of this Agreement ("Certification Regarding Debarment') for the Sub-Recipient and a screenshot reflecting such self-check via the Federal System for Award Management (SAM) clearinghouse through thew bsite www,sam.go . Sub-Recipient shall also perform this check for any and all intended contractor or subcontractor which Sub-Recipient plans to fund under this Agreement. A screenshot of the clearinghouse results for each intended contractor or subcontractor should be maintained by the Sub-Recipient and provided to the Division upon request. The check must be completed before the Sub-Recipient enters into a contract covering the scope of work outlined in the PWs with any contractor or subcontractor. i. The Division reserves the right to unilaterally cancel this Agreement if the Sub- Recipient refuses to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, which the Sub-Recipient created or received under this Agreement. j. If the Sub-Recipient is allowed to temporarily invest any advances of funds under this Agreement, any interest income shall either be returned to the Division or be applied against the Division's obligation to pay the contract amount unless otherwise governed by program specific waiver. 19 Page 148 of 909 k. The State of Florida will not intentionally award publicly funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) [Section 274A(e) of the Immigration and Nationality Act ("INA")]. The Division shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e)of the INA. Such violation by the Sub-Recipient of the employment provisions contained in Section 274A(e)of the INA shall be grounds for unilateral cancellation of this Agreement by the Division. I. Section 287.05805, Florida Statutes, requires that any state funds provided for the purchase of or improvements to real property are contingent upon the contractor or political subdivision granting to the state a security interest in the property at least to the amount of state funds provided for at least 5 years from the date of purchase or the completion of the improvements or as further required by law. This provision is only applicable to subrecipients receiving a state cost share. m. The Division may, at its option,terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S.,or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. (23)LOBBYING PROHIBITION a. 2 C.F.R. §200.450 prohibits reimbursement for costs associated with certain lobbying activities. b. Section 216.347, Florida Statutes, prohibits "any disbursement of grants and aids appropriations pursuant to a contract or grant to any person or organization unless the terms of the grant or contract prohibit the expenditure of funds for the purpose of lobbying the Legislature,the judicial branch, or a state agency." c. No funds or other resources received from the Division under this Agreement may be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any State agency. d. The Sub-Recipient certifies, by its signature to this Agreement, that to the best of his or her knowledge and belief: i. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Sub-Recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement. 20 Page 149 of 909 ii. if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the Sub-Recipient shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. iii. The Sub-Recipient shall require that this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Sub-Recipients shall certify and disclose accordingly. iv. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. (24)COPYRIGHT, PATENT AND TRADEMARK EXCEPT AS PROVIDED BELOW,ANY AND ALL PATENT RIGHTS ACCRUING UNDER OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT ARE HEREBY RESERVED TO THE STATE OF FLORIDA; AND, ANY AND ALL COPYRIGHTS ACCRUING UNDER OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT ARE HEREBY TRANSFERRED BY THE SUB- RECIPIENT TO THE STATE OF FLORIDA. a. If the Sub-Recipient has a pre-existing patent or copyright, the Sub-Recipient shall retain all rights and entitlements to that pre-existing patent or copyright unless the Agreement provides otherwise. b. If any discovery or invention is developed in the course of or as a result of work or services performed under this Agreement,or in any way connected with it,the Sub-Recipient shall refer the discovery or invention to the Division for a determination whether the State of Florida will seek patent protection in its name. Any patent rights accruing under or in connection with the performance of this Agreement are reserved to the State of Florida. If any books, manuals,films,or other copyrightable material are produced, the Sub-Recipient shall notify the Division. Any copyrights accruing under or in connection with the performance under this Agreement are transferred by the Sub-Recipient to the State of Florida. c. Within thirty(30)days of execution of this Agreement,the Sub-Recipient shall disclose all intellectual properties relating to the performance of this Agreement which he or she knows or should know could give rise to a patent or copyright. The Sub-Recipient shall retain all rights and entitlements to any pre-existing intellectual property which is disclosed. Failure to disclose will indicate that no such 21 Page 150 of 909 property exists. The Division shall then, under Paragraph(24)b., have the right to all patents and copyrights which accrue during performance of the Agreement. d. If the Sub-Recipient qualifies as a state university under Florida law,then, pursuant to section 1004.23, Florida Statutes, any invention conceived exclusively by the employees of the Sub- Recipient shall become the sole property of the Sub-Recipient. In the case of joint inventions, that is inventions made jointly by one or more employees of both parties hereto, each party shall have an equal, undivided interest in and to such joint inventions. The Division shall retain a perpetual, irrevocable, fully- paid, nonexclusive license, for its use and the use of its contractors of any resulting patented, copyrighted or trademarked work products, developed solely by the Sub-Recipient, under this Agreement, for Florida government purposes. (26) LEGAL AUTHORIZATION The Sub-Recipient certifies that it has the legal authority to receive the funds under this Agreement and that its governing body has authorized the execution and acceptance of this Agreement. The Sub- Recipient also certifies that the undersigned person has the authority to legally execute and bind Sub- Recipient to the terms of this Agreement. (26) NONDISCRIMINATION BY CONTRACTORS Pursuant to 44 C.F.R. §§7 and 16, and 44 C.F.R. §206.11, the Sub-Recipient must undertake an active program of nondiscrimination in its administration of disaster assistance under this Agreement. The Sub-Recipient is also subject to the requirements in the General Services Administrative Consolidated List of Debarred, Suspended and Ineligible Contractors, in accordance with 44 C.F.R. § 17. (27)ASSURANCES The Sub-Recipient shall comply with any Statement of Assurances incorporated as Attachment E to this Agreement("Statement of Assurances"). (28) DUPLICATION OF BENEFITS PROHIBITED a. The Sub-Recipient understands it may not receive funding under this Agreement to pay for damage covered by insurance, nor may the Sub-Recipient receive any other duplicate benefits from any source whatsoever. b. The Sub-Recipient agrees to reimburse the Recipient if it receives any duplicate benefits, from any source, for any damage identified on the applicable Project Worksheets, for which the Sub-Recipient has received payment from the Recipient. c. The Sub-Recipient agrees to notify the Recipient in writing within thirty(30)days of the date it becomes aware of the possible availability of, applies for, or receives funds, regardless of the source,which could reasonably be considered as duplicate benefits. d. in the event the Recipient determines the Sub-Recipient has received duplicate 22 Page 151 of 909 benefits, the Sub-Recipient gives the Grantee/Recipient the express authority to offset the amount of any such duplicate benefits by withholding them from any other funds otherwise due and payable to the Sub- Recipient,and to use such remedies as may be available administratively or at law to recover such benefits. (29)ATTACHMENTS a. All attachments to this Agreement are incorporated as if set out fully. b. In the event of any inconsistencies or conflict between the language of this Agreement and the attachments,the language of the attachments shall control, but only to the extent of the conflict or inconsistency. c. This Agreement has the following attachments: i. Exhibit 1 —Funding Sources ii. Attachment A—Budget and Project List iii. Attachment B—Scope of Work, Deliverables, and Financial Consequences iv. Attachment C—Certification Regarding Debarment V. Attachment D—Designation of Authority V1. Attachment E--Statement of Assurances vii, Attachment F—Election to Participate in PA Alternative Procedures(PAAP) viii. Attachment G—Public Assistance Program Guidance ix. Attachment H—Federal Funding Accountability and Transparency Act (FFATA) Reporting X. Attachment I—Mandatory Contract Provisions A. Attachment J—DHS OIG Audit Issues and Acknowledgement xii. Attachment K—Justification for Advance Payment 23 Page 152 of 909 Agreement Number: 22099 IN WITNESS WHEREOF,the parties hereto have executed this Agreement. SUB-RECIPIENT: Boynton Beach,City of %f r Name: . ' Title: Date: . FEID# 59-6000282 STATE OF FLORIDA DIVISION OF EMERGENCY MANAGEMENT By: Jared Moskowitz, Director Date: 24 Page 153 of 909 EXHIBIT—1 FUNDING SOURCES THE FOLLOWING FEDERAL, RESOURCES ARE AWARDED TO THE SUB-RECIPIENT UNDER THIS AGREEMENT: Federal Program Federal agency: Federal Emergency Management Agency: Public Assistance Program Catalog of Federal Domestic Assistance: 97.036 Amount of Federal Funding: $ THE FOLLOWING COMPLIANCE REQUIREMENTS APPLY TO THE FEDERAL RESOURCES AWARDED UNDER THIS AGREEMENT: 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards 44 C.F.R. Part 206 • The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities • FEMA Public Assistance Program and Policy Guide, 2018 V3.1-effective for all emergencies and major disasters declared on or after August 23, 2017. o Link here: https://www.fema.gov/media-library/assets/documents/111781 Federal Program: 1. Sub-Recipient is to use funding to perform eligible activities in accordance with the Stafford Act, FEMA Public Assistance Program and Policy Guide,2018V3.1 and approved Project Worksheet(s) (PW). Eligible work is classified into the following categories: Emergency Work Category A: Debris Removal Category B: Emergency Protective Measures Permanent Work Category C: Roads and Bridges Category D: Water Control Facilities Category E: Public Buildings and Contents Category F: Public Utilities Category G: Parks, Recreational, and other Facilities 2. Sub-Recipient is subject to all administrative and financial requirements as set forth in this Agreement or will be in violation of the terms of the Agreement. 25 Page 154 of 909 Attachment A Budget and Project List Budget. The Budget of this Agreement is initially determined by the amount of any Project Worksheet(s)(PW)that the Federal Emergency Management Administration(FEMA)has obligated for a Sub-Recipient at the time of execution. Subsequent PWs or revisions thereof will increase or decrease the Budget of this Agreement.The PW(s)that have been obligated at the time of execution are: ity of Pt, cO DR 4486 Total�Sub_Reelpt$U tort Beach. are 0 0 :,.,µ.. .,., �OA4i" '�f'i PwICa Project Title Federal Share Fed, State Share State Local Sham Latfll Total El lble POP Start Data POP Erttl Date # °k, k % Amount 26 Page 155 of 909 Attachment B SCOPE OF WORK, DELIVERABLES and FINANCIAL CONSEQUENCES Scope of Work FEMA has sole authority for determining eligibility of project activities and reasonableness of associated costs. The sub-recipient is required to complete all eligible Projects and submit appropriate supporting documentation for emergency protective measures, debris removal, repair or replacement of Disaster damaged facilities, as approved by FEMA. When FEMA has obligated funding for a Sub-Recipient's PW, the Division notifies the Sub-Recipient with a copy of the PW(or P2 Report). A Sub-Recipient may receive more than one PW and each will contain a separate Project. Budget and Project List—Attachment A of this Agreement will be modified quarterly, as necessary, to incorporate new PWs or PW versions. For the purpose of this Agreement,each Project will be monitored, completed and reimbursed independently of the other Projects which are made part of this Agreement. Incident End Date As of 5/21/2020 the incident is ongoing. The parties hereby agree that the end date of the incident, as determined by FEMA at a future date,will be established as the end date for this incident. Any documents or memoranda issued by FEMA establishing the end date for this incident is hereby incorporated by reference, and the parties agree to include any such documents into this agreement without any need to execute an amendment to this agreement. The parties do not agree to change any other terms in this agreement without express written approval. Deliverables For the purposes of this agreement, each project will be a standalone deliverable but may be compensated incrementally based on the Sub-recipient's expenditures. The required performance level is satisfactory completion of the project as identified in the Scope of Work, the approved PW, and subsequent PW versions, if applicable. Large Project Deliverables Reimbursement requests will be submitted separately for each Large Project. Reimbursement for Large Project costs shall be based on the percentage of completion of the individual Project. Any request for reimbursement shall provide adequate, well organized and complete source documentation to support all costs related to the Project, and shall be clearly identified by the Project Number as generated by FEMA. Requests which do not conform will be returned to the Sub-Recipient prior to acceptance for payment. Reimbursement up to 95%of the total eligible amount will be paid upon acceptance and is contingent upon: • Timely submission of Quarterly Reports(due 15 days after end of each quarter). • Timely submission of invoices(Requests for Reimbursement)and supported by documentation for all costs of the project or services in detail sufficient for a proper pre-audit and post-audit thereof. The final invoice shall be submitted within sixty (60) days after the expiration of the agreement or completion of the project, whichever occurs first. An explanation of any circumstances prohibiting the submittal of quarterly invoices shall be submitted to the Division Grant Manager as part of the Sub-Recipient's quarterly reporting as referenced in Paragraph 7 of this agreement. Adjustments to the invoicing schedule must be approved in advance in writing by the Division Grant Manager. • Timely submission of Request for Final Inspection (within ninety (90) days of project completion— for each project). • Sub-Recipient shall include a sworn Affidavit or American Institute of Architects (AIA)forms G702 and G703, as required below. o A. Affidavit. The Sub-Recipient is required to submit an Affidavit signed by the Sub- Recipient's project personnel with each reimbursement request attesting to the following: 27 Page 156 of 909 the percentage of completion of the work that the reimbursement request represents, that disbursements or payments were made in accordance with all of the Agreement and regulatory conditions, and that reimbursement is due and has not been previously requested. o B. AIA Forms G702 and G703. For construction projects where an architectural, engineering or construction management firm provides construction administration services, the Sub-Recipient shall provide a copy of the American Institute of Architects (AIA)form G702,Application and Certification for Payment,or a comparable form approved by the Division, signed by the contractor and inspection/certifying architect or engineer, and a copy of form G703, Continuation Sheet, or a comparable form approved by the Division. Five percent(5%)of the total eligible amount(including Federal, State and Local shares)for each payment request will be retained until the final Request for Reimbursement(or backup for advance expenditure) has been verified as acceptable by the Division's Grant Manager, which must include dated certification that the Project is 100% complete. Further, all required documentation must be available in FDEM Grants Management System prior to release of the retained amount, to include permits, policies & procedures, procurement and insurance documents. At such time all required activities and documentation requirements have been verified as performed and met, the Sub-Recipient may request the total retained amount. Small Projects Deliverables Small projects will be paid upon obligation of the Project Worksheet and execution of the subgrant agreement. Sub-Recipient must initiate the Small Project Closeout in FDEM Grants Management System within thirty(30)days of completion of the project work,or no later than the period of performance end date. Small Project Closeout is initiated by logging into FDEM Grants Management System, selecting the Sub- Recipient's account, then selecting 'Create New Request', and selecting 'New Small Project Completion/Closeout'. Complete the form and 'Save'. The final action is to advance the form to the next queue for review. Financial Consequences: For any Project(PW)that the Sub-Recipient fails to complete in compliance with Federal, State and Local requirements, the Division shall withhold a portion of the funding up to the full amount. 2 CFR 200.338 and section 215.971, Florida Statutes, requires the Division, as the recipient of Federal funding,to apply financial consequences, including withholding a portion of funding up to the full amount in the event that the Sub-Recipient fails to be in compliance with Federal, State, and Local requirements, or satisfactorily perform required activities/tasks. The Division shall apply the following financial consequences in these specifically identified events: Work performed outside the Period of Performance— Based on 2 C.F.R. Section 200.309, a Sub-Recipient may be reimbursed for eligible costs incurred for work performed within the period of performance. Costs incurred as a result of work performed outside of the period of performance will be deemed not allowable and ineligible for reimbursement by the Division. If the Sub-Recipient does not anticipate finishing the work within the original period of performance, it must request a time extension and support that the work cannot be timely completed due to extenuating circumstances beyond the Sub-Recipient's control(Attachment G). Additionally, if the project is not completed within the period of performance and a time extension request was not granted,the Division will coordinate with the Federal Awarding Agency to adjust the costs obligated amount to reflect the actual allowable costs incurred during the period of performance. Failure to submit quarterly reports timely—Pursuant to 2 C.F.R. Section 328,the Division is responsible for oversight of the operations of the Federal award supported activities. Section 215.971, Florida Statutes provides the Division must monitor the activities performed under Federal awards to assure compliance with applicable Federal and State requirements and gain assurances that performance expectations are 28 Page 157 of 909 being achieved. Paragraph(12)of the subgrant agreement requires the Sub-Recipient to submit a quarterly report that identifies the progress made on the project and will at a minimum include details regarding the status of all work in progress, work that has been completed, and work that has yet to begin. All work must be performed and completed in accordance with the Scope of Work. The report will also provide a detailed breakdown that supports the expenditure of funds under this Agreement, as well as any other information requested by the Division. These reports are due to the Division no later than 15 days after the end of each quarter of the program year and shall be sent each quarter until submission of the administrative close-out report. In the event that a Sub-Recipient fails to timely submit this report, the Division will enforce the following: • Withhold 0.1 percent of the entire eligible amount obligated every day the report is late OR • Withhold$500.00, whichever is less. The Division retains the right to impose financial consequences for instances of non-performance or non- compliance not specifically addressed in this section. 29 Page 158 of 909 Attachment C CERTIFICATION REGARDING DEBARMENT,SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION With respect to any Sub-recipient of the State,which receives funds under this Agreement from the Federal government, to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 2. Have not within the five-year period preceding entering into this Agreement had one or more public transactions(Federal, State, or Local)terminated for cause or default; and 3. Have not within the five-year period preceding entering into this proposal been convicted of or had a civil judgment rendered against them for: a) the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or Local)transaction or a contract under public transaction, or b) violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property. The Sub-recipient understands and agrees that the language of this certification must be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, contracts under grants, loans, and cooperative agreements) and that all contractors and sub-contractors must certify and disclose accordingly. The Sub-recipient further understands and agrees that this certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Sub-recipient further understands that submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification is subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. a SignatOre Sub-Recipient Name Name and Title DEM Contract Number T . 0 C v , Streit Address City, tat. zip Date 30 Page 159 of 909 Attachment D DESIGNATION OF AUTHORITY The Designation of Authority Form is submitted with each new disaster or emergency declaration to provide the authority for the Sub-Recipient's Primary Agent and Alternate Agent to access the FDEM Grants Management System in order to enter notes, review notes and documents, and submit the documentation necessary to work the new event. The Designation of Authority Form is originally submitted as Attachment "D"to the PA Funding Agreement for each disaster or emergency declaration. Subsequently, the Primary or Alternate contact should review the agency contacts at least quarterly. The Authorized Representative can request a change in contacts via email to the State team; a note should be entered in FDEM Grants Management System if the list is correct. Contacts should be removed as soon as they separate, retire, or are reassigned by the Agency. A new form will only be needed if all authorized representatives have separated from your agency. Note that if a new Designation form is submitted,all Agency Representatives currently listed as contacts that are not included on the updated form will be deleted from FDEM Grants Management System as the contacts listed are replaced in the system, not supplemented. All users must log in on a monthly basis to keep their accounts from becoming locked. Instructions for Completion Complete the form in its entirety, listing the name and information for all representatives who will be working in the FDEM Grant Management System. Users will be notified via email when they have been granted access. The user must log in to the FDEM Grants Management System within twelve (12) hours of being notified or their account will lock them out. Each user must log in within a sixty(60)day time period or their account will lock them out. In the event you try to log in and your account is locked, submit a ticket using the Access Request link on the home page. The form is divided into twelve blocks; each block must be completed where appropriate. Block 1: "Authorized Agent"—This should be the highest authority in your organization who is authorized to sign legal documents on behalf of your organization. (Only one Authorized Agent is allowed, and this person will have full access/authority unless otherwise requested). Block 2: "Primary Agent" — This is the person designated by your organization to receive all correspondence and is our main point of contact. This contact will be responsible for answering questions, uploading documents, and submitting reports/requests in FDEM Grants Management System. The Primary Agent is usually not the Authorized Agent but should be responsible for updating all internal stakeholders on all grant activities. (Only one Primary Agent is allowed, and this contact will have full access). Block 3: "Alternate Agent"—This is the person designated by your organization to be available when the Primary is not. (Only one Alternate Agent is allowed, and this contact will have full access). Block 4, 5, and 6: "Other' (Finance/Point of Contact, Risk Management-Insurance, and Environmental- Historic). Providing these contacts is essential in the coordination and communication required between State and Local subject matter experts. We understand that the same agent may be identified in multiple blocks, however we ask that you enter the name and information again to ensure we are communicating with the correct individuals. Block 7— 12: "Other' (Read Only Access)—There is no limit on "Other" contacts, but we ask that this be restricted to those that are going to actually need to log in and have a role in reviewing the information. This designation is only for situational awareness purposes as individuals with the "Other Read-Only" designation cannot take any action in FDEM Grants Management System. 31 Page 160 of 909 DESIGNATION OF AUTHORITY(AGENTS) FEMAIGRANTEE PUBLIC ASSISTANCE PROGRAM FLORIDA DIVISION OF EMERGENCY MANAGEMENT Sub-Grantee: Box 1: Authorized Agent(Full Accessi Box 2: Primar;Ag ent(Full Accessi Agent's Name Agent's Name s Signature q Signature Organization/Os is, "osition,t ,kOrganization 1 Official Posit c ,,. 1 l- 9 � VA �iem°`t� Mailing Address Mailing Address. bo �. .. a( s .� .� � 1Q0 tQ VW0 A UiL . City,State,Zip City State,Zip r am _ is , , 3 . Daytime Telephone , Co � Daytime Telephone Tr - E-mail Address i`j E-mail Address > (�A m � k . Box 3: Alternate Agent(Full Access) Box 4: Other-Finance/Point of Contact(Full Access) Agent's Name Official's Name Signature Signaturevvl § } ,_ %'w ( , Organization I Official Position Organization/Oiaci,&Position Mailing Address Mailing Address O eak °. � City,State,Zip City,State,Zip Daytime Telephone Daytime Telephone � E-mail Address E-mail Address I Box 5: Other-Risk Mgmt-Insurance(Full Access) Box 6: Other-Environmental-Historic(Full Access) Agent's Name Agent's Name Signature Signature - Organization/Official Position Organization/Official Position Mailing Address Mailing Address iI City,State,Zip City,State,Zip Daytime Telephone Daytime Telephone E-mail Address E-mail Address 'I The above Primary and Alternate Agents are hereby authorized to execute and file an Application for Public Assistance on behalf of the Sub-grantee for the purpose of obtaining certain Grantee and Federal financial assistance under the Robert T.Stafford Disaster Relief&Emergency Assistance Act,(Public Law 93-288 as amended)or otherwise available.These agents are authorized to represent and act for the Sub-Grantee in all dealings with the State of Florida, Grantee,for all matters pertaining to such disaster assistance previously signed and executed by the Grantee and Sub-grantee.Additional contacts may be placed on page 2 of this document for read only access by the above Authorized Agents. ........... ,4� , c;4A,)'04t,%.4W , Sub-Grantee Authorized Agent Signature ................. ... Date 32 Page 161 of 909 DESIGNATION OF AUTHORITY(AGENTS) FEMA/GRANTEE PUBLIC ASSISTANCE PROGRAM FLORIDA DIVISION OF EMERGENCY MANAGEMENT Sub-Grantee: Date: Box 7: Other ,Read OnE Accessi Box 8: Other (Read OnI4. Access) Agent's Name Agent's Name Signature Signature Organization 1 Official Position Organization/Official Position Mailing Address Mailing Address ........ City,State,Zip City,State,Zip Daytime Telephone Daytime Telephone E-mail Address E-mail Address Box 9: Other (Read Only Access) Box 10: Other (Read Only Access) Agent's Name Official's Name Signature Signature Organization/Official Position Organization 1 Official Position Mailing Address Mailing Address City,State,Zip City,State,Zip �o Daytime Telephone Daytime Telephone E-mail Address F mail Address Box 11: Other (Read Only Access) i Box 12: Other (Read Only Access) Agent's Name Tj Agent's Name Signature (i Signature Organization 1 Official Position Organization 1 Official Position Mailing Address Mailing Address City,State,Zip City,State,Zip -- - ,. - Daytime Telephone I Daytime Telephone i E-mail Address E-mail Address Sub-Grantee's Fiscal Year(FY)Start: Month: -r# .f , Day: ............................__..,.. __..._... Sub Grantees Federal Employer's Identification Number(EIN) _ # 1 Sub-Grantee's Grantee Cognizant Agency for Single Audit Purposes: Florida Division of Emergency Management ..........- ......_ . _ ... _ __ _....®... .. _..._ Sub-Grantee s: FIPS Number(If Known) <111' - ," '�i� P ) NOTE: This form should be reviewed and necessary updates should be made each quarter to maintain efficient communication and continuity throughout staff turnover. Updates may be made by email to the state team assigned to your account. A new form will only be needed if all authorized representatives have separated from your agency.Be aware that submitting a new Designation of Authority affects the contacts that have been listed on previous Designation forms in that the information in FloridaPA.org will be updated and the contacts listed above will replace,not supplement,the contacts on the previous list. 33 Page 162 of 909 Attachment E STATEMENT OF ASSURANCES 1) The Sub-Recipient hereby certifies compliance with all Federal statutes, regulations, policies, guidelines, and requirements, including but not limited to OMB Circulars No.A-21,A-87,A-110,A- 122, and A-128; E.O. 12372; and Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200; that govern the application, acceptance and use of Federal funds for this Federally-assisted project. 2) Additionally, to the extent the following provisions apply to this Agreement, the Sub-Recipient assures and certifies that: a. It possesses legal authority to apply for the grant, and to finance and construct the proposed facilities; that a resolution, motion, or similar action has been duly adopted or passed as an official act of the Sub-Recipient's governing body,authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the Sub- Recipient to act in connection with the application and to provide such additional information as may be required. b. To the best of its knowledge and belief the disaster relief work described on each Federal Emergency Management Agency (FEMA) Project Application for which Federal Financial assistance is requested is eligible in accordance with the criteria contained in 44 C.F.R. §206, and applicable FEMA policy documents. c. The emergency or disaster relief work therein described for which Federal Assistance is requested hereunder does not, or will not, duplicate benefits available for the same loss from another source. 3) The Sub-Recipient further assures it will: a. Have sufficient funds available to meet the non-Federal share of the cost for construction projects. Sufficient funds will be available when construction is completed to assure effective operation and maintenance of the facility for the purpose constructed, and if not, it will request a waiver from the Governor to cover the cost. b. Refrain from entering into a construction contract(s)for the project or undertake other activities until the conditions of the grant program(s)have been met,all contracts meet Federal, State, and Local regulations. c. Provide and maintain competent and adequate architectural engineering supervision and inspection at the construction site to ensure that the completed work conforms to the approved plans and specifications,and will furnish progress reports and such other information as the Federal grantor agency may need. d. Cause work on the project to be commenced within a reasonable time after receipt of notification from the approving Federal agency that funds have been approved and will see that work on the project will be done to completion with reasonable diligence. e. Not dispose of or encumber its title or other interests in the site and facilities during the period of Federal interest or while the Government holds bonds,whichever is longer. f. Provide without cost to the United States and the Grantee/Recipient all lands, easements and rights-of-way necessary for accomplishment of the approved work and will also hold and save the United States and the Grantee/Recipient free from damages due to the approved work or Federal funding. g. Establish safeguards to prohibit employees from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others,particularly those with whom they have family,business,or other ties. 34 Page 163 of 909 h. Assist the Federal grantor agency in its compliance with Section 106 of the National Historic Preservation Act of 1966 as amended, Executive Order 11593, and the Archeological and Historical Preservation Act of 1966 by: i. Consulting with the State Historic Preservation Officer on the conduct of investigations, as necessary, to identify properties fisted in or eligible for inclusion in the National Register of Historic Places that are subject to adverse effects (see 36 C.F.R. Part 800.8) by the activity, and notifying the Federal grantor agency of the existence of any such properties; and, ii. By complying with all requirements established by the Federal grantor agency to avoid or mitigate adverse effects upon such properties. i. Give the sponsoring agency or the Comptroller General, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the grant. j. With respect to demolition activities: i. Create and make available documentation sufficient to demonstrate that the Sub-Recipient and its demolition contractor have sufficient manpower and equipment to comply with the obligations as outlined in this Agreement; ii. Return the property to its natural state as though no improvements had been contained thereon; iii. Furnish documentation of all qualified personnel, licenses, and all equipment necessary to inspect buildings located in Sub-Recipient's jurisdiction to detect the presence of asbestos and lead in accordance with requirements of the U.S. Environmental Protection Agency, the Florida Department of Environmental Protection, and the appropriate County Health Department; iv. Provide documentation of the inspection results for each structure to indicate safety hazards present, health hazards present, and/or hazardous materials present; v. Provide supervision over contractors or employees employed by the Sub- Recipient to remove asbestos and lead from demolished or otherwise applicable structures; vi. Leave the demolished site clean, level, and free of debris; vii. Notify the Grantee/Recipient promptly of any unusual existing condition which hampers the contractors work; viii. Obtain all required permits; ix. Provide addresses and marked maps for each site where water wells and septic tanks are to be closed, along with the number of wells and septic tanks located on each site, and provide documentation of such closures; x. Comply with 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; A. Comply with all applicable standards, orders, or requirements issued under Section 112 and 306 of the Clean Air Act, Section 508 of the Clean Water Act, Executive Order 11738, and the U.S. Environmental Protection Agency regulations. (This clause must be added to any subcontracts); and, xii. Provide documentation of public notices for demolition activities. k. Require facilities to be designed to comply with the"American Standard Specifications for Making Buildings and Facilities Accessible to, and Usable by the Physically Handicapped," Number A117.1-1961, as modified. The Sub-Recipient will be 35 Page 164 of 909 responsible for conducting inspections to ensure compliance with these specifications by the contractor. I. Provide an Equal Employment Opportunity Program, if required to maintain one,where the application is for$500,00004 or more. m. Return overpaid funds within the forty-five (45) day requirement, and if unable to pay within the required time period, begin working with the GranteelRecipient in good faith to agree upon a repayment date. n. In the event a Federal or State court or Federal or State administrative agency makes a finding of discrimination after a due process hearing on the Grounds of race, color, religion, national origin, sex, or disability against a recipient of funds,forward a copy of the finding to the Office for Civil Rights, Office of Justice Programs. 4) The Sub-Recipient agrees it will comply with the: a. Requirements of all provisions of the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 which provides for fair and equitable treatment of persons displaced as a result of Federal and Federally assisted programs. b. Provisions of Federal law found at 5 U.S.C. § 1501, et. seq.which limit certain political activities of employees of a State or Local unit of government whose principal employment is in connection with an activity financed in whole or in part by Federal grants. c. Provisions of 18 U.S.C. §§ 594, 598, and 600-605 relating to elections, relief appropriations, and employment, contributions, and solicitations. d. Minimum wage and maximum hour's provisions of the Federal Fair Labor Standards Act. e. Contract Work Hours and Safety Standards Act of 1962, requiring that mechanics and laborers (including watchmen and guards) employed on Federally assisted contracts be paid wages of not less than one and one-half times their basic wage rates for all hours worked in excess of forty hours in a work week. f. Federal Fair Labor Standards Act, requiring that covered employees be paid at least the minimum prescribed wage, and also that they.be paid one and one-half times their basic wage rates for all hours worked in excess of the prescribed workweek. g. Anti-Kickback Act of 1986, which outlaws and prescribes penalties for"kick-backs" of wages in Federally financed or assisted construction activities. h. Requirements imposed by the Federal sponsoring agency concerning special requirements of law, program requirements, and other administrative requirements. It further agrees to ensure that the facilities under its ownership, lease or supervision which are utilized in the accomplishment of the project are not listed on the Environmental Protection Agency's(EPA) list of Violating Facilities and that it will notify the Federal grantor agency of the receipt of any communication from the Director of the EPA Office of Federal Activities indicating that a facility to be used in the project is under consideration for listing by the EPA. i. Flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973, which requires that on and after March 2, 1975, the purchase of flood insurance in communities where such insurance is available,as a condition for the receipt of any Federal financial assistance for construction or acquisition purposes for use in any area that has been identified by the Secretary of the Department of Housing and Urban Development as an area having special flood hazards. The phrase "Federal financial assistance" includes any form of loan, grant, guaranty, insurance payment, rebate, subsidy, disaster assistance loan or grant, or any other form of direct or indirect Federal assistance. 36 Page 165 of 909 j. Insurance requirements of Section 314, PL 93-288, to obtain and maintain any other insurance as may be reasonable, adequate, and necessary to protect against further loss to any property which was replaced, restored, repaired, or constructed with this assistance. Note that FEMA provides a mechanism to modify this insurance requirement by filing a request for an insurance commissioner certification (ICC). The State's insurance commissioner cannot waive Federal insurance requirements but may certify the types and extent of insurance reasonable to protect against future loss to an insurable facility. k. Applicable provisions of Title I of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, the Juvenile Justice and Delinquency Prevention Act, or the Victims of Crime Act, as appropriate; the provisions of the current edition of the Office of Justice Programs Financial and Administrative Guide for Grants, M7100.1; and all other applicable Federal laws, orders, circulars, or regulations, and assure the compliance of all its Sub-Recipients and contractors. I. Provisions of 28 C.F.R.applicable to grants and cooperative agreements including Part 18, Administrative Review Procedure; Part 20, Criminal Justice Information Systems; Part 22, Confidentiality of Identifiable Research and Statistical Information; Part 23, Criminal Intelligence Systems Operating Policies; Part 30, Intergovernmental Review of Department of Justice Programs and Activities; Part 42, Nondiscrimination/Equal Employment Opportunity Policies and Procedures; Part 61, Procedures for Implementing the National Environmental Policy Act; Part 63, Floodplain Management and Wetland Protection Procedures; and Federal laws or regulations applicable to Federal Assistance Programs. m. Lead-Based Paint Poison Prevention Act which prohibits the use of lead-based paint in construction of rehabilitation or residential structures. n. Energy Policy and Conservation Act and the provisions of the State Energy Conservation Plan adopted pursuant thereto. o. Non-discrimination requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, or Victims of Crime Act (as appropriate); Section 504 of the Rehabilitation Act of 1973, as amended; Subtitle A, Title II of the Americans with Disabilities Act(ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975; Department of Justice Non-Discrimination Regulations; and Department of Justice regulations on disability discrimination, and assure the compliance of all its Sub-Recipients and contractors. p. Provisions of Section 311, P.L. 93-288, and with the Civil Rights Act of 1964 (P.L. 83- 352) which, in Title VI of the Act, provides that no person in the United States of America, Grantees/Recipients shall, on the ground of race, color,or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Sub-Recipient receives Federal financial assistance and will immediately take any measures necessary to effectuate this agreement. If any real property or structure is provided or improved with the aid of Federal financial assistance extended to the Sub-Recipient, this assurance shall obligate the Sub-Recipient or in the case of any transfer of such property, any transferee, for the period during which the real property or structure is used for a purpose for which the Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. q. Provisions of Title IX of the Education Amendments of 1972, as amended which prohibits discrimination on the basis of gender. r. Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, relating to nondiscrimination on the basis of alcohol abuse or alcoholism. s. Provisions of 523 and 527 of the Public Health Service Act of 1912 as amended, relating to confidentiality of alcohol and drug abuse patient records. 37 Page 166 of 909 t. Provisions of all appropriate environmental laws, including but not limited to: i. The Clean Air Act of 1955, as amended; ii. The Clean Water Act of 1977, as amended; iii. The Endangered Species Act of 1973; iv. The Intergovernmental Personnel Act of 1970; v. Environmental standards which may be prescribed pursuant to the National Environmental Policy Act of 1969; vi. The Wild and Scenic Rivers Act of 1968, related to protecting components or potential components of the national wild and scenic rivers system; vii. The Fish and Wildlife Coordination Act of 1958; viii. Environmental standards which may be prescribed pursuant to the Safe Drinking Water Act of 1974, regarding the protection of underground water sources; ix. The provisions of the Coastal Barrier Resources Act (P.L. 97-348) dated October 19, 1982 which prohibits the expenditure of newest Federal funds within the units of the Coastal Barrier Resources System. u. The provisions of all Executive Orders including but not limited to: i. Executive Order 11246 as amended by Executive Orders 11375 and 12086, and the regulations issued pursuant thereto,which provide that no person shall be discriminated against on the basis of race, color, religion, sex or national origin in all phases of employment during the performance of Federal or Federally assisted construction contracts; affirmative action to insure fair treatment in employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff/termination, rates of pay or other forms of compensation; and election for training and apprenticeship. ii. EO 11514(NEPA). iii. EO 11738 (violating facilities). iv. EO 11988 (Floodplain Management). v. EO 11990 (Wetlands). vi. EO 12898 (Environmental Justice). For Grantees/Recipients other than individuals, the provisions of the DRUG-FREE WORKPLACE as required by the Drug-Free Workplace Act of 1988. This assurance is given in consideration of and for the purpose of obtaining Federal grants, loans, reimbursements, advances, contracts, property, discounts and/or other Federal financial assistance extended to the Sub-Recipient by FEMA. The Sub-Recipient understands that such Federal Financial assistance will be extended in reliance on the representations and agreements made in this Assurance and that both the United States and the Grantee/Recipient have the joint and several right to seek judicial enforcement of this assurance. This assurance is binding on the Sub-Recipient, its successors, transferees, and assignees. FOR THE SUBGRANTEEISUB-RECIPIENT: Signature Printed Name and Title - Date 38 Page 167 of 909 Attachment F Public Assistance Alternative Procedures for Permanent Work Pilot (Version 4) FEMA Recovery Policy FP 104-009-7 BACKGROUND Section 428 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act, as amended, (Stafford Act)' authorizes FEMA to award Public Assistance (PA) funding based on fixed estimates. This version 4 of the Public Assistance Alternative Procedures for Permanent Work Pilot (Pilot) policy supersedes version 3 and the Alternative Procedures Project language in Chapter 2.VII.G of the Public Assistance Program and Policy Guide2(PAPPG). All other portions of the PAPPG apply except where specifically stated otherwise. PURPOSE The purpose of this policy is to define the framework and requirements to ensure appropriate and consistent implementation. PRINCIPLES A. Increase flexibility in the administration of such assistance by allowing Applicants to use funds in a manner that best meets their specific needs for recovery, long-term resiliency, and future preparedness. B. Simplify the delivery of assistance and reduce administrative costs associated withPA projects. REQUIREMENTS A. FIXED-COST OFFER ACCEPTANCE Outcome: Enable Applicants to drive their own recovery. 1. FEMA and the Recipient will work with the Applicant to formulate disaster-related damage into projects and reach agreement on the eligible scopes of work (SOW) for allPermanent Work projects. Once agreement is reached on the disaster-related damage and eligible SOW, FEMA or the Applicant will develop a cost estimate in accordance with Section G, Cost Estimates. 2. After the cost estimate is developed by FEMA or developed by the Applicant and validated by FEMA as being reasonable and eligible based on the work required to address the disaster-related damage, FEMA will transmit a fixed-cost offer via its Grants Manager/Portal to the Applicant for acceptance. Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S.C. § 5121, et seq., as amended. 39 Page 168 of 909 3. The total fixed-cost amount is established based on the aggregate of: a. The estimated cost to restore disaster damaged facilities to pre-disaster design(size and capacity) and function in accordance with eligible codes and standards;and b. The estimated cost for cost-effective hazard mitigation measures associated with the actual restoration SOW to be implemented. 4. If the Applicant accepts the fixed-cost offer for a Large Project, it is considered a Pilot Project and the Applicant will: a. Not be required to rebuild the facilities back to what existed prior to the disaster, b. Be allowed to share funds across all of its Pilot Projects. c. Not be required to track costs to specific work items. d. Not be required to track costs or work to specific Pilot Projects since funds can be shared across all of its Pilot Projects. e. Be allowed to retain and use excess funds to reduce risk and improve future disaster operations (subject to timely closeout). f. Be eligible for cost-effective hazard mitigation on replacement projects. B. DEADLINES Outcome: Increase speed of recovery through timely agreement on fixed-cost offers. 1. Applicants have no more than 18 months from the disaster declaration date to: a. Determine the actual SOW and hazard mitigation measures to be implemented; and b. Accept a fixed-cost offer for each project (also subject to 30-day deadline from receipt, see B.2). 2. Each time FEMA transmits a fixed-cost offer, the Recipient and Applicant will have a combined total of 30 calendar days from the date of FEMA's transmittal of the fixed-cost offer to accept the offer (not to exceed the 18-month deadline). Any projects without accepted fixed-cost offers by the 30-day and 18-month deadlines will be processed using standard PA policies and procedures and funded in accordance with Title 44 Code of Federal Regulations §206.205. 3. Time extensions to accept fixed-cost offers must be approved by FEMA's Assistant Administrator for Recovery. C. HAZARD MITIGATION Outcome: Promote resiliency through inclusion of hazard mitigation. 1. When the Applicant is restoring a facility to pre-disaster function, size, capacity, and location, FEMA evaluates the proposed hazard mitigation SOW and cost-effectiveness based on the criteria in Chapter 2.VII.0 of the PAPPG. 2. When the Applicant is restoring the function, but changing the pre-disaster capacity of a facility (Improved Project), the proposed hazard mitigation SOW is developed based onthe actual SOW to be implemented; however, the cost-effectiveness is evaluated based on the fixed-cost amount accepted for the pre-disaster restoration SOW. If the capacity is 40 Page 169 of 909 increased, the proposed hazard mitigation SOW and cost is limited to the SOW and cost necessary to mitigate to the pre-disaster capacity of the damaged facility. 3. Applicants must complete the approved hazard mitigation in order to retain the fixed-cost amount accepted for hazard mitigation. D. USE OF FUNDS Outcome: Increase effectiveness of assistance through increased flexibility and expanded use of funds. 1. Applicants may use fixed-cost funds, including any excess funds across all Pilot Projects. 2. Applicants may request to use fixed-cost funds for any of the activities defined as eligible under the Use of Fixed-Cost Funds column in the table below. Once FEMA approves and the Applicant completes the SOW associated with these activities, the Applicant may use any excess funds for the expanded list of eligible activities listed under the Use of Excess Funds column. 3. Any excess funds remaining after the approved SOW is complete may be used for cost- effective activities that reduce the risk of future damage, hardship, or suffering from a major disaster, and activities that Improve future PA operations or planning. The Applicant must submit a proposed SOW for use of any excess funds, along with a project timeline to the Recipient within 90 days of the date the last Alternative Procedures Project was completed. The Recipient must forward the request to FEMA within 180 days of date the last Alternative Procedures Project was completed. FEMA will evaluate the proposed use of excess funds for reasonableness to ensure prudent use of funds. FEMA will also evaluate the submitted project timeline and approve an appropriate deadline for project completion, not to exceed the overall disaster period of performance. 4. The following table lists examples of eligible and ineligible types of work andcosts when using fixed-cost funds and excess funds. Type of Work or Cost (all work or costs listed must Use of Use of otherwise be eligible for PA) Fixed-Cost Excess Funds Funds Restoration of disaster-damaged facilities and equipment Eligible Eligible _... . Restoration of disaster-damaged facilities in undeclared areas Ineligible Eligible within the same State or Tribal area Alternate Projects (e.g., purchasing equipment, Eligible Eligible constructing new facilities, improvements to undamaged facilities such as shelters and emergency operation centers) in declared areas u _ . m Cost-effective hazard mitigation measures for undamaged Ineligible Eligible facilities Covering future insurance premiums, including meeting Ineligible Eligible obtain and maintain (O&M) insurance requirements, on damaged or undamaged facilities ' 41 Page 170 of 909 Work on facilities that are ineligible due to a failure to Ineligible Ineligible meet previous O&M requirements Conducting or participating in training for response or recovery I Ineligible Eligible activities, including Federal grants management or procurement courses Planning for future disaster response and recovery operations, I Ineligible Eligible such as developing or updating plans (e.g., Debris Management Plans, Hazard Mitigation Plans, Pre-disaster Recovery Plans, Emergency Management/Operation Plans), integrating these plans into other plans, preparedness activities, exercises, and outreach ««<.... ««« �u .««<.— Salaries for PA or emergency management staff. This may Ineligible Eligible include but is not limited to staff performing PA grant administration, monitoring, and closeout activities for other PA disaster grants, and staff developing or updatin disaster tans Paying down debts Ineligible ineligible Covering operating expenses Ineligible Ineligible Coverin budget shortfalls Ineligible Ineliible = Covering the non-Federal cost share of FEMA projects or other Ineligible Ineligible Federal awards E. SCOPE OF WORK CHANGES Outcome: Reduce administrative burden by simplifying requirements for changes to a SOW. 1. Once the SOW is approved and a fixed-cost offer is accepted: a. The Applicant must notify FEMA prior to making SOW changes that involve: i. Buildings or structures that are 45 years of age or older; ii. Ground disturbing activities; or iii. Work in or near waterways. b. With exception of buildings or structures that are 45 years of age or older, theApplicant does not need to notify FEMA when it intends to make changes that substantially conform to the approved SOW. Changes that substantially conform include items, such as: i. Substitutions in material type (e.g., pre-cast concrete vs. steel beam, stainless steel vs. galvanized fasteners); or ii. Interior floor plan reconfigurations (e.g., adding, moving, or removing rooms/features). c. If the Applicant wishes to change the SOW to the extent that it changes the hazard mitigation, such changes must be approved within the 18-month deadline and the fixed- cost offer amount will be adjusted to reflect the revised hazard mitigation SOW. 42 Page 171 of 909 F. ENVIRONMENTAL AND HISTORIC PRESERVATION Outcome: Ensure all projects are compliant with environmental and historic preservation (EHP) laws, regulations, and executive orders. 1. FEMA will conduct EHP compliance reviews on the actual SOW to be implemented. EHP review needs to occur prior to FEMA approval and prior to the Applicant starting anywork that has potential to impact the environment, historic properties, or archaeological resources. This includes, but is not limited to, demolition, site preparation, and ground disturbing activities. 2. The Applicant must comply with all applicable EHP laws, regulations, and Executive Orders in accordance with the FEMA Directive 108-1, Environmental Planning and Historic Preservation Responsibilities and Program Requirements, and accompanying Instruction. Non-compliance with EHP conditions and requirements may result in the deobligation of funds. G. COST ESTIMATES Outcome: Develop fixed-costs based on accurate cost estimates. 1. FEMA or the Applicant may develop cost estimates as follows: a. FEMA will prepare its estimates using the Cost Estimating Format (CEF) andwill include the CEF contingency factor "Applicant Reserve for Change Orders." b. Applicant-submitted estimates must comply with Chapter 3.II.D of the PAPPG. FEMA will evaluate Applicant-submitted estimates using the Public Assistance: Reasonable Cost Evaluation Job Aid. This Job Aid includes a checklist in Appendix A: Validation of Applicant-Provided Cost Estimates, which FEMA will use to review and validate cost estimates: c. The estimate must be based on the current phase of design or construction inclusive of any known costs. d. If eligible work has been completed at the time the cost estimate is developed that portion of the fixed amount will be based on the actual cost. e. The cost estimate must include a reduction to account for any anticipated insurance proceeds based on the Applicant's insurance policy, or if known, the actual insurance proceeds. 2. A FEMA-funded, independent panel of cost estimating experts may review project estimates. The review will be limited to issues pertaining to the estimated cost and the panel will not make decisions related to the eligibility of work. However, it may make determinations about whether cost elements are requiredto execute the SOW. The panel may review cost documentation for completed work, if necessary. a. FEMA may request the independent panel review for any cost estimate. b. Applicants may request the panel review the estimate for any project with anestimated Federal share of at least $5 million. c. All project estimates with an estimated Federal share of$25 million or greater will be reviewed by the independent panel. 43 Page 172 of 909 d. The panel will complete its review before FEMA transmits the fixed-cost offer. H. INSURANCE Outcome: Ensure FEMA assistance does not duplicate insurance proceeds. 1. Fixed-cost amounts will be reduced to avoid duplication with insurance proceeds in accordance with Chapter 2.V.P.1 of the PAPPG. This includes any necessary adjustments at closeout. 2. All insurable facilities for which funds are used (including excess funds) are subject to O&M requirements in accordance with Chapter 2.VII.A of the PAPPG. If the Applicant does not comply with the O&M requirement, FEMA will deobligate the fixed amounts related to the non-compliance and the facilities for which the Applicant failed to comply will not be eligible for future PA funding. I. CLOSEOUT REQUIREMENTS Outcome: Reduce the administrative costs associated with closeout by simplifying closeout documentation requirements and incentivize timely closeout. 1. Work must be completed by the end of the latest Pilot Project period of performance and the Recipient must certify that all incurred costs are associated with the approved SOW and that the Applicant completed all work in accordance with FEMA regulations and policies. The Recipient must submit its certification to FEMA within 180 days of the Applicant completing its last Pilot Project or the latest Pilot Project deadline, whichever occurs first, in order for the Applicant to retain and use any excess funds. 2. The closeout certification must include a final report of Pilot Project costs and documentation to support the following: a. Summary of actual work completed; b. Mitigation measures achieved, if applicable; c. Compliance with EHP requirements; d. Compliance with the O&M insurance requirement; e. Summary of total actual costs to complete the Pilot Projects; f. Compliance with Federal procurement procedures; and g. Actual insurance proceeds received. 3. Applicants do not need to track costs to specific work items. Applicants only need to substantiate and certify that all claimed costs are related to the overall work deemed eligible for the Pilot Projects. 4. Applicants must comply with the requirements of 2 CFR Part 204, including document retention. J. APPEALS FEMA will not consider appeals on a Pilot Project unless it is related to a cost adjustment made by FEMA after the fixed-cost offer is accepted (i.e., related to insurance, non-compliance, or an audit). Any disagreement on damage, SOW, or cost must be resolved 44 Page 173 of 909 prior to accepting a fixed-cost offer. Additionally, time extension denials on a Pilot Project are not appealable. K. AUDITS The U.S. Department of Homeland Security's Office of Inspector General and the U.S. Government Accountability Office have authority to audit any project. Once the Applicant signs the fixed-cost offer, FEMA may still adjust funding due to audit findings. L. PILOT POLICY VERSUS STANDARD PA POLICY The following table summarizes the differences between the Alternative Procedures Pilot policy and the standard PA policy: i,..w. ..w ... Alternative Procedures Policy Standard Policy Fixed-cost project with use of excess funds. Actual cost project. No retention of excess funds associated with the approved estimate. mm _ m _ .w May use funds across all Pilot projects. Can only use funds toward the specific`" work identified in each specific project. _ .. After FEMA approves a SOW, approval is only After FEMA approves a SOW, required for changes that involve buildings or approval is required for any change structures aged 45 years or older, ground to the SOW. disturbing, activities, or work in or near water. Do not need to track costs associated with Must track costs associated with all changes to the SOW. changes to the SOW. Do not need to track costs to specific work items. Must track costs specific to each Only need to track the total costs associated with work item within each individual the Pilot Projects. project. . Do not need to track work to specific Pilot Must track all work to each Projects. Only need to substantiate that the individual project. work is related to the approved SOW covered in the Pilot Projects. UA Keith Tun Assistant Administrator, Recovery Directorate August 29, 2019 Date 45 Page 174 of 909 ADDITIONAL INFORMATION REVIEW CYCLE This policy will be reviewed, reissued, revised or rescinded by the Assistant Administrator of Recovery within 4 years of the date of signature on this policy. AUTHORITIES Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S.C. § 5121, of seq., as amended. QUESTIONS Direct questions to Tod Wells, Acting Director, Public Assistance Division, at 46 Page 175 of 909 Attachment G PUBLIC ASSISTANCE PROGRAM GUIDANCE 1. GRANTEE'SIRECIPIENT'S WEB-BASED PROJECT MANAGEMENT SYSTEM Sub-Recipients must use the Grantee's/Recipient's web-based project management system,to access and exchange project information with the State throughout the project's life. This includes processing advances, reimbursement requests, quarterly reports, final inspection schedules, change requests, time extensions, and other services as identified in the Agreement. Training on this system will be supplied by the Recipient upon request by the Sub-Recipient. The Sub-Recipient is required to have working knowledge of the FDEM Grants Management System. 2. PROJECT DOCUMENTATION The Sub-Recipient must maintain all source documentation supporting the project costs. To facilitate closeout and audits, the Applicant should file all documentation pertaining to each project with the corresponding PW as the permanent record of the project. In order to validate Large Project Requests for Reimbursement (RFRs), all supporting documents should be uploaded to the FDEM Grants Management System website. Contact the grant manager with questions about how and where to upload documents, and for assistance linking common documents that apply to more than one(1) PW. The Sub-Recipient must retain sufficient records to show its compliance with the terms of this Agreement, including documentation of all program costs, in a form sufficient to determine compliance with the requirements and objectives under this Agreement and all other applicable laws and regulations, for a period of five(5)years from the date of the Sub-Recipient account closeout by FEMA. The five(5)year period is extended if any litigation, claim or audit is started before the five (5)year period expires, and extends beyond the five(5)year period. The records must then be retained until all litigation, claims, or audit findings involving the records have been resolved. Records for the disposition of non-expendable personal property valued at $5,00000 or more at the time it is acquired must be retained for five (5)years after final account closeout. Records relating to the acquisition of real property must be retained for five (5) years after final account closeout. 3. PROJECT AMENDMENTS Project Amendments may be requested by the Sub-Grantee/Sub-Recipient, in FDEM Grants Management System, on both small and large projects, to: 1) New Time Extension; a) Requests for Time Extensions within the Grantee/Sub-Recipient's authority b) Requests for Time Extensions not within the Grantee/Sub-Recipient's authority 2) New Project Amendment; a) Requests for Alternate Projects; and/or b) Requests for Improved Projects; andlor c) Requests for Mitigation Opportunities; and/or d) Requests for Revised Scope of Work; andlor e) Significant Cost Variance(>20%); and/or f) Use of Eligible Excess Funds 3) New Project Appeal 47 Page 176 of 909 a) Applicant Appeal i) Request First Appeal; and/or ii) Request Second Appeal; and/or iii) Request Appeal via Arbitration b) Project Appeal i) Large Project Appeal (1) Request First Appeal; and/or (2) Request Second Appeal; and/or (3) Request Appeal via Arbitration ii) Small Project Appeal (1) Small Project(Vetting 4. PROJECT RECONCILIATION AND CLOSEOUT The purpose of closeout is for the Sub-Recipient to certify that all work has been completed. To ensure a timely closeout process, the Sub-Recipient should notify the Recipient within sixty (60) days of Project completion. The Sub-Recipient should include the following information with its closeout request: • Certification that project is complete; • Date of project completion; and, • Copies of any Recipient time extensions. Large Projects With exception of Fixed Cost Estimate Subawards, Alternate Projects and Improved Projects where final costs exceed FEMA's original approval, the final eligible amount for a Large Project is the actual documented cost of the completed, eligible SOW. Therefore, upon completion of each Large Project that FEMA obligated based on an estimated amount; the Sub-Recipient should provide the documentation to support the actual costs. If the actual costs significantly differ from the estimated amount,the Sub-Recipient should provide an explanation for the significant difference. FEMA reviews the documentation and, if necessary, obligates additional funds or reduces funding based on actual costs to complete the eligible SOW. If the project included approved hazard mitigation measures; FEMA does not re-evaluate the cost-effectiveness of the HMP based on the final actual cost. If during the review, FEMA determines that the Sub-Recipient performed work that was not included in the approved SOW, FEMA will designate the project as an Improved Project, cap the funding at the original estimated amount, and review the additional SOW for EHP compliance. For Fixed Cost Estimate Subawards, the Applicant must provide documentation to support that it used the funds in accordance with the eligibility criteria described in the PAPPG and guidance provided at �itir-,:H ,.f ry°i ,a f l rn tive r roce.iurps and in the referenced disaster specific guidance attached hereto. Once FEMA completes the necessary review and funding adjustments, FEMA closes the project. Small Projects Once FEMA obligates a Small Project, FEMA does not adjust the approved amount of an individual Small Project. This applies even when FEMA obligates the PW based on an estimate and actual costs for 48 Page 177 of 909 completing the eligible SOW differ from the estimated amount. FEMA only adjusts the approved amount on individual Small Projects if one of the following conditions applies: • The Sub-Recipient did not complete the approved SOW; • The Sub-Recipient requests additional funds related to an eligible change in SOW; • The PW contains inadvertent errors or omissions; or, • Actual insurance proceeds differ from the amount deducted in the PW. In these cases, FEMA only adjusts the specific cost items affected. If none of the above applies,the Sub-Recipient may request additional funding if the total actual cost of all of its Small Projects combined exceeds the total amount obligated for all of its Small Projects. In this case, the Sub-Recipient must request the additional funding through the appeal process,within sixty(60)days of completion of its last Small Project. FEMA refers to this as a net small project overrun appeal. The appeal must include actual cost documentation for all Small Projects that FEMA originally funded based on estimate amounts. To ensure that all work has been performed within the scope of work specified on the Project Worksheets, the Recipient will conduct final inspections on Large Projects, and may, at its sole discretion, select one or more Small Projects to be inspected. Costs determined to be outside of the approved scope of work and/or outside of the approved performance period cannot be reimbursed. For COVID-19 DR-4486,projects that are under$131,100.00 are considered small projects. Incoordination with FEMA, the Division will accept a self-certification of small projects in lieu of project documentation for permanent work projects(Categories C-G). The self-certification will require the applicant to certify that the damaged facility is eligible, the scope of work is eligible, and that the funds will be expended in accordance with State and Federal law. A copy of the self-certification is attached hereto. This self-certification will be completed during project development in Grants Portal prior to obligation. Once the project is obligated, the Division will reimburse the project without a request for reimbursement. However, in order to close out the project, the applicant must provide before and after photos of the project. 5. TIME EXTENSIONS FEMA only provides PA funding for work completed and costs incurred within regulatory deadlines. The deadline for Emergency Work is six (6) months from the declaration date. The deadline for Permanent Work is eighteen (18) months from the declaration date. Type of Work3 Emergency Work 6 Permanent Work 18 If the Applicant determines it needs additional time to complete the project, including direct administrative tasks related to the project, it must submit a written request for a Time Extension to the Recipient with the following information: • Documentation substantiating delays beyond its control; • A detailed justification for the delay; • Status of the work; and, • The project timeline with the projected completion date. Within its discretion,set out by 44 C.F.R.§206.204,the Division will grant a time extension for all emergency work, or Category A (debris removal) and B (emergency protective measures)work, by three (3) months. This extends the period of performance for all applicants designated for Category A and B work. 49 Page 178 of 909 This time extension does not apply to Permanent Work projects. For Permanent Work projects, the applicant will need to submit a time extension request via. the FDEM Grants Management System once the project is obligated by FEMA. If the Division grants the time extension request, the grant will be retroactive. It may extend Emergency Work projects by six (6) months and Permanent Work projects by thirty (30) months. FEMA has authority to extend individual project deadlines beyond these timeframes if extenuating circumstances justify additional time. This applies to all projects with the exception of those projects for temporary facilities. FEMA generally considers the following to be extenuating circumstances beyond the Applicant's control: • Permitting or EHP compliance related delays due to other agencies involved • Environmental limitations (such as short construction window) • Inclement weather(site access prohibited or adverse impact on construction) FEMA generally considers the following to be circumstances within the control of the Au8icant and not �gstifia Die_for a time extension: • Permitting or environmental delays due to Applicant delays in requesting permits • Lack of funding • Change in administration or cost accounting system • Compilation of cost documentation Although FEMA only provides PA funding for work performed on or before the approved deadline, the Applicant must still complete the approved SOW for funding to be eligible. FEMA de-obligates funding for any project that the Applicant does not complete. If the Applicant completes a portion of the approved SOW and the completed work is distinct from the uncompleted work, FEMA only de-obligates funding for the uncompleted work. For example, if one project includes funds for three facilities and the Applicant restores only two of the three facilities, FEMA only de-obligates the amount related to the facility that the Applicant did not restore. Time Extension requests should be submitted prior to current approved deadline, be specific to one project, and include the following information with supporting documentation: • Dates and provisions of all previous time extensions • Construction timeline/project schedule in support of requested time • Basis for time extension request: o Delay in obtaining permits ■ Permitting agencies involved and application dates o Environmental delays or limitations(e.g., short construction window, nesting seasons) ■ Dates of correspondence with various agencies ■ Specific details • inclement weather (prolonged severe weather conditions prohibited access to the area, or adversely impacted construction) o Specific details • Other reason for delay o Specific details Submission of a Time Extension request does not automatically grant an extension to the period of performance. Without an approved Time Extension from the State of FEMA(as applicable),any expenses incurred outside the P.O.P. are ineligible. 6. INSURANCE The Sub-Recipient understands and agrees that disaster funding for insurable facilities provided by FEMA is intended to supplement, not replace, financial assistance from insurance coverage and/or other sources. Actual or anticipated insurance proceeds must be deducted from all applicable FEMA Public Assistance grants in order to avoid a duplication of benefits. The Sub-Recipient further understands and agrees that if Public Assistance funding is obligated for work that is subsequently determined to be covered by 50 Page 179 of 909 insurance andlor other sources of funding, FEMA must de-obligate the funds per Stafford Act Sections 101 (b)(4)and 312 (c). As a condition of funding under this Agreement, pursuant to 44 C.F.R. §§ 206.252-253, for damaged facilities, the Sub-Recipient understands it must, and it agrees to, maintain such types of insurance as are reasonable and necessary to protect against future loss for the anticipated life of the restorative work or the insured facility, whichever is lesser. Except that the Recipient acknowledges FEMA does not require insurance to be obtained and maintained for projects where the total eligible damage is less than $5,00000. In addition to the preceding requirements, the Sub-Recipient understands it is required to obtain and maintain insurance on certain permanent work projects in order to be eligible for Public Assistance funding in future disasters pursuant to§311 of the Stafford Act. As stated in the Stafford Act,"Such coverage must at a minimum be in the amount of the eligible project costs." Further, the Stafford Act, requires a Sub- Recipient to purchase and maintain insurance, where that insurance is"reasonably available, adequate or necessary to protect against future loss" to an insurable facility as a condition for receiving disaster assistance funding. The Public Assistance Program and Policy Guide further states, "If the Applicant does not comply with the requirement to obtain and maintain insurance, FEMA will deny or de-obligate PA funds from the current disaster." If the State Insurance Commissioner certifies that the type and extent of insurance is not"reasonably available,adequate or necessary to protect against future loss"to an insurable facility,the Regional Administrator may modify or waive the requirement in conformity with the certification. The Sub-Recipient understands and agrees it is responsible for being aware of, and complying with, all insurance considerations contained in the Stafford Act and in 44 C.F.R. §§206.252-253. The Sub-Recipient agrees to notify the Recipient in writing within thirty (30) days of the date it becomes aware of any insurance coverage for the damage identified on the applicable Project Worksheets and of any entitlement to compensation or indemnification from such insurance. The Sub-recipient further agrees to provide all pertinent insurance information, including but not limited to copies of all policies, declarations pages, insuring agreements, conditions, and exclusions, Statement of Loss, and Statement of Values for each insured damaged facility. The Sub-Recipient understands and agrees that it is required to pursue payment under its insurance policies to the best of its ability to maximize potential coverage available. 7. COMPLIANCE WITH PLANNINGIPERMITTING REGULATIONS AND LAWS The Sub-Recipient is responsible for the implementation and completion of the approved projects described in the Project Worksheets in a manner acceptable to Recipient, and in accordance with applicable Local, State, and Federal legal requirements. If applicable, the contract documents for any project undertaken by the Sub-grantee/Sub-Recipient, and any land use permitted by or engaged in by the Sub-grantee/Sub-Recipient, must be consistent with the local government comprehensive plan. The Sub-Recipient must ensure that any development or development order complies with all applicable planning, permitting, and building requirements including, but not limited to, the National Environmental Policy Act and the National Historic Preservation Act. The Sub-Recipient must engage such competent, properly licensed, engineering, environmental, archeological, building, and other technical and professional assistance at all project sites as may be needed to ensure that the project complies with the contract documents. 8. FUNDING FOR LARGE PROJECTS Although Large Project payment must be based on documented actual costs, most Large Projects are initially approved based on estimated costs. Funds are made available to the Sub-Recipient when work is in progress and funds have been expended with documentation of costs available. When all work associated with the project is complete, the State will perform a reconciliation of all costs and will transmit the information to FEMA for its consideration for final funding adjustments (See Closeouts). The submission from the Sub-Recipient requesting this reimbursement must include: 51 Page 180 of 909 a) A Request for Reimbursement(available in the FDEM Grants Management System); b) A Summary of Documentation(SOD)which is titled Reimbursement Detail Report in the FDEM Grants Management System and is automatically created when the Request for Reimbursement is submitted (and is supported by copies of original documents such as, but not limited to,contract documents, insurance policies, payroll records,daily work logs, invoices, purchase orders, and change orders); and, c) The FDEM Cost Claim Summary Workbook (found in the Forms section of the FDEM Grants Management System), along with copies of original documents such as contract documents, invoices, change orders,canceled checks(or other proof of expenditure), purchase orders,etc. 9. ADVANCES 1. For a Federally funded contract, any advance payment is also subject to 2 C.F.R., Federal OMB Circulars A-87,A-110,A-122, and the Cash Management Improvement Act of 1990. 2. All advances must be held in an interest-bearing account with the interest being remitted to the Recipient as often as practicable,but not later than ten(10)business days after the close of each calendar quarter. 3. In order to prepare a Request for Advance (RFA)the Sub-Recipient must certify to the Recipient that it has procedures in place to ensure that funds are disbursed to project vendors, contractors, and subcontractors without unnecessary delay. The Sub-Recipient must prepare and submit a budget that contains a timeline projecting future payment schedules through project completion. 4. A separate RFA must be completed for each Project Worksheet to be included in the Advance Funding Payment. 5. The Sub-Recipient must complete a Request for Reimbursement (RFR) via the FDEM Grants Management System no more than ninety (90) days after receiving its Advance Payment for a specific project. The RFR must account for all expenditures incurred while performing eligible work documented in the applicable Project Worksheet for which the Advance was received. 6. If a reimbursement has been paid prior to the submittal of a request for an advance payment, an Advance cannot be accepted for processing. 7. The Recipient may advance funds to the Sub-Recipient, not exceeding the Federal share, only if the Sub-Recipient meets the following conditions: a) The Sub-Recipient must certify to the Recipient that Sub-Recipient has procedures in place to ensure that funds are disbursed to project vendors, contractors, and subcontractors without unnecessary delay; b) The Sub-Recipient must submit to the Recipient the budget supporting the request. 8. The Sub-Recipient must submit a statement justifying the advance and the proposed use of the funds, which also specifies the amount of funds requested and certifies that the advanced funds will be expended no more than ninety (90)days after receipt of the Advance; 9. The Recipient may, in its sole discretion,withhold a portion of the Federal and/or nonfederal share of funding under this Agreement from the Sub-Recipient if the Recipient reasonably expects that the Sub- Recipient cannot meet the projected budgeted timeline or that there may be a subsequent determination by FEMA that a previous disbursement of funds under this or any other Agreement with the Sub-Recipient was improper. 52 Page 181 of 909 Payments under the Public Assistance Alternative Procedures Program (PAAP) are paid as an Advance Payment only if permissible in accordance with 2 C.F.R. § 200.305(b). Advance payments are only permissible if in compliance with 2 C.F.R. §200.305(b), and PAAP projects are no exception. 10. DESIGNATION OF AGENT The Sub-Recipient must complete Attachment D by designating at least three (3) agents to execute any Requests for Advance or Reimbursement, certifications,or other necessary documentation on behalf of the Sub-Recipient. After execution of this Agreement, the authorized, primary, and secondary Agent may request changes to contacts via email to the State assigned team. In the event the Sub-Recipient contacts have not been updated regularly and all three (3) Agents have separated from the Sub-Recipient's agency, a designation of authority form will be needed to change contacts. NOTE. This is very important because if contacts are not updated, notifications made from FDEM Grants Management System may not be received and could result in failure to meet time periods to appeal a Federal determination. 11. DUNS Q&A What is a DUNS number? The Data Universal Numbering System (DUNS) number is a unique nine-digit identification number provided by Dun& Bradstreet(D&B). The DUNS number is site specific. Therefore, each distinct physical location of an entity such as branches, divisions and headquarters, may be assigned a DUNS number. Who needs a DUNS number? Any institution that wants to submit a grant application to the Federal government. Individual researchers do not need a DUNS number if they are submitting their application through a research organization. How do I get a DUNS number? Dun & Bradstreet have designated a special phone number for Federal grant and cooperative agreement applicants/prospective applicants. Call the number below between 8 a.m. and 5 p.m., local time in the 48 contiguous states and speak to a D&B representative. This process will take approximately 5—10 minutes and you will receive your DUNS number at the conclusion of the call. 1-866-705-5711 What do I need before I request a DUNS number? Before you call D&B,you will need the following pieces of information: • Legal Name • Headquarters name and ad dress for your organization • Doing business as (dba)or other name by which your organization is commonly recognized • Physical address • Mailing address(if separate from headquarters and/or physical address) • Telephone number • Contact name and title • Number of employees at your physical location Haw much does a DUNS number cost? There is no charge to obtain a DUNS number. Why does my institution need a DUNS number? 53 Page 182 of 909 New regulations taking affect Oct. 1, 2003 mandate that a DUNS number be provided on all Federal grant and cooperative agreement applications. The DUNS number will offer a way for the Federal government to better match information across all agencies. Flow do I see if my institution already has a DUNS number? Call the toll-free number above and indicate that you are a Federal grant and/or cooperative agreement applicant. D&B will tell you if your organization already has a number assigned. If not, they will ask if you wish to obtain one. Should we use the+4 extension to the DUNS number? Although D&B provides the ability to use a 4-digit extension to the DUNS number, neither D&B nor the Federal government assign any importance to the extension. Benefits, if any, derived from the extension will be at your institution only. Is there anything special that we should do for multi-campus systems? Multi-campus systems can use what is called a parent DUNS number to aggregate information for the system as a whole. The main campus will need to be assigned a DUNS number. Then each satellite campus will need to reference the main campus DUNS number as their parent DUNS when obtaining their own DUNS number. For NIH grantees, if each campus submits grant applications as a unique grantee organization, then each campus needs to obtain their own DUNS number. What should we do if our institution has more than 1 DUNS number? Your institution will need to decide which DUNS number to use for grant application purposes and use only that number. Are there any exceptions to the new DUNS number rules? Individuals who would personally receive a grant or cooperative agreement award from the Federal government apart from any business or non-profit organization they may operate are exempt from this requirement. Who at my institution is responsible for requesting a DUNS number? This will vary from institution to institution. This should be done by someone knowledgeable about the entire structure of your institution and who has the authority to make such decisions. Typically,this request would come from the finance/accounting department or some other department that conducts business with a large cross section of the institution. We are an organization new to Federal grant funding so we obviously need a DUNS number. But we don't want to be included in any marketing list. What can we do? Inclusion on a D&B marketing list is optional. If you do not want your name/organization included on this marketing list, request to be de-listed from D&B's marketing file when you are speaking with a D&B representative during your DUNS number telephone application. Who do we contact if we have questions? If you have questions about applying for a DUNS number, contact the Dun & Bradstreet special phone number 1-866-705-5771. If you have questions concerning this new Federal-wide requirement, contact Sandra Swab, Office of Federal Financial Management, 202-395-3993 or via e-mail, at ; tr °h. a— 12. Substitute Form W-9 For the purpose of this Agreement, a Sub-Recipient is also a Vendor. The State of Florida requires vendors doing business with the State to submit a Substitute Form W-9. The purpose of a Form W-9 is to provide a Federal Taxpayer Identification Number(TIN), official entity name, a business designation (sole proprietorship, corporation, partnership, etc.), and other taxpayer information to the State. Submission of a Form W-9 ensures that the State's vendor records and Form 1099 reporting 54 Page 183 of 909 are accurate. Due to specific State of Florida requirements, the State will not accept the Internal Revenue Service Form W-9. Effective March 5, 2012, State of Florida agencies will not be permitted to place orders for goods and services or make payments to any vendor that does not have a verified Substitute W-9 on file with the Department of Financial Services. Vendors are required to register and submit a Form W-9 on the State's Vendor Website at b $ iycr r v,ridacfo.ccm. 13. Small Women Owned and Minority Owned Businesses, 2 CFR 200.321 requires a non-Federal entity take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. These affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; . (4)Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1)through (5) of this section. 55 Page 184 of 909 Attachment H FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT(FFATA) INSTRUCTIONS AND WORKSHEET PURPOSE:The Federal Funding Accountability and Transparency Act(FFATA)was signed on September 26,2006. The intent of this legislation is to empower every American with the ability to hold the government accountable for each spending decision. The FFATA legislation requires information on Federal awards (Federal assistance and expenditures) be made available to the public via a single, searchable website, which is http://vAvw.usaspending.gov/. The FFATA Subaward Reporting System (FSRS) is the reporting tool the Florida Division of Emergency Management("FDEM"or"Division")must use to capture and report sub-award and executive compensation data regarding first-tier subawards that obligate $25,000 or more in Federal funds (excluding Recovery funds as defined in section 1512(x)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5). Note: This"Instructions and Worksheet" is meant to explain the requirements of the FFATA and give clarity to the FFATA Form distributed to sub-awardees for completion. All pertinent information below should be filled out, signed, and returned to the project manager. ORGANIZATION AND PROJECT INFORMATION The following information must be provided to the FDEM prior to the FDEM's issuance of a subaward (Agreement)that obligates$25,000 or more in Federal funds as described above. Please provide the following information and return the signed form to the Division as requested. PROJECT#: FUNDING AGENCY: Federal Emergency Management Agency AWARD AMOUNT: $ OBLIGATION/ACTION DATE: SUBAWARD DATE (if applicable): DUNS#: 072247133 DUNS#+4: *If your company or organization does not have a DUNS number, you will need to obtain one from Dun & Bradstreet at 866-705-5711 or use the web form(http://fedgov.dnb.com/webform). The process to request a DUNS number takes about ten minutes and is free of charge. BUSINESS NAME: DBA NAME(IF APPLICABLE): PRINCIPAL PLACE OF BUSINESS ADDRESS: ADDRESS LINE 1: ADDRESS LINE 2: ADDRESS LINE 3: CITYSTATE ZIP CODE+4** 56 Page 185 of 909 PARENT COMPANY DUNS#(if applicable): CATALOG OF FEDERAL DOMESTIC ASSISTANCE (CFDA#): DESCRIPTION OF PROJECT(Up to 4000 Characters) ® -...-.-.. - _. ..._ �. �_- _ Complete eligible Projects for repair or replacement of Disaster damaged facilities. PRINCIPAL PLACE OF PROJECT PERFORMANCE (IF PIFFERENT THAN PRINCIPAL PLACE OF BUSINESS): ADDRESS LINE 1: � .........' ..r rte%?t ADDRESS LINE 2: ADDRESS LINE 3: CITY `'�` s STATE ZIP CODE+4** ' - � CONGRESSIONAL DISTRICT FOR PRINCIPAL PLACE OF PROJECT PERFORMANCE: **Providing the Zip+4 ensures that the correct Congressional District is reported. EXECUTIVE COMPENSATION INFORMATION: 1. 1. In your business or organization's previous fiscal year, did your business or organization(including parent organization, all branches, and all affiliates worldwide) receive (a) 80 percent or more of your annual gross revenues from Federal procurement contracts(and subcontracts)and Federal financial assistance (e.g. loans, grants, subgrants, and/or cooperative agreements, etc.) subject to the Transparency Act, as defined at 2 CFR 170.320; AND, (b) $25,000,000 or more in annual gross revenues from U.S. Federal procurement contracts (and subcontracts) and Federal financial assistance (e.g. loans, grants, subgrants, and/or cooperative agreements, etc.) subject to the Transparency Act? Yes ❑ No ®r If the answer to Question i is "Yes,"continue to Question 2.If the answer to Question 1 is "No", move to the signature block below to complete the certification and submittal process. 2. Does the public have access to information about the compensation of the executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) Section 6104 of the Internal Revenue Code of 1986? Yes ❑ No❑ If the answer to Question 2 is"Yes," move to the signature block below to complete the certification and submittal process. [Note: Securities Exchange Commission information should be accessible at httpi/www.sec.gov/answers/execomp.htm. Requests for Internal Revenue Service (IRS) information should be directed to the local IRS for further assistance.] If the answer to Question 2 is "No" FFATA reporting is required. Provide the information required in the "TOTAL COMPENSATION CHART FOR MOST RECENTLY COMPLETED FISCAL YEAR" appearing below to report the "Total Compensation" for the five (5) most highly compensated "Executives", in rank order, in your organization. For purposes of this request, the following terms apply as defined in 2 CFR Ch. 1 Part 170 Appendix A: "Executive" is defined as`officers, managing partners, or other employees in management positions". "Total Compensation" is defined as the cash and noncash dollar value earned by the executive during the most recently completed fiscal year and includes the following: 57 Page 186 of 909 i. Salary and bonus. ii. Awards of stock,stock options,and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans.This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. V. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property)for the executive exceeds$10,000. TOTAL COMPENSATION CHART FOR MOST RECENTLY COMPLETED FISCAL YEAR (Date of Fiscal Year Completion Rank __.'. Total Compensation (Highest to ; Name j for Most Recently Lowest! I (Last First, MIS Tale Completed Fiscal Year Al....—fi m..�._.__�. . a..... ,.,�,,. ,.. �.�.,,v. 2 3 4._ THE UNDERSIGNED CERTIFIES THAT ON THE DATE WRITTEN BELOW, THE INFORMATION PROVIDED HEREIN IS ACCURATE. SIGNATURE: NAME AND TITLE: DATE:. 58 Page 187 of 909 FEMAAttachment I Mandatory Contract Provisions Template CONTRACT PROVISIONS TEMPLATE FEMA Office of Chief Counsel Procurement Disaster Assistance Team 59 Page 188 of 909 If a non-Federal entity(state or non-state) wants to use federal funds to pay or reimburse their expenses for equipment or services under a contract,that contract must contain the applicable clauses described in ApOendix it to the Uniform Rul s (Contract Provisions for Non-Federal Entity Contracts Under Federal Awards) under 2 C.F.R. §200.326. In addition,there are certain contract clauses which are recommended by FEMA. This document outlines the federally required contract provisions in addition to FEMA- recommended provisions. For some of the required clauses, sample language or references to find sample language are provided. Sample language for certain required clauses (remedies,termination for cause and convenience, changes) is not provided since these must be drafted in accordancewith the non-Federal entity's applicable local laws and procedures. For the clauses which require that exact language be included,the required language is provided.Those clauses are specifically identified below. Please note that the non-Federal entity alone is responsible for ensuring that all language included in their contracts meets the requirements of 2 C.F.R. §200.326 and 2 C.F.R. Part 200, Appendix II. 64 Page 189 of 909 TABLE OF CONTENTS K. TOOL!,; 1. CONTRACT PROVISIONS QUICK REFERENCE GUIDE ...............................................4 |y. REQUIRED CONTRACT PROVISIONS l. REMEDIES................................................................................................................8 2. TERMINATION FOR CAUSE AND CONVENIENCE.....................................................6 3. EQUAL EMPLOYMENT OPPORTUNITY....................................................................G 4. DAVIS BACON ACT......--------------------....----.—..1O 5. COPELANDANTI-KICKBACK ACT...........................................................................ll 6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT....................................13 7. RIGHTS TOINVENTIONS MADE UNDER ACONTRACT ORAGREEMENT...............l4 8. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT.............. 15 9. DEBARMENT AND SUSPENSION .......................................................................... Ib 1O. 8YRDANTI-LOBBYING AMENDMENT................................................................... I& 11. PROCUREMENT OFRECOVERED MATERIALS ...................................................... 21 |N, FEMA-RECOMMENDED CONTRACT PROVISIONS 1. ACCESS TORECORDS............................................................................................22 I. CHANGES/MODIFICATIONS .................................................................................3S 3. NON-USE OFDHS SEAL, LOGO,AND FLAGS.........................................................Z3 4. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS...34 5. NOOBLIGATION 8YTHE FEDERAL GOVERNMENT..............................................Z4 6. PROGRAM FRAUD AND R4DULENTSTATEMENTS ORRELATED ACTS....26 61 Required Contract Provisions: Quick Reference Guide KEY Required/Recommended Provision Required/Recommended Provision and Required Exact Language 11 Not Required for PA Awards(Grants) 1" ...... ....... .. ....... ......... ................... . Required Provision Contract Criteria Sample Language? 1 Legal/contractual/administrative >Simplified Acquisition No. It is based on applicant's remedies for breach of contract Threshold ($250k) procedures. 2 Termination for cause or >$10k No. It is based on applicant's convenience procedures. 3. Equal Employment Opportunity Construction work Yes.41 CFR Part 60-1.4(b) 4. ,Davis Bacon Act Construction work Not applicable to PA grants S. Copeland Anti-Kickback Act Construction work>$2k Not applicable to PA grants 6. Contract Work Hours and Safety >$100k+ mechanics or Yes. 29 CFR 5.5(b) Standards Act laborers 7 Rights to inventions made under a Funding agreement 1 Not applicable to PA grants contract or agreement 8 Clean Air Act and Federal Water >$150k Yes Pollution Control Act 9. Debarment and Suspension All Yes 10. Byrd Anti-Lobbying Amendment All(>$100k:Certification) Yes. Clause and certification Applicant is a state or Procurement of Recovered political subdivision of a 11. Yes 'Materials state.Work involves the use of materials. 62 Page 191 of 909 Recommended Contract Provisions: Quick Reference Guide Recommended Provision Contract Criteria Sample Language? 1. Access to Records All Yes 2 Contract Changes or All No. It depends on nature of contract Modifications and end-item procured. 3. ©HS Seal, Logo, and Flags All Yes 4. Compliance with Federal Law, All Yes Regulations and Executive Orders S. No Obligation by Federal All Yes Government Program Fraud and False or 5. Fraudulent Statements or Related All Yes Acts 63 Page 192 of 909 REQUIRED ON RAS "PROVISIONS . Iii I EDIES a. Standard. Contracts for more than the simplified acquisition threshold, currently set at$250,000, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. See 2 C.F.R. Part 200, Appendix II(A). b. Applicability.This requirement applies to all FEMA grant and cooperative agreement programs. 2. TERMINATION FO CAUSE AND CONVENIENCE a. Standard.All contracts in excess of$10,000 must address termination for cause and for convenience by the non-Federal entity,including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix ll(B). b. Applicability.This requirement applies to all FEMA grant and cooperative agreement programs. E. EQUAL EMPLOYMENT OPPORTUNITY If applicable,exact language below in subsection 3.d is required. a. Standard. Except as otherwise provided under 41 C.F.R. Part 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 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C,F.R. Part 200, Appendix II(C). 64 Page 193 of 909 b. KeDefinitions. i. Federally Assisted Construction Contract.The regulation at 41 C.F.R. § 60- 1 1.3 defines a "federally assisted construction contract" as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant,contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work. ii. Construction Work.The regulation at 41 C.F.R. § 60-1.3 defines "construction work" as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways,or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. c. Applicability.This requirement applies to all FEMA grant and cooperative agreement programs. d. Required Language.The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause. During; the performance of this contract, the contractor arees_as follows: (1)The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex,sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.The contractor agrees to post in conspicuous places, available to employees and applicants for 65 Page 194 of 909 employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2)The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation,gender identity, or national origin. (3)The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4)The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6)The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders,this contract may be canceled,terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures 66 Page 195 of 909 authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8)The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs(1)through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any subcontract or purchase order as the administering agencymay direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government,the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon 67 Page 196 of 909 contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 4. DAVIS-BACON ACT a. Standard. 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 at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). 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. b. Applicability.The Davis-Bacon Act only applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, !Nonprofit Security Grant Program,Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program It DOES NOT apply to other FEMA grant and cooperative agreement progranns, including tine Public Assistance i;; ome c. Requirements. If applicable,the non-federal entity must do the following: i. 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. ii. Additionally, pursuant 2 C.F.R. Part 200,Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for compliance with sa Page 197 of 909 the Copeland "Anti-Kickback"Act(40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States).The Copeland Anti- Kickback 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 FEMA. iii. Include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). Suggested Language.The following provides a sample contract clause: Comoiiance with the Davis-Bacon Act. a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.G. 3141- 3144, and 3146-3148)and the requirements of 29 C.F.R. pt. 5 as may be applicable.The contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. b. Contractors are 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. c. Additionally, contractors are required to pay wages not less than once a week. 5. COPELANDANTILKICKBACKAC7 a. Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland "Anti-Kickback" Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractorsand Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). 69 Page 198 of 909 b. Applicability.This requirement applies to all contracts for construction or repair work above$2,000 in situations where the Davis-Bacon Act also applies. it DOES NOT apply to the FEMA public;Assistance urogram.. c. Requirements. If applicable, the non-federal entity must include a provision for compliance with the Copeland "Anti-Kickback" Act(40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). 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 FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period.The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period,to a representative of a Federal or State agency in charge at the site of the building or work. Sample Language.The following provides a sample contract clause: Compliance with the Copeland "Anti-Kickback"Act. a. Contractor.The contractor shall comply with 18 U.S.C. §874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible for the compliance by any subcontractor orlower tier subcontractor with all of these contract clauses. c. Breach.A breach of the contract clauses above may be grounds for termination of the contract, and fordebarment 70 Page 199 of 909 as a contractor and subcontractor as provided in 29 C.F.R. § 5.12." . CONTRACTWORK HOURS AND SAFETY STANDARDS a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), 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 at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, 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. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. b. Applicability.This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of$100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work.These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. c. Suggested Language.The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause: Compliance with the Contract Work Flours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 74 Page 200 of 909 (2) Violation;liabilityfor unpaid wages;liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such,District or to such territory),for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards,employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in :h(,,� name f the Feder=al agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of thissection. (4)Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1)through (4) of thissection and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(b)(1)through (4) of this section. 7. RIGHTS TINVENTIONS MADE UNDER A CONTRACTOR AGREEMENT a. Standard. If the FEMA award meets the definition of"funding agreement" under 37C.F.R. §401.2(a) and the non-Federal entity 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 non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under 72 Page 201 of 909 Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F). b. Applicabilit .This requirement applies to "funding agreements," but it DOES NOT apply to the 4'."Liblic Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program,and Federal Assistance to Individuals and Households—Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of "fundingagreement." c. Funding Agreements Definition.The regulation at 37 C.F.R. § 401.2(a) defines "funding agreement" as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government.This term also includes any assignment, substitution of parties,or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. . CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT a. Standard. If applicable, contracts must contain a provision that requires the contractor 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 FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200,Appendix II(G). b. Applicability.This requirement applies to contracts awarded by a non-federal entity of amounts in excess of$150,000 under a federal grant. c. Suggested Language. The following provides a sample contract clause. Clean Air Act 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act,as 73 Page 202 of 909 amended,42U.S.C. § 7401 et seq. 2. The contractor agrees to report each violation\othe (name of applicant entering into the contract) and understands and agrees that the (name of the applicant entering into the contract) will, in turn, report each violation au required to assure notification tothe Federal Emergency Management Agency,and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding$150,OOOfinanced inwhole or(npart with Federal assistance provided by FEMA. Federal Water Pollution Control Act l. The contractor agrees tocomply with all applicable standards, orders, orregulations issued pursuant tothe Federal Water Pollution Control Act, asamended, 33U.5.C. l25letseq. 2. The contractor agrees toreport each violation tothe (name of the applicant entering into the contract) and understands and agrees that the (name of the applicant entering into the contract)will, in turn, report each violation as required to assure notification tothe Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees tuinclude these requirements ineach subcontract exceeding$l5O,OOOfinanced inwhole orinpart with Federal assistance provided byFEMA. 9. DEBARMENT AND SUSPENSION a. Standard. Non-Federal entities and contractors are subject tothe debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (l986)and Executive Order lZ689, Debarment and Suspension (l989) at2C.F.R. Part 18Oand the Department ofHomeland Security's regulations at 2 C.F.R. Part 3000 (Nonprocurement Debarment andSuspension). b. Applicability.This requirement applies toall FEMA grant and cooperative m Page 203Of909 agreement programs. c. Requirements. L These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities._ See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions.SAM Exclusions is the list maintained by the General Services Administration that 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.SAM exclusions can be accessed at wwm a Fi k ov. See 2 C.F.R. §180.530. ii. In general, an "excluded" party cannot receive a Federal grant award or a contract within the meaning of a "covered transaction,"to include subawards and subcontracts.This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there is a "covered transaction," which is any nonprocurement transaction (unless excepted) at either a "primary" or"secondary" tier. Although"covered transactions" do not include contracts awarded by the Federal Government for purposes of the nonprocurement common rule and DHS's implementing regulations, it does include some contracts awarded by recipients and subrecipients. iii. Specifically,a covered transaction includes the following contracts for goods or services: 1. The contract is awarded by a recipient or subrecipient in the amount of at least$25,000. 2. The contract requires the approval of FEMA, regardless of amount. 3. The contract is for federally-required audit services. 4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of$25,000. d. Suggested Language.The following provides a debarment and suspension 7s Page 204 of 909 clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified. Suspension and Debarment (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.As such,the contractor is required to verify that none of the contractor's principals(defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905)are excluded(defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by (Iris rt name of recipient/s bre ipient/applicant). If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to (insert name of °ecipient/ abrec,ipien /applicant), the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 1 . BYRD ANTI-LOBBYING A F 0 ENT a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352. FEMA's regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any 7s Page 205 of 909 Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency. Ix Applicability.This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of$100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200,Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18. c. Suggested Language. Bird Anti-Lobbying Amendment. 31 U.S.01352 fas amended, .Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s)to the awarding agency. d. Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification. APPENDIX Ay 44 C.F.R. PART 18—CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any 77 Page 206 of 909 Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract,grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, I certifies or affirms the truthfulness and accuracyof each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C.Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official --- .. Name and Title of Contractor's Authorized Official Date 78 Page 207 of 909 11. PROCUREMENT OF RECOVERED NIATERIALS a. Standard. Anon-Federal entity that imastate agency oragency nfapolitical subdivision of state and its contractors must comply with Section 6002ofthe Solid Waste Disposal Act, asamended bythe Resource Conservation and Recovery Act. See 2C.F.R. Part 2OO, Appendix UA\; and Z [.F.R. §2OO.]22. b. Applicability. This requirement applies toall contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs. m, Requirements.The requirements ofSection 8OO2include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $lCL0]Oorthe value ofthe quantity acquired bythe preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing anaffirmative procurement program for procurement of recovered materials identified in the EPA guidelines. d. Suggested Language. i In the performance of this contract,the Contractor shall make maximum use ofproducts containing recovered materials that are EPA-designated items unless the product cannot beacquired-- l. Competitively within a timeframe prov|dingforcmnnp||ance with the contract performance schedule; 2. Meeting contract performance requirements;or l Atareasonable price. ii. Information about this requirement, along with the list of EPA- designated items, is available at EPA's Comprehensive Procurement Guidelines web site, iii. The Contractor also agrees tocomply with all other applicable requirements ofSection GOO2ofthe Solid Waste Disposal Act" ro Page 208Of909 RECOMMENDED CON RS CT PROVISIONS The Uniform Rules authorize FEMA to require additional provisions for non-Federal entity contracts.Although FEMA does not currently require additional provisions, FEMA recommends the following: 1.. ACCESS TO RECORDS a. Standard.All recipients, subrecipients, successors,transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018). Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local,tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General. b. Suggested Language. Access to Records.The following access to records requirements apply to this contract: (1) The Contractor agrees to provide(I �sert name of state agency or to al or 11ndian tial al g�,vernimple T.), (ua serIw name of recipient), 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. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The Contractor agrees to provide the FEMA Administrator or so Page 209 of 909 his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (4) In compliance with the Disaster Recovery Act of 2018, the (write in Name of the n-leder l entity) and the Contractor 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 a. Standard.To be eligible for FEMA assistance under the non-Federal entity's ..arw.r FEMA grant or cooperative agreement,the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope. b. Applicability. FEMA recommends,therefore,that a non-Federal entity include a changes clause in its contract 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 differ depending on the nature of the contract and the end-item procured. DHS SEAL, LOGO,AND FLAGS a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions:Version 8.1(2018). b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. c. Suggested Language. "The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval." 81 Page 210 of 909 4. COMPLIANCE WITH FEDERAL LAW, REGULATIONS,AND EXECUTIVEODER a. Standard.The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders. b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, anddirectives. c. Suggested Language. "This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract.The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives." NO OBLIGATION BY FEDERAL GOVERNMENT a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract 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. c. Suggested Language. "The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, orany other party pertaining to any matter resulting from thecontract." . PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729-3733) which prohibits the submission of false or 82 Page 211 of 909 fraudulent claims for payment to the federal government. See RHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§3801-3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to thecontract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. c. Suggested Language. "The Contractor 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." 83 Page 212 of 909 Attachment J DHS OIG AUDIT ISSUES and ACKNOWLEDGEMENT The Department of Homeland Security (DHS) Office of Inspector General (OIG) was tasked by Congress to audit all FEMA projects for fiscal year 2014. A synopsis of those findings are listed below: There have been 32 separate instances where Grantees/Recipients or Sub-Recipients did not follow the prescribed rules to the point that the OIG believed the below listed violations could have nullified the FEMA/State agreement. 1. Non-Competitive contracting practices. 2. Failure to include required contract provisions. 3. Failure to employ the required procedures to ensure that small, minority,and women's owned firms were all given fair consideration. 4. Improper"cost-plus-a-percentage-of-cost"contracting practices. The following information comes directly from DHS's OIG Audit Tips for Managing Disaster Related Project Costs; Report Number OIG-16-109-D dated July 1, 2016. The following may be reasons for the disallowance or total de-obligation of funding given under the FEMAIState agreement: 1. Use of improper contracting practices. 2. Unsupported costs. 3. Poor project accounting. 4. Duplication of benefits. 5. Excessive equipment charges (applicability may vary with hazard mitigation projects). 6. Excessive labor and fringe benefit charges. 7. Unrelated project costs. B. Direct Administrative Costs. 9. Failure to meet the requirement to obtain and maintain insurance. Key Points that must be followed when Administering FEMA Grants: • Designate one person to coordinate the accumulation of records. • Establish a separate and distinct account for recording revenue and expenditures, and a separate identifier for each specific FEMA project. • Ensure that the final claim for each project is supported by amounts recorded in the accounting system. • Ensure that each expenditure is recorded in the accounting books and references supporting sources of documentation (checks, invoices, etc.)that can be readily retrieved. • Research insurance coverage and seek reimbursement for the maximum amount. Credit the appropriate FEMA project with that amount. 84 Page 213 of 909 • Check with your Federal Grant Program Coordinator about availability of funding under other Federal programs (Federal Highways, Housing and Urban Development, etc.)and ensure that the final project claim does not include costs that another Federal agency funded or could have funded. • Ensure that materials taken from existing inventories for use on FEMA projects are documented by inventory withdrawal and usage records. • Ensure that expenditures claimed under the FEMA project are reasonable, necessary, directly benefit the project, and are authorized under the'Scope of Work." I acknowledge that I have received a copy of, and have been briefed on,the above DHS OIG Audit Issues. i dL� _ a wJ =�:� � � a r Sub-Recipient Agency Date Signature Printed Name&Title ss Page 214 of 909 Attachment K JUSTIFICATION FOR ADVANCE PAYMENT RECIPIENT: If you are requesting an advance, indicate same by checking the box below. [ ]ADVANCE REQUESTED Advance payment of $ is requested. Balance of payments will be made on a reimbursement basis. These funds are needed to pay pending obligations for eligible work. We would not be able to operate the program without this advance. If you are requesting an advance, complete the following chart and line item justification below. BUDGET CATEGORYILINE ITEMS 20_-20 Anticipated Expenditures for First Three Months (list applicable line items) of Agreement Example:PW#00001(0) Contract Work$1,500,000.00(provide detailed justification). is 1, n TOTAL EXPENSES LINE ITEM JUSTIFICATION (For each line item, provide a detailed justification explaining the need for the cash advance. The justification must include supporting documentation that clearly shows the advance will be expended within the first ninety(90)days of the contract term. Support documentation should include quotes for purchases, delivery timelines, salary and expense projections, etc.to provide the Division reasonable and necessary support that the advance will be expended within the first ninety (90) days of the contract term. Any advance funds not expended within the first ninety(90)days of the contract term must be returned to the Division Cashier,2555 Shumard Oak Boulevard,Tallahassee, Florida 32399, within thirty(30)days of receipt, along with any interest earned on the advance). 86 Page 215 of 909 6.H. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-076-Approve and authorize the Mayor to sign a CORONAVIRUS RELIEF FUND (CRF) SUBRECIPIENT FUNDING AGREEMENT between The CITY OF BOYNTON BEACH ("Subrecipient"), a local government that meets the State Housing Initiatives Partnership ("SHIP") Program eligibility requirements, and the FLORIDA HOUSING FINANCE CORPORATION ("Florida Housing"), a public body corporate and politic duly created and existing under the laws of the State of Florida, to govern the expenditure of the CRF funds as indicated in the accompanying agreement and subsequently disbursed CRF funds by Florida Housing. Explanation of Request: The City of Boynton Beach was awarded Coronavirus Relief Funds (CRF) to be disbursed in up to two payments with the first totaling $263,000. The Agreement establishes all requirements of the program for expending the funds that address, in part, eligibility requirements, public notification, program time period, auditing, and record keeping. The pre-approved eligible purposes include Rental Assistance, Mortgage Assistance, Emergency Home Repair, Foreclosure and Eviction Prevention, Homeowners Assistance, Housing Re-Entry, and Homeownership Counseling programs and activities. See accompanying agreement for more thorough details on this program and the requirements of HUD and Florida Housing. How will this affect city programs or services? NA Fiscal Impact: Non-budgeted NA Alternatives: NA Strategic Plan: Strategic Plan Application: NA Climate Action: No Climate Action Discussion: NA Is this a grant? Grant Amount: Page 216 of 909 ATTACHMENTS: Type Description D Resolution Resolution approving the CRF Subrecipient Agreement D Agreement CRF Funds Agreement with Florida Housing Page 217 of 909 1 RESOLUTION NO. R20- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO 5 SIGN A CORONAVIRUS RELIEF FUND (CRF) SUBRECIPIENT 6 FUNDING AGREEMENT BETWEEN THE CITY OF BOYNTON 7 BEACH ("SUBRECIPIENT") AND THE FLORIDA HOUSING 8 FINANCE CORPORATION ("FLORIDA HOUSING") TO 9 GOVERN THE EXPENDITURE OF THE CRF FUNDS AND 10 SUBSEQUENTLY DISBURSED CRF FUNDS BY FLORIDA 11 HOUSING; AND PROVIDING AN EFFECTIVE DATE. 12 13 14 WHEREAS,the City of Boynton Beach was awarded Coronavirus Relief Funds(CRF) 15 to be disbursed in up to two payments with the first totaling $263,000.00; and 16 WHEREAS, the pre-approved eligible purposes include Rental Assistance, Mortgage 17 Assistance, Emergency Home Repair, Foreclosure and Eviction Prevention, Homeowners 18 Assistance, Housing Re-Entry, and Homeownership Counseling programs and activities; and 19 WHEREAS,the Agreement establishes all requirements of the program for expending 20 the funds that address, in part, eligibility requirements, public notification, program time 21 period, auditing, and record keeping; and 22 WHEREAS, the City Commission has determined that it is in the best interests of 23 the residents of the City to approve and authorize the Mayor to sign a Coronavirus Relief Fund 24 (CRF) Subrecipient Funding Agreement between The CITY OF BOYNTON BEACH 25 ("Subrecipient") and the FLORIDA HOUSING FINANCE CORPORATION ("Florida 26 Housing")to govern the expenditure of the CRF funds and subsequently disbursed CRF funds 27 by Florida Housing. 28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION 29 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 30 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as S:\CA\RESO\Agreements\Approve Coronavirus Relief Fund Subrecipient Agreement- Reso.Docx Page 218 of 909 31 being true and correct and are hereby made a specific part of this Resolution upon adoption 32 hereof. 33 Section 2. The City Commission approves and authorizes the Mayor to sign a 34 Coronavirus Relief Fund (CRF) Subrecipient Funding Agreement between The CITY OF 35 BOYNTON BEACH ("Subrecipient") and the FLORIDA HOUSING FINANCE 36 CORPORATION ("Florida Housing") to govern the expenditure of the CRF funds and 37 subsequently disbursed CRF funds by Florida Housing. A copy of the Agreement is attached 38 hereto as Exhibit"A". 39 Section 3. This Resolution shall become effective immediately upon passage. 40 PASSED AND ADOPTED this day of August, 2020. 41 CITY OF BOYNTON BEACH, FLORIDA 42 43 YES NO 44 45 Mayor— Steven B. Grant 46 47 Vice Mayor— Ty Penserga 48 49 Commissioner—Justin Katz 50 51 Commissioner—Woodrow L. Hay 52 53 Commissioner—Christina L. Romelus 54 55 56 VOTE 57 58 ATTEST: 59 60 61 62 Crystal Gibson, MMC 63 City Clerk 64 65 66 (Corporate Seal) S:\CA\RESO\Agreements\Approve Coronavirus Relief Fund Subrecipient Agreement- Reso.Docx Page 219 of 909 CORONAVIRUS RELIEF FUND(CRF) SUBRECIPIENT AGREEMENT THIS FUNDING AGREEMENT("Agreement") is entered into by and among CITY OF BOYNTON BEACH ("Subrecipient"), a local government that meets the State Housing Initiatives Partnership ("SHIP") Program eligibility requirements, and FLORIDA HOUSING FINANCE CORPORATION ("Florida Housing"), a public body corporate and politic duly created and existing under the laws of the State of Florida. Upon execution by both parties, this Contract shall become effective as of the date the last party signs ("Effective Date"). WITNESSETH: WHEREAS,the Coronavirus(COVID-19)emergency has caused disruption in Florida's economy leading to high rates of unemployment and business closures; WHEREAS, Many Floridians are in need of assistance with rental payments, mortgage payments and home repairs; WHEREAS, the State of Florida has been awarded funds pursuant to, section 601(d) of the Social Security Act,as amended by section 5001 of the Coronavirus Aid, Relief,and Economic Security(CARES) Act, Pub. L. No. 116-136, div. A,Title V(Mar. 27, 2020); WHEREAS,a portion of the CARES Act Funds(designated the"Coronavirus Relief Funds or CRF funds") will be distributed by Florida Housing to and administered by Eligible Local Governments (as defined herein) and expended only for purposes authorized by this Agreement; WHEREAS,the Subrecipient and Florida Housing wish to enter into this Agreement which will govern the disbursement and expenditure of CRF funds; NOW,THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: A. Recitals: The recitals stated above are true and correct, are incorporated herein, and form an integral part of this Agreement. B. Definitions: 1. "Administrative Expenditures" means funds, not to exceed 10% of the allocation, expended by Subrecipient to carry out the activities of CRF. This expense may include salaries and benefits of staff, office supplies and equipment, required travel, advertising, recording costs. 2. "Annual income" means annual income as defined under the Section 8 housing assistance payments programs in 24 C.F.R. part 5;annual income as reported under the census long form for the recent available decennial census; or adjusted gross income as defined for purposes of reporting under Internal Revenue Service Form 1040 for individual federal annual income tax purposes.. 3. "Eligible Housing" means any real and personal property located within the county or eligible municipality which is designed and intended for the primary purpose of providing decent, 1 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 220 of 909 safe, and sanitary residential units that are designed to meet the standards of the Florida Building Code or previous building codes adopted under Chapter 553, Fla. Stat., or manufactured housing constructed after June 1994 and installed in accordance with the installation standards for mobile or manufactured homes contained in rules of the Department of Highway Safety and Motor Vehicles, for home ownership or rental for Eligible Persons as designated by Subrecipient. 4. "Eligible Local Government" means a local government in Florida that meets the SHIP Program eligibility requirements. 5. "Eligible Persons" or "Households" means one or more natural persons or a family determined by Subrecipient to be earning not more than 120% of the area median income according to the income limits adjusted to family size published annually by Florida Housing. 6. "Eligible Sponsor" means a person or a private or public for-profit or not-for-profit entity that applies for an award under CRF for the purpose of providing Eligible Housing for Eligible Persons. 7. "Expended" means the affordable housing activity is complete. 8. "Program Income" means proceeds derived from interest earned on or investment of the funds, proceeds from loan repayments, recycled funds,and all other income derived from use of CRF funds. 9. "Project Delivery Costs" means those costs related to the delivery of housing related services to an eligible applicant that are not included as part of Administrative Expenditures. 10. "Sub-Grantee" means a person or organization contracted by a Subrecipient that is compensated with CRF funds to provide administration of any portion of the CRF. C. Allocation and Use of Funds: 1. Amount of Funds Available to Subrecipient: The total funds made available to Subrecipient under this Agreement is: $263,630. 2. Disbursement of Funds to Eligible Subrecipients: The available funds will be disbursed to Subrecipient for activities described in Item C.4., below. Funds will be disbursed in up to two payments, the amount of each to be determined by Florida Housing. The first payment for the full amount In Item C.I. above will occur upon execution of this Agreement. Subject to the terms of this paragraph, a second payment may be disbursed no later than October 1, 2020. If Florida Housing determines that the Subrecipient has failed to make satisfactory progress in meeting the requirements of this Agreement or has otherwise failed to satisfactorily perform under the terms of this Agreement,the funds representing the second payment may be withheld by Florida Housing pending resolution of the issues giving rise to the lack of progress or failure to perform satisfactory to Florida Housing which may include a written plan to address the issues prepared by the Subrecipient and submitted to Florida Housing for approval. 2 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 221 of 909 3. Establishment of CRF Trust Fund: Subrecipient must establish and maintain a CRF trust fund or a pooled account where CRF funds are clearly designated. 4. Expenditure of Funds by Subrecipient: CRF funds shall be Expended by Subrecipient for the following: a. Direct CRF Administrative Expenditures and Project Delivery Costs incurred on or after March 1, 2020 in an amount no more than a cumulative 10 percent of CRF funds incurred by Subrecipient, a consultant to Subrecipient, and/or a Sub-Grantee. CRF funds shall not be used to pay for Administrative Expenditures and Project Delivery Costs incurred prior to March 1, 2020. b. Housing counseling services,direct rental assistance, relocation costs and awards to assist Eligible Housing for Eligible Persons or Households or Eligible Sponsors. c. CRF funds may be used for the following pre-approved program purposes or activities: i. Rental assistance payments (including back rent, deposits and utility payments); ii. Mortgage payments and buydowns; iii. Emergency repair of housing; iv. Assistance to homeowners to pay insurance deductibles; V. Housing re-entry assistance, such as security deposits, utility deposits, and temporary storage of household furnishings; vi. Foreclosure or eviction prevention, including monthly rent and associated fees; and vii. Homeownership counseling. All other activities must be presented in writing to Florida Housing and approved in writing prior to implementation. 5. Term: The period of performance for this grant is March 1, 2020 — December 30, 2020. In executing this Agreement, Subrecipient is certifying that all CRF funds will be Expended by December 30, 2020. The term of this agreement will be from the Effective Date through March 31, 2021. 6. Advertisement of Availability of Funds: U CRF funding availability shall be advertised by Subrecipient in both a newspaper of general circulation and, where available, periodicals serving racially, ethnically and income diverse neighborhoods, at least 10 days before the beginning of the application period. This 10-day period does not prevent assistance to applicants that have already applied and been determined eligible prior to the application period. At a minimum,the advertisement shall contain: a. The amount of funds projected to be received from the state for the fiscal year(s). b. The beginning and ending date of the application period; c. The name of the contact person and other pertinent information where applicants may apply for assistance (phone number, address, email, and hours of operation); 7. Repayments: a. The Subrecipient shall only expend funding under this Agreement for allowable costs resulting from obligations incurred during the eligible period of performance. The Subrecipient shall ensure that its contractors, subcontractors, and consultants only 3 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 222 of 909 expend funding under this Agreement for allowable costs resulting from obligations incurred during the period of performance. b. The Subrecipient shall refund to Florida Housing any unobligated funds which have been advanced or paid to the Subrecipient upon termination of this Agreement. c. Any unexpended funds under this Agreement, including unexpended program income earned, must be returned to Florida Housing upon termination of this Agreement. d. Upon termination of this Agreement, or upon any determination made indicating such, the Subrecipient shall refund to Florida Housing any funds paid in excess of the amount to which the Subrecipient or its contractors, subcontractors, or consultants are entitled under the terms and conditions of this Agreement. e. The Subrecipient shall refund to Florida Housing any funds not spent in accordance with the conditions of this Agreement or applicable law. Such reimbursement shall be sent to Florida Housing within 30 calendar days from Subrecipient's receipt of notification of such non-compliance. f. The Subrecipient's obligations under this section will survive the termination of the Agreement. 8. Performance under this Agreement is subject to 2 C.F.R Part 200, entitled "Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards." 9. Single Audit Act: Funds payments are considered to be federal financial assistance subject to the Single Audit Act (31 U.S.C. §§ 7501-7507) and the related provisions of the Uniform Guidance. The Subrecipient shall conduct a single or program-specific audit in accordance with the provisions of 2 C.F.R. Part 200 and the related provisions of the Uniform Guidance, if it expends more than $750,000 or more in Federal awards from all sources during its fiscal year.The Catalog of Federal Domestic Assistance (CFDA) number for these funds is 21.019. D. Application for CRF Eligible Person or Household Assistance: Subrecipient shall establish criteria for CRF assistance and develop an application for CRF eligibility. a. The application for assistance should contain all the necessary information to determine whether an applicant household is potentially eligible for CRF assistance. In accordance with the provisions of Sections 760.20-760.37, Fla. Stat., it is unlawful to discriminate on the basis of race, religion, color, sex, familial status, national origin, or handicap in the award application process for Eligible Housing. b. At a minimum, an application for program assistance should contain the following items for each household members: i. The number of people residing in the household including name,age, relationship to head of household, current address and home phone number; ii. Name and address of employer(s), work phone number(s), position title and number of years on job with employer; iii. Sources of annual income, including earned, unearned and asset income,and a statement signed by all of the adults who reside in the household consenting to the disclosure of information for the purpose of verifying income and assets for determining income eligibility for program assistance. iv. A signed statement indicating that the applicant understands that all information provided is subject to Florida's public records laws. 4 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 223 of 909 V. A statement that it is a first-degree misdemeanor to falsify information for the purpose of obtaining assistance. E. Allowable Rental Assistance(Subsidies):Assistance maybe provided as direct rental assistance to Eligible Persons in any of the following manners: 1. Security and utility deposit assistance to secure temporary or permanent rental housing; or 2. Eviction prevention not to exceed 10 months' rent; or 3. A rent subsidy program for income eligible households that are displaced from rental units that are uninhabitable; or F. Allowable Mortgage Payments: Mortgage payment assistance may be awarded to eligible applicants. This may include principle and interest, insurance, and homeowner association fees. Real Estate taxes paid to a government entity are not eligible. G. Income Categories:All households assisted must be at or below 120%of the area median income. H. CRF Eligible Person Award Terms: CRF funds awarded directly to Eligible Persons must be in the form of a grant, deferred loan or hard pay loan. I. Reporting Requirements: The Subrecipient must provide Florida Housing with monthly reports beginning on October 1, 2020 and a closeout report by February 15, 2021. These funds must include the current status and progress of the expenditure of funds under this Agreement, in addition to any other information requested by Florida Housing. All funds must be accounted for on the CRF Data Upload Form as provided by Florida Housing.Quarterly reports are due to Florida Housing no later than 15 days after the end of each quarter. The first quarterly report due pursuant to this agreement is due for the quarter ending September 30, 2020. J. Program Compliance 1. File Management and Record Retention relating to CRF Eligible Persons or Sponsors: Subrecipient must maintain a separate file for every applicant, Eligible Person, Sub-Grantee or Sponsor, regardless of whether the request was approved or denied. a. Contents of File: Each file must contain sufficient and legible documentation. Documents must be secured within the file and must be organized systematically. b. Record and File Retention: Local governments are required to retain records and other relevant documentation for each applicant, Eligible Person, Sub-Grantee or Sponsor for five fiscal years after funds have been expended or five years after the expiration of a use restriction agreement. and accounted for and/or satisfaction of loans, whichever is later, provided applicable audits have been released. i. The minimum requirements for documentation of award depend upon the type of assistance awarded and the funding sources. Every file should contain a section of notes and a file checklist, which tracks the efforts and progress of obtaining necessary documents.The checklist is a useful tool for all persons who must have access to the file. However, this checklist may be modified to accommodate a local government's need for additional documentation. 5 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 224 of 909 ii. Eligible Sponsors(developers) who are awarded funds have the responsibility for maintaining clear and accurate files on project recipients and activities. Subrecipient must monitor the Eligible Sponsors files on a regular basis to ensure that all information is collected that will be needed for reporting. Subrecipient's housing administrator must also review the file documentation to ensure that assistance is awarded to Eligible Persons and that all project activities conform to program requirements. iii. In cases where a Sub-Grantee is used to administer CRF,Subrecipient is ultimately responsible for program compliance. iv. All other records that document the award or expenditure of CRF funds must be retained for five fiscal years after the funds have been expended or five years after the expiration of a use restriction agreement and accounted for and/or satisfaction of loans, whichever is later, provided applicable audits have been released. This means that for cases that were assisted Subrecipient must retain all records no less than five years after the loan has been satisfied, provided audits have been released, whichever is later. Housing records of this type include, but are not limited to: 1) applications; 2) program and set-aside records; 3) housing agreements; 4) income verifications and 5) other records as required by Florida Housing or federal, state and local law or regulations. V. Records must be retained in electronic form. The standards used must comply with the Florida Administrative Code. Local record retention requirements may be stricter than the State. c. Access to Files: Florida Housing or any duly authorized representative shall be permitted to inspect any files relating to CRF Eligible Person or Sponsors including but not limited to advertisements, applications, income verifications and certifications, plan participation contracts, financial records, tracking system records, construction cost verification including receipts and contracts, rental development annual reviews, Eligible Sponsor reviews, Eligible Sponsor award lists, CRF fund recipient lists, and any other applicable documents at any reasonable time with or without notice. Such records shall be maintained within the participating county or eligible municipality at a place accessible to the Corporation staff or its designated monitoring agent. 2. Files Management and Record Retention relating to Subrecipient and Administration of this Agreement: a. The Subrecipient shall maintain books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of funds provided by Florida Housing under this Agreement. b. Contents of the Files: Subrecipient must maintain files containing documentation to verify all compensation to Subrecipient in connection with this Agreement, as well as reports, records, documents, papers, letters, computer files, or other material received, generated, maintained or filed by Subrecipient in connection with this Agreement. Subrecipient must also keep files, records, computer files, and reports that reflect any compensation it receives or will receive in connection with this Agreement. 6 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 225 of 909 c. Record and File Retention: Subrecipient must maintain these files for five years after the end of the applicable fiscal year,except that, if any litigation,claim or audit is commenced with respect to the transactions documented by such files before the end of the aforementioned five-year period and extends beyond the expiration of the five-year period, these files must be retained until all litigation, claims, or audit findings involving the files have been resolved. d. Access to the Files: As a condition of receiving state or federal financial assistance, and as required by sections 20.055(6) and 215.97(5), Fla. Stat., Florida Housing, the Chief Inspector General of the State of Florida, the Florida Auditor General, or any of their authorized representatives shall enjoy the right to access any documents, financial statements, papers, or other records of the Subrecipient that are pertinent to this Agreement, in order to make audits, examinations, excerpts, and transcripts. Upon reasonable notice, Subrecipient and its employees shall allow Florida Housing or its agent(s) access to its files and personnel for interview purposes during normal business hours, 9:00 a.m.to 5:00 p.m., Monday through Friday, provided such day is not a holiday. e. Return of the Files: In the event this Agreement is terminated, all finished or unfinished documents, data, studies, computer files, correspondence, and other products prepared by or for Subrecipient under this Agreement must be submitted to Florida Housing within 15 days of such termination at the expense of Subrecipient. 3. Compliance Monitoring: Subrecipient must be subject to compliance monitoring during the period of performance in which funds are Expended and up to three years following the closeout of all funds. In order to assure that the program can be adequately monitored, the following is required of Subrecipient: a. Subrecipient must maintain a financial tracking system provided by Florida Housing that ensures that CRF funds are Expended in accordance with the set-aside requirements, deadlines, and other requirements in this agreement. b. Subrecipient must maintain records on all awards to Eligible Persons or Sponsors. These records must include, but are not limited to: i. Proof of income compliance; ii. Proof of homeownership; iii. Proof of use of FEMA proceeds; iv. Documentation of all required inspections including mold remediation and wood destroying organisms; V. Documentation of any required remediation; vi. Certificate of Occupancy; vii. Placed in Service documentation; viii. Proof of contract or eligibility; ix. Documentation of payments made on the award; and X. Documentation of the value/sales price of the unit, as applicable. 4. Cooperation with Inspector General: Subrecipient understands its duty, pursuant to Section 20.055(5), Fla. Stat., to cooperate with Florida Housing's Inspector General in any investigation, audit, inspection, review, or hearing. Subrecipient will comply with this duty and ensure that any contracts issued under this Agreement impose this requirement, in writing, on its subcontractors. 7 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 226 of 909 5. Technical Assistance:Training and technical assistance is available to Subrecipient to assist in the development and implementation of the CRF.This technical assistance shall be provided by Florida Housing staff and Florida Housing's Catalyst contractor. 6. Program Income: Program Income realized by Subrecipient prior to the final closeout of CRF must be deposited and used for eligible CRF activities. After final closeout of CRF, funds realized as Program Income must be returned to Florida Housing. 7. Recaptured Funds: Recaptured Funds realized by Subrecipient prior to the final closeout of CRF must be deposited and used for eligible CRF activities. After final closeout of CRF, Recaptured Funds must be returned to Florida Housing. K. Contacts 1. Florida Housing's contract administrator for this Agreement is: Contract Administrator Florida Housing Finance Corporation 227 North Bronough St., Suite 5000 Tallahassee, Florida 32301-1329 Phone: 850.488.4197 E-mail: Contract.Admin@floridahousing.org 2. The Florida Housing program contact for this Contract is: Robert Dearduff, Assistant Director of Special Programs Florida Housing Finance Corporation 227 North Bronough St., Suite 5000 Tallahassee, Florida 32301-1329 Phone: 850.488.4197 E-mail: Robert.Dearduff@floridahousing.org or the designated successor. 3. The Grantee's contract administrator for this Contract is: Lashea Brooks, Interim Community Improvement Manager 100 E. Boynton Beach Blvd. Boynton Beach, Florida 33435 Phone: 561.742.6066 E-mail: Brooksl@bbfl.us or the designated successor. L. 2 CFR Appendix II to Part 200-Contract Provisions for Non-Federal Entity Contracts Under Federal Awards - In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable. (A)Contracts for more than the simplified acquisition threshold currently set at$150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41. U.S.C. 1.908, . 08, must address administrative, contractual, or legal remedies in instances where contractors violate or breach 8 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 227 of 909 contract terms, and provide for such sanctions and penalties as appropriate. (B)All contracts in excess of$10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41. CFR Pert 60, all contracts that meet the definition of"federally assisted construction contract" in 41. CFR Pert 60- 1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Exec tine Order 11246, "Equal Employment Opportunity' (�0 FR `23`� , 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by`xecutive Order 11375, "Amending `xecutive Order 1.1.246 Relating to Equal Employment Opportunity," and implementing regulations at 41. CFR pert 601 "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." (D) Davis-Bacon Act as amended (40 U.S.C. 31.41-31.48). 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. 31.41-31.44,and 31.46- 31.48) as supplemented by Department of Labor regulations (29 CFR Pert 51 "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. 31.45), as supplemented by Department of Labor regulations ( 0 CFR Part 3 "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Werk Flours 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. 3701 and 370 , as supplemented by Department of Labor regulations(Z9 CFR Pert 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. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2, (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the 9 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 228 of 909 substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Pert 401.1 "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. (G)Clean Air Act (42. U.S.C. 7401-7671cl.) and the Federal Water Pollution Control Act (E3 U.S.C. 1.251-1.387),as amended-Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42. U.S.C. 740177671.q.)and the Federal Water Pollution Control Act as amended (33 U.S.C. 1. 51.-1.38i). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)-A contract award (see.2 CFR 1.80. 20) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 'x.586 Comp., p. 189) and 12689 (3 CFR part 'x.585 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 11549. (1) Byrd Anti-Lobbying Amendment (31. U.S.C. 1.352) - Contractors that apply or bid for an award exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C., 1.352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. (J) See 100.311 Procurement of recovered materials. [78 HR 78608 Dec. 26, 2013, as amended at i0 FR 75888, Dec. 19, 2014] M. Default and Remedies 1. If any of the events listed in subparagraph 2. of this section occur, all obligations on the part of Florida Housing to continue doing business with Subrecipient or assign any future transaction to Subrecipient shall, if Florida Housing so elects, terminate and Florida Housing may, at its option, exercise any of its remedies set forth herein, or as otherwise provided by law. However, Florida Housing may continue doing business with the Subrecipient as a participant after the happening of any event listed in subparagraph 2. of this section without waiving the right to exercise such remedies, without constituting a course of dealing, and without becoming liable to include the Subrecipient in the transaction or any future transaction. 2. The Events of Default shall include, but not be limited to, the following: a. If any report, information or representation provided by Subrecipient in this Contract is inaccurate, false or misleading in any respect; 10 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 229 of 909 b. If any warranty or representation made by Subrecipient in this Contract or any other outstanding agreement with Florida Housing is deemed by Florida Housing to be inaccurate, false or misleading in any respect; c. If Subrecipient fails to keep,observe,or perform any of the terms or covenants contained in this Contract,or is unable or unwilling to meet its obligations as defined in this Contract; d. If, in the sole discretion of Florida Housing,Subrecipient has failed to perform or complete any of the services identified in the attachments; e. If Subrecipient has not complied with all Florida laws, federal laws, Florida Housing rules or Florida Housing policies applicable to the work; f. If Subrecipient has discriminated on the grounds of race, color, religion, sex, national origin, or disability in performing any service identified in the attachments; g. If Subrecipient does not comply with the terms and conditions set forth in Section 420.512(5), Fla. Stat.; h. If Subrecipient commits fraud in the performance of its obligations under this Contract; or i. If Subrecipient refuses to permit public access to any document, paper, letter, computer files, or other material subject to disclosure under Florida's Public Records Law. Upon the occurrence of any Event of Default listed in subparagraph 2. above, Florida Housing will provide written notice of the Default detailing the grounds that constitute the Event of Default. 3. Upon the occurrence of any Event of Default listed in subparagraph 2. above, Florida Housing may provide Subrecipient a reasonable period of time to cure the Event of Default (Cure Period). If Florida Housing provides a Cure Period, Florida Housing will notify the Subrecipient of the length of the Cure Period in the Notice of Default. 4. If Florida Housing provides a Cure Period and if the Subrecipient is unable or unwilling to cure the Event of Default within the Cure Period, Florida Housing may exercise any remedy permitted by law. The pursuit of any one of the following remedies shall not preclude Florida Housing from pursuing any other remedies contained herein or otherwise provided at law or in equity. The remedies include, but are not limited to the following: a. Florida Housing may terminate the Contract on the 10th day after Subrecipient receives the Notice of Default or upon the conclusion of any applicable Cure Period, whichever is later; b. Florida Housing may commence an appropriate legal or equitable action to enforce performance of the terms and conditions of this Contract; c. Florida Housing may exercise any corrective or remedial actions including, but not limited to, requesting additional information from Subrecipient to determine the reasons for or 11 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 230 of 909 the extent of non-compliance or lack of performance, issuing a written warning to advise that more serious measures may be taken if the situation is not corrected, advising the Subrecipient to suspend, discontinue or refrain from incurring fees or costs for any activities in question or requiring the Subrecipient to reimburse Florida Housing for the amount of costs incurred; or d. Florida Housing may exercise any other rights or remedies that may be otherwise available under law. N. Termination 1. Florida Housing may terminate the Agreement, without cause, at any time upon 24-hour written notice delivered by courier service or electronic mail to the Subrecipient, from the date sent from Florida Housing. 2. The Subrecipient may terminate this Agreement, without cause, at any time upon 10 days written notice delivered by courier service or electronic mail to Florida Housing at the physical or electronic address, as applicable, of Florida Housing's Contract Administrator, Contract.Admin@floridahousing.org.The Subrecipient shall be responsible for all costs arising from the resignation of the Subrecipient. 3. Upon expiration or termination of this Agreement, the Subrecipient shall transfer to Florida Housing any CRF funds on hand at the time of expiration or termination, and any accounts receivable attributable to the use of CRF funds. O. General Provisions 1. Compliance with all Applicable Laws and Regulations: Subrecipient must comply with all applicable federal, state and local laws, rules, regulations, and ordinances in administering CRF under this Agreement. Subrecipient acknowledges that this requirement includes, but is not limited to, compliance with all applicable federal, state, and local health and safety rules and regulations. Subrecipient further agrees to include this provision in all contracts with Eligible Persons,Sub-Grantees, Sponsors or subcontracts issued as a result of this Agreement. Subrecipient's failure to comply with any part of this provision is material and must be grounds for termination of this Agreement for cause by Florida Housing. 2. Indemnification: Nothing contained in this Agreement shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein must be construed to be a consent by either party to be sued by third parties in any matter arising out of this Agreement or any other contract. 3. Insurance: Subrecipient agrees to carry liability and other appropriate forms of insurance. Florida Housing shall have no liability except as specifically provided in this Agreement. 4. Severability: If a court deems any provision of this Agreement void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. 12 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 231 of 909 5. Entire Agreement: This Agreement, and all exhibits annexed hereto which are incorporated herein by reference, collectively represent the entire agreement of the parties and the same supersedes any and all previous agreements of any kind.Any alterations,variations, changes, modifications, or waivers of provisions of this Agreement shall be valid only if reduced to writing,duly signed by all of the parties hereto,and attached to the original of this Agreement. 6. Lobbying: In accordance with Section 216.347, Fla. Stat., Subrecipient is hereby prohibited from using funds provided by this Agreement for the purpose of lobbying the Legislature,the judicial branch or a state agency. Further, in accordance with Section 11.062, Fla. Stat., no state funds,exclusive of salaries,travel expenses,and per diem,appropriated to,or otherwise available for use by, any executive,judicial, or quasi-judicial department shall be used by any state employee or other person for lobbying purposes. 7. Files Subject to Florida's Public Records Law: Any file, report, record,document, paper, letter, or other material received,generated, maintained or sent by Subrecipient in connection with this agreement is subject to the provisions of Section 119.01-.15, Fla. Stat., as may be amended from time to time (Florida's Public Records Law). Subrecipient represents and acknowledges that it has read and understands Florida's Public Records Law and agrees to comply with Florida's Public Records Law. If Subrecipient has questions regarding the application of Chapter 119, Florida Statutes, to Subrecipient's duty to provide public records relating to this contract, contact the Corporation Clerk at: Corporation Clerk 227 N. Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 Phone: 850.488.4197 E-mail: rrati ler ria usi r 8. Personally Identifiable Information (1311); Security: a. If Subrecipient or any of its subcontractors may or will create, receive, store or transmit P11 under the terms of this Agreement, Subrecipient must provide for the security of such PII, in a form acceptable to Florida Housing, without limitation, non-disclosure, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections and audits. Subrecipient shall take full responsibility for the security of all data in its possession or in the possession of its subcontractors and shall hold Florida Housing harmless for any damages or liabilities resulting from the unauthorized disclosure of loss thereof. b. If Subrecipient or any of its subcontractors may or will create, receive, store or transmit P11 under the terms of this Agreement, Subrecipient shall provide Florida Housing with insurance information for stand-alone cyber liability coverage, including the limits available and retention levels. If Subrecipient does not carry stand-alone cyber liability coverage, Subrecipient agrees to indemnify costs related to notification, legal fees, 13 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 232 of 909 judgments,settlements,forensic experts, public relations efforts,and loss of any business income related to this Agreement. c. Subrecipient agrees to maintain written policies and procedures for PII and/or data classification. This plan must include disciplinary processes for employees that violate these guidelines. d. Subrecipient agrees at all times to maintain reasonable network security that, at a minimum, includes a network firewall. e. Subrecipient agrees to protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates as designated by a relevant authority(e.g. Microsoft notifications, Common Vulnerabilities and Exposures (CVE) database, etc.) Subrecipient agrees that PII shall be appropriately destroyed based on the format stored upon the expiration of any applicable retention schedules. f. Subrecipient agrees that any and all transmission or exchange of system application data with Florida Housing and/or any other parties shall take place via secure Advanced Encryption Standards (AES), e.g. HTTPS, FTPS, SFTP or equivalent means. All data stored as a part of backup and recovery processes shall be encrypted, using AES. g. If Subrecipient reasonably suspects that a cybersecurity event or breach of security has occurred,they must notify Florida Housing's Contract Administrator within 48 hours. h. In the event of a breach of PII or other sensitive data, Subrecipient must abide by provisions set forth in Section 501.171, Fla. Stat. Additionally, Subrecipient must immediately notify Florida Housing in writing of the breach and any actions taken in response to such a breach. As the information becomes available the statement must include, at a minimum, the date(s) and number of records affected by unauthorized access,distribution, use, modification or disclosure of PII;Subrecipient's corrective action plan; and the timelines associated with the corrective action plan. 9. Other Provisions: a. This Agreement shall be construed under the laws of the State of Florida, and venue for any actions arising out of this Agreement shall lie in Leon County. b. No waiver by Florida Housing of any right or remedy granted hereunder or failure to insist on strict performance by Subrecipient shall affect or extend or act as a waiver of any other right or remedy of Florida Housing hereunder or affect the subsequent exercise of the same right or remedy by Florida Housing for any further or subsequent default by Subrecipient. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing. c. Any power of approval or disapproval granted to Florida Housing under the terms of this Agreement shall survive the terms and life of this Agreement as a whole. d. The Agreement may be executed in any number of counterparts, any one of which may be taken as an original. 14 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 233 of 909 IN WITNESS WHEREOF,the parties have executed this Agreement Number 103-2020,each through a duly authorized representative, effective on the Effective Date. CITY OF BOYNTON BEACH By: Name/Title: Date: FEIN: FLORIDA HOUSING FINANCE CORPORATION By: Name/Title: Date: 15 Agreement#103-2020 Coronavirus Relief Fund(CRF)Funding Agreement Page 234 of 909 6.1. Consent Agenda 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Approve minutes from the City Commission meeting on J my 21, 2020. Explanation of Request: The City Commission met on July 21, 2020 and minutes were prepared from the notes taken at the meeting. The Florida Statutes provide that minutes of all Commission meetings be prepared, approved and maintained in the records of the City of Boynton Beach. How will this affect city programs or services? A record of the actions taken by the City Commission will be maintained as a permanent record. Fiscal Impact: Non-budgeted N/A Alternatives: Do not approve the minutes. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action: No Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description Minutes 07-21-2020 Minutes Page 235 of 909 MINUTES OF THE CITY COMMISSION MEETING HELD ONLINE VIA THE GOTOWEBINAR PLATFORM BOYNTON BEACH, FLORIDA ON TUESDAY, JULY 21, 2020, AT 5:30 P.M. Steven B. Grant, Mayor Lori LaVerriere, City Manager Ty Penserga, Vice Mayor James Cherof, City Attorney Justin Katz, Commissioner Crystal Gibson, City Clerk Woodrow L. Hay, Commissioner Christina Romelus, Commissioner 1. Openings A. Call to Order Mayor Grant called the meeting to order at 5:30 p.m. Invocation Reverend Laurie Durgan Unity Church of Delray provided the invocation. Pledge of Allegiance Vice Mayor Ty Penserga led the Pledge of Allegiance to the Flag. Roll Call City Clerk Gibson called the roll. There was a quorum. Alan Karjalainen, Web Design Coordinator, provided information regarding how to participate in the live stream online meeting. Agenda Approval: 1. Additions, Deletions, Corrections Mayor Grant requested to add an announcement from Craig Clark, Library Director, as item D to Announcements. Vice Mayor Penserga requested to add Mobile COVID testing Site and Feeding South Florida as Items E and F to Announcements. Mayor Grant asked the Commission if they wanted to have a brief conversation regarding the opening of the schools via the internet and what could be done to help the residents of Boynton Beach. Vice Mayor Penserga supported the idea of having an exploratory discussion. Page 236 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Commissioner Katz supports adding to New Business. He indicated he did not know if municipalities could become involved in the policies of the School Board. Mayor Grant stated there was a consensus for a discussion. 2. Adoption Motion Commissioner Hay moved to approve the agenda as amended. Vice Mayor Penserga seconded the motion, which unanimously passed. 2. Other A. Informational items by Members of the City Commission Commissioner Katz spoke with Andre Park regarding a discussion of a community development district in District One and some issues revolving around the future. Thanked staff for the awesome event at City Hall. Commissioner Hay recognized two great leaders who passed away this month. Requested a moment of silence. Noted Cordy Tindell Vivian was an American minister, author, and close friend and lieutenant of Martin Luther King Jr. during the Civil Rights Movement. Mr. Vivian resided in Atlanta, Georgia, and founded the C. T. Vivian Leadership Institute. Commissioner Hay commented civil rights leader, U.S. Congressman John Lewis, was known as the conscious of a Congress, very peaceful, yet courageous man, and was on the front lines of the civil rights movement campaign to end Jim Crow laws, received blows to his body and a fractured skull to prove it. Congressman Lewis was a fearless stimulus in the Civil Rights Movement and the last surviving speaker from the March on Washington for Jobs and Freedom in 1963. Noted there are calls to rename the Edmund Pettus Bridge in Selma, Alabama after Congressman John Lewis. Commissioner Hay explained Edmund Pettus was a Confederate General and a Ku Klux Klan leader. The bridge became a focus of national attention on March 7, 1965 when Alabama State Troopers beat demonstrators who were marching for black voting rights, in what is known as Bloody Sunday. Commissioner Romelus thanked Commissioner Hay for educating the Commission on the history of these two great leaders who have gone on before us. In addition, thanked staff for the tremendous celebration today at the new City Hall. Vice Mayor Penserga echoed many of the responses. Gave a special thanks to everyone involved in putting together the Centennial event. Acknowledged all the little things, which made the event exceptional. This event was a memorable 100-year celebration of our city and he was looking forward to the next 100 years. 2 Page 237 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Mayor Grant noted on July 13th, he attended the City of Boynton Beach Tourism Board, which is working with Discover the Palm Beaches and creating a Tourism Master plan on behalf of the City of Boynton Beach. July 14th, he attended the Regional Issue Summit. July 15th, he attended a Zoom meeting with other Mayors regarding how the State of Israel is dealing with COVID-19. July 16th, he attended the Transportation Planning Agency meeting. He was on radio with WBPR, attended the ribbon cutting through the Delray Beach Chamber of Commerce for Dr. Delia Weiss who opened up a location on South Seacrest. On July 17th, had a conversation with Carla Rodrick, who is the government liaison for Comcast, in addition he heard from Ian Cotner from AT&T. On July 18th, attended the third, Connect to Greatness graduation. Expressed these young men attended the weekly mentor/mentee classes, and it was amazing to see where they started and where they are going. If the City has the availability to help those in need, he feels that it should. Today July 21St, the City celebrated its 100th birthday and had the ribbon cutting at City Hall. In addition, he received an email from the City Attorney and read the quotes into the record. The first one is by John Lewis, "Freedom is not a state, it is an act. It is not some enchanting garden perched high on a distant plateau, where we can finally sit down and rest. Freedom is the continuous action we all must take, and each generation must do its part to create an even more fair, more just society". A quote from C.T. Vivienne, "Non-violence is the only honorable way of dealing with social change because, if wrong, no one is hurt, but if we are right, more people will participate and determine their own destinies than ever before". His personal favorite, a John Lewis quote is, "If not us, then who? If not now, then when". Moreover, his philosophy is to figure out what can be done now, because we do not necessarily know what will happen in the future. 3. Announcements, Community and Special events and Presentations. A. Proclaim July 21, 2020 as the "City of Boynton Beach Centennial Day". Mayor Steven B. Grant will accept the proclamation on behalf of the City of Boynton Beach. Mayor Grant proclaimed July 21, 2020 as the "City of Boynton Beach Centennial Day" and accepted the proclamation. Abby Guido sang "Happy Birthday" to the City of Boynton Beach. Eleanor Krusell, Marketing Director, said she appreciates everyone's support in changing the events that occurred this year and to smaller events and celebrating our centennial on a yearlong process rather than on one day. The Marketing Department has created a video that would be uploaded to our Facebook page, which provides a history of Boynton Beach. Indicated she appreciates all the support. Mayor Grant asked if the funding, which was not used to celebrate the 100th anniversary, could be used to celebrate the 101 st anniversary. 3 Page 238 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Ms. Krusell stated this was a discussion for the Commission. B. Recognize and celebrate the City's commitment to work towards full compliance with the Americans with Disabilities Act. Debbie Majors, ADA Coordinator, Ted Goodenough, ADA Assistant, Stephanie Soplop, Recreation & Assessment Specialist and Beth Wagmeister, Business Inclusion Outreach Specialist will accept the proclamation. Mayor Grant recognized and celebrated the City of Boynton Beach's commitment to work towards full compliance with the Americans with Disabilities Act. Debbie Majors, ADA Coordinator, explained that the ADA has expanded opportunities for Americans with disabilities by reducing barriers and changing perceptions, as well as increasing full participation in community life. This legislation established a clear and comprehensive national mandate for the elimination of discrimination against individuals with disabilities. The ADA has expanded opportunities for Americans with disabilities by reducing barriers and changing perceptions, as well as increasing full participation in community life. The City has undertaken a number of administrative actions to bring programs, services and activities into compliance. In 2015, the City designated an ADA Coordinator who is responsible for coordinating all compliance activities. A notice to the public and employees on their rights and protections under the ADA and how the City complies is posted on the city's website and throughout the city's government buildings. The City has adopted and administers a grievance procedure for resolving ADA related grievances and complaints by the public and employees. A Transition Plan of structural modifications needed to remove barriers limiting access to programs, including installation of curb-ramps on walkways and pedestrian ways was created and is updated annually to reflect progress towards full compliance with the Americans with Disabilities Act. An Inclusion Support Team (comprised of 18 organizations, representing individuals with disabilities) was created to provide insight and feedback, and collaborate with City departments to create inclusive opportunities throughout Boynton Beach. In addition, in 2020, the City began reaching out to businesses to provide resources and support for inclusion and compliance with the ADA, through the Inclusion Works Business Recognition Program. Ms. Majors noted Barrier Free Park provides opportunities for children and adults of all abilities to play side-by-side. Created an accessible kayak launch at Harvey Oyer Park. The city has an accessible beach mat at Oceanfront Park. The Links golf course has an accessible golf cart. There is a wheelchair lift at the John Denson pool, and our Recreation Department is the only Recreation Department which has an IRP, an Individual Recreational Plan. Ms. Majors explained what an IRP was to the Commission. Representatives from the community are planning for the accessibility in the new Town Square. In addition, with the assistance from the marketing and communications staff, the city is launching a new Facebook page, called Inclusive Boynton Beach. She explained this is where the city would connect and further educate and inform our community of all 4 Page 239 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 the wonderful things which the city is doing, how the city connects with the community of individuals with disabilities, and how they are becoming part of our city. Mayor Grant stated he visited the Palm Beach Habilitation Center and it opened his eyes. C. Town Square Update. Colin Groff, Assistant City Manager, stated the City of Boynton Beach celebrated its 100th anniversary at the new building. The building is operational. As you know, staff is working. It is open to the public to conduct business. The District Energy Facilities Plant is complete and operational. All new City buildings are receiving chilled water and service is available to all private parcels. Noted at the budget meeting, the Commission saw a reduction in the city's electric bill. Fire Station #1: the station is occupied and operational. Final punch list items will be complete within two weeks. Police station: the building is occupied and operational. The contractor continues to work through substantial punch lists. The cultural center building is substantially complete; staff will be occupying under a temporary certificate of occupancy. City Hall is a large building, occupied under a temporary certificate of occupancy. Mr. Groff stated all of the infrastructure is underground. They have paved roads except S.E. 1 st and S.E. 2nd Streets. Town Square parks do not have names. The Central Green has all the underground storm water systems complete, final grading underway, final sod and landscaping and the amphitheater is complete. Kids Adventure Park: all sidewalks and landscaping is complete, all equipment has been received and is being installed, play surface will be installed after all the equipment is installed. The project is scheduled for completion in 45 days; the public art installation has started and is scheduled to be complete in 60 days. The Amphitheater: the structure is complete, waiting on final stucco and painting. The electrical and A/V is under construction. The completion date is about 45 days. Indicated the City has provided all utilities and infrastructure for the private parcels. Temporary parking provided by JKM Development is 95% complete and in use by the city employees. The South Garage building permit is approved for issuance on September 2019. Commissioner Romelus inquired about the status of the naming rights campaign. Lorie LaVerriere, City Manager, indicated because of COVID it has been postponed. The City stopped paying the consultants; she felt that it was not the right time for the program. She noted they are ramping back up. Indicated there has been some communication with Harvey Oyer and he is working on a potential lead for the Adventure Park. Commissioner Romelus inquired was there any progress made before the postponement of the program. She understood there was a donation from the Friends of the Library, which was substantial. 5 Page 240 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Ms. LaVerriere stated she believes Mark Hefferin has been working with the contractors and the subcontractor to participate. Staff would have the conversation again, even though COVID has not gone away and people are still having a hard time. Staff will modify and soften their approach. Noted she should have an update within a couple of months. Commissioner Hay inquired if there is still more artwork going in. Requested an update as well as the progress for a new director. Ms. LaVerriere replied she received over 100 applications. Colin Groff, Assistant City Manager, stated there are several pieces of artwork scheduled to be installed. The art from the old City Hall building, is going to be reinstalled in the new building. There are several new pieces, which would be placed in the lobby within the next 60 days. Mayor Grant inquired about the RFP for the vendor for the Cafe and the incubator space. Colin Groff, Assistant City Manager, responded staff has been working with Davison Young and Keith O'Donnell who are developing the RFP. His goal is to have something on the market within 30-45 days. Noted several local restaurants are interested in the space. Mayor Grant asked about the District energy plant and the filtration system. He expressed concerns if someone contracted COVID, the intake from the air condition unit would need some type of high-end filter system to prevent the virus from getting through the air duct system. Mr. Groff responded the chilled water plant is a closed-circuit system. There is a high level of filtration in the City's air system. The City's chilled water plant does not have a UV or Ozone treatment for a virus. Noted when this building was designed, the thought of a COVID virus was not addressed; there are procedures for pandemic in the emergency plans. There is space to have an UV or Ozone treatment, but the city would need to look at the cost and the need to invest in that system. Mayor Grant requested a cost analysis for the UV or Ozone treatment system at the next Commission meeting. In regard to the naming rights, is this information on the city's website or with the consultants? Eleanor Krusell stated it was on the website; it could be pulled to the forefront for all to see. Mark Hefferin, E2L Real Estate Solutions, spoke about the COVID virus and the impact on the Town Square Program. There were two incidents: the building was shut down and city hall cleaned from top to bottom. Town Square was a team effort. The amphitheater 6 Page 241 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 and the playgrounds are coming together quickly. Mr. Hefferin addressed the naming rights. Indicated his company sent letters to over 50 companies. His staff was giving 2-3 tours per week before COVID. He understands the program needed to be shut down because of the COVID ban. They have an underwriter for naming writes. Mr. Hefferin provided an update on Parcel 1, which has a sale and purchase agreement. Stated there were three issues being addressed: One is the turning lane, which comes off of Boynton Beach Boulevard, the easement that comes in between Parcels 1 and 2, which allows access into the garage in the north-east First Avenue, lastly, just making sure that we have parking at the site. The city has been working on extensive agreements for all the parcels as it relates to parking and having easements and agreements that constitute payment programs for recover that parking costs. A Letter of Interest (LOI)was signed over 18 months ago. They have interest from higher end brands such as the Marriott and Hyatt. As everyone is aware, the hospitality industry drastically lost revenue source. At this point in the construction, all new technology can be integrated into the building. The City has a signed agreement for temporary parking, but permanent parking structures are needed so that some of the projects can move forward. Vice Mayor Penserga mentioned development was dependent on the parking garage, which has been delayed. Inquired what is happening with the parking garage. Why are there are delays and what is needed to get it back on track? Mr. Hefferin replied there has been conversation regarding structuring the agreement for parking as far as paying for the parking garage. Parcel 1 is tied to the Northern garage. The south garage was schedule to go first. He believed it becomes a sequential event. There is temporary parking on the north side; the south garage needs building. There has been conversation about a podium garage on Parcel 1. Mayor Grant commented on the aerial drone shots, with the ocean in the background, Marina Village, great picture. Noted these pictures really show the benefits of the city of how close to the ocean. Mentioned he sat with Mr. Hefferin on the Tourism Board and mentioned one thing in regard to possibly switching it with Parcel 1, and Parcel 3. Stated prior to COVID, it was a business-oriented downtown. He was hoping talks with the hotel it could be more of family oriented, maybe a lot more suites. Because we have the Children's School House Museum, Civic Center, and the playgrounds. He would like to have a more of a family friendly hotel, rather than a business-oriented hotel. Mr. Hefferin replied they have always planned a select hotel, because the idea would serve both the cultural center and longer-term stay in Boynton. This is a corporate type of event. E2L is flexible to accommodate what is best for the City of Boynton Beach. John Markey, JKM Developers, congratulated the City of Boynton Beach on 100 years. Provided an update on Town Square. Noted because of the COVID economy, the private sector is having a difficult time. The hardest thing to overwrite is the parking. Explained vertical parking is very expensive. If the rental rates, the income rates, or the sale rates 7 Page 242 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 do not cover the cost, the plan will not work to build a parking garage. They are very close to the profit margin. He said he told the Commission from the beginning that they are trying to push what the market wants as far as pricing and product. Indicated last August, he spoke with city staff about accelerating both garages North and South by having the city sign as a co-signer and co-guarantor of construction loans for both garages. Mr. Markey indicated both he and the city staff sat down with Iberia, and Iberia was willing to finance both garages at 100% loan to cost. The city decided that they did not want to co- sign, there was too much of a risk. He informed the city that there would be some risk, but there was no way that Iberia bank would release him from his personal guarantee. He asked City Commissioners to instruct staff to open those negotiations again. Explained this is a longshot, it is harder, because there are no construction lenders who are lending money right now. Stated until the situation with COVID improves, banks are not lending money. He requested the City Commission to provide funding through tax increment financing (TIF). He asked if the Commissioners and the Mayor would instruct staff and instruct Michael Simon to start conversations about TIF financing. Requested help getting easements on these properties cleared up. Noted CFP has had those easements since the contract was first signed. Explained he cannot legally access those properties. The termination of these easement documents was given to the city six months ago in January, and nothing has happened. Commissioner Katz requested an assessment of when the city could anticipate completion of the southern parcel, the residential, and the parking garage. In addition, wanted a timeline on the northern parcel. Inquired if the agreed upon completion of May 2021 for the south end, and December of 2021 for the north end are valid timeframes. Alternatively, asked if there any issue with what has been established thus far. Mr. Markey stated those timelines are completely gone. It is impossible to meet those timelines; he will live up to his commitment to finance the south garage and the south building, he stated together this could be done. As soon as a construction lender or any debt, loosen up. Stated he does not have a problem with the equity portion of$22 million. Mr. Markey stated he needs someone to finance the debt. Right now, no one is going to finance the debt. Commissioner Katz stated he was under the impression that financing had been secured to start construction in April of 2020. He could understand because of COVID there may have been delays, but he understood the south parcel had financing. Mr. Markey stated they were very close, and he worked with staff for several months. Bridge Invest was willing to finance the North and South garage, if the city would pre buy the garages. Mr. Markey noted there are pre buy arrangements, in the current contracts. It was a matter of accelerating that clause. Commissioner Katz commented in order to move this project forward, the CRA would hypothetically have to invest millions in additional TIF funds, and the city would have to become the risk bearer for the garage construction. Commissioner Katz noted it was getting more difficult for him to see a pathway forward. It sounds like the P-3 partnership 8 Page 243 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 is not really showing a partnership if the City funds everything and bear the risk for everything. The City has financed most of the project and provided land incentives. He does not know if it is better to proceed by doubling down or to investigate whether the path forward is feasible. Commissioner Katz stated he may need additional clarification and a greater conversation, and the public should be involved. There have been some circumspect answers coming from all sides, and he is not clear on what the timeframes are, or what the expectations are anymore. He stated there were some concrete deliverables and, now it is not. Taking COVID into consideration, he has some question marks. He does not want to continue shoveling more money into this project from the city's end. The city should take the reins back, if the city is already doing everything other than constructing the building. Commissioner Katz again stated he was looking for clarity, because if the path forward is to double down on the investment and bear additional risk and spend additional millions of dollars, which that is a great deviation from everything, planned and expected. Commissioner Katz stated he feels uncomfortable with the lack of clarity, timelines, funding, and the nature of the project. Mr. Markey responded he takes exception to the assumption because the scenarios offered, cost the city nothing. Indicated he is the one on the loan, paying interest and the one underwriting this scenario. The city would be the co-guarantor. If the developer receives TIF funding, the tax base would increase. TIF is a common way to get this type of project done in communities across the country. Indicated he was not asking for anything the city is spending. He is asking to share some of the wealth of the tax base he creates to get this to happen. Again, this is not costing the city money. Commissioner Katz expressed if the city becomes the co-guarantor of the debt, the city is liable. With the TIF funding, the tax revenue generated from the projects the city has already given land as well as put up millions in incentives to get this project going. He agreed this would be new money because of the development and the increased taxable value. Indicated he does not mean to belabor the issue, but if the city is going to have to increase their stake in the project, then at what point does the city need to take back control of the project? Commissioner Katz questioned Mr. Markey as to if he was in a position to sign a legal document which states the property could not be flipped. Mr. Markey responded he was willing to sign a document for Parcel 7. He does not think a document needs to be signed for the other parcels. Indicated he would sign a written agreement, stating he would not sell the property without the city's consent, but if it were in the best interest of the city, and the best interest of his firm, he would sell. He would commit to have mutual consent from the city. Indicated the incentives he received are not enough to complete the project. The market has changed as well as the world. Noted when Riverwalk was approved, there was conversation about their underwriting, because it is not possible in this market to underwrite that type of construction. Mr. Markey indicated he believes in this project. The other option is to wait on the market to come back. He would finance Parcel 7 and the garage together and get that done. He stated he could not provide a timeline. 9 Page 244 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Mayor Grant inquired about the millions in upfront incentives. What exactly did the city provide in incentives? Mr. Markey responded it was free land and some cash, but the land today is not worth the appraised value. The land appraised at $29 million at door as approved, it is not going to appraise for that now. Mayor Grant understood the land. Asked how much money did the city give the private developer. Mr. Markey responded $1.9M. Lori LaVerriere, City Manager, stated there were other incentives such as utility work. Mayor Grant asked if the utility work has been completed. Mr. Markey responded yes and no. He is not going to disagree that the city fulfilled its commitment, but there is utility work that remains. Ms. LaVerriere stated the city does not put in natural gas. Noted what the city utilities commitment was, has been installed, completely. Mayor Grant expressed COVID has been with us about four months and inquired why is the Commission hearing about this now. There was a request to have monthly updates regarding Town Square. The Commission should have been told in April or May, not July. Mr. Markey apologized for not making the Commission aware sooner. Mayor Grant stated when this project started back in 2018, he was always aware that it would take longer than expected. He expected it to be three years instead to two. This is not the time to speak about TIF funding. The TIF funding needs to be discussed at a CRA meeting. The aspect of the P-3 arrangement if the private developer defaults, the city would own the parking garages, and therefore whoever is an owner of those residences would then pay the city for those parking spaces. Mr. Markey responded those issues were worked out, prior to COVID. Mayor Grant stated it is understandable that the city with its assets and revenue is definitely a larger partner. He understood that the city does not own the Library nor the City Hall. A bond was issued to pay for the new City Hall and Library. The city is repaying CFP. He is okay with the city being a cosigner. The city needs the parking garage. As for TIF funding and the CRA, that is for another conversation. Mayor Grant stated as they saw with 500 Ocean, the project received approval February 2018 and the city did not receive any money until the 2019/2020 fiscal year. Noted there is still no one in those commercial locations. He is aware that it is not cheap to issue TIF funding. He is in favor of co-signing and clearing up some parking easements. Commissioner Romelus expressed concerns about what is happening. There have been monthly updates regarding the project. Indicated she is concerned that the Commission is finding this out now. She asked if there is something going on that can actually be resolved here or are we just delaying the inevitable. As stated, something even worse may happen down the line. Requested candor and frankness, so the city knows which way to go. Indicated this was problematic for her, because the city is celebrating our 100th anniversary today and to hear this is disturbing. She stated she understood there were 10 Page 245 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 some delays. What are the reasons for the delay? Commissioner Romelus noted she wants to hear a better answer than, "I take the blame." Stated she wanted honesty. Mr. Markey stated he has not been out of the house in months. He is just getting up to speed on how to use GoToMeetings. He stated he has never been invited to a GoToMeeting until today. He made a commitment to keep the Commission up-to-date. Commissioner Hay indicated he feels uncomfortable on what is being said. Attorney Cherof clarified the item on the agenda is just a report. He will personally get with each Commissioner to refresh and discuss the contractual obligations of the transaction. Vice Mayor Penserga stated he was uncomfortable with what he heard today and in previous meetings. There has been one delay after another. There was an agreement and incentives provided, deadlines missed on multiple occasions. He appreciates coming with proposals, it was better to have some proposal to move forward than none. However, to ask the city to double down and to commit to more risk at a time when the city finances are place additional risk, he does not think the city could bear the additional risk. The options provided will need to be a separate conversation at the CRA. Lori LaVerriere, City Manager, stated she would reach out and set up individual meetings with the Commission. D. Library Update-Craig Clark Library Director. Craig Clark, Library Director, announced the Boynton Beach City Library will open at their new location in City Hall on Monday, July 27th at 9:00 AM. Provided the new Library hours: Monday through Thursday, 9:00 AM to 7:00 PM, Friday and Saturday, 9:00 AM to 5:00 PM. Closed on Sunday. The library hours and services were reduced due to COVID- 19. Requested library customers limit their browsing time to 30 minutes and computer appointment to one hour per day. Explained due to the pandemic, only a limited number of users can be in the building at any given time to keep everyone safe. Announced meeting rooms and study rooms will only be available once the pandemic is over. Curbside and pickup service will be available by appointment by calling (561) 742-6390 beginning July 27th. A parent or legal guardian must accompany teens and children under the age of 18. Mayor Grant inquired about late fees and books that have not been returned. He would like to receive another library update. In addition, he would like to have an update regarding the RFID system versus the UPC. Mr. Clark replied, the Library no longer charges late fees, all material has been extended until August 3rd. Responded the RFID conversion has been completed. The library will be introducing this new exciting technology to our customers as they come into the new library. The library has new self-checkout machines and two 18-unit laptop kiosks. Mayor Grant indicated he was concerned because the library is no longer charging late fees and wanted an update on whether the library is losing books. 11 Page 246 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Mr. Clark stated he would provide this information at the next library update. E. Mobile Testing Site Vice Mayor Penserga reminded everyone the Mobile COVID Testing Clinic will be at the Boynton Beach Mall next to Sears tomorrow morning, from 9:00 am to 4:00 pm. This mobile clinic is from the Healthcare District of Palm Beach County. It is free. This is the nasal swab test. Noted this is not a drive through, people will need to park and walk up to the mobile clinic. Monday, July 27th from 9:00 am to 4:00 pm. in the Senior Center. The city had a recent event at the Hester Center; about 300 residents came and took advantage of that opportunity. The east side is declared a red zone, meaning that there is a high rate of positivity. F. Feeding South Florida- Christ Fellowship Vice Mayor Penserga announced a partnership with Feeding South Florida, having another free food distribution drive this Saturday from 9:00 am to 11:00 am at Boynton Beach Mall. Commissioner Hay asked for clarification as to the number of people at the Hester Center. Vice Mayor Penserga stated he believed it was more than 300 people which were tested. Lori LaVerriere, City Manager, stated this was a mobile unit, which services all of Palm Beach County. There are 60 testing sites in Palm Beach County. This mobile unit services the entire county. Indicated availability is one of the issues, the county is the one with the resources to set up the testing sites. The county is using the Cares Act money to provide testing and assessment. Noted there is high demand for the unit to travel throughout the county. 4. Public Audience Individual Speakers Will Be Limited to 3 Minute Presentations (at the discretion of the Chair, this 3-minute allowance may need to be adjusted depending on the level of business coming before the City Commission) Alan Karjalainen, Web Design Coordinator, provided an overview of how to participate in the online meeting. Susan Oyer, 140 SE 27th Way, wished the City of Boynton Beach a happy Centennial. There was a card which she and her neighbors signed for the City Commission. She hopes when this is over, the city can find some money in the budget somewhere and have some kind of proper celebration because the residents are paying for it. 12 Page 247 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Mayor Grant closed public audience. 5. Administrative A. Appoint eligible members of the community to serve in vacant positions on City Advisory boards. Mayor Grant announced openings for each Board. Mayor Grant made a motion to appoint Robyn Lorenz to the Arts Commission as a Regular member. Commissioner Hay seconded the motion, which unanimously passed. 6. Consent Agenda Vice Mayor Penserga pulled item A Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with all the accompanying material to become a part of the Public Record and subject to staff comments A. Accept surtax capital project status and CIP amendment report for the 3rd quarter of fiscal year 2019-20 (April through June 2020). Gary Dunmyer, City Engineer, informed the Commission, staff finished the asphalt paths. As some of you may be aware. The asphalt path was spalling, in several places. It was at a slope that exceeded ADA guidelines. Staff were able to get in there and remove all the asphalt in late June, as of last week, the asphalt path is completely repaired. Work is scheduled to be done on Thursday and the park should be completely finished on Friday of this week. The only thing that would be outstanding maybe after Friday was maybe some minor irrigation. Vice Mayor Penserga inquired about the lighting upgrade. Mr. Dunmyer responded staff would provide the engineering design. Then next year, do the capital project, which would include, redoing the parking lot and improving the lighting. There was an opportunity to take part of the engineering design and incorporate it into a project this year. There was $70,000 set aside to do the asphalt repair. Noted next year, the lighting issue will be addressed. Motion Vice Mayor Penserga moved to approve. Commissioner Romelus seconded the motion, which passed unanimously. 13 Page 248 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 B. Proposed Resolution No. R20-068 -Accepting a construction and permanent drainage easements for the installation of new drainage pipe system at 2601 N. Lake Drive in the Lakeside Gardens Neighborhood and authorize the recording of the easements with a lump sum cost payment of $12,500.00 for the permanent easement and $10.00 for the temporary construction easement. C. Legal expenses for June 2020 provided at the request of the City Commission. No action required. D. Approve minutes from the City Commission meeting on July 7, 2020. Motion Commissioner Katz moved to approve the agenda as amended. Commissioner Hay seconded the motion, which passed unanimously. 7. Consent Bids and Purchases Over $100,000 A. Approve an increase to the estimated annual expenditure of Bid # 019-2821- 19/IT "Repairs and Emergency Services for Water Distribution, Wastewater Collection and Storm Water Utility Systems" in the amount of $180,000, increasing the estimated annual expenditure from $175,000 to $355,000 for the remainder of fiscal year 19/20. B. Award task order F-32-2020 Public Works Lobby and Security Upgrades, part of Bid No. 018-2511-18/IT for Minor Construction Services, and authorize the City Manager to issue a Purchase Order to Anzco, Inc of Boca Raton, FL as the lowest responsive, responsible bidder in the total amount of $112,651. Motion Commissioner Katz moved to approve the Consent Agenda for items over $100,000. Commissioner Hay seconded the motion, which passed unanimously. 8. Public Hearing 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. Proposed Ordinance No. 20-028 - 1st Reading -Approve amendments to Part II of the City Code of Ordinances, Chapter 14, Motor Vehicles and Traffic, creating a new Section 14-14, Parking Meters, to add definitions, standards, and fees to regulate parking meters in the City and striking Chapter 16 Section 16-61 and 16-82 removing redundant language. 14 Page 249 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Mayor Grant read proposed Ordinance No. 20-028 into the record by title only on 1St reading. Andrew Mack, Director of Public Works and Engineering, provided a presentation with the overview of the ordinance changes. The new changes establish Section 14-14 Parking Meters, as well as striking existing Section 661. The launching of boat trailers for a fee at Harvey E. Oyer, Jr. Park and striking existing Section 681, Rules and Regulations and Parking for vehicles at Ocean Front Part, both these have redundant language. Also, as part of this ordinance, the city is establishing definitions, locations of parking meter zones and the authority to install meters. Also, setting parking time limits. Parking meter permits, prohibited acts, issuance of parking ticket violations, liability for paying the parking ticket violations, penalties for not paying target to get violations. Mr. Mack Discussed timelines, November, staff, awarded a contract. Currently having weekly meetings with the vendor. The project is projected go live as of October 1, 2020. He provided an overview of how the system works. The city wanted a turnkey solution. Initially, six kiosks to be installed at Oceanfront Park, and Harvey Oyer, Jr Park. Park Mobile will add the city zones to their existing mobile app, which then make it available throughout the country. Download that app and one will have availability to use Park Mobile at those locations. Parking tickets will be done via city parking rangers. Park Mobile will provide collection of unpaid parking tickets after 14 days as well as a 90-day secondary collection effort. There is a customer portal, which allows enrolled motorists to view their accounts, see current tickets status, contest eligible tickets, view tickets and payment history, view original tickets and late notices and enroll in payment plans. The motorists can receive emails with due date alerts, such as fee remainders, payment plan due dates, secondary collection eligibility, and sanctions such as DMV holds. Reviewed the parking rates and fees. Noted the daily parking rate right now is $10 per day. We charge those rates from 8am to 4pm. Staff is proposing to go to a $1.50 per hour rate, and the rates would start at 7 AM to 9 PM. Some people may not stay that long, so they actually could pay less. Provided an example of paying an all-day ticket for $10. A person could go for two hours and pay $3. The City is retaining parking permits. Created a resident parking permit and a senior parking permit. Increases the fees on the resident parking permit from $50 to $75 annually, and then added a new category of senior parking, which the city does not currently have. The rate is $50.The nonresident rate remains the same, which is $200. Boat ramp and launch: the city currently does not charge for parking or launching. The new cost would be $10 per day, that includes Friday, Saturday, Sunday, changing to a $1.50 per hour at the boat ramp with a maximum daily fee. It will be $10 during the week. Then on Friday, Saturday and Sunday, the max rate would be $25. Provided a rate comparison of some of our local neighboring municipalities' daily, weekly and annual rates. The City of Lake Worth Beach is lower, but only offers 50 spaces. The 15 Page 250 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 daily rate proposed is $1.50 for weekdays and weekends, the parking permit is $75 annually, and senior-parking permit is $50. Annually, the boat ramp launch fees are $1.50 per hour with the max daily rate of $10 per weekday and $25 for the weekend. Parking permits: staff is proposing an increase in fees. Senior parking is proposed at $50 annually; Delray Beach is at $95. Lake Worth is $40. In addition, Boca Raton is $62. Vice Mayor Penserga requested clarification. Is the request tonight just for the boat ramp at Harvey Oyer Park as well as the Oceanfront Park? Mr. Mack responded correct. Approve the ordinance to access the authority to install the meters and locations. Vice Mayor Penserga, stated parking passes are still in existence. Mr. Mack explained staff is moving away from parking permits at Oyer Park. Mayor Grant stated he was not in favor of changing and increasing the rates for residents this year. He does not understand why the residents are being asked to pay more while the nonresidents' rates are remaining the same. Suggested a dollar during the week and a $1.50 during weekends and national holidays is what he proposes for the City Commission. He inquired about the ability to pay with cash. Mr. Mack responded the kiosk would accept cash and credit cards at the beach. The software would allow the customer to see the availability of spaces. Mr. Mack stated the ordinance was made available at city hall. Stated as part of Park Mobile's package, they provide the city with a kickoff campaign implementation. The city would also use Park Mobile social media platforms as well to educate the public as well. Question Online: Ace Tilton Ratcliff asked if there will be any parking option similar for seniors, with disability placards? Mayor Grant stated there is senior parking; the handicap parking is not free. Ace Tilton asked if City Hall parking was free. Mayor Grant responded yes, the parking at City Hall is free. Ace Ratcliff asked if is it possible that you will have to pay to go to our new downtown in the future? Mayor Grant stated that it was possible, but it was unlikely based on the conversation now. Ace Tilton Ratcliff asked if there would be reduced fees for handicap parking. Mayor Grant stated there would be a conversation at a later date. 16 Page 251 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Michael Wilson inquired would there be digital signage at park entrances, advising status of the lot. Mayor Grant closed Public Comment. Mayor Grant responded if there is any type of sign, it would be in accordance with Ocean Ridge's sign ordinance. This would need to be discussed with Ocean Ridge before any digital sign is placed. Mr. Mack stated a digital sign is not planned at this time. Commissioner Hay asked when the meters would go online. Mr. Mack indicated it would go live in September, but the fee rate structure would remain the same until the infrastructures are in place and we are able to charge for parking. The ordinance would be enforced after the second reading. Vice Mayor Penserga stated he was not in favor of increasing the rates for the residents. Make sure the system could accept meters and the passes. Motion Vice Mayor Penserga moved to approve. Seconded by Commissioner Katz, the motion passed unanimously. City Clerk Gibson called the roll. The vote was 5-0. There was a consensus for no increase to the resident passes. B. Proposed Ordinance No. 20-027 - Second Reading -Approving amendments to the LAND DEVELOPMENT REGULATIONS (CDRV 20-003), revising Chapter 3. Zoning, Article IV. Use Regulations, Section 3.D, Use Matrix, note #34, updating the Home Occupation provisions, in part, to allow one non-resident to assist with operating the home-based business. Attorney Cherof read proposed Ordinance No. 20-027 on second reading into the record by title. Motion Commissioner Romelus moved to approve. Seconded by Commissioner Hay, the motion passed unanimously. Opened to public comment. Public Comment closed. City Clerk Gibson called the roll. The vote was 5-0. 17 Page 252 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 9. City Manager's Report A. Police Chief Michael Gregory will discuss the #BCan'tWait recommendations put forth from the 501 c3 organization — Campaign Zero. An update will be provided on current use of force standards and the implementation of those standards. Police Chief Michael Gregory, noted there has been a great deal of conversation regarding police use of force, particularly following the May 25th death of Mr. George Floyd in the custody of the Minneapolis police, this conversation has been nationwide. One of the outcomes of all this discussion has been the project referred to by the campaign. Zero Group is to have recommendations for police departments to incorporate into use of force policies. This has been referred to as 8Can't Wait. Expressed 8Can'twait topics proposed by the campaign zero project. Specifically, the, project looks to have these eight recommendations, incorporated in the police department's use of force policy. The first being require de-escalation, banning of choke holds and stranglehold. They are also frequently referred to as neck restraints. Duty to Intervene, ban shooting at moving vehicles, require use of force continuum, exhaust all alternatives before shooting, warning before shooting, comprehensive reporting, clarification of policy language. Police Chief Gregory indicated most departments have historically had a duty to report. Indicated this is common that if there is misconduct, there is excessive use of force. If there is unnecessary force, officers who witness that have a duty to report that to their supervisor and/or internal affairs or some power to investigate it. However, the duty to intervene and stop is a bit of a next step in the evolution of that process. The next talks about banning shooting in moving vehicles. This was a very common one, most department policies, some language that affect the next one, goes into the requirements to use a full continuum, which basically explained with a price that the process, the thought, says an officer must consider before going to the next level of force. When you start with conversation, and then you get to a physical restraint and the next day, you get to using some sort of an active restraint and then, it may involve going to some sort of a less than lethal weapon. Then as a last resort getting to a lethal type of situation. The department has a process which officers have to consider between going from one level to the next. The City policy does use the language referring to neck restraints, and that had been in place since 1999. It does prohibit the use of neck restraints, or chokeholds unless it is a use of lethal force situation. The duty to intervene is has been added, as mentioned, the city has refreshed our policy, banning the shooting at moving vehicles. That had been in policy here in Boynton Beach since 1985. The guidelines going back historically use of force continuum, is a widely used strategy, and has been in place since 1999, requiring exhausting all alternatives before shooting. That had been in place since 1999 and requirements for warning. Before giving a warning before, or deadly force is used, had 18 Page 253 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 been in place in the city policy since 1990, and then the last one, requiring comprehensive reporting, has been in place since 1985. Again, common language. In addition, to the point, and using more of this language, which is more modern, you might say that people are attuned now. The City of Boynton Beach has six items, codified in city policy, and we needed to update it with the duty to intervene, as well as clarifying some of our language to be a little more concise and explicit with relating directly to this. Lastly, he is proud to show the Commission that the City of Boynton Beach has updated its policy to include all eight recommendations Commissioner Hay stated the 8 objectives are subjective. How do you measure the city is practicing these objectives? What type of training does the officers have in de- escalation? Police Chief Gregory responded there is a number of ways this could be measured. When the city receives a complaint, there will be an investigation by the internal affairs section, or the division commanders. Chief Gregory explained officers are required to document their use of force in their police report. The supervisor reviews those reports. In addition, the City of Boynton Beach officers wear body cameras, so that can be played back and review to see what has taken place. Chief Gregory stated there were several incidents where people expressed concerns about an officer being rude, discourteous, or not de- escalating. He has gone back and watched the video and found it to be the opposite where the officer was often cordial. Noted this may not be the case all of the time. There is a great benefit of the Body Worn Camera program. The cameras allow for the play back and see what took place. In addition, he found on a number of occasions that what was been told by a complainant happened is not always what happened. Commissioner Hay asked if there was a policy against someone recording with a cell phone. Chief Gregory responded, no, it is not, but gave a caveat to that, if you are a third party, any not involved in that contact with the police, you can certainly stand by and use your cell phone to record what is taking place. You are within your rights to do so. However, if you are the subject of the officers' interaction, if you are the one receiving the traffic ticket, if you are the one who is being addressed by the officer in some sort of domestic violence or some sort of suspect of a crime, obviously, the officer has to take control of the situation. If the suspect is trying to go into your pockets, their pocket, it is an unsafe condition and the officer can restrict your motions, your movement at that point in time, to ensure the safety of the officer. During that contact, if you are the subject but any other innocent, bystander third party group could certainly record the incident, and that is legal under the Constitution. Commissioner Hay asked if there are any violations of the 8 recommendation. Chief Gregory replied that is the key of rolling the recommendation into policy. These will be in policy, and it would be if someone violates one of them. It would be a policy violation and then that would be taken on the totality of circumstances how egregious the violation. As an example, did they use excessive force and injure someone who went to the hospital? Did the officer just did not give you enough time to de-escalate before they took 19 Page 254 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 you into custody for shoplifting? It depends on the circumstances. The result could be anything from a warning to retraining to discipline. Mayor Grant indicated he had a couple of questions regarding Internal Affairs. Spoke with a couple of residents that have stated they are afraid to go to internal affairs, because they believe there will be reprisals from the police. Asked for explanation of the actual policy procedures. Chief Gregory noted this was not the first time he has heard this complaint, not just in the City of Boynton Beach but in other cities as well. Expressed to alleviate that concern from the community, one of the steps we took, after he got here was to relocate internal affairs outside of the police station. People would feel less concerned about potentially encountering the obstinately one complained on, in the lobby of the police station. Complainants do not need to come in to make that complaint; this can be done at our offsite internal affairs office, and on the website. They can send a letter and via mail. They call our internal affairs office, speak to someone over the phone, and relay the information. Noted there needs to be an actual complaint in some specificity as to what their allegation of the misconduct is for us to investigate. A statement needs to be made, regarding the misconduct allegation on the officer. The City of Boynton Beach Police Department attempts to make it convenient, not intimidating for the public to come forward and raise concerns. Mayor Grant asked where the place is to find the number to report a complaint. Chief Gregory provided the telephone number and website address. Mayor Grant inquired about the upcoming school year and incidences of child neglect. Chief Gregory stated there would be an investigation and send an officer out there to initiate an investigation and probably would also be required to notify the Department of Children and Family Services (DCF) so that they conduct an investigation for the well- being of the child. Mayor Grant asked about a high schooler who is 15 and has been left alone. Chief Gregory stated generally speaking, the older the child, the more mature they are. But, again, it is somewhat of a case by case situation. If the child has a disability, some mental condition that prevents them from being able to take care of themselves sufficiently, those could change the actual age that someone should be left alone. The Police department would call in our partners with DCF to also do a child well-being investigation and a decision may be made at the end of that investigation as to what was appropriate or not. Mayor Grant asked about someone over the age of 18 in the house that was deemed to have been watching the child but wasn't really doing their job, who's responsible at that point. Chief Gregory stated it would the responsibility of the adult care taker. Vice Mayor Penserga asked about the duty to intervene. Noted this is difficult because this was a culture change. There was a massive power discrepancy, there was a senior training officer and a rookie, how would how would you go about taking this from paper policy to actual common culture to the department? Chief Gregory stated, it will be a challenge and it will take time to sink in and change the culture, but it is something that has to happen. There is that underlying theme that will 20 Page 255 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 this person who is my senior, what is going to do for my career. By implementing a policy such as the Duty to Intervene, it takes that discretion away from the rookie employee. It is a requirement of the department that they intervene, and they report, and that should give some amount of cover. You might say to those new officers who do not feel like they are comfortable speaking out necessarily well, it is not an option. Vice Mayor Penserga commented that if he were a rookie officer and was in that situation, part of his thinking would be that he would be afraid that there might be some retribution towards him for standing up and doing something about it. Inquired if there some sort of guarantee or protection for the person who is standing up to do the right thing. Chief Gregory stated there is a policy. Commissioner Romelus thanked the Chief. Commissioner Katz stated he appreciated the presentation and the questions. Mayor Grant asked if the City of Boynton Beach had any incidents of any rioting or looting. Chief Gregory replied, no. Mayor Grant thanked the Chief and the police department for their service in making sure that all of the businesses and residents are safe. Chief Gregory stated he would pass that on to the officers who are out there on the streets and in the public regularly. 10. Unfinished Business A. Proposed Resolution No. R20-060 - Approve the request from New Cingular Wireless PCS, LLC (formerly Bellsouth Mobility Inc.), Lessee to amend the lease agreement for the 150 foot telecommunications tower at 300 East Woolbright Road (City's Little League Field site). This item, Item 6.A. from the July 7th meeting, was tabled. Staff has re- negotiated the proposed lease amendment as directed by the City Commission for in the interest of increasing public access to wireless service within the immediate area of the tower. Only Sections "9. Additional Rent" and "14. Consideration" were revised. The proposed additional rent has remained unchanged; however, details were added to show the association with public wireless access. Also, the applicant has increased the total lump sum consideration by $5,000 to fund the installation of public wireless infrastructure. Mayor Grant read the proposed resolution by title only into the record. He also read the bolded section. 21 Page 256 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Motion Commissioner Hay motioned to remove from the table. Seconded by Vice Mayor Penserga, the motion passed unanimously. Motion Commissioner Hay moved to approve. Seconded by Vice Mayor Penserga, with discussion. Motion passed unanimously. Vice Mayor Penserga inquired on the topic of wireless infrastructure and asked if anyone from the school board contacted anyone. Mentioned Erica Whitfield presented the School District plan for public Wi-Fi to meet the demands of the students in Lake Worth. He suspects maybe that will be forthcoming for Boynton. He asked if anyone had discussions on this. Mayor Grant stated he has not spoken to any of the Palm Beach County School commissioners. Vice Mayor Penserga stated given everything that has been happening. He suspects that they will be pushing through with it. The City may have a good opportunity here to collaborate with the School Board of Palm Beach County to make that happen 11. New Business A. Upcoming Palm Beach County School Year. Mayor Grant said he was concerned regarding to parents leaving children at home with computer and internet without parental supervision. What happens when we start seeing minors on the streets during working hours during the week? The questions have been going on in his mind and he wants to be proactive about this. Indicated if the city could find a solution to a problem before it happens. Noted the library has the free Wi-Fi and free rentable Wi-Fi is not free rentable laptops. However, it is not enough for every child. The aspect to subsidize or extremely discount wireless, or internet from Comcast, AT&T is great. The city needs to get that information, so that we can share that with the residents and parents so that everyone has access to the internet, because internet is at that point where it is an essential utility, if you are going to school. We cannot allow our residents and students to fall behind, especially a school year, if they do not have this valuable resource. He was asking the Commission to brainstorm some ideas, and to reach out to the Chambers of Commerce, or big box retailers, nonprofits to create a collaborative partnership. City staff could reach out to residents that may be hesitant to ask for help. Mayor Grant stated he would like to start a conversation and get ideas. The main idea that he wanted to promote some type of pods, to assist our community. Noted learning pods are meant to overcome the deficiencies of solitary online learning. Essentially, they 22 Page 257 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 are a small group of families combine their kids together in a group. They meet in person, at one of the families' homes, where either a hired tutor or one of the kids' parents guides the students. Instead of having school with hundreds of people, the group would be limited to 5 or 6 other students instead of 600 students at school. Indicated it does not mean that they are in the same class or school. It was the aspect of making sure the children understand they have a routine. Indicated some people are fine with not leaving the house and being productive, and some people are not. And that's kind of where, I think it's a little bit harder for a child to understand the difference between work and play in home, if they are all in the same location. Commissioner Romelus stated she understands the concern. She expressed confusion on what is being proposed, as a city what could be done in its capacity. Mayor Grant stated the city has some facilities which may be available to provide some type of child care. Mentioned the Carolyn Sims, the Civic Center and the Library. The children are at home and nowhere to go. The City does not have an educational liaison. Using our Parks and Recreation department? Can we create best practices for our students? Because, at one time, we did not have the availability to reach out to them during the school day. Now, we are going to have that availability through our parks and recreation department. He does not have an idea of something that the city can do, this is our opportunity to brainstorm and resources. He recalls seeing an email from the Assistant City Manager Kathryn Matos regarding school supplies for Citrus Cove Elementary. Asked how many other schools need help with school supplies. Inquired if the city could help raise funds or donate funds to the school. Commissioner Romelus stated in the past staff had dress down Friday and donated to help organizations. Perhaps, that can be geared towards helping local schools and money raised can go towards art supplies. She had a conversation with the City Manager about getting staff to volunteer and help and being partially compensated. There are many families in need of tutors for their children. Their children are struggling and falling behind academically. Noted we all are in the same boat; everyone is trying to figure out what to do and where to go. Expressed this is definitely an important conversation that needs to be had. She wants to make sure that the city does not place undue burden on our staff, as this is not necessarily in the city's realm to resolve. Vice Mayor Penserga thanked the Mayor for introducing this item for the consideration of the Commission. He would like to volunteer, to reach out to our school board members, the school district to see what is the situation with their Public WiFi Project. The City could do a better job in pushing out some programs offered. As an example, Comcast has Internet Essentials. He understood many people do not know about it. This should be pushed out in the City newsletter as well as on the website. Provide resources people could take advantage of immediately. Vice Mayor Penserga mentioned that there was something staff could do too, or be a part of, or easing the burden of childcare. He has a concern if the city congregates kids and have an outbreak, this would be a serious liability for the city. He does not think that is the City of Boynton Beach's place. 23 Page 258 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 The city should not place itself in that legal situation. He does think in terms of our city employees, since we are one of the largest employers, and where it is possible, could be more flexible with our city employees that have children. Maybe just being more cognizant and be more flexible with shifts. However, what you are really bringing up is for the residents. Again stated, being more flexible with our employees, particularly the essential ones that really must show up to work, no matter what, as well as working with the school district. Commissioner Hay said he supports what has been said and thinks it is good to be proactive. We just need to look into that a little bit more and build an understanding with our employees and just because there are some counties that it is mandatory, and others are not. He heard about a meeting where they are talking about trying to use the churches as a possible site, two, and maybe try to call some teachers out of retirement to help. Commissioner Katz indicated he was open to if someone can come up with some ideas to assist parents and the community or third parties in the community to tackle some of the negative consequences of child supervision and distance learning and how all that works out for parents. He does not believe the city has a direct or formal role. Certainly, could not support anything which created a new activity, or obligation for city employees did that expose them to additional contacts. He needs to be consistent with his position, with the school district, and the need for distance learning, minimized social interaction to not spread the virus. He could not support anything that really created new interactions for our employees. He said he appreciates the spirit of it and noted he has been neck deep in all sorts of things, including this type of concern for employees and parents who have children going back or not going back. Noted he was not against creative ideas but does not have any ideas of what the city's direct role could truly be other than co-operating or assisting the school district within our own municipality. Mayor Grant stated the city has never had to deal with this type of situation. That is the worst kind of problems, the ones you do not know that you need to know about. He noticed some of the schools had banners advertising businesses, inquired about sponsoring the school. He was unaware if the city could offer sponsorship or are they allowed to reach out to the city partners to see if any businesses or associations and give a little to the students in need. Most of the schools in Boynton Beach are Title One schools. Commissioner Romelus provided some additional ideas. Mentioned doing kind of a socially distant happy hour for families at our local parks. It helps to just kind of get out and have a couple of other families and kids to interact. Requested a survey. Vice Mayor Penserga inquired if the YMCA reached out to you either in any type of discussion. He understands they do a lot of programming with kids. Lori LaVerriere, City Manager, responded the city actively participated with the YMCA in terms of their programming, coming into our facilities and back and forth and we would work with them. The city offered on several occasions to our employees for childcare opportunities and some summer camp opportunities. The employees connected with them directly. Ms. LaVerriere wanted to respond to Commissioner Romelus regarding a 24 Page 259 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 survey. Noted a survey was done regarding teleworking/telecommuting standpoint and, know, what our employees' experiences were while they were commuting. A program has been developed to allow employees, where we can, to allow them to possibly flex their schedules. I will say we have an outstanding culture with our Human Resources Department, and for accommodating employees with all different kinds of needs, from a single parent needing a later shift because of getting a kid to childcare, any of that type of situation. The city is working on those opportunities where people can successfully telework and help them. Especially with childcare issues. We have the federal protections that are in place. There are laws to protect the employee and the Family Medical Leave or childcare needs during this pandemic. We have several employees that are that are utilizing that program. The city is confident that, as an employer, we do an outstanding job of accommodating our employees, because we want them to be happy, and be able to come into work and be effective. Mayor Grant wanted a brief conversation at the next meeting to find partners on behalf the residents here in Boynton Beach. Vice Mayor Penserga asked to have the information placed on the city's website regarding Comcast Essentials, which is the option for families who are struggling with the cost of the internet. Ms. LaVerriere indicated this would be in the next newsletter. Mayor Grant indicated he will send the information for AT&T access, as well. 12. Legal B. Readopt Resolution R20-066 and Resolution R20-067. Attorney James Cherof noted both of these resolutions have been adopted at the previous meeting. There was some question about whether or not all members of the public had the opportunity to see the actual resolutions in the agenda backup. In an abundance of caution, because these are key components of the annual budget process, they are back on for the Commission's consideration. Pointed out he tweaked the language regarding the September 8, 2020, at 5:30pm commission meetings, to clarify that, if, at all possible, we will conduct the meetings, both in person, or through some combination of communication media technology, perhaps both, but, of course, that's contingent on the legal ability to do so. The rights of local government to continue with virtual meetings is under review, but there are deadlines approaching with respect to that. If these are adopted, I would point out that the resolution regarding the millage, I would restate that the millage rate is 7.9 and the rollback rate is 7.4911. The public meeting on both the millage resolution and on the fire, assessment will occur on September 8, 2020 at 5:30pm. In addition, as I noted, or through communication media technology or both. There needs to be separate motions on each resolution. 25 Page 260 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 Mayor Grant read Resolution No. R20-066 (Proposed Millage Rate) and Resolution No. R20-067 (Fire Assessment) were both adopted at the Special Meeting and Budget Workshop on July 13, 2020. Motion Vice Mayor Penserga moved to approve Resolution No. R20-066. Commissioner Hay seconded the motion which passed unanimously. Motion Vice Mayor Penserga moved to approve Resolution No. R20-067. Commissioner Romelus seconded the motion, which passed unanimously. 13. Future Agenda Items A. Provide update on potential sale of the Nichol's property to Pulte Homes —August 4, 2020 B. Approval of the Master Plan Modification for the Boynton Beach Mall — TBD C. Mayor Grant has requested a discussion on Lake Park's Accessory Dwelling Unit Ordinance — TBD Mayor Grant requested to remove items B and C from the Future Agenda. He said he would like to have a presentation from the community specialist about homeownership. 14. Adjournment Motion There being no further business to discuss, Commissioner Hay moved to adjourn. The motion was seconded by Vice Mayor Penserga, which unanimously passed. The meeting adjourned at 9:00 p.m. Allan Karjalainen, Web Design Coordinator, stated as a reminder, a recorded version of this session would be posted to the City of Boynton Beach's YouTube channel. Links to that channel are available on the City of Boynton Beach's website, at www. o�nton each.Or . This concludes tonight's meeting. 26 Page 261 of 909 Meeting Minutes City Commission Meeting Boynton Beach, Florida July 21, 2020 CITY OF BOYNTON BEACH Mayor - Steven B. Grant Vice Mayor—Ty Penserga Commissioner— Justin Katz Commissioner—Woodrow L. Hay Commissioner— Christina Romelus ATTEST: Crystal Gibson, MMC City Clerk Queenester Nieves, CMC Deputy City Clerk 27 Page 262 of 909 7.A. Consent Bids And Purchases Over $100,000 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Approve the extension for RFPs/Bids and/or piggybacks for the procurement of services and/or commodities as described in the written report for August 4, 2020- "Request for Extensions and/or Piggybacks Over $100,000." Explanation of Request: As required, the Finance/Procurement Department submits requests for award to the Commission; requests for approval to enter into contracts and agreements as the result of formal solicitations; and to piggy-back governmental contracts. Options to extend or renew are noted in the "Agenda Request Item" presented to Commission as part of the initial approval process. Procurement seeks to provide an accurate and efficient method to keep the Commission informed of pending renewals and the anticipated expenditure by reducing the paperwork of processing each renewal and/or extension individually and summarizing the information in a monthly report(as required). VENDOR(S) DESCRIPTION OF SOLICITATION RENEWAL AMOUNT SOLICITATION NUMBER TERM Caler, Donten, Financial Auditing 072-1410-17/IT November 17, $106,725 Levine, Cohen, Services 2020 to Porter & Veil, P.A. November 16, 2022 Calvin Giordano & General Engineering 046-2821-17/TP August 20, 2020 Varies by Associates; CDM Consulting Services thru August 19, department Smith, Inc.; 2021 Kimley-Horn & Associates; Alexis Knight August 22, 2020 Architects; Carollo thru August 21, Engineers, Inc.; 2021 CH2M Hill Engineers, Inc.; West Architecture September 7, + Design, LLC; 2020 thru September 6, Globaltech, Inc. 2021 How will this affect city programs or services? This renewal report will be used for those solicitations, contracts/agreements and piggy-backs that are renewed/extended with the same terms and conditions and pricing as the initial award. Fiscal Impact: Budgeted Funds have been budgeted under line items as noted on the attached report. Page 263 of 909 Alternatives: Not approve renewals and require new solicitations to be issued. Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Addendum REQUEST FOR BID EXTENSIONS Over $1 00k August 4 2020 D Addendum SIGNED Letter-Alexis Knight D Addendum SIGNED Letter- Calvin, Giordano D Addendum SIGNED Letter- Carollo D Addendum SIGNED Letter- CDLCPA D Addendum SIGNED Letter- CH2KA D Addendum SIGNED Letter- Kimley Horn D Addendum SIGNED Letter- West Architecture D Addendum SIGNED Letter- Globaltech Page 264 of 909 0 CITY OF BOYNTON BEACH REQUESTS FOR BID EXTENSIONS AND PIGGY-BACKS OVER $100,000 August 4, 2020 REQUESTING DEPARTMENT. Finance DEPARTMENT CONTACT. Mara Frederiksen TERM: November 17, 2020 thru November 16, 2022 SOURCE FOR PURCHASE: Bid#072-1410-17/IT ACCOUNT NUMBER: Various department accounts VENDOR(S): Caler, Donten, Levine, Cohen, Porter& Veil, P.A. ANNUAL ESTIMATED EXPENDITURE: $106,725 DESCRIPTION: Award of the current Financial Auditing Services contract to Caler, Donten, Levine, Cohen, Porter&Veil, P.A. was approved at the 11/7/17 City Commission Meeting and is for a three (3) year term that ends on November 16, 2020. The vendor has agreed to renew the existing agreement with the same Terms and Conditions for November 17, 2020 to November 16, 2022. REQUESTING DEPARTMENT: Engineering DEPARTMENT CONTACT: Taralyn Pratt TERM: Calvin Giordano & Associates; CDM Smith, Inc; Kimley-Horn & Associates-August 20, 2020 thru August 19, 2021 Alexis Knight Architects; Carollo Engineers, Inc.; CH2M Hill Engineers, Inc.; West Architecture + Design, LLC-August 22, 2020 thru August 21, 2021; Globaltech, Inc. - September 7, 2020 thru September 6, 2021 SOURCE FOR PURCHASE: Bid#046-2821-17ITP ACCOUNT NUMBER: Various department accounts VENDOR(S): Calvin Giordano & Associates; CDM Smith, Inc; Kimley-Horn & Associates; Alexis Knight Architects; Carollo Engineers, Inc.; CH2M Hill Engineers, Inc.; West Architecture + Design, LLC; Globaltech, Inc. ANNUAL ESTIMATED EXPENDITURE: Varies by department DESCRIPTION: Award of the current General Engineering Consulting Services contract to Calvin Giordano &Associates; CDM Smith, Inc; Kimley-Horn &Associates; Alexis Knight Architects; Carollo Engineers, Inc.; CH2M Hill Engineers, Inc.; West Architecture + Design, LLC; Globaltech, Inc. was approved at the 8/7/18 City Commission Meeting and are for two (2) year terms that end on August 19, August 21, and September 6, 2020. The vendors have agreed to renew the existing agreement with the same Terms and Conditions for various terms as follows: • Calvin Giordano &Associates; CDM Smith, Inc; Kimley-Horn &Associates - August 20, 2020 thru August 19, 2021 • Alexis Knight Architects; Carollo Engineers, Inc.; CH2M Hill Engineers, Inc.; West Architecture + Design, LLC - August 22, 2020 thru August 21, 2021 • Globaltech, Inc. - September 7, 2020 thru September 6, 2021 The City of Boynton Beach Finance/Procurement Services P.O. Box 310 ,, Boynton Beach, Florida 33425-0310 Telephone No: (561) 742-6310 6+� FAX (561) 742-6316 June 22, 2020 Steven Knight Alexis Knight Architects, Inc. 100 N E 6th St. Ste. 102 Boynton Beach, FL 33435 VIA E-MAIL TO: sknight@akarchitectsinc.com BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE E- ARCHITECTURAL AND LANDSCAPE DESIGN SERVICES BID NO. RFQ 046-2821-17/TP CURRENT AGREEMENT TERM: AUGUST 22, 2019 THRU AUGUST 21, 2020 Dear Mr. Knight: The current agreement term for"GENERAL ENGINEERING CONSULTING SERVICES- SCOPE E" awarded to Alexis Knight Architects expires on August 19, 2020. We have been very happy with Alexis Knight Architects. We would like to extend the agreement for an additional one-year period with the same terms, conditions and pricing. Please indicate your response on the following page and return it to Procurement Services via email to comas .us at your soonest convenience. If you should have any questions, please do not hesitate to call Skender Coma at (561) 742-6308. Sincerely, Randy Wood, CPPB Purchasing Manager Financial Services America's Gateway to the Gulf Stream Page 266 of 909 The City of Boynton Beach Finance/Procurement Services P.O. Box 310 ,, Boynton Beach, Florida 33425-0310 Telephone No: (561) 742-6310 6+� FAX (561) 742-6316 June 22, 2020 BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE E- ARCHITECTURAL AND LANDSCAPE DESIGN SERVICES BID NO. RFQ 046-2821-17/TP Agreement between the City of Boynton Beach and Alexis Knight Architects, Inc.: RENEWAL TERM: August 22, 2020 to August 21, 2021 X Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) ALEXIS KNIGHT ARCHITECTS, INC. NAME OF COMPANY SIE � Steven W. Knight Presider NAME OF REPRESENTATIVE TITLE (please print) June 22, 2020 561 3749242 DATE (AREA CODE) TELEPHONE NUMBER sknight@akarchitectsinc.com E-MAI L America's Gateway to the Gulf Stream Page 267 of 909 The City of Boynton Beach Finonce/Procurement Services P.O. Box 310 Boynton Beach,Florida 33425-0310 Telephone No: (561)742-6310 FAX: (562)742-6316 June 22, 2020 Robin Verse Calvin, Giordano &Associates 1800 Eller Dr. Ste. 600 Fort Lauderdale, FL 33316 VIA E-MAIL TO Marwan.mufleh@kimley-horn.com BID: GENERAL. ENGINEERING CONSULTING SERVICES SCOPE D- TRANSPORTATION SERVICES BID NO. RFQ 046-2821-171TP CURRENT AGREEMENT TERM. AUGUST 20, 2019 THIRU AUGUST F9, 2020 Dear Ms. Verse. The current agreement term for"GENERAL ENGINEERING CONSULTING SERVICES- SCOPE D° awarded to Calvin, Giordano &Associates expires on August 19, 2020. We have been very happy with Calvin, Giordano &Associates. We would like to extend the agreement for an additional one-year period with the same terms„ conditions and pricing. Please indicate your response on the following page and return it to Procurement Services via email to camasAbbfl.us at your soonest convenience. if you should have any questions, please do not hesitate to call Skender Coma at(661) 742-6308. Sincerely, Randy Wood, CPPB Purchasing Manager Financial Services America's Gateway to the Gulf Stream Page 268 of 909 CiThe ty Boynton Beach 1. Finance/Procurement Services P.O. Sox310 Boynton Beach, Florida 33425-0310 Telephone No: (561J 742-6310 FAX: (561)742-6.316 June 22, 2020 BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE D- TRANSPORTA,TION SERVICES BILA NO. RFQ 046-2621-171TP Agreement between the City of Boynton Beach and Caprin, Giordano &Associates, Inc.: RENEWALTERM: August 20, 2020 to August 99, 2029 Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) CALVIN, GIORDA G & ASSOCIATES, INC. NAME OF COMPANY NATURE 0, �'(I (I i E� G� t or/od V-0 V NAME OF REPRESENTATIVE TITLE Please DATE (AREA CODE) TELEPHONE NUMBER C . E-MAIL) America's Gateway to the gulf Stream Page 269 of 909 The City of Boynton Beach Finance/Procurement Services #. r P.O. Box 310 4k �� Boynton Beach, Florida 33425-8310 � @ � , Telephone No: (561)742-6310 FAX: (561)742-6316 June 22, 2020 Elizabeth Fujikawa Carollo Engineering, Inc. 2056 Vista Pkwy. Ste. 400 West Palm Beach, FL 33411 VIA E-MAIL TO: efujikawa@carollo.com RID: GENERAL ENGINEERING CONSULTING SERVICES-SCOPES A, B,AND C CURRENT AGREEMENT TERM: AUGUST 22, 2019 THRU AUGUST 21, 2020 Dear Ms. Fujikawa: The current agreement term for"GENERAL ENGINEERING CONSULTING SERVICES-SCOPES A, B, AND C" awarded to Carollo Engineering expires an August 21, 2020. We have been very happy with Carollo Engineering. We would like to extend the agreement for an additional one-year period with the same terms, conditions and pricing. Please indicate your response on the following page and return it to Procurement Services via email to comas bb l.us at your soonest convenience, If you should have any questions, please do not hesitate to call Skender Coma at(561) 742-6308. Sincerely, v Randy Wood, CPPB Purchasing Manager Financial Services America's Gateway to the Gulf Stream Page 270 of 909 I he City of Boynton Beach s Finance/Procurement Services P.O. Box 310 Boynton Beach, Florida 33425-0310 Telephone No; 561 742-6310 FAX: (561)742-6316 June 22, 2020 BID: GENERAL ENGINEERING CONSULTING SERVICES-SCOPES A, B,AND C BID NO. REQ 046-2821-17/TP Agreement between the City of Boynton Beach and Carollo Engineering, Inc.: RENEWAL TERM: August 22, 2020 to August 21, 2021 Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) CAROLLO ENGINEERING, INC. ' 1 NAME OF COMPANY SIGN URE NAME OF REPRESENTATIVE TITLE (please print) DATE (AREA CODE) TELEPHONE NUMBER E-MAIL America's Gateway to the Gulf Stream Page 271 of 909 The City of gyntort Beach Finance/Procurement Services r � 100 E Ocean Ave. Boynton Beach, Florida 33435 Telephone No: (561)742-6310 FAX: (561)742-6316 July 21, 2020 BID: FINANCIAL AUDITING SERVICES BID No.: 072-1410-171IT CURRENT AGREEMENT TERM: NOVEMBER 17, 2017—NOVEMBER 16, 2020 Agreement between the City of Boynton Beach and CALER, DONTEN, LEVINE, COHEN, PORTER &VEIL, P.A. AGREEMENT RENEWAL TERM: NOVEMBER 17, 2020—NOVEMBER 16, 2022 X Yes, 1 agree to renew the existing agreement under the same terms, conditions, and pricing for an additional two-year term. No, I do not wish to renew the bid for the following reason(s) Caler,Donten,Levine,Cohen,Porter&Veil,P.A. NAME OF COMPANY SIGNATURE Scott L.Porter Shareholder NAME OF REPRESENTATIVE TITLE (please print) July 21,2020 (561)832-9292 DATE (AREA CODE) TELEPHONE NUMBER sporter@cdlcpa.com E-MAIL America's Gateway to the Gulf Stream Page 272 of 909 The City of Boynton Beach Finance/Procurement Services P.O. Box 310 w, Boynton Beach, Florida 33425-0310 Telephone No: (561) 742-6310 FAX. (561)742-6316 June 22, 2020 Gerrit Bulman CH2M Hill Engineers, Inc. 550 W Cypress Creek Rd. Fort Lauderdale, FL 33309 VIA E-MAIL TO: gerrit.bulman@jacobs.com BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE A- WATER PLANT MODIFICATIONS, CAPACITY,AND OPERATIONAL EVALUATION BID NO. RFQ 046-2821-17/TP CURRENT AGREEMENT TERM: AUGUST 22, 2019 THRU AUGUST 21, 2020 Dear Mr. Bulman: The current agreement term for"GENERAL ENGINEERING CONSULTING SERVICES- SCOPE A" awarded to CH2M Hill Engineers expires on August 21, 2020. We have been very happy with CH2M Hill Engineers. We would like to extend the agreement for an additional one-year period with the same terms, conditions and pricing. Please indicate your response on the following page and return it to Procurement Services via email to comas ebbfl.us at your soonest convenience. If you should have any questions, please do not hesitate to call Skender Coma at (561)742-6308. Sincerely, Rand Wood, CPP y B Purchasing Manager Financial Service s America's Gateway to the Gulf Stream Page 273 of 909 The City of Boynton Beach Finance/Procurement Services P.O. Box 310 w, Boynton Beach, Florida 33425-0310 Telephone No: (561) 742-6310 FAX. (561)742-6316 June 22, 2020 BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE A- WATER PLANT MODIFICATIONS, CAPACITY,AND OPERATIONAL EVALUATION BID NO. RFQ 046-2821-17/TP Agreement between the City of Boynton Beach and CH2M Hill Engineers, Inc.: RENEWAL TERM: August 22, 2020 to August 21, 2021 X Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) CH2M HILL ENGINEERS, INC. r NAME OF COMPANY 91GNrATURE Sirpa H Hall Manager of Projects NAME OF REPRESENTATIVE TITLE (please print) 6/22/2020 (954) 299 8577 DATE (AREA CODE) TELEPHONE NUMBER sirpa.hall@jacobs.com E-MAI L America's Gateway to the Gulf Stream Page 274 of 909 The City of Boynton Beach Finance/Procurement Services P.O. Box 310 " ,-' Boynton Beach, Florida 33425-0310 Telephone No: (561)742-6310 FAX. (561)742-6316 June 22, 2020 Marwan Mufleh Kimley-Horn and Associates, Inc. 1920 Wekvia Way Ste. 200 West Palm Beach, 33411 VIA E-MAIL TO: Marwan.mufleh@kimley-horn.com BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE D- TRANSPORTATION SERVICES BID NO. RFQ 046-2821-17/TP CURRENT AGREEMENT TERM: AUGUST 20, 2019 THRU AUGUST 19, 2020 Dear Marwan: The current agreement term for"GENERAL ENGINEERING CONSULTING SERVICES-SCOPE D" awarded to Kimley-Horn and Associates expires on August 19, 2020. We have been very happy with Kimley-Horn and Associates. We would like to extend the agreement for an additional one-year period with the same terms, conditions and pricing. Please indicate your response on the following page and return it to Procurement Services via email to comas bbfl.us at your soonest convenience. If you should have any questions, please do not hesitate to call Skender Coma at (561) 742-6308. Sincerely, Randy Wood, CPPB Purchasing Manager Financial Services America's Gateway to the Gulf Stream Page 275 of 909 The City of Boynton Beach Finance/Procurement Services P.O. Box 310 " ,-' Boynton Beach, Florida 33425-0310 Telephone No: (561)742-6310 FAX. (561)742-6316 June 22, 2020 BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE D- TRANSPORTATION SERVICES BID NO. RFQ 046-2821-17/TP Agreement between the City of Boynton Beach and Kimley-Horn and Associates, Inc.: RENEWAL TERM: August 20, 2020 to August 19, 2021 _X—Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) KIMLEY-HORN AND ASSOCIATES INC. /,4 NAME OF COMPANY SIGNATURE MARWAN MUFLEH Principal / Sr. Vice President NAME OF REPRESENTATIVE TITLE (please print) 6/26/2020 (561) 840-0850 DATE (AREA CODE) TELEPHONE NUMBER Marwan.Mufleh(_kimley-horn.com E-MAIL America's Gateway to the Gulf Stream Page 276 of 909 The I o Boynton Finance/Procurement Services P,0. Box 310 Boynton Beach,Florida 33425-0310 Telephone No: 1561)742-6310 f' FAX: (561)742-631.5 .lune 22, 2020 BID: GENERAL ENGINEERING CONSULTING SERVICES SCOPE E- ARCHITECTURAL AND LANDSCAPE DESIGN SERVICES BID NO. RP'Q 046-2821-17tTP Agreement between the City of Boynton Beach and West Architecture+ Design, LLC: RENEWAL TERM: August 22, 2020 to August 21, 2021 Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) WEST ARCHITECTURE + DESIGN, LLC NAME OF COMPANY SIGNATURE pC x f 'AME OF REPRESENTATIVE TI E (please print) t j DATE (AREA CODE) TELEPHONE N'UM'BER . ' F .. E- AIL America's Gateway to the Gulf Stream Page 277 of 909 e' City of Boynton Beach Finance/Procurement Services ani ' _nSw;t P.O. Box 310 Boynton Beach, Florida 3342J"'{�310 p y, �g '� -_ • Telephone No: (561) 742-6310 8 * FAX. (561) 742-6315' June 22, 2020 Rick Olson Globaltech, Inc. 6001- Broken Sound Pkwy, NW Ste, 610 Boca Raton, FL 33487 VIA E-MAIL TO: Tolsonglobaltechdb.com DID: GENERAL ENGINEERING CONSULTING SERVICES-SCOPES A AND C DID NO. REQ 046-2821-171TP CURRENT AGREEMENT TERM: SE'PTEMB'ER 7, 2019 THRU SEPTEMBER 6, 2020 Dear Mr. Olson: The current agreement term for"GENERAL ENGINEERING CONSULTING SERVICES- SCOPES A AND C" awarded to Globaltech expires on September 6, 2020. We have been very happy with Globaltech. We would like to extend the agreement for an additional one- year period with the same terms, conditions and pricing. Please indicate your response on the following page and return it to Procurement Services via email to corasb , l.us at your soonest convenience. If you should have any questions, please do not hesitate to call Skender Coma at(561) 742-6308. Sincerely, Randy Wood, CPPB Purchasing Manager Financial Services America's Gateway to the Gulfstream Page 278 of 909 The City of Boynton Beach rr, Finan ce/ProcurementServices P.O. Box 310 ` Boynton Beach, Florida 33425-0.310 y . Telephone No: (561)742-5310 Pix: (561) 742-6316 June 22, 2020 BID: GENERAL ENGINEERING CONSULTING SERVICES-SCOPES A AND G BID NO. RFQ 046-2821-17PTP Agreement between the City of Boynton Beach and Globaltech, Inc.: RENEWAL TERM: September 7, 2020 to September 6, 2021 Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) GLOBALTECH, INC. NAME OF COMPANY SIGNATIRE - Pcfaldtoi NAME Or REPRES NTATIVE TITLE (please print) (�o cf,-'-k3)3AaQ DATE (AREA CODE) TELEPHONE NUMBER E-MAIL America's Gateway to the Gulf Stream Page 279 of 909 7.B. Consent Bids And Purchases Over $100,000 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Approve an increase to the estimated annual expenditure of Omnia Partners City of Tuscon Contract# 192163 with Grainger I nc. in the amount of$50,000, increasing the estimated annual expenditure from$70,000 to $120,000. Explanation of Request: Current Contract Term: July 1, 2019 thru December 31, 2022 On November 11, 2019, the City Commission approved the utilization of Contract# 192163 with Grainger Inc. in the amount of$70,000. Expenditures have increased due to the recent COVID-19 pandemic. Purchases have included masks, gloves, sanitizer and other PPE related items. This increase is to ensure a source of supply for the City's PPE needs. Staff anticipates the expenditures to decrease once there is no longer a need for PPE supplies due to the pandemic. How will this affect city programs or services? This will enable the City to continue purchasing needed items in order for staff to perform their work safely and properly. Fiscal Impact: Budgeted Funds are budgeted and available for account 502-1412-141-0100 for the estimated amount of$120,000. FY 18/19 expenditures were $60,547.75 FY 19/20 expenditures to date are $95,256.81 Alternatives: To not approve and seek an alternate source for supplies. Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Page 280 of 909 Grant Amount: ATTACHMENTS: Type Description D Addendum Grainger Contract Page 281 of 909 Contract #192163 Maintenance R air and ' .0per- tion [ MRO) Supplies,, Pa rt Equipment M Graing"er 1 i 3 Table -of Contents 1. Gr in is Response to Intent to Negotiate ` . City's Request for Intent to Negotiate 3. rim's Response to RFP# 192163 4. RFP## 192163 Page 282 of 909 i I F . Griner's Response to Intent to Negotiate 1 i Page 283 of 909 T ..�.tl�... ., �,.,. .T -- ...._,................ GRAZHGER, 100 Grainger, Inc ��4 Grainger 1'srhWray I i r p.1w-,y,;A .1-$t-'Iy4k ;;i.A-4 R4,y-I•„+: Luke Fore-91,1L . Jenn Ayers, CPPB 00partr1}ent of Procurement 29-5 - Alameda, 6`L” Floor TJcso3n, AZ 86701 RE City of TUrsW RFP# "t '?1619 r Maintenance, Rep€iir or1f1 Qporatiorl6 (MRO) S upplies, Pam, Equipment, [Materials and Related SoNws— lotent to NnofiaM Dear els.Myers- VV-VV-- Grainger, Ino. respectfriIly Submits the folIowl rig items arid explanatlons in relationship t0 aur proposal submitted on 411112019 for RFP#192163. Please find the following response whore a request was triads for further fcillawRup, We appre4lete rhe opportunity to respond and negotiate with the fifty of Tocaon. if for my reason you or ONINlA partnors rands further clEOfrcation or Ixew any roncerris feel free to request add ltlonal iriformation. 2.The City does not aecopt the changes to Standard Terms and CondRiorl�;, Paragmph 2 1. Indemnification. Grainger accepts the original language for Indemnlfloaiion Standard Terms and Gonditloris, Paragraph i 21 and reirrovets any alteratioos. 3. 'rhe City requests a best arO final response t0 the pricing. Please ccrrrplete the atto0hed price Page. { Vd,lrV. Grainger submits the following updates in our price offer. We stroNly fe¢ai this Prim offer togett7�r with the nevAy revised incentive pi-ogram. z;ervim offer, and ether programs proposed in the � RFP will deliver the best overall value in comparlson tri other's- If the proposed offer is aCcapted Gr�iinger would like to enter the City of Tucson into the newly created plus prograrn which offers � addiIiorial pricInU ben ef It5 specific to the 0ity's rloeds. � I Grainger has srabrnitl6d the requested Prics F'age (see attaGhed) 4. The City requests additional clarificotlon on the Functional Alternatives. In reviewing some of the items, it seems that the functionai alternative was higher prl0 d Sterns. or the sterns did not match fh,� request of what i,� belng replamd. Please provide additional inforrnation to clarify this. Per the req u i ro.Merits in the RFP, Graingees intent for the functional alternate items was to prrxVicte options and addifinpal breadth and depth for the City Tucson and National Mn�Mbefs. FQT-Borne iters}s submitted, thr.re is a differ€;rit ship paa quantity which will impact the SICU pack seri prig. Where there was not an exavt nintch, Grainger offered functional alternate items, or like items to the vequested market basket- For functional aItemata Rems, Grainger sUbmitted items where the product serves the same function as the exact rnatch, Knr:Nng custcrrrnrs rToy want additional options nationally vv8 Wanted t offer tYry broadest assortment possible. Grainger has re.-submitted new prUng far the City to pagc I of?. /2812019 Page 284 of 909 GRAINGER, W.W.Grutik ur, like (00 Grahipr Parkway La Ke Forest, 11,60(jL15:5201 revie for sot'nr; of tyre alternate itr:r)E3. For itfim 3EB 48 aad alterrIate item 3EB49 Grainger raspaotfully * traM our Original submitted price a$ both items are Migible Mr our .01 procgrani on a case by casa basas biped ort custopner piper ccxrnrnRments. `Iris still allows the custorm0r to receiive ttxs .(}1i price for the exact P n 6 slteinale item with the purcof associated pGper products. 6, Orn nia Parm ers is unable to accept the following changes. a. Marketing and Sales Page 17 of 44 Section 8 b. Marketing and Sales Page 17 of 44 .lection 10 Both seotions above am a Part of the Master Int"Overnmental Cooperative Purc+trasinq Agrewnent with allows Participating Agencies to sign up with 01V1NIA Partners to use this contract. `r'hIs agreement is not between Gralngrar and CMNLA,Partners acrd vva� included as art exal-nple only, Grainger removes our previous ex%pkions for, a. Marketing and Sales Page 17 jai'44 Section 8 b_ Mp-rketing and Sales P�ige 17 of 44 Section 10 W.W. Grainger hop" you fired the subrr+ritted changes meet your needs to move furkher. Heuer, If for any reason the subrnitted changes do not meet your deaired state for this RFP please reach out to ria, Sirtcamly, Fon 'ce Sr. avernment Sales Manager W.W. Grainger Inc. I Pagel oft Page 285 of 909 i t . City's Re-quest for Intent- to Negotiate I f Page 286 of 909 May 21, 2019 Sera this dare vla email; ron,pricQC�grairkgont:oln Ron Price tis . Sr. Government Sales Manager W'.W. Grainger, Inc.. 100 Grainger Parki ay CITY OF ).'Ae Forest, IL 60045 R 'SON RE. ci(y oP'.l'u utt HFP#192163, Maintenance,Repair nud Operations (l4Uto) l3IJSINT. ,5 rlpplIes�, Pays,k,yuipment,Materials and Related Services—Tnten l to Negotiate SPRVTCES l lr,PARIM NT Dear Mr. Price: I The City of Tucson has completed tho evaluation ol`submimis rcceived in response to the subjeol z�olicitaGion, Based upon the recommendation of the oval uatioti oomn)ittco, the City is inviting i your-Firth to enter nego iations. Specii:ically,the City mgtlests the following, 1, The C by accepts the fullowlag terms and condltlons from your proposal: a_ Section B.Produce RegLiirenients. Sectivon 3, Defective Product Yr. Section 13,Product Rog4urx;mnils, Section 3, Pricing c. Special Terms and Condltiom, Paragraph 8. Price Adjustment d. Standard Terms and Cond!(ioas, Faragraph 4l, 'rermination of Contract These c1-oiges fire all shown on tho Attached doctitneni,highlighted in bold. . Thi C:iiy does not accept the changes to StandardTerms and CondidotLs, Paragraph 21. i 1ndcrnnifii a&n. ] 3. 'rhw City rwtjucqts a bosl and 1"itud response to the pricing. Please eompldc1 aio attached Price Page. 4. The City requests additional clar'i5ti at.ion on Tie Ewicfionrtl Alternatives. in rcviming some of the items, it smus that the functional aiLcrnaLive wit;higher priced iterns, or the. 1 Items did not match tiie myocst of wNl is being repl-Lwv 1. Please provido additianai i information to olarify thl4. I v 5. Orruii'Lt Partners and the City accept the fol 1ow.ing,tcrmq and 4onditions: it. 2.1 CorporateCom mitme€rt b. 2.2 Pricing Gomm itment c. 2.3 Sales Com initment d. 3.3 Marketing and Sales 44A e. 3.3 Marketing foil Sales}14C C 3.3 1vlarkrting and Sales 414 g. 3.3 Marketinj, and Sales 44I h. 3.3 Marketing and Sales d4 i. 3.3 Marketing and Sales I4 j. 3.3 Marketing and Sales Raga 13 of 4.4 Section 14 k. 3.3 Marketing and Sales Page 13 of 44 Secti on 15 BUSINESS SLIWIC:LS DLPA1?:1'AiL-h'r Sl iRED SEI VICES.,P110C;t'11Lt�iL,N-l. C[1'Y� I IA LL*255 fib`_A1,J41u11;D.A+1x.0- 110-X 27210+ TUCSON,AZ 85726-'7210 (520)?91-421?+ FAX(52[x)TA-x#735 r T1'Y{520)791-2fi3r} � 1AL,0rLprnPVEM(fl i l.(Aitri Page 287 of 909 6. Omnia Partners is unable to accept:the following changes. a. Ma kedq,,and Sides Page 17 of 44 8cei ion 8 fir, Marlwftig and -Sales Page 17 of 44 Scciion 10 Doth sections abovo ai,( a pmt of the Master lntcrgovornmcntal C00l}era[iVe Purchasing Agrocnscnt w!al&ljows PaAkipating Agencies to Sian uta with OM NIA Farmers to use this contract. This a rwctnont is noc between Grainger and WNTA Partners and was included as qui example only, This N oace of Intent to Negotiate is not an it�ljml w sward a contract and does not cstAbIis,h el oonLracival rc[adunsWp between the tirnn and the 0 Ly-attd OW11irt Partners. In the event that t.1a�City and Orn ni� Pargtcrs are riot able to negodate a satisfactory cmvu with the lino, the City wi Il tcrminatc ncgot:ia0ons, Please submit a written response Lo my attention via e-ayaaiI to Jonn,rnycrs tucsana:c. uv on orhefnrc Friday, May 31, 2019 at 12:00 P-M. Please contact me via e-mail or at(520) 837-4137 with questions regarding the items above :Sinc�rel}�, I Tenn Myers,ClIP13 Principal Contract Officer Cc. Tonwk Kivszcc, Oninia Partneri tc�tnek,ka�as�ec u w�liu>iia�ae�nc�_�t�4�m. 1 i 'r I i BI;SLNL,_"SERVICES DRPARTMRNT ,SILUZED SERVICELS—PI10C.IjREMENT Cl'l'YIi1U_[,+ 255 W_A[,AMF%T]A •P.O.BOX 27210•TUCSON,AZ 85726-7211) (5 20)791-4217+ I+AX(520)791-4735•TTY(520)791-2639 t4wv wo_t��csonP�c�urc:mcu#.com Page 288 of 909 B. PRODUCT REQUIREMENTS: 1. PRODUCTS: A complete and oomprehensive lire of quality made I IRO supplies to support the daily maintenance. repair and operations functions of the agency. The categories include but are not limited to the fallowing. a. Motors and Power Transmission- General, Definite Purpose and HVAC motors, gear motors, bearings, V-belts and accessories. b. Electrical Supplies— Disidbution, controls, wire, cable, voice & data and supplies. c. Lighting — Lamps, ballasts, fixtures, task lighting, flashlights and batteries. r i d. Tools— Hand, power, outdoor and automotive tools and tool storage. e. Measuring Tools & Test Instruments — Calipers, gauges, inspection, micrometers and multimeters. f. Pneumatic — Pneumatic tools and systsm cemponents, air compressors and hydraulics. g. Machining and Cutting Tools — Drill bits, taps, dies, blades, counterbores, countersinks and abrasives. I h. Material Handling, Storage and Packaging — Ladders, hoists, shelving, storage, furniture, packaging, casters, cart, trucks and drums. L'Welding —Welding equipment and supplies. 333; j. Fasteners and Adhesives — Nuts, bolts, washers, screws, hooks, flat stock, raw materials (metal, rubber, plastic), glue and cement. k. Lubricants, Sealants and Paint - Grease, oil, penetrates sealants, caulk and paint. i i i I. Safety and Security Supplies -- Spill containment, storage, fire protection, person protective equipment, instrumentations signs, labels, tags and security m. Meaning Equipment and Supplies — Chemicals, equipment, restroom, paper, waste containers, cleaning. n, HVAC Supplies — Controls, heaters, air conditioning, air treatment, fans, ventilators and blowers. o. Pumps and Plumbing — Submersible, centrifugal, water system and positive displacement pumps, pipe, valves, fittings, heaters, coolers, filtration and faucets. p. Emergency Preparedness— Sandbags, first-aid supplies, disaster recovery products etc. q. Other Categories Page 289 of 909 . CURRENT PRODUCTS: AI[ products being offered in response to this sol[citation shall be in current and ongoing production; shall be formally announced for general marketing purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in this solicitation. 3. DEFECTIVE PRODUCT. All defective produots shall be replaced and exchanged by the Contractor_ The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification or a mutually agreed upon timeframe. 4. PRIDING: Market Basket products Prices and base category contract discounts l shall remain firm and will include all charges that may be incurred in fulfilling requirement(s) for the twelve-month period following contract award. For Catalog Products, Contractor will no longer compute percentage-off discounts from the Contractor "list" price previously set fortis on Contract's Website, Contractor's l Catalog or any other electronic or published media. All percentage-off discounts for Catalog Products shall be deducted from Contract Reference Price ("CR.P")in effect at the time the Catalog Product is purchased by member from Contract. Current Contract Reference Prices for Catalog Products shall be available when the member logs into its account on Contractor's Website. 5. SALES PROMOTIONS: in addition to decreasing pr[ces for the ba[ance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. i i i Page 290 of 909 SPECIAL TERMS AND CONDITIONS COOPERATIVE PURCHASING: Any Contract resulting from this solicitation shall be for the use of the City of Tucson. In addition, public and nonprofit agencies that have registered with OMNIA Partners or entered into a Cooperative Purchasing Agreament with the City of Tucson's Department of Procurement aro eligible to participate in any subsequent Contract. See httP; l m.tucsonp%c� urrtent, ern coop artrrers.asp and click on Cooperatives for a list of the public and nonprofit agencies that have currently entered into Cooperative Purchasing Agreements with the City of Tucson. Additionally, this contract is eligible for use by the Strategic Alliance for Volume Expenditures (SAVE) cooperative, See h[tVF IWu+ .rriesaaz.+ggv�home/showdocument?id=23638 for a listing of participating agencies. The parties agree that these lists are subject to change. Any orders placed to, or services required from, the successful Cantractogs) will be requested by each participating agency. Payment for purchases made ander this agreement will ba the sole responsibility of each participating agency. The Contraot,or may negotlate additional expenses incurred as a result of participating agencies: usage of this contract (i.e., freight charges, travel related expenses, etc,), The City shall not be responsible for any disputes arising out of transactions made by others. The Corntractor s) will provide an electronic copy of the complete Contract to the City of Tucson Department of Procurement upon receipt of the Notloe of Intent to Award. At the City's request, the suocessful Contractor(s) may also be requested to provide an electronic copy of the complete Contract to a participating agency. 2, FEDERAL, STATE AND LOCAL TAXES, LICENSE$ AND PERMITS: The Supplier shall comp lyvAth all Federal, State, and local licenses and permits required for the operation of the business conducted by the Supplier as applicable to this Contract. The Supplier shallat no expense to the City, OI NIA Partners, or other Participating Public Agencies, procure and keep in foroe during the entire period of the Agreement all such permits and licenses. i 3. SUBCONTRACTORS: No subcontract shall be made by the contractor with any other party for fumishing any of the services herein contracted for without the advance written approval of the Departrnerrt of Procumment. All subcontractors shall comply with Federal and State laws and regulations that are applicable to the services covered by the subcontractor and shall include all the terms and conditions set forth herein which shall apply with equal force to the subcontract, as if the subcontractor were the Contractor referred to herein. Contractor is responsible for contract performance whether or not subcontractors are used. 4. FOR DESTINATION FREIGHT PREPAID: Prices shall be FCB Destination Freight Prepaid to the delivery location designated. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City will assist the Contractor in arranging for inspection. 5. PAYMENTS: All payments made by the City of Tucson for goods or services will be made to the vendor named on the Offer and Acceptance Porro. If you do not wish payment to be made to that address, you must submit an attached sheat indicating the proper mailing address with this bid. Page 291 of 909 6. RIGH' TO TERMINATE FOR CHANGE 1N OWNERSHIP OR MATERIAL RESTRUCTURE OF TELECONTRACTOR: In addition to the Termination of Contract clause in the Standard Terms and Conditions section of this solicitation and resulting contract, the City reserves the right to cancel the whole or park of this contract within 60 days written notice of the cornpistlen of any material change of ownership in the CorntractoCs company, including its sake, merger, consolkdation or dissolution_ 7. TERM AND RENEWAL: The terra of the Contract shall commence upon award and shall remain in effect for a period of three (3) gears, unless terminated, canceled or extended as otherwise provided herein. The Contractor agrees that the City of Tucson shall have the right, at its sole option, to renew the Contract for two ( ) additional ane-year periods or portions thereof. In the event that the City exercises such rights, all terms, conditions and provisions of the original Contract shall remain the same and apply during the renewal period with the possible exoeptien.of price and minor scope additions and/or deletions, 8. PRICE ADJUSTMENT: The City will review full} documented requests for Market Basket product price adjustment at the end of the Contract's first year. Subsequent fully documented requests for price adjustment for Market Basket products may be made at the end of each Contract year that the Contract is in effect. Price adjustments may be a consideration in the continuance and/or renewal of the contract. The City will determine whether the requested price adjustment or an alternate option, is in the best interest of the City, I 9. IN S URANGE. The Contractor agrees to: � A, Obtain insurance-coverage of the types and.amount required in this section and keep such insurance coverage in force throughout the life of this contract. All policies will contain an endorsement providing that written notice be given to the City at least 30 days prior to termination or canceltatiort in coverage in any policy, and 10 days notice for cancellation due to non-payment in premium. B. The Commercial General Liability Insurance and Commercial Automobile Liability Insurance poficies will include the City as an additional insured with respect to liability arising out of the performance of this contract. Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those Ifmits of liability are in excess of those required by this Contract. The insurance hereunder will be primary and that any insurance carried by the City will be excess and not contributing. C. Provide and maintain minimum insurance limits as applicable; COVERAGE LIMITS OF LIABILITY 7I: Cq :irierda.l General.�Iabilit�y.: Policy shall include Bodily injury, Property [damage, Personal Injury i and Broad Form Contractual Liability Each Occurrence $1,000,000 General Aggregate $2,000,000 Products & Completed Operations Aggregate ; $2,000,000 Personal and Advertising Injury i $1,000,000 Blanket Contractual Liability $1,000,000 Page 292 of 909 �I.:C;omrrler�c�al ,�►ial�orirxnbileLiabilii�r .. . Policy shall include Bodily Injury and Property Damage, for any owned. Hired, and/or Non-owned vehicles used in the operation, installatia and maintenance of facilities under this agreement. Dombined Single Limit _ $1,000,040 CII. �Nerk rs' Co ensatio . ( ppl.i akil # th WO,of kizon Per Occurrence Statutory Employer's Liability $1 ,400,000 Disease Each Employee $1,000,000 Disease PoI Icy.Urn it $1 ,400,000 Sole r'roorietor/Independent Contractor designation i5 �iuen to those who desire to waive their rights for workors' cornpisnsatlon coverage and benefits as out:llned In ARS9 ?3 9 1, and speclflcally ARS § 23-961 lob, If appllcaale, pleasa request:the Sole I'roprlet:orllndependent C7ontractur form from the Contract officer listed in the 5411citcatlon. D. ADDITIONAL INSURANCE REQUIREMENTS: Policies shall be endorsed to include the following provisions: 1. A waiver of subrogation endorsement in favor of the City of Tucson, for losses arising from work performed by or on behalf of the Contractor (including Worker's Compensation). 2. The insurance afforded the contractor shall be primary insurance and that any insurance carried by the City of Tucson and its agents, officials or employees shall be excess and not contributory. 3. Coverage provided by the Contractor shall not be limited to the liability assumed undder the indemnification provisions of this Contract. E. NOTICE OF COViERAGS MODIFICATIONS: Any changes material to compliance with this contract in the insurance policies above shall require 10 days written notice from the Contractor to the City of Tucson. Such notice shall be sent directly to the Department of Procurement. F. ACCEPTABILITY OF INSURERS. Contractors insurance shall have an "A.M. Eesti rating of not less than A:VII, The City of Tucson in no way warrants that the required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. G. VERIFICATION OF COVERAGE: Contractor shall furnish the City of Tucson with certificates of insurance {ACORD form or equivalent approved by the Cit} of Tucson) as required by this Contract. The certificates for each insurance policy are to be signad by an authorized representative. All certificates and endorsements are to be received and approved by the City of Tucson before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work and remain in effect for the duration of the contract and two (2) gears after completion. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal upon the City's request, is a material breach of contract. All certificates required by this Contract shall be sent directly to the Department of Procurement. Page 293 of 909 The City of Tucson projectfoontract number and project description shall be noted on the certificate of insurance. The City of Tucson reserves the right to require complete copies of all insurance policies required by this Contract at any time. H. SUBCONTRACTORS: Contractors' certificates) shall inofude all subcontractors as insureds under its policies or Contractor shall furnish to the City of Tucson separate certificates and endorsements for each subcontractor. All coverages for subcontractors shaII be subject to the minimum requirements identified above. I. EXCEPTIONS: In the event the Contractor or sub-contractors) Ware a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self- Insurance i i I Page 294 of 909 STANDARD TERMS AND CONDITIONS I. ADVERTISING: Contractor shall not advertise or publish information concerning this Contract without prior written consent of the City's Dlroctor of Procurement, 2. AFFIRMATIVE ACTION: Contractor shall abide by the provisions of the Tucson Procurement Code Chapter 28, Article XII. 3. AMERICANS WITH DISABILITIES ACT: The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act(Public Law 101-336, 42 U.S.C. 12101, et seq.) anal applicable Federal regulations under the Act, 4. APPLICABLE LAW: This Contract shall be governed, and the City and Contractor shall have all remedies afforded to each, by the Tucson Procurement Code and the law of the Mate of Arizona. State law claims shall be brought only in Pima County Superior Court, 6. ASSIGNMENT-DELEGATION; No right or Interest In this Contract shall be assigned by the Contractor without prior written permission of the City, and no delegation of any duty of the Contractor shall be made without prior written permission of the City's Dir%eotor of Procurement. The City shall not unreasonably withhold approval and shall rietify the Contractor of the City's position by written notice. 6. CHILDISWEAT-FREE LABOR POLICY: The Contractor shall comply with all applicable provisions of the United States Federa[ and State Child Labor and Worker's Right laws and agrees if calJed upon to affirm in writing, that they, and any subcontractor involved in the provision of goods to the City, are In compliance. 7, CLEAN UP: The Cantractor shall at all times keep the contract area, including storage areas used by the Contractor, free from accumulation of waste material or rubbish and, prior to completion of the work, remove any rubbish from the premises and all tools, scaffolding, equipment and materials not property of the Ctty, upon completion of the repair, the Contractor shall leave the work and premises in clean, neat and workmanlike condition, S. COMMENCEMENT OF WORK: The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives purchase order or is otherwise directed to do so, in writing. by the City_ 9. CONFIDENTIALITY OF RECORDS: The Contractor shall establish and maintain procedures and € controls that are acceptable to the City for the purpose of assuring that no informatlon contained in its records or obtained from the City or from others iii carving out its functions under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract_ Persons requesting such information should be referred to the City. Information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of dirties ander the Contract, unless otherwise agreed to in %writing by the City. 10. CONTRACT AMENDMENTS:The Procurement Department has the sale authority to, A. Amend the contract or enter into Supplemental verbal or written agreements; B. Grant time extenslons or contract renewals; C. Otherwise modify the scope or#arms and provisions of the contract. This Contract shall only be modifed with the approval of the Department of Procurement. Except in the case of a documented emergency, approval must be granted prior to perform:2nce. Any contract modification not explicitly approved by the Pfocurement Department through a wdtken contract amendment or change order is performed at th(� sole risk of the Contractor and may not be eligible for payment by the City. Page 295 of 909 11. UGNTRACT: The Contract shall be based upon the Request for Proposal issued by the City and the Orfer submitted by the Contractof io response to the Request for Proposal. The offer shall substantially conform to the terms, conditions, specifications and other requirements set forth within the text of the Request for Proposal. The City reserves the right to clarify any contractual terms with the concurronr:e of the Contractor; however, any substantial non-conformity in the offer; as determined by the City'5 Director of Procurement. shall be deemed non-responsive afid the offer rejected. The Contract shall contaln. the entire agreement between the City of Tucson and the Contractor relating to this requirement and shall prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or mastor agreements in anyform, 12. DEFAULT IN ONE INSTALLMENT TO OONSTfTUTE TOTAL BREACH: Contractor shall deliver conforming materials in each installment or lot of this Contract and may not substitute nonconforming materials. Dellvery of nonconforming materials, or default of any nature, may constitute breach of the Contract. Noncompliance may be deomed a cause for possible Contract term ination, 13. DUPLE, EDIREOYOLED PAPER: In accordance with efficient resource procurement and utilization policies adopted by the City of Tucson, the Contractor shall ensure that, whenever practicable, all printed materials produced by the Contractor in the performance of this Contract are duplexed (two- sided copies), printed on reoyded paper and labeled as such. 14. EQUAL PAIS: The Contractor shall comply with the applicable provisions of the Equal Pay Act of 1963 (Pub,L. 88-38. 9 U.S.C. section 206(4)); Title VII of the Civil Rights Act of 1964 (Pub-L. 68-352, 42 U.S.C. 2000e etseq.; and, the Lily Ledbettar Fair Pay Act of 2009 (Pu b,L. 111- ), 16. EXCLUSIVE POSSESSION. All services, Information, computer program elements, reports and other deliverables creatod under this Contract are the sole property of the City of Tucson and shall not be used or released by the Contractor or any other person except with prior written permisslon by the City. 16. FEDERAL IMMIGRATION LAWS AND REGULATIONS, Contractor warrants that it complies with all Federal Immigration laws'and regulatlons that relate to its employees and complies with A.R.S. § 3-214(A) and that it requires the same compliance of all subcontractors under th Is Contract. Contractor acknowledges that pursuant to A.R_ . § 41-4401 and effective September 30, 2008, a breach of this warranty is a material breach of this Contract subject to penalties up to and Including termination of this Contract. The City retains the legal right to audit the records of the Contractor and inspect the papers of any employee who works for the Contractor to ensure compliance with this warranty and the Contractor shall assist in any such audit, The Contractor shall Include the requfremonts of this paragraph in each contract with subcontractors under this Contract. If the Contractor or subcontractor warrants that it has complied with the employment verification provisions prescribed by sections 74(a) and 274(b) of the Federal Immigration and Nationality Act and the E-verify requirements prescribed by A.K.S. §23-214(A): the Contractor or subcontractor shall be deemed to be in compliance with this provision. The City may request proof of such corn pliance at Einy time during the terra of this Contract by the Contractor and any subcontractor. 17. FORCE MQJEURE: Except for payment of sums due, neither party shall be Ilable to the other nor deemed in default under this Contract if and to the extent that such party's pertarmance of this Contract is prevented by reason of Force Majeure. The term "Force Majeure" means an occurrence that is beyond the control of the party affected and occurs without its fault or negllgence. Foroe Mafeure shall not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence in accordance with this Force Majeure term and condition. If elther party is delayed at any time in the progress of the work by Force Majeure, the delayed panty shall notify the other party in writing of such delay, as goon as is practical, of the oornmencement thereof and shall specify the causes of such delay in such notice. Such notice shall be hand-delivered or mailed cerfrffed-return receipt and shail make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shah! Page 296 of 909 notify the other party in writing when it has dome so. The time of completion slhall be extendod by contract modification for a period of time equal to the time that results or effects of such delay prevorit the delayed party from performing in accordance with this Contract, 18. GRATUITIES: The City may, by written notice to the Corrtractor, terminate this Contract if it is found that gratuities, in the form of entertainment, gifts, me2ils or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or employee of the City amending, or the making of any determinations with tespeot to the performing of such Contract. In the event this Contract is terminated by the City purruant to this provision, the City shall be entitled, In addition to any other rights and remedies, to recover or withhold from the Contractor the amount or the gratuity. 19. HUMAN RELATIONS: Contractor shell abide by the provisions of the Tucson City Code Chapter 28, Article XII. 0. INDEIVINIFIDATION; To the fullest extent permitted by law. Contractor, its successors, assigns and guarantors, shall pey, defend, Indemnify and hold harmless City of Tucson, its agents, representatives, officers, directors, officials and employees from and against all allegations, demands, proceedings, sults, actions, cleims, including claims of patent or copyright infringement, damages, Iossas, expenses, including but not limited to, attorney fees, court oosts, and the cost of appellate proceedings, and all claim adjusting and handling expense, related to, arising from or out of or � resulting from any actlons, acts, errors, mistakes or omissions caused in whole or part by Contractor relating to work, sorvlces and/or products provided in the perforrnanoe of this Contract, including but ` not Ilmlted to, any Subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable and any injury or damages claimed by any of Contracts and Subcontractor's amployeas. It is agreed that Contractor will be responsible for primary loss investigation, defat,nsa and Judgment costs where this indemnification is applicable_ The Contractors agrees to walve all rights of subrogation against the City of Tucson, it's agents, representatives, off3cer8, directors, officlals, employees and volunteers for losses arising from the work performed by the Ccritractor for the CIty of Tucson. Contractor is responsible for compliance with the Patient Protection and Affordable Care Act (ACA), for Its employees in accordance with 26 CFR §54. 4980H. Additionally, Contractor is responsible for all applinable IRS reporting requirements related to ACA_ If Contractor or any of Contractor's employees is cer€ifred to the City as haying received a premium tax credit or cost sharing reduction which contributes to or triggers an assessed penalty against the City, or Contractor fails to meat reporting requirements pursuant to sec#ion 6066 resulting in a penalty to City, Contractor indemnifies I City frorn aDd shall pay any assessed tax penalty+, i 21. INDEPENDENT CONTRACTOR: It is understood that eacll party shall act in its individual capacity I arid not as an agent, employee, partner, joint venture, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the ernployao or agent of the other party for any purpose, The Contractor shall not be entitled to compansatlon In the form of salaries. holidays, paid vacation, s€ck days, or penslon contrlbutlons by the City, The City of Tucson will not provide any insurance coverage to tho Contractor, including Worker's Compensation coverage. The Contractor is advised that taxes, social security payrnents, and other withhold ings stlaII not be withheld from a City payment issued under this Contract and that Contractor should make arrangements to directly pay such expenses. ContraQtor is responsible for complian,oe with the Affordable Care Act for Contractor and any of Contractor's employees. 22, INSPECTION AND ACCEPTANCE: All material or service is subject to final Inspection and acceptance by the City. Material or service falling to conform to the specifications of this Contract shall be held at the Contractor's risk and may be returned to the Contractor. If returned, all costs are Page 297 of 909 the responsibiilty of the Contractor. Noncannplianco may be deemed a rause for possible Contract termination. 23. INTERPRETATION-PAROL EVIDENCE: This Contract is Intended by the parties to be a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between the parties and no usage of the trade F>hatl be relevant to supploment or explain any term used In the Contraot. Acceptance or consent in the course of performance under this Contract shall not bo relevant to determine the meaning of this Contract even though the accepting or consenting party has knowledge of the nature of the performance and the opportunity to object. 24. ISRAEL BOYCOTT DIVESTMENTS: Acceptance of the contract warrants that the vendor is in compliance with A.R.S. § 35-393 and does not participate In a boycott of Israel as that term is defined within A.R.S. § 35-393. 25. LICENSES: Contractor shall maintain in current status all Federal', State, and local licenses and permits required for the operation of the business canducted by the Contractor as applicable to this Contract, 26. LIENS, All materials, services, arrd other deliveraales supplJed to the City under this Contract shell be free of all liens other than the security interest, Security Interest shall extinguish upon full payment ; made by the City. Upon the City's request, the Contractor shall provide a formal release of all liens. 27. NO REPLACEMENT OF DEFECTIVE TENDER: E=very tender of materials must fully comply with all provisians of this Contract. If a tender is made which does not fully comply, this shall aartiform to the termination dlause set forth within this document. 28. NON-EXCLUSIVE C0NTRA T: Any contract resulting from this sol lcltation shall be awarded with the understanding and agreement that it iq for the sole convenlence of the City of Tucson, The City reserves the right to obtain like goods or services from another source when necessary, s 29. OVERCHARGES BY ANTI]RUST VIOLATIONS. The City maintains that, in actual practice, overcharges resulting from antitrust violations are borne by the purchaser_ Therefore, to the extent permitted by law, the Contractor hereby assigns to the City any and all claims for such overcharges as to the materials or services used to fulfill the Contract. 30, PAYMENT: The City's preferred method of payment is via credit card_ The City will issue a Purchase Order and, in some cases, either provide a credit card for payment at the time of ordering or pay subsequent invoices by credit card upon receipt of goods or services in goad order. However: riot all City employers will possess a credit card and, therefore, the City reserves the right to make payment by check as It deems necessary, Unless payment is made by credit card at time of order or point of sale, n separate invoice shall bo Issued for each shipment of material or service performed, and no payment shall be issued prior to receipt of material or service and correct invoice. The invoice shall not br dated prior to the receipt cf goods or completion of services. The City shall make every effort to process payment for the purchase of materials or services y+ithin twenty-one (21) calendar days after receipt of materials or services and a correct invoice, The Contractor's payment terms shall apply to all purchases and to all payment methods. 31. PROTECTION OF GOVERNMENT PROPERTY: The Contractor shall use reasonable care to avoid damaging existing buildings equipment, and vegetation (such as treas, shrubs, and grass) on City property. If the Contractor fails to do so and damages such property: the Contractor shall replace or repair the damage at no expense to the City, as determined and approved by the City's Director of Page 298 of 909 Procurement. If the Contractor fails or refuses to make such repair or replacement, the City V01i determine a cost and the Contractor shall be liable for the cost thereof, which may be deducted from the Contract price. . 32. PROVISIONS R.EQUIREO BY LAW: Each and even+ provision of law and any clause required by law to be in the Contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not Inserted, or is not correctly Inserted, then Ripon the applicat[on of either party the Contract shall be amended to male such Insertion or correction, 33. RECORDS: Internal control over all financial transactions related to this Contract shall be in accordance with sound fiscal policies. The City may, at reasonable tirnes and places, audit the books and records of the Contractor and/or any subcontractors. Said audit shall. be limited to this Contract. 4. RIGHT TO ASSURANCE, Whenever one party to this Contract has reason to question, in good f'alth, the other parts intent to perform; the former party may demand that the other party give a wrtten assurance of this intent to perform_ In the event that a demand is made and no written assurance Is given within five {5} days, the demanding party may treat this failure as the other party's intent not to perform and as a cause for possible Contract terrninatlon. 35. RIGHT TO IN5PEGT:The Olty may, at reasonable times, and at the City's expense, Inspect the place of business of a Contractor or subcontractor which is related to the performance of any Contract as awarded or to be awarded. I 36. RIGHTS AND REMEDIES: No provision in this document or in the Contractor's proposal sha[I be construed, expressly or by Implication, as a waiver by either party of any existing or future right and/or remedy available by law in the event of any claim, default or breach of contract. The failure of either ; party to insist upon the strict performaiioe of any term or condition of the Contract, to exerc[se or delay the exercise of any right or remedy provided in the Contract or by law, or to accept materials or services required by this Cor7tract or by law shall not bo deemed a waiver of any right of either party to insist upon the strict performance of the Contract, 37. SEVERABILITY: The provisions of this Contract arra severable to the extent that any provision or applicat[on held to be invalid shall not affect any other provision or application of the Contract which may remain in effect without the valid provision or application. 38. SHIPMENT UNDER RESERVATION PROHIBITED: No tender of a bill of lading shall operate as a tender of the materials. Non-compliance shall conform to the termination clause set forth within this document. 39. SUBCONTRACTS, No subcontract shall be entered into by the Contractor with any other party to furnish any of the materiallservice specified herein without the advance ATitten approval of the City's � Director of Procurement. All subcontracts shall comply with Federal and State laws and regulations which are applicable to the services covered by the subcontract and shall include all the terms acid cond[t[ons set forth herein which shall apply with equal force to the suboantract, as if the subcontractor were the Contractor referred to herein. The Contractor is responsible for contract performance whether or not subcontractors are used, 40. SUBSEQUENT EMPLOYMENT: The City may terminate this Contract without panalty or further obligation pursuant to A.R.S. Section 38-511 if any person significantly Involved in initiating, negotiatirig, securing, drafting, or creating the Contract, on behalf of the City, Is or becomes, at any time while the Contract or any extension of the Contract is in effect. an employee of, or a contractor to, any other party to th[s Contract with respect to the subject matter of the Contract. Termination shall be eff�rst�ve when written notice from the City's Director of Procurement is received by the parties to this Contract, unless the notice specifies a later tirne, Page 299 of 909 41, TERMINATION OF CONTRACT, This Contract may be terminated at any tirne by mutual written consent, or by the City, with or without cause, upon giving thirty (30) days written notice. The City. at its converoienae, by vnitten notice, may terminate this Contract, in wholo or in part, if this Contract is terminated, the City shall be Jiable only for payment under the payment provisions of this Contract for services rendered and accepted msterial received by the City before the off octive date of term Ination_ The City resorves the right to term Iriate, following a written ton {10} buslnegg day notice to cure to the Contractor, the whole or any part of this ContraGt due to the failure of the Contractor to carry out any term or condition of the Contract. If the Contract fails to take appropriate action within the period to cure, the City will issue a vuritten notice of default to the Contractor for acting a failing Eo act as speGif led in any of the following: I In the opinion of the City, the Contractor provides personnel that do not rnoet the requirements of the Contract; In the opinion of the City, the Contractor fails to perform adequately the stipulations, conditions or Servicesfspoclflcations required in this Contraot; In the opinion of the City, the Contractor attempts to impose personnel, materials, products or workmanship of an unacceptable duality, The Contractor fails to furnish the required service andlor product within the time stipulated In the Contract; a In the opinion of the City, the Contractor fails to make progress in the performance of the requirements of the Contract; The Contractor gives the City a positive indication that the Contractor will not or cannot perforin to the requirements of the Contract. Each payrno'nt obligation of the City created by this Contract is conditioned upon fhe availability of City, State and Federal funds that are appropriated or allocated for the payment of such an obligation. ff funds are not allocated by the 01ty and avaii-ab le for tho continued purchase of the services and/or materials provided under this Contmet, this Contract may be terminated by the City at the end of the period for which funds are available. The City will endeavor to notify the Contractor in the event that continued service will or may be affected by non-appropriation. No penalty shall accrue to the City in the event this provision is exercised, and the City shall not be obligated or liable for any future payments due or for any damages as a result of termination under this paragraph. 42. TITLE AND RI K OF LOBS: The title and risk of lass of material or service shall nat pass to the City until the City actually receives the material or service at the point of deliver+, unless others+rise i provided within this Contract. 43. WARRANTIES: Contractor warrants that all material or service delivered under this Contract shall conform to the specifications of this Contract. Mere receipt of shipment of the material or service specified and any inspection incidental thereto by the City shall not alter or affect the obligations of the Contractar or the rights of the City under the foregoing warrantles. Additional warranty requirements may be set forth in this document. Page 300 of 909 i 7 s 3. Grim' Response to RFP# 192163 3 Page 301 of 909 CITY OF TUCSON BEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO, 182763 255 W. ALAMEDA, STH FLOOR,TLICSON,AZ 85701 PAGE 24 OF 25 PRINCIPAL CONTRACT OFrICERJENN MYERS, CPPB t PH, (620)837-413W f FAX: (520)791-4735 OFFER AND ACCEPTANCE OFFER TO THE CITY OF TUCSON: The Undersigned hereby offers and shall furnish the rnatorial or service in compliance with all terms, soope of tiwork, oonditions, specifications,and amerndrnents in the Request for Proposal which is incorporatBd by reference as if fully set forth hereln, For clarifioatlon of this offer, contact: WAV_(;rRjn2Cr, Inc. Name: Rnn Price Company Narne t I 1 I1 CUi'1illger Parl!<Wgy Title; Sr. Goveniinf,. Ps h0�ultf,g � Address I IL 6DQ45 Phone_ 979-224-.6794 Glt ;safe Zip i �-�-- Fax' ISA SIg4e of Person Authorized to Sign Roll Pricc, E-mail; Roa).Pricer r�airiger,coni Frinted Name i Sr.Go}eminent Sales anoger � Title 1 s ACCEPTANCE OF OFFER i x The Offer is hereby accepted, The Contractor is now bound to self the materials or services specthed in the t Contract, This Contract shaft be referred to as Contract No. k q-2 Gley CITY OF TUCSON, a municipal corporation i Approved as to form: Awarded_ f This _ day of 04 2-019 This � day of CV 2019 As n �Illy Attorney and not personiafly As Director of Business Services and not personally w Page 302 of 909 GRAINGER f l fl11'� Executive Summary f On behalf of W.W. Gtr-Linger, Inc, it is a privilege to submit our response to the City of Tucson & 01VINTA P iIiiers Milia nance, Repirir & Operations (MRO), Supplies, farts. Ecluipi-nvnt, MaLerizIlq & l?.elatcd Sci -ices Request for Proposal -4 192.163, AVe, Y.alue the City- cf Tucson's and ONLNIA's etlduringy crnnmitnicat to ]coop citizens aad cmployeo� safe and facilities well- maillLained. id) this our In0K c01111)etitive offer tO da[e, we pledge tfle broadek and most comprelicasivc access Lo MIM product and services, tailored lbi� to day'% governmeiril's requirements while robust and flexible to he relevant in 5 ycarrs, Grainger servos Ell Public sector agcncic-s.' .41-nal 1, rnedhim and largo acro Ns tell 50 states and their political subdivisions, the District r)f Columbia. and US Territories. Dur breadth is re-fl ected in our $1.3 billion in US lilv'ellt n ', 1,7 million pt'odUcts, 14 Distribution Centers �, ith 16.5 million squ= root and 250 US branch locations, each carrying iwa ly Sl irdlion of iliventory. Tnvestwx ,mt hi sysU ms is driven by a focus that products are available and delivered when deeded. 95% of cuslo hers receive next day product delivciy; 99.6% of in-stock orders are shipped witliin 24 hours. This Iroad offeTing is promowd by opportunities for small businesses. s r Orain ger's distributes the most comprehensive. line of]{IRO products and se,Mcce catcgorieti and an}thing %-()related. Witllin each category, our 017etring is of substantial scale and breadth. We i coii'llietc cmphatict l ly with specializ�ed dkiibutors and manafkoturenq across all MRO market segments. We continually evaluLite products and seiwicos to remain reie-vant to our customers. Wl -, add products and quppliers daily; c,vcry 18 molit w.e add niovc than 300.M0 products. i Our invesmicnt tri Grainger 'Team meinbcrs and our TT and supply chair systems generate value added opportunities to our product and Nervice offerings, A seamless agreeaxient implcrnciltatiou plan is led by an c pcvjoiiced worlsfbmcc to supjcort legfiQy ,rneillbcrs and oast the oJ' I new n1cmbeic s. OLur cnnlrnitllle"t to slikainahility and green inifl loves is reflected in access to 114,0100 products and c pertise kiss istjng in dctcrrni11ing Lhe rigfA grcccn substitutc. .A centralized technical prod LicL support team w.ith in-dcpLh product expertise_ incl uding sourcing, provides, Lhe. Ci Ly of TuQ son and OVINIA rnern.bers access to skills, experience and insight across all pivduct fines and MRO vocfitions, including Police., Ffiv, EMS rind slc.illcd trados, Throughout Our oig11L years serving City. A' Tucson agencies and ONTN7A iiiembers kw have assisted govte-rnmeat agcneics &11'iilg critical oircumst nces, small and large, Foix Flinergency lsieparcdncss aced,, Grainger has an cxtonAve offering for pror oar , rind solutions. Caraingor i moil, a dedicated partner �,vho will dolivcr rho quickest response and reliability in omcrgcncies. Our prices and scrvicos relrnain as provided in the contract. Our experience under the current agi�eemerlt shapes much of how we structure offors in the public sector, As evident by its MR0 solicitation, Tucson and 0MINJA acquisition and operations personnel understand iiia Un4l cast of acquisition and the, rnieaningful ways to reduce- and control casts. Acknawledgiilg that cost is much more, than product price, caur()ffel• Provides mcanin gful opportunity to reduce casts gild save tinge. Grain er's innovation in c-commerce and digital solutions are. driven by govcrnmenL ageiw-y embracc of"ad�,aliced terJiuology efficicneia�i.Dur e-corninerac and digiLal platforms are castor tc) search, navigate, check out and access transactional data than when the current agivement was Page 303 of 909 G+ I'G 7� MI reviewed. Our contract cof'f'er providcs a role ant e,comincrcc incentive progrrtjm c1labling f agelicies to ta](c advantage ofadvajiecd Lechnology. Our technical competency assists agcmc*- operations and audit l,etipamsibifities via moi-e accessible hivoice mid spend hiforIlU16011, ""'C prUkli& duality KIKO product and serviees at competitive prices 1,�,hilo being a 1r)eaningfuI resource to drive agcncy productivity and intcgdty strictures. Grainger to un member expertise- and 0xperic1lGe, teclnical innovation, linan6:11 srrmligth, avid track rccorcl con tri hLLLeS to MiAOII eJ'lectivell egq �1 n efficicncy. Gra iltgcr's pricing offer is our broadest and most conlPciiLive proposal, It is available natio}nwide and ancompasscs all cateijorie�i, It presents oxtemive availability of extra inaw+ 1-ntrkct basket items and accosts to rainger's extensive catalog at competitive. pricing. Grainger i-s offering a Unique. incentive program dint wN drive cost saving,3 meas,ures across a CUNL01-ner=s cntirc � organization, The of'f'er presented will open expanded opportunide�', fbr new lne-.mbers. Grainger pricing is more market based, and lower tlial7 priol' litit prices; a larger category dlscollnt percentage offered by a cc)mpetitor may not yield a Imrver product price. I We are citizens of the corri7l,unities xhcrc we, work and live. Within the City of 'luosolt I metropolitan ares we assisted the Americn R.ed Cross in installing home fire alarms, supporw-d � training hlitiatives of the Tuescrll Fire I oundation, provided scholarship opportunities for die winyside School DiMtiiot Foundation and Pima Community College. Through tl7c Grainger Tools fbir Tornorivw- program.. we provide support to hidividuml students in their technical training, Grainger employeeq assist rhe Boys and CA is Club - Jim and Nfkki Club llouse, the Special 0h.-titpic, of Tucson, the Community Food Band, Ivie-Lils for Wheels and Johpath ]Progran,'3 addressing child care and transportation for those in need. Grahlger eanployccs k volnntecr said pvo ide trgsigtxic-c to Troasui-e fOr 'Teachers. Wo 1'etain TLGCg011 area businosses to hoot the current agreement's rcclLdrements said to assist us tin 1naimining Grainger Jfacifities and runiiing our businos�. {7ur c'ornmitmcat in Tucson iq replicated in comtnunitieq nationw-lac. CYr ginger has bcc privileged to prlrtncr wvith tho City of'1uDson and O�TNiA in thein dedication to kcLp citizens Fuld employees safe. and qi dlities well-waint4ined, (fur jLesponsc r'�;flec.tq our commitment to these valuot;. Res Pully silbmitted. _ -- I el lion rice Sr. 0overrimont Sales Manager WAV. Grainger, inc, Rc]tr.Price..r�graiin�cr.com 979-224-6794 t Page 304 of 909 GRAINGl i r� V4'.Lir Grainger, 111c - ER I(l0 C;raingerer Parkway { f f + Lake Foiv,SL.IL 60W-5201 Tcl; 847.535.1000 Tax: 847.535-9243 �'t�+ .�Lrainge r.co rn April 11, 2019 M& Jenn Mycrs, CPPB i DeVatlment of Procurement 2.55 W.Alameda, 61h Floor ] 1CS011,AZ 85701 RE: W,W1 Ondnger, Tne, ]..eller of Exceptions to the C:ily of Tucson-Request fol.Proposal NO, 192163 L ar Ms. 1biyCrs; W.W. Oraingcr,laic, ("GrainoCr" or"Contractor")appreciWes thea or4mit to respond to the Cit of Tapson("City")TRequest far Proposal o. ]92.163 11laii�tei�anCo, Repair clod Opeiatians{" 1R(�") � Supp Iics, Parts, Equipment, Materiels amd Related Services. As you know, 6 ralnpWs foclis on Contract coiuPIiaiice and customer satisfaction is second to none, To that end, Grainger respectfully rcquL sMs the opportunity to tucorPorate.should we be awarded thi9 Contract, our;,greed upon clarifjcqttions and exceptions lido the terins of the contract.Our objective is to earn the privilege of work-ing with holh the � City of Tucson and 014NJA Partners on this vi[ally important co-operative oppommity and doing So with } all understanding that our Collective e.xpe09tiojis with respect to operatiolfalization of Ibis contract anal its tel-ns are al i911Od, In accordanoo with Section 10 ofinstrltc-tion to Ot-cr of this RPP, your favorabie en ns idonation of tho following excCplions and clarifications to t11C proposal is requested; 1fi UENT1r' RPROPOL"1,IVO. 19 16,3 Page 5 or 25, Section 13. Product Requirements. sootion 3. I Original Language'DBF12 :'1.'1VE PIRODT ICT'All defective products Sllall be replacM and exchanged by 1ho Contractor. Tho cult of transpercation, unpacking, insNotion, ie-paekII1g, r'e- Shipping or other like expetts(.,,s shall be pail 1)y the Contractor.A]1 rep]ao ment piyiducts inust be ' rcceived by the City within sewn(7)days of irxitial notificalion, Modified Language., DEPECTT I-',PRODUCT: All defectivc products 9ha1T bo replaced aifd exchali xl 1),+the Contr-actor. Tho cost oftranspotution, unpr cicJng, inspection, i-e-packing, 1'C- shipping or other like expenses .9ball be paid by Vie Contractor.All rep]acemCnt products muse be rec-cived by the City within seven(7)days of initial notification or a inutually agreed upon tin�cfi�me. - rage 5 of 25, Section B. Product R.equiremonls, Section 3, 0irigintil.Langnage, 13MC:ING. Prices/discounts shrill remain f rm and wiII include all chal'gcs tNU May be inezirred in fulfilling roquii-eme.nt(S)'for the twelve-month perind following contract award. Where applicable,pricing Shull be,determiiieci ley aPnlyfirg Offerors<liscounts to t11C prices Page 305 of 909 Iislcd on Llieir manufacturer's price 1h;Ls,retrlil price ghccCs,caWug>or by lit!iizing the reduced net pricing k OuAule. Modified Language. PlUC;LNG: Marlcci >3asfkgproduct T'1•ices and N9ge cate goc 'contract Miscoants shall lrcnnairt firin and will illclufhall Aarges that play be. incurrodin fulfilling ro,quirenlent(s) for the Iwo[we-rnonth period fol lowing Quinract awzu-d. For Ca' tRl.Og.PrOdLlcl. Contrac[or)vJ no ]ont~cr cn n)u 1 Q percentag_e_ntl'd iscountS frL�nl ale Contractor"list:" ic;c r1r41oLIsix s u I forth on Conirngwr-B Website, Cnnteactor's C:alalo ,oL. x any other electronic uT publig4d rxiedia. All j)erceJD9go-off di`3U3Lrnt3 for Catalog 1 roduc.Ls.simll be cleclucted f ffLw [he: Contract Reference Price ("CRF'"} in cJflfroct a( ale.time the Catalog F'r oduc4 is purchased by ivrnember from Collirlic fur. Current C_cmlract Deference Prices fbr Coal()L3,Products Shall be available when GjI541jo iiioirrlit r log�q its qccouM on Contractor's 'V el),,ite. f�ri> �s�i; e�lot +n i rec b; s ..1, n n+n ,.yt11s��FiGeg-lfked-O n 1 heir dueed dietf`i3ig �inlr. I Page 16 of 25, Special Terms and Conditions, 8. Original Langvage. ?tUC:EAD.)USWRN'J.'Ile City wiII review fully documentkxl LrgLiest.R for price adjtkdmcn nt a[ the end of the ContrWs Est year. Subsequent Rally documented retluvgLq for price adj ustinent army be made at the end of oath C untract year that the coi)tract is 1n effect. Price adjustments nlay lax a ccknsideratiOn i n tho Ooild ivance and/or renewal of 1ho contract.The City w!II determine wheihelr the requested price adjustment or an alternate option, is in die,best Intcrest of the City. Modified Laogurrge: PRICE ADJITSlWtkl~~T, The City thrill rev]ow .Cully documented re€luc,31 for hrTaricci.Bg,kg[prodLlct price aLdjustoit til tit the end of the Cantraj�t's first year, Subsequent fully doctiment,cd rcclLlests Bor price ad for Market Gasket pi%qct inay be made at the end of each Contract year that the Contract: is itt effect. Price adjustments Olay bo a consideration I in the continuance aIId/or renewal of the contraO. The City wi11 determ ini�whiAer the requested I price adjustment or An alternate option, is in the Itest interest of the City. 1i Page 19 of 25, Standard Terms and Conditions, 20. Otyighial LAiaguage: TNTIT'MNJFiC ATION: To the oiliest extent permitted by laLw, Contra cLor, its sttccexsors, assigns and giiarantors, shall pay, defend, indcinnify and hold harmless City of Toc,soil, its agents, ire re5cnWives officers,directors oMciatz;Auld em loyees from and g p � P "gins# I all ailcg<ttlons,demands,j)roccedings, suits, actiomg, claims, inofuding claims of pateni or i copyright ii fringement, damage9, lossos,expenses, including but iioF limited tu, attorney fess, court costs_and the cost of appcl41to proceedings,and ail claim adjusting alai handling cxponse, relatad to, at'isiiig firoin or out of or resul Ling from any actinnR, wts,error-s, mistakes or Omissions cau.gcd in whole or part by ContmOorMating to work; soii,icc.s and.-or products provided in the performance of this Contract, ineluding but not limited to, any Subcolitractor or anyone dirod Iy Or inditrectly employed by any of thein of anyone for whow cels airy of them may he liable and any injury or damages claimed by any of Contractor's and ubconlrarclor's employees. It is agreed that Contractor wiII be resporisiNO for primary loss iliveRtigFtti011, defense and judgment costs whore T.liis indenmiticaLtion is applicable, The Contractors agw; Io witive all rights of sub rrogation Lt&nst the City of Tucson, i1'6 agents, representatives, nfficel-s, directors, Offtci qI% ernl.~'loyL:eS and volunteens fhr lfrssos alishig from the work perforined by the Contractor/for The City o! 11accrn. Page 306 of 909 Modif ed Imaguarge: L DL1v NIFTCATIC}N, To 0iic fullest exWriL perrniited by lain, Contractor, IN successors, assigos and guatrantors, shad/ pay,defend, indeinniry rind hold knarill]ess City of TucRon, its agenLq, lvpTvsenta6yes, officers, directors, officiais and cjnploy+ces Froin and against all this d aitv,alIok tions, dcn ands,pra(cuedings, suits,actions, claims, inchtdi ng clai1n3; of patent or copyright i nfr[ngcinent, daniagus, losses.reasonable expenses,including but not 1imitecl to, atturney fees, court cost", alul the cost of appellate proceedings, and a]] claim adjusti ng and handling expense,to the extent tltcy ttrc..rclatcd to, arising frorn or out of or resulting from any I iLegligeni itctions, acts, errors, 1nistEtkcs c oinis ioi)s caused i=ii whole or part by Contractor rclali>>g to worl., services and/or products provided in the performance ofthis Contract, i neluding but not 1irniWd lo, ally Subcontractor or anyone directly nr i ndircetly ernpfoytd by any of them or anyone for whose acts atry of 4hem maey be Iiable and any iniury or darnagcs claimed by any of Conti-actor's and Suhcontractor's i:ntployees. it is kgmt d that Contractor N ill lac rc.-,ponsible for primary loss inycstiggtion, dcfcmc and jucl-pTient costs where this inclemnificatlon is �ippiicable. The Contractors agrees to waivc til I rights of subrogation a&pdinst the City of Tucson, it's a cnis, representafiy.es; oftice.rs,dircotors, officials, ervployee-s and volunteers for losses arising from the wort{.performed by the Contractor far the City of Tucson, Paige 2.2 of 25, Standard TQ17ns and Conditions. 41. Origin.9l Language: ITRMINAUON OF CONTRACT;T97is Contract may be tormfilated aft any time by mutual written conscnl, or by aiv City, with or without cause, ulxrn givi ng thirl (30) days written notice. The City, at its convenience,by written notice, inay terini nate this Contract, ] in whole or in part. If this C'nntrxt is tcrminaied,the City shall be liable only for payment under i thc paiylnenI provisions of this Conti-act for serviocq rondercd and accepted rnaterial received by # the City before the effectilve data of termination, } The City ]Y-5"0!"1'(1$ the l7olt to terminate the w1iole.or any pert of(Wi Conlraa due to the failure of # t1le Contractor to carry out any term or condition oftlie Contract,The City w-iII issue it written ten [10) day notice of'dcfauIt to the Con for acting or fulling to act as spccll[cd iq any of the following: ; Modified Language: Tl?RMINAT)ON OF CONTRACT,. 11s Contract may be torinirnalcd at any time by mutual written consent, or by the C'.iiy, with or xvithout cause,upon giving tliiiIy(3 0) days written notice. The City, at 6 convcill ence,by wril tell notice, inaiy tenninate Ibis Contract, in whole or in pact, Ifthis Contract i9 tcrnfltiatcd,the Ci Cy shall be liable only for payinont under the payment provisions ofIli 19 Contract for services rendered and accepted niaterial received by the City before the offective date of termination, I I The City reserves the right to terminate.,fol lowi ng a written testi (10) business day notice to cure to tho Conli=wr, the whole or arry part of this Contract duo to the failure of the Contractor to C cava out any tarot or condition ofthe Contract. Tfthp-C:ontratcior fails to take appi'crprinte action e a within the period to GLIM,tThe City will issu )ivriIW n tcfl-(40)-*,notice of default to the C:ontraelor for actar-ig or failing to act as specified iii any of tho fol Iowing: C1 OF T UCS0A1ATTA 0711EAlTA M VIREMEN TS FOR NAT101NAL CO OPERA TJ X CONTRA Y TO RL A D_+1?TAIRVTERED a'#1F'r MA PAR TIVEAS 2.1 C:orpoi'atc C:omltsitntent rage 5 of 44 Ori inial Langunge. Supplier cfsmmits that (1)tl7c Nlrister Agreement has receiver/ all necessary l' corporin,authorizations and support of tbe.SLrppl ICI''4 Qx0culi ve niatitagetnent, (2)the N4aster k Page 307 of 909 ( Agreeineini is Supplier's primary go to market" strategy for Public Agencies, (3)the Master Agre-unent Nvili be promoted to all Public, Angorncics, iiiclu(litzg agny cx.lstii) ctlslolr]crs, and Supplicr will transition existing eustnmers, upon(heir rtxquthe N1,astor A i)� ilienL, and Modified Lauguagc: Supplier aommitg that(i)#llc KagWr An rcenicrit 11a roQcI,,od all ncccssai�r corporate authorizations and support of the Supplier's exceptive managment, (2)the Master AgroemonL is oiie u1'Supplierls primary"go to market" strategyies for Public Agencies, (3)the frim r Agreoment will be promoted as one of SLiPplier's"90 to market" strategies to R14-Public A.gonoics, ii)cl titling oily ox-kting Customers.and Supplier wi11 tmnshion existing customers. upon Iheir roquesi,to t<lie Ma,�Icr Aiv,,mon1, and 2.2 Pricing Commitment Page 5 of 44 i OriginaI Language: ti1)1)1ier comin its the not-to-exceed pricing provided uncles the Master Agreeinent pricing is its lowest available(net to buyer)to Public Agencies nationwide and further 1 commits (hal if a Patlicipating Public Agency is eligible for lower pricing through a notional, l slate,n`ogioval or local Ot cooporalive contract Che Supplier will match such lower p6cirg to that � Par(i6pating Public Agency cinder thQ Maxtor Agreement, r Modified Language; {eF czom inIts the " Agpoonqfflt oqTTERToT^TT �...... +; .. n.,, :.,�:,,.. n„k1;.. .o.. ;q eligible bvswej- 3i E11 3 &#i3Ral1- �L' lEi�lf11-k11=1C1E3i11�}f-L�t3 3$Fr3�3-`:-"o-sran+..aC4,ihiq Supplier'rr;;��--}i�el+rci;-`sn^Tor,-i^o�'r'i3�• rt 1' i`tit3p oiti� d tt i+ 4 c ey�ttri l i#}� tt r t:Supalioes prices for items sold to the City and)PamiciV.9tjng 13u1)11c AgLjicics Zvi I1 noL exceed the price fur the same or Siinilar items sold Lo-,2#I�oi nve.i i�men aux nirlci for the sc,mo nl siiriilar quaeilitics of product in a s1 ifttr prod.Lwt ` prix,lu>IdCi`t]1 Lnlc nrasiirl il�tr tctnls an(]conditions. The City qiAnqwled Rges, Lha(due to the east numbers of items sold hv_Siipp igr and. :( pp_l icr's oxtei sive customer base, as well tis 1ho di Qmrg ways,customers strudure requests for probl.. .5,Supycl nno._ t a�,�urc.tllc Cites Pa icil still Public Agerlcies that item 9 sold to. her custnincra for products ill_not be sold at a better price or discount. For example. u ithIn the Minster AgrLelni nt Illier rp nvi ft.5 custom izcd Nlarkut Baslcels to Participating PLiblic Agangiies.whel in c0 these.Agenes in ay receive different l pricing and discounts on products. This scenario is also true for other Supplier customers, f t 2.3 Stiles C'omrnitmeiiLPage 5 of 44 Original langnage- Supplier wrnmits to aggressively iii arket the Master Agxeenlellt as its go to instrcet sfraw� in this defined sector and that its sales force will be trained, engaged and eornm itwd 1jn offer!ng tho Kagwr Agrcomont 10 Public Agencies flu-ough OMNIA I ariners nation wido. Supplicr cotnririls that all Master Agreement sales will be accurately and timely rcp(vwd Io OMNIA Nartnors 1n accoi`daii ce wild the OMNIA Partners Administration Agreement. Supplies`also cotmniIS its sales force will be compensated, including sales incentives.for sales to Public Agcnoics under tho Magtor Agt-eeinent in a consistent or better rummer uumpared to sales to Public Agencies if the Supplier were riot awarded the Master Agreement. Modil'led Language; Supplier commits to aggessively market the Master Agreumunt as one of its go I markot nite ccs in (his defined seo(or and tlutt its sales force wi11 be trained, engaged and commit(cd to olTcring 1ho Master Agreonien((o Public Agencies through OMN Lk Partners wClun ide. Supplier commiLs (hat all Master Agreement sales will be aMurately and timely roporled 4o OMNIA Partner in accordance with the(}PAN A Partners Administration Ag7eemeiit. Supplicr also F,(1 1m)JL', i(s silos (`oras will bt, compensated,incl udingr sales incentives, for sales to 4 Page 308 of 909 Pula]is Agencies under the Master Agreement in a consisterrt or better manner compartd to sales to Pubic Agencies if the Supplier were no awarded the r4ar4cr Agrccmcnt, 3.3 Marketing roma Sides Page C of 44 A Oxigina�I angoarge: 1 rovide adelai1od Ilinety-clay 1)1an beginning from award (late of the Master A groomcnt demribing the strategy to Ii nmediately implement tho Master Agreement as sLIPplier's pr Imfy go to market strategy for Puhl is Agencies to supplier's temns natiomAidu, Eo include, Uut not limited to: i. Executive luadmship endorsement and sponsorship ol'lhc awgrrl rig ilic public sector go-to- Indi wi strategy w1111in Ars( 10 days Modified Language. Providc a detalled ninety-day plain beginning iron award date of the Master Agri' meat doscriNng the strategy to immedlate ly implement the Master Agreement as one of suppl ior'R pr]mary go to market strategy for Public Agencies to supplier's teams nationivide,to include,but not limited to: i. Executive leadership endorl ienkerit and sponsorship cf the award as one of SupI21iers tine-piihl is sector go-to-makeC stracvg+L es within Brat 10 days 33 MdrlceLing and Sales Page 7 of 44 Cl 0riginal Lauguagc: Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OKNIA Par[ners, { Include a list of current cooperative contracts (regioiutl and national) Supplior bolds a17d [icscril�c how the Master Agreement will be positioned among the ocher coopcl`ativc a rccmerils, Modified LAugan6,e; Describe how Srlpplier will Crank ii ion any existing Public Agency f customers' acc ounls to 111e Mmger l 1`i:+m(,r 1 available nal iollally through OMNIA Partnem. �i']$l'kit �c1it#e+lt0fllti'atiJ 6[�}tl� F#i', i9i}x F}�t+A} 11 c ,..l;a-1,N a<, w; i 3.3 M. arket i ng and ;alas Pago 7{8 of 441 Origina] Language: Confirm Supplier wilI be proactive. in direct sales of Supplier's goods and serti ices io Paid is Agencies nationwide and the timely folioW up to leads established by OVINIA PartJ101:5.All mlaq materials are to use the Ol'v NJA Partners logo.At it minimulu,the Supplier's sales initiatives should CQmn7LIDiCate: ' i IL Agrmneut was competitively solicited and Publicly awarde'd by a PA1161m[ Prciou1LCl1Xe111 f Agency € ii. Best government pricing iii,No cost to participate iv.Non-exclusive contract Modified Language: Confirm Supplier will be proactive in direr! Sales of 811ppIic1''s goods and services to Public Agencies nationwide and the timely folloxv up to leads csiabllshod by CMM Partnelg, All Rales materials are to use the OMNIA Partners Ingo.Al a mirdnim i,The Supplier's galas initiatives should communicate; 5 Page 309 of 909 i. Agruea110ttl wvas c01npc01 ivcly sol]cited and puhl iely awarda°d by a Principal Procurement AgCnc, i i_ Pricing, disanu.nts and incentives tailored to meet Particilialing Public A��ixpcy utastosnqr's I JR0 prodLrct and related service need s.-Bob L-go v minx gra--neer) iii.No cost to participate iv.Non-exclusive.contract 3.3 Marketing and Sale6 i'rtg.e 8 of 44 0rigiki al Language- State The amount of Supplier's Pubic Agency sales for the pruvious fiscal year, Provide fa list of Supplier's top 10 Pubic Agency customers, the toW purch: s for each for the pa)evioil s fiscal year along vvith a key contact for each. Modified Lainguage: 8late the a1nount of Supplier°s Prartiinri pj Puhl1c Agency sales for the previous fiscal year. Provide alist ofSLipp]ier's 1.op 10 Par#ic.i IlLt ng_:Puhlic Agency cu9tnin0r.s, Uie total purchases for caob for the previous fiscal year along with a key contact for each. 3.3 Marlcetin¢sand Sales Page 8 of 44 M Original Langungc: Dees the SLipl}liar propose to gLiarautue sales' if so,provido the C:ontrao( Sales (as defined in Section 10 r)fthe National lnlergovernmcntal Purchasing Alllai=Conipan Administi-ation Agreement)that 5uPpflur will guarantee etch year tmdoi'the Tetraster A i)ccmcnt for the initial three years of llie Master Agreement C'Giiaraiitecd Contract Sales"). Mod Iaa»gnage, Docs the Supplier propose to guarantee sales?No. The Supplier sloes nol f prol .w torsi tee sales. if sn,provide the Contract Sales (as defined in Section 10 of the _laiional Tntergovcrnmon#al Purchasing AIIiance Company Administration Agreement)thRt I Suppl ler will guarantee each year Linder the Master Agreement for(lie initial thr a years o£thc Master Agreement("GLiaranteed Contract-Sales'). 3.3 Marketing and Sales Page 9 of 44 N Original Lajiguiigo' Evetl thorn ll i1.is araticipatcd ninny Puhl is Agencies will be.able to uti1 ize s thu Matstcr Agreetnent wiLhout further forinal sel 1 c i tati on,there may be ciMtunstances where Public Agencius will i6suc their owii sol iGi1,9t]on5, The fol Imming cptions etre available when responding to a solicitation for Profte-vs covered under the Masta;r Agreement. i. Respond with_Master Agreement pricing(Contract Sales relaorted to 0MN1A PartnciN). H. if coinpctitivc condi#inns mquIir, pricing lower than the standard Master Agreement not-to•-execcd pr] i ng, Supplier may respond with Iower pricing through the Master Agrcemoji1, If Suppl for is fawEvded the contract,the sales are reported as C:ontract Sales to OMNTA Partners under the Master Agreeanent• iii.Rtespoi7d witlt pri(.,irig li18her than Minter Agreement only in the Unlikely neent that the Pahl is Agency refuses to utilize Master Agreement(Contract Stales are not reported to O)A TA Partners). iv, T1'altcrnrtativc or multiple proposals fan a permitted,respond with pricing higher than kimtor Agreement, and include Master Agreement as the alternate or additional proposal• DoWiI Supplier's strategies under these options }Alen respond ingto as soliuhaLioatr• G Page 310 of 909 Modinerl Language' Pvcn though it is and-6patcd nlaq Public Agcnci -yvi11 he able to ntilirc tho Mn.gcr Agree incnt v ithout ftlrtlik;r formal st)licitation, thorc 110 ay be ciivumMan ces whQly. Public Agencies wiII issue their own sol icitatiomg. The fol1owi ng options are availahlc when respondi ng to a so]Icitation for Products,covomd uiyder the -Va.9ter Agreement- i. Despond with 1vlaswr Ap-eemen#pricing i Contract Sales reported to OMMA Partners), i ii. If competitive conditions Ig11ii-epi x" � n� #I= I � prtc=ik uppliel-rauy i-espond with lower pricing thrmigh 41ie imler Agreement, If SuppiFL:r 1s awarded tllc cnaitracc[, Iho salol Tiro roporh,d as Con]racl Sacs to ON-1 N 1A farriers udder ilio W,9tcr Agreement, Ago 1�cl# li l er x 110314(GOR#a ad4B QMN-,T14 l nOF iv. I# t 39po+A Wk4 pFiGi Fig l "kbF 1+h., MRMOF S 'f�di3E311 �41ti�]]l41 k1 m14'lt� ''. w�nvrri rraz�ifd el�#l3 iii omlf OF-U ( 1�]3U'f, - ' +1-p 1 - Dolan Supp Iicr's stratoalos under Ihcsc opIJaals when rcspolldjng to a Solicim1110 11 3.3 NJ iricoti ng and Sales Page 13 of 44 Section 14 Oi iginaMl LaGnguagc:Administrative ]gee payments are to he paid by Supplier to O1+MA Partners at the frequency and on the due date stated in Section 13,above, for Supplier's submission of uorrespoilding Cori act Sales Deports. Administrative fee payments Ln'e to be made via Automated C:lerlring House(AC:H) to the C}MMA Partners desigiated financial institution identi-licd Jv lex Wt.l), Faiiun� to provide n iiaymelil of the t' dmjnislraUw Ytco within tlic Iimc and mannor spccil:icd horcin sha)J cotustituW a niawrial hreach of this Agrocmm and ifnot cured within tl11rty (3 0) days of written notice to SuppJ lcx shall lac dcomcd a dose for termination of tho i astcr Ag.rooment, at Principal Procurement Agency's solo discretion,and/or this Agrccment, at OMNT1A Partners' so]e discretion. All Admin intra#ive.Tees not paid when due small hear interegit at a rate equal to the lesser of one and one-half percent (I 1/2%)per month or the maximum rate � permitted by lav until paid in full. i Modified Language'Administrative Fee payments are to be paid by Suppiier to ONIN 1A Parhiers at the fretltiency and on the due elate stated in Section 13, above,for Supplier's submission of wrresponding Contract-Sales Deports. Administrative Fee payments are to be made via Automated Clearing House(AC H)to the OMNIA Partners designated finalicial institution identified in E hibit D. Failure to provide a payment of the Administrit#ive Pee ivithin �;he time and imager spo6ficr] herein shall consulute a inateyial breach of Lhiss A. tocmeat and if not aired within thirty (3 0) days of written notice to Supplier shall be cieenied a cause for � termination of th0 Masto,Agrcemoail, at 11rincilml 1'ro mmment Agency's solo discretion,and/or � this Agreemeni, at OM LA Parineis' sale dJ�,cretion, um ! stroll-6ea,F iri4erst�at a # equ tl+ lc+ ec� ad —lig�fi { } }der—i �al+ r •t1�-rx�rxim�ni-irl�ksr�ti•t�.��#-bar•-ltt�v-�•ai�i�-l�ic�i�-fE+1-1!< 3.3 Marketing and Sales Page 13 of44 Section 15 Ori.ginaI Language: Supplier shall niainlain an accounting of all purcluises nude by Parti-cilmling Public Agencies under the Master Agreement, C>NINIA Partners,or its deli tee, in ONUN11A Partner' sole discrefion,reserves the right to compare Participating Public Agency records with Ir C:ontiacl Salmi Repeats submitted by Supplier for a period of four(4)years from the date{lMMA 7 Page 311 of 909 Partners teceive6 such rw on. Tn addition,ON NIA Partners tnay cls gag,c a third party to conduct i{tt jindcpondent audit of Supplier°s 3nontlily reports. bi Cho ovent of such an audit,Supplier shall; providc all materials reel nably reyuestcx] i latiiig tci such Etudit by OXINIA Partners int the looation designated by OMNIA 1'arinev;.In lho cvcni an underreporting ofC'onlrac4 Sale, and a I sultilig underpayment of Admitiis[raIlye 1''oCS is revealed, OVINIA Pai-Uiuni wi11 notify the Supplier in writing. Supplier will laavc Lhi1-1y (3 0) days from the date of such nonce W n,goI've the discrepancy to 0Dv1NIA..t'o1`Wci-,' rcasonable satisfaction,including paymoltl of any Administrative Fees due alld ow 111& together w[th interest thereon in irCordance wish Section 13, and rei.mburscnlcnt of C}NTNITA Partners'costs and expenses 1-fated to suali audit. lvlodlilled Language: Supplier shatI maintain an acooll110ng of all pulrchases made by Pw-ficipati rlg Public Agencies under lire Masicr Agroarlent. OM NIA Partners,or ij,�; de-sipxeo, ill O)ANTA Partners' sole discretion, reser eyes lllc dghi to compare Participating Publio Agency records with Contract Sales RgOrls swbinitted by Supplier for a period of four(4) }°o&rS frpLll thO date OMNIA Partners receivos sti(kh roport- Tn addition, OMN1A PW'tlltrs may cnga c 9.thi rd party to conduct an indopoi)dcnt aladit of Supplier's u7onthly reports, In ft event of queh an audit, SLlppller shall pl'OVidO #1II rnaterials reasonably req LIeSI.t'.d relating Co Stivh audit by OMNIA 1'att��ers at t}io,�location mutually a egr ed ulaon by [F�o ��ii't.ic�c�eslgl�^�a'� n;�lr � . in . llao ovcnt an underrepordng of Contract Sales and a resulting underpayment of Administrative Hees is revealed, W NIA Partners will nutify tho Supplfor in writing. Supplier}grill have thirty '. (3 0)days from the date ofstich nofice to rosolvo the dlscrepancy to OMNIA Partners' i asonablc satisfaction, including payineitl of itny Min inlstrative Tees clue��l�r�ii tfaer- i#}�i� tl 003-'efn-}n ith-Sere A r ���71�� h l l h LYn wi �FtFtl' v� 1�17wTT!'1T1�4 'ILeef T 3.3 Marketing zind Sales Page 17 of 411. Section S Original Lauguage: The Pror.uring.?arfty shall now uSo this Agreoment as a method for obtaitLing additional concessions or reduced prices for-pumful iso of similar products or services utlt6ide of Uro Master Agreement. Master Agreement may bo structured with not-to-exceed pricing, in which cases the Supplivt irwy offor tho Procuri ng Party and the 1'ucurltig 1'arLy may a rcpt Iower pricing or additional cuncetisivjLs for purchase of Products t11r0Llgh a Maslnr Agroomont, Modified Uinguage: T]10 W00110 lip,Party shall 110t;At LISe this AgLei7 onil as a III othod for s obtaining at]Lht oral C:onccsJons oi' recluC,ed prices for pumbase of txlntllar ptnduc-ts Cir Scl'VIceq { outside of flip MA%wr A.gre nerd., MaMel,AgFo81-}iont -5Y#let#1�� z t— - I fx,ifl�Lhieh-eie�,e, uppIicr mF�y offer the Procuring Pally iuid Ilio Yroouring Pa ty Inlay accept lower pricing or addItiomI conce-scions for purcha-se ofProd uots through a--Master Agreement { I 3.3 Murketing and Sal.os Pagc 17 of 44 Section l D Origiaid Lsinguage. WTTT-10T]T LIMITING THE.GE.NEI;ULHY OF 74E FOREGOING, THE � NATIONAL 1111 PA.k1TIRS EXPRESSLY DISCLAIM ALL EXPRFSS OR M4PLTED � REPICESENTA ION9 AND WARRANTIES REG RDiNG ANY PRODUCTS, Ty1ASTL-R I A(iREElvll,l\7 AND GPO CONTRACT. ThE NXI'1ONAL TPA PARTIES SI IA LL NOT BE LIABLE IN ANY WAY TRO ANY SPECIAL, lNVIDE;NTAL, Ii�TT)TRPCT. CON UEM TAT,, E TIMPLARY, PUNITIVE, OR RELIANM T)AMA c S,EVEN IP THE NAT]ONAL 11'A Phi TTFS SHALL NAVE NO L1AB1LEI'Y FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHT?.R PARTY UNDER A MASTER AGH :]VF-,NTT OR C'rPO CONTRACT. 8 Page 312 of 909 Modi fled Language; WlT-HO 1'LLMI'INQ THE OPEN VR ALT "Y OF TT-TE T+C?REGOTNG, I TTIE QMNIA PARTN1~i1 SN.414QNA4,1TAARq4P&E PR12S LY D]SCLAIM ALL EXPRESS OR LM11L1P'D R10JR1"'ST TATTCINS AND WARRANTIES REGAIUIN6 AN Y PROD UCTS, Mr1S'1'HA rl(:iANT)CPO CONTRACT. Tl IE OMN1A 1"A1n' l~;RS NA-1-10HA1, 1"A WSTTAI,L NOT BE LIABLE, IN ANY WAY FRO ANY SWJ-"CIAk, 11NC I )I-XFAI,,INT)TRECT, CONSEQUENTIAL, E EMI'LARY,1'UNITI Vl-r; OR l ULIANC:T: 1)AMA01+.S, 1 sV1TRTTT Ti TE 0NIN1A PARTNERS 14A VP NO I.IARTUTY FOR ANY ACT Olt ONUSSIOISI BY A SUY.1'J.I FR OR 0T RR PARTY I)I,DER A MASTER AGREEMENTOR Cil'Cl CCiNTIz ACT. Thank yo4i for your favordble con;adoration of our clarifications and exceptions. Should yotp have. questions,please conlml me. 5i117 Ron Price Sr. {1ov nnncnt Sales Manager W.W. Grainger,Inc. I i i i I r i 1 9 Page 313 of 909 GANGER:, PROPOSAL EVALUATION REQUIREMENTS J. PROPOSAL EVALUATION CRITERIA— (listed in relative order of importance) a. Method of Approach b, Price Proposal c. Qu alificaticns& Experience i II. REQUIREMENTS SPECIFIC TO EVALUATION CRITERIA: The narrative portion and the materials presented in response to this Request for Proposal should be submitted in the same order as requested and must contain, at a minimum,the following; i a_ Method of Approach 1. Provide a response to the national program. a. Jnclude a detailed. resgonse to attachment A; Exhibit A, OMNIA Partners Response for National Cooperative contract, Responses should highlight experience. demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be 5. tracked and reported to OMNIA Partners. rainger's completed Attachment A; Exhibit A is presented in TAB Exhibit A. b_ The successful offeror will be required to sign Attachment A, Exhibit 15, OMNIA partners Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. Cfferor's response should include any proposed exceptions to the OMNIA Partners Administration Agreement, Grainger has reviewed Attachment A; Exhibit 13 and provided Clarifications in TAB fetter of Clarification. � o. The successful offeror will be required to fill out Exhibit F — Federal Funds Certification and Exhibit G — New Jersey Business Complianoe in its entirety, Please see CraInge ras ccmpleted Exhibit F and Exhibit G. i Page 314 of 909 GRANGER, City of l'ucson Attachment OMNIA P A R T N E R erlFt l!fJ�!rSLlr� 11.,.uo-.R..iw�.�u.vra requirements for National Cooperative Cuntract To be Administered b ?4DUA Partners ! The following documents Erre used in cvaluadng acid administering national cooperative Qmltrficu and arc included for Supplier's review and response, OMNLA Partners JE-xhilbit A—R1 Sl IONSF FOR WA TTC]NAL COOPER TI VE CONTRACT O-ViN IA Partners hxhibit I —A A TNTSTRATTON AGREEMENT, EXAMPLE f i O - iA ?urtners Exhibit C. TvLkS`1 LR INT (30VI:',I [NR1FNTAT:COOPER.ATT E T'[� CH,' SING 11 RCEiV1 Gr T, LX1LI�IPLL S OMINJA P?�irtliers Exhibit D —PRINCIPAL PROCUREMENT AGENCY C:KI�']TFTC:ATF$ � F AMPUL 1 OMNIA Partners Lxhibit V — ('OKTRACT .ALF REPORTING TEMPL E-E, OMNIA ParLicrs Lxhibit P — 1+'.-DF.R AT.FUND C;ERTTFTCAT IONS OMN IA PartneriF:xliibit G—NEW JERSEY BUSIN ES S CONIPLIANCl- OMNIA Partners Exliibit Ti—ADVERTISING CORIPI,2iNCJ- RL,Ql LRFM1 9I I Page 315 of 909 01WNIA PARTNERS EXHIBIT LX111BITA-].i) SPONSE FOR NATTONAL C'OOPEILU'lVE CUN1'RAC f 1.0 Scope of National Cooperative Cmiti-net C'apiiWizrcd tams not other+ ise defined herein whalI have the mcanings giveia to them in the Master AgreemenL or in the Administration Agreement between Supplior and OMN[A Partners. I] Requirement The CiLy o[' Tuesoa (hcrefivkler defined end referred tO as -`Principal Procurcmcni Agency"), ov behalf of itself fold the National lntergovernmea all Purchasing Alliance Conipany. a Dc-laware, corporation d/h.hi (PMMA Partners Public Sector (-`[:)NLN)A lllarulerw"), is rc,quc.Wing proposals for lahiteilaiwe; Repair, and Operatioa>Ls (NLK.0) Supplies, Palls, I=quipmenL. TJaWrials, and Related Scrviccs. The intent of tlik Request liar Proposal is aa7y contract baweer Principal i'rocuretnent Agency and Supplier resul Ling Ttom Lhjs RcgLies I for Proposal (;:Master Agreement") he made availablc to other public agenrjes nationally, r1l01.Ltding state and local ' goveraiirleiltal entiLies, public and private priniai . secondary anld higher education €:ntiiics, non-profit entities, acid Agencies for the public bonteflt ("Publio Agencies"), i through 0lVrNTA Partjiers' cooperative purchasing piogl-aln. The Nincipal Procurement Agency has executed a Principal Procu cment Agency Certificate with OMNIA PavUicrs. an example of which is ircluded as Exllibft D, and has agrocd to pursue the _U,3ter AgreelnenL. IJ-se of the Master Agreement by piny )Public Agency is preceded by their registration with ONTNTA Partners as a Participating Public � Agency in ONTNTA Partners' eooperativo purcliasing program. Registration with � OMNIA Partners as a T'artkJpating Public Agoltq is accomplished by Public Agencies tutoring into a Master Cooperative PurGliasin Agyeenient, 111 exanlple of which is ZlUaohed as DJlibit C. The te-rins and prlcaalg es LL€Nishod in the resulting Master Agreement between the Supplier and tho Prinoipal Procur -Ixlent Agency g ill bwc the same as that available to Varticipating T'uhlic Agencies through O-NINIA Partners, All LMLIS ct1011S, purchase orders, invoiceti, pavirnents ctc.. will uocilr directly bt vveen the Supplier and c{wh Participating Prlblic Agency individualIy, a11d neither OVINIA Ru ners, any .Principal Procurement Ayotic - tror any Participating Public Agency, including their respective agents, directors, elrrplo}fees or representatives, shall be liable to Supplier for any acts. liabilitics, dunagcs, etc,. incurred by any G other Participating Public Agency. Supplier is respongihle for_kno w-ing the tax laws 4 hi caoh statw. This Exhibit A defines the expecLatums for qualifying Suppliers based on OMNIA l 1'amtrs' tecluireincnis to market the res>.11ting Master Agreement iiatioiiELI I to Public Agencies. Each section in thiti ExllibiL A refers to the capabilities, requirements, obli ati<m, and prohibitions of competing Suppliers on a national level in carder lex scree Participating Public Agen€;ies throLuglt OM-NTA Partners. Requirements for National Cooperative Contract Page 9 of 44 Page 316 of 909 0-M N 1-A VR'I'N V ISS EXHIBITS EXHIBIT A-RESPONSE FOR NA'110:�AL C.001'I?RATIVF CONTRACT llese, requiretnentS aiv incorporated iinio and arc considered an integraJ part of this R17T. O-KNJA Partnem iTserves the right to dote vmjno wheft r or not to mako the ( Minkel, Agi,�,Ltnciit aw rdcd by the PrinaipaJ J.'rocurement Ageilcy availahle to Partl6pating Public AgLilcies, its its sole and ab-solute discretion, and an.}- party submitting a response to this IU-11 acknowledges than any award. by Elie Principal Procurement Agency docs nU obligate GNINL'i Partners to snake the 4f aster Agrccmcnt avaikble to 1?aAiQ-ipati 11 Pro curelli ll.L Agoilc-ics. 1.2 Marketing, Sales acid 1ldminktrativc Support DUrllig the wrin of the Master Agrccme�rlt (CMN(A Partners intetlds to pnvvide Marketing, saIeq 1111d adl1lini%TitiVe suppoul lu1' SuPPILer pulrsuant to this section that directly promotes the Supplier's products Find serVice* to Participating Public .Agencies fil-Ouch yllulEiplU channels, each designed to promote specific products and scrv.iccs to Public Aurem des on a national hasis. i The OMNIA Panniers marketing tctun will work in conjunction v ids Supplier to pronsote the Master Aglreement to hath existitig Putticipating Public. Agcncics and prospective Public Agencics through channels that may include": A. IN-larlsetillg collRteral (prillt; elV,0tr0nic. pre-Sentatiions) B. W.,ebsitc C. `Trade sllc } s'cunl'cruitcesintootins D, Adwrtising E. Social Media The O NIA Partners sales teams will work ill conjunction Stith Supplier to promote the Master Agreenlerlt to hath existing Participating Public Agencies and prospec-tivc { Public-/�gcnc-ies through inzfiaives that inay include; A, individual snh,& calls B. Joint sales caUs .. (]Ell]17U1Ii i�liOl Sr L]StOPTII'r scruloe # a D. Training sessions for Public Agency learns F Training sessions for Supplier teams # The ONrNIA Partners contracting teams WiN Work in c-onjul1CJ011 With Supplier LO promote the Master Agreement to hcnth exiAing PatticiEpating Public Agcncics and i prospec€.ivc Public Agencies tl>tough: A. Serving as the subject halter expert lbjr quoSUc)nS regarding joint powers � authority and sutw, statumcs and regulations.for cooperati ve.pure-liaising B. "Training sessions for PubIiic Agency teams C. TrRinitr SCS-cions for Supplier We UIIS D Regular business reviews to nlonitor progratn success F, (ieneml contract administration Suppliers w-✓v ivquircd to pay an ilclnlinistrative fee of 3.0% of the grezter of the Contract Sales under the 'Master A reetmert and Guaranteed Contract Salos under this Xequest liar Proposal. Su ppiior v-Jll be required to cxooume the ON{LNIA Nitners .Admitristralion Agreement(Exhibit 13). Requirements far National Cooperative Contract Page 10 of 44 Page 317 of 909 [3M1NIA PART'S KIZS EXHIBITS T.XMBTT A-RESPONSE FOR NNY10NAL.COOPERATIVE CONTRACT 1.3 Egtiinnted Volume The dollar volume purchased under the Ma,.L-jr Agrcemcat is estimated to be. approxinr ately $100 nlillion annually. While no minimum vOlUtile is gL1RMI LtA to upplior, Lhc estimated mnua.l volume is projoctcd based on the ctjrx:ent annual volumes among the Prinoipal Procurement Agency, other Participatiise Public Agencies that are anticipated m utilize Cho resulting Master Agreement to he made wt ailable to Chcm through {AMNIA Partners, Lind volume growth into other Public Agencies through a coordinated markeLhia approach between SLIpPULT f111d ON4NT A PLutners, L4 award Bashi 1"he basis of any Gojitvua anvard resulting fom tlliti RFP matte by Principal Procurement Agency ��ill, at ONTNTA Partners option. be the basis of kLww-d on a Mtion it leYO1 LhrOuglt ON-LNIA I'afUe-rs, If multiple Suppliers arc awardcd by � Princ-ipal Procurement Agency under the N-Lasmr Agreement, those. same. Suppljcn will be required to extend the Master Agjxtcment too Palicipating Public .Agencies tluough Cliv-NTA ParLners, Utilization of the ;-'faster Agreement by Participating Public Agencies will he at ilio disoivLion of the individual Participating Public Agency, Certain terms of the Master Agreement specflhi dly applicable to the Principal Procurement Agency = subject to modification for each Participating Public Agency as Supplier. such Participating Public Agcacv and OMNIA Partners shall agree. NrLioipaCing Agencies may Nquest to enter iiltc) a separate supplcmental aglvement to further dofimxe the level of sei vico n'quirements Over aild above the minimum delmcd in the Master Agreement (i.e, invoice requirements, order requirements, specialized delivety, diversity requirements ,such Ets millorhy Lind ; wom Liu owned businesses, lustork. iJ I underuLili AA business. governing lave, etc.). It shall be the regpomihility of the Supplier to comply, when applicable, �%iLh Cho pre vajIing vvagcc legislation bi effect in the jurisdiction of the Participating Agency. It shall Eirther he the resgxwsibiflay of the Su1)plier to rnmiiLor the prevEd11ng }rage rirLes as cstablrshed by the appropriate department of labor for any increase in rates during die. tern, cif' this contyact and adjust }wage mtew aceordingl . y � su}} lL-MenUtl agreement developed aw a result of the N'l�jster Agreement is cxclu5jvely hetween the ParlIcipating Agency aild the Supplier (Contract Sales arc reported to ONLNIA Partners). Objeetivos of Cooperative 1"rogram This 810.1 is intended to achieve the follow-inLT objectives regarding availability through OMNIA Parmeefs' cooperative pl-ogm-n-, A, Provide a comprehensive competitively solicited and awarded national agrecincnt ol'Jcring the Products covered by this solioitatian to Participaing Public Agencies; B. EstabAsh the Master Agre.eixaent as the Supplier's primary go to market strategy+ to Public Agencies nationwide; _ Achieve cost savings for Supplier and Public Agencies through a single. solicitation process that will 1�educc the Supplier's need to respond Lo multiple sc}IicitaLions and Public Agencies need to collducl their own solicitation process; D. Combine the €lggregate purchasing volumes of Participating l'ubI is Agencies to aclxieve cost C5eciiVc Pricing. . Requirements for National Cooperative Contract Page 11 of 44 Page 318 of 909 OVINIA PARTNERS EX]l.lRYP EXHIBIT_1-RESPONSE FOR NATiCN+IAL COUPELC?i'1'1' E CO�TRACT 2.1 J�KI't2FSE T�,TIO S -ND COV'ENA TS { As a condition to Supplier entering into the Master Agrccain,nt,which v�ouId he availalble Lo all PLLblic Ag-cncios` Suppliev must.mak, ccrtaiii representaxtims, � arrmties and covcnauits to both the Principal Procurem.e l A envy and OVNIA Partners designed to vmsurL the success of the Master,agreement Fbjr all Participating Publ is Agencies as }-vc11 as the Supplies-, 2.2 Corporate Commitment Su1)plier coinmi Ls that (1) the Master Aga)eemenL 11mrocciv.cd all necessalry c-orporate autlioriz.ations and support of the ulrPli:cr's cxccutive iTUNTgement, (2) the Masicr Agreement is Supplier's primary "go to market" slraL-gy For Public Agencies, (3)the Mastcir Agreotnent � ill he p1-omoLod to all Public agencies, iiticluding t`it]y existing customers, and -Su pplior will trmskioil existivg cListomcrs. upon their request, to the N'laslcr Agree»3ent, and {4) that diLc Supplies- has read and agrees to the terms and conditions ofthc Administration Agreement with O-MNIA Partners and Will e ecutc such agzreelrrenL concurrent with and ars a Gondition of its cxccution of the arta Aer Agivcmcat with the T}rincipal Procurement Agency. Supplier will idctitif an executive Gurporatc sponsor and a separate natioltal account manager N,vitllin the RFP response that will he responsible for tho ovora,ll maylagetnent of tho Master .A�reem erf 1, 3 Pricing Commitmel)t i 1 Supplier commits the not-to-exceed prichig pi�oc,idcd under the Agirement pricing is its 10WSt WVlii]alble (111ct to buyer) to 11tiblic Agencies natiottwidc and , rurther colnl>71�s th.1t if a Falticipiting Public Agcnc.y is eligible fol, lmver pricing througli a stational, Nmte, regional or local oa• cooperative oonU-act. the Supplier will match such lower pricing; to than Participating Public Agency utlder rbc Master Ap rc cmont. 2.4 Sales Com initmcnt Suprlicr commits to aggressively market tlic 11aster Agreement as its go to markd strategy in this dclmcd s, c-tor and that its sales force v ill be trained, engaged an,d ' co mmittcd to offering the 11fw[or Agn-,=-nt to :Public Agencks through ONINIA Partners nationwide. Suppher cornruits that all 1v1astcr Agreenxem sales will he ttcmeuratcly acid tilnely reliorted to ONINL% Partners in Eic.00rdamc cvlth the OMNIA Partners Administra[ion Ag eiment. Supplier alLsL commits its sales f i e will he compensawd, including sales 711c 11#14 5, for sales to Public 1lgcncics under the Masmor AgiTeinenL in a coasistont or better mailnor compared to sales to Public Agellicies if the SuppJier evere not a}-varded the Fvlalster Agreement. .1 SUPPLTER RESPONSE Supplier must s3l,Lpply the following information in oMcir j.'or the Principal Provurement ,agency to determine Supplkr's qu0itiURd011s to extend the resulting TVfRster Agrcomcnt to Participating Ptiblic A gellcies tltirough Ole N1A Partners. l Requirements for National Cooperative Contract Page 12 of 44 Page 319 of 909 [_NINIA 1'AW.I'NERS EXHIBIT G" IR T-XF17BIT A-RESPONSE lYllt:N YMON AT,COOPFRATTVE CONT1LACT rirrar A. Brief history arld description ol'Supplier. I-'car over 90 years, Graingcr has remained co117rnitLed to helping i rife siLanLllti kovp their operatioiu running FORTUNE acid their pcoplc safe b - q3 iiag ahead 01 cLusttrrrYer ORLryLJal��]+ MOST needs. As 1 ofth America's lading broad line maintoatartce, repzir rttald operating (MRO) Products dislAbutor, xidh Operatioals also in E'umpe, Asia and ADMIRED Latin Americta, Grainger's advLintagcd supply chairx COMPANIES } 11L-m,ork suj ports multicluaael offerings including br.%iches, eC ommt-j'ce chaatnels and comprehensive. iplvt altory mmnagoment. With cLusLcrncrs the eentm.1 focus alld continued commitment to innovation, Grahiger embraces iN responsibilitics to its customers, members. -sharcholdcrs and the communities it 5vrves- I W.W. Grainger. Inc., [bunded in 1927, Nvas incorporatecl ill the State of Illinois ire '1928. Grainger is ♦a publicly Jleld 500 company with shares traded on the Now York Stock Exchange (NYSE). Graiaiger's capa[AitieN inc]ude; � ► A strategic US distribution network of 250 branches and 14 distribution Cent-Xrs *LCppnv inn- Elio City of Tucson and OIrlb IA Members An e.,dcnsive product line, now mem-, than 1.7 miIIlon products and over. '. `61.3 billion.o-Foot-haatcl iarvcntory to meet agency req uiremerits & 95% of customors receive next day pi7oGct delivory, 99.6% of in-stock ordea's ur-, gbipped within 24 hours Proven expcvIence in ncpotiating and h-RpJementiiig multi-state, complex nationwide c co mrd otti. # B. Total numbc� r aiid for ation of xales mesons employ ccd by S41ppJ ier, While Gr6jiger bas over 3,800 experienced sales persons, colitrnry W indLust7y non-w;, Grainger:'s 564 Government fnsi& and Outside Sales Staff are solliJy dedicated to the- public sector market. Through rill 50 state*, the District of C'014mhiia and US 'Territories, this govrumettt-dedicated sales team Understands specific customor challonges and drives overall savblgs in procuring j products. f Requirements for National CoopEirative Contract Page 13 of 44 Page 320 of 909 ONMIA PARTNERS EXHIBITS GRAZIMR, EXHIBITA-AFSPONSE FOR NATTONAL C00MUTIVE CONTRACT MI "Lam—atz"VERIlm The fo I liD w i 1)g chart rppresell tw rhe clo V�'Ttll'Acnt Sellel-S, location per sate, t j; Alabama 10 Louisiana 8 Ohio 14 Alaska Maine -5 OKlahoma Ari7ona 13 Marvl8rTd 15 Oregnn LL 4 18 cal 'trli�i w.7 1 Michigan 10 kburl6 island 3 C6101AQ 12 Wiric'' 6h. 4 . South'Caro'lin'a 1 0 Miss issippl 2 9outVt Dakota 2 Florldn V. Monlarin 1 Towns 5p Gqtxgl� 19 Nebmul* .2 U 4 7 tp 11 Novada 4 Vei-mut 1 Iduh0 I NON Ha,MPA lk� a ��qW[?- 215. Illinois 34 New Jersey 15 Washington 15 ImIlpo'l . - . 4 N&Y.Mlekj6l) 6' W"tVfrg[nl6 I. 1 0 New York --41 T/I-$Q0FlSfll .13 Kia nLop, 4 Norlh'Cirolfna- 16 Ey ralL Kentucky 4 North Dakota i DIrMot of Columbia T T 5 Grainger's Government o-v of Mamh 2019. C. NUTnbejL turd location of support. centers (if �pplieabfc) and location of corporate otTiQ.ff,. Cimingerl s corporate headq Ll allM, is located in Lake Fonm L, IL Graing,cr's strucgk branch network ju(.'-Iudn- 250 branches geographically located to provide QpllveIliolll support to our oustomers, Each bmilcJl carries on Eiverago $1 million in inventory within) 23,000 squarc feet and is managed by an average of 13 erop[oytes,, Plc4u see Exhlbil -1 Grainger US Branch Lacafionv which provi&s. address hiformation. Addifionally_ Grainger has three costumer cxmlict centers which support cvier 2.000 CIKAOI-MM' SLLI)J)c)j,L Associaws. These contact cantors are loented in Janesville, Wisconsin, Wateilo*, lowK ftnd Phoenix, Arj7oua. Gming(-r contact r,enters ztre EivEiihiblo 24 hours a day, 7 days a wetic io assist our endo, M throu g1l pflonc, c1lat and 0mai 1. Requirements for NatiGnal Cooperative Contract Page 14 of 44 Page 321 of 909 OMNIAPA[d'I'NERS EXHIBITS GRAM", EXI BiT A-RESPONSE FUR N-11'IONAT:COOPERATIVE[:UN' ICWT 114 D. Annual sales for [ho three previous fiscal yours. iiraingor's annual sales for tbe pi vioLis threc fiscal yew's; 2016: $10,137,204,000 ° 2017: S 10,424,85 8,00 0 1 2018: 511. [,200,000,000 Previous 3 YearsAnnual Sales $11.2 0 w X1014 M Total sales � ----'- ---- c i $10.2 $,3.5 i t 2016 2017 2018 I 3 I FI SLLbinit FEIN slid Dun & Rra6Lreet report. FEIN: 36-1150280 D&B: 005-10-3494 J.". Dte�crihu airy green or environmental initlalives or poli6es- v Gi]ain cr ,vorks to 1711}]C]�+L] enviro11mentJ ��Ca kw + DP- perforuiunce across our supplier% operminns �aln�d - '��.. c N4ERRAK . � a ]Ss Ej3 �'r customers. We partner v��iLh third pazly kOil]JSIRX41{LL5.`AWY{WI+ ✓.:k: Inaiit#aEned sustainahilky organizations, such as l}rc CDP the A CDP } )Blz Executiv(,- ;:k< ,,.w. noratoa {lcxr«erl} l }ouu tis the Carbon Disclosure 1 ry ect , il�e Grecli i{ ilire o yearset. yorlc, the U.S. Enviromnewal Protection Acne , SmarffaylV Prosmnn, UL };t?.x •_f; ill a row inn. and the U,S, 0reen Building Council to hell) u5 Ell ign our investi-nents with stakchol€ler ,#� expectations. Our gre n and on ironniental initimivv,-� include. € 4, Operations.- 'e lbetis efforts where we have, the most infiuencc. Grainger's Dhi tribtition Centers account for 38 rig q' percent of c»ar r�i}ei�tioits turd M11l incre�ise its ���c o ��an€l � T�e ett", service €)[yerings. We monitm- energy consumption and iP.F.UcrrtXl.n W—IXroupb c7 NaLYOJnvi9rl lillprove Our greeli-enemy-mix stistaina bjkJ Solutions to �I-:IIuYI fSe'MLi incre�xse e[yioleney and utilize rene- v+ible energy. We invest in onsite renewable f Requirements for National Cooperative Contract Page 16 of 44 Page 322 of 909 OMNIA PARTNERS EXHIBUS GRAMENGER TXT TRTT A-WESPONSE FOR NATiONAL COOPERIVI'lVE,CONTRACT Wil energy, purclna�;e reiiewahlu energy oi-edits and gi7ccn tariffs. PnoducAs. Gminger, rovidos customers )viitb the products they need to keep their businesses running over the €cmg terns, WO W'Orlc tri undcrstamd hov,� these products affect the eavil:ommeait. Customers increasingJ y ivgl Les,L e11vir0jime11ttklIy preferable products (EPP). Our EPP portfolio helps custom(,-rs anaiixt�flii sustainable facilities dwaUgh efficieztt. energy mankigornenL. wager conservation, Nto vc-duction and air-quality improw,=,nt. The tjrainger H"11 portfolio includes riiwe than 114,000 SKU%, 2.6 EPP pioduct ce t'Llioations acid 4.6 EPP product attribtitcB. ]"he portfolio spans in.ore than 600 brands across 672 product c�JtegorieS, NJTG Lha31 15% 01' Gcain cr suppliers offcr products featured within. our TEPP poilfolicp. Iior a product to l)e classified aw 0 iiM1111 enLall* pi clerablc it mast maintain one or more oiivironmcntdly prcfernble attributes or third-party c;ei'til ntion5 such Its Water ense5, ENERGY STAR-91 or Gx(,,i Seal. Our suppliers infon'n Citaijiger of the product certifications and attributes the praduvits may carry. An indepejtdent 3rd Parte, Underwriters Laboratory Inc. (UL Hiivironrnent), verifies die via.biJity of the. certification or avibute cNim . Grainger works }with UL Inn, to ensure that the most current certiificatimn and attribute o])tiowi are identi Pied. Tho City of Tucson axed OMNIA ]17omht� rs omn easily identify ewirckrimemally prellerable products on Graingcncorn by searclii.ng for products with rear Loaf jQon. This indicates that the select product has a UL validated corritication andlcr attribute. On Graiuger,cc}m } n7eml er.9 cxn i Jter iny product sektrch results tovie%v env 1 mimiental ly preferable Options, Grainger EPP Par ti'oHo -Product Gertiiic€rlions &Certificatioji Bodies; i X716. piofffi M41 ' 4rdn►neMep CCGI�9¢, GreenGueN. € � Eefo4Yasle'lo Pmducl. ' '019�1LYr. (=.flGQgy+S14� Gad i3O or FSGiiky oeetalsu n 1 9daG�n 'SG9.fndoor C.erh7wd F]u'slelnable 41'aSnr6errse SofCr pihk��r Or4dh Sbnl eemoafree � I Adts�lege lS�rha�ed �rllralloe rl}� i FPrasl SMART f¢SF 11L0 511qq 11,1,0LC NE;k1A EnErgM . 8 s ihlp Co illcd CeriHlod Prc f. -�iln9 P, 1,1' Frenliw► Awes i E2ooe�rAkilPkk'eVdC�91�r4 7 HVI prPdt el dnslCu4e 9RiOre on, rih�Fe1 f}1rx k �h10 Cehitled l el Lla6ed Regmenartle Grainge�''s env iron menLaIly pre rrod product por€folio is featured on the Green Resources landing page oai Grainger,coin. f Requirements for National Cooperative Contract Page 16 of 44 Page 323 of 909 OMENTA PARTIVT'.RS EXMBTTS GRAINGER, VXJTTRTT A-RR.SPO SV FOR NXIIONAL Coon-Rxir -E coNw ACT j irrjr Environmental. Services: Grid ngur >L.,ighting Solutions (GLS) and C'rrainger Enorgy Serviceti (QRS) provide a Network of rlm lifik-d, inHLLred rxrld licensed service providers to Lip idcntii� and faciliutw energy savings projects. I,`.plkifmi HVAC Molorwilier r Retmrll8 64'aiuieIIdIIt;e &D;;7e Cuiia;er.mtiam &Llpa odes ML0P(I lUS 4powd"s Up1jraams Steam Systom EIGCIrYCL%aI1lclG Compro"I[I AIr. OwI l Culluuiivj` fly A55es9P0e05i chnoinflStlian SY9t6fflSlWies& SNIZIMM�ifAwles& 1lppra�kx I#��Exrra'_;W�� �lpyft4dH� lSp��lrrlolr.5 Coin prcbensiv� Services 'Include: Multiple Energy and Water• Sa-ving solutions Audit and Fil].111Cial Ankdysil Maleria1, C,uiit'iMr axial Praject Mariagt Trent � Installation by Qualiflod, ln.surcd and Licensed Scrivce Partliers indenti-I!oaitc>n of AppIic.ahle Tnc:enHvos and Rebates Disposal and Recycling i For r>nr>re i>,>.formaflion visit the G rainger E.ne>:n Services lanain.g purge on Grainger.com. Hazardous )I_Zecycling Senices: Grainger's recycling services solve the disposal of env ironnteliml ly l a7vdoLit4 b L0hs. dry batted o. and balIwits . I. Regehible Kit&. Speciilized reoyclhig kits Bor lluolx:scent lamps, bullasv, or dry batteries, provideE, a turnkey se�,ice For one gill-inclusive price, For larger volume needs, Grainger ofbis hull: pick-up. We will custom design # progr4tn that works foo you, This service kimps, ballasts, batteries, elcetronies, and mereury. f i L'ach kit includes: i # Special UN/D0T appxnved container + Pre-printed h1bel With inwta'LlctiOn5 Toll-free n>.mbcr for pielcl.>ip • Certificate of recl€tniation 2.. Grainger 13rancli Programs: Grainger offers Qustoaxles oppoiltlnity to dcpoAt recyclable itom" in Collection bo es Cbi� no additional diarge ixi Grainger branches trough our parLnership with. EnviroLigri spccializccl rec��clil�g services. 3, Additional Supplier Based Program,: Cil{Ginger works wiLb key suppliers to provide the following no-fee and fee-based programs, • C;rainger offers recycling kits availablc for purchase on Graingeim orn BOT m.aay itelrls provided by FV FRHCil17S, RECYCL KPAK & x Requirements for National Cooperative Contract Page 17 of 44 Page 324 of 909 OMNIA PARTNE 118 EX I-I:113VI'S G AINGE n EX111131T.4-RTSiPONSF.FOR NAT]ONAL COOPLRtsiTIVE CONTRACT rrijr SUJ'PLYPAK. Details and kit spc6fications Qml he obtained by entering the searclx terns"recycling ki(,;" on Cra.ingcr,com, a Gcorgia-Pacific's (GP) Dispenscr Rdbjn Dish, Recycl(,-, R-,kise .KKK Prugr'ain PI oOvldcs a no-clirta'ge ejad of life solution Jbr old paper towel and whet paper GP removes. old dispenticrs tnrd UCLISes C(]]11porients In r77anuqretuTing ri ow prod uc[s. Dispensers arc picked ul) at the end user's location, + Gt!orgia-Pacilic;provides a ixo r.Nu-ga service to reduce the nurnboi•of batteries ire IZ31 1IIli in pkillnorsltip with CALL2Rl-CYQLE'. 7.hrougb this service, boxes are provided to customers fir collect€oii of used batteries. Boxe,, aru picked up at thc� facility and aiew boxes proviJed for continued collection and environmental d€sposition, # GOJO will ccoordinate rezxaoval, tTaiis;p }i'L and su&Lgi tblc disposal of old lurid scram and sanitizer dispenser materials when r.ompleLing a GOJO man4ged disperser installation project. 3 • For Members Milixing LOCTITEZ Ancrobics or flight Cure 3 Technologies, B-,nkel of:ifer% �i sah&on to help Incet rceyeling goals and recycele items that were prcvlously icon-recyclable, T}rotigh U pa1t11crsl1ip with rF,,.r,,C.Y,j,fTO, boxes can be pui hased enabling a convenient return shipping and recycling. 0 SWIQy 13hwk & Dockor offers a no-charge end of life s�luticrn Bov a 1 I; L1", 13JACTUDECKER ST.,kNLEY TOOLS & f3OSTITOXX bran&. • TyvA , Prowotive Apparel can be recycled through DLIPOJtt's Rccycling Program. Gra inger'is Mid-Stre2in I1tility Rc;lbato Pro ram. For the City of Tucson and OMNIA lvXtmht N in ellbible zip codes. Gminger ideaitities utility m.batos app]ieablo to LUD Lighting and sinriILu-.prOj=S. r {i_ Dewl'ihe any diversit3, programs or partneri supplier does business with and how Participating Agencies may lose divcrsc paruxers thr OLLgb the Master gr'eenerrt. lndicatc how, if at all, pricing Gran es whoin using dw diversity program, Crauiger €ias t�vc) cc»v }programs promoting diversity, in both progi-erns, all pricing is accessible and providod in this Master Agrecinont. l Requirements for National Cooperative Contract Page 18 of 44 Page 325 of 909 I IN.1A PARTNU16 EXHIBITS GRAM , EXI:U131'1'A-RES PONS-E, FOR NAT[ONILCOOPERATIVE CONTRACT Jill The programs are; 1. Tier II: Grainger',i Supplier Diversity Program . 'Tier fi Distributor Allimice Program Grainger's Tier 11 Supplier Diversity Program XJ Supplier Divclsit-- l'rognun ATords ti,t! Cite of Tucson and OM NIA M(�j nbcrs access to diverse manufactunrs �iutd stipplier� through our caLalogS and disLribLIL1011 ,+ olumneJs. StarLed in 1999, Cn"iaingcCs. Supplier Diversity [}rognim is desigm--d to gl'oW Lhis sector Of the ccanolaayV While,helI)Ing cugomers get tlieir_jAs clone with duality pr-}ductS frons Diverse Business F 11terpriscs (D]IEL,). I Cmbiger's Tier 11 Supplier Diversity program inchides over 270 DBEs, and ofiTcrs more titan 91.,000 items across 1610= product categc}ries, Grainger also offers products from over 20100 Sinull Business Enterprises (S111=.$), oflering more ' than 300,000 products. The model allows DBEs to concentrate oil whM Lbey+ do I)esL and lease tJie logistics and distribution oftheivpl+oducts to Clraiinger, Gra, istgct's Tier TI Supplier DivursiLy Program provides Members access to DB prr)duots through gall of our ordering methods (Grainger-coin, Redbook Catalog, phone, fax, walk-in, etc.), and distribution ehannel,s. Graiinger's customers benefit frorn cine-stop shopping. Registered suppliers are audited mondily to maintain active supplier diversity c-,j-tifieates. Supplier diversity reporting avaHable upon request. Products fr"Orn diverse J}USlRt-54CS are feflturffd on Graingg i-.cujn: # proGets from diverse nsan>afactus rs [Lod suppliers a� ¢ idt,ntified oil Orainger'w website and within our catulog and index wiith the dives`sity symboJ to die right. 6 C'ustonj.ea-s call locate the ()-flerillg fron., diverse suppliers by , ,irching"Sulpplier Diivcrsity" ou Graingcncorn. * Additionally, customers caal Biter on the left-sidebai- by "Supplier s s 1:)iversify" while se�rrQhing on Cminge3.cr�lti. Supplier" rrcruftTnent is cantznuous at (3raj3x5'er. Our company wcbsite Includes a link to the supplier"diversity regkM7atit)n poral. Cer[ified businev Qs that rcgister arc availabJe i"or referrals to purchasing officers when PrOdLIci review, UT, or Spot bity[118 ol)Porf LIlidcs occur. tv 1'Jn cr includes DBL-:s h] niov,ting unigtiie product reyuircnncnts through Gra.iliger's Sourcing program, if products ars Ilut cuu"rently availab.le iia raingcr's general catalog. In 2018, 180 T)B s, and 17010 SBEs particlp�Led in Cjrainger°s Sourcing pay}gram. Grainger promotes the number a products ac-quired frorn diverse companies in several ,,,qLy$. Ciraiuger is a corporate line sber of the Wome,n's BWdni�gs Ei- rprise 1 akwal Council (W13ENQ and has been a me-,mbev of Lhc National LGBT C.hainbcr of Commerce (NGLCC) since 2014, Crrainger part]cip4Le~, ill numorons confer"enccs and sea.1ainum to assist ciivcwrse busjnv,w yes to further f Requirements for National Cooperative Contract Page 19 of 44 Page 326 of 909 OTVf IA PARTNERS R 'HTBT'Y'S MAINGER, MIX 511 A-MESPONSL FOR NATIONAL C001'kIRA'>_`IVY,COINTRAC:T MIA establish or strengthen themsc4ves. Uxaingea-'s Portal invites diverse suppliers to consider dolltj� business with GrainFev. Graingcr pursuos outreach opportunities with divcrse organizations to understand their member offerillipi and Lo prckmoto, oppor(unitles ,;'Ith Grainger. Tliese inc lode the following; ■ National Minority SLipp lierDevelopmoil tCouncil (Nlv1SDC) • omen's Business Entcrpriso Xaiional Council (WBEINQ ■ Small )3tlsiness Admiz)is#.ration (S)I.A) • Natio nRI Gay and llesbian Chap-rlher o['Gommcrcc (NGLCG) Veteran Owned Businesses + �rrctertLn ,4ssc�ciLrticm� Grainger's Tier I Distributor Alliance Program I C sing('r's Diseibutor AlllariQe Pr)gr#nn reg)orlds to coporato and overnrrl t regulatory and policy 17ecluire111cats as to buying MRC) goods and services from Viverse Busiliess Enterprises(DBEs), ! I Since 2006.the Distibutor A 11iancc (DA) Program has hell)ed customers support ! DBF,s while consolidating MRO pwQha i. {fiver 50 DA DBE resell the entil - 1.7 million products offbred by Grainger and provide services to customers with procuz,E�mvmt goul� to cupporl shall husinl,sses and provide empk ymelat opportunities to women, minority and vetzran-owrked bijsblQs:se5- 'l.'lie ISA DBL? is one of (lie many points of contact for the custojncr, including Grainger hmi11e58 rnailagers Who mentor T)BF% alxd act as a liaison an-komg Grainger, the } end custon7cr and the DA DBL. i 11 e monitor oach DBE's perrornnanccc with a monthly balanced scorccard. We provide feedback and ofTer ussi%Unce in pt-rfbji-nanoo areas where improvement is accdcd. We seek to providc meaningful focus in pragmatic areashere. I efficiency can be pined and efleuiveness can he ilnprovnd. � Grainger's Distributor Alliance is also a monbcr of the National Millority Supplief- DeveIopment CounciI and supports several NMSDC Rj-'giofW Councils. We Lira oorporiole iriolnhun of the NI-roman's Business Enterprise Notional � Counch. Wc rrcrillt diverse suppliers for line review a17d custoincr proposal L}l}POALulZtles by purLicipating in M/WBE Business Opportunity Fairy; and ether events that support M/WBE businesses. H. Describe any historically undoruf[Ered business certifications stipplkr holds and the =6f} rg agen.cy. This xray include business enterprises such as minoriLy and w.omen ow.ned, small or disadvantaged, disable vctcrans, ctc. Grainger is a large business. f Req uirements far National Coopemtive Contract Page 20 of 44 Page 327 of 909 OMNIA PART1. E RS )CXIM311 S i RAl1 ME EXHJLBJ T A-I&SPONSE i'OR-S ATIONAL COOPEPLITIVL CONTRACT a PAr T. Describe how supplier differentiates itsel I"1'rorn its competitors, f In addition to 0,ainger'w product. breadth and wpply rAain strength as previously stared, Grainger understauids the cNdleligos public sector ageaiJes face in cal-l"ying ouL responsibilities, We compreheald the appropriations and budget cycles that provide agency funding kind the procrlre,-mel.xt procedures agencia. nlust 110110nV Iiu' coinpetitivc and transparent purchasil7g. Oil own pros-cdures and systems are designed Anel ilY1pl01`nCn1Cd to fulfill these requirements. Grainger Sales and Team mccnibers receive annual LAhics and comphalice training fbQ wQd ' on the goveminunt sector, I Graingoi, Gov-cimme t. Sales Teare member- tiro; dedicawd solely to the public sector. Beyond understanding the challcnges noted above, the ckvernlnent Team has insight to goveninent-oriented products and services and brkng gretiwr expertise Auld availability to die customor. 1"he Government Tcarn has deep understanding of goveivnicill programs addressing siinEdl bu�,n,es,i uppormnives and prurnoting onVironlTmontal products. I T, Deweribe any present or past litigation, bankruptcy or reorganization involving supplier, NY'.-4'. Cir singer. Inc. is a publicly held Qomp�uly with over 25,750 employees, numerous Jocatiolxs, h1VOlved in inic national opel7atiouv,, aild is party to thousands of contracts and cth.er.relationship%. Fvom tune to tune the Company is involved in variouq other legal and administrative proceedings that are incidental to its business, including Mated in product liability, general n.egligealc e, contract disputes, e.nvii\nnnncntal issues, wage #uld 11OUr laws, inwllectuai proporty, employment praf:tkc ,�, regulallory coinpliaiwe or other matters and actions. brought by employees, consupners, colltpctitors, suppliers or go,,,crnmental M EX government meat contractor Selling. to fe(4-11d. "Ute kind lc)c�ll g,)ernmelital entities, Clic Company is also subject to govcrmmcntal or regulatory inquiries ur audiN oi, ntltcr proceedings, including these rekited to pricilig colapl ialrco. It is not expected thElt the ultirnaEe resolution of aay of these matters w.i11 have, ertht5r i rl di vi dUa I IV or in the aggVgate; a alwerial ktdv erre e1"lest on the Company's consolidated financhil positiol, oi, j•esults of operations. While Grainger camiot provide, you wiIll all uCthc specific inforniatioll you requesi with irespecl to each lawsuit, G vainger alai stale tluiL, Lek the best of its knowledge and bclicf, without conducting exlmusilvc inn-cstigations car inquirle5, there are no knv�uil� that, if' unfavorably concluded #Egainst this company would have a material adverse impact on its fin ail cial condition or a.bii lity to do business, , Felony Corn-iction Notice; Indicate if the supplier a, is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operatcd by anyonc who has been coilviewd of a felony; air c. is owned or operated by tend individual(s) who has been convioted ol" i Requirements for National Cooperative Contract Page 21 of 44 Page 328 of 909 L IMYI'A-RESPONSEPURN-V1IONAL (:OORE,RATIYL CONTRACT alfre a felony tu7d provide the names and convictions. 1. As a pttbIicaUy 11eJd corporation, tliis re.poalizag recluirea-sent is not applicablo. L. Dcsedbe any dcbaimfmm( or suspension actions L%Un against supplier Not applicable as no debartt mt or 4uspeas ion ha been tWJ en against stippl ier A. Describe the furl l line cif producLN fuid sei-vice4 offered by tiuppliOt. Graingcr's proposal encompasses its entire catalog of 1.7 million MHO products and Services covering 32 MRC} cutegurie% kind the: expoi'ti�ie of Graiaiuer einployees, Chir offez•iplg craptures the routine. to specialize'-d M1W product or service; it is supplemetiti:d b�� soorcing proficiencry. The port�Jholio is continually r,-i+anced to meet: evolvirxg Wv tuber deeds. r'mduet� cover the f(flowing categorim Tn addition to the roluironnonU listod in this RFP, Grainger is offering its complete catalog which inclades: Abrasives. Aciliesive , Sealants and Tame, Cloning and Janitorial, Electrical, Electronics, Appliances and 13Mwries, l.iasteners. Meet and Vehicle Mau)tenaulce, l"unliture, T`lc)sphaliity and Food Seiwicc, H AC and Refrigeration, Hardware, Hydraulics, i Lab Supplies. l.Jghting, Lubrication. Machining, Material Htrlxdlizig, Motors, � Off ice Supplies, Outdoor Equipment. Paint. Equipment and Supplies. Plumbing. l'neLlmatli:5; Po er Trkiiiwiission, Porcps, Raw ib9•aleria4;, Reference and Lcarning Supplies, Safety, 5erwrity, Enlergcncy Preparedness, Test InM-ua-ne❑ts, Toc)ls, and Welding, i Services include: Gralner's proposal set-view illustrated below will b�" made available to the City of 'Yuosoai maid .Participating Agencios, aiad OVINIA iviemb-ors inClUdc' Competitive Price Off-r + Ma seting, Administfati ,-, Sales Suppoit sourcing oftare Pulwb-otit Cap abifity Installation. Repair, Maintcnwicc & Turnkcy Solutions & Services Tin verltory 801LGti011'3 s177Ell I J3usinew"pro rain C�a�er� 15ustfli�x�lbility T�rc�gr�►�xss Trainiug & Education Customer Suppori Services Gluier services offered: 1, Snf ty Jin-Field SpecialiA A-wsessmenk 2. Online Solution Center i+ Requirements for National Cooperative Contract Page 22 of 44 Page 329 of 909 ON IA PAREN FY S 1fXHIBITS GRAMER, Ei , 1EXHIB1T A-RESPONSE FOR N hTIONAL C.'OOP RATIVE CON HA.CT ; t 3, KeepStock Inventory Managernvw Solut10115 a. Vi-,ndor-Managed Solutions b. ustomcr-M,aIagEd Solutions 4, C'onsult.io)g Servitccs 5. Cimingers I-ootwear PrograIII fl. Shoelilobilc Solution 6. Emergeicy Preparedness Scliices 7. Keep,S Luck FE;c Based Solutions €E, Mailagvd MRC) b, eep tof* QrganiLo 8, Safety Services and'fechnioal Training 9. Energy er�+ices 1 . I.,iKIlLing Solices l 1. J aeility erxrices i J2. Custom Product Cezlter .s new serviceF, become availrible, Grainger will ailtomatically- Inalce thein available for all Participating Agencies and OMNIA -Members. � B. Describe how supplier proposes to distribuLe the products.`serviov, ; nfli.ion,wide. hic-lude ally slaws whcre products kind sorviecs will not be ofJ~ered udder the Mastcr Agreement, including U,S, Terri tori es and Outlying Areas. Grainge.v's company owned supply chain makes illventary available to custcalti:rs on a jllst-time-time basis, Grainger branchos and DCs tailor hivenlory to Ml -, ber lomtion demands to ensure product is avaiJable Tor iminediate pick- up, Sarno-day shlpilnent or same-day delivbiy- Products and services at� o(T-l;red thirougliow the U11€t>ud States,the,DkAcl of Co and US Tcrritaries. (arainger ships in stock items oji the same day 96% of the lime when the order is recciv-M by 4;00 p.m. Iocal time. Using c'0111inOrcial carrier-s, customers mceiV0 � rnoSt wl,iprncnts the follo'vErlg hLE41ness day. Graijiger fulfills 95'0 of orders %? ichlli 2' se's ice day q, and 99% within 3 &ys. Grainger uses locid dclivery sources, s Such as niessel er services cr oommoli carriicrs, for ejuergency dc]i��cries. As to services. Grainger teams and its supplier% help customc� rs manage inventofy. pl'nvlde ,Eillety and onsite tl~tWing, ijnplement elaergy elliclencles, suswin4ble programs and facility irnprcvcments by ensuring they are presezlted ' ilu: right se.rvEces to erLiiance dicir openitlons and create efficiejwie4. . TdellLify all other companies that will be inyolvcd hi processing; handling or shipping the producisiservice to the eiid user. Grainger teLun members process all orders for end users, including assistaalce Provided by our contact celtters. Grainger engages third pai-ty carrier comp4nieti to deliver orders to o uv customers, So>nae third party suppliers or n1 all 0facturcrs l Requirements for National Cooperative Contract Page 23 of 44 Page 330 of 909 011NIA PART ERS EXHIBITS AUMr 1 I11DITA-RiSSPON SE FOR NATTONALCOOPRRATTVEC:{INTjucr JPJ(1 III ay sllip product direct til (iraingcr cusLomers. 1), Provide elle numl)er, size Lind locaiion of Supplier's distribution facilities, w.archouscs and 'ctail ncmwk as applicable. CiraingeF's logistic uemork includes 250 brimeh locations and 14 diAritnitim Cer►Lers (DC:s), Graingcr's over $1.3 biIHoln 111 oii-hx iki d 11 vq� ntory i5 support,ed by #1 network of over 4,2'00 Grainger Ivey suppliers and nlanr,l'acturers, Branch Network- aach of the 250 brmclies carries on ave-T'ige $1 million in ilnvelntoly Witlxin 23,000 square feei aild has nn averago of 13 c jnplcoyees. All branch locations operate Mondfly—Friday, 8a11, — 51,pr1 loQEd tilde. Opening hole's may vary. l3rEllxcll team lnemhers will assist the City of Tucson and OMNIA Members with the following ser�ice�: Consult and advise witli customers based (in heeds earr,11 Auld �0OUpV0dLWLs • Purchase products to ai;quire goods saiiw clay Wi1I-Cal I services -for phone or intcrnot order I o Ma CUAoliner-spt!Cit) ill V011tory �y .kid fl V�kh.. W -ilk Cqaturnpr alk _ I I hr azV 'PrduatiriVniFy- 850(imdn:hartd ihvepkoly: Dock C . *:�ixf9tpri?er.8peci�c�nv�hlary•. . P�hwa{'[�OVMOSKU9 iholimaflto*-belts, �ntr,rece r Q rs;harsd'an .e roteck'on f oiram Fhiwyienle P. 1. :fusg lid �2eFies,tod5a� 'b kkerlesa euaoomera :. with GTdeF aind pick-up t Sa Of t9rTwal Some call and x employee Above Ls a typical Grainger brr nd� design Distribution Centers; Grainger DC's range in size from 35,000 to 1,500,000 milliolt square feet; 5 exceed 1,000,000 squ= feet. Stocking mclre. Lhan 100,000 I Requirements for National Cooperative Contract Page 24 of 44 Page 331 of 909 OMNIA PARTNERS EXHIBITS GRAMMR. L 11LBrI'A-RLSPONSE FOR NATION AL COOPERATIVE CONTRACT Mot of fisc fastest selling products, Grainger", technology s "Lents and equipixlent eiif hle ITIMA cu',(01r1e1'ordear5 Emd brancli inventmy i plcnishlnem to be mot by Cie Ws, Th' Xs ship ordeis directly to Ehc enstoim-r or bMnoh lavation. The following chit pji ovi&� details as to each DC, . •-x �� .k�y?Y�:{'`;�:=' t� .' :_4$,v '�` ` ,c'��_'_ ' � tier�titr;s`711Y-e' W�?�fa�i.�6z;>z;�:�i'ff�{t3 -�,,T-r fC8lxbaS �Ip,ks$ 9 4I,q;0 '1,340JIDU T54,100,00U 266 dmi rivog.isd. I .3mooe ,400{9.30 . 03,490 040. 4402 PiMere*n, CA i _?. O,U U 820,4Q0 coed �MtL�vsRl, MJ �783,Opk t,300,ODLti J _ f 1i3,�40+ .00J _ 6!h _ I f Val'.J20, 7.ipbo 45,'0011' ,$6;100,0W. 7 80 Plymouth,MN So'n0 35.060 - �tS.000,n, � �s 41Ie,1r A T_ 1 S, QO - -uT3;D0 s la,400,040 40' Mira Lompi,(,A 181,000 W,000 $40,400,040 1611 clmlond;W. � 1.34,1 .O 3�{.M0. ��Ir�,600:C14D 218 De11ar-,7X 150' 0 HOMO MA01)r800� 32?�.Tj { Jtacksrra 11 r-L im,010 -2 , 000 IM,4wroo 146 t, upwven, MG 'lv.014 230,000 S:2,8w.000 144 � Low�Iwi�t ;K1 j 74,4Q 1,5130,E U0—_ — r�iy abar�nioroe n who 7�4 . ' f l f� ;;�;•:�. , � '.sus 1 ' *7 y. ? *4f Y, 'a�� r��";CC+k7Tr'��;�f•11 t� �d�'3`e'�-J �3y���" :fit • bomb • Diutrlbu.bn Cerner Grrrirlgcr njuintalrn 250 branch and 14 distribution centers slratc lcally located throaghout all three Government r'e ion.v in the US. Requirements for National Cooperative Contract Page 25 of 44 Page 332 of 909 0,l1.# RTNE16 EXHIBITS EXHIBIT A-RLSPONS-E FOR 1NXF101SiLL.COUPER. TIVE CONTRACT I��rr A. Provide a dcutilcd tlincty-day plan beginning from award date of Lhc Meter Agreement descrihing the strategy to i nmediately implellletlt the lvlaster Agreelncat as supplier's primary go to market strategy for Public Agencies tO NLipp Ii01"S teaill% ]latioil wide. to 1ne Iude, 11UL n o I limited to, U pon av.aiA, Graiingcr evilI tncet with 0s1{NIA Partners to bu ild a colnpruhewlivo ' 90 clLly pIf111 tq llleet tht 0bjOC VeS Of al i.OVO I Vt,d. Cirtlinger's -0aI is to exec-Ute on all initiatives and strategics succcss-ful tinder our curNnt contract and to cnhance el'lnrts. The follovvin,, plans can bo c;ust�)mized to meet ii1divicluL11 �lgezlcy needs cls we contil our successfill rirtnti: lip. Our efforts will be based on actual pLLIVhase histories under the existing City. of Tucsolt AgreenlenL j whir ft rklls cin Iruyillg pate j:ns and product denlaild to htrget needs. Grainger j believes that the unique offering this clantract provides will meet or exceed the j naveds of the Oily of Tucson Lind �'lemher olrlst{l-nle,le,". i, Fxecutive IlInidership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 clays Withili the #int 10 days, OMNIA. w)d Grailager Executive T.Ca&lrskip ;?611 cstabfish initial goals and o61cctives. Grainger Executive Leadership Wi11 Circulate email nodficlittions, voice lnessages and company intrailet messages to Grainger team mcinbcrs announcing the new Mastcr Agroemont. These messages will endorse the new Master Agrceitlent as a visible optioJl for Participating Public Fmities and will highlight its value and belYafiis. Sellers will he equipped with information to position the new 11 Amer Agn ment to promote succews OF our PORtic)JIShip, Scheduling for specific call to actions. items will be communicated to the [fever Me-111 teftlll 0LlLliniilg the fo110 Finn next steps. ii, 'Training and ed><<cfttion of Supplier's natiolial stiles farce vv'ith i participation from the Supplier's cxccrltivc leadership, along with the OMNIA Partners team within first 90 days i In addition to the Projea Schedule detailed Wow, Graingen's 90 duty implelnentation plan includes educating our national overnJmnt Sales � 1i)rce and the ONMN1A Par[ixe3•3 team cm Lhe PrcLtwos and beile-lits of our I neve Master Agreement. The training purl includes has two main phases. Phase 1; Grainger will work with City of"Tucson and OMNIA Partners #calm to develop traiiiiing rnaterl#tI,S to incorporate 11-w bellefitsx products and scrvices provided tinder the new Master Agreement. On]inc traiilijig will be prepared for presentation via delivery tlilough. a Web-fix format on a rogional basis to the national audlenec. The training materil will provide an overview of the new Master Agreenllent and hove die Grainger teaill in emheT5 will deliver service L111d sol 0Oills. Req u!Te ments for National Cooperative Contract Page 26 of 44 Page 333 of 909 0AIEN" 1.'xiWFYIER 14"XIIJUJIS GRAINGER. EXHIBIT A-RL Pt}NSE FOR NATIONAL COOPl+lU'IIVL CONTRACT rjrir Tridning Materials include- � 1. 1�et�rilecl ax+arketia� brochure . Co-brxided one page ctlstonncr-Racing rrlarkedng flyer 3. internal Covaraut Overview PPT Deck fur Grainger training C Update 0A1NIA Paam(-,rs — 1'arll)Uc 4ect)r ).alziding Page witl) City ofTucsort award dc€ails to edLrca€e potential eustomus 5, Fduceing minger Sirle�,Force kis to OMNIA Public Sector values Phase : Training will be rolled out regiojudly, witli cndorsemcent from Gj,ainger and OMNIA Partaters' Public Sector exccutivcc leadership, to all G-rainger and ONI.NIA. llaitrkers' 1'arblic Sector customer-facing employces and phone associates. Graringcr eCojiunerce custoincr sej-vice representatives will participate, in the Liuffiing to ensure Voilsistealcy of i experience In delivering the e-C:ojaimff ce solutions. Otfity w n7s tanned include; Customer Servieo (Call Centers and Blanches), inverrtovy Management, and cthers assaciaated with Q.ovtraect h1w)ch. Tndning wil l be tracked to t iiswre tha l a]I n atiom l sales employees 1)ave successfully completed the training. B. Provide a dotailed ninety-day plan beginning from award date of the Master A reernvent describing the strategy to Market the Magler Agreement to currcmt Participating Public Agcno1c% existing PubLe Agency customers oi' i ullrlier, im as to prospective Public Agenciies nationwide irnmediately upon award, to include, but not limited to: [Gunner's 90 clay plan consists of three phases: F i (coal: Promote and levera c the value of City of 'I'lloson/O N1A Pm-LicFs contract, obtain and sign Affiliation dOcul1lents rind activate contract ierms. l Tlamugh a Grainger°s dedicated Government Sales force, digital marketing and f trade publications, Grainger vAll target ourrent City of Tucson and OMNIA I Partners entities to explain Lhe heneliis of Clio new master agivemeni so each entity can rca.lize the new contract's value. Grainger's Govea7iinent Sales Maanager's will Prk)ritize C1rai11gel-'s curivit City o['Tuown and 01 liA Miner, : i?nt€tics. Grainger will also pursue other entities currently not pard6pating render the City of Tucson and C3WTA Parinerq Qonitj`aut, City of Tucson and 014ILM A.Partners ImplementatioD Kick-off Gntingcr Resources: Grainger Leadership Team, OMNIA Sales Team, Goverammt Salcs Managers. Account Managers. Account Relationship Maailaagers, Customer Service, Covporate Coinmunicaitioiis Team, Marketing Team Requirements for National Cooperative Contract Page 27 of 44 Page 334 of 909 O'NINIA J13/VR'Jr FRS EX.11a.1.131T EXHIBIT A-RESPONSE FOR NATIONAL COOPLILiTIVE COMILIC.''1' flat {;r€iin.ger/1.e.(inns • Conduct- national €ind regional conforence calls internally with Grainger Fwcutive% providing the details of the City of Tuosonr'01 fi "'IA Paruiei� Public Sector agieelrlcnt and hnplclncntation p1ai1, Th' - age-,ii& includes an overvic w of the products and servjoos Grauigor will pt'ovide Mc mbers, a list of ley .Nlembe i, Ieaders, € id specific assignments for the, Gmainger )-: eQutive teatii. Conduct national and regional conference calls widi Grainger Owermiwnt Salc6i Force. Trailing will he rolled out i:cgjonally, with endorsemollt from CiraingF,-•and 0MINIA.Partilers oxocutive le€dcl rship, to all. Grainger and OMNIA Paimor team members. Graingcr`s participants inchide. Fill sales End «perfitions personnel. Execute C o-br€ uded Marketing Plan to edm rte cv ito hers on tlxe beilefits of the new Master Agrccment through digital markoting and trade pul�lic�itic�n�. I • Develop and distribute the initial "-branded prc�,; relcafse; to teu•peted domographics. profiling thc� Agre ment's values. manger, City of '1'ucs011 and ONTNTA Partneri Evill iiicnVy a targeted list and publications for the pfcCss release aad other co11llnunicatlons. t Activate City of Tucson and OMNIA Pnrtilers dedicatKI. online porta] as €i teal to educ€ale cLlstomerq oro the beneit�i of the conLraot Find tools Wid 1'eSouroes to ass]A in the AM liation process. 1Gseciitian lOi' City of 'l'ucsoii and OMNIA Partners Txisting and New Participating pend Prospective Membem i • Grainger will leverage. its SUU+ strong Gov rcxnmeilt sales force to pionicte €i€act J�iuiich the cx)1xraQ[ thrOLlgll errs€til and face to fi= me*etuigs with Gity of RICS017 custom-'rs. • Continue to engage wad market to Iirospective customers to hig.-lilight alld f,xplain the benefits, of the new City of Turn mi €tact OTVT iA Partncr� agroon-icnt. Co-brand marketing imatorial created and delivered through social media, Cirainger ebsito (wwvv, i•ainger.c c m), and other modhl channels. • Lead rFgional calf be.tweerl Gr€iingor and OMNIA Partnevs to review afliIiaLion progress, ne,�v targL4t; and ous�tomer satisfaction. • Work in cooidinaion.with. City of Tucson and OM NJA. PEirto -rs to icientifv trade shmvs, con fe rencew or pub Iic zttion,,to mark the n(nA' agreement. - • Activate pricing for aftiIiated customers with in 48 h€}urs of'affiIlatioil to nt cc�ntraot. Requirements for National Cooperative Contract Page 28 of 44 Page 335 of 909 EXHIBIT A- RESPONSE MRN_4TIONAL (:Cl{IYmi ,iVE CON WWI' tr�� Maw IT: Identify and Execute-Comt Sq�Lings Solutions I Goal: Un&rstanci individual customer's goals and a1litia1iVt!% L[} allow Grainger Lo Ioverage.the Ful] value cel'Lhu TLIUM)nl01{11NIA agreement.. * Orainger will G011tiTlue 10 1everE1ge its 500—' strong Govemnicnt Salos force to understand customer goals aJld initiatives to align resources W implement cosi SaV111g t111d valLICd add solutions flowing from the contract. » Levera le safes toohJ re�oul-e,i such as Salesforce (tradcma k) to ctlsurc rainger is touchij]g all Pow'Utial Contaac WiLhi11 eLldl customul' Co explain a Elle belle fits of(lie lvlasEer Agrccincr1t. & Begin CDT1dLLC1111g QL18rIeflV BLlsiness )Rovicws to rcvjcGv cost savings and i refine targets to meat objectives, Goal: Evaluate initial benchmarks and refilue based on newly identified opportunities. * Maintain progl`am murketing, including participatii7g in OMNIA events, trade shows, conferences and other venues to promote the (;C11*aa, ;j 0 Pac-ilitate i olnthly regional malls beMeen 0-aingur and OA TA Partners ffeld -sales to review affiliations, new target, aild oppoitunities for iilipra{+enn.ezl.t. ; + Refine th1" marketing plan baween Gramgeir and OlvlNLA P.gxtllcrs targeting customers for relevant solutions driving the value outFiled in the Master Agl�ement. Marketing and Promotion Plan. i. Creation and distribution +.A' a co-branded press release to trade publications ` Grainger will work with and support Ci Ly oFTLLc;so11 wlJ 0 M- NTA Nrtnel.� � 111 reCning and disiributing the now co-branded press release. Grainger, City of Tucson and OAIN I.Partners wjII lurdia -r identify a TarguL0-list of pub]icatioTns for ills p1 ss toIcaso and other related communications. 1!. 11ilovn{}e117enL. contract details and comact iinformation published on die Supplier's website witllin first 90 day s Graingor will publish an announcement to our employees on our ded.icatcd ijiterjial corporate website highlighting the features and benefiis of' tho new Master Agi cnlctlt. (Phase 1) Grainger will update the Ir Requirements for National Cooperative Contract Page 29 of 44 Page 336 of 909 OMNIA PARTNERS EXHIBITS GRAINGM IPXI11131'1'A-RFSPO SE TSR NATTONAi:COOPERATIVE CON j Pjr dedicated OMN(A T'artllers page on our internal GorT3omlo website Eck assist in talc training of ofu• Saks team on the new features acrd bellefits of the iVlaswr AgrLellotnt. Design, publication and distribution of co-brandod nnackctiing materials within first 90 days 61'aingel,wi 11 work t Ill. Cil;' of TLICS01l and 0 IlNiA Part>rncrs noarketing tcanito update anal profile the Ixew agree-nieait on the dedicated OMN' lA Paroiers landing page witlnitn tlnc first 30 days of awmd. 'This dedicated kadhIg page wiJ1 proVide custorners with the features, beneyfits, pmducts and services offered through the neer Master Agreement. This portal WiII aT I I OW customers fill W5;y a10M; 5 Lhroitgh the aff11iation process. CTrainy-or will collaborate with the OMNIA Partliers to contiaue and i enhrutce a Go-To-IME7rket plan, inciuding multiple marketing channels � encompassing collateral materials, c-nnail communkattotns and web canter C prollauting 4wajrejiess of Lhts 11 vprogram and usage n C the new agreement. Phase 1) i iii. C;onntnitmcnt to attendance and Wti6pation with M-NTA Vartnex:s 4tnational tional (i.e. NT6P .Annual Fo=n, NPI Confcreace, etc.). regional (i.e. Rf gional NleP C haptel• Meetings, Re-ioilal Cooperative stiminit5, efe; ) and supplier-spcctf e trade shows, conferences and meetings throughoLit the terin of the Aimter AgreemenL Graringei' will exhibit and stall a booth at the NIGP Annual Forton and other national Lard regi ouW li-adt shows. Carairrger wit I Assist and devtlup a gJ'8Legy with Cily of TVcson/0)ANIA Partners nnwLthig efforts at national and»eginuE�l Trade shcaww. iv. Commitirnent to attend, exhibit. �mci pkirticipate at the l iCTP AnnuLtl F[N-Lint in Len aaiva te-su~ryod by C)M- IA Pamicf's fof partner suppliers. Booth space will b - purchased �md stayed by Supplier, in Additicm, Supplier colni-nits to l-t'ovide rea-sonablc assistancc to the ovcrall promotion and marketaa3g effoals fbr theiCTP AnnLrarl Forum, as d'Ll,cctod b V 0 PyiN I A Partmi—s, Gmingcr v,ill attend. exhibit. and pal•ticijnatc. Gni iinger will exhibit and staff rl booth a thie NIOP Annual Forum, Additionally, Grainger will continuc to work �-vlih O-NINIA Partners to participate in additional trade shows and assist the overall promotion and mau•ke[ing ef«rts f()]- t1loll NTGP Annual Fonim. Requirements for National Cooperative Contract Page 30 of 44 Page 337 of 909 OAINTA PARTNERS EXIIIJ'tlTS GRAMM, E HTBIT A-RESPONSY.FOR N AITO-S AL C OOPERAi'l YE,CONTRACT J iArr V+ Design and publiratinn of ilatio-nal slid regional adverdsing iii traria pci131iGations throughout the term oftlie A+i stcr Agecmcnt A ncw_joInt advertising plfm will bc doyelopcd in collaboration with City of Tucson and {JIANIA Partners mien iill pltmmtcd, including the desig1l and laublication of nEitional and regional ad ertishig in tnide publications aN mutu04 agreed-upon by tht,partie.s. IA, Onguine marketing anr:l promotion of diLc Master Agreenneynt tha'ougl,c}ut iLs tonrr (case stud>es.. collateral pleees, presentations, pjrolnotions, ac,) I Grainger will. Warne itr con_jUlsction with OMKIA Partners on marketing and proinotionall (-,ffoju, of the ivfaster Agrecmmt.Cimj ager is Corn flI itted to worldng on developing new co-Minded material addressing case studies col IateraJ pieces And presentations, jlharse 111) vii. Dedicated OV TA Parfii m intcrnat vieb-bused hog-mpagc on Supplier's website with; l MINTA Partlliois standard logo; i Copy of original Xeque;nt I16r Proposal. i - Copy of cDntract and arnendm mU between Principal Procuren,kcm Agency ,ind Supplier; Sulnnnfity oil'Pivducts and pricing; ivlarlccting,�rla#erirxls Clcc-tronic- linlc to (-))AFNTA Partners' website inclUding the onlino rcgistrattoa page; i • A dedicated toll-free number and ennfiil address fur � ClNWIA Pt ftncf-s 1 i Crrrainger ),Jll continue to house and deve]op enhancerm-,pits to the i cxis#iitg GNINIA Public octor landing page i�vbiO can he dccesscsl via tll,e Bellowing link: , xr inger.c �i��l[ritllt artl�erSl ublic This landing page features the ONTNTA Partners standard logo, �1 copy of (lie originaJ Reql,LesL for Proposal, a copy of t Q Q-011tract- "I'lendincnts 4 between pfincipal procuruig agency and Graingcr, a suznr uy of products and pricn)g, iloarlcoting material, an electrosnic link Lo OMNIA partner's online registration page, rind a dedicated toll free numbea• amen amain address for 0NTNIA Partners. The landing page will also provide new products, a contrail cwcivia � and five links to solutions to assist ONIXIA and Participating Pijblic Agencies to reduce facilities Costs (Le. Inventory Solution,, Site Audits). (Phase 1[) The City ofTuason/OMNIA farmers rojltract will be highlighted and i Requirements for National Cooperative Contract Page 31 of 44 Page 338 of 909 OA1NTA PARTNE16 F HIBITS GRAIPMR EXHIBIT A-RES PO E FOR NATIONAL C: OPrRAT1YE CON'1'HA(T i rir lmirkewd. A.fflliatioll information will be proT-ided in the HOW TO PAR'1'1fCIPATE sectioli of the Iand Ing page, C, Descrlbc 1,10w Supplier kvill tr�rll,Nifio l any exlAiltg Public Agency, C'ustolners, accoujits to the Maswr A.greemetn( available nationally d1roligb ClivENIA P,,innerw. Include a list of current cooperative contracts (re-gional alld riational) Supplier holds and dcsciribe hL)}N die Master Agmr--mcnt wvill be }positioned amongt17c other cc}c l�ertifi +c agreemen€s. Upoa) award, cx.isting C;rLIinger customers that are purobasmg products under the existing City of Tucson contract will be appicoaclicd to traliskioll tp the new M aster Agrcernt nt frorn die first day it takes ofi W. N eW pLublic entity eustonems scckiag to use the City of Tucson and OM.N11A Partmrs N9 aster agre't"Mclit will � execute an affaliution documcnt. Affiliation declal'ation can be done electroli cmlly i througli: 1. Dedicated OM- IA Paftiters Widing Mage 2, Graingerxom 3. I-lard copy Grainger wiII support all customers clYoose to access our hrc)Lid product line ; 0%)ugh the City oFTucson f UMN1A Partners LIW Suj 1plics conteact. i Grainger lioI.& ofhercooperative Q-antiacls. Please see Letter ofCIaxlficaiolt, D. Acknowledge Supplier agrees to provide its logos 0 to CIM.�JIA Partners and agrees to provide p(,-rmissioa for l�eprc)duclion of sucl, logo in mzirketing Wnli unicationw and promotions, Aoknowledge rhUt. Luse of 0M'NjA Partners logo will rqu1i:e pel-misAon for reproduction, as well. Thv- cLirr•cnt reciprocal Tradcruark License grcernent, alloy,-ing permksiun for reproduction consisterxt With Oraing-cr's and OV IA Partners guidelines, will be continued, 1 L, Confirm Supplier will be proactive in dirket stiles of Supplier's goods and � services to Public Agcncie-s nationwide and the tilticly follow up to leads established by C1NMA Partners. A.11 srller; ITIaterials �jiv to use the ONl-,NTA Pavoicrs logo. At a inlnimurn,the SLL13111icr's sales initiativos should coMyn Unkatc: vo1iigcr wi 11. educate its Sales Team on the lcev featulvs and benefits of the City of Tucson and OMNIA. Partners contracting process and tlxe Nlilieflts of OMN IA Purmers membership. Grainger requires tliat thte Public Sector Sales Team niembers hake knowledge, uf'the following. i. Master AgreclTncnt was c-ompetitiivcly solicited and publicly aN4aliled by a Principal Procurement Agency iii. BCSt government pric-ing Requirements for National Cooperative Contract Page S2 of 44 Page 339 of 909 OMNIA PARTNERS EXHIBITS GRAINMR, L IIIRiT A-RESPONSE IUR N-AXION Ai.COOPERATIVE CONTRA CT +rr COmpe:titivc Market pricing — Crrainger's prices for iteln� scald to Buyer will not exceed the price for• the samff, or similar items sold to other gcavcrnincnt custozxr r for ill same of sim11ar gtLan'liLies 01'prod Uet in a similar product mix, uncles tN- 5an1 or sinilar terns and conditions. JBnyccr acknowledges, ho w+cvcr, that. due to the vast luinbcr of items sold by CirElinger a1Sc1 Gj:ainger.'s extensivo customer base as well us the dffere!vt ways CLHLoincrs strllCture requests [or proposals quid bids, Grainger cannot assure, any huger Lhat items sold tO Other GU; TF101,S ibr prodL�cts will not be sold at a better price of discount. J���en witlxin the MAaster Agreement, since Grainger will provide Customized Market BaskeLs as noted above, 01ANTA Paa-mors Partic-ipMing Agenciew aril] rcceive different pricing and d1scotoiu on producis, Tlvs is also utile for othor customers, iii. No cost to participate There is no cost to participate in the City of Tucson T- OMNIA Partners Master Agfc eament, iv. Noxi-exclusive c-ontraQt Grainger confirms undcrstanding of the above statement. V, C onflurn Supplier will thin its nationat sales force on the Master Agreement. IniTli111LnY1, sales training shoidd 111cIude; ; i. ley fe xt4n'es cif"Tviccstcr Agcoenient 7 ii. NV orkiazg kuow.ledge,of the solicitation process ill. A,va eness u(' Lhe rwige of Public Agencies that r,-,in utilize the Maxtor Agreement thJ0 L1811 DTANLAL Partners iv. X nowledge oJ'bcnefits of ate use Jcoopovaiiv.c contracts Oraiixger'� Customer Enahlemt!llt mallagcrs (C:EMS) will. edUQ�At the sEllen tears] on key f-,oture� and the contract regtlire! meiils fur the City of 'Itccson and � 0P.ANfA Parim rs Master Agreeruont, Tho Salos Team will e-riib ice {L woirkjng kno)vledge of the s4xlicitatLon process, awaaeness uFthe range of Public Agencies � that Qan tLse the City of Tucson and [AMNIA ParMers Mastear A.greemen( and it's benefits, national kick off oalI will be held by the CF-M to develop and pfcsent the sales tm3i training plan. Grainger's natiol)�d Liales force will be vained through kncal, regional and national tbinna` sessions where all u%pects oJ' the new CRY of Tucson 1 O'jIvTNTA Partners Master Agreemeni }Fill be mviewed and discussed.in Liddition, Grainger will work with OMNIA to Wfgel specific markets for in- per-son kick c)ff irleetings. once implemealtfition training is completed, regularly scheduled status meetings w.id be held throughout the life of tile; contract to gauge progress and aesolvc 1 requirements for National Cooperative Contract Page 33 of 44 Page 340 of 909 OARNIA PAI Y-NERS EXHIBITS GRAMER EXHIBIT A- RESPONSE FOR NATTONA1,COOPERATTV)r CONTRACT MI ubnlleng�s, Ticw Grainger te2m, members will be provided back,grouJid on the 1vl�ister Agreerraelit duriag these mcctings. (Phaso]1) G, Provide, the nak,ie, title, email Lind phone nun7bcr for the person(s), who will be responsible fbir: i. EXCCLI.LiVe Sul)Port ii. Marketing Ili. Sales iv, Sales suppoyt V. Financial Reporting vi. AccoL MS Payable vii, Contracts I Ron Price wl11 manage ali C,rA rosources to slippoa the City of Tu Gson/Om NilA i Partners MELster Agreement including marketing, sales, sales support, financial reporting ai-id contracts.Ron Price i I Primary POC Sr. Goverunke-ut Sales Manager Phone: 979-224-6794 i 3 I jcairlgear's Leadership T(-,ani and resources oti linod bolo,& will suppoil all aspects and rquirements fa=ir the City of Tucwn 1 OMNIA Master Agreeniarnl. Name TiVe Email s i { { Ben'Hirhols VP,Government Sales _ Csenlarnln.Nlchals�araln�er,corn I Mark Snead ReglonaI SalesVPGmtidrnmp.ntConpss -- - -- r ii G - ---- X0+3 33 9 4 I{ II+B ruhF keOorial ales VPSouth Kelly,Be:ubeOFrainaP,er,€am 2fi1-,55f}490�i ............................ --- -—--------- fJavloiJay€e ReianalSa2esl+PNarth----- i DavldJokcekrrralnr.cam 61U383 ?54 ; TIrn Sweat RoglonaI Sales VP West � T�irn.Sn+ea#�u�rain�er-com 754-274-2331 Coaeeri Marraitt Director-South Central Caleen.lfarrltit grrtllnaar_corn Fi7R-!s�Y1-A'!i9 -- ................................... i - _ ' ...--.---._........................................................................ ----------- - Tania Figueroa- fJirector-North I Tanla.!` ugueroa- 9 r7 S13 4$35 Jndu Godot prain er,com Chrlstopher ruder DIr,2€tar-blrestk]n er,f5ader` rain er,com 9S5 G fi 8G57 Raquel West Marketing Program Mariager Rag uel.Case @ grairlgor_L.Orh 2347-535-5133 Ron Frlce 5r.Governrnent Sales Manager I Ron.mceominaer_€om ..........T.. .......................... .------------�-- ---- - 1V24r;lple (584} Government Sal esTea rn Ron-Prick rain er-Com 979-7_24-6794 ' Contact Center Government customer SupparL I Su22ort rain er.eDm 2300-GRAINGER Mark Haubrich Nlanager,Reporting&Ana[ytias Marlt,Haubrlch rale er-cam 847 559 6 52 John5aneckl Sr-ReportingAnal st 847-559-63.2.5 APTeam GovernrnentAcrauntsP able Su otk rain et,com 80Q-GRAIN6ER ; Ron Prlce Sr.Cove rnrnent SaJes Manager &n Fri 2gro iRrter,Carri 979-224-6744 i { Requirements for National Cooperative Contract Page 34 of 44 Page 341 of 909 G HIBIT A-RESPONSE FOR NAT]ONAL COOPEILM VE CONTRACT I!1! f H. Describe in dciail how Supplier's national sales force is structured. ine.ILJng contact information for the 11ighesL-level executivo in charge ()[' the sales team. part cif (ir{L TIgxr'S National Sales force includes Cirinnger's Government- Dcdieated -Sales Organization divided into 3 xegionq — West. Solatl7 Central and North emL, We have cc)veage in all Ihic zonos including 2.417 onlincC, phone and cinall support, Govermnerii-dedicated Orainge.c sellers manage and st;rvice (lie (,c)n1mct through an experienced team of over 560 government sellers, tluiouglioia all 50 a les, rhe. M,"trict of Columbia, LAS Territories and outlying areas, Grainger provides hili � e,,o rapine coverage to 01 swte, local, and educatiun gr�vernment � ��lembers, � r�ringer's Govern rnent- I:ledioaed �'earY,'s structure is presented helow, i Ren Nichols N'ancy C5unn VP Government ViEe President, r Snips Inside Ea[es F RSVP WSW RSVP RSVF' oil f WtOrM I i C C;ovt,Accouni 1 iNlanagc!r(45) Lac-l7 Government regional Sales 'Vice President a teaxm of Civve meat District Sale lvlwgei's. Then. District Sales Managers in tern lead a tmu of highly trained and experionc-e-d Account -Mmagors. Together this (kwemment team engages public seciol• agencies as how best to meet tlrelr IviltO needs. Below is the Govern»I ent Team. leadership strlEcture vltll contact information. t Requirements for National Cooperative Contract Page 35 of 44 Page 342 of 909 OMNIA PARTNER EXHIBITS GRAMM& LXHIDITA-W.,SPONSF FOR NAT70NAT,COOPERATTVR CONTRACT' I P A 01IM3MMMEMMMMM �N't1144k;fflF SH ISS f Years o{2xp&r1oe)co with Grainger 047)555-1M VP Gav4rnm�iit Snlan Rogion al Sales VEce Preslden! •Govermnent Sales Manager Reglorf�[VP MinekSnimd Hatlanal Mark.Sneart graingnr.corn 01tmA Viw R&sicic3A.,NDrtK j4.36ipp Vjw PrGsirJQijt-,C3pvefnrinoiit Cuilracls Rsoloml VP Kelly Bonibe sojih ContlAl.NG, Kel 13 Ycans&f:xPwyC?n6*V0101 omboor 8{-,GA, FL:AL, (281)650-490a - Director of Hearth r.rg N18,Lb,TX,3{8, 4 DlslClck sales rytEtnager CK.. tk40.-N EXP6601ft&WA)dr4!?j'nqa.r R!,11�'r.NY- (ago} SY1c2"6Q4' Preaidont NJ,PA-. IDT--j AJD I- mnrinr Of Co-opwMA-GS DC;VA,M,NC-, I A-Di ro*j-,8E Gdvemmerlt iL,rht, b11,-t)H,M Kqlona"VP limn 8w0at West:Az,NV.LIT lrlrn.Sweatggrsingerxom 13 Ymm oiExpe6we with Grainger M7,11).WA.OR, (214)Z7'4-=3 -sr.1)liedor of Sales (A.H1,AK,WY, •DiFecilor of GoyernmenE Sales -West 00,NM. W),01), 1)1&tdrt E;a leet ll%U-n"in [%AN,Wl 7 kfl6wal VP. 'rini RVNft U.8 FJEAd a InSldG 'rlmbthy.'1.R0n@Ura lftercpm 12'Yoar.?VPxporWeo Wit GrakWr Gaul-Sales 047)793.515D h9ld6 Sales. �nd'rokpry*.P* J•D1r@,cljDr a Qoratloiis iOF Manufacturing Roglotiol V11 (Ardl EvAkis Distilbutor cincli.EvnilugsMinger.rom 6 Ymys of 2xp&fiiwiG*i0h Graing&- Afflanm (2iQ 305•0278 -Pmgion 6 1 sales vice President. sLAPP14-m Cbanncl Developmont Regions I Sale3 Vice PrUidevit Bou'li Cenral •Reglona I Sales mcg%Frosideni,bV t Beyond the Accoui)t Mamiger, Einy customer can tolitact the local Bjan('h Manager and [he branch suff for assistance, If a situation €,ri ses outside of normal bilsipiess hours, -the, City of-'TLLOi011. jlal�icipatiing Public Agencies wid OMNIA Mcjnbers have access to t1w Ciraingcr emergency line, 80- GRAINGER. This Nie is zwLivured live 24/7 and a local branch manager will lie contacted to iminediatcIv address the emergent need, Q'ailigeCs Custorinc-r Scrvicc Representatives are availabiff, 24/7 via a toll free number; fax and t!joinil in each Lillie Lt)nc. -for the City of Tucson and ON TA Members;, For ParficipEithig Eilflljes wid) KcopStock,'D Inventory Management solutions, Grainger Mel-nNl rs w'p. available krbig normal hours at member specific locations to help customcrs manage their inventory, place ofders and provide other Assistance as u ded. Requirements fOF National Cooperative Contract Page 36 of 44 Page 343 of 909 0-NINIA PARTNERS EXHIBITS GR"G=, PXFiiBTT A-RESPONSE ICOR NATIONAL C:OOPE RAT[VE CON T&kCT �rr� i, Explain iii detail howthe sales Leatns will work with the C11191KTA ParLaers team to implement, grow �nd senric�e-the National progratti, Cmfinger°s 131']371€ry n CiDvernmenL Sales Manager Ron Price., will manage tkie following efforts; 1, CMHJW.t regularly gt;he(1uleci meetings with CiLy 01' TLLUS011 anti OM..N.i.A. PaAiers team and our account Uwus to e115i1m opsej. conntutlioatiOn and uIllectivc deplaymeni of'the stratc y and rclato'd P4111 w. I Fa6lit ate nlonthly vtegional calls between Graingoi' and OlvfNfA Pamors fiold salos to revjccw affiliations, new targets alid oplloft.111itiGS dol' i1-flp1rOVLi11enL. CxrRinger will Work with OMNTA to � share eaibanc�ed programs. sp offically benefiting public sector customers. 3. Participate, with other Grainger re, r -sentafi-ves, in muttudly agt•eed- iipon Bu�;iriess Re-views with City orf' Tucson and OMNIA Partner,, � Participating I'lUitaes to review reports and align ol)jei:ti 4. Contiiiue to enhance joint-marketing pkiii between Grainger and OMNIA Partners b target prospective customers. 5. Coatinue prognun marltcting and participation in trade sliows, win Ibi mes and other events to pix)m ate the con teacE. ; 6. Continue Lo collalaoraw and educate OMNIA Partners team members about all(Iraiziger resotuve,s, Sak.1tions., and ctlpabilities. 7. Engage Grahipr Leadership and t=n members iii fulfilling the responsibilities for thio Master Agrcomcnt. J, Explain in detail how Supplier ivill tnanagc the ovt:,rall national program throughout the tergal of the Nf ter Agreenlenl, including ongoing coordination of nwtr eting and sales efforts, timely nein P'ifticipating Public- Agenr ,-y account. set- rap, timely contraa administratlon, ote. raingef will co]1tinUc to support our successful partnerdiip witli one point of contact who will manage the overall national program and all marketing and sales efforts for Clic torm of the Master Agrecmont. 1111S includes mann-ing any quid all.aresource� contributing to the success of out' iIM agreement. Grainger will activate pricing for affiliated custonicrs within 48 liours and pursut all efforts for effective c-opitract zdminiSbm l(til, Orajiiger will c-cmtbwe to collabonue witli Oivi ]IA Par(ners aild t Requirements for National Cooperative Contract Page 37 of 44 Page 344 of 909 OMNiA PARTNERS EXHiBITS GRAJNM L I-ll]3rr -HLSrONStFOR1VA'Z O AL COOPER A TIVE CO TRACT IIJ, k'articipatilig Public Agencies ren a comprelliensive marketing col mnun1catilon plan, ineIuding objectives and target go€,Is. The marketing cc)m m u ru QaTi ajo plan wil l pr«mote high awmmess and usage of the Mastur Agro moat by Paiticipating Public Agencies ars multiple channels sncl) as Lmllulerul material". e-mail cOMMLill ications, partioipation in trade shows and web oontent, . State the alliount of Suppl<ier's 11tibIic Agency sales for the Pre v inns fl-seal ve.v. pro Vido a list Of S UPpliel"S tOp 'I0 Public goncy customers, tho total purohascs for ca oh for the previous fiscal year €Toil g with a l(ey corjUct fir ettclt. Graingcr's Government quid Public Agency business in 2018 tootled $1.4 1 billion. (ii-ainger leas contracts with 50 States, aunocrous local goverrtrnents, as well as in the Federal goveramleiit. "11i e Caovemnxerkt sales organizEttion, in pIuce.8inco 2005, aIlows Gra inger to focus on the unique needs of the governmeait custcpmer while gaining i imight into, and expertise- in, government procilrememt. Grainger's Gov-eminent mam melt bcxs reCelVe annual complltliloe tE inin to ensure 1-hat they know and understand our customers' requirements and reflect otif goveramcnt sector ethical standards. f C'iraingez• can pmvide ctamos and addresses o(' top Government, liea.lthcare and Education customers upon contract awaa)l au7d perinission is receivt-d #r«nl sucJl cust01l1c:rs to release this information. it is proprietary in character, which must be preserved. L, Describe SupplicCs information systems captlbilities x)d limitations regarding order mailagernenf t1l,X0ugh receipt of paymcitl, including 'description of nuiltiple platforms that may be. used for ally of these fundi€ails, Custol-rim may ohoose to order over thce lntmet through Graingor.com, i place an LDI order or older through a procTirement snlutiUrn suet] as . riba, SAP,or Oracle. C,rain ger.coin Blows users to field the p1 ClLLctn dhey need, oumpare like iLem�, tend pumhiLse products c-Pficiontly. Users can access real time � availability and track purchase history. T11i3 snlwjon i5 available on a c4-%ktop Qomputer and oil mobile devices ,Advanced Features of Grainget'xom provide approval, ,.pend limits. workflow, and reporting features to jmprove control over spend and enhance contract oomplitmce. Requirements for National Cooperative Contrac# Page 38 of 44 Page 345 of 909 FXHiBTT A-RESPONSE FOR NATIONAL C 00YER.ATIVE CONTRACT ils Grainger Mobile Tipp for iPhone and Android devices «ptiinized for Ilse €}i1 a3iy smxrtphc}11L, Elld-users 11. aeecss to Graingcr.00m no ivatter the job site, truck, plant Iloor, and prage ar main(enancc shop. Using the mobile, website or app, --mpJo}fees can log iota them-account, vio-w pricing, confirm Icxal prnciuu availability, approve pending orders, aixd cllecl c ut — wid) die produc[ i-eady for pickup at a Grainger branch ax: shipped clircctly to their of` iE e 01'jab site, ePracurement offers Ability w integraic Graingcr's General Catalog and buying process witli ellstaPl Qrs' purdlesing ar id FRT' systen}s. i;rrainger eoll�lects to customers through electronic markotplaccs, e changie or enterprise puithwiiilig softivAre sysl:ems u,;ing universal teohnolo st u7da�ds such a 1 € :f and eXML. Grainger Osa offbrs a shopping solution Comprised of Grainger specific data deployed behind the custulei''s frew4 1, I Graiinger.com: The benefits Cirainger.carn provide,'; iiicludt, . Acoes;-,16'6ver 1.7 malllizo'n.. • Order.Gonfirrn tori and + Prbdyct search'60.abll.itl2s.and pro u�ts fir ea b of you,USA shiPMei nt'-Notlfica4tin Emalls . .,. Nlatch6iOker selection :OrtteY li�st(iry.. :. : gulde�lnes- +i Yourspeciii€Cringer * -CJicklo C,4ll{Chat: ,: • Gkaa.nggr branch IidCati � Agrecr�renf.prltlrig . ..... . .. • :$p�gexlrrg ped'user. ... . .*,.. Spppfier Dfverslty.Products . Ordering 2�4 hours per;.. Cust* Product.Center. . lip=t =date parlcing :.r .'Prodiki ReWI' s and-Ask 1�' * Glob4l.Safety:0 ta.ShOets ..Iterlti.l:oiriparl.son fdSb and:Catalogrequ�sts•- .. Praduct.Awaflablllty f : eq Ota . `: :■ -Myitaple ►4krs,per custarner 1 :. Easy'and Secure Drdering "it :Pr 'aV6trechinlcal:supopit : Enhanced 1 eatu>os; Grin ;er.cc�m cfiers el�]� utcerl featuis Tor giatc� pwQhasing coniml and a customized experience. Customized spend rnanagemieLnt rend order vi�ibilily functionality 17elps customers manage expi�nses more el'jlciently allowing particular order approval workflows and spend limits per user. Grainger"s SAP Enterprise Resuurce Plixnning, (ERP) platform provides customt7 a dviwn 1•C{It iiYcmcnts, assisting internal oversight and supervision. Repoiting and compli{ulce slrucwres ani'.described below: Workflow Management (onlmds. Cutamers (Lull control and manage )vorkfiow and ,peild management whm registered and logged into &ainger,conl. Grainger's owlet' tmamlgment �,yswlll allows greater pu>,chrlsiag c-ontrol and visibility through customized spend management authorizations. Workflow controls are administered by t1w individual Purc-basing Entity. Gmia) er worltti darning the implementation phase to detennino tll(,, best way to crcafe the user ids, appiyL)vers, and workflow that meet your needs Jncluding. Jf Requirements for National Cooperative Contract Page 39 of 44 Page 346 of 909 OMNIA PARTNERS EXHIBITS ( MR EX1F1T TT A- RESPONSE FOR NATTONAL CO CONTRACT MjA Establish an approval process Jbir orders that e,,�cccd { 1�1: mkre'r- pe ieci dollar limit-, • Sc t a budget for individual lasers on a per wpeke mon lr or var and Lb en trach their spend wiJi re.portiing • De-sigili 1tQ.a specific users €s defaijIt approvaLs * Apply spend limits & d0 ault approvci's across rnultipkc userw Or KrOUIR, of Mers * Add notes to tlic ofdcr as it is sent for appru a1 'Modify delivery and paymont information on Orden. sLlbrn tted for approval Add. j tcmovo or change Rem quantities on order- sukr fitted for q)prov�71 Apply a. payinent method from your profile to a paiidin order Set order approval 1-Lilesbased on tvluke'l.3asket items Order Mcma,�cmr;nt Dul-board MI cOr.1D wre 1A s1iw1 asci s-ny,ane d-_ 1he•.w;1orvnJ;11.mh ra 011131 u:fi'.'fo_[A Cw=Q 011.31 Wn q 11113 d La Iep 971[p:pc. --- Carne 3peotl iM�F�+*'=�.lnxlh'31a11x o'NeiUdi rrx 3gm]rniamc�nk Ircm cr aPW arlslra IMl310 dl usns ai 7is en_cuY 1 I QL-r Rr 1 Ir{k E!a N g'Lam7{em2 !Zm.AIU1m v V1w"ihlkm FAmW Arry:mul w,hc 1 n I r h—n,lbnk LCMI Orrr CO 31,GOhrC:rc nx.M� $1x5 rti,l�la,llwl-J4{�:rw '[i,.11h71 ,l10lhpr; LIE Add 151 A I ' LIIp7CLW5-In�.IL 81,SIIK7n prc pp �Sp�{3d I A�Pprovs�l Limits To F1A�if[�ipl�Us . LaCnj'NHnF 1_ Maxxro Add.�FcnJUmb CsrrcnfL.nik e' ' . Bcacd.thd 41.k{'tF'Y�Fel�arf Al or9ai rrulra=yWr 'al E3111rc14 VlidR n0005-W. Lpprae31 5M1 5 i1g0311iRHFF,r, '$2B3.Uaprr ErILy' tS:lnr'1e4e± qtr- F .'A'FCar'J e100.00J ed�. r.2i�yef! g3ail9r — " �2 1 S Lkdlsr,[Mace nrArc„inr npT hrn 11110 an uir.,W11 Trali ilc opryLr,a. "cm f omcr alsl�ler.�,y 900.70! tl k leiuTn llec,R Uu� = i' � r M-111 L'. . �700J04�`yx� 9151 cdele 1� - $997,041u&r :.rlt ndM 1°' r.• i f�{{Nliniviredor4 can $man�Eh�� zM p�"��-' C !E! eusi n,spend iinjrfs - 11.1?1, a1 992 ,2! e Per individual users .h with f rraiuger's A+4.1[n i.iex i 96,Cu0.L+J? � drlrir. � Order Management Adi jbinrcYal Llmia Cum: :Umb royal�FroR tO apprc-.1 H" tnw aoailor rrke--- -''—''-'--� iqnepara.nany arclar 8..01 t ardcr r�tir $E03.0tcrder qpU Ordcraiorlrnre;haiiMaamc¢ltertlragllrnac;f43nal 41,00 01/n-*. 1aGl �-Le al'NQ'+al. 51,500.04/0-de• FOGS ' on4q Requirements for National Cooperative Contra# Pcige 40 of 44 Page 347 of 909 ONMA VARTNERS EXHTB' JTS -LUIIBIT A- RESPONSE 1Y,)-R N ATIONAT. COOPIAXI'l VE COYM ACT rlrr r..................... ...................... 4 [ALL wptof M—Do]kCoLwo UQi&s ro ffiv "arm awn Y7'rvs L I 0-0 M�b, NW't to r,,-t•Me I N*e4.--,k i A dnd7iiviparors h ave accessr jo"poeriggftom the ONS Dashboaed;M dfrom Ilse orckr i Hiviary page.-A ew alspendper empkrvee, numbel'of cnq;1qvee-v op spend fingitper time, and to III IAacan be ILwedP . other enhanced fea ta res include: o C11%to III 110m e Page and landing pages. Grai n get Qwi vLi stomize Ell e, uses experi0iiQe, by enabling ouAornek- spe6flc content oil Lhe liolne page 019 Graillgo'noom. Grainger can set pages as the default landing 0 Personal & Shared Lists: GTrRiilgor-Qom offers cushvntrs 0 1)porl ull ity to create pmo na I i/,0 lists of frequelit]Y purchased items gild s1wD with oth-t-r, on the account -Boir simple repeat ordering, 0 %1polting (Order History Do%wnload)q Detailed order hi%toiy hifolM,16011 s11r,11 as 01df�r, Shipping, Paymom, Product, Price.!Qilajitit�.-, Ac.c.c)tlkit Defaults is veadily Work Order Integration. Graingci,.com cmi jTjt4�Lgmte Computerized Mafntenant,v, Managejncnt Sy,.(el-ni (CM-h4S)/ Work Order systems wiLh t1je purchasing piY,)Qess for of purchases to work orders. This integration aligns work order data to product orders and packing slips for streamlined recelving tend assigns product Qust to the wod" for a fu I I V i Cx-V o F PIT)j ea casts. lnwgraflon.� in several CiMMSIwouk order systems allow users tG ofla- out to a 'singer site for shopping. Other integrations enable HFAt file Requirements for National CooperatIve Contract Page 41 of 44 Page 348 of 909 OMNIA PARTNERS EXHIBITS GRAINIM,. EXHIBIT A-RESPONSE FOR NATIONAL COOPERATIVL CONTRACT rlrl tra.�lsicrs tc autnlXl#lte IW0110ifi!L6 11 of w-orlc orders and purclla%es. If Grainger's eCominerce Solutioll.s 14-1anagc17s Evill assess cL1rrr,rrt Wofk order [laid purchasing processes to streamline the,process. Mobile Apps: The Grairngcr i-nobile Hipp includus 171111} h capabilities of., (;rainger.com and wvelaJ unique 16[uros fc}l' a mobile workibix;e. CLIStQM,-i' can tiso Ilia Grainger alp} 11114 pmdua, view and share product det jki purchase Product, approve rcquishiom, chc*& ordor staves and history, chat itl L111 agent for heIp find mtich more. GrEfingel• has apps for iphoTw,, Tad and Android devices and a mobile optimized web page. � Ili addilion to the advan God search features oMirElialger.com, the Orainger mobile app includes barcode scannhig, item number scanning, voice search and loo€rtion based list,, to streamline pLnrcN►slJ7g-of cc?111T only trse€l iteln.s, Users oan esl[lblish Keep-Stock CK programs akid scall ICS Wrcodcs. eProeurmtneatt S0111t1a17S ILILoti Me the purcMsc Elrod ixlvuiczng of Ml�o PUI'6ases, elinlinat111g .111ally 117alIL141 steps involved in proeeSsing transacdom;, and jncrcasing dam accijr�icy, With el�rocuae171cni, tlgencies contral spend more efi:ectivel}, increaSie Ole spend being managed, reduce purchasing agent overhead and improvrequisitiQn-lo-order core and eYQ1e One, Grain90T coffers the following eProci�re[ncllt wlutions and � services; Eleca?rr n c markelplac s: Graiinger comicets to cW W1?1Crs thn)Llgh electronic i7tarl<eEp[Ices, exchanges, oil enterprise parchasiing sof wore y,9tem's using universa[ technofogy staildards, su(,h a OCNIL. C.L1stoirnoNi can "Paach-Glut" Lo Gr�jjrkger's ol1lille c�rtalog, create a requisition and return the shopping oLut back to the m�vketplace for re}flew and approval. l I MFC&eonfreefieAPrN tri custonwrs'Enter jyr lse Resource Planning (ERP) ,%pslerm: Gi-ainger off.Os tlbility to iiitegmte its GeileraJl Catalog and buying pr=-, s with cintomers' purchasing and ERP systems. Cus-toincrs seeping to "Punch-Olrt" cIjrec-tjy frost, tlxeiz' can access Omiaiger's onfine caulog and return the'shopping cart buck tO t136' pL11-(:htsing system (0 11n4nage the c�1'der woricflovv. Grainger calix provide Oracle R12, A scoping call wit], the mingcr e-business integration Learn can determine specific heed Requirernents for National Cooperative Contract Page 42 of 44 Page 349 of 909 0A9 IA.PARTNERS E HMITS F.XT-TiBTT A-RL;SIIWl SE rOR NAT]OT AT. COOPFR IIVL CONTRACT and cxustomizafion. Our experience witk numevous custoix7er plaLfbrms provides cnd-to-end integration capability to drive svrnllimd processes to �wllieve cost savings illrough praductivi Ly ell 11a17Ceil ice fs and reducing direct ordering cost. Some of Grainget'S supported ERP and Supply Chaiul.i rocurelu.ent Networks include: &-Jiouest GelGHX. OX'S 0 A .Suliliorleel el"Pocupein*art Tran. actions. 0minger supports custom iioii-siankrd tRinsactions on a per request basis, in addition to flit, follo uig standard tmnsacri€ill • Ijty€rice - 810 ANSJx12, eXIv1L , x BL P vmn ,nt (CTX Foi rnw ONLY)Y) - 820 ANSIxI2 fi a Remittance A.dvic-c,- 824 ATSSYx12 # Purchtuc 0ider - 850 A Ix.1 , c ML,xC:BL * Purchase Order AcknowledSti-ncut - 853 ANSI t2, cXAIL, xCEL • Ship.! 31.11 Notice - 855 A Six12 * Functional Ackilowledgenient - 997 AIVSIx1 . M. Does the Supplier propose to guarantee sales? If so, provide the i CGntract Sales (as defined in Rection 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master agreement t ("Guaranteed Contract Sales"). i Ir $_.00 in year one _.00 in year two i $_.00 in year three To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. Pl€;ase see Letter (if larific-ation. 1'T. Rvon though. it Is anticipated many Publko Agoncies +hill be able to utilize the N.-faster A rL: ofit without further formal solicitadon. there may he circuitlstanecs where ilubliu Agencies will isRuc their own solicitirtions. Tl1e following options ars available when responding to a solicitation for Products covered under the N ,gswr Apwroent. Requirements for National Cooperative Contract Page 43 of 44 Page 350 of 909 OMNTA -PARTNEIIS EXHIBITS GRAMME RXILLBIT A-RL;SYONSP WR NATTONAL C001JE14ULT E CONTRACT ( i. Respond with Blaster Agreement pricing (Contract Safes reported to OMNIA Partners). If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sates to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement onily fn the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners)- iv. If alternative or multipJe proposals are permitted; respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or addRional proposai. Please gee Lell'er of Clariiicatioll. Detail Supplier's strategies under these options when responding to a solicitation. l i a i I Requirements for National Cooperative Contract Page 44 of 44 Page 351 of 909 0141f NJLA PARTNERS 1+;. IIIBITS LXHIBTT F-1.t1111LRAL FUNDS CUR14FICATIONS FEDERAL CERTIFICATI0N ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT To WHOM IT MAY CONCERN- Participating Agencios may elect to use foderal funds to purchaso under the Master Agrooment. This form should be completed and returned with proposal. The folla.ving certifications and provisions may be required and spply%khan a Participating Agency oxponds federal funds for any ptimhase resulting from this pmcuremant process, Pursuant to 2 C.F.R. § M.326, aJl contracts, including small Purchases, awarded by the Participating Agency and the PBUipating Agency's subcontractors shall contain the pmcurement provisiortis of Appendix II to Bart 200, as applicable, APPENDIX JJ TO 2 CFR PART 200 — - (A) Contrasts for more than the simplified acquisition threshold currently set at $150r000, which is the inflation adj[isted ariount detennined by the Civilian Agency Acquisition Council and the defense Acquisition Regulations Council (Councils) as authorized by 41 U, .C, 1908r must address administrative, contractualr Or legal remedies fn instances F where contractors violate or breaoh contract terms,and provide for such sanaiens and penalties as appropriate. Pursuant to Federal Rule (A) above, omen a Participating Agency expends federal funds, the Participating Agency reserves all rig hts and privileges under the apple able laws an d regul ations Wth respect lo-th is procu rement In th a i9vent of breach of contract by efther party. Does offeror agree?YES Initials of Authorized Representative of offeror (113) Termination for cause and for convenience by the grantee or subgrantee fncludfng the manner by which it gill be effocted and the bases for settlement.(All contracts In excess of 510'090) Pursuant to Faderal RuJe (8) above, whan a Participating Agency expends federal funds, the Participating Agency mserves the right to immediately terminate any agreement in excess of 340,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror In the event offeror fails to; (1) meet schedules, deadlines, andlor delivery dotes within the time specified in the procurommt solicitation, contract, andlor a puruha5e order; (2} make any payments dyed; or (3) ' othertuiso perform in awordance with the contract andlor the procurement solicilation, Participating Agency also roserves the right I to terminate the contract immediately, %,Mei x Ilten notice to offeror, for convenience, if Participating Agoncy believes, in its sole discretion that It is in the best interest of Participating Agency to do so. Offerer will be compensated far mrk performed and accepted and goads accepted by Participating Agency as of the termiriation date If the contract is terrrilnated for convenience of Participating Agency,Any mvard under this procurement process is not exclusive and Participa(Ing Agency reserves the right to purchase go2)ds and seriioes froin other offerors%vhen it is fn Partldpodng Agency's best interest, Does offeror agree? YES -. Initials of Auth prized Representative of offeror (C} Equal Employment Opportunity. Except as othorwke provided under 41 CFR Part 64, all contracts that meet the definition of "federally assisted construction contract'' in 41 CFR Part 60-1.3 must include tho oquaI opportunity Clause provided under 41 CFR 6Q-1.4(b), in accordance with J xecutivo Crder 11246, "Equal Employment opportunity" (30 CFR 12319, 12935, 3 CPR part, 1964-1965 Camp., p. 339), as amended by Executive order 11375r "Amr ndJny Executive Order 11246 Relating to Equal Employment Opportunity," and implementing rcguldluns at 41 CFR part 60r "Office of Fedural i Contract Compliance Pmgrams,Equal Employment Opportunity,Department of Labor." Pursuant to Federal Rule (C) above, when a Particlpatfng Agency expends faderal funds an any federally assisted oonstructlon contract,the equal opportunityalause Is Incorporated by reference herein. Does offeror ogres to ablde by the above? YES Initials of Authorized Representative of offeror (D) Davis-Bacon Alit, as amended (40 U, ,C, 3141-3148). When required by Federal program logfslationr all priime construction contracts in excess of $2,004 awarded by non-Federal entities musk include a provision for rumpliancP with tN Davis-Bacon Act (44 U.S.C. 3141.3144, and 3146-3148) as supplemented by Department of Lobar regulations (29 GFR Part 5r "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Recluiremeiits for N-afionaI. (.00periritive Coi1jract Page 2.1 ol'44 Page 352 of 909 014LNIA PA11'.UNE, � F I113IT EXHTBYP V-1EDERAT,1(UN'DS CERTIFIC ATTCN S Construction"). In accordance with the statute, Contractors must bo required to pay wages to laborers and mechanics at a rate not less than the }prevailing wages spocified in a wage daterminatian made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than Dnce a week. The tion-Federal entity must place a Copy of the current provaiIing wage deturnination issued by the department of Labor in each solicitation.The docision to award a contract or subcontract must be conditioned upon the acceptanou of the wage determination. The non- Federal entity must report all suspected Gr roported violations to the Federal'awarding agemy. The contracts must also includo a provision for cornphance with the Copeland "Anti-Kickback" Act {40 U.S.C. 3145), as supplemented by Depaitment of Labor regulations (29 CFR Part 3, "Contractors and Subcontr,90ors on Public Building or Public VVork Financed in Whole or in Part by I_nans or Grants From the United States"), The Act provides that each contractor or s0recipient must be-prohibited from inducingr by any means, any person employed in the construction, comple6onr or repair of public work, to give trp any part Df the compensation to which he or she is otherwise entitled. The non-Federal entity rmu st report a I I suspected ar reported violation s to the Foderal award ing agency, Pursuant to Fedar!I Dula (D) above, when a Parlidpating Agency expends federal funds during the term of an award for all contracts and subgfants for constrtrotiorr or repair,offeror voilI be in compliance with all applicah.18 Davis-B�ican Act proftlons, f Does offeror agree?YES Initials of Authorized representative or offeror I (E) Contract Work Haurs and Safety Standards Act (40 U.S.C. 3701-3708). Where applicalole, aIJ contracts awarded by the non-Federal entity in excess of 5100,000 that involve the employmont of mechanlcs or laborers must include a provision for compliance with 40 U.S.G. 9702 and 3704, as supplamanted by department of Labor regulations (29 CFR i Part 5). Under 40 U.S.C. 3702 of the Act, each contractur must bo required to compute the wayos of emery mechanic and laborer on the basis of a standard work meok of 40 hours. Work in excoss of the standard work week is permissible provided that the worker is compensated at a We of not less than one and a half times the basic rate of pay for aJI hours worked in excess of 40 hours in the work geek. The requiremonts of 40 U S.C. 3704 are applicable to j construafon work and provide that no Japorer or mecbanic trust be required to work in surroundings or under working i conditlons which are unsanitary, hazardous or dangerous. These requirorrrents do not apply to the purchases of supplies or materials or articles ordinarily available on tho open nriarkoL ar contracts for transportation or transmission of intelligence. Pursuant tD Federal Rule (E) above, when a Participating Agency expends federal funds, offeror oerbfies that offeror will be in compliame with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contrmts by Participating Agency rosulting from thls procurement process. Does ofberar agree? YES In iVals of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition at "funding a agreoment,r under 37 CFR §401,2 (a) and the recipient or srrlore6pient wishes to enter into a contract with a small � business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developrnentalr or research worst under that "funding agrcumentr" the recipient ar subrecipient must[:amply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Smaii BmAness Finns Under Government Grants, Contracts and Cooporative AgreemOnts,,r and any implementing regulations issued by the awarding agency. Pursuant to Federal Rule (F)move, when federal funds are expender}by ParticipMIng Agency, the offeror certifies that during the i term of an award for-all contracts by Partidpating Agency resulting from tW procurement process, the offeror agrees W comply with afl applicable requirements as referonced in Federal Rule(F)sloove, Does offeror agree? YES Initials of AuthorizedRepresento&vaofofferor (G) Clean Air Act (42 U.S.C. 7401-7671q,) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as arnended—Contracts and subgrartts of amounts in excess of 5150,000 must contain a prr}vi5ion that requires the non- Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Alr Act (42 U.S.C. 7401-7671q) and the Fedoras Water Pollution Control Act as amended (33 U.S.C. 1251- 1397). Violations must be reported to the Federal awarding agoncy and the Regional Office of the Environmental Protection Agency (EPA), ( Req uire-mcrtts for National C,'00perat:ive Contract Pttgt,22 of 44 Page 353 of 909 OMNIA PA T1. U4RSE 111WITS EX HTBIT 1f-1'EDLTRAT,VUYV9 C TT;.'FIFICATIONS Pursuant to Federal Rule (0) above, when federal funds are expended by Paiticipafing,agency, the offeror certifies that during fhe term of an 9 card for all contracts by Partidpa(Ing Agency inember resulting from this procurernent process, the offeror agrees to comply with al l applicable requireme nts as referenced i n Fede ral Rule(G)above. Does offeror agree? YES Yes it does. ,Initials of Authorized Representative of offeror (H) NbanneI and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) mus# not be nude to parties fistcd an the government gide exclusions fry the System for Award Management (SAH in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 180) and 126M (3 CFR part 1989 COmp,r p. 235)r "Di3barment and Suspension." SAM Exclusions contains the names of partics dobarred, suspended, or otherwise excluded by agencies as we11 as parties dccJared ineligiblo under statutory or regulatory authority other than Executive Order 12549. Pursuant to Federal Rrlle (H)abmo,when federal funds are expended by Participating Agency, the offeror certifies ttrat during the term of an award for all contracts by Participating Agency resulting from tlris procurement prooess,the offeror certifies that neither it nor its principals is prosently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from partidpatar7 by any federal deparhent or agen cy. Does offeror a^Pee? YES lies it does, y _ Inili$Is of Authorised(representative of offeror (1) Byrd Anti-Lobbying Amondinent (31 U.S.C. 1362)---Contractom that apply or bid for an award exceeding $10,000 f must file the required certification, Each tier certifies to the tier above that K 1X111 not and has not used Federal 1 appropriatoU funds to pay any person or organization for influerreing or attemptingto influence an officer or employee of any agency, a member of Cong[BSSr officer or emplayee of Cangmss, or an ernplayee of a member of Congress in j connection with Obtaining any Federal contract, grant or any other award covered by 31 U.S-C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connaction with obtaining any Federal award.Such disclosures arc.,forwarded from tier to tier up to the non-Federal award. Pursuant to Federal Rule (1) above, wherr federal funds are expended by Participating Agency, the offeror certifies that during ` the term and after the awarded terr-n of an award for all Contracts by Participating Age€rcy resulting from this procurement process, ' the offeror oMfiies that it is In corn pliance vo12h aJ1 applicable provisions of the Byrd Anti-Lobbying Amo ndment(31 U,S.G. 1352), The undersigned further certifies that- (1) han(1) HD Fed eraJ appropriated funds have boon paid or will bo paid for on behalf of the undemigned,to any person for influencing or attempting to Influence an officer or emplo}ase of any agency: a Marcher of Con�ress, an officer or employee of congress, or an employee of a Member of Congress in conneclion with the awarding of a Federal contract;, the making of a Federal grant. th5 ; making of a Federal loan, the entering into a cooperative agreement, and the extenslon, coritinriation, renewal, amendment, or modification of a Federal contraut,grant,loa n,or oaoperative agreornent, (2) if any funds other than Federal appropriated funds have been paid or will bo paid to any person for influencing or attempting to influence an offlcer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress h connection with this Federal grant or cooperative agreement, the undersigned shat! � complete and 8ubrnIt Standard Form-LLL,'Disclostl re Form to Report Lobbying', in accotdancewIth its fnstructions, ($) The undersigned sha11 require that the 181guBig e of this ce,rtlficatlon be included in the award documents for all wavered sub akwardsoxceeding$14x,000 in Federal funds at all appropriatetiors and khat all su brecipient sh111 oMfy and disclose accord ingly. Does offeror agree? YES. OI� it does- _initials of Authorized Ri3presen tative of offe ror I RECD RD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are experided by Participafing Agency for any contract resulting from this procurement process, offeror U cerli ies that it w� comply with the record retention requirements detalled in 2 CFR § 200,333, The offeror further certlfies that offerorvill retalr7 all records as required by 2 CFR§ 270,333 for a period of three years after grarrtees or su tx@ rg ritees submit final expenditure reports or q u arta dy or an n u al financial reports, as applicable,and all otherpendfngrnMeng are Closed. Does offeror agree? YES yes It does. Initials of Authorized Represeatative of offeror Requircmciits For National Ccpoperalive Contract Page 3 d44 Page 354 of 909 [ATMA PARTNERS .111"MILBITS E tiiBTl'1'-FEDERAL FTMi S C.'EMIFIC-NTIONS CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT 4,1hen Participating Agency expends federal funds for any contract resulting from this procumment process,offeror certifies that it will' comply wlfh (ho mandatory standards and policies relating to errorgy eficL, ncy which are contiJnod in the state energy conservation plan issued in compliance veith the Energy Polloy and Conservation Act(42 U.S.C.6321 et seq.,49 C:-F.R. Part 18), Does offeror a reel YES Yes ft does, I.7itiafs of Authorized Raprose n tative of offeror CERTIFJCATfON OF COMPLIANGE WrfH BUY AMERICA PROVISIONS To the extent purohaFses era made%vith Federal HlghwayAdm inistratior,f=ederal Rallroad Administration,or Federal Transit Administration funds,offeror certifies that its products owply with.9 11 aopllcab.le provisions of tyle Euy Arnerica Act and sgrees to provido such certification w appllcablo waiver with respect to specific products to any Participadng Agency upon request, P urch ages m ode in accordance with the Buy Afnerlca Ad mu st sti 11 follow the applr�.,able procurement ro les cal ling for free a n d open compe2lon. No, it does not. Products can onl be ceirtified DOES offeror agroe'� YES � Initials of Authorized Representative of offeror on an individual balls, if applicable, onceinquiry.Is made to rnanuf�cturer for verification. .- PROWREMENTOF RECOVERED MATERIALS REQ UIREIOENTSFOR-2 C.f=.R.§200.32 participating A�errcy and its aantractors must comply with secdion 6002 of the Solid Taste afsposal Act, as amended by the Resource Conservation and Recovery Act,The requirements of Section 6042 include procuring only items designated In guidelines of the Environmental Protectlon Agancy (EPA) at 40 CFR part 247 that contafn the highest percentage of recovered materials practicable,consistent with maintaining a satlsfactary Jewel of competition,where the purchase pnoe of the Ifem exceeds$10.DD0 or IN value of the%rantity acquired during the preceding tiaoal year exceedod $10.000, proourin0 solid waste management servloes $ In a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for p,murement of recovered materials identirled In the EPA guidelines„ bees Vendor agree? YES No, it sloes not. Products can only be Initiafs of Authorized Representative of Vandor certified on ail individual product basis, if applicable, once Inquiry is made to manufacturer for vedfication, CERTIFICATION OF ACCESS TO RECORDS-2 C.F.R.§200.336 Offeror agrees that the hlspector Oeneraf of the Agoncyr or any of their duly authorized represerrtatives shall have access fo any books, documonts, papers and records of offeror that ere directly pertinent to offerofs discharge of its ohlications under the Contraat for lire purposo of making audits, axamfnations, excerpts, and transcriptions. The right also includes timely and r reasonable access to offerors personnef for the purpose of interview 2nd discussion relating to such documents, Does offeror agree? YES Yes it does, _ _L I nitials of Auth orized Repren ta(fve of offeror _ I ERTIFICAMN OF AFFORDABLE CARR ACT Offeror understands and agreos that it shall he solely responsible fai oampliance vrtith the patient Protection and Affordable Care Act, Public Laky 111-W and the Health Care and Education Noonoiflatlon Act 111-152 (collectively the Affordable Care Act "AGA"). Tho Offeror shall bear sole responsihility for prov1dii7g health care benefits for.its employees who provide sorvicos as required by Federal law. Doesofferor agree? YES Yes t does. J _InitialsofAuthorized Representativeofofferor I - I CERTJFICATION OF AP PLJCA B I LITY TO SUBCONTRACTORS I Offeror agrees that all contracts it awards pursuant to fhe Contract Mali be bound by the foregoing terms and conditions, Does ofroror agree? YES N o, Contractor only afire I to those clauses ,Ini ds of Authorized Representa�ve of offeror lb W1 tfGh it has aff I Offeror agrees to comply with all federal,Stater and local laws, rules,regulations and ordinances,as applicable,ft is further acknawiedged that offeror omtffies compliance with a I I prnvisionSr laM,acts,regulations,etc,as specifically noted ahove, Offerors Name; W.W. Grainger, fins, Requirenionts forNatiorker1 Cooperative Contract Fags 2.4 ol`44 Page 355 of 909 Address,City. State,and Zip Code- 10OGrainger Pafvay, LakePoreit. T 1 60045 Phone Number: 800-472-4643 Fax Number:—NA Pdrited Name and Ti%of Auffiorized Represent vee: on Price Email Address: RorlYrig, Lu-)gain Ier. 0111V , 0], , Signature of Authorized RepregentatIv Da(e-. RequilviiienU for Natloiial CO (Telative Coiitract Page 25 of 44 Page 356 of 909 0MN11A PARTNERS EXHIBITS LXHTBTT C-NEW JFIt -EY BTNZNMS C0MPL1ALNCr �{ 1NEI W JER EY 13U SINESS C'OMPr..rA CE Stipplici. intending to do bushicss in the SLate of Ncvv Jersey mtis i cc)rgply will, policies find Procedures rcquire-d under New JL rscy sWtuc.s. AI l offmN submitting proposals ]11 ust complete 6c' following Rmlls specific to the Mate of N civ Jerqey, Conlpleted forms gho-u Id be siibi-ni(ted with ill C, 011bror's response to the RFT'. Tyailurc to complelo (lie N'c w Jc rsey packcL Wi I1 impact 0 -1 IA Partners' ability to pf:oinole the Master Agtrcment in the Bette of New Jersey. DOC 41 Omiership Disclosure Form DOC 42 - Non-Collusion Aff"tda-vil � DOC 43 Alli mativc Action Affidavit 00C" t4 Political Contribution llisclosure I"Orm DOC R..S Stocltholder l)isolo-sure ertiflcRfion. DOC, w6 Certifioatioll of Non-1ilvolven2cnL in Prohibited Activities in Iran � DOC #7 New. 3 ersey Business Registration C'ertificalc; ew Jersey suppliers are required to coniply,vith th0 following New Jersey statutes when � applicubk,. ■ al1 an ii-d kcrilinadorl laws, including these contahiecl its N.J.S.A. 10;2-J througlr LN J,S,A, 1O1 2-14, N.J.S.A, 10:5-J, and N.J.S.A. 10:5-31 through J0;5-38; � • Prevailing 'Etge Act, N.J.S.A. 34: 1 1-X6,26, for til I contracLs witliin the contcmpIation oI'the Acl; i * PtrhIic W-orks Contractor Regi,4ration A uc , N.J.S.A. 34:11-56.26: and I + Bid auld Perlormanoc &,cunt}. as rccjuired by the applicable mua�clpal car state stafttes. i i >Requirements for Natlonzil Coo peralive Contract Page 26 ol'4d. Page 357 of 909 14 N1A PART11Tl+',125 EXHIBITS L'XILI131T Cm-NEW JERSEY BUSINL;SS(ONIPT JAN GE T)« iii OWNERSITIP tl1SCLOSURF,FORM (NAS. 52.25-24.2) Pursiwnt to the rocluirwnents of P,Y,. 1999, Chaptcr 440 eff-et,•tive April 17, 2000 (Local .Public Contracts 1_,akm)t the offeror slmll complete tho fog-jil attacbed 0 ffiese spec-ifications listing the pe.f.a llis owning 10 Percent (10%)OI•m011 Of die fi 1.111 pres0nIilig the propm�,al, Compally Name: W.W. Gnainger, Inc. Street: 100 Grainger Parkway City,State,Zip Code: L.�Ice Foresl ll,60045 Coulnlete af�arinroj)date: ._ ccrtily Air aril the sole owner of thaf there are € o,,wr hers and she., business is nay I,neorl)o-oWed, and the prori.siOns ofX J.S. S2.-25-24.2 do not M. u parener in do hr:reby certify that tl`�c}.}dicnving is a dsl gl'(411 individual t)aei tors who,3'gvn a ION car greater irosel-est therein. I , further cert&Mal if one (1) or mars Of the partners I kye�a orpear�r�e�rsJ�i��, there is also.qui fivF-th the names and meld?-,-sses of the sloekbalclers holding 10 or more q thof corporatiora�.s,stor:lcor the individualpartm?m r>I'mIng 1V orgrecxtc.W interest in that partnership. i OR.- Ron Price an mfthopLed rgT.esc'watiVe ref i W.W. Grainger, Inc. _ ra cxnporafiorr, do hereby certify lhol the following is co Us(of the dame, and � atidre. ce.s ref all stocaoldnos i4 the corporation who Okun 101 or mup•e of its stook 4?fVny vlaa s, Kx WXw4dya mxxyw ,� ftt c ,00te: If there are no wtners or stockholders OVIrning I % or more interim{, indicate none) Name Addresg `Intel est The Vanguard Group 100 Vanguard Blvd. Malvem, PA 19355 10.43°x61 as of December 31, 2018 for add Monal infeinatio n see attached page 28 or the W.W. Grainger Proxy Staterr 50t. The Vanguard Group is an investment company and Graingar does not oMIfy orf its behalf. The Vanguard Group boo tiled an Schedub 13 G which ceriifles th@i the securities were 2aquiwed in the x6ria ry Cause of busiri,ss and not with the purpose or effect of Oanging or Influencing the control of G raingar, 7 �rfhpr cerfify thaf the Warements and ir?fi)rtncat:'on conlainocl herein. are aomtrier and correei tO the best Of' y knuivledge and belief' Date AulhorlgedSr"gnature and!Yi°dem y 1. Requirements 1'01'Nati oiial Cooperative C'otltract Pagc 2.7 of 44 Page 358 of 909 OMNIA PARTNERS EXHIBITS EXHIBIT G-NE-W YERSF-V 1311-S1NESS COMPLTANCP (j DOC 42. ?V l -COLLUSION AFFIDAVIT Company Name: W:W. Qraingi�r, Tnc. - _ Street: ]00 GraiutVer�'arkjny City, State, Zip 'ode: T,akc, Pored IL 6004.5 State rrf. J + i / I I, Ron,) Air .f o tie__ 014 Ir �1�raraae [ �: irr ncc Ccun1 r r r of f X[age, kdng dr.dy s worn according to law on my oath rleIxa,s6 and say lkat.• � 1 aw Ih, Govemment Sales Manager ra 'the r r� o V -W; Grainger, f nc. ; Tirie Company Xame the f7fferor making the Proposal fbr the goods, serwee,s or Imblic ivor-k spvoi erd under the artached proposal, and Mat I executed the said propu-v ai ivith All avrhorisj to do so; that .said Off�ror has j riot directly or indirectly entered into an'v agreemem-, in any collrrselat2, rrr' orherivise � takc'rr any action in restraint ratfi'ec?, compaiiiNe bidding irr connection witl? the abovepr�aposal, and rhat all siatemeras conrezinc-d in said proj)o,sral and in this crffl davit are tru6 and correa, and made i, th ul1 knowledge that relies ulw)n the trurh of the sl aterrments contained and in the starements contained in this a,, draw in aw arriing tiro contrr olfi)r the said goods, services or Public w o k- I If w1her warrant drat no person or .sellrfirg agency, has he en employed oa' relained to solkii or Sccure srseh e0171f•r1ct uPon an agree eni-oa{ 2inderskandingfbr a commission, lacreentage, hruheragae oz l contingent fee, except bona fade employe es or bonafide firde abUshed err ninerci al or sellingI agencies maintained by � I W.W. Grainger, Inc. C;ra acrrt �. `ante Authorized.Si nattere & Title . Subscribed Find sw-orn befof:c me 5 this d }' of�IQ 20� Obi + Oh 2n.-I(,, IpA�M�A�/MI�KO�FyF J,y/�p� NYIJ�R51 �7d�IL�y-3tA E0 i41lN0$ of q Public cif ` - MYCOMMSI0� EOMI�l t AAA A-04—k Mycommission expires `� 0 � r 4 Req uh)rmonts for National CooperaUve. Contract Page 28 of 44 Page 359 of 909 AL I ,=Ai I Page 360 of 909 SPIAL ONVP1i IA PARTNERS E HTRITS E TTJBYF C-NEW XRR-}hY BUSINESS COMPLIANCE DOC #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C".127) Company Name: WW Grainger,Tnc, Street: 100 Tr. Err . F City, State, Zip [Nide; I.ak� Forest,IL 60045 Proposal C'eriiiicatiou: i indicate be]ow c-ompany's comp Iiance with New Tersey Aifitinati ve Action regulRdOJIS. C 0111p�jii � proposzl will be. accepted even if company is not in compliance at this tilne. leo con[n�cf and/or plirQhase oiiler may be.issued, however, until al Affirimativc Aedon requirements a1'e mot. Required Affirmative Action Evidence: Procraremem, Profession a.] Service Contracts (].xhibitA) Veundorsmustsubmitwith rc o;al: 1 . A photo copy of their Fcdcral Letter ofA irmative Action Plan A proval i OK ' f f 5 A photo cope oPtheir C'eaifii aie )f1F`,ni )!o ycc I11t )rmation Rc pc)rt OR i 3. A complete Affirm adve Action Em lova' e Inform ailon Re ort 1 A302) t a°ublic Work— Cher S 5i} 000 Tottil Pro'ect C(jst; A, No approved Federal or New Jamey Affirmative Acth) i .k'lan. Wo will i�:ompictc Repor l.iorm AA 2 01-A u pon rt.ceijTL fi-oin eao B. A ,13r;ved l odcrai � r Ne Jersey Plan —certificate cnci€used I I I isrrher cera , Mai the ,s(at r encs orad igforrracrriora cr�ratc�i�ed rein, erre complete anl ccrrraa to the besf o . �, know*d e caul hedge Data Awhorized Vgnature and 7ktde Req raircnicnts lift National Cooperuflve Contract Page 29 of 44 Page 361 of 909 ClAMel PART S ERS E Ff 113IT,S E 1Flllll;l'1'G-NEW JERSEY BU;SL ESS C:OMPLTANCL (f WC. 43, COrliinrred P.l,. 1991,c. 127(N.JA.C:. 17:27) MANDATORY AFF1RN1LATIVE ACTION LANGUAGE PROC.I,REMENT.PROFESS1ONAL AND SER TC,)., CONTRACTS rhlring lhr C+erfOrultutec[lfthis Coittrau1t,the 0,orrtractcr a re a tollFr} : Tbu rxantrrctor or subconvac-tor, where applicable, Trill not discriminate against illy employee Or applicant 1'or clnplOV1110isl hccallse of ap, race, creed, cCo(or, rralional ol'igilr, ancestry', 1narital SlAtus, sex pfleeticnlal Or sexual Orian[alitln, The c4)nt,'actor IrvJIJ take affirmative action c,,} en 911r that such applic nis are reoruitcd and elupklyed, find Ilial Lrii ployoes arc treated daring wilp]Oyn7ent,withouc regard to their age, race,ca-ctd, color, nttliollctl origin, ancestry, marital stales, sex, a1Tec6011a1 Or Sesual orielltfitiOn. Such &ilioll sb ll hielude, but not be lilnited Ln the f011o�'vina: ellipklymant, upgrxsling, delnotion, or transkr; recrUiimoni or lwruioncnt aclveclising; layoff or fUrlrtillatlUo; rtes Of payor other forms of compcnsatioro; mid �101tiork for trainilig,i ioJudittg appm)l,ic-eshil). 1hu colrtractor agnrees to post ill: COns})icuous Phlce'S5 available to s;mployees aird applicants for elnplo}'tncllt, notices to be provided by 1110, Public ApEliey Coni O fiver seltntg fi}eth prDVisiolliq of INS lion-4 iris Aminatl011 clause. Tho Cni t Fetor or subconirticlor, where Applicable will, in all solicilations or Advc:niselrlent for employees phased b}- ur {tit behalf of the contr'aclor, Mate #hai all qualified tlpplicants will n:ceive consideration for olnployment without regard Co ago,race,creed,calor,national orighl, twccstry, ❑laj'Jtal st<ttlls, Sex,affectional or sexual orientation, Tho contractor or subcontractor,where applicable,will smid to eaclt labor xmioll Or represetllativc(if woricers with whir;lt it has a calleative ba gaining agrecnnent or outer cclitmm 0,r uncletstandiug, a notice, to be provided by the agency conCrae-6119 officer advising the Jabor union Or WDI'{ers' rcprc 11tative of the contrao[orls cwnmiimonts undue this act + and shall pose r ogles of the notice ill conspicuous plants avaJlpble to employees and appliumL4 fbr employment. The con Iractoror subcontractor, whov appliublc, agrees to comply-ivith any regtila#ions promulgated key the'1'rc-asurer plrr:suant tO I'.L. 1975,c, 127,as alrleuded and supplenientcd train 111no tel trine and the Americans witb Disabilities Ace. Tie contractor or subcontractor agrees w atteinpt in good faith 10 cmPloy' MilluritY and female Workers tl ode consistent � with the applicpble 0,uunt}' enlplo}rnellt Foal prescribed bv NJ AC, 17:37-5.2 tlronlulgatcd 1W the'i'roaw11lrer pursuailit to P.L. 1975,C.12.7,as a„lended and s+lpplemcntcd fn�ln able to time or ill accordance %-vith a bl-ading deteCrUinati011 Of Che applicable county- enlploynlcnt goals dutcrnlined by the Aff'innative Aclion C ffte pursuant to M A.0. 17:27-5-2 prolnulgatO by the Treasurer pursuant W P.L. 1975,{'.127, as amended alyd suFplefnentc-d ftill time tO tilne. 'flit c�Qlltrwtor or slAbcolllrau-Lor agl'ees LO infnrin in knifing appfupriate recruilmunt agen0,ies in the arta, including alnl)l0{'11,nt agencies.placement burctlus, cnllegos, universities, labox UlliOlis, that it dOcs net discriminate on the basis Of Hgcm creed, cuter. natiorrAl origin, pncestTy, ,rtarical staves, StX, Tell-cotiollai Or :sexual orientation, and Char it w!IJ dixcontinue lhrr use of any recruit"len#agcngv which enrages ill direct or hidire0,t discriminatory 1)= ices. "1'ho eontraat€sr or subcontractor up-oes to revise any of is ttisting procedures, if neeossary,t'a assure.that all pcl-olatlel lostirig colrforrns WWI the principles of Job-raiated testiltg, as e51abIishod ity the statutes nod cuurt decisiuns of tJ1e stale I of New 3Loy and Fry c4ahl4hed by applicablel'tder4l lav ailed app Iicfible,Fcdcrral court dcc.isious. 'bleu ccmtr@cror or subcontmctor agrees to rcviow all prOe;;dures relating M tl'pnsfer, upgra dhig,dowiliaradin¢and lay-oJT to ensure thal all such aution9 are Ukclk witll010 rcgal'd to ate.creod, color, nalion,11 oriein,once ti ',triru'ital status, sex, F affeolitmal or sexual orientation, and conforn, with the applicable empJoylilent goals, consistent u'itll the statutes and � cion#decisions of the Stagy ufNlew fersoy,and applic iblo Fecleral iavw'and applicable FedemJ calurt decision~- I The Oonb-aetor and ils subcontractors shall furnish such reporL.s cr curer iloeLnneutS to the Affirmative Action Office as may he requeslcd by the oflicc from time to time in Order to carry out the purposes of these M�gulatlons, and pubJic 11AMO cS shall furnish Soleil J11f0trnatlon as trray be requested by the Affirmative Action Of joc ftrr conducting a comp ance ilivestiga#iou pursuant to Subeha tLr 10 ofthc r n)ini9lrtllivo Code MAC 17:27 . Sig+rlpture OfProcimlineat Agent Roquircrnents for' National Cooparativfc Contract 1age, 30of44 Page 362 of 909 O]VCNI A.PARTNERS EXHIBiT EXHIBIT G-NEW JTR L;Y 11USINESS COMPLIANC E DO( #4 C. 27:1 POLITICAL.CONTRT13>EJ ION II) C`.L[ISURE FORM Public Agency Timtructionq This page providc5 guidance. tO public agencies entering hk1U tont-ac,K's with limilless entities drat aiv rcqun-Od m #"Ale Milis;ral COntrihutioll Diwksure forms with the kk sun y- lit is npr intctzdcd to be provided tty contrallors. Wbi Rillows are-instructions on fire iso of furrn local unfts can pi+o}gide to coutractuts that afro ragti[red tD d{sclosc poIitiml contributions pursuant to I\I,JL'S,A, 19,44:-�-20,26 (F.L. 2005, w, 271, s,2), Adjitional.i.nformation on the pmce,;,, is ovailzabic in Local Finance Notice 2006-1 (lata:/vwwx1.if rw'dcaldivision�01-sla'e,5ouL'ccsi firs 2006.],hnl). Please rear back to tllece llastruct{utrs for 9)c tippruprialc links, ,m the Local lehianw Nulicts include links that are no Itmgcr operational. 1, l hLc clJscl0sure is TVquii-A for all contracts irk oxooss of$17,50{ that are not n;Warded pursuant to a"fair ttnd open" pircess CN J.S.AL. 19:44x1-20,7). 2. ).iue b the pulch3lial kcngth ()F,st)me contractor submissions, ihc.public agency should consider ollowiug data to be submittod in electronic form (i.e., spnmilsfiLvt, pdf file, etc.). Submissions inusr ho kept �-vitli the contraul documents or in atr appropriate Compulcr filo and he available for public acuuss. The firm 6 worded to amept tlus alteenate submission. T9ie text should be arttcndcd J1`c]ooErcn7ic Suhlnissipn will not be allo�roc{, I 3. The submission must be rcckfved from the ciontractur and ou file nt least 10 days prior t(i award of the contract. � -RE&olutions ofavt.ard shouldrefkcI thatthi!disclosurehm been reeeived and is on tile, 4. The ma racaorinust disclose contributions inade to undidatc and party committees covering awidu range of public agoucios, in0lida`og all public agencies that havc. eleoted of iciah in the county of tho public agency, state j legislatIve positions, oriel Vxious staic entities, The Divisfon of LocaJ Govromnient ServiQes recot moods that contrnclors be provided a list of the affected agencies. This will assist contractors in determining flim oanipaigu -md political oommittees of the officials and condidatos affected by the disclosure. a. The I>'ivision has prey crud insudcl disclosua'e forms for each county. They can be downloaded from the 1 "Courtly TIM Forins" lhik un the Pay-to-]Play web site at 1 htip:rivw�yytil3i,sok{docJdiyisiatYsldl sJ�rug nti 1pcl_hii�3 k)I '1$ey ri-ill be updawd from time-to-amc as $ b. A public agenoy using these forms should edit them to I11-01103'ly reflut the correct legislntive distriet(s). As the fortes are count}'-basud, they list all lc9islativc dlstricts iu O&L!11 ecxutity. i3istrirts dial do not represent the pii1Ae agen ey shoidd bo removed from the listr;. o. Sarno contractorb may find it ea5Jer Lo provido a single 1i,,t tltnt covers all CoilLribuliolis, ravgardless of the Goullt}'. 'lltese Sobinissk-ms aro appi-opriate and should be acaeptod. ; d. 'fife form inay be used":�S-is",st,biea to edits as described he roin, U. The "Contractor histruodons" sheet is intended to be provided with the form. Il i4 i-cccnnmended that the ' histnPotions kine{ the '1 rin kk. printed Gil the sante piece of paper, The form notes that the instructions are printed on the hack of the form;where that is not tbti wase.,the test sltiould be edited according)}', i f The form i5 a Worc1 doe-um enI alkd jaii he edited to meet local needs, and po4ted fiir download on iveb silos, uses[t13 an o-mail atraclimeitit,or proyided as a prhilod doctancnt. 5, Tt is recommendcd lhtiL [ho contractor also coan.plete a"StocicholdmL Discicasuro C=ertiflMtipil," "1'his 'L'iiJJ assist the Jocal unit in itS ohligatioll to ensure that contractor slit{ not make any prolzlbited corkiributiurLS to the C01111nitlees listed on the Business Lndly Disolusure C'ertificntion in the 12 muiLt6 prior tO tlle colzt'act (See Local Fillanoo Notiuo 2006-7 fcsr additional infxirmation an this obkigation at htlp;;','wkvv�.i�j,govlcicaldivisiotzsldl sJresourttsJJlns�2t][i _ht�nl}, A sampJe UtrtiJicaiion form is part of this paclka e and Lho instruction to complete it is hicalude4l in thea Contractor Tnstructions, N(Yi1; Jbis suction is )tot applicable to Hoards of Leduution. �. Requirerneasts for National Cooperative Contract Pap 3 1 of 44 Page 363 of 909 OMMA PARTNKRS EXHT BITS L; H18[T G-111;x'4'.TERSFY BUS[NESS COM PLIANCL �{ Doc #4, eontimmd C. 271 POL111CAL CCl'N'1IUBUTTON D1SCL0Sl1RE FORM Contractor instructions Business ej)6fic,, (coritractars) rucelying cuiftidc,t% fY0111 ti publiC agency tl7at We (C}l awarded puU'suant R3 a'`fair and open" Process (dellnelJ at Nr T,S A, 19z44r1.20.7) arc slihjea to Chc provisiom of P,T„ 2005, c. 271, s.? (N_-.T��.f1, 19:44A-20,26), 711i1; law provides tllat f 0 da}-s prier to tlsc tlward cf such a contraGC, 1h oualtractol- shall disclosu usanlalbudoris to; • any Staic,LAD unty,Of InIMk!;pal coaonIhIce(I fa politiN1I party ally Ju g6slative leadcrshi]a connniiiteu* • any o011tinuing Political cornnlittur;(ak,a,,political action c;Ummifte) + any candidate ovintuitt,ec of a ca„d`td ait Jul.,or ltiolder uf,an electivc oCF]OL, c of tkie pit bRo cartity awartlhtg the conGl'act n of cleat cocnity in-LVhjCh that l,ubHo entity i,,,]ocaied 01'another public;amity withh) Gltat count}' : Lir of a le49la6ve districl ill "vhich that.public entity. is located or, what the public: emity is A county, of any lcgisiative district whidi includos ell or pari orthB coutrty- The disclosure must list reportable cootributions m any of clic con,mittees Ghat exceed $300 par election'L�}'cle that 1vLnxa ,rade during the 12 months prior to award oFthe,corktracat, See N,J.S.A, 19,44A-9 and 19-44A-16 for more ck tails on reportable contributions, ,J, ,A, 19:44A-20.26 iirrarizes the par'tia ii nlr, whom tiorl ribxltiorks inust he disdoscd when a businoss entjC,is teat a natural person, 11lis includes the following: • individuals with ail "itlterese" o{vnorship or control of more than 10%of the prif its or assotns of a business cntitY or 10 Va of the stock:in Lhc case of a busir,ass elatity that is a corporation tio-r pivfit • all principals, Piirtners,of13C-e1-9,or direc(urs,of the business entity or their i.;pauses • any subsidfailes dirc;;tly nr indirectly controlled by thCa husiness entity • IRS Code Section 527 New Jorsut hayed organizations, diNIAly or indircuLly crn,trolied by the brtsiticss entity and filing as ucantiflLlhig political conlinitkes.. (PAC's). 'hen Clic bU4i11eSS erttity is a natilt'al purson, "a corttributimi by tlf.ct pencnn'S SPOUSE OF child, rosidi,7g tlj=,rvitl,, slaall hc. deemed to bo a maatribittiou by the business uatity'." rel J.-S..A, I9:44A-2.0,26(b)j lbe contrihutcar must be fisted on the disclosure_ Ano,husuiess onlity tltiat fails Lu cxalnply ivith lite disclosure pruviSions shall bc-subject to a line imposed by FT-FC irl an 1 amoimm to bu deternuriod b}' the C.'ornmissican wlaich may he based upon the atnoorft that the businusw elrtit ' fxu led to t�pcfrr, l'he eucicased list Of 01(Mcie9 is proVids_rl to assist (lie eonti-mor in identif hlg those public tig.oncies whose elected offti d and.--or candidate etunpaign committuus are affoc-tcd by the disclM101V regtdreanent. It is the Corltroctue s I responsibility to iderial)v tltic sPecTlc Goilknaittceg to which contributions n,ay have kctl made acid nuiA to be disch),md. ]'lie di%wilosed if'Corrnatlon Ma,'exceed the millirn Lim mquimmcat- Thu enclosed form,a Content-consfstcn7t facsimile,or an electronic data file containill Y �the recluircd details(a[ong Witha signed cover sheet)may be used as the Contram)r's submission and is disclosable to lire pulalic under the Open Public kecor-cis.Act. The contractor must also cnluplete tltc attached Stockholder Di5C1QSu[L Cartificaiicm, 'This }Fill assist the agency in Muuiing its obligations under Cho law.11011: 'FIN is Iertlon[lues not apply to Rnua'd of Ldnention contracts. "NJ.S_A- J 9:44A-3(s); "The term "legislative loadership conanittee" means a committee esfahlislled, authorized to be established,or designated by tine Presid enc of the Senate, tha Wiflodly Loader of die Sc:tlatef the Speaker of the Cdicral Ass urnbly or tilt MinOrity J,eader of tho C'mneral Assembly pursuant to section 14 ofTI. ,.1993,u,65 (C.19:44A-10,1)for the purpose 0fTEceiwing con Abutions incl malting expenditures," 1Ccquiruments for National C'.00peratia c Conlr4ct Page 32 of 44 Page 364 of 909 MNLA FARTNMRPs IFYWBITS Doc.#T4, conthiued L I-L[ 3ff G-IN EW JERSEY BIISTNESS COMPLIANCE ( C. 271 POLITICA L CONTRIBUTION DISC LOS U R E FORM Required Pursuant to I .I. .A. 19:44A-20.26 This forin or its Ni'mitted facsimile must be submitted to the luckaI unit: ao later than 10 days prior to the award of the eoutriict. Part I — Vendor Information Vendor Ntune; W.W. Grainger,Inc - AcldreRs; I 100 GraingerParkwav Chy., lake Fni-eq IL ZIP: 60045 Tile uridcnsig1yod hdilg aulhcrrized w certity, hereby, czaiIres i.lrat 14e submission provided lierein rcptc-.c.nis cnmi)liaiaac with the provisions ofN.J.S.A. 19:44A-20.20 and as tepix.senFecl by the Instnictions � accompanying l `s form, i 0190} rz��--7 Fon Prue Government gales Manager Signature Printed Name TitTo Part II — Contribution Disclosure Disclosuro requirement.Pursuant to N.J.S.A. 19;44A-20.26 thin dkscfosure must inc-ludo all reportable I poIiticaI contributions �morc than $300 per election cycle) over the 12 rn011ths prier to submission to � the eominittA,,e.s of the governmem entities listod on the fbrill.provided by the local unit. i, ❑ Clrcck here if disclosure is provided in electronic Fi,rm Contributor Name Recipient Na,ne Date Mllar Anitl¢nt Not applicable to the best of my know) dgo, ❑ Chuck Here if the information is contiriucd on subsequent page(s) �. ROCIL re111errtl, for National Cooperative Contract Page 33 of 44 Page 365 of 909 L1IA PARTNERS E I-11BITS Doc #4, COrifYn�led L HIBIT C-YEW JF.RS Y BUS]NESS C:OMPLfAN" List of Agoucies with Elected Officials Requircd for Political Contribution Disc[osurc N.J.S.A. 19;44A-20.26 County Name: 81a4e; (icnve-rnor,arid Legislat ive.l,cadersiiip Coclinittees 1.00slative.Di-,Iricl 96; Tule Sen.9ior and two meinhcrs of t17e ('doral Assembly por district_ County; 13,0e1107ders (ountyClor•k Sl7cri[ lCounty Executive S��riv�gate Mtnucipalitics (May or and rnwnrbors ot'gove ming body, regardless oftitlo); i 11 USERS 'SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY-BASED, OUSTOMXABLE FORM. r a { Requirement-for Nationari Cooperative Cowract Pate 34 of 44 Page 366 of 909 [�_-NMA PARTNEI 1"MUBITS EXMJIfI'G-\EV4'J)L1tSLY J311--S1NF,8S COMP1,TANCL DOC 4� S OC KTIOLDEI-It 1]TSCLOS-0141E CERTIFICATrON Nance ofBuNiness: ® T certify that �I�e lif;t be1o��' cc�ntains tl�e llklrnes end lsurne f�dcfresscs ol'al] �#c�ckholcler� ho Iding 10% or mox•e of th0 issued and ouistandhig stock of dic Undenigned. [)R 13 1 oei'Hfy that ao one -wtnckholdor o %ns 10% or rnore of the iImUed end outsLail dirng stock of the wide-migncd. C:heeIc the box{teat rep rewitts the type of busincgs oi%anizatinn: I3I'aatnership UC:orparltioll MoloProprietorship Mimited Parinetshi1) Mimited l,iabilft}' Corpomtion 131Inited LhiOifityPartnership USS bGhap tor S Coiporaflou Sign .orad notarize the form below, and, if neeessaI , eomplete>the stockholder list below. SLoukholdus: -lame; The Vanguard Group Namc: Percent ownership 10.43%* l fa .Address: 1 fomc,Address: 100 Vanguard Blvd. Malvern, PA 1935.5 "as of Dec 31, 2018 T �trrre: a errilarrle: Picmie Address: Ilome Address: tune; Larne; Homo Address 4'. I+mie Address: I 134bsurfbW quid svrcm rn 1,,-rL:u mw thin L of 4pr'r1 U 20j@ (Af unit) a � fl (Nwry�Public) Ron Pr .ent aIES Manage {Piino name&tide i)ra 'mur) Lmy Commission cspires; -CI� . _ {Corporate Se41} I. l�equtrt�n�ents for�latic�nftl C�:oopert�.iive Cont fi OFFI Page 3 5 e f'44 Imm i4GkWW'F A1Y +IIOFr 1= S;t7 # Page 367 of 909 5f'Hf+.�'v�4+L+'ld�4yay{�y.�pw55e°O'+Iti.i-Lwnr`"Ja1�.+++�fff .14'. y 5 Page 368 of 909 ONIIeIA PAt2.'TNERS EXIiIBITS EXHIRY1'C-\'EW HRAI BUS11ES�S COMPLIANCF, DOC I Certification of Non-Involvement in Prohibited Activities in Iran PursuanI to N,J.S.A. 52:32-S 8, Offcrors lin u t that neitheA't)hc 0I"lei-or, nor aay of i us Parents. sul)sidiarics, andioi,irffiUates {.as deFmM iu N.J.S..A. 52.32 —56(e) (3))$ is listed on (11 t, 1)�,-parttnell t oft1w Tivusurv's.f,ist ofPcrscrns or lntiIicw 1'ng�lcying in Prohibited lnvf,stmmt Activities ill Tran unci tilat neither is involved in ani, oI'Lhe invcm lllcllt activities scl Iovili in C.J, .A. 52.32 —56(1). Olyorors vyish inn to do busill ess in New Jersey throe h lhi s contract mu,'L F Il cnut tfic C�;rlif c.�ttion Of Noll-'Involvcmetii iti Pro h.ibitcd Activities its Iran here; ht#p.,'f�v������.state,n�,��s.��iupna�is�rvicesldfdfir�ti�ls���ncl�u•d!fdcr'cliscic����re i�i�cstrnentttct,l�dt'. Offerors should suh rzit the above form compdouxi with their pl'oposal. � THIS FORA COULD NOT BE LOCATED USING THE ABOVE LINK i i I 1 3 ' I I RquiremoilLs for National C c�c lrera#ivc Coittr�� t Page, 36 of 44 Page 369 of 909 (}MN.A PARTNERS EXH IJ31TS EXHIBIT G-NLNV JERSEY BUST-'ESS COMPLIANCE. DOC #7 I{ E 4' .1FRSEY BUSINESS REGISTi ATI NE,RTIFICATE (N.J.S.A. 52.32,44) Of-'ei,ors wishing Lu da bilsin s iU MW Jersey must sLlblnit their SLErte i)ivision ()fI�.eVCnU0 issued 13usincss RiS#ra#iois Cvulificte vJtli i}teir pro111Dere. Failure to da sn twill d j squa I i ly the Ofyerc r from oilci•ing prod uck or servkcs in Jersey dirou gh anv resulting contract. I�tt�:�'13�+ ��.�tt�te,t�j,u s�lic���rn�vfrc�fctr u er'fc)rmslnj rerdf` f { I a I l cqL ireirrellts f0V Natiatlal Cooperative Contract Page 37 of 44 Page 370 of 909 xti Q till., L,IJ oCLrn a LID LL SNf. LU �iif iit r Va.3f. a LU x ty �' � H r 4+ La LD L? �•° a� r U4 NJ. Deputment of`Fiva,.Ltr - Division of Revenue. (fin-Line ijiquiry Page I OU 1 STATE OF -NEW JERSEY USINESS REGIST ATI N CERTIFICATE Taxpayer Name W, W, GRA1\1OLR, INC. Tragic Flame. Addrvo,- 100 GRAIN GER PK AVY I,A1 J"A"ORGST, II, 004-5.52'_01 I Certificate. Number: 0092081 � Effe five [Date: August 08, 1946 I Date of Imuance: AuguS,t 14,2008 For Office Die pnly: 20080814162754681 i r I htt� s;! +1+ 1,st►te.nj.us;1'1'T12_i T2 :1set lcticot�tincmll l C Lo i« (9'92 of 909 COUPON.I.W CYCATTIUMQ! OWNERSHIP OF GRAkNGEA STO(X 5evarlly 0wnv;,01p of CtLrbAn Reneficial OwnkTL� The F"Alvivil-v. mblp, S05 rn F fl1i j nruyni n 0m; as of Deccii ibe r 31, 2018, co7x:�:t i i h)p, ii i ly pc Nion knowi I to Gninguy lo benefilcUlly uwp MMV d M 11 5% Of C A*4 pal MM M Wn N ti)kk, (� I-C J)C)3-1oj un SE:j1cd Li 1k. 13(1 or Soxhih 13GA, The inArvIndmi in A able rind flio pll,*: i 1114L-� is b.16ud [)]I slrktuilisllls rikt(j 1)y the respe0-Liv4� 1xiiefi6d owners WA the SLG pmmm i a hi Nea As 13(x1) amt 1Q-) LJ 1110L F 1 h U Scviirltics Exchange Acl or 1934, a% amejldixl, Aulipirig.n ivi 14jj nkj�,ar Nii.13&iku d �drl oF J�X!�151iciu�'Om iirr 'BC u.4 Hal I hvnvlApiplA E) MF�L%ki L tjF(-'ijpNr jj13tL?jj-j C 1' 5,S%43.0.33(2) ]VANd. 100 V;i0,1'1L%1['(1 B011khAd 11101vem RA ME N,j susai) siavik WAARms 4,8U8,443(3) 8.5% 4450 ]VIncArdiurhilvd., -Scoond Moor Ncutj-oi--I Bench, CA192660 janin D, Slavik 61.9% 4,1511 A.wAl-1111.11' 8(-(-U31d F.11jur NEw� in )2660 L Bl-,WL-Rock, Inc— 137204(--)) J 4A%. 55 52nd Street Nirsw-York- N Y-1-Q.W 5 Loi Lpi O%v Pa r'm-us uC mwy) J Mi I ed(6) �9 6 rh PC' Box 559 N-11J I C.,011r1 Ui SI Fluor porE C;L: I ILSCY I ovi 1110 ! k)jtll:�q t)l 1 Ivirie- 5 4 to WL parmyeS MkU UNd 0M WC d LIP011 G YRf 11 gOl' �0111 111f]ri S GL�-k wMMg as r.[ forth in [lie qac cnmiis on Scbcdi.ilc 13C or 1301A Mal by ift� rupective 'k,ni;5cial 01mrs will 1111h (2) Umed un 1iWormation providell ill �1 SdTtpL[11111. J301A fiI ed u ii Vuiru ary I I, M19, The VF1 11gi,mal Gwup Ims W valk; pow, Ph re pull in 57M70 shnrc& sll,,ived volliLg power with reqp= 10 11,332 A mn& n1v d Nps U No plower AI re.91)-.c.t to 5,8][},81?; 5 11 aMW KI .9110 PEd d iSPOAtM' DOVY0 I- Mill 110PLXI io 67,221. sh=%- Ming.Liaud Fiduciary Thmt Cornpany, Lt whufly-owned sUbsidlim). r)r TI io Vi iigun rd Omit 13. 1 nc., beneficially owns �2,1W MIalt-S' LW .07 or t 11 c common stock (it I 1 L'I"I 11(b 11g Of 111c CQM[M 1)1' as 19 re E Ll I 1 171 4S RU rV i 11,A tS i I 1VLS I 01C 111 )r1RJU1gC)'OF WRC,t iVt! I H 6M uccounm Wguard WNInienm WwOkq Lid., irt Miolly-owned ubsidinry of 7INe Mwipard Gj-4)iip, Inv, bciieficiany novas MA93 shms of A7% of We conumul Wk nal hUndlNg d the C,ompally .lL, F1 ol, 11Lw srliviiig as inmanont juankigor of Ausu-aklii ii1vQMniew r4ferings, The Schodulc J360 f.-�'rllfici dial 11w, -xGtLrijc% wcfe acquired in Lk, ordinary roiji-se of MLsinen alid 1101 Wi t 11 Flee 1)Ll rj)USO or Cf f0d 0C changing or j n fJ Ile r 16 1 ig Lire co i i t col of Grainger. 28 Page 373 of 909 CITY QF TUCSON DEPARTMENT OF PROCUREMENIT + AREQUIE-ST FOR PROPOSAL NO.192163 255 W. ALAM EDA, BTH FLOOR, TUCSON,AZ 88701 PRINCIPAL CONTRACT OFFICER'JENN MYERS, CPPB PH' (52C) 837.41371 FAX; (520)791-4735 2. Product a. Provide a detailed written response illustrating hove the products offered will meet the requirements of this solicitation. Offerors shall provide the proposed product lines that will meet the Product Requirements of th[s salicitation, Offerors shall identify and describe their MRO categories. Por each proposed category, describe in detail and provide at a minimum the following types of information; 1. Identification and description of product categories offered Grainger offers the broadest product breadth in the industry, with over 1,7 million products covering more than 32 MIO categories, rainger's strategy is to distribute the most comprehensive line of MRO predicts and service categodGs and anything related to small, medium and large commercial, government and institutional Customers. Critical to our approach is an offering of scale and breadth encompassing each segment noted below We compete directly and j emphat[cally wlth specialized distributors and manufacturers across the MRO market, We use a range of speoWty suppliers for our soumiing offer including local and national product vendors. We { contlnua[ly evaluate products and services to remain relevant to our custornem. VVe-add products and suppl[ers on a daily basis. QUI-Ing the past 18 months we added more than 300,000 products in top Thefollowing Mail categories such as safety, hardware, electrical, and clearing, displays the et t rer of ------in -f4t0jiors A PoyA'er Ttonslnfssion 47,6$0. ; each ol'the ;EIoctrlVal suppGeks eaeeg pies?emilr'rrer[in Me Sea]" Q1,the fools $�����'tf1�• ..PAaasurritig7�ols�.Testlr�strurn�nls V 12�,710 -----.. . Wim., I'rrrj2o al wrilh the Pneumaiic - addflfiem rl to" ohlrfln Cit2ti+igToots 25 ,99 : cafe r,rie.V we are ' roterw riumiring, Slomgo f 1KcWLng Ffsteners&Adiiosives L.tlki�rI1tB, ellto��nlilt Safety&semirity SupPIfa WVAG Supplta Emargenay Pre eredness 2,308 0T11FR OntegDrier. i Fleet and Veb[do Maintenance 23;6 I-farrlva€�re _ 40, 36 _ 0E.re 3uppl9las 70,035 ^ T -Ouidoorl:qulprr:ani 8,158 Clectron rs a,ri(Wpliancas Hospital ltd'Rrid Food tisA ipe RFP NO. 192163 „..r,. .»�«. .. 'rhe city of TUCS(in &ONIN'Ll April 11, 2019 Mahiteimnoo,11cpair Anti Oparwioias Q&W) 4upplic-s,Flar L%, F€{uipment,lvtaterials & 49 iWaLcd Savice8 Page 374 of 909 DiTY OF TLICS0N DEPARTMENT OF PROC LJR EW NT r�rGR++ RSQUPST FOR PROPOSAL No. 192IG3 255 W.ALAMEDA, 6TH FLOOD, TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICER:JENN MYERS, CPPB PH; (620) 837-4137; FAX= (520)791-4735 . Identification and description of sub Categories Based on Grainger's category hierarchy wind subcategory description, presented below are the 5L.IbCategories for each required category listed in the RPP_ Subcategories listed are representative and not all inclusive of available subcategories under each category, a. Motors & Power Transmission; General, Deifinite Purpose ar)d HVAC rnotor,5, gear motors, bearings, V-belts and accessories, * DO Motors ; Gearing Definite Purpose AC Mo#ors . Gearmotars • General Purpose AC Motors * Linear Motion HVAC Motors • Power Transmiselon Belts • Motor Supplies * Replacement Pacts Pump Motors * Shaft Couplings, Collar,, and • Replanement Parts Un[versal Joints * Speed Controls, Encoders and # sheaves and Pulleys Soft Starts • Speed Reeducers P Bearings • Sprockets 3 • Brakes and Clutches • Tensloners and Tighteners • Bushings • Vibrators • Chaln and Tools 3 S b. I=lectrical Supplies: Distribution, controls, wire, cable, voice & data and supplies, Conduit Raceways • Conduit Fittings Relays * Conduit Mounting • Replacement Parts Counters and Hour Meters • Safety %vitches • Data and Communlcatlon • Solar Panels and Accessories * Distribution • Solenoids • Electrical Boxes * Starters and Contactors ■ Enc[osures * Strain Rellef i • Eneoder� ■ Sti+ritches Extension Cords and Outlet • Temperature Controls strips • Term[nal Slock5 • Fuses Is Timers s Ground Fault Rrvteotion * Transformers Plugs and Receptacles Voltage Regulation � Power Su lies pp Wre and Cable � • Programmable Logic Controllers • Wire Connectors (PLC) Wire Management Push Buttons iretivays c, Lighting: Lamps, ballasts, fixtures, task lighting, flashlights and batteries, • Ballasts • Lamps • Bulb and Lamp Recycling ; LED Dope and string Fights * Emergency lighting and Exit Is Lighting Controls and Control I RFI'NO. 192163 � � •• •• Tho Cil}'of"1ticxon &OMNIA April 11.2019 MMaffilt anu;u,Repair And Opergicrns(MRCP) upplie5,1 al-15, Epipment,Nlato6aj s& SO ltc:ltured Ser}ices Page 375 of 909 CITY OF TUCSON DEPARTMENT OF PRQCUREMENT =jUNGIM,. PPQU£ST FOR PROPOSAL NO. 752163 255 VV.ALAM EDA, UH FI,00R, TUCSON,AZ 85701 rfry PRINCIPAL CONTRACTOFFICERJENN MY ERS, CPPB PH_ (520) 837.4137 f FAX; (520)791-4735 Sin Systems Flashlights Outdoor Area Fixiure5 ■ Hand and Portable Lamps Outdoor LED Light Fixtures + Indoor Plxtures . Rep lacernent Parts Indoor HID Fixtures Task Lights Indoor LED Light Fixtures • Track and Recessed Lighting Joh Site Lighting Fixtures Batteries d, Tools: Eland, power, outdoor and autoinotive tools and tool sWrage Benders Cordless Tools + Carpet Tool Kits Demolition 'Tools and Equipment Clamps Drain Cleaning Equipment • Communications Toola Drilling Accessories CrirnpIng Tools Fastening Tools arrd Accessorles • Cutting Tools Finishing Tools + Drywall and Plastering Tools . Fleet Guns • Electrical Tools . Masonry ■ Files r Plpa Threading and Grooving ■ Hammers and Striking Tools Equipment • Hand Saws and Sawhorses * F cywer Drills • Hand Taal Kits • Power Saws and Accessodes • Impact Sockets and [fits i Power Shears Inspection and Retrieving Tools Replacement Parts Marling Tools Routers Masonry,Concrete and Tile Tool Storage Tools • Replacement Parts Measuring and Layout Tools • Screwdrivers and Nut Drivers • fliers • Sockets and Bits • Plumbing Equipment • Specialty Safety Tools Plumbing Tools * Staplers, Tar,-kers, and + Prying Tools Accessories Pullers and Separators • Tool Storage and TmnsferTank8 Punches, Cliisels, and Hand ■ Uses � Drills . Wrenches e. Measuring Tools & Test Instruments: Calipers, gauges, inspection, micrometers arrd irrultimaters • Air Movement • Indoor Air Quality Asphalt Testing • Noneleotrjcai Properties Testing Automotive Testing • Pavement Quality • Combustion Testing t Pressure and Vacuum Measuring • Concrete Testing * Process Monitoring • Data Recording . Replacement Parts Electrical Power Testing Temperature and Humidity ElectronlclSenr h Testing Measuring f. Pneumatic: Pneumatic tools and system components, air compressors and hydraulics. • Ai�CompressorAccessories • Pneumatic Hoses RFP NO. 7$2163 �» •�•• The City of Tue4on .0 ONIN1A April 11,2019 AlainGenflncc,Ropair And Oppr xtiou5(MI C}) 5uppliL!-s, faits,Fquipment.MaLrJriILj& 51 Related Services Page 376 of 909 CITY OF TUGS 0N IDEPARTMENT OF PROCUREMENT ) RRQUEST FOR PROPOSAL NO. 192163 255 W-ALAMEDA, 6TH FLOOR, TUCSON,AZ 65741 PRINCIPAL CONTRACT 0 FFI C ER.J rzN N MYERS, CPPB PH: (524) 837-4137; FAX: (524)791-4735 Air Compressors and Vacuum . Pneumatic Motors Pumps s Pneumatic System Components • Compressed Air Treatment & Pineurnatic Tools • Distribution EtquipmeRt + Pneumstic Tube Fittings Hose and Calle Feels Pneumatic Valves ■ Hose Clamps • RepJacement Pars g. Machine & Cutting Tools: Drill' bits, taps, dies, blades, counterbores, countersinks and abrasives. Cutting Tool Blanks ■ Abrasive Blasting • Drilling and Holemaking . Abrasive Brushes and Wheel Kits ■ Drilling Tools . Abrasive Dressing Products Finishing Supplies ■ Abrasive Rolls and lits • Indexable Inserts + Abrasive Sharpening Stones + Indexabla Tools Cut-Off and Grinding Wheels • Lathe Tool Posts and Tool + DebtArdng Tools Holden Flap Wheels Machina Tool Accessories . Mounted Points and Kits ■ Machinery • Pollsihing • Machining Supplies . Replacement Parts MetaWorking Fluids * Sanding Belts and Kits + Milling . Sanding Discs and Kite + Preclsion Measuring Tools + Sanding Mand bads and Sponges ' • Replacement Parts • Sandpaper and lits �+ Shop Supplies 1h Speclai#y Abrasives and lits t Threading Surface Conditioning Wheels ■ Tool Holders aro Accessories • Tumblers and Media j + Turning Tools h. Material Dandling, Storage & Packing, Ladders, holsts, shelving, storage, furniture, packaging, casters, cart, trucks and drums. • bags and Bag Accessories + Furniture • Below-the-Hook Lifting • office Furniture Aocessories + Organization and Storage Jlioycles and Scooters + Outdoor Furniture + Cabinets • Indoor Furnishings • Cargo Contml + Library and School Furniture • Girton Staplers and Case . Beds, Cribs and Mattresses Sealers + Lifting Equiprnent • Cartons and Mailers Lifting Hardware + Casters and Wheels Lifting Magnets and Suction Cup • Chain and Chairs Accessories Lifters • Conveyors It Lockers + Cranes and Festoon Equipment + Mobile Utility and Tool Carts • Dock Equipment • fUlounts ind Vibration Control • Dollies and Movers • Moving and Storage Bags ■ Drums and Drum I-Iandling • Office and Medical Carts EgnriprnEent . Packaging Tape Dispensers and + Forklifts and Forklift Attanhments Equipment RFT-1 NO. 192163 �µ w»»««« —rhe ty of Tucson&C AINIA W »•••� ApriJ 1 1, 2019 MOillkMU A!,Rcfrair And Operations (MRO) 4uppNos,, Paige,Rqu[pment,-Waloriak& 52 Related SerVices Page 377 of 909 rxm CITY OF TUCSON DEPARTMENT OF PROCUREMENT j?=R,. REQUEST FOR PROPOSAL, NO. 792963 255 W. ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 Of PRINCIPAL CDNTRACT0FFICER:JENN MYERS, CPPB PH; (520) 837-4137 J FAX: (520) 799-1735 Hand Trucks + Pallet Jacks and Pallet Moving ■ Heat Activated Shrink Wrap and Equipment Equipment. + Protective Packaging and + Hoists and Trolleys Accessories + Hoppers and Cube Trucks w Ropes and Rope Supply ■ Ladders, Platforms and ■ Scales and Scale Aocessories ScafFolding + Shelving and Storage Racks + Replacement Farts + Shipping Labels and Accessories + Retail Carts and Trucks * Shipping Supplies + frigging and Lifting Slings * Shop Furniture * Stretch Wrap and Stretch Wrap Stock Picking and Putaay Carts Equipment • Storage Bins and Containers * Structural Framing Systems • Storage Carts and Transport • Stfucturas and Sheds Trucks • Utility Carts Strapping and Strapping • Winches Equipment VUlre Rope and Fittings Workbertohe8 anal Accessories � i. Welding, Welding equipment and supplies ; + Arc Cutting and Gouging * Stud 1Nalding And Accessories * Filler Metals Submerged Arc Welding ■ Fume Extractors and Thermoplastic Welding ; Accessories • TIC Welding And Accessories • Gas Welding Equipment and Weld Cleaning r Accessories Welding Cables Grounds And • MIG Welding and Accessories Accessories j Multiprocess And Engine Driven . Welding Chemicals Welders And Aocessories Welding Ovens and Accessories + Plasma Cutting And Accessories Welding Safety Equipment + Replacement Parts Welding Supplies ■ Soldering Welding Tables and Accessories * Spot Welding And Accessories . Stick Welding rind Accessories j. Fasteners &Adhesives: Nuts, bolts, washer's, screws, hooks, Rat stock, raw materials (metal, rubber, plastic), glue and cement. ■ Anchors Socket Screws and Set Screws + Bolts • Spacers and Standoffs R + Hardwars • Staples + Hooks . Thread Insert ■ Key Stock « WaslYers « Lanyards + Adhesives and Glues + Manuals + Caulks, Sealants, and Fillers + Measuring Equipment • Concrete,Asphalt and Masonry + Mails Dispensing Guru ■ Nuts • Putties • Pins ; Rep lacemenI Parts + Detaining Rings + Tapes Is Rivets * Threadlockem and Gasket + Rods and Studs Sealants 77N 792963 Y ThoCity of']'ucson&ON]NfA April 11,2.019 in�nanc-e,Rep nir AOd Operatiotf5 (R.JJZ ) f9iiriplies,Porls, EgUil)mel1t- 1N-j alca-inlS 53 itclated es Page 378 of 909 CITY OF TUCSON DEPARTMIENT OF PROCUREMENT GM GM. REQUE=$T FOR PROPOSAL NO. 192163 255 . ALAM EDA,8TH FLOOR, TUCSON N. AZ 85701 r�rrr EMMIMMEMMPPRINCIPAL CONTRACT OFFICE R:JE=NN MYER , CPPB PH: (520) 837-41371 FAX: (520)791-4735 * Screws K. Lubricants, SealarNs & Paint., Grease, aiF, penetrates sealants, caulk and paint. * Automotive Paints and Coatings • Paint Sprayers and AccessorJes * Brushes, Rollers, and Trays Rep lacernent Parts • Exterior faints and Steins • Specialty Faints, Coatings, and * Intef!or Paints and Stains Additives + Paint and Wallpaper Toois + Sprlay Paints and Primers Faint Booths and Accessories Surfa(;e Protection and Aust • PaInt Mixers, Shakers, and Barriers Accessories i I. Safety & Security upPlieS. Spill containment, storage, fire protection, person protective equiplrient, instrumentation, signs, labels, tags and security € Arc Flesh Protection AccasS barriers and Crowd • Asbestos Abatement Control j * Confined Space Equipment Detectors, Scanners, and Disposable and Cherriioal Accessories f Resistant Clothing Dears and Windows * Emergency and Exam Room • Key Control& Identification Suppiies Mallboxes ■ Emergency Eye Wash and Padlocks { Shower Egrripment Police and EMT Uniforms + EMT and Resntie Supplies * Replacement Parts * Ergcnamics * Safes + Exam Froom Furnishings * Security Alarms and Warning* • Eye Protection and Accessories Security Management and Law 3 dp Pace Protection Enforcement � ■ Fall Pratection Self Defense Fire F=ighting Clothing and Specialty Locks i Accessories Two Way Radios and • Fire Protection Accessories ■ Flr5t Aid and WoLind Care VlWeo Survelllance l F=lame Resistant and Arc ) lash Portable oo[ers and Beverages Clothing Rainwear • Footwear and Footwear Rehabilitation and UurabJe accessories Medicai Equipment Gas Detection Rep la Gement Parts • Gloves and bland Pmtsction * Respiratory * Read Protection ■ Safety Alarms and Warnings ■ Hearing Protectipn * Safety Storago * Identification Products * Signs • JV Supplies * Spill Control Supplies ■ Lockout Tagout + Traffic Safety • Matting ■ Training • Medical Diagnostics and * VV8iter Safety Monitoring Equipment * Workwear • Medical Oxygen Delivery and RFP No.192163 The City cif Tucson &OMNIA April 11,20:19 Alaintenpnce,Ropair Arid OpLratit)ns(�UW) Supplies,Paris.. Fquipinenc, Vaterials& SSI Related&rvices Page 379 of 909 CITY OF TUCSON DEPARTMENT OF PROCl1REM ENT GRANGM. REGiUEST FOR PROPOSAL N0.782?6� 255 .ALAMGDA, 6TH FLOOR, TUCSON,AZ 85701 +ru PRINCIPAL CONTRACT 0FFICER-JENN MYERS. CPPB Ph; (520) 837-41371 FAX: (520)791-4735 Equipment rn. Cleaning Equipment & SUPPlies: Chernionis, equipment, restroom, paper, waste containers, cleaning, r Broorns, Rrushes, and Dust + Paper Products and Dispensers Pans 0 Personal Care Products Cleaning Chemicals . Rags and Wipes • Cleaning Equipment and + Receptacles and Containers Vacuum Cleaners . R"cling Equiprnent • Dust Mops, Dusters, and . Replacement Farts Cleaning Pads . Restroom Equipment • Floor Care Trash Bags • Furniture Care • Wet Mops, Squeegees, and Janitorial Carty and Supply Buckets Holders « Odor Oontrot n. HVAC Supplies: Controls, heaters, air conditFoning, air- treatment, irtreatment. fans, ventilators and blowers A/C Refrigeration and . HVAC Controls and Thermostats Accessories HVAC Test Instruments • Air Conditioners and . Industrial Blowers and Accessories Accessories • Air Filters Oil and Kerosene Heaters and Alr Treatment Accessories I • Central Equipment + Oil Burners and Accessories • Cooling Fans and Air Clrculators . Rofrigeratron Test Equipment Duct Fans and Accessories Replacement Parts I Ductwork.Venting, Pittings end • Roof Ventilators 1 CaPs • Roof Ing Repair S up plies i Electric Heaters and Accessorles . Strutters, Dampers, and Louvers Electric Process Heaters and . Specialty Fars and Accessories Accessories • Specialty Heaters + Exhaust Fans Tubeaxial Fans and Accessories • fan EIW68 and Propellers Ventilation Equipment and • Cas Heaters and Accessories Supplies * Hot Water Heating and Supplies v. Pumps & Plumbing, 8ubmem bfe, centrifugal, water system and positive displacement pumps, pipe. valves, fittings, heaters, coolers, filtration and faucets, Bathroom Hardware • Aeration • Budabie Ca. Centrifugal Pumps • Ceiling Tiles and Accessories Chemical Pumps ■ Check Valves and Backflow Circulating pumps Preventers Condensate Pumps Drains Coolant Pumps ■ Faucets DEF Pumps and PumP Systems Flltration + Diaphragm Pumps Fixtures Drum and barrel P{imps RFP NO.192163 The City of Ttwsml & C114TN A April 11,2019 NlAit1Loll ance,Repair And Operaaous (MRO) 5eEjpplies,J'arts L+gxiipntient,A]ateripJs 55 Rl!'iated S-ervicm Page 380 of 909 CI'T'Y OF TUCSON DEPARTMENT OF PROCUREMENT , a � REQUEST FOR PROPOSAL No. 192163 255 W.ALAM Et7A, 6TH FLOOR, TUCSOhl,AZ 85701 PRINCIPAL CONTRACTOFFICER, ENN MYERS. CPPB PH: (520) �f 837-4137 i FAX: (524)791-4736 * Float Valves and Accessories Electronics Cooling * f=low Gontroil Valves . Fnghie Driven Pumps * Flush VWVes Fittratfon • Garbage Disposals and • Fle ibfe Impeller Pumps Accessories ■ Fuel and Oil Transfer Pumps ■ Gas and Water Lime Connectors . Machine Tool and Parts Washer + Gaskets Pumps Bose Bibs and Hydrants Ma nine and RV Pumps • Hoses a PistonfProgressive CavftylRoller • Insuiatfon Spray LfquId Level Gauges and Sight Pond Accessories lndicators • Pool and Spa Pumps • Pipe and Test Plugs • Pump Accessories ■ Pipe and Tubing + Pump Controls • Pipe Fittings and Couplings Replaoemerit farts * Pond Aeration Rotary Pumps ■ Pressure and Tsmperature Sump, Effluent and Sewage Control Valves lumps ! * Replacement Parts • Test Pumps Rotary, Swivel and Expansion * Well Pumps Joints • Tubs and Showers + Shut-Off Valves . Valve Actuators, Enclosures, and Sinks and W80 Fountains Accessories • Solenoid halves and Coils Waste Water Hangars j • Strainers « Water Coolers, Dispensers and • Toilets/Urinals Fountains Tube Fittings • Water Heaters + Water Treatment P, Emergency Preparedness, Sandbags, first-a[d supplies, disaster recovery products etc. s Sandbags * Emergency Water and Food • first-aid Supplies Rations • [disaster Kecavery Products • Emergency Lightstfck Stations-KiFxlk � • Jricfdent Command and Triage + Decontamination Shower Suppler I Supplies Hoses « Field Desks Emergency Lightstfck -atIon • Earthquake Safety Devices Accessories • Off-Grid Entergy Equipment and Decoritamination Shower Decks i Accessories Qnd Elevation Grfds Is Decontamination Shower * Decontamination Shower Nater RinMrig Wands and Shower Collection EMERGENCY PnEPAFIEDNESSMeads • Decontamination Showers .. Whistles Emergency Response Cots and Beefs Other Emergency Preparedness Products can bs found throughout Grairrger's General Catalog. Communities across the US experience severe disasters_ Grainger recognizes that Emergencyreparedness products, services and solutions are of extreme value, Grainger provides a broad and fobust emergency response products and services that are available when needed.A sumrnary is resented in the Value Add section. 1tl'1'NO.192183 Thio( its' csf'A'rresc�n i}liNi :1� ri1 11,2[l]4 !rtafn#c,ra')Qe,repair And Opimatlons(VWRO)Stipplies,Pmts,F uipn,ent,A4alurials & 56 1�.�'lared Service~ Page 381 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT rrr(WAMM. REQUEST FOR PROPOSAL t�p.19 163 255 VU.ALAMEDA. BTH FLOOR, TUCSON,AZ 88731 pR1NCIPA CONTRACT OFFICER-JENN MYERS, CPPB PH-' (520) 837-4137/FAX: 1520) 781 A736 . Other Categories Offered by Grainger I. Sourcing: (3rainger's Sourcing Team procures facilities maintenance products and services beyond the Grainger cat@log, IN'th access to more than 5 milfion praducts and more than 16,000 national and local suppliers, the team �evdIprovides a total solo#ian for ALE, 3 MROca#egories andVia associated sub3 Categories to acquire infrequent and Ioyv the' rA: ; demand items. Grainger has Business relationships elationships with manufacturers critical to Member operations, I it, Fleet and Vehicle Maintenance + Auto Body Tools + Automotive i_Ifting/Garage i • Autorno ive Chemicals Equipment • Automotive • Automotive Lubricants CleEmingJAppoarance t A4itomotive Maintenance Tools * Automotive D18gnestics and • AiAtometive Mechanical Inspection . ALltQmotfbi�Towing • Automotive l-lectrical + Replacement parts • Automotive Exterior + Tire and Wheel Automotive Interior * Vehicle Lighting ! Alutornotfva Lifting Tools s Iii. Hardwaro i • Braces and Brackets ; Latches, Hasps, and Hinges * Door Hardware ! Magnets and Magnetic Strips • Door Locks and Dead boIts + D-Rings and O-Ring Kits • Orawar and Ca net Hardware • Replaoement Parts • Electromagnetic, Locking Springs Systems Wall and Hand Fail Hardware r • Garage Door Openers Window Hardware Hardware Supplies * Keyless Access Locks iv. Office Supplies Audio Visual Equipment . Office Organizers • Binders and Clipboards ! Office Paper and Notebooks Boards and Easels • Replacement Parts * busfness Oases ; Retail Supirillee • Calendars and Planners + Stamps and Ink Pads + Clips. Push Pins, and Rubber Staplers,Tape Dispensers, and Hole Hands punr'hes • Clocks and Time Oiock Is Wr9ting and Correction Systems . Laminating and Binding Equipment + Computer Supplies and Media • Office Cleaners + Document Covers, Displays, Office Machines and Calculators and Frames Flags, flag Poles, and Accessories + File Folders and Boxes . Ink and Toner { RFP NO.192153 �— � The City of Tvcson &ONI NIA April 11,2019 1flainten-nacc,Repair And 0pem-zilitms prjj�q Sjapplics,Parts, Lyui1),zlelii,N-L-steriKJs& 57 Related Services Page 382 of 909 CITY OF TUC ON DEPARTMENT OF PROCURE14ENT AWA REQUEST FOR PROPOSAL ado. f@� B3 I 255 VV,ALAMEp DA, 6TH FLOOR, TUCSON,AZ 85701 PRiNOIP,63 CONTRACT0FFICER,JGNN MYERS: CPPB PH: (520) 837-49371 FAX- (520) 751-4735 Y. Lab Supplies • Agricultural Testing 0 Labwere * Chromatography . Material Testing Equfpmcnt * Lab Chemicals kftrobiolo-gy and Molecular Biology • Lab Consumables Supplies ■ Lab Diagnostics Particle Sizing Physical Test * Lab Equipment EWIpment and Accessories • Lab Filtratlon + Replacement Parts * Lab Fume Floods arwd Soil Testing Accessories ■ Water Duality and Purification + Lab Furniture Water Testing Uquipment and • Lab Instruments Meters Lab wens, Heating and Lab Stnrage and Transport Refrigeration Laboratory Education and Training + Lala Utensils vl. Outdoor Equipment * Camping Equipment Replacement Darts * Concrete Mixing and • Shovels, Tampons, and Digging i Preparation Tools • Crop, Nursery, and Snow and Ice Removal l.andscapirtg • Sail Treatment and Weed Control i • Cutting and Pruning Tools . Sprayen� and Spreaders ■ Electrical Generators Temporary Outdoor Structures and + Englnes Accessories • l=ancing and FencIng Wheelbarrows and Wheelbarrow s Hardware Accessories • Forestry * Power Brushes, Yard Vacuums and Hoses and Sprinkler Systems Leaf Blowers + Insect arid Pest Control • PMsure Washers and Accessories • Lawn Sweepers, Rollers and • Rakes and Ctiltivsting Tools Aerators + Mowers and Trimmers F Vii. Electronics and Appliances • Appliances * Intercoms and Speakers + Communications . Replacement Farts i * Electronics Viii. Hospltalitly and Food Service � + Food Service Tableware, Bar, and * Bed, Bath and Table Linens Buffet • Freda, Cribs and Mattresses + Hospitality Unkrrns and Workwear • Exemise Equipment 1i7door Furnishings * Flooring Laundry Supplies and Equipment * Food Processing • Library and School * Food Service Apparel Luggage Carts and Racks • Food Service Appliances and ■ Pool and Spa Equipment Equipment . Recreational Ganes * Food Service Concession . Food Service Snack Foods and Food Service Cookware and Condiments RFP �TT�I�o(:it}'of'l��ycsun U�biT�Zri {1L1ri! 1 �,201 NIailitenanuc_Repair Mild Opo-atious(N-IRO) applies,1'kirtk,F,quiprnent,MaLo"laiS arc. Sir Rclated :5oruices Page 383 of 909 CITY OF TUCSON IDEPARTMNTOF PROCUREMENT 63 PRJt,1r � REQUEST FOR PROPOSAL AL �110.. 18 19211 255 UV.ALA MEDA: BTH FLOOR, TUC-SON,AZ 85701 AL CONTRACT OFFiCER:JLNN MYER8, CPP 3 PH' (520) 837-41371 FAX' (520}791-4735 Preparation • FOOd Service Storage and Transport f=ood Service Disposables and a Team Sports Equipment 01sperisers + Equipment Repfacemerlt Parts 3. Jdeatiffcation and description of manufacturers within each sub category Grainger Is proud to offer products from brand-name and seciafized industry leading manufacturers. Manufacturers and Suppliers listed are � representative of each category and not all fncJusfve of our 5,200 catalog manufacturers_ a. Matal's & Power Transmission Century Schneider Electric Contitech Marathon Motors Pasco V Ntin Weg Genteq Tb Wood's V Ruland Bafdor Electric V Tsubakf Manufacturing Ametek Lamb Vfbco d Skf Leeson Continental puff-Norton Dart Controls Seafmaster Bessey b. 51ect:rlcal Supplies Square D4 Tripp Llte r'anduit Hubbell Wiring Eaton Dmron + Device-Koilems Southwire Company V Carol Eaton Busemann Sohnefder Electric i c. Lighting } i *' GE Lighting Philips *' Lutron Lithonja Lighting V Recyclepak Y' Shat-R-Shield Advance V Light Efficient Duracell Strearrniight Design Energizer f�effc--ori d. Tools Proto V Pacific Handy Makita Ridgid Cutter, Inc Bosch V f lefn Tools Sk Professional Jet v' Stanley Tools Morse Jobox t nipex V Husgvama Greenlee M[Nvaukee V Lenox Channelfook Dewalt Safleigh Industrial Rldgid e. Measuring Tools Test instruments Fluke V Amprobe Megger V Exte(,h V Dwyer Instruments V Traceable *� Elir Winters Tsi Alnor Ashcroft RFP NO. 19213 The City ofT�cs�n&Oi17iYiA April 4 I, 2019 1+1aintenwicc,Repflir And Opmt ions(\dR0)811ppiic�,Pails,Equipn);:nt,kiaLuxials& 59 RtehiLed sen-ices Page 384 of 909 GRAZ C TY OFT ON EES UES OF Ocu N�T om ' REQUE TF R OPO LN 0. 1 163 arm 265 W. ALAMEDA, 6T HFOO& T CSON,AZ 85701 PRINCIPAL CO NTRACT 0rP«uENN MYE RS, cBPR < 25 % n7-4137,' FAX' ( 25 \»1»735 ( £ NA--urnatc K Ingersoli Rand w Gast « Legfis « Reelcraft wGhlnNod eomkc w Guardair V am z WH mom « Fuji Sect§c « Parkor g. Machine & Cutting \ool z Chi @o-L k be z Cleveland k Jm Cudtmnl w | tU oyo w |rvvi n H s n V Dewalt Q starer # w k! « United Abm mE « CI Hoe zNorton Salt ¥ Widia Gtd « Weiler w ]I t9 zSandvikcoemBN « OSG z am Abrasives | « Scotch-Brite « ]U z Merit h. Material Handling, Storage & Packing « RuAerm2d ® Col�erm en z Hallowell' i ® Werner w Durham w Strom Hol I » AU u& w H¥n/Qn ® Husky Rack &gym V Tennsco ' I I E Welding ] z m| e||| re yc ® akar w Adler w Lincoln Electric « Bernzomatic, z Magnaflux { ¥ 7d2 ® T pray « Worthinnton zHarris F ke� e� r &Ad es»e « Red Head « H6RCd « Ash ® DewU w uR rastening « Pop Avdel « Englneered B z T « Foreverbolt Power's « m RPrfu S m» Ken For k. Lubricants, Sealts & Paint « R2Ggeum w Bink z KRInI uer## & | ® Polar Plastics « Rae zSunnysIde « Woocter « Prarnier Pratt& Lambert z Graco E Smky & Security Supplies « A2G « Miller « Vdomb « 385 ® Norta w V ter L c�k ® Brady z am D Sale « 5.11 Tactical w Miivoflex « Garrett Metal z Mr. Chain « Dupont N7 Detectors w BANNER Stakes S/d! « T maw/E « Tyclenbt)oob w W) « Iba wy Industries w Honm ¥ #Ga- I ( lUR VF—Ii2-1GE TDQR, '@ & oKN!& April t.»m Mainten m Repair And OperaLi ml Rm »AGr� Lqi ILILML,M.-J>VIQJS& A 1( b!2r e Page 385 of 909 C TY OFT CSON DE PARTMENT OF PROS REMEN "ZAK". Qui REQUEST PROPOS , 1 1 63 255A A EDA, HFL ORT o\AZ 77] PRINCIPAL GO NTRACT 0 FF 6E uE N MY ERS, CP B IP: ( 25 q 837-4137 1FAX' ( 25 q 7914735 m. Cleaning Equipment & Supplies w Georgia-Pacific « Ability e « 3m « RtAbbermaid G n»eme C Cm « G4o ® Pureil « Simple Green ® vvypam n. HVAC Supplies wFriedrich w NAm G w O mark z Air King « Power Breer zhnsonC Control's « Honeyyveff « n « Fostoria w Frigidaire0. ( � Pumps & Pbmmlig V & n z Watts « Tei,,hrioJogy zArmMrong « Apollo ZBell&O ,se] z Redhat z Little Giant w EIpRG ; Elkay z All w Liberty Pump ' « Parker Z Aro z Sandpiper z tum G Goulds Water z Fnis Thompson w m-Ruud w C11.10ago,Faucets ¥ Flint&WaNing | p. Emergency Preparedness « mR « mpmteT« ! wKI , z UIrtech Incw chemlight By z jusli! z Meal KitSup ply cyalume z Fsi ¥ Pollcan Technologiea G Quakehoa: « Dme z Snaplight By w Classic Plsa C'Q' w 821b cyalume Corp zAsp Technologies | Ter [ Sourcing: In 201¥ Grafrger engaged 1$ Ou�c suppliers to | §Qy Dustomer needs. To see an example of the Ude EerRa manufnctures please seeIGrainger Sourcing in the Appendix. Pleet and Vehicle Maintenance V u«n Fikers « Buyers Products « Peak V CRC « Associated Equip wReese z OTC z 3m « Valvoline wGray Ill. Hardware ® Len ® Kaba « Velcro Ben « Norton Door « Schlage « Trilogy Alarm ( Closers z National G uard Lock T] c�lykT nA &oNNL4 April 1R »m ebqicF,llp, &UC)pis Lm Suppl U.Pq, Gurm%RL9tU90§& 41 Re,»d k» Page 386 of 909 CITY OF TUCSON DEPARTI LENT OF PROC UREtVIFhNT r�+� R REQUPST FOR PROPOSAL NO. 792763 255 VV. ALA MEDA, 6TH FLOOR, TUCS0N:AZ 85701 PRINCIPAL CONTRACT DFFICER:JINN MYER , CPPB PH: (520) 837-41371 FAX: (520)781-4735 Rockwood }' Sargent Yale iv. Office Supplies Quartet Ghent Bait HIP Ability One Saundersi Sharpie Best-Rite Tough-Tex NyJglo V, Lab Supplies Labohem ' Spectrum V Techspray Dynalon / Exterh V Branson V American Blotech V Oakton V SP ciencew8re Supply V Qorpak vi. Outdoor Equ1pment f enerac Echo Ariens +� Pramiere v Chapin $nowax Mi-7-M Dewalt Briggs & Stratton i Fonda vil, Electronics and Appliances RCA V Frigidair4 Bpeco Technologies Sharp V Strealmlight Peerless LG Electronics V Ritron vtD. Hospitality and Food Service Dixie V Rubbermaid 0ortach Hirsh V Dart V DFM Inc. � Bevco � Balt i b_ Whot is the total number of products offered in your catalog? Are all catalog products stocked in your distribution warehouses? Grainger offers custonners over 1.7 million products provided from more than 5,200 key suppliers covering over 32 MRO categerfes. Products are strategically stocked across the United States in our Grainger owned and operated 14 state-of-the-art distribution centers, 250 branches, or through managed inventory at a customer location, The DC network stocks approximately 650K of the most popular fast rnovJng items_ While not all products are currently stocked in our lb 's, Grainger will meet the City of Tucson's requirements. rainger's supply chaln technology enables each branch to customize their inventory to rneet local customer demands. Grainger brings together particular custorner demand, soul-Ges of supply, and rainger's distribution operations. `Elie objective of rainger's supply chain is to deliver product same air next day after it:s ordered_ Ir TF NO, 792'J62 _ — W.•_� The City of'l�resun & CkMNIA April I I,2019 Ivlainlenance,Repair Aird Opel'aliuns (%FRO)Supphoc ,Parts,L+quipmchit,llnGeriafx& 62 l�eit�tcd ea�iccs Page 387 of 909 MAZNGU. CJTY OF TUC50N DEPARTMENT OF PROCUREMENT rjr REQUF�$T FOR PROPOSAL NO. 192163 255 W. AL Mr:IDA, 6TH FLOOR,TUCSON,AZ 85701 PRJNCJPAL CONTRACTOFFfCER:JZNN MYERS: CPPB PH: (520) ). 837-4137!FAX: (5�0) 791-4735 c, How are green products identified in Your cataaog? Dnfine ordering? Catalog Green Product Identffication: The Grainger catalogs include designators of Green Products or EPP certifications, as illustrated below, -'O x 914r �,r}__ b roiwu -1bu T S'K q Mies C n. - ' .",,.�+ �_ iaPacit �`..' 91�[1J ,.. .0"Lv. _ tpt'a�� 3_. _ 0 v � :�W�Ciet'Ip;a•I}a'uflc ,4�'�y 4 6"x`12 N . .�iY � , '.� .,; .. ... ..... ...�'�:r.:.. .., .... .. ........Fes, 1�-_ Pull,, �--- To T Moo EPA Oad4wgffsrnrpoaPC lsIMB(mycladlfiber&h1anl, f,amsnSoagQS�v8}arwdardCmexad Grah?gei'res'es s}pec e r s'igrrrrrors in our hard eopj,caudag to Jdc?nt j&green produc& Online Green Product Identification: The City of Tucson and OMNIA Members can eas€ly identify environmentally preferable products on � Grainger,com. When searching for products simply look for the Green Leaf icon. This indicates that the select product has a UL vol[dated oertif i catio n and/or attribute. On G rain9er,com members can fliter any I product search results to view environmentally preferable options. I reinger proMes the CRY of Tucson and OMNJA Members with the abfiity to shop for all certf'fied products by clicking the certifJcation logo provided on the grainger,camlgreen website, End users can also narrow search results to identify environmentally preferable certifications and attributes that meet their speolfic requirements, All EPP products on Grainger's shelves will have EPP � product Iabal& 4NEMA µ•' F? ,..� SBCidFLBkr CF41GH The City of Ta'-s'oll YrbLL§SLIIP. { '.rye. . D o-c`}na.,+ ' and OAINIA Members. cry Rifrrow thele J:l a� tn�cascyw.s�sr 5� V,?ar, lh rO.su}t J)y Laid. r�;fitretY fRi .,,.. 41c.' !F o:t'Lralwrta(,x�.t, 9'.� p r C'lteCk�rr�, the CJ envirounren1-tally _ �� lil.2n'mF[iwtt#Y'I4VfW!u4'.{r}3: zaJ d altr brtte g1gy are yy���► Ik11��SI,iThT{dBLL 4F7�sTY 'dSDk¢en,'#76{ui[9z5'Wv{LV7- a FSG `r k.i;lLis i.ry d. Do you offer"Private Line"products' Please describe, Yes, Grainger offers 151,000 SKU's, across several brands in our private labef offering. These brands include Air Handler, Condor, Westward,ard, Dayton, I.,urnaPro, Speedaire, and Tough Guy, £tl'Y PdQ. 11 2183 - l'he city of Tucson&.0141<N1A April 11,2019 RJaintmance,ltcpair An(1 0pertitionx(%4RO)Supplies,Parts,Equipment,Ivta#erirLis 63 ltelfucd Servicos Page 388 of 909 CITY OF TUCSON DEPA0. TMENT Of= PROCUREMENT MREQUEST FDR PROPMAL ND. 192163 255 W.ALANiEf)A, 6TI� FLOOR.TUCSON,AZ 8701 �LG rirr 1 fd I�f CONTRACT OFFICEf ;JENYERS: f RiNCIPAL CPPB PN' (520) W-41371 FAX- (520) 791-4735 t# C ra Air rlftrtii bn Pradut Air f'Iltor Frames,Air Fiiwrs.I'art Shroud:,.Past Fxaath L'for Doper• i -.- --- - — . -- - ` ��rcolt�fi} �IltrQtian PeF34AI U NOt� tiva rtlui}ni nt; Eerlotjfk;,Eya;oa�r$JCdn sfale;,I f'aOe Sr ic�lcse,G'fo.e ,.. l lend H9t Unurv,Headgoer;Hirgn•bTslWity Apparel,Pr#f6rsve C:o'1-iris I$oi5uepr,tiB�Bly G'nSK'rP,E�Afe!v ra,lgrr$,IDW,rr+ sks,Srpfaty Fncdhcar hsdalstr�e!FEalad T ori;'Ileal S�yrege,t4lasier foal$r,t hlea.81jjCs TGvIb,Mand TOC.Y,ToM 4 , QWA4 INA umarl;�,4tadamry Pmor7odle,MioumaviQ%mctot Ah+�rc741alntartiar.x,I.ff€En�ipriaant _ P1k eiviori f.5a ur5i�en1,SIi Supplies,C7�tt�aor F,kjujpMrj `jd1tAY o FJdr trQmecfFal,i of Aald Matorlal Handilrrp;PAvtara,peryrTYans�r,',y°an,FIvAG,Furllr ,— 1+at.,unaa, utflry[he�r�rara,�7u8', o11130r.-r�,biailiaioryTsrals,�nervrwki��, 91sy�, Hand IGks 0cr1151 PfdkA I'4*,LIfls,,Winohas ° LIhtin �I to 4J 9 and x r8e:Lamps,l3aflasLs,Cork l,lghl)s par,Es I-tgli;s,F;�sh¢ �+ rs,�Fl� rtillgnfs�.� - ro plc u6htiny,r]x'tlrasr Niachiiie-rd Ugh ,WP9nlira Lige,MOrmh saraws,Porta61� #ter_ 09Nfrag Raape8.!D:1 Llgliung,7arB and ilxquk LlglHMO 'x Pi4eumatloo:rlhrashMrjttaFters,AlrCompressorsr,er�A000ssories,Alrl?ryer., Lar Il tfon9lw8,rampreaW'1013,lwafal'6,flas!wwin Diyers,I zr Nr%,ate",Hose RE�1% ell Filfora.Spa ay Guns ElndAccdss;oiidh Janitotial SU;Vlian;C'ieoging Chenileale•CIeaning spQpplies•Hind,nd Parfolaar tly0w I estrccai Fquip-wit,IN jE Cc;nlsm(qs,grid Lirl&rs Uality - The quality of rainger's Private Brand offering meets or exceeds those of national brands. Products with the Grafngear Gholoe designation are � continually evaluated by Grainger product managers and engineers for dependability and durab[lity to ensure performance. Value - Prnrate Brandt help The City of Tucson and OWA Members save s time and money. Most items are Stocked in rainger's distribution network and are exclusive to Grainger. The Grainger warranty prornise is fully applicable• $election - f=rom safety supplies, hand tools, motors to material handling, pneumatics and clearfing products; The City of Tucson and OMNIA Members will find a strong and diverse selaction of Private Brand products, r a. Submit all information that will aid the City in evaluating }your proposal. 1 Grainger Is offerIng an innovative solution aimed at benefiting the fty of i Tucson, 0MNlA and th& Partfcipatfrrg Public Agencies, Out offer includes but is not limited to meaningful benefits, a newly rev1sed incentive program, an advanced technology driven supply chain, and solutions tailored for the Government Sector, rainger's contraot solution benefits the City of Tucson, OMNIA Members and Participating public by: • A dedicated Public Sector Sales team for the City of Tucson and OMNIA Members whose purpose, training, and solutions public agency's WiDctatfons for compliance, value, and servfca. • A competitive price offer covering all Grafriger categories including a newly revised incentive program that reaches all aspects of the City of Tucson anti 0 M N I A meinbi~r operaitions 3 11F11 NO. 192163 IThe City of'l�tc�r)n {}bil�'Iti April 1] 20 f 9 'I1aijitun nce,repair And Operations (-WRC)Supplies,Parts.E[iuipnicrrt,Mkiforfais arc. 64 iterated Sol-vices Page 389 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT GMINGUR REQl1E8T FOR PRQPOSA� NO. 19216 3 255 Ae.AIAMEDA, 6TH FLOOR TUCSON,AZ 85701 r+r'� r PRINCIPAL WNTRACTOFFIC E�R;JENN MYERS, GPPB PH: (520) 837-4137 1 FAX' (520) 791-4735 A comprehensive reporting model for Governmerit customers aligned to specific requirements across acquisition, operations and audit. * A National cerc- list consisting of approximately 2,000 frequently purchased items ley cities, countles and education customers • A National functional alternative SKU list parallel to the market basket offered to all pafticipating agencies, • City of Tucson and OM NIA member Custom Core LI,t • DistrIbutor Alliance Program for local small business participation i Experience with and expertise and knowledge of the City of Tucson. Extensive product lime and related services of over 1.7 million SKUs covering 32 MRO categories with 1.3 billion avallable invLntory * Over 16,000 sourcing suppliers to meet specialty nods for items not offered in rainger's catalog Ongoing engagement with the City of Tucson personnel' to address contract expectations, changing priorities, and highlight new MRO products and innovative solutions Same day 1 next day product shipping With standard fire-Paid Frelght l I A physical presence in the state of Arizona since 1954, approximately 880 Grainger employees We and work in Arizona, i Grainger Specialized Government Solutions I From state agencies, ' education, and local municipalities, Grainger has built key solutions that go beyond MRO including; Department of Transportation, Corrections, Law Enforcement, Firefigh ing, Emergency Medical Services, and Waterworks, par#rnent of Transporlfatlon and Public Works: Grainger has products and solUtioi)s compliant with the Federal Motor Carrier Safety Regulations and offers FAZMAT online courses to DOT shipping ' .' labels and handbooks, Our solutions increase productivity, .;, ' r reduce maintenance backlog and increase the lifespan of your I equipment and other assets, i Dorfectlons.' Grainger offers food trays, uniforms and mattresses, metal detectors, security cameras, energy-efficient solutions, and personal protective equipment, Law Enforcement Grainger offers thousands of [terns iniAuding tactical vests, cutaway armor, carrier vests and specific body part protective armor. Firefighting,- Grainger offers firefighte=r gear, search and re-scue equipment, and fire station essentials that meet or exceed industry standards, rainger's After- Flours Emergency Services help emergency service agencies get exactly what they need, Emergency Medical elvlces' Grainger of=fers an extensive selectioll of EMS and rescue supplies designed to help cornfort, manage and transfer patients during f+ RFP NO. 192163 ""- The City OCI'ucson & OWNTA April 1 1, 201.9 - Kdnionanc e,RFpaiir rind Opera[inns (_MR{))Suppliu% Pals,Equipment, & 65 Related 5urviees Page 390 of 909 CITY OF'rucsoN DEPARTMENT OF PROCUREMENT NU PRINCIPAL REQUEST FOR PROPOSAL NO. 192 163 255 W.ALAMEDA, 6TH FLOOR.TUCSON,AZ 85701 PRINCIPAL CONTRAO'I'QFFICER'JENN MYERS, CPPB PH; (520) t+ 837-41371 FAX; (520)791-4735 emergency situations: and bariatric boards, stretcher and first aid cats, immobilizers, trauma kits as well as CPR masks to help you safely and efficiently transport patients, Waterworks,, Grainger offers pumps, testing equipment and meters to blowers, lab supplies and personal protective equipment, we've got top-quality W ' items to help you rnaintain your critical waterworks infrastructure, Solutions Include Security, Inventory Management, Fnergy Efficiency, and Emergency i Preparedness. Distribution Capabilities I Tucson and OUNIA Members product orders are avaliable for immediate pick-up, sante-day shipment, or same-day delivery, Grainger's standard operations encompass the following capabilities- 1. apabilities:1. On-hand Inventory: Over $1.3 billion in on-hand inventory immediately available to dellver to our customers to provide over 95% with next clay service, 2. Customer Specific Inventory ; torod Locally: Storage of customer-specific inventory at local branches or distribution centers to mitigate potential stock- cuts in emergencies. ; 3. Immediate Shipmpnt, 99.6% of in-stock products ship within 24 hours from Grainger's Nbrth American network of distribution centers. Grainger ships in- stock orders received by 4;90 pm local time on the day the order is received. Through the use of commercial carriers, such as UPS, customers receive most shipments the following business day. Additionally, Grainger uses local { delivery sources for emergency and other expedited requests. � 4. large Square Footage: Grainger's distribution network represents t approximately 25 million square feet, making Grainger one of the largest square footage sup pIIars in the industry i 5. State of the Art Technology in DDs: State-of-the-art, LEER Certified distribution centers quickly process customer orders and speed the pick-pack- ship activities for our warehouse [personnel, . Knowledgeable Branch Personnel Su ort: Grain er branch 9 pp g personnel provide support and services Monday — Friday, Ban — 6pm to assist customers. Services include: • Technical product support Search and seJect product assistance (in person, phone oremail) + Order placement * Maintain and manage customer specifrc Inventory * Product return services Gail ahead "Will-(;all" support for customer(product needs 7, Integrated Distribution Network: Grainger communications networks link branches and distribution centers across the country to allow total asset visibility to meet customer creeds expeditiously. This results in almost instantaneous transmittal of product inventory and shipment information. When a Grainger Customer Service Associate (OSA) receives a customer inquiry, the RVP NO. i92163 '-Die C'iIy nF Tues ort & ON-1NTA April 11,2019 l+�lrJLAcmance,repair And(�)erations (tIRO) Supplies,Pani, F,tpripanent,lvlatcrials&. 46 Relatecl ervic. Page 391 of 909 OITY of TUCSON D EPARTNI F-NT 0 F PROCUREMENT i R (REQUEST FOR PRCPOS AI. NO. 182963 255 VV.AtLA,MEDA. 6TFI FLOOR, TUCSON_AZ 85701 PRINCIPAL CONTRACT OFFICER'JPNN MYERS,CPPB PH; (520) 837-4137 1 FAX' (520) 791-4735 C8A ncit only has access to the local branch inventory records but access to the national inventory records for the product at each branch and distribution center across the nation. Grainger ships in-stock orders Feoelved by 4;00 pm local time on the day the order is received. Through commeroiai carriers, such as UPS, customers feceive most shipments the following business day. Grainger uses local delivery sources, such as messenger services or common carriers, which assure emergency and other expedited deliveries, i II 1 i a I I F I { iU-'P NO. 192163 _ »»� The City of Tucson '€ 6-MN11 April J 1,2019 Hill tananee,kgnir And Operations QvIRO) Supplies, farts,Fquipmcnt, Vaterials & 67 Related Scrviwes Page 392 of 909 GRAINGM CITY QF TUCSON DEPARTMENT0F PROCURENr-NT 11r MMM= REQUEST FOR PROPOSAL NO. 182163 255 W. ALAMEDA. 6TH FLOOR, TUCSON. AZ 85701 PRINGfPAL CONTRACTOFFICER.JENN MYER , CPPB PH: (52 0) 837-4137 f FAX: (520)791-4735 S. Services a. Provide a detailed written response illustrating how the services offered wilt meet the requirements of this solicitation_ Offerors shall provide the proposed services that will meet the Service Requirements of this solicitation, For each proposed category. describe and10F provide details explaining your capabilities. I n your response include fnformation such as- Orafnger has responded to all service requirements noted in this solicitation_ In addition, we detail below other value added services. 1. Policies and programs detailing your efforts in these areas. Grainger describes below the policies and programs offered in this response 2. Literature explaining your capabilities. Please see theendix for all Literature terature presented in this section 3. Submit all information that will afd the City in evaluating your proposal_ See detailed description of programs offered below 'I. Sourcing: ' 1. from non-catalog suppliers, ; i . of line card extensions of catalog suppliers, 3, for custorn products, and for OEM repair parts and accessories. Grainger'.s dedlcated soureing team procures those MRO Materinfs and supplies products not found in the Grainger General Catalog. Knowing our customer's facilitles are specialized and that product lead times are critloal, Grainger works with local and rational suppliers throughout the UG to address specialized customer product needs. rainger's sourcing team leverages Grainger's buying power for miscellaneous related products and provides customers with a total cost solution for acquiring infrequently ordered items. Through this channel, i Grainger provides qulck access to over 16,000 suppliers and more than five (5) million products beyond the Grainger catalog offering. Additionally, this channel provides access to line extensions (non-Grainger General Catalog product from Grainger General Catalog suppliers) and some discontinued product catalog fines. Grainger sourcing team accompiishes this through: • A centrafized, dedfcated, and experienced team to quote and manage orders. • An expanded assortment through a large supplier network of manufacturers and distributors. This gelleraily includes; ��I�Y NOµ'i921133 • •._�� n••�,-»�.,• The Cif}'ol'7-ucsc5n &01�1NJr� April 11,2019 N-lain lonail ce,Repair And(4)eratioiis (N-1RO)Sijpplies,1'Firls, Equipment,Nialcrisl"k 6+9 Rc-14ted Servk!Cs Page 393 of 909 CITY OF TUCSON DEPARTMENT 0r PROCUREMENT r REQUEST FOR PROPOSAL NO. 792763 255 VV. ALAMEDA. OTN FLOOR, TUCSON,AZ 85701 PRINCIPAL CONTRACT0FC;ICER:JENN MYERS, CPPB PIS_(520) 037-41371 FAX: (52p)791-4735 Expanded offering from core (Catalog) suppliem Products from non-pore suppliers Custorn products Select services Shipping orders directly from Ewppliers to Grainger customers 2. Software Punch-out Capability: ThG capability of your electronic ordering system to Interface with an agencies inventory software system With our e0ornimerce capabilities, customers may choose to order oVer the Jnternet through Grainger.uorn, place an EDI order or order through a proourement solution such as Ariba, SAP, or Oracle. $ G ra I ng 0 r.corn is G raincger's solution that allows users to find the products they need, compare like items, and purchase products of icientiy. Users can also access real time availability and track purchase history. This solution is available on a desktop computer as well ns on mobile devices Advanced Features of Grainger.com provide the approval, spend limits, workflow, and repofting features of Gralnger.com and improve control over spend and increase contract compliance with these features. Enhanced Features: Grainger_com offers enhanoed features for greater purchasing control and a r:ustornized experience, Through customizable ' spend management and order visibility functionality, Grainger' aims to help custoirrers manage expenses more efficiently allowing you to create custorni,zable order approval warkfJows and spend limits per user. Workflow Management Controls: Grainger's Order Management Solutions has no limitations today regarding order management through receipt of payment. i The City of Tucson and OMNIA Members are able to control and manage their workflow and spend management when registered and Jogged into Grainger.com. rainger's order management system allows the member I greater purchasing control and visibillty through customizable and flexible spend management authorizations. The workflow control's described fere are administered by the individual Purchasing Entity. Grainger's online Order Management System allows Members to: � • Establish an approval process for orders that exceed Member- specified dollar limits • set a budget for individual users on a per week, month or year and then track their spend with reporting • Designate specific users as approvers • Apply spend Ilmits & default approvers across multiple users or groups of users • Add notes to the order as it is sent for approval 1UT NO.192763 The City of'l'truion &C111')(NIA ,•••� ApriI H,2019 N19intenance,Repair rind ()perations(MRO) Supplies,Parts, Gyuipmcnt.kfaterJa1S & 70 ltChLLOd SenTices Page 394 of 909 IAMR CITY OF TUCSON DEPARTMENT OF PROCUREMENT af�1� REQUEST FOR PROPOSAL NO. 192953 255 VV. ALAMEDA. BTH FLOOR. TUCSON'AZ 85701 PRINCIPAL CONTRACT 0FFICER JENN MYURS, CPPB PH; (520) 837-4137 1 FAX: (520)791-4735 �F Modify delivery and payment information on orders submitted for approval ■ Add, remove cr change item quantities on orders subrOtted for approval • Apply a payment rneth rid from yo(Ir profile to a pending order • Set order approval rules based on Market Basket items Work Orolcr Integration: Grainger can integrate with cuatomeT Work Order Mana94�ment Systerns. This is performed through Computerized Maintenance Management Systems (CMM )/ Work Order systems with the purchasing process to allow for reconciliation of purchases from work orders. This integration aligns work order data to product orders and packing slips for streamlined receiving, and assigns product cost to the s work order, i I Oraer Management bashboarc L'.__aareG�2csn4 06*e�Y.<}muMr Gd 417ua:w r s_Irna aw tim the x IVIfvAA'WiIQ UI HviUW-You[m ahass[Ihsl 1�2kms usrUlrb Y.Ihr Ilp V112 Ea,c Uvkn aMA lYrtk per aider,m I.N qu!HK o'"a Abd n"j VmJ Ing martyr llrin cf.10F y.v.Nj lilih In aft jjmlaa.kie J[Emm Efts Qr Li p��riYLS'lex Ykmr w1,Cd Uii19 k+Y 'NaWl.ow l 6 mUC L7IIe ..... ............... —_ I � I 'I n'rr HBni r 1.4.+1RL'OYJS.[.6 _41,]1ACl11wnw.yC. SOAS .3_`:Nrcs;In}'.+x't+rl $1EEO p: PIUi0.Ulek 4 WOOLU.her Add 1 r A r s old}A�iru�rr I I.irTi its Tut.Multlale Users tlra.oLn.IlwE,a '6}�CnxEOI:Y-.nkIII PPS � E e. 3 l-DEDU45H nE IL 82-a4.{ pe'cn3er ^y, ..5r+1 SP,srdra PN[•i AlmI N.min.h�^M� i DIN Ikrer.Q leRsra rz,mif n r Elf l'I..h.l.i'f.I•ii+ I,w Nrwdf k'Iei, .. 1 1 Rl,iiiiA f11IILi I..._...__ � IrI r r LNOCi}2cflf I. LY�II n}FiT itlf!.I fIM'ia rJ al.'�In��ilx.Ir.4rix :eN m M,,m1i1 QW.90I xdO f1t] {,yrl.#,{ j 11 .� r.W CII12 MUM!:' . .. .. rnrHl r• r� Hs.IIY'S Fplka S'ielnf fW-' = S:i ii r JJIh',rlefN{1fI'• ,:'crel F3Y40P:crtc . Ai�Is%,a 4; itr+o:lls`J'r,IL y - —— rwrm I.• I'. ' hgrlh 3rWWI Et'dekk 7:.rLer I n!d ro L;:a x' 9E 79F.{pf 2a-d•rk I 1Aiip.wUrII[ '}� enl_LrJls APLE"UMI Wry, Fmi r6lu {eneCF�'na'Nard .--___—...._...._...,. Cpl f°'fir an 9:Itt: S}JSf-0tude' ryli.ilSKL UVem1]rinae 16r.UD errnuN v:f xgl7c a7d7mal CIADGAf Io':4 ebt'd'kx CU%- Grainger has established full integrations with some GMM Work order systems, whioh allow users to click out to a Grainger site for stropping' Other integrations have beery established enabling flat file The City uf'>[�Lcsun &0141N12t . April 11.20NUintenal oo,Rcpair Au{]Dnua-atinns(N RO) Supplies.T?art55 Equipment,M.9lurials & 7.1 Related Services Page 395 of 909 CITY OF TUCSON MPARTIVIENT OF PROCUREMENTREQUEST FOR PROPOSAL NO.192163 rn� 255 W.ALAMEDA: 5TH FLO0R, TUCSON,AZ 85701 PRJNCIPAL CONTRACT OFFICER:JENN MYERS, CPPB PH; (520) 837-x}1371 FAX' (520)701-4735 transfers to automate the reconciliation of work orders and purchases. Grainger's eGornmerce Solutions Managers can assess current work order and purchasing processes and streamline this process with The solutions mentioned above. Other enhanced features include: G Custom Hom* Page and landing pages: Grainger can cu,tomiae the user experience by enabling customer specifc content on the home page of Groinger.com. Grainger can also set certain pages as the default landing page for the G raj nger.corn experience. c> Personal & Shared Lists: rainger,com offers customers the opportunity to create personalized lists of frequently purchased items and sham those with others on the account for simplicity of repeat ordering, o Reporting (Order History Download): Easy access to detailed order history information such las Order, Shipping, Payment, Product, � PrlcelQuantity, Account Defaults, and more, i Mobile Apps: The Grainger moble app includes most of ttje same ' .7. great capabilities as - mentioned above on rainger.com as well as a few unique features fora mobile workforce, Omnia " members can use the Grainger app to find product, view and share i product details, purchase product, approve requisitions, check order status and history, chat with an agent for Delp and much more. Grainger has apps for iphone. iPad and Android devices as well as a mobile optimized web page. In addition to the same great search features found on Grainger,com, the Grainger mobile Opp includes barcode scanning, item number scanning, voice search and location based lists to straamline purchasing of commonly used items. Users can also establish KeepStock CMl programs and scan KS barcodes with the Grainger app. The Grainger incbiie apps make it easy for you to get the supplies you need while you are on the go. Wrocurernent solutions automate the purchase and invoicing of MRO purchases, eliminating many of the manual steps involved in processing transactions, and increasing data accuracy, With eProcurement, companies are able to control spend more effectively, Increase the arnount of spend being managed, reduce purchasing agent overhead and improve requisition-to-order cost and cycle time. Grainger connects to —Fd ND.192163 'The city or'1'ucxun &.(]MNIM April II,019 lmaintelnQe.Repair_4 dOprma[ions(MRO) Supplies,Parls.'Equi]mient, €iterials & 72 RCJtucd Services Page 396 of 909 C17 OF TUCSON DEPARTMENT OF PROCURE1�ENT riff REQUEST FOR PROPOSAL NO. '192163 f1 255 W. ALAMEDA. OTH FLOOR, TUCSON,AZ 85701 PRINCIPAL OONTRACT OFFiCER'JENN MYERS, CPPB PH: (520) B37-4137 J FAX: (520)791-4735 customers through electronic rnarketplaces, exchanges or enterprise purchasing software systems using universal technology standards such as EDI and cXML. Grsinger also offers a shopping solution comprised of Grainger specific.data deployed behind the customer's firewall. Grainger o fern the following eProcurement solutions and services: Electronic marketplaces., Gralnger connects to customers through electronic marketplaces, exchanges, or enterprise purchasing software systems using universal teohnology standards, such as cXML. Customers can "Punch-Out" to rainger's online catalog, create a requisition and return the shopping cart back to the rnarketplace for review and approval. Direct connections to customers' Enterprise Resource Planning (EIRP) systems, Grainger offers the ability to integrate its General Catalog and buying process with custoiners' purchasing and ERP systems, Customers who wish to "Lunch-Out" directly from their ERP can access rainger's online catalog and return the shopping cat { back to their purchasing system to manage the order work-flow. Grainger can provide Oracle R12, and a scoping call with our e- buslness integration team to determine speeitic need and custornIzation will ensure proper Integration. Our experience with over 125 cuatorner platforms {including those in the graphic below) gives us an end-to-end integration capability to drive streamlined processes resulting in cost savings through productivity enhancemen#s and reduction of direct ordering cost. We have a dedicated team of experts that will assist with CLIstoinization and Implementatlon. aorne of Grainger's supported ERP and Supply Chain/Procurement Networks include: * � , �; gust, HV�PS ACh E- I Supported eProcurement: Transactions: Grainger also supports custom non-standard transactions on a per request basis, in addition to the following standard transaction sets. • Invoice - 810 ANix12, oML , xBL • Payrrpent (CTX Format ONILY) - 820 ANS Ix12 F Remittance Advice - 821 AN Ixl2 ■ Purchase Order- 850 ANSM2, cXi IL, xCBL Purchase Order Acknowledgement - 855 ANSN12, cXML, xCBL 111 P h40.'192'163 The City of ll icsoiz & OMN.]A April ) I,2019 Maintenance,ltepair And 3p rations (1y1Lt0) Supplics,Parts,)equipment,A]aterials & 73 Relatecl Services Page 397 of 909 CITY OF TUC80N DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO. 192163 255 W. AI-AMI--DA. 6TH FLOOR, TUG ON,AZ 85701 PRINCIPAL CONTRACT 0 F FJC ER'JENN MY ERS.IPPB PH (520) {337-41371 FAX: (520)79 i-4738 lT • Sh€piBill Notice - 856 AWN1 • Functional Acknowledgement - 997 ANSlx1 3. histaliation, Repair, Maintenance & Turnkey Solutions & Services: The ability to provide installation, repair, maintenance and turn-key solutions and services through Contractors business units, authorized manufacturer's facIIItiss Ar other avenues Grainger will assist City of Tucson and OMNIA Members in working with manufacturers, suppliers and third party Installers, as to product, equipment, maintenance and related training programs. These programs include manufacturer-certified set up, product installatlon, post-installat€oh services and maintenance services. Provided in Exhibit 4 rarainger's Volvo Added Services, are rainger's value added fee and non-fee M R 0 related solutions, Services provided by third-party providers may be subject to a fee agreement between Grai4iger and the provider. Grainger vdll continue to adjust services offered as solutions become avallable. i Grainger's offerings of value added support services of products or equipment Include: + rainger's network of installers provides turnkey and/or labor-only fixed fee installatlon and support services. Turnkey service offerings Include materials, labor, recycling, rebate administr-ation and tax deduction documentation. if applicable. • Currently Grainger has identified 65 companies that have satisfied our vetting process. Ail companies used by Grainger are licensed, insured, qualified and capable of performing in accordance with Member service req uifernents. 4. Invontory Solutions: Provide inventory management solutions for � stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vending machines, Consulting and analysis solutions are also desirable. Inventory Management is a kinique delivery solution moving high usage I items olose to point of use and maintaining critical product availability. I Through its KeepStockO Program: Grainger provides multiple inventory management solutions reduoing Member's total cost of Inventory ownership_ Effective inventory management reduces on-hand inventory, improves purchasing efficiancies, and ensures availability of critical product all while providing secure and eff€dent access. Beyond industry-standard vending machines, rainger's portfolio provides both customer-managed (CMI) and Grainger vendor-managed (Vhtlr) inventory options, including vending. Solutions range from simple to complex serving Member needs and can be combined within a facility to provide a custom service. Keep8tock0 can be integrated with Member purchasing systems c connected with G ra1nger.corn. RPT°NO. 192163 w The Ciiv of T)icsoiz& ONIN[A April. 11, 2019 lyiain10fl0isw , Reli air Arid Operrtciotrs (1ti-11t0) SuppIics,Paitis,F.pipment`Ma[tiaialSF74 Related ervioos Page 398 of 909 GR CITY OF TUCSON DEPARTMENT OF PROCUREMENT r� 14MER REQUEST FOR PROPOSAL NO. 192163 285 VV. ALAMEDA, 6TH FLOOR. TUCSON,AZ 85741 PRINCIPAL CONTRACT 0FFIGER;JENN MYERS. CPPB PH'{820) 637-41371 FAX: (620)791-4735 VIVIII KEEPSTOOKc ONSI'TE; This solution offers inventory support from a Grainger Inventory Mailagerment Specialist, This resource helps agenoies identify inventory needing replenishment through defined rninimumirnoximum inventory levels and can assist with inventory restocking. The onsite resource may assist with invoice inquiries, product returns and expediting orders. The agency keeps control of overall Inventory needs; the Grainger team mernher will; • Identify Inventory Needing .' Replenishment • Manage inventory levels to i the established minimum maximum levels j + Organize inventory and restock products in proper location * Cross-reference Grainger items from your approved purchase requisitions and orders * Coordinate Grainger resources to identify the best product solutions, • Scan managed items and place spot buy orders as needed # Handle invoice inquiries, process product returns, and expedite orders • Source #~lard-to-5nd products • Docurment standard operating procedures at customer locations to provide direction to back-up resources to ensure continuity of service r • Comply with the safety and inspection requirements of the fgcility • Understand Inventory Needs for ongoing insight i KEEPSTOCK@ VIENDINC: Grainger offers a variety of 1 eepStock Secure vending rna;chines to include Coil, Carousel, Lockers, Catafnets and Drawers. Each machine is customized and configured for agency needs and supplies requirement'. { RFP NO. 192183 The C'f1.v oi'7'ocxon & orcein .....»��,� April 11,2019 3]ail k1unancti,Repair And Op!talion1s (%-'TR M 911pplie-3,F�inx, Equiprnent--Ma2rin.1s& 75 J��;Iated Services Page 399 of 909 AZ CITY OF TUC 90N DEPARTMENT OF PROCUREMENT rtifR k REQUEST FOR PROPOSAL MO. 182783 255 W. ALAE IEDA, 6TH FLOOR, TUCSON,AZ 85741 PRINCIPAL CO NTRACT 0 F FIC E R'J EN N MYERS. CPPB PH; (524) 837-41371 FAX; (520) 791-4735 4 ` s M ■ 7.'a Hlali sec,fiSy _ fth!n m�..11um 15eo, fy •MediuRt5ecurky. •Merlum 9ewrfiylar stye -AudmmaiNIAaU products df Yaryln�sizes capabillfy -Faequil es II41�to� hack-imkheck.in •G00d for rnnswr nbfos P.WL L fep�tkaglii Ass9nrbre I use *Oepof,ad,l disfrranahr opllon z nd 0 jrdt)!P3 .K oxible chest tv as ay 00oaes 'QWNMso up to *Re1i;5toblet lv veul19ura3 D6 to •V&iwa drewer ' n uniquo r7ems- -ACt301riM0C!0te -.w.Can adaGe items mrlipurallons to lwc,er IIa5gles of vadoge 62es grhnrltltptleiel i�errs l of dlbrenl suns ; Grainger will provides compfete project management of the dispensing machines Implementntion Including planning, transportation, I'nstall'ation, onsfte training and repienlshment services. The City of Tucson's agency or OMNIA Member is responsible for provIdiing the necessary electrical f and interneconnections. i $ KEEPSTOC STORE; This solution provides a fully stocked and staffed : Grainger branch nt your location especIally helpful fnx high-volume, high- traffic deeds. Orainger will work with the agency to determine which items to stock and ovesr@[I scope of the solutlon. i i CMI CUSTOMER MANAGOD INVENTORY: solutions let agencies j manag&their own invelntory via Grainger technology. Keep C MI is a web-based tool that provides flexibility to manage inventory to support � specific operations along with searreless functionality across multiples devices. it Is an easy-to-use yet very powerful softtivar8 Solution providing j visibility, flexibility and control while managing products across different inventory locations, Grainger offers this program for no additional charge to any agency who is interested in self-managing invenfor , CMI features include: Search online catalog, add and edit products from desktop or phone Create and manage fire quently ordered items vf' Scan bar code label's to reorder from smart phoney to reduce manual errors Set approval levels for ofde:rs View and track orders V Compare alternate products to select best-vafue Print labels In reed-time for your bins or recently added products Set minimax levels and restrictitans -Ria P No. 792763 The City of Tucson &011-I TA April 11, 2019 Wainiunall ce,Regmir And Opsuh atinns(14IRO)Supplies,Parts,l_Seruip]Dcrrt, Materi ds& 76 R.elnitd Sur ict. Page 400 of 909 INGER CITY OF TUC 60N DEPARTMEN`f OF PROCUREMENT r�r" REQUEST FOR PROPOSAL NO. 192163 255 4V. ALAM EDA, 6TH FLOOR,TUCSON,A�r 85701 PRINCIPAL CONTRACT OFFICfER'JENN MYERS, CPPB PH' (82G) 837-4137 J FAX; (520)791-4733 Manage user limits and restriotions Customize pmgmrn for specific location needs such as storage areas, product types Ability to manage items in a controlled or restricted access area such as union shops or correctional facilities Great control and irrlmediete information Dedicated t eepStock Teohnical Team MANAGED MRO SGRVICES, Managed MRO provides customers inventory management expertise while maintaining control of day-to-day operations. The customer maintains respon5ibiiity of purchasing, order management and supplier relationships and control of all customer data. This is not a standard VMI program. Managed MRO is a fee-based service where Grainger Inventory Specialists work at your facility to � manage all defined rnateri2ls—both Grainger and non-Grainger I product, Mariaged MRO supports your f=acility by doing two important things; First, it adds expertise having Grainger inventory management experts onsite managing material & products with the knowledge and sKlill to support all inventory management needs, Second, it creates � accountability for materiel Management and ansures the necessary tasks are completed with efficiency and precision #o secure materiels t investment while creating KP and documented cost savings. CUSTOMER GRAINOER GRAINGERi MANAGED ■ J. Managed MRO � I '. Web 14 Mobile onsite AeVWtlij�trmQnt 1"Crnl}tIlid Clrsp11NJ43R j Personnel&St4Drer+4,qi1, Bal o#ions 'din+P4ax8akup 6I1.e1#Levol4 coramilori I cllgnca Rcplalnl2l,r ent+IsUurEnflc 1 apgt buy { MUM JtPtjWStIN1 ChQckhx(C;haok OU' I 8Pat Buy+xnur411gL AppfmW'v%h4krlow Puta-day Pruduct Data 001IQ s'vil PIouumnni InI Expertise { I =----------- 451Ja1EAftod 15uj*orls Grainger Proof id Uhly ---^3- FOD 9As441 18uppor.sAIJ Produel F I I Managed MRO provides accountability and expertise by developing new processes and procedures relative to agency indirect inventory that support necessary tasks to keep operations up and running, We will work within existing systems or implement our own if you do not have one to track and control all indirect materials in the facility. We provide clear line of site to day-to-day operations; all #ale while the agency maintains full control of procurement and purchasing dedslons. Our focus is on material management and finding ways to reduce product expense, butter leverage inventory investment and increase the productivity of agency staff. F EEP TOCK(D ORGANIZE: As part of the KeepStockO portfolio, Grainger offers this service which focuses on inventory organization and consists of three ( ) fee-based parts or phases which can be deployed together or independently. RFI'NO. 192163 � µ Y ~ •••�_ The City of Tkre5on& ON]I IN IA April 11.2019 Prfaintenalrcc,Rcilair x111(1 Operadons(MRO) 4uppliui,Parts;Bgilipmpm,MatL!dals� 77 Related Serviws Page 401 of 909 GRAMER CITY QF TUCSON DEPARTMENT OF pROOUREM ENT REQUEST FOR PROPOSAL NO. 192163 255 VV. ALAMEDA, 5TH FLOOR,TUCSO W. AZ 85701 PRINCIPAL CONTRACT OFFICE R'JENN MY ERS. CPPB PH: (520) t 637-4137 J FAX: (520)791-4735 w,lnvdrrto io t', ri[i #or .9 iu ala 13 loc Ali _ , t rti'i16 flnY* 1:� 6�i���v'. rea ti ltf` =:.t 'Jo Jtisr i j f:, . ..rn ., , .. _ ,tr� orf.1�. ., ..� .EW:li • Keep$tockO Layout' Comprehensive inventory management planning, virtual Jayout configuration, and project planning. KeepStockG) Cleanup: This service includes labor for teardown of current storage fixtures, repositioning retained fixtures, construction of i neve fixtures, product movement anti product positioning. KeepStock Content: Ey capturing current inventory items and thelr attribute elements, this service Uploads data into a materials management system and may Include ongoing database I management. S. Small Business Prograin: The WITty to incorporate small business enterprises into your distribution, sales and product offerings � i Grainger has two cote programs prorr7oting diversity. In both programs, all f i pricing is accessible through this Blaster Agreement. The programs are: • Tier II: Grat nger's Supplier DWrsity Program • Tier I: DPstributor AIIIancc- Program f. Grainger's Tier II Supplier Diversity Program I rainger's Tier 11 Supplier r' Diversity Prograrn affords the Co of Tucson and 0 M N I A Members access to diverse manufacturers and suppliers through our catalogs and distribution ,H channels, Started in 1990, 0rainger's Supplier Diversity Program is designed to grow this sector of the economy while~ helping customers get their jobs done with quality products from [diverse Business Enterprises (DHE.S). rainger's Tier 11 Supplier Diversity program includes over 270 DBEs, and offer's more than 91,000 items across 1800 • product categories. Grainger also offers products from over 2000 Small Busifless Eiiterpriscs {SBE,.), off=ering more than 300,000 products- The model allows DBEs to concentrate on what they do best and leave the Iogistlos and distribution of their products to Grainger. raingef's Tier 11 SLIpplier Diversity Program provides Members access to DBE products through all of our ordering methods ( rainger,cam, Redbook Catalog, phone, fax, walk-in, etc,), and distribution channels. rainger's customers benefit from one-stop shopping. Registered suppliers are eudited monthly to maintain active supplier dlversity certificates. Supplier diversity reporting available upon request, 1UT NO, 192163 -- .... ...��� .� The City cif Tucson & ON'INIA April 11.2019 Majnteimk , Rcq)air A nd.Operalioils(NM 0) SUPPJics, Parte,Fq!uipment,lvlatDflaIs R'. 78 Related Scrvicc Page 402 of 909 GW CITY OF TUCSON DEPARTMENT OF PROW REM ENT r�r AIM REOUPST FOR PROPOSAL,NO. 792163 255 W. ALAMEDA, 6TH FLOOR, TUCSON,AZ 65701 PRINCIPAL CC)NTRACT 0FFICER:JENN MYE RS, CPPB PH.(520) 837-4137; FAX' (621))791-4735 Products from diverse businesses are featured on Ora€nger.carn; • Products from diverse manufacturers and suppliers are , identified on Ora€nger's website and within our catalog and index with the diversity symbol to the right. + Customers can locate the offering from diverse =k suppliers by searching "Supplier Diversity# on Orainger,com. • Additionalily, oustomers can filter on the left-sidebar by "Supplier Diversity" while searching an Grainger.com. Supplier recrultment is continuous at Grainger. Our company website includes a link to the supplier diversity registration portal. Certified businesses that register are available for referrals to purchasing officers when product review, RFP, or spot buying oppartuni#ies occur. Gra€ager includes DBEs in i meeting unique product requirements through singer's Sourcing program, if products are not currently ava€lable in rainger's general catalog. In 2018, 180 DBEs, and 1700 SBES participated in Grahnger's Sourcing program, Grainger promotes the number of products acquired from diverse companies a in several ways. Grainger is a corporate member of the Women's Business Enterprise National Council (1+ SENO) and has been a member of the National F_O13T Chamber of Commerce (NGLCC) since 2014, ranger partlelpates in numerous conferences and seminars to assist diverse Businesses to further establish or strengthen themselves, rainger's Portal ' invites diverse suppliers to oons€der doing buslness with G reinger, Grainger pursues outreach opportunities with diverse organizations to � understand their member offerings and to promote opportunities with Grainger. These include the Mowing; i * National Minority Supplier Development Council (NMSD ) * Women's Business Enterprise National Council (WOENC) * Small Btrsiness Adm€nistration (SDA) * National Gay a)nd Lesbian Chamber of Commerce (N(3LCC) Veteran Owned businesses • Veteran Associations Ok � singer's Tier t Disirlbl for Alliance Program Orainger's Distributor Alliance Program responds to corporate and government regulatory and policy requirements as to buying MRO goods and servioes from Diverse {.ran Business Enterprises (DBEs), Since 2008, the Distributor Alliance {DA} Program has helped customers support DBEs while consolidating MRO purchases, Over 50 DA DBE5 resell the ent€re 1.7 million products offered by Grainger and provide Services to customers with procurement goals to support small Businesses and provide employment opportunities to women, minority and veteran-owned businesses, The DA DBE is one of the (many points of contact for the customer, including Grainger business managers who mentor DBEs and act as a liaison among Oralnger, the end customer and the DA DEE. RFP NO. 192763 The City of'Picsoa d 69KJA w April 11, 2019 f0aintenan cc,101mi r rind 01wratious SuppIies,T?mis,ISquipmul ,N'laterials& 7 Relatud servic's Page 403 of 909 CITY 0r TUC30N DEPARTMENT OF PROCUREMENT ( REQUEST FOR PROPOSAF NO. 192163 255 . ALANIEIDA, 6TH FLOOR.TUCSON, AS 65701 PRINCIPAL CONTRACT OFFI EP JENN MYERS, CPPB PH: (520) 837-4137!FA}C: (520)791-4735 1 We monitor each DBE's performance with a monthly balanced scorecard. We provide feedbaek and offer assistance in performance areas where improvement is needed. We seek to provide meanifigful focus in pragmat€o areas where eff Icienoy can be gained and effectiveness can be unproved. rainger's Distributor Alliance is also a member of the National Minority Supplier Development Council end supports several NM,9DC Regional Counclls. We are corporate members of the Woman's Business Enterprise National Council. We recruit diverse suppliers for line review and custorner proposal opportunities by participating in M1WBE Business Opportunity Fairs and other events that support M/WBE buslnesses. 6. Green l Sustainability Programs: a. Policies: Efforts and policies pertaining to green and sustsinab€lity. b. PraducW, Impact on product offerings. o. Distribution: Impact in distribution. d. Recycling of Lamps: The ability to recycle lighting and electronic products. e. Lighting and Energy Audits: The ability to perform lighting and energy audits. f, Cert€ficatiuns` The Industry recognized certifications and standards I obtained, j I a. Policies. As expressed in Exhibit A, Grainger works to improve our environmental performance across our value chaln from our suppliers through our operatlons and our customers. VVa encourage stewardship in our operations and share our lessons with others. We partner with third party � sustainability organizations, such as the CDP (formerly known as the Carbon Disclosure Project), the GreenDiz Etxeoutive Network, the U.S. Environmental Protect€on Agency, SamartWayOD Program, UL Inc. (formally Underwriter's Laboratories, Inc_) and the U.S. Green building Counc€l to help us align our I envlranmental investments with our stakeholders' expectations, We focus our efforts where we can have the most influence. Grainger's Distribution Centers account for roughly 38 percent of our operations and will proportlonally increase as we expand our service offering. Inherent to this footprint is an opportunity for energy � management. We closely monitor our energy ttin<x} consumption and improve our green enemy mix by research€ng sustainable solutions to increase efficiency and utilize renewable energy. When passible, we invest in onsite renewable energy, purchase renewable energy credits and green tariffs. In 2013, Grainger becarne the first industrial distributor to set a OHG reduction goal. Our 15,,5M feet re target is an intensity goal for GI-IG over avenue: to reduos our North American Scope Lp_tU-CaWreO�*wth eghl7 { and Scope 2 OIG emissions per unit ilorlhA4 Fknll43rarnrepf.*u,ba6 IU-'P NO, 192183 The City of'ftesorr&014N1A April 11,2019 1vfz iotenane-o,Repair A11d C>peration5(N]RC)} 9appli�s.Yrrm,Equipment, atari�l5 Sc 80 Relal ed Sc n icei Page 404 of 909 CITY OF TUCSON D EPARTIVE NT 0 F PROCUREMF_NT r1i71RSER. REQUEST FOR PROPOSAL NO.192163 255 VU. ALAMEDA. GTH FLOOD, TUCSON,AZ 85M PRINCIPAL CONTRACT OFFICER'JENN MYER$.OPPB PH' (520) I 837-4137+FAX: (520)791-4735 revenue 33 percent by 2020. The goal was designed to be aollievable, yet challenge our operations to identify innovative ways to operate mcre efficiently. We are currently snore than half way to our goal, and have reduced intensity to 14,7, a 20 percent reduction since 2011. A 33 percent redaction by 202D goal focused Grainger on doing business the right way by investing in renewably: energy and energy efficiency. b. Products: As expressed in Exhibit A. Grainger provides customers with the products they need to keep their businesses running over the long term. As pert of this, we work to understand how these products affect the environment. Our customers have increasingly requested environmentally preferable products (EPP) and we stock them to improve our service. our EPP portfolio helps customers rnnintain sustainable facilities through efficlent energy management, water conservation, waste reduction and air-quality improvement. The Grainger EPP portfolio includes more than 914,000 SKUs, 26 EPP product certifications and 46 EPP product attributes. The portfolio also spans more than 600 brands across 672 product categories, More than 16% of Grainger suppliers offer products featured within our i environmentally preferable product portfolio. ; Foraroduct to be classified as environmentally y preferable it must maintain � one or more environmentally preferable attributes or third-party cerfif3cations { such as WaterSenseO, ENERGY STAR(I!D OF Green Seal. Our suppliers inform Grainger of the product certifications and attributes their products may carry. Then an independent 3rd Parr, Underwriters Laboratory Inc. (UL Environment), verifies the vlabiII4 of the certification or attribute claims. Grainger also works with UL Inc. to ensure that the most current certification and attribute options are identified. The City of Tucson and OfVINIA Members can easily identify environmentally preferable products on Crainger.com. When i searching for products simply look for our Green Leaf Icon. This indicates that the select product has a UL validated certifoation and/or attribute. On Grainger.com members can i filter any product search results to view environmentally preferable options. ii f I f RFP No. 792163 »•~.� — � »»»~ The City of Tucson &OKIN1A April 11,20 19 R.-Iainren.moe,Repfeir And Opem ions ( c)) Supp iiCL, farts,F,quipirneat,lvlaloriKls& 91 Related Services Page 405 of 909 CITY OF TUCSON DEPARTMENT OF PROC U R EM r:NT RAMM REQUEST POR PROPOSAL NO. 992963 255 W. ALA MEDA, 6TH FLOOR, TUCSON,AZ 85709 PRINCIPAL CONTRACT OFFICER',lENN MYERS.CPPB PH' (520) 837-41371 FAX; (520)791-4735 Grainger EPP Portfolio - Product Certifications & Certification Bodies: IMF, Paeaix�i. P .Gia 4pfd �11U6 Ze.. Iblwb ra 'PryfdJel {'d61pt9.' Enff�y$I�r 4HF LAnLWI FHLII X D5 hrr 0.t 4m�uellon i F i BGShtiVoi YhOaSe�ieu ' •ysemr{1gk4 IL$PRl C[�ufiLS � SuoMir plc Fv�wlnlefle. L3laheaep. 'urs IrY lwuauoef }11 Tjznrrpl Frael .. . 91 ,! III chiaRi NSK ' I�:C{itlfl� ULC h!'9kirErer9Y "Cal U P. erl�+Ersl OSYlllad r P9tduolt GrSa Prms1b, p+ernlgm ,1;4tro r Q od9areoab(eoC Levels WVI Pagdv Ins4.G#o CR1GicCn rhi}{I m k �r�ctSGAQrdD L�DeL L�led I C�dlfied .' RepirarneoLt Our environmentally preferred product portfolio is featured on the careen Resources landing page on Grainger.com. I c. Distribuffon., Grainger was the first industrial supplier recognized by the U.S. Env[ronmental Protection Agency (EPA) as a SmartWaYO Transport partner- i The prograrn provides a forum for the EPA and businesses to collaborate in I order to improve the environmental efficiency of their supply chains by reducing GING em[ssions and a[r pollution. I i We view our suppliers and vendors las our allies in improving our emissions and rnater[als management, We rely on a network of third-party carriers to meet our tra ri sportati o n needs. We work with our larges#suppliers to innovate and improve our distribution packaging. We collect data and share best praotIces in sustainability across our value chain by engaging our suppliers through the CDP Supply Chain Program, Grainger strives to ship all items in an order in one box and an the same or next day, depending on customer needs, Internally, we refer to this practice as "ship complete." This approach and commitrrlent to serving customers in the most effioient way possible also has positive implications on the environment- Ship compete reduces the amount of boxes we need overall, thereby increasing energy eff[oiency and producing fewer emissions through our transportation partners, d. Recycling of Lamps; Grainger's recycling services solve the disposal problem for environmentally hazardous bulbs, dry batteries, and ballasts, Recyclable KIM When you buy our specialized recycling kits for fluoresoent lamps, ballasts or dry batteries, you're buying a whole turnkey service for one all-[nclusive price. For larger volume needs GraingLtr offers bulk pick-up. We will custom design a program service that encompasses lamps, ballasts, batteries, electronics, and mercury, The City of Tie*ou & Ohl1![r .— April 11, 2014 lrtamtcrlanee.Repa[r And Opera ions(M RO) Supplies.Parts,Egipipment,Adawia ab; & 8 Re]atecl Servicos Page 406 of 909 lly CITY OF TUCSON DEPARTMENT DF PROCUREMENT , f i R` REQUEST FOR PROPOSAL NO. 192163 256 W ALAMEDA, 6TH FLOOR,TUCSON,AZ 86701 PRINCIPAL CONTRACT DF FI DE R;JENN MYERS, CP PE PH; (520) 8374137 i FAX: (620)791-4736 Each kit includes: Special UNMOT approved container Preprinted label with instructions Toll-free number for pickup Certificate of reclarnation BATTERIES I 1OTHER Afkallne _ _ Llr)e®r Fluor(,2wrlt Meroury Cavic6s LwW AddY y. C4rnp�nt nuoreeoettt _lherrnumetc�rs& Thernlosta#a mlum 1AZ41 i Clrcrilar Flunrasr,Qnt �Ieclmnic 1Ng6ta Lithlum lon U-Bond or U-`t-ube a"eU Phones Mercury High Intensity Cischarge(JAID) Inkjet-Toner Cartr:dl a_-s I Irks l dirafum fdc&,nn GanrgrMors,Wros & M otors Nickel 1\40al Hydridr3 sP,atlrvrl5roc�i& C tllfir t�ecfa�ty —Di spertsrrrs Sliver Br❑kir n or GruS00 Paper Towal zhc Carbon T IJ01~=mining Diode(LED) Toilet F3iv�r Ivry coil _ hen Soaps Sea ed Lead Aofd olychlerinated Biphenyl(PC_ Hand 8onifters N°°'-P f _ AnaerohlcorLIghlCure Adhaslves �- . ... _ Pnxarer bola j Grainger Branch Programs; Grainger offers customers the opportunity to deposit recyclable items in collection boxes for no additional charge in Grainger branches through our partnership with EnyiroUght , specialized } } recycling services, i AddlftoW Supplier Based Programs: Grainger works with our key i suppliers to provide the current folicwinq no-fee and fee-based program's for Members. i • Grainger offers recycling kits available for purchase on Grainger,com for marry of the items listed above provided by EVERLIGHT , RECYCLERAK & SUPPLYPAK. Further details and kit specifications can be easily obtained by entering the search term "recycling kits" on Grafnger,00m. • Georgia-Pacific's (GP) Dispenser Refurbish, Reoycle, Reuse (RfRR) Program provides a no-charge end of life solution for old paper towel and foflet paper dispensers, The GP team removes old djspensers and reuses components. Old dispenser components are utilized in manufaMiring new products, such as computers and automobile parts. Dispensers are pjoked up at the end user's location. • Georgia-Pacific provides arta charge service developed to reduce the number of batteries in Iandfifls In partnership with CALL2RECYCLE f Through this service, boxes can be provided to customers for collection l UP N0.192163 —_.-»•••»»�• The Ckv of Tucson &41 INIA •4 April 11,2019 Malnwnanm,Rcpair And Operations(1viRO) 5uppiin. Pal-Li,Rgnipment,Nraltriajs 83 Rclated Services Page 407 of 909 CITY OF TUG SON DEPARTMENT OF PROCUREMENT rJr x REQUEST FOR PROPOSAL.N0. 192163 255 W. ALAM EDA. 6TH FLOOR. TUCSON,AZ 85701 PRINCIPAL 00NTRAUT OF FI CER;JENN MYEIRS, CPPB PH; (520) 637-4137? FAX' (520)791-4735 of used batteries. Boxes are picked up at the facility and new boxes provided for continued collection and environmental disposition. DOJO will 000rdinate the removal, transport and SUStninable disposal of old hand soap and saritizer dispenser materials when oompleting a DOJO managed dispenser installat€on project. • For Members utilizing LOGTITE Anerobics or Light Cure Technologies, i-len€ al offers a solution to help you imeLA recycling goals and recycle items that were previously non-recyclable- Through an Innovative partnership with Terra,Cyde , boxes can be purchased that enable convenient return shippIng and recycling, • Stanley Blaok & Decker offers a no-charge end of life solution for DE!ALT BLl G DCG :R, STANLEY TOOLS & BOSTI TGH brands, e. Lfgh/Tng and Energy Audits: Grainger Ughting Solutions (GLS) and f Grainger Energy Services (GES) provide a network of qualified, insured and licensed service providers that help identify and facllitate a variety of energy savings projects that Iinpact the bottom line. --_ L1gIlSlllg IaVAC Adut<r �-- VJhsler 13:'tFc lts aNktgnanct} i}r3ve call mall:,ia &UpUFAeeS B UpAearEes Upgimle Upgrades ;Ienm. Syy lem EloclrlC Vah ichi Cunrpro.4d Air E}JJ i C07i9CH4nt} ! A%S1MV,J1kS 1ta F, ) (;MMFUlnU 6JaJJGJJ SyLK9m SlUdfalC R wY4lem Stene & ll �'55�1:3 tfhs�dltations UPaTod+,y upuw.fts i Comprehensive Services Include: Multiple Energy and Water Saving solutions $ Audit and Financial Analyals � V Material, Contractor and Project Management V Installation by QuaIified, Insured and Licensed Serivice Pariners Indentificaiton of Applicable Incentives and Rebates Disposal and Recycling rainger' Mid-Stream Utility Rebate Program; For the City of Tucson and � 01VINIA Members in eligible Zip cones. Grainger Ident€fies utility rebates applicable to LED Light€ng and other items. f. Certifications. This gear, Barron's awarded ,�, C�tpil{[ER - . Grainger the prestigious award of being ranked #8 nrwtn . yp<I RMMvi:SIS{CvnwYlYVY.M on their list of Most Sustainable Companies. Grainger has also maintained the A-CIDP score for five years in a row. 7. Training & Sducation: The ability to provide on-site and/or online training and educational pro ramsiseminars 4 't'he(;ifv of TUcsou &Oh'1GNI�i ,kpril 11,2.U19 Maintenance.Repair Aud Ope itions(MRO) Suppli s,Pars,Equipmaut,h�i�#eri�tJ5 & 84 Related Services Page 408 of 909 CITY OF TUCSON DEPARTMF_NT OF PROCUREMENT 1rn0REQUEST FOR PROPOSAL N0. 792763 255 VV. ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PRINCIPAL CONTRACT CFFICER'JENN MYER , CPPI3 PH: (520) 837-4137 1 FAX: (520)791-4735 f Technical Training: Grainger offers training seminars led by an industry- experienced, certified team of third-party instructors. Participants receive hands-on safety and industrial skills devf�lcpment that can be applied on the job Immediately. Training can be scheduled on-site at customer locations or off-site at scheduled locations across the U.S. Exarinpies incl Lide; • Proto Tools Hand Tool Safety Seminar • Gas Detection Equipment Training • Dewalt POYJEr Tools + Ari Flash Awareness Serninw * Fire-Resistant Worllwear Training * Fuses & Power Distribution Training • Fall Protection Training Climbing Pro Ladder Training + Hearing Protection & CoriseTvation Spill Containment Training Training i Safety Training: Grainger works with well-recognized safety suppliers for facility and product surveys, along with fee-based OSHA certification and training prcgrarns to help you stay compliant. Our strong relationships within the s0aty Industry enable us to offer hassle-free services, including turn-key pmduct and program soautlons from our safety suppliers as well as third- party service providers. Please see Exhibit 9 Grainger°s Service, Training and Assessment Descriptions In the Appendix that details other training i addressing safety in the veorkplace New Products: Training for new products ie scheduled through Grainger's local Government Account Managem, local branch personnel and ! or � General Catalog manufacturers and suppliers. Grainger will wont with the City of Tucson and 01VINIA Members to identify any new products for which i you need #o coordinate tralning. On the Job Webinar Series ,`7 r� the J i ark FREE On the Job WebinarSeries- rainger,com provides current industry information and helpful updates. Grainger will provide trends and updates on Its "On the Job Webinar Series" covering areas such as' • Safety • OSHA Regulations • Productivity • Procurement& Inventory Management Green Solutions ■ Emergency Preparedness l _5_1? hl0.9 8271#3 �. �.�«w�»•«• The City of Tu esen &ONINIA AlaiI 11,2019 Mahiteasnce,Ropoir And OperKriwis (%IR()}Supplies,Parts;Equipineni,MrrrarhlIs& 85 RLIated Sendoes Page 409 of 909 � :�AJOC; pol1B19?F gR �s-' 3pmv `1uowditlbq siJej S21[ddtlS (C)?IIi�) St1GLIW,-)([U PILE+-LLP,LfI� b 10z `I I l!ac[v � #1 muco 2P 3rasatgjo AJID mIL -- -- x-Y_ -- 94ZU 'ON JT DT •senll-eillul uolleluewaldwj 033-1 I ul}vt poddns pue uo!}apuawwasei jonpoid 'eauepin5 fiulpinaid }Isla I liaddn alp L3 6JN0 plLiwaeqgnd ua!gea!}pap 0331 13um9Jnd siawomno iO3 1 uop:DL j1JaO @033-1 J pleuueggn}d aaq}d duiew pue -auja!64! pugq .'f upkar 1Jod'dns of.sJ0lelnoluo IC)8 ql�A. luaL.ussasse s-ua. 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Aamns AjIIIoN 19 eln �,oddns saPIAaJd AQSAan!0 'seesa00Jd davn Area Jaeij i110 u!epw,%0�npeJ pue ampii?adde 'A�Apipcud eAcudwl lgrn!10npoJd aJaQ jaolzf a Aasaan!0 ulejs74s .puE 6uiujea}.:'d{L�e .' 1�s=usi Dirt u ! L; [i !ep .siodris �4 513 fq:;di!II s, a4 .ut3ep qsease�0jd pci jC}ol `s?'nPoa aed ai{.:se!1!luep! i,al L?aI}�}�aa:' prL3n ueaJO : !I f1b 11 J600u!..ersoJ�luJI. pue 6i1!iLr?al . 8ucar�p Ire: 04:Qi :padrrpodguli lu u.fL it jLroi: iLu!uil�j I.: uolS ai}ilia pia Bua. A j j hasrani 13ujulsai janpo,Fd paaaalaJd AJjVju0Wu0JJAUq 5�LV- E(029) ' 'd3 i 1� t-4UR (O 9) :Hcl 3ddO-SH3),IAJ NN3f: 0J3AQ lDnIN00 1VdI0N%d 40299 ZV'N0$0 Pi '�d0Old HID`H03VJY1V M 99Z 9926fi 'ON -IVSOdO'Id'IOd 123f1CM >rrrrr iN3va�jnoOJd d01N!-1MUibd0Q NO30111 d0 J1110 GRjUNGM CITY OF TUCSON DEPARTMENT OF PROCLIR EMENTREQUEST FOR PROPOSAL NO. 192163 255 VU. ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 r+�+ PRINCIPAL CONTRACT 0FFICE Rj: NN MYERS, CPPr3 PH: (520) 837A137?FAX: (529)791-4735 F r New Pg 8,HI Pn�par d.ness ..S0j11 F2isk. ,ssessirfent to:fully'un6ersfa6d:.your risks.aid dei you into Pra rarn;� __ __..- .. - ��ct�rrii nDe with'EPA:& 08HA_r_guiati6ns _ Grainger Safety Assessment J-- Grainger Fleld &afaty Specialist provides+comprehrgnsiveYaudi to ---------- _deterrnine safe[y issues and provide solutions to address violakians. B. CUStgrrler Support Services: The policies on replacements, returns, restocking charges, after hours service, after sales support, out of stock, order tracking, technical feedback, quality assurance for orders and drop shipments. Policies on Replacements A Returns. Grainger's standard return policy reads as follows: Returns for Grainger products must be made within one (1) year from the date of purchase, unless otherwise indicated. Returned product must be Irl original packaging, unused, undamaged and in saleable condition. (goof of purchase is required. Grainger wlll either replace the product or issue a credit for the purchase price. Nestoch}rrg Charges: There are no restocking foes for Grainger catalog { items. Returns of non-General Catalog iterns may be subject to a restocking charge, After Hours Service. Grainger's after hours emergency service provides product fulfillment after standard Grainger branch business hours through e toll-free number (1-800-CALL-MG). Servioe is throughout the US. Calls are routed to onp of our US based Grainger Call venters, A Call Center a employee then contacts a local Grainger branch employee, via phone, and 1 relays the customer information, rainger's branch employees are i committed to contacting the customer within 60 (minutes of the initial $ custorner call to arrange to meet the Customer at the local Grainger branch k to fulfill the emergency order, After ,Sales Support. Customer support is available at 800-GRANGER (800-472-4643) provided by US based Customer Service Associates (CSAs). 0raInger contact:centers are avaIlabie 24 hours a day, 7 days a 1 week to assist our customers through .?hone, chat and email. The Customer Service team consists of highly trained and experienced employees including Technical Product Specialists (TPS) that specialize in each of our product categories.to serve our customers. All Customer Service team members will provide informatlon, answer questions, piaue orders and address customer conoerns or issues, such as: Information on order status and deliveries, Backorder infotma Ion ■ Item price Ir?bonation based era contract Product availability Dela+lac{product information Helping you lOca to products for speciflo applications and liar jaq products whioh ++reef speclflC technical requimmeats W+P NO.992163 ---� — 'Fha Cite of'l'ucsorr &{IIkTNi,4 _._.. Aprif 1 f,2019 .Ndaintenance,Rtpalr And Uperalions (iYMO) SlApplim Pzwls, Equipmcnt,Waterla15& 87 lt.e1alcd 5urvic�-S Page 411 of 909 MM CITY OF TUCSON 0EPARTMIENT OF PRO CLI RE1w1ENT GMIREQUEST FOR PROPOSAL NO. 192783 255 . ALAMEDA, GTI-I FLDOR, TUCSON,AZ 85701 I'dPRINCIPAL CONTRACT 0FFIOER;JENN MYE RS, CPP13 PH; (520) 837-4137 f FAX' (520)791-4735 + Providing dodica fed man ufacturar and teohnicaf support resou es Helpings auyers,selecting altemat&p accts to complete prrrcir0sos Placing and maneging emergency orders Generating produ t gtrotafrons and assisting with ordei,placement Out of Mock: The City of Tucson and OMNIA Membefs can view real time status of product availability on Gdanger.com, If the end user is unable to wait for a back-urdered product, the Compare Feature on Grainger.com allows them to compare products with similar tit, form and functlon. They may select to wait for the back ordered products expected ship state or select an alternate item to purchase. When sending an emall, the Customer Service Associate will [et the easterner know the product Is on back order and provide alternate products to review. The final decision to select an alternate product is with the end user, No alternate products will be ordered without priof approval, The Q r o f _ Tueswn and hiW,+.,awrrw,sl+riWH-syi�n Of1iU7,�fT 2A rrnryo-.onlx,:�u:,s i '' k,•n ,r $iG2ta.. i dr ,vlrw3=riy.4wc.r,} f''.i I,4idr l+/.ilw,lYF,ILL Nl-b4L 1 Members ean Jcr&w GIQves,CotLUNI n-+e,i.r ' a a[� �fCJ A r } .isl �aGc�lyy�.. ,�J�'f1C� a payability on j { , � �-!P� ��.°t�ik.�.Ss:iY;,r-`. , .. „r�.;�•.Ya4,:.ti:��Klh{".�_�:='. 4 ��yg ,•-0+walu. {}...'�y.i,♦ a la+.r s,n O,krrro,rr o+.rx.i,r O Srwr.Yrr. 1y�� y�R rµ1�1IJ Wee pmducts have hivn 'vIU'1'r a•..k �ryRO.r+Lfii h4.�'•.y{r5�+�w,'f'{ ifi:p,�lNo-Jr [kxr UN- r�rF4 Gar..f1'Nr_[ pp--yy t L ��� U./1p1,4+!'].V�1gi.Y 1n115}i[:Lux t+"'�a ! r 1 L,�Y AAlttwrvf d4 '##f. l {,�rk4 .l ,'„moi,lF!'1delal It;Cm(x liklmodIale- Mrii llcarihr h` ni WdOD 0 4W11 q'is 0 µ4b IMP}# { i¢ a 91MIlc- eEoa,ra Se.+1rp. {�1� rproducL L MINK mernham can p4-oduct or wait to r the to -41'.' .4fai -1 !Jelr1 •r{r lr nl:, ro RFP NO. 783183 W ---- - ••••• The citv of 7'uCS(Ill & C)141[NTA Apt'il 11,2019 Nlailrien�LWO,Ropait And Operatbn5( leo) SuppJi0. 1'L9TtS,Equipment,�''fa#etia[s & 88 Rdatcd Services Page 412 of 909 CITY OF TUCSON DEPARTMENT OF PRO CUREIMENT eqAMUEMEM� REQUEST FOR PROPOSAL NO. 19216a 255 W. ALAMEDA, 6TH FLOOR.TUCSON,AZ 85701 PRINCIPAL CONTRACT orriCER;JENN MYERS, CPPH PH; (520) 537-4137 f FAX' (520)791-1735 Order Tracking. The " of Tucsan and DIVINIA Members can use Crainger.00m to track the status of any pending order, regardless of ordering channel (on[fne, phone, fax, e-mail). End users can determine Shipment status, backorder status, and partial order shipments, will call order pick-ups and order oancellations for orders placed within the past 36 months by o fckfng on the Order Histary link at the top of any Crainger.com page. When the order leaves our DC, x'110 t)J-OdLrct:r iF40tAjte4 1iIJQW r1)Ve Grainger will send a shipment 'rrmk yaw 01pitkont. notification with a [nwt,o 44w fwtjr,'I4 } "V r 4mr 1Tj "hUE.l l�lEhfll 4iF. n�rrA�a�s to�a�rcr+wak r#,knoS14n�4�EW"fists traoking number {apa3 QEtf?kkL E.iftid•U c [Ynxt• i that allows our �ram+alrf�o�t;rnac �rsa� customers to Ct�,�tlotb7�#�G..�lxaNd4 ' track the order fr� wx�. xw � through the FoiAoX deliverycycle,y Tpar,�klrag information' can he rrc'ca+sed ftoru the Technical Shipment Rotrflcatiorr Feedback; Grafter provides direct technical support from knowledgeable field personnel and manufacturers' fiefd representatives, In our key supplier s programs, manufacturers dedicate field resources to work solely with Crainger's field representatives. In addition, Grainger has an in-house Technfeal Product Support [Department whose members have an average of ; 8 years of experience to answer your product related questions across all product categories. Customers have easy access to this service during standard business hours Quality Assurance for Orders and DropShipments.- To ensure a quality I customer experienoe, all phone calls are automatically recorded that oorne into the Contact Center, This information is utilized as part of a robust QUal ty [Monitoring & Coaching approach where each Team Member receives scored evaluations completed by our QA team and hlsther Servicef Leader each month. There is a similar process to audit email and chat transactions as well, in addition, a cross-functional team captures and 1 investigates Service Opportunities to determine the root cause, any specific actions that are needed and to determine if this is a larger, systemic issue that we should address through technology updates and/or process 1 ohanges. Grainger Supply Chain and 131stribution Centers are also vigilant in monitoring feedback, both from customers and carriers, about the quality of our shipments and those of our manufacturers (drop shipment). Goals are set to ensure that products are delivered on time and in good condition and exceptions are captured to understand the root cause of the issue and adjust as appropriate. RTP NO. 192163 The City oYTLWSIIII &.OMNIA ApriJ 11, 2019 jMaL111tL'nallce,Repair And Upuralk)n s(PTR )Supplies,Pam,Equipinelit,hL-sterirtJs&, 89 R- JKtcd 9elvices Page 413 of 909 CITY OF TUC$QN DEPARTMENT OF PROCUREMENT G' NEER REQUEST FOR PROPOSAL NO. '192163 265 VU. ALAMEDA, GTN FLOOR. TUCSON,AZ{35741 4tr PRINCIPAL 0NTRAOT OFFICrzRJENN MYERS. CPPB PH: (520) S37-41371 FAX: (520) 791-4735 8. Other Services: Other value-add services not included in above categories Grainger presents sertrices In addition to the required services listed in the RFP. Grainger will continue to add value added services and programs throughout the life of the contract that will ,be available for all Participating Agencies and OMCdIA Membem. fir: S f t Value'Add'-soluti rYs: i i FIELD SAFETY SPECIALIST ASSESSMENTS ' rainger's Field Safety Speoialists bring education, experience and expertise to help A+lernbers address a wide range of safetyand health questions and issues assisting with injury reduction, oornpliance improvement, risk assessment, YOU to understand goals and align hesVn-class solutlons. Grainger has the depth and structure to deploy, support andli�jdin,q and i track agency-wide initiatives. In addition to readily available assessments from Manufacturers, Grainger's Field afety Other deffilides Specialists leverage our Grainger Site Assessment Tool (GSAT) to evaluate,a inroad range of OSHA Regulatory and Oornpliance needs. The LSAT delivers a customized report highlighting areas of a safety program that are currently in compliance or areas where additlonal focus may be needed. Please see hibit 5 GSAT Site Assessment Flyer providing further details regarding the OSAT. The OSAT includes topics like Hazard 1 ontrnunicstion, IPE, Lockout Tagout, Confined Spaces, Fall Protection, Ladders and Temperature Stress, among others. Out#cams'f rirr ry acorectit tiorrs caatif rre by. prfd 4Y;affill l7o1 I f # 1dg0 l i•fad ii <jtialu�l : t1�t� kaarci aFrtlfElld safety f'rafesstoinls lrsc.tude: k "t';: •" :: ' :..=;.:+ „. ,:='",.: ...:,:.'" •ryR+ U j d 84fot Els`PixYF s ia: i. 1lS�r�' i �: KkFf;ori safety ltftionl.{O ) ." ni` d:;y)# D `ilea#"brr [' .<, { -Arx;oclaite S8fe#y Prnfessional-(A-sP) ?afefyTralhodSgpervisor(STS) •(i aY�drAjrj�E�+�i�:� iilice�Cel[�ir�o4:FT#sirlts:.:.;°' -.{f4gd4. eOticglj ).:.;,:.r",: ::: .... . .. . �;��.�? �1 � �l�ur:��ii�.i' l'1�;:90:#�oi�f:;�;{•:;�°; :0 . :r.r�DuJ�x�roiis' Sg?pll�P'�rid'�h�rikita�i� i::7raVii' i ONLINE SOLUTION CENTER Grainger complied an online safety oenter with information and resources that help k eep people safe and facilities running. The # ;��:;�.<�y�:m��;,��„�• Solution Center allows your safety specialists to stay on top of the latest safety news, trends and regulatory issues free of charge. rip 0 Safety Data Sheets (SDS) sheets: Quickly access the most �. ��`n , • 5 current SDS for your records to help keep employees Irlfonned and }your facility in compliance. OSHA checklists: Easily identify potential h@zards at work �::: _ .R " © ,ei with our comprehensive list of OSHA checklists. Questions are ::.. . .. .. ... .."� N0.192163 M The City of'1t►cson & C1MNLi April 11,20 I9 MRifiWILH11ur;,Repan•And ONrEi6on5(MW) S4ipl)1ie1q,r}arts:Lequipincnt,mattrials & 90 iterated Seir•ices Page 414 of 909 CJTY OF TUC$ON DEPARTIVIENT OF PRODUREMENT ER REQUEST FOR PROPOSAL NO. '192'163 255 . A1AMEDA, 6TH FLOOR,TUCSON,AZ 85701 lotr PRINCIPAL CONTRACT OFFICER;JENN MYERS, CPP5 Pl+(520) 837A137 i FAX' (520)791-4733 bayed on applicable OSHA safety standards to determine corrective measures needed to help eliminate hazards and keep you compliant with critical workplace safety regulations, • Safety & Compliance Directory: Find vital information on hundreds of government, pfivate and nonprofit safety Organizations_ Use the online version or request a printed copy to keep on hand in emergency situations. Online Safety Catalog: Instant access to our latest Safety catalog 24/7 in easy-to- navigate format. Search by product name, category Or SIU. You can also browse through past catalogs and even request s print copy. Journey to Safety Excellence: The Journey to Safety Excellence is a program designed to assess not only your safety program strengths, but also where you might have opportunities to improve. That assessment becomes the guide or beginning of your Journey. The prograrn will take those identified opportunities, provide guidance to improve in those areas and implement the plans. You can help iiinprove your safety l program in four areas, +" Leadership and employee engagement Safety management systems Risk reduction Performance measurement • O HA's Law & Regulations: This page contains links to all current OSHA standards, provides Information on the rulemaking process used to develop workplace health and safety standards, and inoludes links to all Federal Register notices that are currently open icor comment, This page also provides links to the Occupational Safety and (Wealth Act of 1970 (OSH Act) and other relevant laws. • Quick Tips: Quick Tips provide fee, fast and easy access to helpful workplace product, complianoe and regulatory inforroation. Resources you can use to help make informed decisions abort a variety of common workplace issues, Access hundreds of articles written to help keep workers safe; your business in compliance and your facility productive. I Ask an Expert: Safety experts are standing by to help with: Compliance questions Product help Services and solutions to fit your needs, and so much more • Grainger's Safety Record: Customers cart review online insights, articles and videos covering safety topics regarding people, facilities and general safety provide by industry experts in rainger's Safety Record. Examples include but are not limited to OHSA State of the Unlon, Fall Protection Standards, Footwear, and Heat Stress Illness Prevention, For addition offerings see https:Jlsafa�y.�Irailncrer,�gmlinsi�htS. IUP NO. 192163 -- The City of Tucson & April J I.2019 Mah)tonuncc.lRepair And Operatinns (vM) 4uppiiUs,,Parts,Lquipmmit,Materials 2r 91 Rehr" Service; Page 415 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT � '��� REQUEST FOR PROPOSAL NO. 792163 256 Ulf. ALAMEDA, OTH FLOOR,TUCSON,AZ 85701 PRINCIPAL CONTRACT OF'FICER,JENN fbMYEIRS, CPPB PH' (620) 837-4137 J FAX: (520)791-4735 SAFETY SERVICES Grainger vvorks with recognized safety suppliers for product and facility sLirveys. along with fee- based OSHA cartification and training programs. Those strong relationships provide hassle-free access to the safety services needed to stay compliant, including JnstIFUrnent CnIibl-ation, iNetTr^ Gas Detection and lockout procedure Services. Through a network of qualified, insured_ and ticensed service providers, w6 Provide agencies with comprehensive solutions that help.- * elp.* Maintain Safity Px l3vilding Compliance * Increase Worker Productivity * Drive Energy & Facility Efficiency • Reduce & Conserve Operating Costs P9"!wmwift,-5pedila Trnfning-.Wa offer a wkda' CrrmPllance&'tralIng- Pfo�lram 9 wnwttlie arua caro asM&sad;:voss iangv of EHs.lrainlop oaurscs l�us�ilA arteskc rsru tun+f�cls9 D�tirclo}�oriart.=�Ifecilve iio xs rkslka'n firrfer#o yOur er�lploymp nead 10 Fiala for WmilllcalI'm rind�o-Ea programs apd.probe lLlrea 1,16HI@y PoiG.7lrel 11MMMJrs kljurn elreciN*paifofm thafr n,oTllkor Imalloua vr,rk hefg en�we oampkinto or hlgh-i fsk e-i a ns Thal may jc�x sarelyc Trei[ling ofreringa' a raag%o 1W con(rals and And efeaka a tare v kplac& -Gigue I'urthe#Micn,Im gre avnllahba IhrcLtgh an : saf6 wnrk rreulfcea our.Ire iuF your omployaaa-haae I'akart n ravhdy. br ihrdugrl hrlp:elnera s<I- icg rams ora UUwuloped ao i3n an-71 inyirm10. j. •+;[U fra6plawkiwn � � � � Asba8ko6 Frv'l1'aufbu�iness operalloms.. - hroFlatkrlsctrlualofct '�+ [rlspnorl . . oani bag.aoriquctld safely,and Ycll -?uudfLwaLr1r.Tasiing mrnACovkledlhraushrmlirte [tfnr{nod Spec ". oG $liaaior ,andcarA1F LSIIL,iI[y #,amp[a6'5 ar.olisio l 017-8ikg Crane'l loft ll� "+ ffsl L�f#.. lap�nanl- f � _[ncdusfrisl I fNrane warvllr� . I •L:-wr9k nny r"yS 1rda �'unl�ele t'r'srson f ik icaslln{; "AQ Fla.sh+Electrldal Gar .. Frf anami� Ccuff3ricd sl�". Conllnad 3par,� •ftNR SUP�eyx •1=ire f-.Ah1 ,jI�har Ire C>Sll)pia�er many nCy AdIon pjbhL 0 •Pulwnwy kmul•an 7gblhq f'Qealop;rlarticr •Ffi-ROhf.•lrCr?r;1A�a •-�aniplintf •£n ]roMielwllalgYLy •kLarr,,er,4,boor r'�r>xIIR �IaiadrJs i •8 ilioel 1'ecl inr road$a {.ockoxV'Tagout' � �1'I aft I Jozand Aujl,6jS •6d+5L3!7lna A'trardirla lhspedoo-n'nd Asset- i k ' NFf'ls'IJ[ 1r9rT8[�umahl •Lc-YkoL�U7a�nut . •'Ho6nta�rJl�anPfil i+iaoflfnoGuording o'aj iiChr .i ileganiaa7t rSiOIJi7.�.urVEy •;.OEd[�l.Hfray�uk I ' I Mncilina Guerellnq ;Ialardicpl i irat Ald' ; •Olins�nraly Menagar 8[ }fsd�Lcnlon�. Please see Exhibit 6 Gr'aingerSaNty Services Network for additional services, I 2.- Con§ulfing 3ervioes mInger'S Consulting ServIces teams analyze Member opera#ions to increase efficiencies and lower oo;st associated with acquisition of MRO products and inventory management. Based on aur experience, most Members have the opportunity to take as m U C h as 26% or more oUt of their costs. l�.L'1'NQ.792763 The Citi'of'lress�n & 011lti ��— April '11',2019 lv aitiwiianoo,Repair And Ojpuratiokis(DARO) Suilplie,;.Parts,LgLLiP111C111;1�1f11�1'I€115�G 9.2 It 1rLtL;d Ser4ices Page 416 of 909 1 T of TUC 8ON 0EPARTNIFNT OF PROCUREMENT GMNGER. REQUEST FOR PROPOSAL NO. 797783 r J+nmr 256 Ukr, ALANIZDA, 6TH FLOOR, TUCSON,AZ 85701 PRINCIPAL GONTRACT0FFICER:JENN MYERS, CPPISPH: (520) f 837-4137 f FAK (520)791 A735 This evaluation employs a strategic framewofk of identified cost drivers to benchmark and provide ideal and cost effective solutions, This frameworlt of oost drivers focuses on; • Process: Grainger consultants can help redesign purchasing 'and inventory management processes to reduce complexity and cycle time while improving servrce Ievels- Vile offer solutions to streamline the purchasing pros ess and a Utorrtate inventory replenishment for enhanced productivity • Inventory: Inventory is a critical, expensive oomponent of a Member's maintenance operation, Consultants provide expertise to optimize inventory levels. We work with Member resources to understand inventory demand and supply requirements, identify obsolete stock, recommend Proper on-hand inventory levels and set effective reorder points for fv1RO items * Supplier f Product: Consultants segment, classify and analyze suppiierlproduct usage to Identify op pertunities for greater leverage and incremental value. i Technology: Effectively integrating electronic solutions into the MRO procurement � strategies is the key to enable long-term success and cost savings. Our Consultants develop strategies and implementation plan to get the most out of your eileotronlo solutions. Please see Exhibit 7 Graingers Consulting Inventory Baseline , -Orol hga rls FbgtWear•Pf grarrM:SS hopim6}ile Solution. Grainger's managed fbotwear program allows employees to order shoes through four different methods, W hether you're buying shoes through our online tools.. at a Grainger Safety Footwear { Center, or from a S hoemobile, our [benefit Management Systern can help manage your footwear program. They're all connected to offer you a consistent ;shopping experience, 1. Online Safety Footwear Program: Administer footwear programs and purchase online with our easy to use web interface programs 2. Shoomobile: Grainger Shoemobfieas drive to your facility to service employee footwear needs. Shoernobiles display over 100 footwear styles to meet your program needs and stock 2,000 pairs to allow your employees to receive ;shoes during a visit. Trained footwear professionals ensure correct suing and comfort, 3. Grainger Footwear Centers: SeJect Grainger branch locations across the U.S. stock the latest footwear comfort technologies, 4, Onsite Safety Footwear Center: Company-approved inventory and displays located i within your facility rnake rt convenient for your employees to purchase safety footwear. Facilities bvhich meet minimum requirements are serviced onsite by Grainger's customer service staff'who Meas ure your employees for the proper fit, Our Safety Footwear Selection Includes: 500+ styies including a large number of :Made in USA' styles, from office dress to most- rugged slip-on and boots ■ Over 100 styles speoffically for women — one of the largest selections in the industry, built sized and fit to a woman's foot • Over 40 different brands RFP P40. 192163 �.. The Sit'uf'fucson& [}.ltNTA April 11,2019 aNUintenalroc, Rcpair lend Operations QyjRO) S11Vl)1ie}.T?Rft5,li lLdPnrtatl, -N4a1)a1'1Za5& 9.3 Relatod Sorvices Page 417 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT �r+ � REQUEST FOR PROPOSAL NO. 192163 255 W. ALAMEDA, 6TH FLOOR,TUCSON:AZ 85701 PRINCIPAL CONTRACT or FI GER:JENN MY�RS, CPPB PH: (520) 837,4137/FAX: (520)791-4735 • Wide price range to accorrlmoda#e bofli company and employee budgets It One year manufacturer defect warranty on all styles • 0 days OrrtployQe satlsf2lction guarantee • Free shipping of any footwear return rainger's Safety Footwear Buyers Guide (hard copy and online) helps employees navigate to the correct shoe. f Dedicated 800 Specialized Footwear customer support I Aac01i6 to ALL *b'Dhedvlad*Vnrns 11;a 1ped blanches Cn-Silrf ealsalr sit I xlylee svaltaUe .011 %le lrklcl! V1s1,s -AIrollr�r opQon votlll ajul mer i(,.Gwion i Ealwto.ucr 111tciriot .WC30 rango of#kyles 86iman bariallts GuMommVpro"d w Fully rntq,�rtaleicr with A glace fl0111 OUT acs Mom Iii-nil( l inwonbory inv�nl41y and disph�yy #3rA�nr]e�.GUfs1'� Atlork�CI9Clic-Y1 Ot I Ae Benefits Management t System (BonMn) 70 { Benefit Management System (BenMan): Whether you're burring shoes through our online � tools, at a Grainger Safety Footwear Center or fronn a Shoernoblie, our Benefit Management System cart lie Ip manage your footwear program. They're all connected to offer you a consistent shopping experience, i The Benefits Management Systern is a purchasing and tracking system that's integrated into Graingef,corn, { It delivers fast and emy purchasing and custorn reports and benefits track!ng • For customers engaged in the safety footwear program this means that they remain In control of their program while BenMan simplifies administration and saves thern time and money m reducing the costs aasociated with implementing 2nd maintaining a prograrrl Features I. Set up footwear selection guidelines for your employees based on their work environrnent. . Select from a menu of services to track employee purchases and manage eligibility. . Manage and review payroll deductions 4. If you have payroll deductions you can easily view and monitor there for each employee 5. Manage employee eligibility through subsidy reporting. 6. All purchases are tracked and managed so you have complete fine of sight to purchase history 7. Leverage two specific reports & Purchase history, all purchases made in program 9. Subsidy eligibility-dine of sight to who is and isn't eligible based on purchase history 10. Generate custom reports I RFI' NO. 192163.. — �.T.�y..Y. The C,.t 1,7, rcRnn & Oh1<lVl;l April 11,2019 ' Jaurtetsortcc, Repair And Opuratiora5(MRO) Supplies,I mIs, Equipment,MaWriais44 Rclatecl ervices Page 418 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT IGR" . REQUEST FOR PROPOSAL NO. 192183 255 U1+.ALANIEVA, 6TH FLOOR,TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICER'JENN MYERS, CPPB PH (520) x#37-4137 f FAX- (520)701-4735 SHOEMOBILE SOLUTION: rainger's Shoemobile fleet is unsurpassed in the industry. We operate a growing fleet of 4;5' tractor-trailers and 6' trucks. Trained service representatives measure customer employee's to help ensure a f proper ffl and suggest styles that adhere to their i company's footwear program guidelines. hoemobile* can display over 100 footwear styles to meet your program needs and stock 2,000 pairs to allow your employees to receive shoos during a visit. Trnined footwear professionals ensure correct sizing and comfort. Grainger has a 98% fulfillment rate on our Shcemohlle. If a shoe Is unable to be provided at time of purchase, Grainger will shIp the shoe AT NO CHARGE to the employee's home or work location. i Point of Sale: Grainger Is a leader in Shoemubile Automation Technology, We prooess transactions in seconds using computer-generated sales tickets & barcode l technology, leaving more time for proper fitting and style selection. Compliance Benefits Administrators can establish compliance measures with - F Grainger's Benefit Management System with the fallowing capabilities: 4 5 � i - 1. Employees can only purchase footwear that � meets the requirements of their job task, ensuring they select the right footwear as r specified by the employer. This reduces the risk of employees burying than wrong footwear cr footwear that does not meet the appropriate A TIVI standards. ' 2, Robust reporting allows an organization to track not only who bought footwear, but also who has not used their subsidy, a potential indloetor of old or worn out fool-wear. Ensuring the footwear is in serviceable condition, reduces the potential for r Issues dire to worry outsoles, etc. In addition, eoeption reporting allows an organization to ensure everyone has access to the appropriate footwear, again reducing the Potential for employees to use unapproved footwear. Grainger partners with a nehvork of eyewear providers that can offer multiple solutions for safety prescription eyewear needs. Service options include onsite kiosks or local etre care service providers- Each program has unique features and may require a minimum number of eyewear users. Further details are presented In the charts below. Eyelatfon [ Eyelation is a benefit management system enabling employees to order 2117 and companies to save tirne and money. Over 250,000 registered users currently use Eyelation's Benefit Management Platform to manage their safety eyewear program. The Eyelation program includes a self-service kiosk with its own Internet connectiulty and allows for online ordering on customer's desktop and mobile. IdeP No. 192163 »� Tlke City of Tucson & 014TH i April 11,201 kfa;ntenfauce.Repiir And Operari ons (NEW) Supplies:1'mfr %,RgsaipmenC, & 95 Rented Scrvioes Page 419 of 909 CITY OF TUCSON DEPARTMENT CF PROCUREMENT RAMER. BEQUEST FOR PROPOSAL NO. 192163 255 VV. ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PRINCIPAL CONTRACT 0 F F I CER'J E N N MYE RS, CPPB PHI: (520) f 837-4137,`FAX: (520)791-4735 l Eyelation Benefits I ... axc fou 2417 system access for all employees • ustomi�-,able for departments so ernployees only access approved products • All orders are reviewed by an optician • Benefits, eligibility, and renewals are managed by Eyelation ■ Productivity savings of approximately 4.5 minutes per employee vs traditional BRx programs Transactional savings • One cohesive program for all employees ' .. I Account informs#ion Including benefits, eligibility, and product selection are compiled, eJong with download of employees nt the plant. Administrators can access the Adrnlnistrative Site to export billing details that mi-respond to the distributor invoice, ,...,.,----__.._-.�----- i 2UOYor more for kiosk ------ - --- Total Ej eivear Usej � Online ordering now avnl table, minimum of 50 i ....--....................._................ . - •--........-...................................... , Components pr1-Ticiny Format iced-separately - 41 Order at kiosk with its own internet 3 firae,r'ringPro ess f connectivity or online, 24/7 Manages eligibility:and allowance . Pr'ogr'i2mi ' Re.p6rt1ngEvail6le-oar Munagemerit Too.1s Eyelatian.corn . , Program set up process. Schedulcd � = Program Start Upf fnstaliation of onsite kiosk or ' ar:tivation of online program. s GJ'assaes Pick Up fVlailad to home arwork r r I Hoya I I-loya's SRx Made Easy provides a sh-nple process for customer's to purchase prescription safety eyewear thrOUgh a national network of independent eye care professionals. Package prlcing saves custorners money on a comprehensive range of frame styles and lens treatment options. SRx Made Easy turns a logistical challenge into a tangible benefit for your business, Hoya's Six Made Easy provides a simple process for custorner's to purchase prescription safety eyewear through a national network of independent eye care professionals. + Program works for any Size customer or location I RFP NO. 182783 �~�• Tike City of Tucson ��0�11Ntti April 11. 2019 Nlaintmaacc, Rcpair rind Operations(NiW)Suppiios, Part.,F,quipneni A-tfllcrials a, 96 Rclate[f Set�ices Page 420 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT HG u' REQUEST FOR PROPOSAL NO. 19216a 255 VV. ALA MEDA, 6TH FLOOR,TUCSON:AZ 85701 PRINCIPAL CONTRACT Of=FICER_,lENN MYERSI 0PP8 PH; (520) (" 8.37-41371 FAX; (520) 7�1-4735 imputed SKU Process - Only 4 Price Packages & SKU's Each SKU is a complete pair of glasses and includes professional optician fitting services (regular eye exam is not included) Access to Hoyn's nationwide~ netvork of eye-care provider BASIC package: includes Plastic frame by HOYA ( 0+ styles to choose from. such as new high-wrap foam-lined options) Enhanced package. includes any frame choice from the ooJleodo{a, including titanium and stainless steel frame options- Sunglasses option: includes Choice of PhotoGhromic or Polarized 18iases HOYA has partnered with more then 2,000 independent Eye Care Professionals throughout the United Statea to provide accurate and tiIMly eyevvear fittlrrg anti order processing iainger is committed to serving our local communities In their greatest time of need. This begins with a pro-active approach that develops preparedness-focused relationships with federal, state and local first-responders and other relevant government agencies. Pru-active relationships are the key in providing support to help out communities prepare, respond and recover from emergency SItUations, Each year our supply chain and inventory management teams collaborate to develop forecasts and inventory Wategies to fulfill the abnormal spikes in demand that often occur In Jarge scale disasters such as hurricanes; floods, wild fires, winter storms and other emergency events. An incremental inventory investment is made and critical supplies and equipment are strategically pre-positioned within our network of more than 250 Branches and 14 Regional Distribution Centers. This approach enables planning disouasions to align customer needs with our emergency inventory plans well before disaster strikes and expedite the delivery of critical supplies to affected areas. Additionally, the products and solutions offered reflect Grainger's all- hazards philosophy as well as guidarioe from authorities such as FEMA, the CDC, DHH, the American Red Cross, as w9IJ as years of company experience supported by historical customer demand data. r I Threats Hsu„r.�nes F,eliv��iiaatar Fcrwe; F,ia�es F�aads Yorfladom. Mosquim-6wak-Dianosas { Cum nn:nleablaDls�eas Ea�hquactes L;aZ�alou2tslareri i 4'tjs— s a Dm,,JT;te -*7 7 Extrema I!ea; VA-wer otoF m > ('Ire Pwtaction GtOiflger'v Online emergency preparerJneFs landing page !f`filerl wigs resoor'ce.s and injornaadon on products andseiviees svhkb djrecj�y adds-esso many of the needs,for eviergeracj,preparedna,�F In the event disaster strikes or is deerned imminent, rainger's corporate Response Team l 1C1'NO. 792163 -- ---,.. Titic City ot'TiieRoiz& [}?4iENi.4 - April I I-2019 Wil intenaucu,RL^pair And Operations (�dRO) Sul}plies,Pans,Fquiprlien�,Matcrial5 & 97 Relate4 Sorviucs Page 421 of 909 WY OF TUCSON DEPARTMENT OF PROCUREMENT mREQUEST FOR PROPOSAL NO. 192163 255 W. ALAMEDA. 6TH FLOOR,TUCSON,AZ 85701 PRINC1pAL ONTRACTOFFIGEN:JENN MYERS, GIP PC PIF (520) 837-41371 FAX- (520)791-4735 collaborates to Identify priorities, assess our inventory position, provide large order support & expedite customer deliveries. Qur emergency planning efforts and state of the art order fulfrllmeflt Systems allow us to provide customers with real-time product availability information that can be eounted on. Ultimately, Graingeft greatest fesource is our people, especially those directly supporting the affected communities. During a large-scale disaster rainger's highly Wi ried and experience employees provide direct support to State, City or County emergency operations oertefs (EOGs), These employees often work directly with 10ral first responders and responding agency's to quickly field information requests related to product selection, availability, quotes, delivery, invoioing and more. These team members also assist with in the execution of rainger's prioritization protocol whioh prioritizes inventory to those agencies directly involved with response efforts. Grainger offers the following during emergency situation: • Branch Operational Hours Extended up to 24 Hours a day as required + Experienced Customer Service Agents avaiiable 24-7 at 1-800- ALL-WWC Emergency preparedness oatalogs, capabilities guides. and emergency oheddists • Internet landing page on grainger.com dedicated to threat-specific solutions, products and resources. ' In any emergency, large or small, our pricing and services remain as provided in the contract, a Recent examples of Grainger's Emergency Response capabilities: California Camp & Other Fires f October- November 2018 and October 2017. The Grainger corporate response team activated dally briefings { I and updates to maintain situational awafeness and work collaboratively with all emergency response J a3genoies, public and private. Throughout the . Camp and other fires, Grainger provided a `±w consolidated source for critical supplies required to keep facilities, fire crews and shelters operating, Requirements Included canon filters, air purifiers, N95 respirator masks, gloves, ootS, '. . tents. clearing supplies and more. Affected areas were served via same day deliveries from rainger's Patterson, CA distribution (,,ellter. Grainger's transportation team assisted with expedited clellveries to emergency staging areas and shelters. Grainger freld representatives were present or remained on alert status 24 hours a day over a 2 week period to support agency needs. Grainger's supply chain team monitored demand and directed product to Northern California from Grainger distribution centers and direct from its manufacturers and suppliers_ Grainger teams were committed from initial support throughout response into recovery and cleanup, support is continuing. Hurricane Michael Florida Panhandle and Surrounding Areas C October 2018, Grainger's corporate response team was activated prior to the Category h hurricane making landfall near Mexico Beach Flarida on October 15, 2018. Product was positioned and trailers readied. Grainger employees and resources made way to the areas beginning the weekend of October 5 to assist State of Florida and all private/public entities with RFP NO, 192163 April 11, 2019 fMaintunance,repair And Opm-atloas(Mid())Supplies,Parts,EglLiPMC-11t,Materials & 98 ltela�cd Services Page 422 of 909 CITY OF TUCSON DEPARTMENT 0F PROCUREWNT r y1ARREQUEST FOR PROPOSAL NO. 192163 255 W. ALAMEDA. 6TH FLOOR, TUC$ON,AZ 85701 PRINCIPAL CONTRACT 0FROER_,lENN MYERS. CPPB PH: (520) 837-4137 1 FAX: (520)791-4735 preparation. Grainger employees were present at the State of Florida Emergency Operations Center (EOC) in 7allah2a5see and local government EOD's #hroughout the hurricane and recovery, With several thousand residents' homes damaged or destroyed, shelters were made available. Grainger met daily needs for water, MREs, octs, blankets, toiletries, first aid equipment, medicine, sanitary and other shelter items. Grainger expedited distribution of chainsaws, insect repellant, generators; sand bags, gaS cans, and related suppliesFirst responders; throughout the area used Grainger for supplies including flashlights, batteries, reflective vests, signs, shovels, water, personal protective u equipment, generators and sanitary equipment. Product was redirected from I other Gralriger facilities and its l manufacturers and suppliers to the Florida Panhandle, S ! The Grainger Energy Serviires tearn can identify and implement a wide range of efficient solutions for your agency through its fretwork of qualified, insured and licensed service providers, Our service providers help facilitate the installation of energy-saving and water conservation rneasures. We can help Members secure applicable iricentives and rebates for energy and water-saving projects, Grainger North America also offers Environmentally Preferred Product(E PIP) training in collaboration wRh our key supplier partners, i �iDt6F1#irk�.t4rioflts: �:� '-:.,.;;',�°:'. . ::;,-�::°:': .{.•,��. . Ctirripr�ih_e>rts�v,+s:�erx? a�r, , -lrnproi&d use of enem y :. !�..,.pl¢.en�r��y��iri;w���`4s�,vir�;�ef4itl�fls�::.,;"�..� • F r lueGd ipdrafing c7o§ts '•� �.kpgraded infraslf�lGlure . '=� �k�rfa4f��Q�i a�tp�,ar'ici.;prv�i] ..� 'iSPi'r� ! .. r 4+Verr nties on n wW rl i4n . . t +':lCisfAllalloPl; Y.. u�flfi.�cl;.li�sr�[�d::ae�� liabrjsed:+. t •10warad op 60 risk' Av61ded rnsWntenarioe &penses kaducbd facility oarboio faotprlrtf. "Provided by thin#party service{providers and subJecf to Member eligibility, * LIRLing Projects miry Cueriprased Air Syslom 3trirW-s Strfm Trap Syskr m studi@s and UPQrPcis Projects and Ufkiriido PmjovtE; HVAC Projcjcts aaj�yDust C�ofbr'li:m Sy-,tern Skudaq , Water im �r�xi��atic'n T d Upgrade?ra Arks T 41 raac Prods Motor and F-'Itxrir,Projects Elea do Vchlr,IH cih;arging Station Projc01,9 3 TIm C-ity ni'Tueson &0-NI"'f A April f I. 2019 Majaluuaneo,Repair And Operations (-MRO)Supplies,Paris, Equipment,Nlalcri2tls&, 99 Related servirts Page 423 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT GRAMM, REQUEST FOR PkOPOBAL NO. 782763 256 VV. ALAMEDA. 5TN FLOOR, TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICF�R,JENN MYERS,CPPB PH. (520) 637-41371 FAX-- (520)791-4735 -7,. -Lighting Seri tot . The Grainger lighting Solutions tearn serves as your resource to help implei-oent a comprehensive lighting retrofit of your facility through iLs Fretwork of qualified. insured and licensed service partners. Working closely with you, our service partners will help identify and facilitate the installation of energy-saving lightfng measures that will help benefit your bottom Jine with minimal disruption to your business. Our service partners will also help you secure applicable incentives and rebates for your energy- saving protect. Don't wait, get access to innovative energy-saving services, PLUS a wide selection of lighting products todayl ' I With a focus on energy costs, environmental I considerations, safety & security issues, and the need for quality Ifghting in the veorkplace, Ifghting retrofit projects offer significant energy & IBRO savings while Improving facility infrastructure. F Through our qualified network of ESO partners, the l.lghtfng Solutions group offers; 4 Slte assessments Audits/Design • Turnkey proposal I * Professional project rnanagementfinatallation ' • Utility rebate administration a. :.Okllity 411"weds I Grainger has a mirage of services to provide the City of Tucson and DIVINIA Members with assistance as to roofing, skill tralnIng, eIact rioal end protecting interior services. A surr mary of our 3" {party relationships follows; + Electrical Services; Electrical system consultations are offered to determine the p of degree present eserri aro flash hazards and appfy equipment labeling, Studies include maintenance of electrical distribution system components =� t and mitigation solutions to lower arc flash energy or i° I exposure, • Technician Skill: Tra.ihing Services; Members reaelve safety and industrial skills development to apply on the job immediately. Training can be schreduied on-site at Member Iocatfons or off-site at scheduled Jocations across North America, Topics such as compliance, electrical, HVAC, and machanfcal are addressed, • Rooflng Services; Roofing and building maintenance solutions designed to prolong structural life, track roof assets, save energy and improve safety. Patch & Repair Services Roofing Restoration Rooftop Safety Installation Roof Cleaning Inspection Services RFP NO. 792763 � f The Citi'of'l icstan & 11N1A � April 11, 2019 tvfaintF nonce, Repair And Opmatic}n5(NUO) SuFpliee,Parts,Lquipmch3t NInteriah,& 100 Rwlt�tu! �enices Page 424 of 909 CITY OF TUCSON aFPARTMirrrr ENT OF PROCUREMENT 1� 't RIE QUFST FOR PROPOSAL N0, 182168 255 VV. ALAM EDA, 6TH FLOOR, TUCSON,AZ 85741 PRINCIPAL CONTRACT OF FI CER:JENN MYERS, CPPB PH= (520) { 837-4137; FAX: (520 791-4735 Preventative Maintenance Contracts Air Barrier Audits * Indoor Coating Services; A comprehensive portfolio of solutions is offered for preparing, priming, coating and protecting interior surfaces" .0:.. Ojugrtohi .Prod ' erit0 Grainger has the ability to customize products with the Member's logo or message. Customize products like filters or signs to meet your needs. Members decide the size, configuration or message— Craniger will take cage of the rest, AIrPtWra Dona$a- Floor0.1s19 Haidltyrs I_,W. W;1VDF i i b. Describe how you will roll out your program to City of Tucson staff? include in your discussion training,education, meetings, information gathering, etc. i Grainger aokncvdJedges succees of the City of Tucson contract begln� vdith an effective plan, embraced by the City, to educate, inform, and go to market strategy. Grainger will j utilize a combination of communications and marketing programs to drive contract awareness: demonstrate contract value, and promote a call to action towards existing City of Tucson staff, In addition, Grainger will partner with OMNIA, industry experts, and business partners to implement the contract" Grainger will collaborate with Olty of Tucson and OMNIA Partners to mutually align on communication channels, messaging content, and delivery targets and timing to demonstrate a strong partnershlp across our organizations when marketing the City of Tucson contract and its benefits, i Grainger will designate a dedicated implementation project manager to execute and deploy all major milestones of the Master agreement, r s I i Create a mutually agreed upon joint comrnunlcation campaign, including- I I A" Assign marketing and communication exports to create messages and tools for internal and external purposes to include. a. Upon notice of award, Grainger will provide Executive Leadership Landorsement and support. Throughout Grainger, messages will endorse the new Master Agreement as a viable option for Participating Public Entities and will highlight the value and benefits of the new contract" 1i1+1'No. 782163 „ ».T. The City of Tucson&0iv1NlX ApriI I I, 2019 VIaffitunancc,Repair And Operations(Pr9RO)Supplies,Tarts,Equipment,N-IascrWs& 102 Related SeiLvjocs Page 425 of 909 NNGM CITY OF TUCSON DEPARTMENT OF PROCUREMENT (1ell REQUEST 5OR PROPOSAL N0. 792'163 m 255 W. ALAM EDA, 6TH FLO0R, TUG 50N,AZ 85701 PRINCIPAL CONTRACT OFFICER-JENN MYERS, CPPB PW' (520) 837.41371 FAX: (520)791-4735 b. Grainger will ccIIaborate with City of Tucson/0MNIA4 Partners and distribute a co-branded press release providing highlights of Grainger's award positfon and contract benefits. c, Grainger will collaborate with City of Tucson/01VINIA Partners and announce Grainger's award position and contract benefits through mutually agreed upon social media sites such as Twitter, Facebook, Linkedin, nr d YouTube. d. Update dedicated Ok+INIA Partners Grainger internal WebMe with City of T'LIcson contract information and benefits. e. Grainger will partner with the City of Tucson to identify Key Agencies and Key Stakeholders at each one. Grainger and City of Tucson will create a mutually agreed upon contract execution and education strategy including; A. Grainger will conduct a Joint Pfanning Workshop with Oity of Tucson leadership to determine contract Key Performance Metrics and determine the specific goalsfinitiatives of the City of Tucson. We will create a Site Execution P[an, which will be deployed to the ~ales Team. D. As part of the Joint Planning Workshop, Grainger and City of TucsonlOIVINIA i Partners will align on the following to include; a. Marketing b. Education{Tralning c. Contract Performance Metrics d. Annual Contract Awareness e. Customer G rowth/Penetration f. Segment Strategy F Grainger, City of Tucson, and OMNIA Partners will partner together to educate respective teams of the new contract terms, differentiators, and gc-to market tactics that will be used to ensure growth and transition will be smooth. A, Marketing a. Provide to Cfty of Tucson mutually agreed upon co-branded collateral pieces Including, contract benefit presentations, services and solutions marketing collaterals, and case studies. D, EducatioNTraining a, Graingef leadership will ensure comprehensive understanding of the City of TucsoNOMNIA Partners contract terms, benefits, and soiutfons through regional Kick-Off Calls, and regional focused Site Execution Plans for Grainger Sales Team members 77l' hlD. 192763 The City of T�,(,.san & 0AINlT Apfli 1),2019 .-Iaintenance;Repair And Opera119rrs (MR0)Supplies;Tarts,Lquipment,Maturials& 102 Related 5eryiccs Page 426 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT emif ` REQUEST FOR PROPOSAL NO. '192163 255 UV. AL.AMEDA, OT FLOOR,TUCSON,AZ 86701 filPRINCIPAL CONTRACT 0FFIOGR,JENN MYERS.CPPB PH, (520) { 63T-4137 f FAX: (520)791-4735 b. Grainger's Government Sales team will have comprehensive knowledge of the new agreement to present the benefits of this agreement to all eligible agencies, c. Conduot dedicated training - In person alnd virtual meatings --to key City of Tucson personnel on the new Grainger's offering d. Provfde seller action plans and timelines to achieve implementation success criteria e. Conduct, at millinium, quarterly contract educatfonal calls with Grainger Sales and Customer Service teams C. Contract Performance Metrics a. Grainger will utilize sales reporting to ensure all goals and obJectives are met. Grafnger wilt provide periodio updates on the contract's revenue performance and affiliation growth through Stakeholder updates and business reviews as requested, D. Annual Contract Awareness a. Business Reviews with City of Tucson Procurement Off ioer and Key Agenc[es b Conduct webinars for City of Tucson staff as well as live meetings, to refresh j knowledge of contract benefits, promote key rinitiatives, share customer level succass stories, as well as product of erfngslpromotions c, Provide cuslomer compliance metries and reporting as requester! � E. Customer GrowthlPenetration Effioiencles a, Work with City Staff to identify areas of opportunity for additional savings offered through this contract. Grainger will use reporting, supplier experts, and consulting business partners to identify key areas the City can take advantage of. I c. Describe how you will develop and mafnfiain reiationships with key department encs users to convert sales to this contract, offer relevant solutions, problem solve, introduce new products or services, etc. i To develop and maintain relationships with key department end users to convert sales to this contract, Grainger will conduct Business Review Meetings with City of"Tucson 21I1d all participating agencies and rnernbers of Grafnger:s Sales team led by the primary Account Manager, At these meetings, we`ll review existing customer goals, make adjustments to ensure the needs are being met through this contract, We will also present cost savings and other efficiency opportunities related to the contract for consideration, and work continually with the City and each agency to meet their expectations- Grainger's value extends beyond the products we deliver. Our Services, Solutions, and Product's help our customers control and lower cost. We will ensure we review new department or agency initiatives to determine solutions that Grainger could proactively drive add[tlonaf cost savings to meet department and agency objectives. Grainger offers many relevant cost savings solutions that bring value add to the City of Tucson's participating agencies such as Safety Services, eCerrrmerce, and [ eeptock Inventory Solutfons- The Grainger team vwifl proactively introduce selutlons, including new products, during site visits and regularly scheduled Business Review Meetings l RFP NQ. �92763YY»..•��—�.•�• —.�_.•.��».,�_---�'..•. TheCity oC'L'u(N)n &. QIy1R'LA ••�� April 11,2019 �MkL ntcnanee,Repair And Opiratious(N-iRO) Snppiie5,farts, Equipinorit, ntprial:s & 103 R darod �Qrvices Page 427 of 909 CITY OF TUCSON DEPARTMENT OF PROM RENI EN7 A M REQUEST FOR PROPOSAL NO.102163 255 . ALAMEfi DA, 6TH FLOOR, TUCSON,AZ 85701 rirr PRINCIPAL CONTRACT OFFICER:JI=NN PJYERS. CPPB PN; (520) 837-4137/FAX: (520) 791-4735 d, Desoribe your sales and reporting capabilities, What level of detail is available? Grainger's utilizes SAP's innovation for reporting, transactional, plannfng, logistical and operational needs of the facilities maintenance marketplace and especially to meet our customers' reporting requirements. A high Level of report detail fs avc1ilable including; items Purchased by track code, sub track code, end or account number, total sales and quantity per item: total sales of an account level as well as their shipping location, supplier diversity reports, green purcha.,e history reports, invoice detail report and more. Additfonaily, rafnger's self-serve- site allows Llsers to view real-time Order History, or all orders placed as well as order status, delivery times, logs for approval, workflow actions taken, and to download invoices if copies are required. Some of rainger:s detailed standard reports that monitor spend and track usage includes: • Procurement Tendency Report. hefps customers understand purchasing tendencies executed through Orafnger (channel sales, repeat item spend, category spend) • Keop tock Inventory Management Reporting; reports generated showing customers inventory utilization through all 1 eepStock programs ■ Customer Report Caret: The Customer Focused QuaI4 Report Card is a detailed breakdown of the following information, Order Surnmary Q Total Purchases c} Total # Orders v Total * of Order Lines o Average Line per Order o Average Doi Iars per Order + Product Accuracy Fill Rate Complete Shipment Rate On-Time Delivery Invoice Accuracy • Cast Savings Analysis (OSA): Deports savings based off catalog price, ' • Item Purchase History (IPhI): Summary report that shows items purchased by track code, sub track code, and or account number. Includea total sales and quantity per item. Itern Purchase History by Account (IPH by Account): reports items purchased by track code, sub track node, and or account number broken down at the account level. t • Green Item Purchase History (Green IPM): Summary report that show green items purchased by track code, sub track node, and or account number, Include sales and quantity per green item. • Purchase by Supplier (PBS): Reports item sold per Grainger supplier/vendor, • Product Line Distribution (PLD): Deports sales per month by material segment. • Supplier Diversity: Reports sales per Orainger's diverse supplfers, • Purchases by Account (PBA): Deports sales by Grainger sold to aocount number to include seller alignment and prior year sales. i RIT NO. 192163 - � The City of T�kegon '.C1MNJA April 11,2019 Maintenmoo, Rgalr And Opelatinizs (ARO)Supplies, Parts;EquipinonI.,kfaterials & 204 l Blot d Servioos Page 428 of 909 CITY OF TUCSON ID E PARTMENT 0 F PROCUREMENT GRAI REQUEST FOR PROPOSAL NO. 992183 255 W. ALAMEDA. 6TH FLOOR, TUCSON,AZ 85701 WARARMTOTEEMMUMPRINCIPAL CONTRACT OFFICERJENN WE R8. CPPB PH'(520) 837-41371 FAX' (52O) 791-4735 ■ Overall PLImhase Analysis (QPA), Reports sales by account number to include sailer alignment, prior year sales, CSF' purchase's, Non-CSP purchases, Grainger,com purchases, Ebl purchaser., ePro purchases, and FMR0 purchases. • Shlp4o Report: Line [evel detail report to sho%v sales at art account level as well as their shipping location. • eCommorce Report: Reports sales by account broken out by Grairigef.aorn and ePro sales. • eCommerce Sutr nary Report: ~summary report to show monthly breakdown of Grainger,com, ePro, and EDI sales. I • Grainger Choice Report: Surnmary report to show monthly breakdown of sales per Grainger Choice brands. • Tier Report: Workbook that includes OPA, IPH, FSM PBS, CSA, as well as a SLIM mairy page, • The Invoice Detail Report (IDR) is a detailed breakdown of the fallowing information: Itern Purchased ► Purchase Amount Bill Date Tax and Freight Customer fC billed Sales Doc # Catalog Price + Nama of Orderer Diff and savings l * Account number ; Order History Report; The order history file caritains detailed Information about each 1 order. Reports may be customized based on the City of Tucson and OIVINJA s McInber's spec lfc needs. This report Inal udas the following fields: Item Total Cost Item Desedption Grainger Account Defaults (line level) + P.O. I-Ine, Member Part, Member Item dotes Item Brand UNSPSC Product Category Cade Quantity 4 Categories and Sub-Categories Order Date and Order Number Priv a Slopping Information Method, [`[rst and Last Name, Company, 4 Address, City, State, Zip, Country, Phone, Fax, Email Extended Price Greinger Account Defaults (header level) i P.O or AMEXTrn Ref, P.O. Release, Project Jolt, Requisit[on !Name, Department, Phone Extension, Attention/Delivery Instructions Subtotal Payment Method Tax Line [tem Number freight Custom Reports, Grainder is oa,pable of offering a wide range of Custom reports. All custom reports may be made available upon customer request RFP NO. 192103 The City'of T"CS011& C 14ff+1 1 April 11,2019 Pr hIft]LKLI0B,Repair Aust Op raflous(NTRO) Supplies,ilarrs,Pquipint�nr,Materials� t�5 Relrrtuc! Scn'ite5 Page 429 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO. 782163 2551N. ALANII;AA, 6TH FLOOR, TUCSON, AZ 85701 PRINCIPAL GONTRACTOFFI0ER:JENN h!IYERS, CPPB PN; (620) 837-41371 rAX. (524) 701-4735 4. Ordering and Invoices c. Describe your ordering capacity (retali locations, telephone, fax. internet, etc-). Provide details of the capabilities of your E Commerce website including ability to display contract pricing, on-line ordering, order tracking, search options, order history. technical assistance, lists, technical data and documentation, identification of alternate green products, etc. Grall1ger's vv(ob-based ordering systern (e orrmmerce purchasing system) has a proven record as the largest e-Retailer in the MRC = ; industry. Grainger has the most comprehensive website Platform with user fnendly and customer- focused f_--�•�t#, y. ,�:f flexible web portals, mobile apps, and eProcurement offerings in the industry, The solutions deliver "Easy to Find," "Easy to Use," and "Easy to Connect" procurement solutions that help the Clty of Tucson acid OMNIA members save time and money. i With our eCommerce capabilities, customers may choose to order over the Internet I through Grainger,corn, place mobile app order, or order through a procurement solution Such as Ariba, Workday, or Jaggaer. Below are the Grainger capabilities for ordering and invoicing. I. Ordering Capacity; Grainger's multichannel sales approach lets customers choose hove they want to do business with us. It also gives them the fle ibllity of ordering in ways that best suit their needs. These sales channels include- 0 Internet!ecommerce i Email • Toll Free Telephone • Retail !branch locations j 111 t Fax . ovur H4.62.2 Inside and outside sales representatives • Grainger°s KeepStockG inventory • rANIAMeniberg management systems Mobile App Display Contract Pricing: Once logged on to Grainger.00rn or if accessing Grainger product via a Grainger punch-out, all City of Tucson contract pricing will be clearly dl5played on !tern detail Pages, within search results and in the shopping cart. Furthermore, the City of Tucson f Omnia market basket products will be clearly identified with the red "✓IiC" on the item detail page, search results and in file shopping cart. lu;P No. 19218 -- — ••�•� The Chy of Tuesam &C1NN'TA April 11.20.19 hlill tellailCe,Repair All Operafio,is(M R0)Supplies,Pkirts, FLi iii pineiit,N11lurial,5& 707 Related �ervi;:ts Page 430 of 909 CITY OF 7UCBC N DEPARTMENT OF PRO 00 RE � NGER REQUEST FOR PROPOSAL NO. 192163 2.55 W. ALA MFDA. BTH FLOOR: TUCSON,AZ 86701 PRINCIPAL CONTRACT OFFICER,JENN MYE=RS. CPPB PH.{520) + 837-4137 f FAX; (520)791-4735 r r: al� eys l�'w:au YU- I•rrvo«dw• r'Ixvn:4 RJ',':y.wofw s I,� t4�nrrrs01su 41=1•d � v,en lr"'ti a,r,Ic=.xYn ,5y+w:l,a.} ' aq-c kMx�ffilFW+GJGi l iiil GIOvr9,Pc-lyester)Crtton Material, 101i't lffilst G'Uftr N alu I a VB lack, G[Dvc-Size L .. brnx,pyx Ym1t.r t'r.ki�$ y� WlfiY'LYor;SFx.esexF b Wpfwi M1v rl�.Vy5.r1 K•br"r j•2ky . r�� ikr r.Yanrn, ,r,p 4Itiwl}ICr'io AR'13�J�r IMc W 141J.�Qr4 F nJI'+'N'F C., '"l. }+.0:551 NYIJYIi.li.bs. i �x £Yaa'Jap.r,.YiJQM hP'u.'+$"+in,larr ler a'r x:,�Yn.no�a.,.w�.xYr,�ol �k IS ABhxs.7v N�wvIF,• [3, 4•Yrtl�YroY, i E The City o1'Tucson and O N[A miff be OW to bask'', Ile'ms by.ftding ] Online Ordering 2417: Tire City of Tucson and OMNIA Membra can submit orders 24 hours per day, 7 clays a week, and 365 days per year on Carainger,00rn and mobile applications. This allows for quick and easy ordering for each Mem bar anytime, anywhere. Order Status & Tracking. The City of Tucson and OMNIA Members can use rainger.com to track the status of any pending order, regardless of ordering channel (oniline, phone, fax, e-mail). Members can determine shipment status, backorder status, and patal order shipments, will call order pick-ups and order cancellations for orders paced within the past 36 months by dicldng on the Order l•-listory link at the top of any � Graingsr.com page. ? Tile City of Tucson and 0 M NIA Mernbers will receive a shipment notification with carrier i tracking information once an order has shipped. 111fornzailon Can l rdJ*rX�1L::15k*:.V9,=•�YM'4'8N7 NO errsl! be - '��Iagc�reiuJfdu;"•.•, (fcce�,sefl frOrT7 .Fxri 2 rllpr ' 4 DOR WAILS T.G1'NO. 192163 -• ' --- — The City of'1'ueson &- O_MNIA April I f,2019 MHilt#ai14-111 ~,repair And ��� UE11itms(WRO)supplies,PUt5,L:jLdpntitint,MaLcrials& }tag ltciattid Servk s Page 431 of 909 Giwhm CITY OF TUCSON DEPARTMI NT OF PROW REIlEN7 WrAmN=pMMMZMMW REQUEST FOR PROPOSAL NO. 182163 255 W. ALAMEIDA, 6TI1 FLOOR,TUCSON,AZ 85701 PRINCIPAL COt47RAOT OFFICER:JENN MYERS, CPPB PH: (520) 837-41371 FAX: (520)791-4735 Search Options: Grainger,corn allows the City of Ttioson and OMNIA Members 10 search and filter by the follow[ng attributes; + Keyvdord{s} * The City's Market Basket items Monufacturerlbrand * Manufacturer model number • National Stock Number (NSA!) Grainger item number * The City's part number • Supplier Diversity products • Green products (Logo for green) • otegories Or product index rainger's extensive investment in technology, specifically "searoh capabilltyp, is further represented by the fallowing ,search functipnaIlty: WILDCAR13 SEARCH: By using an asterisk ("), end users may perforin a wildcard search. If a Member is looking for a Model number but doesn't rsmernber the full number, the end user may type in the flrst three characters followed by an asterisk {*}, Grainger's site will search all of the model numbers that start with those three ' characters, REFINED SEARCH: End users may further refine their search results by clicking "Search Aithin these Results". This feature filters the search results by an additional k keyword or description. in addit[on, Members may further refine their search term by "Product Categories "Brand" or "Price". As refinements are made, detailed technical specifications are shown to allow Members to narrow down to the exact product, quickly procure it, and resume work. � Once a search result is presented, Members may: Add or remove refinements to their search without leaving the results page Refine their results by product specifications Sort by price, availability, rrlodel number, brand name and more See additional product information without leaving the resu[ts page View items ire talo€e format for easier comparison View a Mini-Item Detail Bane for quick reference r Find Green and Supplier Diversity products quickly i Use Search results to compare up to eight products at a time See product ava.ilabfJity in real time during checkout i SEARCH SUGGESTION$ (TYPE AHEAD). This functionality provides suggested terms, Item numbers, product categories, and brands as the user inputs a seeirch term or [tem number as presented below. Additionafly, it retains a searoh term history and recommends products_ VIEW PREVIOUSLY PURCHASED, Gralinger has a feature allowing users to narrow their search results to those products they have purchased in the past. This makes it easier to find the products you need, f RFII NO. 192163 The City oi''Cucson & O-MNIA• •� April 11, 2019 MailklOMMcc, Rupir clad Optradolm (VIRO)Supplies,Paas,Equipment,P4llcrialw& 109 Rclated 5e . cs io Page 432 of 909 CrFY OF Tl1CSCN DEPARTMENT OF PROCUREMENT t AVl ' ' LrR- REQUEST FOR PROPOSAL NO. 192163 255 VV. ALAMEDA, BT FLOOR, TUCSON,AZ 85701 PRINCIPAL CONTRACT 0FFICE R:JENN MYE RS, CPPB PH: (520) ij B37-41371 FAX' (520)M-47,35 MINI ITEM DETAIL PAGE (11315): When viewing like products in table format} users call click on any of the individual items to view a mini-IDP containing basic information on the product; and an ability to add that item to the cart. _..__.......- -. ..,.- .�_.. r'�IrhMnFc.4 M I rsale18Pf CA16rca,A.01P-W-S n:FllI111rLL.311 T.,LY JLHIHL JrF'Y IF yL7�F }y 4iF Lu . i r*F61[bbal.5pa.liL•5 911rj TO$Iwn*• IMdFeIR TFI4SA[n9 I}m CF{�cll�lKae JEIo '.' �'}yy:'{.} =�`� 'wi4l plx[rnl+l'aw.CF lws:x;r,.ihvsl.�'#N SL1nsr:5iw.lnm: f2:61aA LF4S� *�'-� N uW rt'Jn91.Ff:r Ss;ri,l4r< 5 8' '•} rh✓1 Li[r,-wriao.r.c ~F`y `�- i WVfl[2i{yY_I+h' FM1YIWC _ YLr}ti v'Pii ri•"y NJ;a{!' I:I.IFririi qnp •~•'�� �. 'wry FiF•.;` ., ' • ' fI Jwst:rS+:IpFKf,knrl [ry.`Ip7 G � `Yi_„y-S� �'.f 4..►-w+ „ � ��._i.� FY_ .-...,. ,.. _--__ 3 I h3r Fal { l� f; ;� 6 Y� i.'L.EIISIWNYJ.tgrt f!rl.n},:hrn,bJaL�:LFY'y}.'4 -� '4 S''y5r Y/Sw NU,d}rIRO r TABLE VIEW: Organizes like products into logical groupings and provides additional j product informatlon. The table format facilitates easier comparisons between products. i I Visual Attributes: Visual attributes help users by displaying imagery in addition to text and technical language, Users carr click on an forage to refine the search results by the selected value. Supplemental content is also available as banners to further help members with their purchase decision. Order History: 'The innovative Home Page on GraInger.com includes relevant user information such as order history, invoices, and other riseful information In support of efficient procurement management, Order History can be accessed for 35 months, Users have the optlon of accessing order history on Grainger.corn and reordering, or downloading a file of order history data for further analysis. This fico of order history data can be configured to include multiple users, various types of orders, various date ranges, and multiple file formats. l RFP NO. 192163 'Fhe City of Tveson& 0MNTA April 11}2019 Maintcnrinee;Repair And Opurat ons(ISS W) SUPP cs, Pers,l?quiprneni}lluterials c 710 Related scrviccti Page 433 of 909 AINMR CITY OF TiJC ON DEPARTMENT OF P ROC U KEIA I--NT HnJr j REQUEST FOR PROPOSAL NO. 192163 256 VV. ALA MEDA, 6TH FLOOR,TUCSQN,AZ a5701 PRINCIPAL CCNTRACT OFFICER_JENN MYER , CPPB PH' (520) 837-4137.1 FAX: (520}79:-4735 GRAMBIRUp Up 101 F11 1-:1 ra%Ihnk He- Fa -ra C{fit# 'xi4�w.�4.;L<„ �,�'.i nx�I:.Snrt:ar-N'�.�7u1'i'19f. Scorch TJ'AIR Ordm Pad IN Carl Yya.+m.ol' OvmilDid Q%dur Mfrory IV.mr F,i pa4 F,il'obO I'leasa ya: Le al 1-HDMRAIM—. ER(1 DAN 11JHl1'AItEk Down hIV, cc*u 171 ;);dl.F" nLwhLAM.PIC�AAa D n.&t- A'Z&Hfmr1 i CIA&A ffa Q-Jrdrr Irl;Mry n",,aiiiii=il;,:mil.l:�aro;auir rue 5days trent rnuanl:Irdn. Uoyii ilAM5 �: 'yen,Ae1hx s RequesL order Hr r}ftapolt Nypitp kddmmn POU9 Lo 3:lns ! .. .................. ..... ........... . .., ti--.._......-} i {1.Wo ,DJ.Uahr.B C� .nlcad,,V TOrE61 B *' A.17}paf of urdfrf rAcn7hs GS4 file w Rccotl nl Ad inhsrstratlon _sV Wnn7-.AXr.; your RIPP5 t Win 'AuV-Llsr'k1-�By4wm,Rdsfj ... .. .. .-. .. .. YSUser ncrorrk 7,?u 'decdpJen km-nl{ix,�r#:^Ik31Ea La'deb'8 I crtcr hdcr}',pl�: rB CC1'{i=f!,:110.Y1!�[i.'�.Yib �Jbidiv_� The Qj�of Tucson and OMNIA.Members cora select search erirerla to search ruder'hlsxclrp. Order fiWor,y anforwation is avoilable onILUe<for thepreviou,s 36 nwrfrhs. i Technical Assistance: Grainger offers multiple forma of technical assistance on Crainger.com, j 1 !. CLICK-TO-CHAT., Grainger offers Glide-to-Chat Assistance for Membefs on Grainger,com and punch-out integrations. Agents are available from 7 am to 5 prn, Monday — Friday, in all time zones to assist Members with their product questions or anything related to the purchasing process. Agents in the click-to-chat function can access technical product experts to answer detailed questlons on product appllution or speOicatlons affording OMNIA Members a prompt means to get answers to their questions. ...........- 33an r 3ou]p YnLF wrM can chat five with.a comonler . ' (kr0is4j!vVjy7 4, ;; Sear 4ee Representative (CS'R)ms Graingel'.c°om. (bice "C'hat Now"is clicked, a tcessc�r,}er box opens up.allorving a nrbers� f -to i_ commufrlcate with,ih! CASA.-.-...------=-- - - HELP BUTTON: Gminger.com offers a "help' button featured on the top right of every page of Grainger.com to access additional information. f –TU—eP NO. 192163 -- ----w � The Gift' of Tucson rllrrii I'I f 2{)17 %laintenallQe,Repair And( pulatitms{MRO) Supplies,Fai s,F.,g1jj,u,,11,,Ivtateriaf s & 111 Rejawd Services Page 434 of 909 CITY OF TUCSON DrzPARTM ENT OF PROCUREMEHT RAM"' JIMIZOM387M92020M REQUEST FOR PROPOSAL N0. 992153 255 VV. ALAMEDA: 6TH FLOOR,TUC50N: AZ 85701 PRINCIPAL CCNTRACT OFFIGER:JENN MYFRS: CPPB PH' (520) �+ 837-4137!FAX- (520) 791-4735 /Tho mw�a; z.-mr4�l^O at.y,� r�K<n�z.x. t..rnVsrw ss}Xe�tix�wkY�r�xn F: ' Tucson and lxaTt, f141J llra vb,FX nvA kr=K 11 ' YA Reinbers cao 1 to k45}1'UEG9 Ff.w&-IU.NO JQxr1kin Of�rSuy_rounnGU;lp gofIc,-lal and easily ' rind ans ers to Getting Slarted _�_ � the r1tr15't I Where is My Ordor COMMO/ y asked rl&-MIE Whom to My orAr7 Phd Pn6alMe fjuesdan.S and Order PlaGeryientn yT3,i ki SLlrF 4M6]'PLTir. PS,U.0 + + J Shopping }Yr1Jp. n F�A14A h ViYf7LI1,QP, 'Of1�. 1 I i 64 Ott Fgs marl R7vr�p%Auwnf Alli n ton1nP ! i1mp, rhrnxw:am+rA ;.�.,Flal.a ' YVpaFr1 r*lrm ,n;.�sl GWm+-Am Er{_rx{hn14J11PM C rhr4d P.ML215_UrtT!_#3 Egan Inow vR-1.L5N 111 iIGYd2'WWj•2 A I I Crgar MRIL Orton!8$ksLen 013M 6niOntAgIHllnno Moblln 1300 liS iDM6] rFl+.r>]n.'rl rjrtirh.k Rol'ra .ao-h am*P,l+.p Fn+;:1�ff+1'Fl Fuala'J1 HW.". Cro'hvloafx9 Yitlr1 F afA r 1.0+�roa+a';.�++� 'r'man,.I PLr h.:9.3.s Fr—a.- 4'nv<x.k.1.1r +r{p#•0 +l'++xrom I FFhG4FCFH F4.aLr]as C1'31 � Personal Lists and Profiles: The CIty of Tucson and 01VINIA Members 0nn create i'Personal Lists" on ralinger,com and punch-out integrations for frequently purchased items_ A+tultlpie personal lists can be created and shared among Members using the ' same Grainger account to streamline the acquisition processL This functionality allows Members to: 5 F * Create lists by product category, servioe location, usage, or specifications and r thea organize those lists in folders ' + Order directly from their list by clicking "Add to Order"next to any item • Assign a location to a list allowing for easy access of that list from the Grainger Mobile app * Add minimax quantities, bin locations, and print labels of the items in your list for easy inventory tracking • Share lists with other people on the same account, so they can view and order from other Members' Personal Lists * Add or delete products on the list, combine lists or organize lists in multiple folders • Shared usage of these easy-to-access lists can assist the City of Tucson and OMNIA Members in consolidating product orders, avoiding duplication and driving product standardization to reduce costs Q To keep a record of previous purchases RFP NO. 782163 � � »� The City ofTucsan & 011N1.� , peil 11, 2U 19 490tena nco, Rupair Aud Opcialit)ns{NMO) Suppliers,Parts,Lequipin�,htit,l f,roea'iajs c 11 1�elaLccl Sgorvices Page 435 of 909 CJTY OF.TLJ SON DEPARTMENT OF PROM REMENT GM REQUEST F014 PROPOSAL NO. 992163 255 _ALAMEDA. &T11 FLOOR,TUCSON,AZ 85701 PRINCIPAL C'ONTRAOT OFFICER'JENN N1YER3, CPPE PH' (620) �+ 637-4137 j FAX' (520) 7914738 Technical Data and Documentation. Grainger's General Catalog fs available in its entirety on Grainger.com and includes technical data and illustrations, SAFETY DATA SHEETS (FORMERLY MSDS), The City of Tucson and OMNIA Members may view and print SDS online at Orantger_corn. VIDEOS, CAD DRAWINGS, 36T SPINS, Users have the ability to see a complete view from various angles of Many products ffom the Item Details page. Identification of alternate i3reen products. The City of Tucson and OMNIA Members oan easily identify environmentally preferable products ort Orainger.com_ When searching for products simply look for our Green Leaf icon. This indicates that the select product has a UL validated certification and/or attribute. On ' Grainger,cum members can filter any product search results to view environmentafiy preferable options. i Grainger provides the 01ty of Tucson and OMNIA Members wlth the ability to shop for ail certified products by clickfag the certlfication logo provided on the grainger.com/green website. In addltion, end users have the ability to narrow search results in order to identlfy environmentally preferable certifications and attributes that meet their specific requirements. All EPP products on rainger's shelves will have EPP product labels. Product Availability by Location: The City of Tucson and OMNIA Mernbers are abfe to j �. determine real-time product avaflabifity by Grainger locatlon. n..:,.y i:.l:n.Rlrxl_Ir m.A.:K .r .Krm,z enables the Cay Of kn+...co-'= wn,vknrl s:' 9ri.. : i,a n,k.')fbr.I,wN Ai.il1npK2F & OMNIA DURAcrLL Member's.ro BMW iv,AAA,Alkaline,P424 Check Kite J]I "ST l%kr PrIC9 AtIOrd.024 �itY,����r,:; — produet � �iKai21:=I � I 'L-'r_IN I]rihtl'7ph Wi/ik .7 arrival date of T T•:'�tl:'..SA)P*Y.10.'rn"r:{I'1AAnllL)I,Yk`r CLLI--14:LA .. s7hippe{� , orders. I RF'P NO. 1921 G3 The City�of Fucson OMNT.4 April 11,201.9 Mai nwilance:Ropair find Operations(MRO) Supplies,l}Arcs, Equipment,MHterials& RelatM Scrvices Page 436 of 909 GWNGER CITY OF TUCSON DEPARTMENT0F PROGUREIMENT + - REQUEST FOR PROPOSAL No. 192163 255 VV. ALAMEDA, 6TH FLOOR.TUCSON,AZ 86701 PRINCIPAL CONTRACT OF FICER;JENN PLAYER , CPPB PH' (520) {' 637-4137 1 FAX: (520) 7914735 E lcrw h F n&m;..Wj 0Nek,LIP rodq trw-h;ms-r,crwuir;V . —- — End users cart designate a default _.._... v....w-..,._. _.._................-.--.-.� branch within their account profile or HAD allow Grainger-cam to provide 6vailab[lity based on the branch R{71ilsT-3rd e110-L�url closest to thea location. . �}' +h+:.8:e 4evsi wN lrxrary, Pew,.w`a,,, , rir`re 9l,.yla'z' k LV'WkbW.rd.',ramh miEh k5}rrl 1rs.1"zlmn Try-H---P . lass s,-w xzy mor.nll_,rI Mr'rtlG'.xN:_:s ' bft, ARL1 WONUEliil1Tiea,dr.WO 14,7i,r: .vp�a,'xa3�rtrLLhw». yseleciing "PW #1prrmembers can a-,x,�s,7P� ■ cxe which branch loe'ation haLv rlae Ixem k�.V..6 w��r!.IUA'1 tWtZ' T Kxje.MF:alx4ELYenu4X1i0 iSSxlrl 'rYalurlm,nl'.Iks<^ piz nxr,P . • I Mobile Apps: The Grainger rnobile app includes inost of the carne great capabilitles as mentioned above on larainger.com as well as a few unique features for a mobille I workforce. Omnia members can use the Grainger app to find product, view and share product details, purchase product, approve requisitions, check order status and history, chat wlth an agent for help and much more. Grainger has apps for iphone, iPad and Android devices as well as a mobile optimized web page. In addition to the same great search features found on 0rainger.com, the Grainger mobile app includes barcode scanning, €tem number scanning, voice search and location based lists to streamline purchasing of commonly used items- Users can also establish KeepStock Cil programs and scarf KS barcodes with the Gra€nger app, The Grainger mobile apps mance it easy for you to get the suppl€es you need while you are on the go. Work low Alanagementi Confrols: The City of Tucson and 0 M N I A Members are able to control and manage their workflow and spend management when registered and logged into Grainger,com. Grainger's order management system allows the member greater purchasing control and visibility through customizable and flexible spend management ! authorizations, The workflow controls described here are administered by the Individual Purchasing Entity- Grainger's online Order Management System allows Members to: • Establish an approval process for orders that exceed Member-specified dollar Iirnits get a budget for individual users on a per week, month or year and thea track the€r spend with reporting + Designate a specific users as default approvals • Apply spend limits & default approvers across multiple Users or groups of users + Arid notes to the order as it is sent for approval • Modify delivery and payment information on orders submitted for approval IT'?N67192163 The Gy of Tucson & OMNIA April I 1,2019 K-1ainten-ill ee,Repair And Optiration-, (YRO)Supplie6, Parts, Fquip„ient,A'1a=ials& 114 Related Set jms Page 437 of 909 CITY OF TUCSON DEPARTMENT OF PR00UREMENT ��'J 1tiDMffMC7nM.amMMn REQUEST FOR PROPOSAL NO. 192183 255 W. ALAMEDA, 6TN FLOOR_TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICER_JENN MYERS, CPPB Pk: (520) 837,4137!FAX: (520) 791-4735 • Add, remove or change item quantities on orders submitted for approval • Apply a payment mathod from your profile to a pen dirig order Set order approval roles based on Market Basket items Work Order Integration: Grainger also offers the ability to integrate Computerized Maintenance Management Systerrrs ( IAMS)/ Work Order syMerns with the purchasing process to allow for reconciliation of purchases to work orders. This type of integration aligns work order data to product orders and packing slips for streamlined revelving, and assigns product cost to the viork order for a full view of{project costs. Grainger has established full Integrations with some WIVISl ork order systems, which allow users to click out to a Grainger site for shopping. Other integrations have been I established enabling fiat file transfers to automate the reconciliation of work orders and purchases. Grainger's eCommerce Solutions Managers rsn assess current work order I and purchasing processes and streamline this process with the solutions mentioned above, b. Describe your invoicing process. Is electronic invoicing available? is summary # invoicing available? Are there other options on how an agency receives an invoice? Submit sample invoices. Yes, electronic invoicing is available as is summary involving. Grainger has multiple ways to ricelve an invcive including electronic invoicing: a Individual invoices per shipment ' • EDI invoicing . P,Oard invoicing E mail invoicing + Summary Billing { Please see Exhfbft 2 Sample invoice I Invoicing Process: Grainger uses our enterprise system (SAP) that allows us to selevt the type of billing the City of Tucson and OMNIA Members require, After the order is placed into our systern and the delivery process completed (picked up or shipped out), the invoicing process begins, j + Member is sent ars invoice nocording to the method required (emall, electronic, other) Email: Jnvoice is sent to the Member automatically to the identified email r addresses in the system I Electronic: Invoice is sent to the Member electronically in cXML, Epi, xOJ3L. of flat file format. Grainger has a team of analysts to work with you through implementation and testing of these electronic invoicing formats and build in certain customizations to meet your needs, Electronic Invoicing allows your users to easily access invoice data within your.system for easier reconciliation and payment. TT-P N0. 792183 �•••�� w TW[..`C 01''FLI SOH &014'INI i— Apri1 1 l,2019 MaintwnjicF,ltopair And Operatious(\dRO) Suppiies,Ptjr[s, EL]uipment,MM jKJs fir, X15 Rdatud Services Page 438 of 909 CITY OF TUC BON DEPARTMENT OF PROCUREMENT G" REQUEST FOR PROPOSAL NO. 7821 3 255 W ALAM EDA. BTH FLOOR, TU060N,AZ 85701 ?irePRINCIPAL CONTRACT 0FFICER'JENN MYERS. CPPB PH: (520) 637-41371 FAX: (520)7914735 Invoice and Packing $lips on Grainger.corn Omnia members have the ability to search order history and review invoices and Packing slips of alf Grainger orders onGrainger.(-,urn. This Fakes the reconciliation of pcard purchases much easier, Summary Invoicing: Summary Jnvofcing (Summary Billing) is available for the City of Tumi)n and OMNIA Bombers, Grainger's summary billing is an invoicing system that simpIifes Mernbers' procurement process while reducing internal costs. We will provide a single bill containing a periodic summary of purchasing activity (monthly, serni- monthly, or weekly). By receiving a summary gill rather than Individual invoices for each transaction, Members will have fewer pages to approve acrd fewer checks to write_ This reduction in procuFernent process steps will save you both time and money, If Members meats the requirements for rainger's Summary Billing program and I chooses to participate in this cost savings program, Bombers will decide; 1_ fvlanner in which biiI is sorted , Cycle ending day Summary Filling sorts and subtotals Individual invoices over a specified time. Members may select from more than twenty sortfng options. Each month, Members will receive a bill approximately one week after the selected cycle-end date. c. Describe how problems— such as a customer ordering a wrong product; a customer receiving a defective or vrrong product, etc.— are resolved. Each 2,000 Custorner Service Associate (CSA) has use of state-of the-art technology tool's needed to address inquiries and ensure the City of Tucson and OMNIA Member's I expectations are met. Grafnger's online system and network gives its government sellers and customer service representatives immediate online access to real time Member account information to help Members and provide information including, but not limited to: Status of orders (sh[pped or pending) as well as; * Backorder status • king Cin#racfi pr Category discounts Product avallability t_ . • Producf information ■ Account and billing questlons i • Contract compliance ` f ' + Technical product support ■ Cross referencing Specifically for product returns icor the following reasons: Wrong item shipped from Grainger (tern damaged when received Faulty defective item that has warranties { 1111'N0. 1 8210 � Talc ( ifs'ref l zcsor� 0114'1( Jl i April 11, 2019 1�I�7inCs;,rsncs=,kepkdr Aird OPML601151(l�:tltc�� 4upl�lies:Parts,FgUipincnt, me'rirrls & }76 Relwcd Services Page 439 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT +GRWNWR REQUEST FOR PROPOSAL NO, 997783 255 UV. ALAtifo4r DA, 6TH FLOOR.TUCSON,AZ 65701 PRINCIPAL CONTRACT 0FFICER'JENN MYERS, CPPB PH-(52 0) 83741371 FAX: (520)791-4735 1. The Member should calf Grainger Customer Care at 1-800-GRAIN ER (472- 4643) 2. Indicate if they would like a replacement product or a credit 3. Grainger takes responsibility for the return and will send a return label to the customer 4. At their convenience, the customer carefully packages the Item{s} and includes the packing slip 5, Prepaid shipping label is placed On feturn package 6. Member notifies UPS to pink up the return, 7. New product Is sent to the customer or their E�ocount is credited Steps for a Standard Return originally shipped to a customer for the following reasons: lncorrect Item ordered Ordered too many items No longer need or want The product may be shipped back to Grafriger or dropped off at any Grainger branch location, For a product shipment; 1, The !Member should tail Grainger Customer Gare at 1-800- RAINGER (472- 4643) . Package the stern{s} and include the packing slip 3. Write the reason for returning the product on your packing slip, If the paokcing slip is not available, please provide the purchase date, the original Invoice number and the item number foT the product 4. Indicate whether you would like a replacement product or a credit I 5. Ship the package to the nearest Grainger branch location d. Describe how your firm measures performance inoIudfng identification, calculation. i tracking and reporting of measurements, V+Vhat is your stock fill percentage rate, fay line item, of the orders fiJIed without backorders'? Grainger measures perform aInce In several wags: 1. On-time Deliverer 2. Product Accuracy 3. Fill Rate 4. Complete Shipment Bate S. Involce Accuracy Please note.,percentages presented below are actual City of Tucson ft'tee cs. On^T(me Delivery 195.62% On-time delivery is measured by the percent of"trackable" lines delivered by the customers epeoted delivery date, The State of AZ is positioned in proximity to Grainger's Los Angeles, DA distribution center (DC) that has the ability to prov[de next day delivery on most orders to most destination points within the state along with the city of Tucson. In addition to the Los I. Angeles, CA DO, Grainger operates a Dallas, TX bG that has the ability to provide 2 Rlrl'NO, 7971 8 The City of Tucson& 01-INIA Api-if 11,201 fw'Tai�ttenrllC , Repair And Operations(N]RO)Supplies, Parts,F,quipmoliI, Vateria.15& 117 ReIaLcd 5errices Page 440 of 909 CITY OF TUCSON DEPARTMENT OF PROC UREMEW GRAINGER REQUEST FOR PROPOSAL NO. 7927+3$ 255 W. Al-AM EDA, 6TH FLOOR.TUCSON,AZ 85741 r PRIhI92163 GONTRACT OF F IC ER:JENN fvlYl:-RS, CPPB PH:(520) 837-41371 FAX: (520)791-4735 service day delivery on most orders to most destination points in AZ. Product Accuracy 1 99.23% Product accuracy is measured by the percerMt of lines Grainger t1fillod without post order correction Fill Rate 195.071% rainger's annuai average fill rate is in range of 95-97°l0. Grainger measures Fill Rate by tracking the percent of lines Grainger fa_dfilled "in ftiil" from available stock at time of order, EXAMPLE — A custornot, places ars order for 10 distinct items; one each. (3i-ginger f iffills 91110 Reins fl-oln Our Chicago D and the customerreceiv9s all 10 items tfae next business day, OUSfomar Fill Rate = 1009�, i invoice Accuracy 90.23% C Invoice accuracy is measured by the percent of lines Grainger correctly invoiced without post order correction e. If providing for retail location purchases, describe how agencies choosing to pick up products at a retail location will receive the correct contract pricing. The starting point for correct oontract pricing is the Member's account number to which pricing is linked, Prloing is linked at the rnooption of the City of Tucson and 0N1NIA $ contract for previously aligned Members and for any new Member requesting to participate on the City of Tucson and 0 M N I A contract, '. Grainger's pricing team will apply ooding to all account numbers (Iocaftns) for each 3 City of Tucson or 0r' NIA member within our company wide SAP Business Enterprise ? System. This coding will include pricing and freight terms, as well as tali contract terms and conditions unique to the City of Tucson and OMNIA agreement, f. Describe your process for identifying out of stock items and the options available to i ordering agencies, such as- request a back ordered item, requesting a substitute item and cancelling the item from the order. For items back ordered, Grainger utilizes several methods to notify the City of Tucson anti OMNIA Mornbers if an item is out of stack, depending on order method. For online orders, Members will have real time visibility to out of stock or discontinued items. I 'Y' IW Hutl lers�}'61o'ree,�o[Ct,iVa'nly��t+x. �` ;.' x.•*.a. o,ra 1 v y.SFJ�,5�.�,5��^•',x* :�' Y•� �e, ,s;r' M1 The CYjj of/'lkjc.'.srfn .-w y view+'tial-done Product u' :- .•� rr�+rrrifrrhi�i~1,yF o� ltl�P h1Q. 79165 . � Tlac city of"f uu;on .4e.{}N]NT µ ,Tri] 11,2019 10aintennnec, Rcpair And Opuratious (_Vujo) supplies,parks, Equilmient,matcrisls& aT 18 RoNted Sorvin,s Page 441 of 909 CITY OF TUCSON DEPARTMENT OF PROOUREMENT ADFIMn REQUEST FOR PROPOSAL NO.192163 M n rr 255 W. ALAMEDA: 6TH FLOOR.TUCSON,AZ 65701 PRfNCJPAL CONTRACT OFFICER=JENN MYERS,CPPE PH: (52Q) 837-4137 i FAX: (520J 799-4738 For substitute items, Grainger.com functionality include$ a "comPa.re items" feature which provides a side by side cornparfson of available alternates for the MembOr's consideration, In all fnstanoes, the decision to accept a substfWte product is safely that of the Member. Prokol Compare Ii Ptln1 4 ncli.nr Ir+ �p,ux Fir 1S Fen�+u kxr �1n.rrrxlln 4 n/rr.:ro hm Once p lM s rodueft have been kan r.:n'113i 11"n A�S�::r l[•Ih.idp35J ILM.ILyzp}'3 IUrr Y�k"NJ9 ?tAall 1. CpHpxx 8E F}�II +a7F� P4•LIFLI•r L'I NY'.CQJ,}{FEI:r/. f{i•b•iirJ �uN Im3urKitr NSIrx IYi,=.l selected for i ■ Fia7F'YUb,lf I�Yyyjlr-0Ly.rl;{ .11ik"i+.A3 L'�J. IIdIN#1{do-=F IIyyIAf.'it rLFkliff. !1+qL' M1l:n pit Lnil H'I {11I Id k2AItA .5TAN-54.15J,L M I f�]•i5 ifif 8Ei4 to an ! • ! L,p'N S. T`YiY%•., ]•�IR$ r'n1 Ylrgl syu,ar&. $. A+I}lli� CIi L}.�I'J.ILNjr! It=':a l7ny 5r.p+rw.�i l5,� 9aFn.r IYr:1Ian VOE'h ark: Li 1P El; Nrliorr, OW.c n�U-d&aiiq can be iminedfate- . P �r , ly F i determine $UbPUe 0 $Llaepkk $20. O ral Sr3,91 r� wpb Db_-p 1H_1fi1p,r _ _II 8�1,691r1 , it + -prod ,T-1 -El :'yr � a 11 l s I The City of Yucrion or +rbils'k1 .k[ a1dn;,YFI OMN1A Mom bers can !* _ ++ddauksl +Ad,is k1 prod uct or * v^' -- -out 6f stock'produ to arrIve. i if the Member places an order either via a branch or phone, the Member is immediately notified by a Custorner Service Associate ((;SAL) who will inform them of options for substitute or aftemate items, rainger's ERP system easily allows the CSA to search for available alternates for the (member to consider. Product information can also be emailed I or faxed to the City of Tucson or OMNIA Member to review, i i For faxed or ernafied orders, a GSA will notify the Member and inform thein of options for � SUbStitute er alternate items, Product information call be emailed or faxed to the Member, i For carrcefling an item on an order the City can utilize grainger.com click to chat, call our customer service agentsdbranchl ales representatives, ernail, or fax. i RPP NO.192163 — - ]'he City of'l icsan& C}111 ][ti Agri[ 11,2019 'vTainteiwncu. Rupair Ancl Op,,rmions(kMO)Supplic Parts,Lgirip�rLc it,N:TcLteriais!r ( 9 Rdalud Sorvi"s Page 442 of 909 CITY OF TUCSON DEPARTMENT OF PROOUREM ENT cru GURIM. REQUEST FOR PROPOSAL NO. '192163 X55 V1, ALAMEDA: 6TH ROOK TUCSON,,AZ 55701 PRINCIPAL CONTRACT OFFICCR;JENN MYERS, CPPB PH: (520) a37-41371 FAX; (52D) 791-4735 5, OtherlftueAdld a. Describe any government rebate or government incentive programs applicable Grainger Incentive Program Gra ingar is committed to offering incentives and rebates to all aspects of Public Agency use. Below are the newly enhanced incentive programs being offered through this contract. Grainger prgvides incentNes to City of TucsOWOMN1A Members that: T} Affiliate tc this contract I i 2) purchase more than $250,000 annually under the Agreement ft m Grainger, 3) Grow purchases under the Agreement andlor 4) Purchase more than 50% of spend via a Grainger approved ecorrtrneroe channel These incentives are explained bolo . Administrative Fee on Spend of More than $260,000: Grainger wilt provide the City of Tucson/01%41\1IA mer tem that purchase more than $250,000 from Grainger in a contract year with a Direct Sales Administrative Fee ("D AF") of Two Percent (2%). s' The 2% fee Ghali be on all net annual spend by a Member. Incentive Growth: Grainger will provide the City of Tucson/OIVINIA Mernbsrs an incentive fee tied to annual incremental purchase growth. If the Member increases its net annual spend from Grainger, as compared to the previous contract year, Grainger i will pay a 5% fee on the incremental growth. eCommerce Incentive: Grainger will provide the City of 7uc orllOMNIA members that purchase more than a 50% of spend from Grainger through a Grainger approved ecommerce channel with a 2% scommerce incentive fee (ecommerce Incentive Fee) paid annually on all ecornmerce spend for the contract year, Reporting and Payment: Payment of the rebate, along with a supporting report,will be issued to Public Participating Agencies within 90 days of the close of the current contract year. Grainger will work with OM NIA Partners on the distrfbution of tete funds, i Net Annual Spend Defined: Net Annual Spend is calculated for the contract year and � is defined as the total invoice price of all contract year purchases Jess: 9. Refunds 2. Credits on returns 0. Discounts 4, The monies paid on any purchases pursuant to the Grainger Distributor Alliance Program RFP NO. 192163 The City of"fucKuit& C11411VLi —� April 11,20 19 Maintwllaiic--Ropair And OpBratons (N-1RO).9upplies,Pans, L-gUipnicnt.l�lareriajs &F121 lzc hitul Services Page 443 of 909 CITY 0 TUG60N DEPARTI'�IENT of PROCUREMENT 111 �r REQUEST FOR PROPOSAL. NO. 782163 255 VV. ALAMEpA, GTN FL00R. TUCSON.AZ 85701 PRINCIPAL CONTRA GT OrFiCER:JGhIN MYERS: CPPB PH; (520) 837-4137 f FAX= (520)791-4735 b. Describe Prow your firm will meet the monthly usage reporting criteria_ SLIbmit a sample report. Grainger is capable of meeting all requirements for the monthly usage reporting. We will provide an electronic copy of a usage report upon request to the Agency Department of Procurement. The report will provides oornplete information on the Items prIrchased under this Contract. At a minimum for each Item sold; the report will Ilst the manufacturer name, moM number, part dumber, item descrlption, quantity sold and total spend by department, division and ordering entity. Please see Exhibit 3 Grainger Sample Item Purchase Report c. Please include any value-added services that have not been listed in the scope of work. Services could include, but not limited to, safety shoe program, additional inventory manngement, emergency preparedness services, safety glove programs etc. Grainger will support the Oity of Tucson and OMNIA Members in achieving additional j cost savings and efficianries over the duration of the Contract by leveraging our years of experience In saving customers time and money. rainger's core value proposition is oentered on helping customers identify ways to "take costs out of their business," specifically in the areas of time, space and dollar savings. For ease of reviewing all services Grainger offers the City of Tucson and OMNIA Menfibers, Grainger has included all value-added services vaith the serviGes in section 1 �. er�rices. l RFP NO. 192163 Tho City of neson & 0M1FIA priJ 11,2019 ltepnif.dud OP01-aturns(TvfR.0) Supplies,PaL1s, EL]uipncnt,M(tterir,ls 122 ReJaL-cd Services Page 444 of 909 CITY OF TUCSON, RI=P# 192163o MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, DARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES Attachment B - Category Discounts Percentage Discount off ------ Category list price(%) Abrasives 7% Adhesives,Sealants, and Tape 7% Cleaning 229 Electrical 23% Electronics,Appliances, and Batteries 19% Fasteners 32% Fleet and Vehicle Maintenance 5 Furniture, Hospitatllty and Food Service 5% Mand Tools 14% Hardware 5% i 4 HVAC and Refrld ge ration 17 La b Supplies 7% Llghting 22% Lubrication 7% Material Handl'ing 15% Motors 19% j Office Supplies 5` Outdoor Equipment 12% Paint, Equipment and Supplies 10% Plumbing 20% Pneu mat[Cs 11% i Dower Tool's 11% Power Transm Isslon 19% Pumps 7% Safety 19% Security 15% Test Instruments 7% Weilding 10% (Other) HVAC; Fllters 40 (Other} Emergency Preparedness 199 Base DIscount 5 Page 445 of 909 �.2Rmx iakyrxsx{. 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Page 490 of 909 Jl Y.9 Jl u.x KKttuk�SRJf uY x�u�+xuJ.YxK��exJ. YRJ.Y 0.Y yM1l J.nxu,µ. .x,�vnkN VRY€Yx4.Y R:J-Y='. ."J:{x y`S::''p p a=R vz R:J fin" '.:J:.. � R:J:-�:J :Ja-:J:J:. x a:K��_e.ed r •�+!.k�a�n �^.r. u X9555 9:iEi ILE0zELE S2ic 2 ff€2 L315 E E K 0 E L� %Ee3Sex5EEE!SE3 aSt S2-`1i j -i x% !2 i7r•:=k�a�4k�°RBrL11.69q 48`ki$ 'i'-+v$ 3a''- � 45 $ S53.5 d.aLS -!��.t v$^ya.2Y - ?lar r: L? ' .i":i%5' r IiIi p� rW'Y.rtih#fie` ri#i. � L�`- ? �,x "' 5�`y� R" t �x � Lt Fry.3. L 3 h�f�. .'N 3 r'1 ri -Y:i{ - „�' -,�'1 {.x ;I\ L} ;u 4 Sk:. r",+ € 3 •=1{F.- s1 5p � ar :��� :n���ri �_s�" t °� � 'y k� •s^�j.��:�`$��:;:F:ny �� r.}y�rx���s� rx}�'• �^� `rk 3n� 3x �a`saY^u_l, r. t W yiEty 2 ` fry +G _ ' .;e = satu'�c s yx5-,. y�.,ky.�„ .,� ., „x., �tvvr! k2G v ry r v.d°I:l F i .. .it n ...I F' Y 1 V 9 3 s T'F.R R..^ti ..., ..=f[ :; P.:1. ^Fr F.`l � 7 P P.:1 f H?7 r:1 o:l F. v ry r�.R`]�� :J a=.N Page 491 of 909 CITY OF TUCSON DEPARTMENT OF PROCU RFz[Vl%T �1� REQUEST FOR PROPOSAL_NO. 182163 255 W. ALA MEDA. 6TH FLOOR, TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICER:JENN MYERS, CPPB PH:(520) 837-4137 J FARC' (520)791-4735 B, Price Proposal 'I. Provide a price proposal as requested on the Attachment B— Price Page. Grainger has completed Attachment 13 — Price Page. Core Lists a. fvlarket Basket— Provides for the deepest discounts, as listed on the category discount sheet, on a variety of products to agencies nationwide. Products in this list � represent the largest annual spend in terms of dollars aridlor highest volurne in terms of quantity. Pricing for Market Basket items shall be provided to all I Participating Agencies_ Pricing for the Market Basket will be provided to all Participating Agencies. b. Functional Afternativas — Provide items which can be substitutes for the corresponding items on the Market Basket which might provide better value but meet the same need. Items in the Functional Alternatives section of the price page will be evaluated as value-add items for the National Program, Pricing for Functional Alternatives shall be provided to all participating agencies. All fLnctional alternates will be provided to all Participating Agencies, i. Using Attachment 13, Price Page, complete the columns specified resulting in the proposed discount and net contract price for items offered nationally, i Grainger has completed Attachment B, proposed discount and net contras# price for items offamd nationally. ii_ Using Attachment B, Price Page, complete the Category Discount page listing the percentage off discount price for each category provided. Grainger has completed Attachment B category discount page. i iii. How often does the Offeror propose to updata this list? Are there certain products ; that should be updated more frequently than others? Grainger proposes to update the market basket on an annual basis per contract year. Upon mutual approval of both parties; this market basket will be active for the full 12 months of the next contract year, and Grainger will not increase the Market Basket pricing for these items during the contract year. In the event a Member Core List Item is discontinued, the parties will find a mutually agreeable replacement product and add such replacement item to the Member Gore Ust. b. Customized Gore List by Agency, individual local and state departments, and regional care lists, In addition to the National Core List, Offerors may provide customized core lists to agencies, i. Describe Offeror's ability to provide customized core lists to agencies; In addition to the Grainger Market Basket (Attachment B), we offer the ability for each { 1C1P N0.192163 '1'Jrc C'iA'of Tucson Sk,�14t)YJ,� April 1]-. 20 E 9 Mahitenance,Repair And l wr;jti{}ns (MRO).9uppIics, Pails,Lquipment,l-bMi ttals�c 126 Related Services Page 492 of 909 GRAMER CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL,NO. 192783 255 W. ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICER'JENN MYERS, CPPB PH; (520) 837-4137 1 FAX- (520)791-4735 agency to create a custom market basket. To drive additional cost savings while enhancing procurement stability, agencies can select a custom market basket consisting of products the individual agency most frequently procures. The Grainger Sales team will work with Agencies seeking to consolidate, stvndardize and to identify a product list and price, ii. The number of items Offeror proposes to provide on a customized core list; Grainger offers the ability for each agency to create a custom market basket unique to individual agency's needs which oannot be specific to a nurn ber of Items. iii. How often does the Offeror propose to update customized core lists; Grainger proposes to update the custom list on an annual basis per contract year, Upon mutual approval of both parties this custom list will be active for the full 12 months of the next contract year. Grainger reserves the right to adjust pricing to reflect markot conditions. These adjustments may include unforeseen significant increases in supplier's costs resulting fron) changes In laws or regulations, imposltions of tariffs, currency fluctuations, Increases In commodity prices, or ether changes in conditions not reasonably foreseeable to Grainger, iv. Describe any agency size or volume limitations. There are no agency size or volume limitations to receive a customized core list. o. Catalog Pricing., Provide pricing for products not included in items 1.a. and 1.b. above, i, describe how you will price catalog items that are not listed on the x Market Basked list. That is, by product category, sub-product category, manufacturer, etc. Category Discounts: Our offer encompasses significant discounting across 32 MRO categories. These category discounts are applied to Grainger's Contract Reference l Price (CRP). Introduced in 2017, CRIB is the product pricing Basis for contact customers. ORP is market-based and lower than our historic List Price and thud males more products attractively priced and simplifies the purchasing process. ORP is stable and only subject to change three times per year, Because CRF' is lower than Grainger-$ prior list Price, Contract category discounts are also lower. It is therefore important to compare the "final' product prices, as a lamer discount percentage offered by a competitor may not yield a lower final product price. For City of Tucson and 01VINIA Members, CRP is found on Grainger,com when Members log into their account. The CRP at the time of purchase will be the prig to which any contract discounts will be applied. The offered category discounts are fixed through the life of the contract across 32 MRO categories. Grainger Product Soy,rciIng: The City of Tucson and Participating Public Agencies are able to purchase through Grainger's Sourcing arm, which reaches out toGrainger's network of non-catalog suppliers to provide access to over five million additional { products and services. The pricing and discounts set forth above do not apply to items 717.1'NO. 482783 The City of Tucson &(314'TJy�� .April 1:1, 2019 7vTainten;ince,Repair:-end Clperatinns(1 0) Supplies,Parts,F,giiipinent, ata Js c+C 127 Rclatr..rl Services Page 493 of 909 CITY OF TUCS ON D EPARTNI E HT 0 F PROCUREME=NT �f n' REQUEST FOR PROPOSAL NO. 982163 258 W. ALA MEDA. BT FLOOR, TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICER'JENN MYERS, CPPB PH; (520) 837.41371 FAX- (620)791-4735 purchased through rainger's Sourcing arm. Pricing will be quoted on a case-by-case basis. Grainger Sourcing Terms and Conditions apply to any Sourced purchases- The pricing model for sourced 'Products is based on current market conditions and is competitive for spot buy situations on a per order basis. Please see Exhibit 10 Grainger's Sourced Product Terms and Conditions, ii. Disclose the number of items in each product category and in the catalog JIM Adhesives, 5c�ilants, and Tape 7.430 ---- -- - - - .._..- — -- -- ----------— -- - - — ... - -- } Cleanin 1 ,512' . Electrical ryryryA61.900µy_ ! El ctfcnits;Ap I ances,_and 1Batteri8s,j__ _8,0D9.-- _ �_ yy_ Fasteners 86,70_1 ------ Y-' -_ „.�la�tart�.V�hlcle.Nlainteriance . .. ..�.�.653v..,... Furniture,Hospitality and Fa_od Service 21,751 ...,.,,.,.� .w Tools. 35; 41--:--- ---- `-- -- T_ _, rev Y_k �.r Hardwaro 40,255 - --------- -HVAC a nd'Refeigeration.. Lab Supplies 70,035 _ - - my -� -----------.-------- ----;Lighting.. Lubricatfon 4,399 Material Hant�lir�g,+ 87' - - ----- - ---- -- - l Motors 11,571) .r, --- -� -- - ---_ Cfflct5up.plles�. . ---.1�1;4p .---- ' .�,..,..,... r.,,m,..��m.,....m^'•Outdoor equipment _^_� 8.7,68HT�~.. ' Paint E �ripmer�iuand 5u�plie .° ry'53,404 ry_-- _Plum_bin_g 56,416 w w w Pneumatics' 9,55 :. :. PoworTools 1 29,215 PoweC.Transrnlss�an :': 36,070 . Pumps 12,216 Safety. : .. 181,849 Security _ 56,434 .- YTestlnsiruments �12;710 --- I Welding _ 11.,394 • _ M3ohining 247,451 k Emergency Preparedness 2,368 - --------------------- i RF P NO. 182763 The City of 7Waou o14XNKi April 11, 2019 Vaintenance,Repair Asad Operations(N-aO) Supplies,Nils,7'7quipmentA-1a#erials & 124 Rclatied Sarvic�s Page 494 of 909 CITY QF TUCSON 0EPARTMENT OF PROCUREMENT GR I rYrrR� REQUEST FOR PROPOSAL NO. 192163 255 W.ALAMEDA, 6TH FLOOR. TUCSON,AZ 85701 PRINCIPAL CONTRACTOFFiCER,JENN MYE RS, CPPB PH: (520) r. 837-41371 FAX: (520)791-4735 l d. Seasonal or Special Pricing: Describe any programs offered to promote special pricing to Participating Agencies. rainger is offering, at a minimum, a custom core list per Participating Public Agency. This list will allow our dedicated sales staff to work directly with each Participating P4iblic Agency to determine special pricing on specific items which may include seasonal products, . Describe how services proposed will be priced, Grainger will price services at 5% off the Contract Reference Price (CRP) as reflected on wvew.grainger.com at time of transaction ("CRP"). As Grainger adds new services to E vvvevv.graingeF.com and that service has a (CRP), Grainger will offer those services at 50 off the CRP. Grainger will advise the Clty of Tucson of any new services to be made available under � the Master Agreement by providing an email to the Contract Administrator and describing the 1 new service(s). These services will be included as part of the Master Agreement and no written t amendment is necessary to include them under the Master Agreement- 3. The City's expectation is that the proposed pricing shall include delivery to Tucson and Participating Public Agencies. Based on your distribution network, explain the impact of such pricing to the City, Participating Public Agencies residing in large metropolitan areas and Participating Public Agencies residing in viral areas. Propose an optimal solution(s) that would provide Participating Public Agenoies with the best pricing including freight costs. Grainger's offer for the City of Tucson and OM NIA includes standard pre-paid freight for all catalog orders to all Agencies residing in large metropolitan areas and residing in rural areas. 4. Propose a plan to adjust pricing as market conditions change. The plan must be verifiable and auditable. Identify calculation.formula, components,index, etc. As stated above in the Price Proposal Section the National Core List net prlces will be held firm for 12 months from the contract award date ("Contract Year"}- In the event a Core List item is discontinued, the parties will find a mutually agreeable replacement item and add such replacement item to the Core List. Grainger will review the Core List items on an annual basis to assure continued customization and relevance. This data will be based on the information accumulated throughout the terra of the contract. A review of this data is critical to ensure that the City of Tucson and Participating Public Agencies continue to receive the mast significant savings ori the items they purchase the most. As stated above in the Price Proposal Section Member Core List individual net prices will be held firm from the date of the Member Core List implementation through the balance of the applicable Contract Year. As purchasing tendencies, market conditions or OMNIA Member habits change over the contract term Grainger will work with the OMNIA Member to update the Member Core List items to reflect those changes. Thereafter, the updated Member Core List items' net prices will be held firm through the applicable Contract Year. As stated above in the Price Proposal Section products not in the National Core List or in the Customized Care List, Category Discounts will apply to the www-grainger,com Contract Reference Price {CRF'} at time of transaction ("CRP'), The ORP may change three times annually, generally on January 1, May 1 and August 1 ("Adjustment Dates') and prices for R75 NO. 192163 The C'iiv of Tucson & OMNIA April 11, 2019 NhLinCi3lLHODU,Rcpair And Operafions(MRO) SUPPIics, Part",EL]uipm�-,n L.Material8 & 129 Belated Scrvicus Page 495 of 909 CITY OF TUCSON DEPARTI'�IENT OF PROCUREMENT " �' REQUEST FOR PROPOSAL N0. 193963 JlJf 255 VV. ALA MEDA. 6TH FLOOR, TUCSON,AZ&5701 PRINCIPAL CONTRACTOFFICER;JENN MY ERS,CPPB PH' (520) 837-41371 FAX; (520)791-4735 products priced with a Category Piscaunf may increase or decrease as a result. Due to the wide variety of products and the number of products available in Grainger's catalog and Web site: and the raw iylaterials used in those products, Grainger does not utilize the Consumer Price I rtdex (CPI) as it does not perform with the specificity needed to address price increases. 5. State if pricing is most favorable offered to government agencies. Describe how your firm will ensure this contract will continually offer the best pricing available to Participating Public Agencies. rainger°s prices for items sold to Buyer will not exceed the price for the same or similar items sold to other government customers for the same of slrnilar quantities of product in a similar product mix, under the same or similar terms and conditions. Baeyer acknowledges, however, that due to the vast numbers of items sold by Seller and Seller's extensive mistomer base, as well as the different ways customer s structure requests for proposals and bids, Grainger cannot assure Buyer that items sold to other customers for products won't be sold at a better price or discount. Even within the Master Agreement, since Grainger will provide Custornized Market Baskets as noted in 1.b. above, 01VINIA Participating Agencies will receive different € prloing and discounts on products. This is also true for other customers. x 6. Provide details of and propose additional discounts for volume orders, special t manufacturers offers, minimum order quantity, free goods program, total annual spend, etc. Customer Specific Pricing (CSP) – In addition to the Core List Program, Grainger will offer additional competitive discounts and pricing in those cases where the City of Tucson and/or Participating Public Agencies make high volume andfor repetitive product purchases, { 7. Provide information on any ordering methods ^ such as electronic ordering or payment via p and or EFT – or other criteria which entitle the using agency to additional discounts off of a manufacturer's price list. If sa, please provide the percentage discount. There is no further product discount than the Nat ienal Co re list, custornized core list, category discount off of published CRP price or base CRP discount. S. Prov i d e you r payment terms. Grainger°s payment terms are NET- 30. 9. As stated in the Instructions to Offerors, 7. Discounts, the prices} herein can be discounted by i NA %; if payment is made within days. These payment terms shall apply to all purchases and to all payment methods. 10. Will payment be accepted via commercial credit card's Yes No a. If yes, can commercial payment(s) be made online?_4 Yes—No b. VVIII a third party be processing the commercial credit card payments}'? Yes No c. If yes, indicate the flat fee per transaction NA (as allowable, per Section 4.9 of the MasterCard Transaction Processing Rules). d. If"no" to above; will consideration be given to accept the card?_qYes No RPP N0.192163 The City of Tacsoa &0 N1N 1. April 11,2019 majnwnanco,Repair And Upon,don 4(M RO) SuppIics, P41-t�5 Egtdl)munt,N-faterials & Rela(ed 5orvices Page 496 of 909 CITY OF TUCSON DEPARTMENT QF PROCUREMENT a f�' REQUEST FOR PROPOSAL NO.192163 255 W. ALAMEDA,6TH FLOOR. TUCSOhl.AZ 85701 PRINCIPAL CONTRACT OFFICER;JENN MYERS, CPPB PH' (520) 837-4137.1 FAX; (520)791-4735 11.Does}your firm have a City of 7ucson Business License?--�--1'es No If yes, pfease provide a copy of your City of Tucson Business license. Please see Exhibit 8Grainger',-; City of Tucson Business License. i i I i I I i I I I i 0 7N30782768 �.� -- - Y 'FINa City of Tucson & (0147Vly4M..�» April 11, 2019 Mailitimanm, Rcpair And Operation (MR 0)SuppIius, Parts,Equipmualt,11--Ta#eri3E5& 231 Relnkd S,,rvi�x Page 497 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT (UNNGIR REQUEST FOR PROPOSAL NO. 792163 �uxoa�oam�r 255 W. ALAM EDA,6TH FLOOR, TUCSON,AZ 85701 PRINCIPAL 00NTRACT OFFICEIR;JFNN MYERS, CPPB PH; (520) 837.41371 FA}(_ (520)791-4735 C. Qualifications and Experience 1, Provide a brief history and description of your company. W.W. Grainger, Inc., founded in 1927, was incorporated in the State of Illinois in 1928. Grainger is a publicly held Fortune 500 company with shares traded on the New York Stock Exchange (NYSE), Grainger is the leading North American provider of maintenance, repair and operating (MRD) supplies. Grainger's capabilities include, • A strategic US distribution network of 250 branches and 14,distribution oenters. • An extensive product line of more than 1.7 million products and over $1.3 billion of on- hand inventory + 950 of customers receive next day product delivery; 99,6% of in-stock orders are shipped within 24. hours. 6 Proven experience In negotiating and implementing multl-state, complex. nationwide contracts, Grainger's investment in eoeptional service, value-added programs, eProcurernent solutions; KeepStockO inventory management solutions, a technology driven supply chain and physioal presence throughout the US enables commercial, government and institutional customers to keep their people safe and facilities well-maintainad. Grainger is the incumbent provider of I IRD products and services to the City of Tucson I 01VINIA Partners. We remain oommitted to providing a contract of scope and scale Meeting i s every MRO requirement at a competitive value to government ageno€es across the U.S. i 2. Provide a statement of your annual sales for the past 3 years. 1 W.W. Grainger Annual sales: 2018: $11, 200,000 12017, $10,424,858,000 [ 2016: 1 10,137,204,000 � 3. Highlight experience and strong national presence in the MRD industry. Grainger Molds an advantaged position with its supply drain Infrastructure, broad in-stock product offer€ng and deep customer relationsh€ps. Grainger helps government agencies, businesses, and institutions across the US to keep their operat€ons running and their people safe. Customer's across these sectors want highly tailored solutions with real-time access to information and just-in-time delivery of products and services. Demands for transparency are also increasing as access to information expands. These changes are reflected in hour U customers carry out responsibilities in the US and how Grainger directs Its investment throughout the U , US customers continue to migrate to web and electronic platforms such as EDI, eProcurement and } eeptock& Grainger.corn provides real-time price and product availability, detailed product information and features such as product search and compare capabilities. For customers with sophisticated electronic purchasing platforms, Grainger's U5 business utilizes technology that allows these systerns to communicate directly with rainger,com. The U5 business has an outside and Inside sales force to help customers select the right products for their needs and reduce costs by utilizing Grainger as a consistent source of supply. Inventory RF P NO. 182763 W. .. - - - - llhe City of Tucsoll cue t1NINL-i — April 11, 2019 NTaintcnai3tt, Rclaair And Operatiuns(MRO) SuP111i34, PHI-15,Ugiupnhcni, Matuid.,; & 133 Related Sevvices Page 498 of 909 CITY OF TUC 60N DEPARTIVIENT OF PROCURENIENT ej1d=zMCMMM7flEMX1 REQUEST FOR PROPOSAL NO.192163 255 VV. ALAMEDA. 6TH FLOOR, TUCSON,AZ 85701 PRINCIPAL CONTRACT OFFICER'JENN MYERS, CPPS PH-(520) {; 837-41371 FAX' (520)791-4735 management is another area where the US business helps customers be more productive- Through its technology driven distrlbUtiOn centers, Grainger ships most orders complete with next-day delivery and replenish branches that provide same-day availability. Branches in the US serve the Immediate deeds of customers in their local markets by allowing them to directly pick lip items. Branches also allow customers to leverage branoh staff fDr their technical product expertise and search-and-select support- Grainger's US contact center network handles about'!3,000 customer interactions per day including approximately 20,000 orders via phone,email and chat. In the government sector. Grainger understands the values and processes associated with public procurement, Grainger's Sales Tearn is specifically dedicated to and focused on government agencies, We understand the budgetary processes that agencies rely on and the competitive and transparency requirements related to acquiring goods and services. We align the compliance strictures of the sector with delivering MRO products and services across the wide span of governmental responsibilities to agencies small and large. With Greinger's experience and relationship with suppliers, we remain a steadfast partner in delivering expeditious response and proven reliability in emergencies. In any emergency, large or small, 1 our pricing and services remain as provided in the contract j Grainger's history with the City of Tucson and OMNIA reflects a relationship of devoted � partnership, Our experience under the otlrrent agreement shapes much of how we structure offers in the public sector- We embrace the opportuMy to continue to serve City of TLICSOn and OMNIA members while expanding the customer base. r i 4. Provide the total number and location of sales persons employed by your firm. Grainger's total sales persons in the US are 3,800. Of those, 664 areGrainger's dedicated Government inside arid outside sales staff- The gable below presents Grainger's Government t sellers by state. 1 r ;SllaCb*,<�lf,'GJ{ �M1 '}'f`} ±+•1! Cy;�k:•1�-Jt'1'. . .iF}�•� � C\rrt!J.\�-.:4.,.-.f - a Alobnnle4vilrsir�7u� $ Oh,a i 4 ...-.. ..... .... .. ..... ..... —7. _..._................... ... .....-. .......-... ,..,. p.la�ls� 2 f41air3� � .�klcrlxornp �' Adznna IS r4lerryland 15 Oregon 4 lariv�it�sris� � � rolE�syachuseits 8 PcFaTrs Iwonio 1G � alltoFn6& ?1 h1rCi14g F1 io Rmcle,Wand 3 { t alorogn 1'2 Onno;ota. Saul aroli�a 7 onmm�llaut l m6T #a11 lssippl^ 2 South pakoia 2 �elevYar�e 3 . Miesburi r t0 ienrie�se 9t rlorlrla 92 Moisinna 1 T*xas C2 � mrgla 1"1 ML410s, : � $ tt#rh 7 Movaiii it Revada 4 Vimllant 1 I vmA I hmnshlrig .'3 vlrAfni�i 985 Illlna:o ---- A Ney.r,Iersey � 15 Washhglai x 15 i idimnaW .4 Nay,'ts�axlrx,� �ds_ Vgol WWI Na Iowa 9 NoyvYork 41 %Msconslrl 13 rCaiL'�f N4rtli 00 ruT is 115 Wy"Irig 8 FCBnIU��y 4 NIJ QLA El i p;5trirftW1 S. Number and.location of supperf centers (if applicable), RUP NO. 192163 The Citi'of Tu¢&nn &OMNIA April 11,2.0]9 Ndaimenmoe.repair Ancl Operaaons (_N11W) Supplies,Paris,Lgiiipment hinloria.Is& 134 Related Ser4'ices Page 499 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT rar�r REQUEST FOR PROPOSAL. NO. 792763 255 W. ALAMEDA, 6TH FLGOR,TUCSON,AZ 85TO1 PRINCIPAL CONTRACT OFFICER:JENN MYERS,GPPI3 PH: (520) 837-41371 FAX' (620)791-4735 Grainger's strategic branch network includes 2-50 branches geographically located to provide support to our customers. Please see Exhibit ? Grainger Branch and DC Locations, for a detailed listing of Grainger branches. Additionally, end users can find the closest branch by inputting their address on Gmlinger.com_ Grainger has three customer contact centers with over 2,000 Customer Support Associates located in Janesville, WI; Waterloo, IA; and Phoenix; AZ. Grainger contact centers are available 24 hours a stay, 7 days a week to assist our customers through phone, chat and email. 6. Describe tha qualifications of your sales personnel and technicians, Sales Personnel [ Grainger's team of 564 dedicated government sellers is located throughout all 50 states and provides full geographic coverage of all state and local government membem. They are specifically trained to manage government contracts and customers. All Grainger's sellers participate in Public Sector training and are required to cortRy annually their Government: Compliance Tralning and Grainger's Code of Ethics. Other training incudes procurement Integrity and industry specific training to understand the challenges of the Public Sector customers. Across all Grainger disciplines Is an understanding and commitment to how government agencles purchase goods and services, haw agencies are funded and the compliance and transparency responsibilities that accompany the sector. Technicians I Grainger's Field Safety Specialists bring in-field education, experience and expertise to help customers address a wide range of safety and health questions and issues ' assisting with injury reduction, compliance improvement, risk assessment, and productivity � improvements. i { Our teams' Primary accreditatlons conferred by the Board of Certified Safety Professionals i include: 3 • Certified Safety Professional (CSP) { • Associate Safety Professional (ASP) a Safety Trained Supervisor{STS} Secondary affiliations and designations inciude- Qualified .Safety Sales Professional Certification (0 SP, conferred by the International Safety Equipment Association (IEA)) Hazard Analysis & 0ritioal Control Points {HACCP, Food Safety Certification} • 06 IIA-30 hour and 0 S HA-10 hour OSHA 506 and 501 (General Industry and Construction Industry Trainers) Numerous Supplier and Manufacturer Training Grainger onsite Team Member's are qualified in 1nvantory rnanagement techniques, ordering processes, customer communications, inventory analytics,the breadth of Grainger product and service offerings. Regularly scheduled Onsite Team Msrnbers ars available to help manage inventory and providing custornized, knowledgeable support including unanticipated needs. Grainger's Technical Product Support Team is a Tier 2 customer service group dedicated to helping customers identify the right product for their application, troubleshoot issues, and Wei' NO. 192763--- — ---� `)['lac City of Tucson &.c7NJNTA April I L. 2019 M4 ii tiL-aialkc,,Repair And Uporations (R1Lt0) SuppJtes,FaLgs,Equipment,Materials& 135 RilatE4 Services Page 500 of 909 CITY OF TUCSON DEPARTMw NT OF PROCUREMENT rir+ A REQUEST FOR PROPOSAL NO, 782163 255 Vv, ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PRINCIPAL CONTRACT 0FFICER:JENN MYERS, CPPB PH: (520) f' 837-41371 FARC. (520) 79-1-4735 provide expert advice and kriowledge. Our team members have over 1000 years of combined hand on experience in their respective fields, irrclt.lding: Master Electrioinns. HVAC Service, Master Plumbers, Certified Safety Courdlnators, Foundry Shop Foremen, Technical School instructors, City Maintenance foremen, Manufacturing Assembly, Pneumatics specialists and Pump Sales Engineers. 7. Provide a listing of key personnel who may be assigned to the City's contract- €nclude their title within your organization and the description of the type of work they may perform. Please identify an executive corporate sponsor who will be responsible for the overall management of the awarded Master Agreement. Grainger has established a frarnework to address the City of Tucson and OMNIA contract management, Inquiries are addressed initially by the Member-aligned Grainger seller who i engages necessary rasoLrrces to address customer inquiries. If any matter cannot be resolved by rainger's aligned Member seller, the seller will engage their immediate supervisor and i escalate the matter to Grainger leadership until the issue is resolved, Key Personnel for the City and OMNIA's contract are listed holow: Role - - 1 Executive Gorpomte Sponsor Benjamin Nichols 1 VP, Government The hlgheSt level of authority for the success of Gra inger's government contracts. Regional Sales dice President, a Tim Sweat West Western Region Sellers allgned to Tucson r................................... ----- ---- -.-.....,..,,..,-. Kellyrub Regional Sales Aire Pfesident, South GQMrai Region Sellers aligned to I ` South-Central David Joyce F Regional Sales Vice President, I Northeast Region Sellers aligned to� Northeast Tucson indi Evers DA gicnal dales Vice Presidcrkt, DA DA.Partners Nationally Partners ...................- -- ------ ,-......-,..:..-.----...----- - - ,,,,.,, Regional Sales Vice President Prim Oversight to Sr. vernmert Mark Snead Primary Oversi Government- COOPS Sales Ma !a er to ensure contract success Ron Price Sr, averrtrnent les a Prima dedicated Point of Contact for the ➢ Hager E .-------- ......................--:_.-.v...- ---- Responsible for day-today support of the I I Angela Hoaf�r GovernmentAcco�rnt Manager City's agencies. Dan Mueller Gonlract Life Cycle Manger ----- -Respims1ble to maln#a�n the contract over the life of the contract - -----......................:.....................- ---- --._....,.,...,,.,......-.-....-... --........., ..... ... .... - -----..-........ is Partner with Contracted Customers to Kendra Mormarl r Customer Enablement enable the changes needed, in both � organizations, to meet the goals and ` objectives of Coritracts and AgreerrrenlN Yxw„ Provide Marketing supporttotheCItyDf Raquel Gass Marketing Tucson and OMNIA Member's program; Create collateral to market the City's and ........... 1 NW6 program. RFP NO, 782765 The City of Tucson &1)11.11 "1 1.4 ApAJ 11, 2019 Mrrin#eirancc, Rcpair And Operations(MRO) Supplies: Parts,Equipment, Matcriai, Jab Relatm SerViccw Page 501 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT 1��+� REQUEST FOR PROPOSAL NO. 192163 r�r 255 W. ALAMGDA- 6TH FLOOR, TUCSON,AZ 65701 PRINCIPAl- CONTRACT OFFICERJENN MYERS: CPPB PW; (520) 837-4137;FA : (520)791-4735 S_ Summarize your experience in providing product and services similar to#hat outlined in the Scope of WcV rk, Provide a minimum of three references for which you have provided similar products and;services. References from other public agencies, particularly municipal governments, are preferred. Please include company name,address, phone, email, and contact person. f * +t putson Information lip City and 209 Wl CasfaxAve., l.ar�ce Jay (7 0) �3 &.2 I15! 1 County DontDept. . COChief Procurement 0frtc�r Lang.$ dsm ea ov.or l of 172r�+Fer I pr�h5lef, C �020� � Y � �! I 2 .rwshua Noel County 4640 F. Kfn a Cnnycah of rows) Rresho,CA 93702 5ui�etn lsore�rlces f nve� }Fresnac�u l#ywa,�cw Saoramanto Collri s co., ,m 000 Loolopy L 1p, Craigg Rader (916) B M362. Prcnesinc aciarnento, CA 95527 purchasing TWO,c Sac ounty.nat $9iViCCh niv�} 9. Please submit any additianal information that you feel is applicsNe to your qualifications and experience, At Grainger, we are citizens of the communities where vie work and live. Mithin the 04 of Tucson metropolitan area, we assisted the American lied Crass in installing home fire alarms, supported training initiatives of the Tucson Fire Foundation, provided scholarship opportunities for the SunnysIde School District Foundation and Pima Community College, Through the Grainger Tools for Tomorrow program, we support individLlal students in their technical training. Grainger employees assist the Boys and Girls Club - Jibs and Vicki Club House, the Special Olympics of Tuoson, the CommUnity Food Band, Meals for "'heels and Jobpath programs addiressing child care and transportation for those in need. Grainger employees volunteer to Treasure for Teachers, We retain Tucson area businesses to meet the current agreement's requirements and to assist us in maintaining Grainger facilities and running our business. Our commitment in Tucson is replicated in communities nationwide, In presenting our most oomprehensive competi#ave offer to date, Grainger aims to maintain the City of Tucson's and OMNIA's trust by fulfilling effectively the evolving requirements of the public sector while expanding the customer Case of those who can benefit by it. Grainger values the opportunities the City of Tucson and OMNIA have afforded us. We will work to maintain and grow the trust by working each day to remain a faithful partner in all circumstances, the ordinary or emergent. { RFT'NO.192163 The city or"rucson & O NIA ��»�•~ Aprif 11,2019 MoinLcntmcc, Repair And OpFraliions(N-IRO) Supplies,Yarn, Equipment;Maltrials& 137 RkAa cd Ser%'iaes Page 502 of 909 GR &R CITY OF TUCSON I.7EPARTMENT0F PROM REM ENT r+ 1�I� REQUEST FOR PROPOSAL,NO. 192163 255 VV, ALAMEDA.6TH FLOOR, TUCSON,AZ 85701 PRINCJPAA CONTNAOT0FFICER-JENN MYERS, CPPB PH; (520) 637.41371 FAK (620)791-4735 Grainger has been the recipient of the fofJowing awards over the past 2 dears: FORTUNE 2019 WHO fS MO • f=ortune Most Admired Companies: #1 in Diversified Wholesalers � � E ski, .ingef as consecutive � 0 Caaingea was ranked nth on E3arron's list of the most sustainable U.S. companies. 2018 1b43FtGEF , F1dJ6Lf:!} • 01 on Industrial Distribution's 2018 Big 50 List (ranks the top NO* ten distributors of industrial products III North America) • Fortunes 2018 World's Most Admired Compa hies 51" consecutive year I * 2018 Jest Place to Work for Millennials by The Warner's Choice Award * One of the DEI "Best Maces to Work for Disability Inclusion" (press release) ■ Best Place to Work for LCI3TQ Equality by the Human Rights Campaign Foundation (press release) • Black Enterprise's 2018 List of Top Executives in Corporate Diversit x • Ranked 10th in the Internet Retailer 2018 Top 500 Guide 2017 i Fortune Most Admired Dompanles. #1 in Diversified Wholesalers * IARC Corporate Equality Index 4" consecutive year l ` • North Amerio2a Dow Janes Sustainability Index Recognition # #17 on HR Executive Magazine's Mast Admired in I"IR List �'�fOME-N's C1 A2t1111 AWA IkV �s stc:ok�inn�tt �xaG i:toted 2017 Executive Leadership Council Ambassador Company • Newsweek.com Top Green Companies in the US 2017 M rirmnrrni.s • Gest Place to Work for LOBT Equality by the Humaii Rights Campaign Foundation (4th Year in a row) # * CDP Score of A- 3 years in a row reoognitlon * ETE400d Member Company j * 2017 Dfsabiiity Equality Index recognition * Beat Places to Work for Disability Inclusion - American Association of People with Disabilities •FSE o d • Ranked 11th in the Internet Retailer 2017 Top 500 Guide RFP No, 192163 W' w .. W« ...��.. Tht-City ofTX,cson& 6-MKT—A, April 11,2019 NTaintenance,Rop air:'end Operationx (%4R0) 81,pplius, farts,r,gjiipnrejlt, Matel'i;�ls Sc 1.38 Related 5s;rvice,; Page 503 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT GRAS' REQUEST FOR PROPOSAL NO. 782163 65 IN, ALAMEDA, BT FLOOR,TLJC ON.AZ 85701 FRINCIPAL CONTRACT OFFICER JENN MYERS, CPPB PH' (520) 837.41371 FAX; (520)791-4735 I FOR Please see the following attachments in this section: 1 . Grainger Sourcing Capabilities . Grainger.corn Overview — Get More Done 3. Grainger.com — Order Management Solution 4. Grainger eRrocurement Offerings 5, rainger's Energy, Facility and Safety Services ! . Grainger Safety Services and Assessments 7. Grainger Keep tock Inventory Management Solutions 8. Grainger Managed MRO 9. 4 eepStock Vending Overview 10, Grainger Customer Managed Inventory Overview 11, Case Study' University Keep tock Onsite Saves $355,000 Annually 12.. Grainger Supplier Diversity 1 . Grainer 2018 Corporate Responsibility Report 14. Energy Efficient Lighting Solutions f 15, University Case Study: 1-1VAC Energy Savings $1.8M Annually ! 16, Grainger Energy Services 17. Grainger Technical Skill Training 18. Safety Services Network Training 19. Grainger Safety`I-ralning and Services I L RFP NO. 192163 The City of Tucwn & OMN[ April 11, 20 14 Niaintenunce, Relmgji-Ancl Operations(MECO) Supplies-. Ports, Equiprnernt, Matt-rials &. Itei'tc 'Page X04 of 909 unn C P'T.".',F.-IND: ARE -A'N. . .LKINA.,. - .. -4�K: u i m ... 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Groinger,Jn:. Page 506 of 909 } M1M1 GET MORE DO NE YOUR WAY -0 Ili G9,41 -ul G a slsx n I Ilgo-,v sr., t , +,•FMWFTd•' ,�;Y,w>{�Stt#2.:nirf+:LI IYYi' 1725 ta r.�l.=. - �- if2 k�epR priro rrtil#4r,S r�r-pf��ve w.s:,,.,�: } = h f#erlral�tp kAiA,795 s:; yv-.��{f 1rV1#B�gl FPS�h2�tdY waa� T,rr. re,r.wn r _ I 1ar„w...;r�r5ris rnu io„ � pa w[rcri;xab'+vNel AFS, PAw rt _ A' i ! #i'araP7ixGry a..,[.e Ir�i.84 can.-[['•ywxwy Irv. Fa:rras ' R-Pror9¢4}LYaSorcwS,�, nk,j trJxh}_ti-m+,km,, '„ 6¢_ '9Jvres flM7 owls od l�jo IIrM To's •hue IIS,:aTro { --- ��qr.■'43�r:s2Flr. `�: I REs FEMUor L,ria,m1. GR.+,IraOER,COr+I t}scouh.'' I1:110010h rx.IIItI4rSLr •('.ia eLmLMgVxu,4�krb' k. "aw,y 1 7 �I:14r'JM1,`am;,Cft . 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LJse our mbust Soamh er glno w11, uickly owess your prevloufily ■ Mal gge usor�ooeas and setti,`Igs type-ahoad Search funotlonallty Purohassd Products *M Rnage user app`owals and ' Brome by ProdLrot Category •Add Berne to your rrart dlroctly spend limits Acca€sp 'e acnal or a-eared Lista frorn th o Item DatarJ page, ■ M or from your oearch r�aeurts list Uage payrnerlt moth ods and Viewpreviously Purphased Products shlppirg eddrassos ( uickly add Jtems to your cart or List .by snterin g Gra nger Itern mim.; rs and 'accb nt Stream a chsCk Iu l daf%a s wltrl qunnfKf9B via trig Vulk Order lead ace°unt ano user level defaults •Cuatom¢e checkout requiremr~nts * Repurchase your Inughtory with AtLbO-f#eordgr with order and Item leve I fl(ilds ■View pending;wders and order h Istory ■ Use the Qrarnger Mobile App to qulckfyacan boroodesor Item mirril)pr9 `VIL''ff and douirload Inuoioe hrstc y directly Into your cart ( Q2U15IQV�.fgrr.tlgw,IqC, 7G= Mh!S'Asr} Page 507 of 909 GETTING STARTED f Wal,T%M f� SIGN IN GETTING STARTED CONTACT i +Open�rour prof ved browser ar d Enjoy thane features and m oro: i� type wWw.grainger.00m In the .Click My Account and eolt your chAok- address bal.GllCk 81C3N IN from the out defaults for a quicic and offlclent Grainger too-r+gnt menu bar, checkout process an araingw.com%and +entor you-LISGr ID and Passwwd and our Mobile Asap- I i click SIGN IN.Glick F0-our Uzf- tD Craate personal and shared ehcpping or p�sswroLd_'If you need neslstanoe. Ilst of items for quick acoeas during your shopping experleqoe. If you don't know your login infor'na-lon or noed asslstarm-9,plj�asa corntart Customer •SWOP easily using the r.sor-friendly Care at I-964-GpAINGERWd referamo tools to find produata quickly R"ld easily, l your account number, VAEw and compare product features, speclflcatlons,MG DS and real,im6 product avall-"tlllty, i MY ACCOUNT .0RDV afrort1es.sry using the tools that i-800- IR I GER ■f1ccountAdministrationand meet your needs- (472-4643) Gusbcmlzation optlona •fwlanaga Users,Spend& *MANAGE your account of c.Fs-j.tfy using Approval Llrnike user default assignments and anproval l H`iew O [Mo Fiell� processa€with the Order MonagemEnt •Contact Information #gm, +4.og'n Options *Payrn9n'.Methode •Crento a I)ookmark'.n your browur`or ! � wWvLgoir-Lg@rxoI Shlpping Address69 Chi ug ■Checkout Defaults •Dawn load the Grainger Mobile App. •Viaik www.arAin€�c#r. �rPifor additional#ralning uoplas,vldeo5, ! Grp€l us frequently asked questlons and the oomp'ete{wide to Graiugercom, ' 'and Ips a m�ssa�r i A ` + Connect with us > °� ■Reorder using barooda and Item slumber scanf'cf y�; "" " •Find.products vii WL I volae search i 9 Gat help using cllck-to-(:hat •Match produais to specific Incatlons }44��rtis+kPie,YoarxifA naerert _qgrxsorp#:Fre,nxrK'armrea i Al rte USS.a)j 021;er P'un91d58.�7Q SY_Ye'E&96rr.4.�rtlerk 4.F+1#:i,18,Yl� ClDc,nk!PiOY ATA:r,im Wk bf 6cr-916 fid �f2r1151"L1'l.c;rolagor,Ii+G, 1trECCft{S -+13� � � r • Page 508 of 909 GRAOPTIMIZE YOUR WORKFLOW lt✓f _ Order Management System The Oraingpr.com Order Management System (GYMS)allows you to optimize your wod kRow for a M inti-user env Ironmen#requiring approve) praeesses, Control spend by user ■ Stmarrlline the requisition and approval process ■ Reduae rnaverrck spend'Ing r Access detalled order'Infarmatlon ■ Drive compliance Im View actions on each order h Innprove processing time ■ Jntegrated with Grainger Mobile App T1 ie Order Man agoment System is flexible, simple to sot up and it's FREEI Get startod todayJ I BudgetNEW j Sot Limits& AM ■ estfiction MY ACCOUNT > ACCOUNT ADMINISTRATION I ,add Soend Urnits�w Enabie Order Management with 6re SS Setup or aCCOSs YOLrr sr nd I-Imi� Spending llwlod existing Order Management Dashboard to customize andi �aarr ooF,.N._ Seiam V manage a ist'Ing users, mmmm Ordore for intim than QIP I l l Define Spend Limits $,Approval Llmi i this ninnurltvalnqulrc appl(A,fil, rdonth GIick Lir s to define Spend Limits and Approval Limits. Quaver I � User spend limits ma be set per ordsr,month.quafteror year, These defined user limitations will be available in Step 3 to assign to 5P@G& used or by userer-role, Standard Users have limited functional'lty rights. Admin Usors have full functionaJity rights Add Appmvq!Limitss with access to the Account Administration, �l Appimal Limit10 J Assign Limits E tlry�L11.QOlL Y- �i As s ig r i Spend Limits an d A pprove r L irnAs to sr ec;lfir sers or piers for rivro than tiiis amnuni ViN regrl Ito 4iddldarl$I € by user- le- appruvsl, .......... ........ ......._.. - . ..-.._... .. ......... I r WTGA MilneItarm GkdsrcEM of c-_lofyjn� 7 � 1Ayour rHi DkC�o.IL 31,00pA71}bTar*F OCCOL nt CusbxM cal3°og Cs ITA proxt riliY CxI4' „� I L......�- YT.:mi SIM,k 1]Er9Y.1;541L y�'ti I`'414f�1:off ll�;'t'IY 'bVr}GII'+lk`.VY 1rG r�F10�14at:Gi1}6r�)S1GCI r U4 eon 9Rb r�'114 g1ry1 a c••�S BA Orrdfi�4'•6l19 fk orra491,@>ox#II„�.ar Ad"i,.'Al 48 L'; f'+� Time l=useraAk eTo slF9kbeaffi'1�a�F4 S�axuFO Uee�s ui I be,siss��TTctl J s celled.lkys chx LEienh�u#9lkrwhx.EBauv }' $ :Je4om Ilrl:k5ldlld�jrdbJr.IJglelck xlll�L I y,{;�Fd sr4:rysl'na9 klroea h. ch'lornrtaa Vu'r xru 21f mwl,6o-I"ralr di rcl+'lirr9o. 'Se. $7pplM2fj tL3EAI fI.IrAITC9Tilf r 1'j KAK.W.H11 USED` rAIITF.b PSFSy { AWAlrIS rFULI.'�IC„! % ADVEs(FULL RIGNTS} i o n sr.:r4JaN Ia --' .. i:aa4.Kf'PXF ;r II,7?,' ny r.!- ., �0.i'ab6.'!,�aY'p` R,air I `41=;L01i ..-.. �1'iloa k.l - L:Pi t#I �"F 1_-] lkrr.pmm :hiSaieaC v' TEE 11 ITEM+1*R4 AL$ 11FfA APPPOVAL a f1 �-0Ide�J[a'Ipruyll�aa v-I=:�iC{��iYli j 7 :SJI prQdrs ccaLUry��Kc:n:rr.l�de afxngr ' a au r!"Tina!N.wprc`.r' V � to Kee pStock orders are not affected by DMS Order Spend limits. �� KeepSteok Approvers. may be assigned Approval Limits by order, not by budget, k , r . . OPTIMIZE YOUR WORKFLOW , Order Management System Orders subrnitted via Garainger,com or the Grainger Mobile App that exceed spend 1lmIts will be routed for approval prior to processing, The Approver will Facehm an email notificatlon and/or mobile notiflcatlen that an order requires approval, The order submitter will receive an email conf;lrmation once the order is approved far processing. - - ...._..... ...... ......... ..._... . ...... ...._..-. .. ....-... -... . _._-. .... ' ■� YoY.h G'6ar'An l98'Jbn'il dWT RprilU+al. 3F f:,3ori:Ilic-saldl,vPorrrawrgrnu:'li. I i i I Spend on I llr,lt 8f�2B.62 of sgrjw prr mends t-.-- '.--....... ........ .......... ........... ..... -- .._-...- ........ _.... --------- Approve(s -.--.-..Approvers may access Qrdgs Pe in A rov1 from the Grainger.wm menu bar, ithe My Account menu,or the Account Dashboard. Approvers may also access the Grainger Mobile App>Account a Pending Orders. WAareinl Ordrr ikik:ry Wit Pave,.MRv4 GrNuii llrm Oudo. 4e*fl xwCiOlw it ke r& lom 9- .- i,LLPI4401ktT3u ellU!!rlpT�x;nd,hm',mnlClOry,a,�illY,p'tli.-p-limlff�C: Pending Orders NEEPSTac1[aRgM 61�cx;efscur�elriry suh171Eted#aEv�ryone*� �rD?ly'�Ijr!rS arml, r,.46f r-m,,LL:jui rirtoto �:iel rl SCC F:.15r:J�r JUI 272M 122.6prin MT 'drfr@1331. mon I M Tool,Mike duueR,Jeff I 33 $%766.17 WIE4. Yk.Gr8drigeurilar L Click VIEW to view the order Iteader and detail lnformatlon,the ronson for the pending order,as well as an action summary on the order management workflow, ACTIONS 014 THIS ORg1cR — — — — — — -- — — — — — S?uomi!f4d .- 0*0`.1¢To7• -- Jnnes,Jeff -I 97l17t0i$ I ANYTIME, Download the Grainger Mvhlle App to supplement I-BOO- AI NGE . AN1fWHERl. your order management needs while on-fhe.go. 1-600-472-4643 � L[IM ?riving Efficiency in PrOcure-to-Pay {P2P) with 3 .'ti. J5' x4 i+,is. 77 Standard Offerl 9S .■ ^r: xk. k{. r�. o*y k.s i.1•. s` T. if.s \ `1 a#1 +Yip _ ./Y. - } {:: ,".. }' 2: Ji' �Jfi s '+„ �} I • t u` e�i .t> ,YFfrea}t11"~`-.- rJ` r�clli' .a - t� .ail�t I :F: � `rn - tjl�:� --:with r dt< _ .3 %7-1 r. Ifs I i t 1 ^ }' - : M1 �F y{ ePr • ]7 Automate Orcier a',c Peymcrt Process 8VC- ime indirct pricing an vrahie Added Network(YANG SeleCi ng products a EDI "'arimctbrs"850,F:.55, Ll113,9�,7 { t k rainga USES Ster'in Lamm rc=i Punch-out Catalog f oying Se lect IN The '1'Jh'S n In Ler is thr r�•Pfel:ad :Made . . `rrr t.:,viler#i81 'or r3Gn 'unrll" u •XM 15irddUrec T �r15dCt OMI x Order XCH a EC-1 ray acti rs MIlizes Grainger's wr}b basad catalog and pravidos the following: P!Direct Conned a CnFanez�con ter.#and ER "FLI or {Mt-T an43ctio r_ ° PTT PS a:'SFTF witl' PG.=enrlypt'on sUhu5t Sd3rch v;itai.�e Pea l-t'n%o Pr'-.Ino d-id{..y@ilaL-)I Itf ;. .:: '�;: ''J;, `{•.{:' �.;hurec Llys • �. mIntoq-ate Ke¢p5t e.c MW 'w• Re ul ;'��:',`,•=:`' .°:,�% q red MW Inf'armatipn Optimize operational eff;ciency C:1 -,,2.0 or c NL Purchase Oeder AcrenowletlgemeM +C'Dr-Trate F'horLr NumbL;- F00 F,rripals .1j.1 1)i70rf;ldiS *Sir). 4vCoun'31' nu t;136 acc�r 7t • EDI 850 • E".`,4a°' ■ • - M , o FJnc�-out Ic atic:r -noes fnr 4 XM'_;C.-K 1' x+vE31; .Cxr';s_ m:Jtl-a �41:t +Flat.-ile c EDI a5.: • Deli ii't'c 4 xCBl_?04 Hosted Files Dan dep'oyoc'.rr:Tnill the 'ecllifC.j�rforrmitior, JrWQk4 CUSZOMON p"OCLirS n8nt St+s[piYs • Nr]nur.,t'mr&PO Care f-.iie Forma*a _�Kp-to:.ddr=,s: •ELI w10 ■2ulle'•wen n;rfo t cx qi1. eprocurewwra Implementation Pr'acass plow Line iter.de,gil D;scover � Irn lemerWticn - Validation -Initia. � Adoption. Requirements ies'ioglConne�tivity Production post Gin-dive Ma ppi ng�Te sting Support hone era Borsie of Grair1ger'8 s!rpportOd SRP 3r SugpJY•ChPJn/PracurasNent N$twrprj' Cc)MPlL)te list 0Vai12ble Upxi recuo�7i) COU A�,, - {Quest. CAHIX, P L ` age o 09 l; -to-Pay SP P) with r WER ri i Efficiencyin procure ePrure ent Technology ► r1r1Ik ; .....".. ..." ".... f r You've made the decision to integrate your MRO spend with ,rain er's eProcurernertit Solution Now what's Werk? .tivtrflt.Y I ��7 F`.E�:,Ear7fV1 I lir f' :ThM115',irFciffp i for}_MIS#hr3 t r7 ` ' - "f�. 'our. rei-rie�rf�.�eral���O�iH..�. 1C�raon'ger }?�. ?' ..'. ' :'un[�C$itdn. Y. J. oto Isi{liii�in latstYi,.;'.' Into tna Cxr�lp, er'm"Reque�f'. �Prr..`.Y: ].ca�iL .eF.a€�dii19R 1'So;hnl �.' QQ, er irii#ill iri crf fon 'vJEth'.' an Ji v�jtlll!l` fir., ] r : •-' b'slrle55_anC�to hriit f r ritaCLs'a '-i- . the S "I:r']rF] dein � Here 5s a list of the standard project types we currently support. Shopping: Ordering: Invoicing: ' g� * Purchase Order Integration - Electronic Invoice * Punchout ztaiogs a Electronic Payment— EFT/ACI-Iv o Hostod Catalogs e InLegrated KeepStack • Integrated Sourcing Quotes 3f'--tii'ir p-o_'eCLimay Include ,ar1;:ormce iL, solution �Req�+ired.ask I] F 3�}:]k'e li��i�vr types ona th�.s'n'lll help JII ceterrr'in.. tFr-amokilit u.'time.a'I'J resmriC3 _..—........ 'PgLJ:I E}d to coir rle-e.t17c plrjec L. Punchout Catalog ---'---" --n...i�c o -.c i I C3rai�yc'Provld � " r h I#URL�Gre d t a s .. .. .. .,..;. ,. '.�.� :r... ... iox1 CL3.orcar Submits Tey#Orders to Grair.gcl ,,. ... , �. puff a�r�Fr hi � n_. .-Q� r�diri�at7'�h;�.:L�'�5ps,°f'�?r�]1ea;t r� Gteti;.':'�°.•,-�', : -' '�:'�.fc71r]ger.YlJ�If.FlCflw-h"'"WIC�2,`,�ar''Ji?�'-1Y.w>'F7.....-.•. __ �OjsLorner u ri ,,Lo cztirn L.SL ' —..... ._—." . .. .... -�:...,"....:". ,.....,.n,'.s uas Ion e . . EIn4LrirItlC Ur�'olCB Cu.°totr7or Conrple,es Ir.�tia.Ue t na.' L Into grated KeepStock .kCusl.omar Cornp.etrds Tes,Scans Hosted C nalag — Grai',gcr Seller SLibrrItE Contant Peouests s oa 4r- l _ jel lcstin ,. r7J''dI' 9 l�. •'a 'rn�" i•� M1'drlS�}�ji-. '�ic� "3 . a "fiyirlc?3 ok r19 _ i(I r*iv8'tsi;' iodl1C ri.: t ' , uir .' idicio of:test tib`.'' %' 77k. P sbr iCiPrr]iYl?q Oh` Id{Yf- �: �.zra6lF''ir'S�iin SoitanL,tha �.�. ?,,+-_°-� � ?�, .�. :tca:rr;oVin •`Life >': �M1Z� • �;}.� r� :t]YiC M1 .' -`p[io :7r 2 .[irFs}� f. off].]- :i e ER , letu[l.in a t1 m of+r,?anj1 - e" lll'rav i`tYi- Ci.O�'dc:L' s .z rfiLla1 Iria, BY: o' f1MVi 'y' .h"iron 6.I�:.YriirC='=•,; ..fi-. ;'rad%'�' �`grl5i� •y'rr�,'afC'3C v....r..," Me. ,cri_ef5u �'G"dlr":.AF' $T. .Y' ,�< s, �s s' 'n�a'Cykry 0§9 is nfs�to� 9_ _ 'n "-�k. ', � f:`�� nes Y 7`:that' II're "uesf5 f4c o f1;1 ;' t #.~ r�i�tl �diri �ou q � �in:k]ui�_ 9 h } ? c' - kre=ov Ir s I �aff�J�31' U� � ":�:. :liis V 1 c�5j U yZ. z f� Irs�ful`:te}ti� L,Y�: Y . s end' I In rY i�3. le I oL "I Glossary cf Terms: A52"AseC41-ernelncd-cr -fa f1=rQ'ril-IBele{rQflic.6L�L,n-.FntSover ihcrrieL EDI 310- =C1formatf:rz.rI'iv'ni'-c }{M7 ;ervri a I1, LI',15 re=ar=,a a-Iy dre..�}ICn that ut 1`7,as [C rlpliu7#:n¢siC:l, E171 855 F I fc�n at fc�r o Pu Fuse ClSrdc�l rkna4x'Iedge,ry It t,g..l.ad s#ruFturC the=In7ke5 it k ot�i r,t rr,on and Irad,lnc :eacL'lo cXML-The r7c�_-W'dely-Llsed,Xlv1L'aasEd Lusiness d,5::ull'e:lt standa-d it Lhe DUMS NIS Ibord-#�k do}1':_venilLle3hnr JCi f;XM_,lFrdl_tfher 9lecL-c;,1V,! O.. U5 xCOL-A-i XML_ba4FJ bisi,,essdcc.,nrclr s-r.6arc:cm)inlnon'}used u7 Curop¢ bunch_ dcCatlpl,g_or Ats, upon Catalog Interface(OC 1)- �tarldo'd f-.:Matusad in sor7�sy5tF-1Is.P-lost munch Out Catalog P x•icov 8 .:ess#c'.'eb Lasa atalficsk':a a lirkwi# 5.-- �I"dre e-'aCxira�'S1ef1#Sy_:vfns n[ta a'y S,AP, for nur.'ai-c-A Eho1pino. Page 512 of 909 . ..SERVI.C:ES ' tih.� ��[Iti�4_tr�..-� �}�� ���� 5'.�_i ���1 ��i_i � _ � � � � � ��•lf.,.M1- :L'.:-���,=3':-��'.'� .:y't��' _ -r- z�. .F.l. Ls.. r �.* -� '�.. ~�; �]._:'<,'.= �•° ,�' � ..�f .� .� I moi' YYY1 ry F w'f�RP }�' � .:.f��.._�.. .�f:f 666 ��°�M1 �' ��'r .,�':.�'.�'`.r � ' l�'':: —+G';l.'.•,` }l:k' ' � ��!� x' ��' �'': .�*� i;,x•� �aiC'�"n{�.'S� ^�.,F'F�r: .5�.':j _ AFE 'TY E WE A.- iG Y. FACILITY . . � . F • • ' •r MFI-raf Oros wro�'aerJr noxa;' III�F' SAFETY SERVICES I TRAININQ We offer a wlda range of EHStraining coursas your empi reel n ood to help thein efFoctivel.Y parfarr n their job safely.Training offerings are available through an online experionre or through an on-site I1)structor, ASSESSMENTS A Aerial Lrf# A Lcckoutgggou. Specific areas are assessed across the worksl#e In order ■confined Space ■tachlne Quard':ng to identify potential hazards or high-risk areas that may r Fire ExtIngul€her ■NFPA 70E � require further actions ba taken to remedy, M First Nd/CpRiACD 0F3esplratar AEfJ Irlspactlon ■Firastop; Barr ,ar,damper ■Forklift ■Arc Flash/Electrical Safety &Door #I ■Confine Space A roetwear W Emergency Eye~Nash ■ Lackoutlragout N Rm Extingulshae ■ Machine Quard-rg ■Noise Survey r COMPLIANCE&TESTING k- yJ tion ar<dl cr to 0 9dentlflca .. is are conducted f r Audits ❑rtes monitor ha7ardow3 work areas so#Ila# controls and safe work practices can be implemen#ed- �_' ■IndogY Air QualKy ■ Pulmonary Fur,ctlon Testing ■Nalse Sury%-s ■SamplIng PROGRAM &PROCEDURE DEVELOPMENT •:`; Effective programs and procedures help ensure compliance arid create a safe%vorkplao—,for your employ s. These programs ora developed so that your business -: operations can he conducted safely,and are provided - r through onllno ternpiatm or Crlstom on-site d welopment. t,+sm Fla;hftlectrical Safety r 1-cckoW-1-2gou. C ON SULTING&TURNKEY SOLUT10NS ■Confirrtyd space N Machlne amrd:n2 We offer solutions fol' unique projects in EHS areas that ■Envlronrnenial Salety Hazards G Medic:r,l^Inst Aid require design and engineered ao141#ions, Installation, or 0 Foote oma -3eneflt Manegsmar># may require additional areas of expertlse. > Graing or h9s 1noXe safes services av011abfu fo ■Aro FlashlEleoWlcal Safety ■ Machine 0 u arding lie;pgO;ygyouirn& ds. Pfeaseccntoctyour ■-octr;ear14eneM Managemord ■ PrNscrlptlon Eyovrsar Grainger Rep for more lrrformatiari. A Lnckoutel'agaut {.,u0al"Ci1k.'C'Sh:X91-F'5,4.i'YO'3fiM�4`<Ltii�1�}'rY1:64Y�3s�. r�ri65��L�'Jri!��A'S3l'4f�CCF.sh'v:;6905.d U.,S:rr..440'{wL'i}'oxN;h`n?r.rm lXi6'i}A=. 'Ji.i.Pg%AST.*fe :arieEr{ircofy-;.In11;Sjx3k'-Uy.. _ OA41GRA IN GERSEF?VICES FOR WE ONES WHO 1 DONE Ri MIJDSTREAM UTILITY REOATE INCEN 1 IVES � ':;t;. I ;:- • sf��:�+}. Grain oroan help you p y meet your energy Muction goals i x•s ,..+..t:: ��:.:.::, . by offering disr;ounteden+�rgy-efficient products tr�ratrgh I „r ..>. }' °,s-'. tulidstre�mUtlll In 'k .: t}r centive programs in varlets ar'ens ' across the U- . ■ If eligibla.Grainger delivers rebutes on approved enerM er Helen,prod ucn RETROFITS& UPQRAMS !Once enrolled,the prcewe is ar.tamatio with the purchase of Working closely Vrith you,our service allglble anergy-efficleryt products panergy- Can N Rebate is oredltep to your Grainger-nowunt Identify and facilitate the In�tallatlan of anergy-and , water-saving maasures to help benefit your bottom line with minimal dlaruption to your business, !Lighting RetroflWUpgrades A Motor&Drlva Upgrade's ■ WAG Maintenan,e ■Alater Conservatlon Upgrades Upgrad” .' $YSTE IVI STUDIES � A-, n I .:..s;., Y Issue withJn a system ran reduce its efficiency, Wasting energy.Adjustments will be made to your air supply and dust collection aystems to help immodi ateJy reduce oparatlonal costs.An air or duet eyste.m audit j ' ; ;: .: may be rerjuired, especlalfy if they have not hQ&n w: ermined recently. ' !0Q-n pressed Alr D/st,@m In bust Col lection E3t-stem StudiosJUpgra�'e's Studioa;Upgrades jlPyf� :.CIS.XY ` ASSESSMENTS `n Any issue within R systorn can reduce its efflclency, INSTALLATION wasting stea.rn and eJectricity. Services to address these electric vehlole charging statlons at your faoilIty can issueB Include stQam leak idarrtlflcation and mitigation, help advanoe your sustaNablIRy goals vehlle improving dofeotive steam trap repl&r,oment and u109radoe, Infrared Vour corporate image. It can also help save your studies and insulation upgrades,Adjustments will be customers am Io made to your steam system to help lmmEdlartel reduce ° r yeas and business partners thousands y of dollars.We can offer site etiraluatlon, product operational costs, recommendations and installation. !8 Gam Systfirnr'Trap AssessrnAnWupgr$des R Electrlc Veh Ids Cnarg;ng Station Instagarion i + )-FAPfVjlvF�)?Yl�-ATGRAlAfQERCOMIGRAI)VaEp$ERFlCES # I� I: I' SERVICES I FACILITY I iv`KA V. '3 Q,? '['t "': ELECTRICAL SERVICES Eloc:tril,al system study is offered to determine the pres- ROOFING Sr-IfIVICES int dagree of arc flaEdl hazards and apply,ssociated Roofing and building maintenance solutions designed to equip)-hent to xdirirg. Includes maintenance of electrical help prolong structural life,easily trrr3ck and manage roof distribution k;ystern compononts and mitigation t�olutlorB assets,save energy and impru &safety. aimed to lower arc flash oneq4y or exposure" A Patch&nepalr Svv'ces ■Inspection Servlcea ■Engineering Son'�ces ■Medlurn VoKag6ll-ow ■Roofing Raeroretion r PreVen atrwe f' nintenanco M Maintenonc!3&Tes'tlr,g Voltage Servlces r r Rooftop Safety Contracts ■lnsta.'.lat'.Dn Turnkey ■EMaclancy Servlces A Roof CleRning 0 Alr carrier e rudtts Gapahllitlea) Dlsaator Recovery OSI- .. ir4f _xs .. '00 gT#: v {is_ 11th TECHNICIAN SKILLTRAININfa SERVICES Participants receive hands�n safety and industrial BkRls dev�opmont that they can apply on the job Immedlatcly, A comp R COATING SERVICES Training can be scheduled on-sl to at customer locatlons OF A orltiprehr'nstve portfolio of irtstallatlon salutlons fnr �-alta at scho[�uled locations acrnss the t1. . preparing' prlming, coating and protea#Ing Interior surfaces,Complete installation servtoosfor various ■C,ornplianco ■HVAC K HVACMec�nnlcal paints and coatings. ■E-E(Aical f vill.'!I:.I} .ri.'rIL*'i,3.1'F7ft4';,4.ih2r5kl;.ily 8i^Eiu'SIy Gf 1�FG"ll':OJ!�Fr:G"n'ES.SaR.klYi]Ya4'. P',frl}SfIY[1[L.4'I_' .1,'-,G4. iTL:}' $24�,k'4fr{Inf94$.�r}'s'r,f.+Y CSh'+ti::'i Ca'BiT6.'iYrI IIP OIY4'Yr:s'. � . Co . :. RAINGER-S FIE f SERVICES G raingWs network.of health and Welty sel,Vice Yowid eo } p ers is coniinkt' tp Arbyidrng.you withqu6II cost-effeC#ive'arr-site$nd online servlCes:. orlsis 'ing.af'Ei FilgFsly.trlifled hetwork 6f- ertlfiedIrldIpEFtrj$I tfygienistEF r. And'G.ertified f t r ProfessioT7als{ ,. s'vrell es bfh6r safe pro#QssienaJs,. r�inger pgsseses the expertise aril resources to provide ' train ing;,-'on-sit6 ted#i�g arkd aLIMrig', 4nd wi fb- ase'd tools.c'66igried.to aid In our.bucu .,;.. : Y p�Itiar�ai safety and healtrl programs on a'ri$#Ibnal scale. lu'dldmrhi�cello s.T B� y f'i•+' _ .f e .E, . ..r,' - ' ' �1IrkB1nic�O'�la?er nk,iIsr'34i Ac rx frr 'nw a ' 'GromGBn' d lStdhullBTraI"o' � [9eckllrra� S.I'lhiaaf.m�S.in.9 xk�ctLl.oa fn 8SneeAr eetlu tn� cucnm [a�axF�h�Li .. .•r :: _ Eleclrknl Fur ''1.qu6G an PrecGcalg Ila'..`I'. - 'I''veA%drm sHeRUn2+'�ilea:' TFBInI' kP kx#'cnM1+ Sa + BIfaIIn7` IImingluB Dclarruipu5�'fwklic _ti-fll ALro1B sIR 1ewiErl � ,S}�Igmd.lxhlarad�u�l�¢' la slinl5•.,,,. r.� :' .. -. . .- - ..�. -. ky. .. 4� A.. +!9• . , Fro&rrlerlligmidanRnePalla 'lli�cgi'fiY QIi;�Ii!6'.+�aP�;ir�pils:'.;,'.�;�� ,=r �;:;,�,.;.'•, rlcclrJcel��C'T La�e�l&II rrelnlnQ' .. 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'k'-Zl;Pxl 8e Page 518 of 909 INVENTORY MAN E I E NT - YOUR WAY + I } �i _ Y I ; t ' f i i 'y�5.y, < r� +5't':'_•fir. :;.:::C+.� �k.. .� .S f --'s'� .':��;. .•�>_.1 MIA �;,�� f � e; #'''fir"'' 'z '�' ��'> yy�� s�. ,4��:� �[;,x:;•:;i_�.�},;1 t�r,�. tsk5�L�2'. x4{ '.L.. i"w"r'r' ?if l .k :: ::'.10-' 't ,Ss,4 t iM1 �.'�?s' �t{,•.,�� ''75 5�"f. � c 'kVT"_+x . � d s';#`- � �� �y� .'•'l� ��' •�` '%lo�'�.:Y;k:,xljc5� �. c4�'!�41�T.��2� y,:.a� �a' ''f'��.�'t��w n,�"`�. ,t �i' `� ��.� .t{{ <.tr 7 r ��S1D� � ,X' 5.�,t .j. �y,i.�!'. fk{,, �€�'� i �A '.` �:'.:'�. r''7,.,,.•;''x 4,..r.. 'V{.+v.5!,.i,��55,,4; �xt��R+.�.4�.. �i-t� -I..�'4''.'.��y" kY,1,�2� ".3',��jR••F��.{Y.a:i':.;.Y'�k= 1 5:Jt514',J,�'.(��� '�Sk,µ -� Y.�# Stii4.t,'.,' .l{'.� 3',iM1 :,1.}'" .;i� fi• K',s--' Y.� �5.'� i ;r.. '' ��� 3 ,. } �,•s.'k:,. r II�� .A...�:' :.0-. j�P. =:�r$1���::.� }...p..,!{'y�,' 'i ,•�i, ti� �[�fis�,'a�. :,r,�x' �� ;�� �'h�3��i1 n .�;.r. ti'�- ';�1� .. r,-7,'l"G ''''' �"�:�`'''.. CONTACT YOUR GRAINGE R REP OR • • MIT i.:.. INVENTORY WHY MANAGEMENT �5x YVby worry about Inventoly? Your day-to-day mane emiant of Wlding operations Is challenging 9 .� enough. Now add on the respunsibil It ies of purchasing, managing and controlling your Inventory needs. Supporting all aspects of your maintenance activlt1es isnI a big Jab, it's a huge Job. I Inventory management is the process of keeping track of items and maintaining the balance of supply and demand. You want to avoid having excess stock but also can't risk not having enough to meet immediata needs. Ideal inventory management moans having the right products,to fee right place,at the right time—all with minimal effort and expense. Not having anpproperly SAVE _ managed Irn+ooheititvr}r can result In significant and unnsoessarycost9, .It7.F,= tflC,t.F}'-�Sp4',P, including cash spent on {F items,employee labor e and storage space, • ±.hkan�'i�rsrnkry 3:IUrx. WHAT k HOW YOU NEED IT, ru GET STARTED # aF +Y.F CONTA C T y0LIRF OR MARKET NEED ' �'- �,,{n"r '. }.-.- }:'~Ltr ,. dk' ,�'.k'^ 'y'Y i:';:' 'r�'�'.' M1 '•.x" �rl �h�r. � . ..#ki'. ��<`x}. Y •�',��>{.�`, �s_,,, �_�'� 'i' `.i,`;f'xi� -:��� 'I��{r'�r,�,"Iry�'�fl �..} GJ:- ,. i+. .- .'_'a .''��: �'r'.' ' :i3' �cx•,i",�.:'„ ''�,,.,` .fel".I �`_ f:d'3 }Yt }tx°r+t' :�:°�: I'ci 'i,.�' rx' �'T ?}tj t':S 'u':'. r'- ' '~'s=•`,`rsl- M ANAGEMENT' s fr.{yf3+y-Y�Ary:i As organizations continue to look for more ways to reduoe costs and operate more efficiently, maintenance,repair and operations (M NO) inventory hers come under scru#Iny. +r Leff;unchecked,poorly managed MAO Inventory creates an imbalance between product suPPlY and demand; which can quickly lead to excess expense, IF YOU STOOK TOO MUCH STOPTHE RImSOURCE DRAIN Overstooking certain items to make sure they're Organizations need to take a tvvo-pranged approacll .. always aviWlable can result in expensive carrying to optimize financial and stiff reaauross, costa,estlmated to be 78-25 6 per year of the j average on-hand vaJue maintained. DEPLOY MRO INVENTORY MANAGEMENT Align stacking Jowle based on the ahi!�racterlstics of IF YOU STOCK TOO LITTLE your MRO inventory mix. Ineffective inventory m2magement can cauae : stockouts, unorQanIzed tool cribs and Inaffident LEVERAGE A PROVEN SOLUTION (often mailval) ordarin g processes. �y eroding Opt-effectively enhance and almpiify functions from -•t�.-i•:lr productivity, these situatJons increase costs, tracking and monitoring to ordering and fulfillment... EXCESS INVENTORYON AVERAGE 'f 16% goes unused � � . 50% every year I in anneal carryrn g. ;" f6t11 I of' $rtlri :' reed t ,#he:$uYyYr'�Ji 0r. YY-4-' ■ /yyyii -L I+.�J.y rY + .'J� ,.'tf f, .VllII ,14 y k � I •i'. �r 4' L: +. �'x}., 4• J •*T�JYLY.r,+?y�� .r', i_ �� Fri}r '�Ca #._ 2 -tin "r�+ n.i _ 1_''.'.- �° ?'yyL. rf,. y;�{•�� ..yy..}-;}..1 k{� "1..: till•. .;'!':kJ I -J' ,I'."'3J. 3'.4 •' },:f' :.}r4 k [ '.. I'+,5, ,'?•�` Y. .-}. ..}k_ r . - � F '..� � -I� ��, `t:.-' '}• '�;x?�r`��:-;.r.X.�i''�W-' 3,� },.,.. t' � {I� 1—d"F'� 3ar.}��`��Il ld }1 Y. � �•�►'M1��{'/��'y,�y - vF�'J,'. �+il 'YS-,�,i':':�`' _�' S'- S:A.., '� l�.y RIO sl 6iAdd?II ,.a* C ,y�Y Sk! i4 P:'- F r =' F'.. :..rf. .7' }' y •+"r_ � �'q.)�� r ;t •.�:Fi '¢ �''t i'"<r -_'� :Ir„"f�f..l,�s..',.;>','t`'"i'�'.`i�>I� .f•,.,�.I�.,,•, "''.�+ �,ry i - .'S +"{'.Yra'.,ryl { _' ..'ia '�r'+r3:{} ''tf f{"... 11'x- (:%�:`-%y+}.:x°,•ir�'l.'.±f{ R'k'a}'�"i'}i „T,{: '�Y's'r It d' ,��{ruy ..�la�r �: ;. '' s d' 4ti' �' -,�Sai f s'�'.�;_.�:o��r�� kt;� :f'xa'yr'*,.>•�, �¢pk,t,f f? %A(%,er KEEPSTOCK ;alft)�0 L UHv1A wo I %J ' r WIN xf 7 INVENTORY MANAGEMENT IS NOT A "ONE SIZE FITS ALU' OLUTI N Thaft why Grainger offers o variety of options customized to work i'_•,y the waY you need it to. Gain j er Ke*5to-rk solutions help take oasts out of your operatlons by makln FCeepStock Ltiven ary it-easier to or arlize, track and order any size inv+�rLWu V.The portfolio provid8s ii par'iagC`rCiBl1: �USt&hdr-Managed Irweritory(CM, , raingE?r-Managed Inventory(GMI}and _ :GiAfnger Vending(GV) options to help you ach%va th--right lev61 of ay-# -USe solutLo�iS i ts`- ':c •'.' : anagement basonyour un b�sslrlss needs. #hat med will'heli yoU; � � -s: SO4UTIQN: �-.KNNL wHAT:Y6kl-k�l+1V 'if 8t&qfa'; .`lfou choose wiiai or besFf f your vperaticns. • r STREAMi'!�E eUflrrHA IN {]FiLJrR.FA,'r Rh..: `I EI _ ..M n.ag� it Yaursekf; A sm efphor app. rtid onlir7e repi rfir tcx}Is make ft reap 'r-•y v'`t' Iq' ': M B e 8 e" SI�65 ] art fr7l ['OrTI I t0 o-;ULNER ?4�3E1T HTE Oj .;,...,, d. .xa. r. . urc r7 ut.P ori • plcx nven ry rioe s :;,y . .. . ... -.:._ .*f�.iE�U :r'RS:}.L�.1f11`. ` ''='•=.'t... r•.:i'�','atn'r�r Veniirr 'sb1U [or1s;,2!1 controlled corl.suiiiptiop of 1{i���'�•*�'3� f,.L...'..��':'r�y :{'•moi y�'Al" 'rr' k <Srw••'k ll o t ±ether fo fdentiiiY i vert .cha�l ri es discuss where nc3 h f" ; ':'..�L',•'r: i'x `'' 's `, .'t: s'r F:r'r c0r.r. T. i$:used;.ans�.d v�lo" sOliltioiitfiatkiest.fit �u 'neecis.;You axe :}i;:;,><s�•r. •> r;k�r}_" th6 h[ .of€F i6ri o sia. .. ''.aufi.ln�eant 'rria a er] aals'xnrd� ::. . •': :_:.,'" :¢<u �. , g. .;� ISI? Y ry frl g _"-4 . I- �3r �'s y y�'JJyy�� -i5•:r - y� }, ��4 �' �. .'i�M1' -�i ri.���Uf'�I��' f.�r`3.M1 5ry �5, •�Yl:}Ttl4V '� �4 V11- ' ���• GET STARTED TODAYf ■ ` 4 CUSTOMER-MANAGED INVE14TORY (CMI) It's inventory your way and the good news Is, getting your inventory i under control doesn't have to be cornplicated, With help from Grainger, -you can set up a system trot's tailored to work for you. rF t:7L i THE POWER OF TECHNOLOGY INTHE PALM HAND' ..tom .ti Y; '! .:.y_..._}_ '.: - ;'a +...`,•�f j I ri:yyf4 _ THE SiTUATION Md.The iv1J app does mare than MORJE CON :':'< uat feel o CONTROL I 1 voij �.'�::: You want complete control of your 1 You replenish Items m HANDS—YOUR ou r J(ee st OUR .. imentoiy—an your terms,)4nur Y KeepStock installs#Ion, You schedule, and handlod by your can also search Grainger.cosiv ,yrs Your business employees.Yhu xrrantitfast, easy, and select products to add to your oftanging?Sirnpl�-add j#ejfie;to; gout$&,and xvlh reporting to Ord or—sil from on source. yoe;r invenwry.0Pogrgnir$dj�St hick it-up. You w reordq�polnts a6d .p. ant the povL er of tecl rlPJ.69y in the palm of your hared. Track. a can i,el set u your ch ai�g .�EerrY - app to help manage#h maverrrent delete/Gtraii t .f6, .� p%-!.A _.f6,THE 0 Graingur products ih�t a� ,:�..,- : .,'f}:," q.x:'• �� ; 'ANSWER Y f+, r�.at', r need to track through.yoursystem.' �e�dto.Weak'iitems:fFir�7ii�Hi�iaft� '';-.��� ,;���,v°:�: :Q08t h annvggdinventory,(CMl�� Allocate ro xj,' ob rode r '<r duct us 1 frA ;'. p age enc!#rabic' R _.cls *°y ,:• -?xel giviayo'bth6levelo fpnc # onaIl cafe us�r,.-cos# This p pari�e' o ':t� � ries Bt M tY to theAprRr center f?I? ild' I d. + ad ltiorial cos#. . orcustoiner,acc unt number, manve Elie Tro f mr nt of f�os ,.ry ;•.�.r'� . . . . Yaing. pfvduot�=fro ate-.Ad '< • rr.`''kS' ' .s....r.. f r ..zur. w 1�tP , +1� }R upd cf orl�an e'!te s-and- thrdu h"polis tf u�ers'to'�+our inVenfv. rf r m. n'-thd. o+ r7'p.r.. a ? htpanagipg' our Ml vlutior, L kis a ii or•" '.IP el ',+ith-j6ur:.'0j oid it y '. vn.your:neects.givesyouitir5ra brie-:.,Ji�tegrateyout.G+fa nt r]d'fhf -ordPf` r811f1} ,.,,: F_ ; may.. 6i�` '.1-¢inve,.t. c'�C$14.If�O++OLIf lJU8 nets.,". •S3' !C' �., +.,4Y� ti"..r4 r�7 '._ ,''z.a � .;s ' :; sed: p roials':1VgYablerril . e2`. f. .. V-` : ytrn` rair 'r y: x',=' 4Sf� "�f uQSsl� to {l,'i 'i lNki+{ `.f 7�' ,GV -P p"Y.. Pr4�l�aii'i o havf3°;' i %' r'Cf.i _�t 1 IFrJ'- {�J,,�+ '.is 'k ..1.y ;•I�'f -J'" �r }-* 5�: / ��. y- {'3•' -; ,. f,, P'A;{ .� r{1f[`l]i` 6aci;3:., ;.v. =_' r .; .: :ice-, ; , , is - 5. Irv. .�' '*. •}.: F �;�,k .y1 'y ail.i• r � `/. ;..;i.��1}�' :1 .:}` i'4'- '{':' d. `sh F ,;r ;t :i �,i .�i x. .f�.rF�., .'cacti-�1':.'i`K'•,` '.f'". = �<3w '.�'z=..w'f 5t'-, :.7`-; 'F ' -}';:"*'*l�Srn� �e:'C� _ - +�':1,r�� l��Y5`�iP• ;s� '�z„�.+ _:�i�x�i•�} _ k��{.*r~•�.. ,_a`- y�_. .x.- {f;:':r:�=�t':'�_ ,�-:' t,.�f'�r {��„ ?5��+§... a� �� i'���¢ L�{';#�k.'J:,'�iM'2��24•r.x,ll..' `'� ryi�.5r '°+�'::,- -z.�r•o-x "E.'�.•1'li.;:'krt � ..,�' Nz' `�:: •• t �'ja �•y�l} 5, f � � y - '. }"� `.'kX"�%'r"',•y Yr�r.As .. •i�'" aL�:,�� �r lxf. $ 'f Y'.i�' ,!�i' ��+'1' xt� XF.$ ,� ��.":�zr:.s-:d.•r t f�>�- ' 3.°{' �� q e'�io `+1�3cr ., Y .,�?"> }!„,�,yi`.;X��:;. -4 �'�r5� ,lYy��r CJ^iflL'_r Y'r.•k1�'hl' s�.. llRAINGER-MANAGED INVENTORY ( MI) time find and This solution helps you and your psoplc spend less � II ordering products, and more time on busiriess-critical tasks anti 1 E generating revenue. 41 i LPS ONSITE RESOURCE HE 4YOU MANAGE ALL r 5- 1 INGER INVENTORY x . ri THE ITl1 lT�DN (GIVI1)saluticri l is a lgN fit for your On a pre-deti?rminod schedule.' . '. :•'.. ,: r:._ organization. V4+Ith your inventory your dedicated rep will. You have a significant number of no w balanced and managed. ycu work at your#aci IiiW to pkat.: '` ,:'. "°';'' ',:" '=•r':-} items In a single storeroom,or laoe .'' ;;.:•:',:':{:.';::",;;,<{*?;- can focus on buslnvss-critical tasks Grainuer prc�lucfs away,.li :M1 maybe.ever)multiple storage areastl7a#have slgnl#Icant Impacts on replenishment ord�Ys,-help +itlj r, across your Facility,These Itemsinquiries, source hard-to flnc your bottom llne, ia�;. e'd&6,' are used in varying quantltles W items, and'heip Vth.stp varying times.You and your staff Your rep can also cross=refrer7OW iT WORKS e.':;''',-:' aft2n Rapei help finding and playing Grainger prodoots to ati Special order items in additlon to Your Grainger Rep works with you progrAM to.further-d6n�alid&te;''_:-_:•_..;_-::,�y:° ''�k ry :�+ your frequ5ntiy used products. and our KeepStock solutions team . ..simplIf}i acids And, au'm have supplies that to determine the products and }r may s o4l.need controlled access to, or levels needing to be managed.. e.cari.rr]anage.'yaurarii) e :.=;';;';-:':': I',..`'F ::' :�: 2 17 vaiiaf ii�#y to certain products as well as-setting approvals-fbr inventory.ily:you.F:s of donut have the' $17 staff to orders if required_ areftioiu�ej_cr':yr e a'lockaci sto a area-.- a royals,you have the vlsibillt�+;.'. Ibca�[ioristniv4i ftout.j?o� f c�fi��y'T�;:�if_�,,_ martin, . Pp dr.. F{assliaCt= e : : gfexi tir: x '.= { �� contirol and.insight to all Gkrai ng so,you on 9..'t have.t :torirV-.,; {I[{ tr eklrSF�or u�ra+ l7oriaed oar JL�r�+ifj}F'ir?.I t'sr17 '1t` . it; Y ' heeds;#h above aversto 11L f'} Tf]e.Ci[id�e.corliptax-youri :p Y.. Fes/ F� r r •6 �YY V a •'f. '1. %*.f. d;.'.'. s}.l _C{-f 1- •it '. �r :T 5: 1 - - 3 •31 €i i�•: �,`t}'' _�'/! 5 "Jr* art• };"�,x'}k'L���31:'}'"�' •F.i rr�:i,' M - :I`i�, If'rr':i.�.r`s: }kM1. - - STARTEO # s # M. xGRAIII1dGiER VEkD1NG (GV) The Ideal choice when you require controlled access to . inventory, as well as durable items that can be ' used a {:Y nd returned. oilI ilk PTION OF CONSUMI I FAST-MOVING 5 , 1 THE SITUATION or total dollar value span#, ivs Employees can soon their ID badge V .Yvu-need 2'417 ACCOBB to key a great way to control product or enter thelr employee code, consumption, too, Plus,you get use the touchscreen to select the ,' 'pra,ducts—when and where you `' Yo 9 datailed inventory reporting to help item, "$move the product from need theta, And, you're loofcln ou better rnan� +: . ta Inose prod�ctr4+lt}+through Y ge your budget. the machine and log out. It,o easy, rm roved efflclencies, hicludfng reliable, secure and controlieti. i ;.placing products at pnlnt_of_usa, HOW lT WORKS Items and quandfles removers are J E' ANSWE Grainger works v�fth you to ic�aniJ#Y srutomsticallt+ uPJoaded so you can 1 '. : items to be managed, and select rest sasy knowing replenishment , tirilesfarchIng, more the r� ht machine p � ti.':�'.,;•,:',.r':;.`'::._:.ri.•-- g {aJ to da the`ob, nrdars are rooessa'd acoUratel � orJcfng.. rth GrafngerVandrng� andJrr r$altr'me. No+n+you k�ovr '*:.;,'•' ;;; ,°.<,'°:' :�6kniohs;Our`machinas ,an e diaJiver and set up the filed you'JI have the m right products,in elp". W-rddu�q-00sfi b settm machines so they're re roe +to use Y the right quantltiea, at the rl ht ti J g as soo ' p g� ri tea s17ifG� ahs, n as they're lu ed fn" '� ?Z....F;z�{' Your GaraJnger laventzgry • , �L'.:; -:. 'x,` Managei•nent Specielfist will r9fili+ ' the inachlnes s neede � d#o meet your usage Pattarrfs, . '.- r, = `5• i�. ,XM1 - . ASF S IL f ,.�' "tel,� + ?yT ,�4 >M _k ,•Lry, , Li Ifs I CONSR ; RqJ ULTATIVE APPROACH A �;xiarlaptd 1 nL,�nkan;iolu�ous _},;. M1 WORKING TOGETHER EVERY STEP OF THE WAY ■ e will work vrlth you to unuerstand your inventory CUSTOMIZED FOR YOUR BUMESS management goals and challenges +Turn-key replenishment on your schedule - '-I ■ Based on our collaborative work,v%,e determine .Adjustable minimumlrnaximum reQrder points <i the best solution{or splutlons)to meet your specific.needs a Order control points to align with yaur . operational nei5ds } ■ V!e Will collect data for the products you want BENEFITS nTHE managed and cross-reference Items as Qeded, _-t,; ;:::;::".;;Y:•-` :.?>:i }- i<han load tbEr�i iFito our system •Deduce your�arueur��,tiG.rlt Poem. irrdirsct, A.We' then launch your KeepStock inventory program} ppY p urin that vie int rite with your systems arod .Kee our teem fovitsed ori the _ !f nployees dole ratf7er than IupkpdJQr.supplies _ litact with Qu arld yoi,r . Irrilae Ir)v0ntor :levels rlaoverstiji In --;_ .:;, '.`•;j4;>;n:;..::t_•,, t:.. , _5r ';1Ne will stay in�1cSse ca y pt Y. ;-{ ;_y:5 re our 0fin the.best. -of stockduts. t4 nl$�S6SU :-. 'r�vaiu �for+y�ur��ragrarr<�:.:.. _ yL ._tif.� ,�..�>=.�, .�' _ -air .t�•"?�= J =}4. ?ori f•' .t.s } _ yr.•i�. �,y 4 yt.. _.F* 'yY _..�.i.., il:'• k>r�- ;:�: ,k f,_.�:k-'�.:.>., s6�_,.,.� .5-�. ..�. t. ,i '? sr.? 5 { ,��� .y...a. ...i.'F.i3'ii -.+ .k :'i,.<; =.r. {Y. :i ,��� .}7"' ^t �� ,�'�p.S'• ;. .'mss._ 4. •��. M1'' .'•i;!:' ..r. 4�, =� 't 0'e 'rC�'=:=?rt.:`k:`. '�R'=•'''::'.-'::'.":c=�'�._L .� �i• •1 { {�:' ��'fi;,+,ry,+ ,..I�,'.. :ti , : S rtrt: 4'.+}'srF ,ci� i•_� itw�.�.it, x..� CONTACT • - F • OR yzitl --Y. -OUR KEEPSTOCK SOLUTIONS ... . SUPPORT TEA'M .' ;'eee:,": e ,., . ONGOING SUPPORT ervat customer care doesn't encs after your KeepStock soluti on Is Insta l led or implomented.You recelve rellable, Ongoing support for tha solution or solutions you have, : f Just Ilke always.There's no cost to you for support afterthe solution'--'no unexpected fees or hidden coats. Simply the Support you need far the inventory you have. Get Great Customer Core frorn Knowledgeable Grainger Reps Your Grainger Rep Mil help you through the process of managing your MRO inventory.They work with you to set up your Keapstcck aolution and provide continued support during and after the __ _ ;;`,•k.;'v. ` s: Installation, As your Inventor management nasds vvolva,tho}r help you add and change Item a. update program users, run reports. perform general program malntenance} and more, Dedicated Onsite Service ire resentetives With mare than 1000 Onsite Service Hopi senvclri�;: ' '°�, F-v Grainger-Managed Inventory(GMII)program. You get customized knowledgeable support far your program. Tfray make sure:Y�pur'.::;,,`, have the MRO supplies on your shelves, at the invsntory. levels you select, Plus}they check your Inventory level .onf�r� k ascheduIe you both set, help put away reorderEO protlucf and help you find the products you may not stock but need from time to time to keep your „n:;; ' i.. `:J .: _• pperation running, Helpfyl Iustomer Service %;w{ F • Pralding.6xcoptional customer service continues to be the hallmark of our busirsr�ss. r As alwys,you can count on aur Grainger custbrrier service- reps to help answer your .accaljnt and Invoice quer#ions} order { js cea returns, sv4rrce pra items and morel �';.J.g�'�'1tf4{}�:.'�?.'ti .. •�`�' :�c- :. Y..:�..,�r;.i_�' -},r s� 'r� ��zr' ,is x�.�.M1,. ;,y,.. .t •rrf; '��i-:. 'fir}R ,::�4.y'�i,Y:' .:j C�a', .1.i.}'.Y ;#}.'t�''"'y �•r,�#i, .x y_. t`:. ,•}>; .:{t'. KeepSto :k , 'E -J{`''' ,'Y}Vf ti'" titY '• r 'x� MOT191KV1 J3LVLMlury 8olu4aa r� �>'F�r S't :tt .�'. 5}yw,jk.s r�-:}.'t :}':f '.�" ?i5� �i.st�_"'•-} s i? Sr��M1Sy`4'.Y-- _:f M1.i�o-r i f.��4�...'.t�.f.z��.k •: , •. '� `r: �5J�.•+� x._'•�sk,4i.%rti • ,�"".:.F =v,}..:.�'s'}.i#._''.:' '} .•t' '.5jf':' 'rs -.p`.. '.^�S. 'J�•t..�xr�.�r.'� i} ..y}.*'}�{�.X Y.Y >,F: r.J+�.f is:.:'�'.s�.:',t:. ��'�S._. ...'.�•.i•,�C>' Page 52 � Y'�ii 1�y��'y� r+>'.{i.5�ll.t��i~':M1.':..__:•i�.k''rl}'t.:,�`,-};.+.'. ?.".r": ", '.,v" 3j '}'b�s•�'�R_.�£.}�_}'S�M1+� _,_'li y.l��.._'F':},+.. :s{i•:is''•'s �':j M1''`s��'� s �-M1'` �;- rr r t• iz'��iL %. �i.}� +..�7}�.'"' f,`.' �yy .:'rl= • .. -!};y¢: .r� t J ■ 5,...'I:v� tun '� ,n� .'I .I ii.: Y;{: .5 { r•:,,;•-'.'�',.7,....�,�:s}* •.Y,'' i rf} 'fi.t 'Yr ._C,'3rr "'r'`:•'F':'�'r.k-.-..tit`*�.1 *1. �";.o'�.'';i :s•.f; , !-'-'?�;;+:�,'. `!!y�.r,. .?„'-:Sx'�•,.;:�, .#�'..5, =>kz'.;t:s��'Y.�:.:;t S} - e ENT' .. GET ORGANIZED :.:'•+ , :F ' c' -Up tv 22'lo of Chia time, rnWnterianre employees leave:a.st a a m` � 1 4f. , • the proper material or quardlty.*Plus, If products are h1y6 1Qrri` 'd in.rFiulti 3 ,N'q,;� Ioaatlons, your employees are spending a lot of time puttinginyeo . . ;WE By co nsolidatIng orders to one supplier, you can More efF btivel your Inventory—helping your employew gat what they need;:h6:-f[,rsilri1 - E1 BT}'tlnle, ORDER FASTER • Poplenishing inventory may involve up to 30 steps.5 people, 5 hand and 1 approval.”Then there's the Issue of ordering more product than you';:'':;. nsed—60% of oft-hand MRO Inventory levels exceed a 1-year supply; ry# much time, money and space are you wasting? sx REDUCE EFFORT Ordering, findir3g,tracking an replenlshIn0 pmdi irts takes tlmp , , , ousts: :k money ,. . and takes up a Ivt of space. Ha vIng muiltlple suPPI lers iust compounds the canfuslon, so finding away to conaalldate and simplify-,d. # step of procuring and managing your inventory should be a priority.Thirik:.. :. about how much Basler your day wouId go if you could procure products frorii..:_:.':` I supplier. And, that 1 aupplIor could help you manage and.arganize your Inventory with the best Grainger Keep tock invan#ory m�jrnagement sol utlon.. for your needs, r<' WHAT . ..... .. .. . KOM G" YOU WHEN . YOU NEED I-T., Y= �:yY1{ '.v .. '+{!'�:,}_,�:.Err '• -' �}--r�T. x5' a c x _ } Yr YY �. .•rk=rr' ;3'-.. 22}},,.'�I i I AUTOMATE YOUR REORDERING PROCESS NAGE p�r �•'L ff ,�i5r. FAST6w.4R AND P0.0.mAS11mhRmR OPTIMIZE YOUR WORKFLOW FROM PROCUREMENT TO PAYMENT Work more efficiently and effectively every step of the way:`lake control of your Inventory spend and budget, improve your processing tunes, manage your inventory risk, and receive detailed Inventory Information to make decisions that help improve your'bottom Irne.Striaardine your entire procure-to-pay process by iMeg rating your KeepStock purchases with your Internal purchasing system:GraingercoW or your oProcuremant system" Grainger Order Management System Helps You: ■hvlaaago ono sign-In system for both your on II no and KeepStock Mame •Create up to 4 levels of order approvals 0 View your order history for all your Grainger orders •Set spend limits for multlpl4 users •Track the status of yo ur order *Change deliverer j nforination for standard shippino orders � •9i5t ardor app raval Controls +Reueive-order confirmations k II }}tier.':'{ :"' `M` .4,CAN �4r_a �.tl_+.' _+ .. . �:.� }•!' ,.earl f +�'"' ._tit, •'}�'? ;? f t �L f :i.'r��' ..#::f1�'.1 :�•�i',+,'.t;'.'+'kkf.'. _{ir 'M1fir' *;}`+ L. ''J";Q',` Yr,: .54. r- ":.M1M1_ _ •'' '.�-•s �s'.5�`r. a � 'M1 1 �}-V''M1'1 � ry ��-� '..�>��a u%�����}a'y�.�,i�.��}�k:�•r'#.',r ;..n�.'r;: i' ,. ."�}•'�#,�� �55�4}"f`-�:�`•,' 'alp �'. i. .T1},,7�'?'.^1 �*•'l rhr}�,�:J�t'9. '�+F':'+��'_.}...}Y_$. ';1'.`.:r55`..Ott�.. *, r Y}�I �; "'� '�.4'}x-{Y:'S. S.'k. •.S}�.��b.'�.�;.r�F L':v5tt i '1Y:J I. GRAZNGM. KNOW THE WHAT, WHERE AND HOW MUCH WITH YOUR INVENTORY ' P_rswai-{t�'� '��5"`•;.='i. f.-�:.'' C��, liy,'}`. �� Ffs �-;ir ;w�',';�;�,. ' Fw`•:{f,,'t�� f�.�'�'�:1-1 iz'a k,,r i5n x4'�s.'';� �;f.��. r�� , 9095 W""ATA I 'M" f ° r s , i .r rFy` E At";h I do" 10 NDETAILED REPORTING HELPS YOU KEEP YOUR INVENTORY IN CHECK KeepStock reporting provides detailed infoernation on the activity of the items being managed.Get usage n..» :7 77- �� T:•.. specifics Qnd track purchasing hlstory, quantities, and total Y. spend-Sort by transactlons, coet centers, employses and more. Get the Information you need sa you Gan bettor - monitor prod LHA consumption and receiving activities. KNOW THE VALUE OF THE PROGRAMTO YOUR OR13ANIZATIONVt You know the value of your efforts goes beyond the day-today activMes. KeepStock reporting can also help - f" you measure the total value of the installation•--'haw we are - - - Wping your bottom line, We can generate detailed reports for ycu; showing how you have helped tike costs out of managing your Inventory with your KeepStock Install by reducing epenses and waste, �'2r,'r M1'r���f — -� .+w-i.��,���t'��`��.4oi+v. 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That's why(;singer offers.a.va'riety of eepStock'solutin�,s—l��ct:use arae known that ren Oil aofrItian is rig lit for'every busirEes:;- Grainger Kee pStock solutions are designed to hefla you . control costs by: Streamlining prorp ses—saving you-time and money •Optimizing invrmtory. --saving YOU morel'and spaue *Improvirig efficiency ilj proCiUCilvlty—saving you time t +Reducing stookouts—saving you tinie and money r CONTACT Your Grainger Rep ' ALL 1-888-753-0019 ' CLICK grainger.comlkeepstock Lry. { x, .X' -tk r�i�5r'�y 1fF�`k �5 � � T � �� �:#�X3���.,yr�.�ia�.�,3:. •. * 'F .f :Y ' At'.�:;'(`';i_kr��: 5. } Tr iM1•: 5 'f.{Y1 .:ir4.�nEf.:a'�'�} �cfy.+�� • • � ■ 4 �,[,. S�t��:�.,.. s<61.;7;?�:dxt`-�''r$i� 1 L; r: tki: �{- ; 5ti�;s. .k--J�10 WSr �4 L r: A, Kf6— 1� 1Y. E .7, Is k U!gl V KeepStock, A Y-Unged Jr.�rr.-y SHIA�:ai 06 4. c -P 71 J.. Z wl. 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ADD EXPERTISE FanefItfrom Gralnger's MR0 P CRI=ATE ACCOEJNTABILITY Ensue material maha.gefre { + ' ' ---product knovuledge and inventory managarnerlt skills, tasks are complotcgd rrlth preclslon and of denay. ? ' I.NVENTORY SPECIALIST MATERIAL: MANAGE.VIENT'toreroom Support torergpm Operations : < ", 1�tor* Y €erris&-Plucesses k ram er stems k pfxesses :. .':.". R,0pl0h)shrrlo_rit++.Ispuanc�e . Re�7uisition Mara emae :.'. y :., ::. Data a Doll ction`+Ana y; ik Suy'+,°uou(cing: t I �Y. I�raGure :. . erkise InvIi#o O fimizatinri. I:f • +5't' .. t',}..,,:.,f'.•s....l(_'..'...: i.....i ... ..- ,.�.:'...:-...-'c, i\1i' ..!- .5' K.. ry 4N a� I - l 11' d r T RRi4L �X 4N$E' L�VERA/�f hJ T4p� NVES� WT:'•` `.t[�CR�A �� ., Fv r!?:1:� I � r:: yot f0[1F I�i� i7t�►y� work atl 15 o�}imiie Put t�yp;.f{]�''aL LLyu�1��Jyryli Q i kL `'ri �It k' t[,}y�y `� s$ :.}. _ 1 V• - - . 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'a r"- 4 , _ t ,: .ti,w'�l':'li p=;..i'S=:P. ..i,.{r)':;t>,:'.•<'fi`'s"•.%;tlr;'.r- ;.r:`r da �3`��`i�io "' ' �•' �5 ��y '�'��].1 .�'1,�}'C;�.�Y/ ,�!„.�'..-':- £ r3 n n� l�` x �:,'; � tf �"- �f ?-r f�;'3k�'_r , ''�'-i'� '�.?�,r� �:-,•;- - ,1i -contact1 Iry'•.'.:�t �!�t: .. .. 't..,,Ss�'�'ss Y 1,�.t+� C RAI N E 3kpstocka VENDING Ke4. Gv r` hnagedlrneir6nry F5n]tiL an ;.•;?-;.. ;- ;controlled access at your point-of-use Io ations. s;; hi- N::. f t j jF ON? W 13 rt:'��'� •_ .,..,P, .11dd''s�{"'snEcyi a'f..:ri f�'s•'Y.�{x'M1 + i�'s~� x^��•F.t�tti% .K'"''eP V 5 �`t'6'S�J}j �4 \r{'{.'.ilk;� ,�r�1!�`'t :� '�'"M1 .. �'•:ti'�h':���+'1�:#_��: '� "i � .w F:'O.`.7.,k�.�s�i..',Lt•='1{ .fs*'.' �� .�i'�'����<.�¢,�..-L5L+�� ' 1�.;f..'yy#��q�k7�fyyf+ax,���,3Cc p.•�;�,r �� __ z-�x'y -�`�`sii' ��� . � i,';ffL]�fy.5y ''•'��h'4+i' M1 k+t M1�'' .� '� .Yy�. ���i}�L�� o 1, . Go Intact Yo u r G rat Ing ar H ep, Cal 11-8 88-753-0019 GAO T� .F•_ r F J or graiinger.com/keepi5tock Tf GRAINGER KeepStock- GV - t1 L18MAr1 I 1 inx'[dI)lY 8al-.�'�an .r " Machines tiring visibility to usage by depailmen't, em p[oyee, o job--helping you tale costs out of OUr business. i I k i k i �FP5io•k WHAT1MPR0'kPE COST AiCLt11�GY'.:'��.'.�;:r,=::{'; ;+'� 417 availability of key b job,pie artme'nt, prod uc'ks at point-'af-use Y P rothordi3fined.param or where ne€�ded, R IIT FOR RELIABLE DATA:.+'.::,:Y". CONTROL ACCESS INTELLIGEN I=:w�ttr:'��GUt�ti�; reportin6'ar d trackirid::fo1'-b tivi �thout requiring a I YOU E stafFel.supply area. I forecastir� ariIrinijr:. is Ah REDUCE INVENTtlf: E ;1}D ':'` ` fi'hs' ',; !' INCREASE PRODllI1YIVi7Y through:€ontrailed-abtess;.`; by reducing the time it takes to t r . . . +,vallc#o the.supply room. resulting in raduped.lgs '{ { AC L[iITucOeMsAtQTcEkoOuRts ErrMd.Nb 16i.f--heliEM LDYEAC ACCOUNTABILITY prauat transactions. i , r ' •ki.1 M11GRAIN ES VENDING � M1. v 4 The ideal choice when you require controlled aocass to i consumable inventory, as well as durable items that can be used and returned, I 43 CONTROL. .z G 46 41 f u `.: THE iTi.etiTi i F� HOW i i wY iRri and in real time. Nora fro:, kno,rr =� Y f You need 2417 access tO key Grainger works urith you to identify ou'II have the right the el P ;{ the right quantities,.athe Cighf... products—when and where you items to be managed, and select time, need them.And,you're looking the right rnachine(s)to do the job. to Increase productivity through Your G rainger. Inventory We deliver and set up the filled w improved efficiencies, including Management Specialist xn+ill placing products at point-of-use, machines so they're reedy to use the machines as needed as soon as they're plugged in, your usage pattorr�h.. THE ANSWER Employees can scan#heir ID badge :' `" " s'`•'; fperid less time searching, mar's :',;: .' crer,terthe irampldyeecode, `r,S tirrre working with Carainger Vending use the touchscreen to select the fvi . . ( }solutions, Our maohines can item, remove the product#rorn helpyou reduce costs by setting y the machine and log nut..Ws easy, :Ilrnits err quantities,shifts,j } reliable, secure and controlled. or.#otal'daliar value spent_ Ifs .'td control pry ucf . ' . ntities removed re a Peat way d Items anti cfua � consu 'tion too. Plus pu et auto aticall U Ioaded so-.01A-Can- ,T;;f. detail6d:jnver' or reporting td help rq9t4as'y kno ing.re�lertishrrreht:: _ e onrbud et;: d accnratl ;:=.•,. Y.'¢ x you:l7etter.rT!anag orders are process VC +� .. 'y'� %y'_ �'?,.,ff _rt'x�J'_e. .6'• rye' ','I'x• YtiJr, r Dim`.'r GVGRAINGQyER VENDING CONVENIENCEN CONTROL i Ere+el7Ca7:Jo0 � f!A'C&htllap i «I V�Sw r I {yiornP109 prdty r1. KeepSto&0 Inventory Management You nood the right products, in the right place, at the riga time to keep your production producing and your open Ions operating. Because Grainger understands every Irivartory situation is unique, we offer a broad range of solutlor7�that can help meet ecific requirements for your business. THE RIGHT SOLLFTIoh1 fix,r. Effectively managing ir7ventory offers a prime opportunity to help take casts out of your business. You cheese what works best for your operations, > Manage ityourself: A srnarLp hone ap p and online re or[ing fools snake it a snag �b Dedicated Grainger resource: nsilo support for more corriplux inventory > Vending SOILEtionS: :'}}:4'=_z,` ?417 conlru]Qd consumption of sast-rrovlrig ;[erne ' GET CONTACT lour Grainger Rep : LI { raingenorh/ke stock Y" :¢..,.... TV,,::.F.,'::..{..,. g t :I ;�n'•; .Ch' � b �e-".�5-�. �'rF WY �YBvl pl;g,4?0.SifyC�Y']�'If�: wujj.%L: 9i an ,n ok,VfiIP,719. .a'. ✓.F. e- .{ r'k�M1 sF 1.3 t II 1} r , r r ? r I ENHANCED St Keep o ' TOOLS I— A rIer4ed L"IveLuaL3_8olut Do CUSTOMER-MANAGED Solutions you in control. C M I INVENTORY <; Web-based tool provides the flexibility to manage your inventory your way. Seamless kinctionaJV across rrroltlple delliees. F1C0 M1 0146)USER I } Y`l`. is UISC�Nr1NUEp [Ea1FJ4 MS a':.' ; `'`. CONTACT �rJ ?fir i� r -•�k���;l�o-'_} L .y r d:�r your G NM,CAM CTM Js kCUSTOMER-MANAGED A 34nr,god MuRarp sduLjWL CM I INVENTORY '. w:. It's inventory managernent +cur way. You call the shots. Now you can access tools and data that help you create custom inventory solution,, leaving you more time to invest Lack into your business, WHAT WHEN AND WHER YOU NEED IT THE SITUATION HOW IT WORKS S KEEPSTOCK CIVII TOOLS'.',-%,-,::;: You want Gompl-ete control of $can:Scan the barcoded labels with , Search, add and.: managing your inventory—on your Android or iOS emartphonet and edit products your Schedule and handled by send the order. Need approvals' We'II the employees you choose. help you set up your program to have / Scar, to regrdr items.' You waM it done fast and with multiple approvals used on your needs, ,, Print liabela:' data to Lack it up, r Order: Reorder products and reduceDiscoontinued',ito. ii''°:I: THE ANSWER manual errors with barcode scannIng of management Keep-Stock SMI gives you the your stocked items. instant control,flexibility and ins . . i Find:bea[rch the online G rairtger ca#slog and're�trrc#iaris�'`:•;.: access you need to effectivelpp or rale er.com and select rcducts# rrranage your inventory at no add to your order—all from one sou Me. :_ •'; :;yew- addiad'cost, Ma a e: itinventory' :•r.°; _,'.{:;5' _;;# '` i . R �. , Add eras#0 your inventory program, edi# users and print'labels fora '.. your bins right when ou'need them. :�' ," .. ; �.M1 F. .Ji.✓ 61 AU £ . 1✓3�f79 . u I .erg r�fable 7f yotr dory 7 have rripbr�e access, 1141`11 J i r; Keei� CUSTOMER-MANAGED C I [NVENTORY .S Fdnrgg"rlrmr�6m9Eulu'.:ul A' U°ISE INNTFL Metal Screw Flat# B In L Pk140 A Set min/max levels, print labels, edit � III�IIIIII�IIIIIIIIIIIII��IIIIIIIII �� ,;:°'}} products, scarf to reorder and get ins'cani i r b1in; 5 PK11Q'� Ear,, � ibb'A13 access to your MI program on your terms. i rdax:10 PKI,0' cRLnluh clod . y .h. f{ +h. 5•.lh .r4 i r. ,=tT i j?tip sr 'sew x � C FOR THE UJV!3 Wj w no AT"40SIAN IT FORYOU100 $IMLIITY 111Si1aILITY: The technology to manage Easily adds edit,EMM your raingerInventoryIs IMMEDIATE right In your hand, SOLTII '` an FOR YOUR lNG$p£NpE1ti1E4I I � * "Aces .yalaY.ole I13�oYy, '` Reorder and receive yourto k init {md.d11 j d.OInger pyo ducts.i 6f6 h@ck and �bdf I v6pry IEW.I APPROVALS STREAM�..1"e-,P�R Set up approvals.and con- e�ri baro n '; I.r€ lyr ,'r'•`_ ;r ': _" trols.withirl.your pragi rrti,. 6eY;I e 0 ck' l },+ '�x., _•c pY-'�-4'i�-)s_ ft•t�,ti�'e' Nom= :�::�'.'.. :+.�.�ir- ,:yi.-•—Y �y!�::3' � lad r_.•;.t rte y 'rf.l a� I�{In7�c � 6 ,' .4 itf•l 4 CUSTOMER-MANAGES} >;:f: 17e r C M M INVENTORY A7�IdL"H �lus+e,daor'8a]aG:u�. Take control your way and get the right products, ;;..•;:4.' in the right place, managed with the right solution. { �.+rtli-0rl.*A 6V CN" *10A.arr t IS CMI FOR ME? Do You have critical inventory you can`t do without? * bleed to monitor supplies in a controlled envImrirrient or in - J areas with restricted access? . . *Do you keep inventory Irk remote lacatlons and can't afford to run out of stoak7 .` •Want a better system for managing and organizing your critical items? KeepStock CMI can help solve your Inventory challenges. 1�g Igp��j� ��+a AR E CONTACT your Grainger rep CALL (888) 753-8019 VISIT grainger.corn/keepsto k i TECH SUPPORT y k,l 401 questions after you're al l se•t up? ; Urdedicated KeepStock toehnical support " ltry . { I teary is h6e o-to help. ,S f r` TEHST`7 87.7-6408. er Keep$tb�k.splutiorts-are subject,f4 customer.ai1.�j jllrt}r 4,d-agreeme.# . ' y r:'_•,.:. .{;',-.;•':.�•:4?�,� ,Cit:� Cir,�li fox llesldp is a'r' IateQad tredefilatk Inc:.44T LS5'IU. .. k.� a . F` i?4 T LABOR SAVINGS `.;.. Case Study GRAINGER CONSULTING SERVICES KeepStock Onsite' Creates ar $355,000 Annual Savings Opportunity OVERVIEW A prestlrglous UnMwsity had decontralizcd their rnaIntenance services department to better sorve their students, faculty and visitors on the 28-ac m campus. By distributing tho forty mairrtananoe technicians and tradespeapla to four dlstrlcta.they became closor to the anIJ customer, more felnlIlar with the buil dincgo and asserts, end sig Nfirantly reduced travoI time. Tho challenge,however. was that there was still just one central stockroorn and all of the party and 4upplles were regi.ilaltioned from that location_ Because of this, the gains that%evwe realized from bang civse to the customer were lost or.waiting, seorrhInL�,req ulaltionIng and reeelving parts dclivorod from the central stockroom. Q20i3WIN. Grainger, I.,1c,. -ALS45D6 Conf:1ential GRAINGERX01W I 1.800.0RAINGER awn Y.�Q6 FFG,2hc Page 542 of 909 PROCESS Working with Giraingcr Consulting Services, the first activlty was to idsntify the current f' steLe processes and a8so:IatPd costs. This baseline gtive a roferenee point to model recorninendatlons against. Grainger CDnsulti:ng Services modeled different stocking levels. price throe golds and dlst'Iot-'based stacicrooms.The anstysi.-�W.-W used to bring att of tho st koholders together, including: Maintenance, ProCUrgnlEnt, Finar)ce and Suppliers. Before a sing'u piece of inventory wat3 moved out of the stor.kropm, there was %eldespread buy-in for the change- KEY OBSERVATIONS There xovera sew rsil findings, but two of thorn stood out to all of tire docisiion makers. & FINDING 1-The cost of paying the tech n,cians and tradespeople W do the requislflonIng a n 6 roc oiving of tho parts needec�to complete their rxrork was higher than ttre total spQnd ori' tho products they were it inoocJ of (see Diag-am 1). . Just 8% of the dollars spent by the Univers:-ty accountod for rnore than 50'A of tl7e parts needed repazitedly by the toc hnIriaiis end trades aoplo (see DIL�gram 2). It was also ra ilizsd that a mRJorlty of work ordars veere extending over two days x+trhiI I they warted for low cost parts kc be delivered.This waltlnrg time nvg@tivsly Imprtoted brei order completion rat'as—a metric Important to tho malntenanne department and their customers aline. Diagram I Parts Spend vs. Process (Labor)Cost $40,0010 $10,a0D ,y- .. . . :3fP�feww_'�A[+�i>ors'�'#?y1AP�jsirl�Yx:*cAheiiL`.h°ta C1: L'3 14 O 2 R g) 7d V {V w Ln 1 - q7 f ' —Product -'Labor ,-�2018%A1,41V-Gralnqe:�; Inr- —'--- �-- 2 ^-' - -- ---- � Confnentlal Page 543 of 909 RECOMMENDATIONS After careful c,ata analytics and the real-woad input frnrrr the mainten-ance tech nI-ians and & IMPACTS tradespeople, 0rainger 0onsulting Services recommonded KeepStock Onsite(Grainger's rinique vendor-rranaged inventory soluflon) to stock four focal stockrooms at each of the districts with frequently needed, Inv-dollar parts and suppliers-With Iess than+300 unlqua SKUs stocl�QJ: stocklnp levels were set by evaluating historical usage and factoring In anilcipated seasonal fluctuations. • impact, This lgvegtory sDlution was nicicnarneJ "Grab and Go" cEapturing the Changs froin laborlous requisition whloh was replaced by free Issuing to v-dollar parts. * Impact; The University estirnatos it saves 5555,000 annually in labor costs—tme which ias wasters was no%,,,raallacated to TIME SAVINGS revenue producing actly ties.This time savings was equivalent to for technicians wE4s equivalent to hiring three nevapSto hiring people ;� c*� 3 + Impact.The same day fixos for wort orders has improved by 20%,yjlrich reduces the tiine to fisc and Inureases custornar satisfaction. new people This solution did not change the amount of rrroney that t h o LJnivemIty spent on parts end sup plias year over year. It s;mply put the parts closer to tho asseta and the people. By using Grainger's KeepStook Onsite offering, the customer is also relleveo of any replenIEhment activitias and yet th&y retain complete oversight through G—,ainow's glectronlc apprcVal process and ciotailc-d r?porting- Diagram 8% of the spend is creating over 50% of the transactions *' x #CSF SKUS SPENT} FREQUENCY itkveiitory ' Requisition z�u'�K1.^•f i3��J .{1+vetOnSlawso,,t (,fj.?Sin))$cttocusta-nc1-i-4R9.604yesLtsbkho ~y.w. O'I- fie c� r3557?7f;!'J f;nrlL'u&,,ed by C;C;Fr)L)1 tl7,,`3ervi cG 7 JrUi.'n!6q.rao-morli 1 fj-egU!gpc-,y C7 f1rii;of Gra-tiger,' erso rW rf.ru7vrr_es and othor iu,g)-e�,amenf& F eG ufts may.,.,IC1z�]E'.}�jDiC-� Gf` "f,71t;2:f ief8. I , 4201&4^!.4^!-Graing9r, I;ir;- 3 -- � Confiwenrlyl Page 544 of 909 Let's 'et cohmected.. 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F gnnbfiAl .. :hnLferlal:. ..Tools . .. .. 'MkiE. TNserdy hN maElaiSl,LLC' �nISCFI a: .'.dYolEarti 571E71t Fs[,Is:• . WPF rIr.enL1+9]911er tlnbfa'med. Inumbvee rd 3E :Jl;ra'ful9'.3a"leba U'a Llhtlap,UAra;al,d ki ngAr:. Inshg§r,63jnm ndet..:.Hk4, allLy :LlRF. .Ilniwaltl r;oLiLlc '.:., "Urjlr+afd :'.'. rlon iwx. rtl-Vfslding 61RF �:ern9t cr,91 Clrrnl �ri Ftt,tl.It;'. Pinkk7x Borci:llFy Feil dr.,Ct;E;Inas :}:ox„AdhasiVC cllx: cu IJ A'adi'.Iree N3= V O Ska:r•7clnps"y F ilrc:I71n asls4'R:rurwra 'VI K. J4inr#. . QLR;.T$m-lL'' : Clac'niivy : . .. VE P1nTrn;;'rillr.IVilre' ':4YalrenSaill9 MBF ,IS Pmd�cte FIr.e.irsn,fiend-Er-Ugh Tccls:F1,11 W iwlrk CI9tfb.dbe Keily'Rant .'. "14eIFjr 1�9eS....' '. fG;r RrotlLli:tg: ' . 1,BG Loan 11 Da-.PL rcM Go9175rsat PLrnps -_T{rn;Inc rsarfel r 1uTT:A W131- K01:Lcnlstic;; I'•emer Tee.5.ulpriwt l'BE'..vje6to' '. Agana,Dprk ni?fL 443E Lave11§'iiOmkdms-- KDIky.''... T{'aL L'R-le' .': ..' %,A} E !rlritnry TO d 14hihlo'p Ti If,I 3p9c19J Tepa VOF Ltony'Gluur• Nc Brand FlElid lrC.ec6m i*= !'Joosfer.PmtlL-3t.Inc., VimvdwProJLICLe• : safsi) " .. C. ■ i ■ go to hltps:/Iapp.suppliergateway.con-Vgealnger ARIe W.W.Cral-&u,I'c, 4v-Yr:Ffri19 t2 SEF63c1 Page 546 of 909 .3. GRAINGER, �: _:qty{ .-".r .' •S — :.•'II__ ' i� .. 'Tw -;.v. _.amu r 4. 2018 Corporate ' Social s Resp n Y�bility +. Report www.grai11 crc;;r,c0171 —J4 �iYta}.' L'M1 'tC�dF'2 1 I Table of • A Letter From A Letter From Grainger. At A lahce. -Report Content Our Chairman Our Executive- - About Grainger Metorialiiy at Caraing�r Index I and CEO Spohaor rJVrRuRh3esa {1hirAFpro�ul7 &if Hoe trh 4rekaholdet Engagement 0Ur C+r961�E. t1 WBr1dht� ML-I;rR . our ritr UqV A Uok AcruS,Our AhmirtThieR�apari Valui,Chain y got Vd /A Operating Valuing Our Sustaining Our Serving Our Responsibly People Environment Communities Commltmentm Workplace9afoty Our Approach Dili sterPreparedness Hiles and Integrity Safety Pc,-orrnance Our 0petrrH ns and Fleapanse ausineaa(,(:n:JI;!:1 Saicty Ctd-ure OLIr Prn!il�„Ia Cro=3 (3r.id�llnes T�hn�fAf�ir�C-:r 1,1ki,�tio�� F,I'das—raining Systema and Cur SI,I�;Ir CI-617 Parlor-RI`lps Aml-Dbuy and Our Operations Pduon lon and Corruption A Pie cetoThriveC'ee'd)pl,a.;Ges q;� Workforce Development =mise Ina Team MeniWr - „ Giving tewardebip in the Hy.n�rlonco �s y(;fnlrand ,lase .Supply Chain ?� rxiin3 Cfticivncy Team jierrihr A:;Iva-ion lolr-I Rcu�ards Suppler Ccra tyf Fktlir:fl Local CIV1c and An h7olusive a•ui Our Prpctuets Sr ppfer Divers:Iy 7iuere (Ivl'.r,rc Commurt[ty Engagement Hol„Ii(a ;;,vston-.crs Reach Suppl isr x,rd 111 .Sustninab Ily Uo;Is MP U ft;f'col,ru n CtricaJ Svurdro ❑7d•onrr,3n-elly Prefyral,lo ';n,nn-unih;3rrrrr Nrqlraln Maximi-riiira P,',d,,lct Pr(x:-x,[%4'PP)and Sewioea Soral7g Our C;ir,unuYiIUIG�i QIJ,H.ily Irl.our Prtvatc� ,� k n .^.Illty Painirg murk.()y Labe' BrHrrrlH A'crvnd bo�lbbr� Our Supply Chain Corporate Governance Uupv y t:r,yir "'.cryvardal7iD .,icrler7..rcoa'Li ir�:)I;r T•anspurlr-Il:,r ,',��rpnratc S�oial tics}crreit�,lilti G,-!.2manoe V'A 2 GRAINGER 2n10, CORP()HATE SQCIAL RE41jON IBIL.ITV I:IEPOsii Page 548 of 909 Key Performance Data' CI5 2017 -;Rt 3y1t Qktl'4 A 6L]4fa!1,E . FAH,Nedeu.T.bllb-1 10 10.1 10AI Supp Ie•k - ML' �,'Y., 5121 f roCILINS Inil'0,I —-- 1 4 i.i; 1.7 �c,ki'fe L-Lis-.olTOrs,rnl Ilor, A 3,6 13mineas Fthlu 'cream c'teal-n frombArk hiir:�w on Gl.µ'nasv Coi-I.Jot C3,1i-je,ims 100 anal'd ClitrcirHiEy rAr-in'F Arw*ws percent -1 11 Y8 flacial a9d 1thnI(:al}Oi'fersa D-eorcas, ore 71 22 22 27 ��60�iITIOtJtf,p,t�oST��YARaS�11# �� � �. thD,th l%r:7v,lcc.r 1L^III Vy Lir1Wg-�ucllUimp'Ior,bill{.r1 Icilr lxatt Ilo:Iru 43x1 4D-I a71 N ;rk'1 Arrarioah COyc amissiom: '.Ii lion rretrio tcns2 J.14 0.13 0111 GI IG.rlenkll} (MT',O,e-'-hIGMovon'.ie) _ 15,1 11.7 12,19 tJorl .;rnf nr:r,l :;toter use,rr.'lior cubic;irrr;lar — -- O.SL 0.51 GA7 nerclaw-lc Fr sr,-ly NIY;c;I M 1,rni111on k 1,-wall un, s - - ,5,77 Distribi,fah Crgrltr-f M�j;.l-rork Rc-adinrg Rn'o - -- - -- M {.. X4.7 I.FFG-certlfiod space,rniIllon sq,%iara feet ,3.6 4.2 a [,F;r;C)rl x}Order Gatto I. rl ',3;i 1.57 '-efernlof fel- ;H.pF-;;(,rt revc.r.- o. 6,3 pE¢P1 tAl!p PLJrP0$O. Safety, I ;;;t Time.Incidorr E:j%' 0..'. 0,3 9,4 1�i[Rl HH,vrdable r:--idcrl f;airy - I 1.3 1.4 Wor Ome aumogrMphie U.S.',;rrlcfrr 'kvkrtlJ,perosnt,%-omrin - ' 37.4 J,S.kflfcr:fc1ce IOR;iarr),�:ercent rrvlrnr - - 29.9 U ,'r",fo k-oroe(tolal), pAvArI r;7 ,ial and ethnically r11Vf}r�:A - - - _ 311 kl..; ','.xlc v)(Ieaov•o),porc,anl rFjJ.91 enw,etnivallk rt P.,kf; - 23,2 I Communlly Cnpgelnent I V7tehlr,r 911.2 L:(ii1 bL1tiohs,$MI Ilan 2.2 2.2 11 _untcvr C l pk ralunkear 11XII'S - - 9,004 rt:f rul 11 llY or tlf.1e:�U1116'cR.11 11 J.,!, f1'f:o 019889£aE.A haul This iiynaii 'Gc,e eiTh cl :—ri npym'.ims imt ware Inde. Hiit:i:I t:rii*.'iil r,n O:nlrL4 as.:f-C 14. l Prr 109 :.r frcrw�.ayg 9.546'}1.0 r frh k p::r Itr;:104rE '7 ni n1 1'atk ii' !:cllrlrwiwa@I'r9 ma-naf uti i1 2017. 3 ORA -�(}1 L' CO RPO Rr1'r F' 31)(:1A t. RES°i?tJ$IRl2.l'IY Ftt=PORT # aaiti Page 549 of 909 For exa7lplp,'u�hc;n';5'e sf•I.p ufders in nrrc:hoax,as c'1 osod a 4;x'} LC 91 Il`}, It SI ,r11fIS.;arllly 1`131,JCa. khf,arT.our1 of boxea ave. 5 G a 1 - mwc:ral„ As a rpsulk t�rnn c• 15 ab'e t0 m<intirr a lovep.` 1�aed s� usape of 0a uc a#o acid produces lo'n'c.r�-;rnissiur73'."woU911 o[ir iransoortation partner8.tie`see rad a sllc:c:e;::ful)fe�r prt�vidirry vFchlm to u-sLomers,'+vhirhwo hiyf111ght i^ mom,dnt ll c•1 page 6, k':-'''-` !' �4 %#��.-4.�S:.ti, r{si 1`N,) 111 oelehfatlnn of our 90i'1 anr,ivGr,;r J.w indarawo'rc: x � M1f f`'�'"�-.;: DUcc}'llrr7lt'r7{:nl lo advanalrrg I-Ile 1[151L}Il al',Q dive r'$Ity vel 1f_Y. rl ., si ;t I joint:.; olhel CEOs by t-jkin j lire CEO Xwtion for Divers ily& u S n` C fi 5' e 1 d i..k•e L R 4 CiC{}rile all .,o a an In;:luvlon FI, � p nQ tolormr•mc, fir ai%'y lype Of 111ap-rca rialu 1,1'Urk7 lu, , r:,lu.iir.p harossrmrllt, irr`irnida.lion or aa..fic. ',AR,are cornu i tmcl a' MI.i"Ilc tc. r,;�ve a respeo'uI and it Icluslve c-.;l-ufo tf.liom ave r#+" l brig flty l i ier�sfary:a;ct fired learn;alr, rr,n �.D cfur fie 1, bring o•.:'r i, Each olhBr, Al.tc; r"I In!,'r11]�i'3 1]ar-1f'.l3nkn II'I tl'a:ll,l'Q -0 skippc.ft 'v`d[:also al: undo,,-m-orc:cur vul` f Vmcnr f-.-ac" year by�flprliri� o'Jf 13jsinec; moriduct pddel:nes,whimh codify 1:11r L earr From Our values cape- vel 1i[.h ktle.coi-.pmy wis huilr. + l �r+lll 11 ,.1 +� I-innlly. 'iri` r:rlc'rsd by tiv-rc;c:c: rlilion we recoi c;(.1 i•)2V17: i ..rr �•# irtiluding; I�-im fraud to share,,'#h yc-.ii Grainger's sixth annijaI Corporate O,r:Inst i-rItj}inn on the Gov Jonas:,i,rtainab'.lily In;:lex Soac,'e1 Fiespons;bilitj ICSRI rep oft, which dc,t�dL the Pro r'=) mrr 1 s J « ,4 firs#- '<ar,ra�legcary rartik`n nr!cir�c'ti"V','arld's P�105t#'..1 n red .- ou'l,ey CI;Izonghip irrtiatives,This par.yo; will'ind no'Sv CCn1'0arkW'for the iiflh ocrsectitive y.uar in ou• fepcirl iha=pru.iido grraler.risig-ts ur.Ind c.ur volk,n-cor * Reoognitican b5j:I*e U.S. L=rivlmnrrlema.1 Protea-an Acgc'ncy propramB,workforce'du'r.ugrap'-,ics, Fnd-)aterlality at Grai�mimr. ,FISC-JA""i:as Smar[ lays paftnw + A pc,efoc:t score on the 20 19 C.o•oora.le =q'.,aliky ;r,(i.,x for the This ropr)rk .rooks ba''� at 2017,whic:h*as a ramar.ca:b`:r',veae for fourt,,cnnsccul've year Omii-per, 'L ene•ked n'.,r BL'th year of he pinci our cuslomers kano . I-),— Hk:orl �f a Bask Plano to b5 urk nor LG BT(, lz'gw ly by tf7elr Gt r°#inns running an the r p^npl.,sp_ie kvllile Cr 2ttin0 t^e HiiTian Hiph'w Carrpairgn I-o..ndalic.'rr aCf31Tp1 ny'W•rer'a ded:oatgd: talorlteo:people cin thriwi.We . 11ig1- rrl�irlc€t on-ra 2017 1)iKaabi'i(V Eq'ialiky Inidc x fDEI), and c^Inbraled Gralnaer`s nnniversEir5y by e"nbriciriCs oxer Ic'rq-standing .as a"rim$;P'9cee to Work for'714z;billl/Iriolu5'oil " culture of srvvi-c:and giv'ng, eam mornb-.rs contributed 119.U1- by tht fdne'ic;&-,Asscn.;inti.an of People with I']i;abl.i:lea and 9,OC':a k+oll:n:t'er hours thm)lagll rioivilles fooused on th[,ctix.iparv's Mo t.l.`:. B.;sirless Lead6r5hip rk',l'a'om fal lilarithropia pll'� r>:)-chi tiler I ren rrd mss r7d'espansa, ec:ucation-tnc.wore i'Croe developmc nt. These?achiok+.,rrlt'rls speak to`ho.ruo character of Grain Learn r~{,rnmcf, arid CUf 811aref-f;nm nihrlerli lO 01'6Ea#p a Cullury 1118: 01.1' r>orvice,cul'-Are axtrnd buyrurid the 001rr Irini-ic. i•1 avh'& s!Ivers real v I-,!n to.311 of of vlakeholdnrs. +,kir; 1'.e arid work—it(Inco aB 608 DLI" f;iv torfi erg loo.TI-is T rna'�e8 uv uniciiin annd i2 one of k19n#hinp:: i rlrn most pi-mm,of a-s I',a�i�yru for you,i•7lvrvst it�3r:��rrgc,r.''�5+e afp proud Of faun pffaf�r+v�3s in 2C'-I ' and cit{}I�r pledge'-o o11r CSR Ihit E.tivns G-ai,iger':; C:iairman Enid CI.0. Every day, aL;r to i-rl mcl'IUers ac, .,),Ai r .allonships'+vith mj%-!Iofrle•s ar.d expririd tw; repulatlon it 7 # rind f evc,r�c, ,,.ca ct_'usted p&rtnm. We understand whfir cur CLIB-CIITipr8 cin arid dellver x n %,,(1j.iC")S lc thri' t}I1#;iriu,!s problom-a Afi'.rt; hipflest leve-of o-.hl�)s and intpcgriky. I Iia, approacl, and ixril•rlilrnor't t'a &arviriq c-}stoma m'n kh., uicnl effia-entwiny posslb e also 7a^ DG Macphorson pn .!itive impl cation.;furl [he 8nvirf=nr•I. ChaIrmam and Chief Execollvo Officer 1 Grifi1N{iE'R 20fS Cor;PorzWrE 80CIAL. R1-..51?0N5l0ll.11'f' !IEI'DRT Page 550 of 909 Mi r AII{}�=Jd A.LI11919NQdS3FJ '1V1:}(} =.1.1. 41 'tiJO } #71 a3JrJI1+y�J 5 wo am6mu n mIdd ng g L:1s'e1'smo lddris 'sJOLLIO[3I 1:s HID 61slpuWP*n WOMeM Ilu9MMcl SqA lut}!W11QMM-)DLJC%-U?7�LIO 01-1'8 Sdnc-Ab 8.1001'SA(JA,17L-"-}:)Uw151;l;olu! 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'"k��,�;.�`�-.`'� �il I LII f3 bfl:;SL,{}I PXIUa�.li: IIRI �ISGJ''.i,I.II O$161vRu ..' r•.:''-.. 1-1011us,a soy 1noicle uiew Qum p q qm =q jpwgsno .L, 10Nc N010.MHU1,0 101.1 1S.f3 Dg 1-4 ..I mn ps poo all apI ,Wl '�';�_' <w +c .s J . uJx�Ha 3 T t:o ',a�.Llo'.sno ue Jo�..nRJ;� {s!C U_cr moo; }c}t,;RIF J fr'. .�...:.. 01M0r1']wd 1'}% +{w s,-03u jL3 JJ 1uLld puu�J!iL.1ab 1,},"-Fa{.Jrl 9C MSR 4011 SYOU 10LI9'1-1011'J' JJL'J JL,Jo J'-}J y)ol ARUJ too AO 1UeUJw1:Jwl 1Jelollle 9anc's!0 9.10peel A_Ilp1 'U.F11Sn5 a1rl�lJ-xa JOJ "Ju-1Unu .i,: o Ajo.i.U;d ;no 01 ed+{J/'A:k;rIF}U. 'k:S;gvwoD oue uzp a'-aw1{:l no t,!;a0,;awl"l to esgsoey .tl;};R{jr3R:x 1e"AI'8 1,LI:; :!LII t;R,"I. `len n1.son JI OW OLie OUWUnJ �'�`�' .�f•y� ���` .: s.nL}IIF.I� 17.1161-11 f]L,I lunSl .,I ,}.}F:J S.:}Il.:}1sn7 JnC}soue11rL10 uIv puR rtl!lalo.11'alsry uur},tr Dq jql ,}y1:}n11!.�IRxa 05 R aft :i`;�x', Yrrt sr F tUDA=l Grainger l Glance and ensure an effortless experience . ■ F. r r lie t ■r and ■ ■ ■ alongrhalllerige5 right with Lhem, and the romparry covered,knowhow of a superio�teararn to serve them best.Whon a custornei romes to ?i'... ABOUT�GKMNGM MATERIALITY At GRAINGER Out Business O�rrApproach Ow ReBch Slake}3older En�agemen# CkurBrei�ds #�l�ferlaliiyf�latrix . . . OUT SirAtegy A Look Across Our.Vafue 0figIn libout This Repo ABOUT GRAINGER 1 .7 million Our business Prod Licts Stocked 5.5 rail iori c4stom.srs rel Grain c:r fw products Approximately"K f��lare� � y on � in ua[egcr;ss cioli as sate;y,matc•'FJ haridii-g and metalixaffng, don -n i1- snrvi-7c.5 I ke ir%ve-tory maf`@o9mc,m. ar.ci to hd,al 51200 jpporf. 0rai11ga, offers nearly 1.7 rrii:lior1 quallt�y in-stocK Approximotol Koy Product Suppliers prod LOS, a M7A-'=.1 tLAVU sB;e8 approa , iec-in cal and rprod uct a prern'urn di[d tal axpnrionc,c:a,id fI ie abII'ly to gat 25k N%V vunipleleorders to c.. terrir,rc c,.0;Ukh? Ij Teel:, reap iheir open,:horn; `roam Members running r-ind thci-- rleop a safa, $10A Our Reach C}rir r:�neli i f[]Cu9I North Ariic:ric, , CUrcpe and As a, 3.5M+ billion Active C'ustomors 2097 revenue Out Brands GC Ci great pride in bringing oko cu�fome,s lop ounli-y pmdimt:.. li�,rn u-�if are design,-er v.;lh a Grainger;;hci-c,13nci r_(.;ucl i a6aytan,� n fin ird,j id 0v?-idof)we part rt a hror;r .>r.lr;;,lit�ri of ou,p1vat:hrrind oroduefs [hal:leliver hig;•--qua.Hi of a oc;fnpoCi,.`ve urnp Thr..-ji,rri Crairi�irsr GIcbal OMMER ID Scwrc;iriri,GG.S), our multi-naticm-1 MUM buslnese. B [ nAINO.R 2018 ( i)I¢f}.]'7A"rF SOCIAL RESPDrJSldlLl'rY REPORT P, p ^* Page 552 of 909 �F Grainger { a< i Glande Our Strategy About This Report (Soo pe) In [he Ia,'rge:and fragrTlmn-oC N.U.ii:-te,hanco. Repal•and taf;mrffow 's''dll to G;airs;urs-.;nrprr<.kr t oc'al Rasporls.iH iry%t;t;Rl If , r mTil7lEn a appl} Iflrcuchnrt .I a ydol'U. Lllis rvw.c},t i^--- � csa ' r) , Is-mpply rhnin infr-strLICti-Ife, LrcatJ irI t:h}c.� } 011,ct rfte'ing primarily fo'u'v'se:i un th;;ocrrlpr:nye mgc.r'.�per.�3ti(}n:a rinr+deep :,uatolller r .si;i:}rls:'i;},;. I hF I, al k,1 C+rl`a kc l it; ii- Tip ,- . , and Canada-Tfl�z-1.c}prrr~kiDns ol,rre-111%; aop"O CI1'la�$15f a7�I.}IIII!ir1. I hr.-ncnR-kttraoli'';e for reprr'orl. more than 8.� Pe'Ce"L 0. (,rr3 nV6r$ buslne E%% Grai-yc,r arc. Hln;e with gig�. GDP,:gel cap La a;rid'a tyrvelopad t isrcJ rr percentage of rave rl.i , srnpn of a^ar ILIoIIs =arc. irlfr,..;trllc.-llr:7. Consecluon%l Gni Ilpc rti;L;tr<.tr,y i^oonoarltrated r+u•rlkx:r rr f tGnrn mambers.Where 10,the sl)eu'i ic. on g,c's lh in f�lor..n 1Un(.f,caLl , ,rmpc end Asia, =ac'h :; Lhe:; me r. gec.�rapliy is note^ in the relevan'-fw-no-.f;s;o that data, Irarke.a ha.;Slrorig grc.wth ch-w-wk 3,stioa;the rlarke 1.is I%�r�r, Inc S I'Icc 0 7 c;raingar alas s igllL LI'I rd-par-.y'va idakio.7 LtIe corn petition is highyfrag meMeJ. of Its ree;rlf:c.u.ar rrmiGric-s, eller g g:� g! c�nIlmpk�7rl, Over khc p7,:i ta'.v years,Gral-%per Iias. s.cnn n shift in market d.asle gone'aL On Fnr vf;itr)r%Wnsurrptl-,):lata frorr I11Areal, Li'yh:lrniOJ3 ao(uss 11 i M RO,andscape.As d GI ial sol-itiorI�,arc: V&rltes. an indf-pcxrdent third ',iar[y. In a d.tic'), be'uo9i;rlrg crrlydpr„s.,nt, valua-Added relal.:,nafllp};a•cj srrvi�[�s F.wrormen,al Health H•-Icj S�fo'y t13- 'eoelved ',valida-inn drive,u:.stt7r%1.9r loyalty and analyticE are,•c,9..imd t)prove val.,e. since _D" frcrl Erlvlron Inta,,fnationn C;orpom'-Iorl 'or I torn,rr n 'umber of 4 ay -.o�o:c}mr.,N;t in this env ronrrerlL. is 2;Voi:y rcport ng pfooec,2. F:r1al v...ra neer reoelvas 0ralflgu cornpeLes with txrc}moc'2 s, HIC3 ll;gll-i4L'o�'rrL11IIJIdrinel r.ngning vari`icfttlon cf iLs Ilvl,r,r rrr lolly prafara le SK,) I model Arid thcr un;ilc,,:;s ascf;,'-rent, or single charrnt_I, modo' ce:;iana''rn trolrl UL. Inc. ("or-Tlerls; 1,ri-cnA1riker:s iabs`, fora:}hlc.). G rpwing wIth Lhese _kv:}rrrdc...ls nl 7a1%z;G'ainger I to average Its scale and advar':t.r3gnr'rIlpply chair. LC aiee:IN, char pI"g rlecd� ;of il:;mistrn-.org, I-or more deAalI crr)Giain�f;r� I fttl'riLt� ;f ViPi,our FaclBook, PORTEUL10F7FRF0R4AAWCEAM1) STRATE01C: IPAPENATIWYGS..(ft UFDo:5111Ler31,2n'17) Gmingor's high-touch,muftl.;,gnrol model I.13Iude,2 its U.S.,Ceneca ane inrel-nallonw bdsineeaes.The a",-r.Jle clianne�online mcc<jI Inclines Zorn In ille United SWes and relonotuRO in Japan.Ea--h ioudilp9s has a speclnc sot c=st-ateold ImpF�ritves rocuscd on creating unique ve.ue fof mmcrria•s. PORTFOLIO PERFORMAMCI= STRATEGIC IMPE=RATIVES EX�=to hlg h-value ae ee snd 96.2B Ser-Ace salcilons aulfd edvaniege�jzAlg'ia=capahllhl�_Ls o. a Corrlp:aL�i-o pricing ee..iom, g(ow iYfldsIge buairleas DOlver an I.mprays eff3rtlea6 1Y:Gr cbe'. X7.8G Ey_-nut.conlple'e business model.,&Bot end--c-end skfueJ.urU aimtorner 30.BLS � Drive prcl'Irak}+e grc'r,tn uxperien� �I.3a � ❑live g•oxwrll L^,fcugll protiLaCt assortment expanslon er,d wstomer aoqulai;Ion Total Com an ' 94, p Y � —OIP.'cmr)Pny also Ircludes 9pe-lalp'Rk arcls,p;,mna'Ivne arA unullucalej=xFcr-as, hlarnslional I—I.d—L%m 11.FAF.ory.rhe cD.Chine.and Lfth A—ri— 1 GMAINOL A 2oi{3 00HPORATE SOCIAL IIP-RPpr+lSIRI -ITY REPO} l Page 553 of 909 F ' I MIALITY v. 1 + Glance i MATERIALITY AT GRAINGER Our Approach 'Cur 20'8 C'S?roport details our omgm,;<:(•roa)earl~ of t17e rlirriale th�llge, h.:mai7 rinhts. p:w._r anre and serial wo,I b;irly. feu; pillHr e}I our program tifac;ra.t rip Reapor15il3h ,1+71uirr[; T�roL1g7 trig fraTlc:,at'k, 4 e are able to rt r';c:,'t:f the 0:eot o- Cur Peelle, Su:atairlirlg;1:;f Em1Iror!'nr:nt wid Se-vli,.p Our o-.ar opor0i❑w;aIor;g'.he GRI uc•e elelr.arl;s at ;:c.rrnl lrltles, a''la htak a r,.)r-ipI(:lec a materiality n,;:;,ssrrrc-r'.L oronorrlie,erlvlronr-iiWa, �c.c;icil and governa^ae, wits rritirnl:%take-iolders to Ider#ity-x ich a,•eaa of otr CM, program prg-,idr,vr-3It,(;to ouf :;u3tolTar�, ta.irn rriemberc, MATE=RIALITY ASSESSMENT PROCESS invc-;;tor:.,suppliers and rc.o ru,nily parinem.Tbrouch mea rimh, IdontlVention of IssUes T,,)f rti`:atep I-)preparing.L rrpc;t orm.petitive 'rto1 i ^ Ice,surreys,t.7ru sJI'DLJ M,ar.d ons or, nN wiLl l the GR! ndards i11 rrInd Is ideiti-yin:[m -r_tc,•'HI Loplcs, c.cy.wyvrsatic1%B blitr#17r:, 'st,,-kehu tiers,wG;onfirrlf,d rriai-Sj CII Walerial. iopios am,#hQso iK;survs r'a'leo'.ng sir pFgnr--izaIi0"'3 cur curfont areas of focus arra gn°ner. irr:;iy l:'nto new onos. ;i nifit Hr1.e.�orlomio,el-%vir, c;rilal and aorla�ilial an m,cr k''{(, are X0118d to s^7,r:rur 1iridingB Isala'.v, rind�.rc:H.ready is3ue,s t�IR#ti:}1(,..urrle subeantIv.?!ntl,.^mr_ :)n tl'.e aasessments N74rd n#k+rwk ill.eprafin g Mos,) nsiUh-.s in 10 cur cpera-ir;n;. and deoisions of;tak+.hold! rs. The 0l6 al R.nporti^ nI-Bali e`5 s(j?I)CH SLa-•oeros aro the .4 o,nrrlpix.d a list u.nea,ly 100 w:s specific to ind,%i `riRI foun:ia.Llon for cl.r 7n"Ll' 1 :;por[In K aooFoach and our r-.iale;la!11%) distribution fm-r'.Fi murnbef of ax=sinal rc our-. 'We c;ategor zsd ati5rs mc.rlt.The GRI is sn Ir.dr~pt.'rd rrt hlernationol F,rg1nization vrra;ropmaiyal,sr]nlnl rind gov! rr7anCi?13sias ntc foijr Iher f!9S: ,he=he,3 pi,:mGorrd Su.:, hability rep wt-ng=airoe '597,They ter}1+.3rr,Hrlco an Ethics, Solut ons me 8ie',vafdship.., ;;I'pply[slim-1 ` ,nip bt,vl,:asses and [,rivorrrnc: ,sOfIC-1A'ide unclr'-rk'tH'd B:id anc Psop:r ane; Purp;8e,Thesethomels 6--fine .-10 soopeof our Gomm llnim-zto iheit eIfeo=ori critiraI MRA al:I EU'I-'-Y issues sur:h a, assessmr'rit Hrid wi11 guide Mum cr;r:+c. .:atlr-% .vitl7 a#akehc'd(-fs. w,Mn sTAKPFI0I.1)i'R IE:NaA0FulFH'r OF °ro;rl&A'O.=bf'?" BFDks grid. .Orllne rax owa- He[p keep aur plisto�°I' opfaiiaris Ho�linj,io aed,ca a�a�onll v�frlkQ.cnafx3: :. ;Euai n rye aeri[ssl6rely incrasse 9Ela" end prot�lGiMl r Orfefrng RJ17mlrf9 EYrtl 1�i41C e¢Ple 3$fe ;. en'ice ani s� ii 13- ?K%ar1 )IiB WEE-afW.L9,n x1.nM-/x .-w-eL-v9dlce aai9r.nn flw . . ..prod,�'r.Iq.Jieri.eau'whsrelt�nsedod , .Coc.a.�rlquF�" . . C aaL'.1G a goal.69r.-n momhcr"rxrulce erd 1'111Isnu1,WaL-haHd •Ed4callm aryl an lyduako wurRuwu*cioacting anj awo cpino Irrarral nas�a'{t;'-r t airin; -{ Creetr3 6 pofrpan] uh)e-�de014P!Ed :''."8111Cp9Le 9nd crW5 c gr: -TQM'rurrh6r Dg1fe1 Bi-.n-30;p and fslcntcd people can thrivrs w91cr1ere(oerlerce•Eq.ipniilq and eneM'2119 elgapUrne,tadrtk.} •}f�1a^key4r #, Basra rncnl=w rxd&:$n+ae1184o•"Yordiro 11'h!r1al rdpadlig opFor.Ln67!; �* and r!L�•ge1J1g aerrarr.9rce anI r 5dis dedc thdp in;d ; Tomilia119 .r?,i ny he Ail�toreilwe nala`aai,aFi'p yis.IF1 '.Br pp ier,¢�p Q':i.: ':Pe[II}Era lir' O v od%jr iti s for sll lfexs to p : hg. A� ;G OP+�pp STs:, For ,'1 F■ Pf P'r}. �. �atjap}9r Air,ridii trslN �r7tl Id9nc:e�..:' r01+1 thyl�piaaimo�ses .. 'iG EI,BUr &ll$]fr1164U.VlIIh +Jaiay�r ,od91 snQ:.: oea1.l;�flrlm '.SePVlerfJOB9' . ' ani'ii6nt!.t91 ComlriBnierils .. 4+G.h1a „A1d7L31srys)iiddar 08RRrpxr ' ral int�i�a strong corporate rro dnx p,:nu1-m opare hg Etrrn�ertarpi,r iI rd 19 aesiIHu re uka Jor,�ava'd go.arnaroe in�'rK:l;!w�:farg e9ranRE arra pr,+IGO I rl�tir.er.;eEm n E at dig x;l xr.; •1'r�:c}'¢i9Leme'L • ':A611EIxE ,1 5t.trotuna a nd reporeng cadewe#C Cor111nc445 rlu,I uri ii n'eehroerf..•'I h16fy fn „rKl�lr�}a8'r —ft roadstiv,4 with 1['a0 ' 1rigPaEa sl:araliolder value ep"r.a disdiairr.rdw-po'aw wonn9lt:n In,,ee[o-mrforcrrx!s or z&di-calor 'flk��x7d;aG' Cry+Lict Initafives airieO atfdsulyln w kfglurx risf. LF SLJrer oF,ir # {1 Pmhlrrn:u7rilg argSgenignt�•Off¢rira3laaiv {r�J:4:aUo9e. IeR!eloag.IN.9ea sod!a1issues'rA'ulia Qrovid1}g valuable men6berrna;!ga11*n[wu1}e1<116-kesed.b�st BUW.K Y . 'I'A$G:rdE3'.QOt1rCs?tnf*yur;lil predllces:kRp9rlin?i,t,,: r3re.�L71'.. ei6ratlmbf;AIrW PeihieiUi1aa c -jesdEre Fl ORAfhIGER QG'1 CORPORATE SC?[:IAL RESP0151tII,liY REPORT Page 554 of 909 rServiiig + f4 G R. f W ance MATERIALITY MA'rRIX 411 ProdUtk Sk9Werdshlp Eiin qy Efflolcrney 40 Renewab ld Energy 40 r` bon Rwmilon I 6 1lbrWw"IXVefsibr ind dcmap ylllc9 I Vl�tcrgtawlerUel7lp 0 Pmolmtpunllty 0 6 lekallladle PBtlwging 0 oeka PFi4aGy and Talmt Aikrpotlp7 Cyberecourlty and Row71Fan 0 Btlelnees Eihlos 0 SuppliG DIVarslgr ' Bepply OBdin Reeirl�neo . Roanamla Porronngnce •14coy allno end waebe : Cuetomor 9nd f TeomfolnWr sMeky 0 ❑ii sferPrrperadneea end Respanso i arY1�171'tEir3t str#wg Cl`ItictlI ' Pr QRA[NGE-:Ft CSR PILI.ARS: •i�ovoen$naamid Ethics 414;OIWticinsnrLdStEnvarda111) 9Supply Chain •PCOplanndPurpoe(o- Tl-;N=a o^I7lk onL -i a r y,h ind�n7al and axlefnol pr input v133.Find taRsE i!I,.b fx, !;idrl RGon.'aaa�81.x(17 ac pu,gnm ms'urdy erd Ina Brut% p mquiremenka cif ainkeh darn Ir a r&pldly!_4nluing cirimirnenk.All propfa,rr.:r.m impaµari,tllough Ell}}^ -Inrri rnetu ra then olhe'e;,which Influence tte mulls Eh[rkn here. �nterrlELI Assr,Sarr'r9Ilt of BusiniRss Irrlportance stakeheld(m. 'n Nidi?ic^, *6 had orm-on-orle dlso-Esirm%L; C.'.•nwe-,k+e Ifderlrifi^d tr�r�;f•err-qs rele5rrrlt tri("3rair-ger, we with analys[s tlrld and ds[rin)i.lir,rl s~1lrveys amc-•:k I (m lc±[red our cu81(:r-i,rs: roods, ;rle sc•%)Ue ar-d t raac`.�1 ti'.dkcho!car groups,%-e Mlldn'-mach Individually.IN,)haw.+s of an is�;uc;, rrr)hability of rlak arld magnitude of effes.i, alreau5j Iriuv.-,mrtcd the fee&ack i,•'too1j,opera iloiis. 1 xand reeu[Aon, 1f�g1.1latory 0011;errl.;, an r<tfec[ [c [rIe corns-runitieG v.'flerr=i w,, Iivo and work. Materiality MatHx and Valor Chain Map trq43 i%Isecl the 1I1'dings of r,;,r materldlily sscs,rnient to fria0 the 13,•:'7riti7ed Stakeholder Engegoment Afli,r diam(I'Virg 1-e [up'm.ti+..^ toPlcs Ifl a rr's_rr,x. I.,nderstand N [Irc,impact of our busir7(..;s : onjsbererd rr7(x;t material to Grainger,koro ongaaed ','r;[I7 Ii'le,r77I t M.U91101,11_he life c.yolf)of the%9 dutlons v ,offor i:3 critical a.i2 oxternal stake[ioldem, inc ll lding[earn ale;rxx s, c.:starlers 'o d(:voloping a�Yarrip r(.hcrsivo approaol11.r q,�. rlliU ai%0 `L:uppiic 1.y to;onfirin[fIe sub.aot rt material 10.0 cs t.nd t7 •,flew r)ff(,rs inz;igf•t In'c.where i�;su.,s IT;atter most, vd:ilc#Iso oeterrr)l:'.,thcr ralative slg.,rlflcar7cc,cA- onch toalc wl.fwi °ho help Ing Is pri(,•1i7[7we need [u:iifl-,nonce perfo ial"IC^, !;k-bsat -'7.,r w)jecli'xrs wcre to ensure rc- rcF;nntation from Ihis view oreal.&:; 3 sahirod urdars[andill�j Of h,,-.%,we are -vcf1 Pn•t of C;,I'value crlair', to accurately reflec'siakohr,Ir er Irrprovirr suPPly ohalr1 e'fir,°.,n�y, '.%,hill providrua groater 'I1terL-'tet <:nct priori[,as and lu prbriJ70;SSU136 tQ value to(3111.rlasfornar3, x t1k n^nn 9 C,RMINr%r:F? 2:716 COFlf}OFrAf1: �3DC'Ir�L RfSrfOfti�lr}11.ITY REfO;'r�r I,.'�,� �1n� ;,*� �f Page 555 of 909 • Grainger At A Glance -r Brand�L -rielity, AA I A LOOK ACRQS$ OUR VALUE CfirzlN � � . ■ I • PDint of orifi n fkr air Croaling uriqut:,aide and Studnq amo maxing CAI5to1Ier0aeph9 skipp:wr date,pr;v@Lc�JaWI cr c:muring a-enorlless bur pro"JLIdS their operefionSn rming nmlicld!,.� Dfanraed product* ougb6,nerGxpD'ieflCe to¢ustomem kl`,x User peaple s&=o L3 miness Gthlcs T pnlr H H@rWCI WscC # Cvr,'Iels rr Inlcrosi °6 C;araniC:rYd milraMln[ I GybbrtGeourltyLd # i blgltal Suctlfity # • M ..........- .... -....... ...- EGonvm'[$PerfofntanCa • • i • • ... ... • . 4'arbon Reduction Enarfly�Cilolot4ty I j • i cr Product Stnmldelilp • DwI nnyiFrllnlry Pmr&&H PmRrl io a6 RgnavMble En4FVV Rotyelfng and WsNt� • illil .. .. ... .. . Suateln,-1I3le Packaging # M ' i Water stgvmrdshlp is � • � Sqp ply Chain R"Il ierv-e i • SUfrifar ooJr ur elhlvs I � j Supary nhrJn aonGrti-}' r O, i # . Pi4pI:br hipY7nPnJ 2LPPb9f Cerrorlranrr. ...-.. ... ... . .-. - .. ii Product QLIaLIty • I # # I # # CL ++Y DIsasIerPrepamdnerr &Response supplier LHveralty CF O i • w CtLEstumor&,To,lnlhleml]er Urety i • • • * .. .-.. .. ; . CL WDrkfarco f3Lvcrally&Inc luston i 6 I,ry�gdiy • 'hlprklnir devwpr9FJ1iCS ' I IL TaluntAttraetlallFind Rotenllon Do'naredallty pros;uss IdentmeEs the austeinahfily lopIc s moat rolowanL in our mrnpsny from the VIP1V ssTcur Intimal and exlernel a;e keholdv;s.III aCoardance with GRI Sian 1a d 1n-DFlu Tallon of ilia meiorieJ Lcpic and:le BDundery,%vB'v9lllgnllghted air most mateiial toplca end indi;:aterl where and)VN ll-eCy AfiFCt 01-'r value Chan. Wue cialn msps displly Ilia primgry acliriiim;mrl slakeheldors esSOGBterl',x'IIII aourcing,sdli 0�3RD:'conEurring a Cpinpaf V's eanlooE snd,rc(luM.ThlE form of mapping allom Lie 10 aoa whofe QUr n'atEdal IDP1M aifcCL Wf UOJe ChE.n-%1,Nle IT nny Cf IIieEs MEILCfial 1odje.e sre rBisted to ac:I iIF-s thEt comr will1in C;nInge-y's dlre:t opo ratloaS,corps kava ImrIic:MIms thmughout our nAre we-ua rhein.The�raplllc Eba ti EhoEvs L IL! :LIIIday of each of Wr inaLerlel boploe. o GRAIFA( iia 209 C0FIN0rIATE Sr)CIAI. FlE9PC%NSIYiILI7Y REPORT Ej F� Page 556 of 909 �{ r # MA 1 KEY FJNDINCS FROM OUR HATERIALTY ASSESSMENT PROCESS Continuing Engagement 1'10 intFY&SI. ir- Gudngnr's Inatusive and Diverse Culture 0..r„ustorqars span -n51 ronr7vrltrj,,Sr.•7,i I and Govrvrn rrrn r1-5Gj I roille 9:}>,}t:all rep re se:-f :: c,,y deriograph,c;€a rt:...p, and ksrr F-r}gg9sts a Aced forgrap-er c�nnlurlic.atinn,3 r�' SLls12:r it.ili-y t_wesl :- rve thern'.V%erI ou•'arorkforce 'e'loos kl;�ir Jls+er ity. � onjeu;vE8 and doc;p,er 9nCgagerne.'7':Yt+lf1 DIvers.ty it{{ire;Lis belief JCo the-Llrff,rrmt nGed,-,01'€u- .dd-oss sustalriablky r.hallenjea a-id :}o n`tl.ln,i es, custcrners-ind d91i5;9` prc•du:t.;arc services that mp o;e t�9 r 6a.ly livr.,;,-o give cur slat choldere gr!�atm-visiri Ly fo Customer Data Privacy ri iF,o'd1010�]+{i;'{}len,;,'rye the diverslfy of ow v;xkforvv,v;re Icarnod there wa 517.11;9 if, 4 0-sloilic.'cmw—riellw9 rf'av U[: onhan:;&d througi=-'tic ri ve.u, rcleasi"g-rhe de.-r}rg,•noNo jata fu-ol,r jeorkforce. perscr:al d,7-;.Vdth that er) an.-cn.rnt, ne�v consinorxkions arlse ler organizations l,ke Gi air!;r.• it proce&sl-ip ttrat hake hi Leadership As SLI opllefs (Iontinue to I-)riovato and n opernti.-i .n nosefvarlce of a;}r:licable rag Alauxy e115;ir€}nrnsctally p,`9farel�l€; ^rClouo:, Grainger 17 ufCCueIkr raQulrsrrlerit�,anti maeo11g mafc}rnc.• ,)xp90-aliol IS. pcsitionnd to LIS&Its ex per-. wid 1&adershi�to 611rgarge � ve.11% suppiom-o i'e'p 'del-.:=V�:nn scw.e pol'cic-'a and $ MRO Sofutions Stewardship Diff vrer:c.€,s in customer solwlona the.; helo r9duce Pic onhousp gas elraild I s z^;7r o.oc-Irplax;,y, Iri IJstr�-ype and :}t.r r}rimary further-.rr(.l;irc,�lar&oonorry. +. uasiorr^r f nnkaot ca,) r;l�ikr. kh:; Iirk be Vv.-For- thC..e'.+oIL,tiu r ' of sut:iriinr•-ihil.ky aro the J1,3ll,mgrs out um;: Irrr;'^f�x�sa a -rl{V.-g t irrek, Our cus.€}:rrc;r believe we •r,}v^ jr. opporlmlity to:tr9rg-17en ft-at link ard.,reaie a di;tinct � Forward { Poslllve glc}hal sustainabll'r} 'f.,r,- 4vi'h out pr=11%tz; ar,o servl:,e::;. WHAT'S COMING IN OUR 2479 REPORT As 0r'ainger revolves,our CS1:1 report should ekrolver too, I Thats xvhy%ve conducted a mat9rla12ty assessment this }roar, and that's why aur Maur pillars wl11 change in 0ur201D report. Look for the FuRvard section at the end of each pillar for a � sneak proviowa&to how the reportwfli&dfust in 2019. Operating Governance Responsibly and Ethics Valuing Our People Solutions and Sustaining Our Stewardship Environment Supply Chain Serving Our People and Communities Purpose I 11 GRAN:I-_�P 201B GORPCC 11AT1` SGu}xL rrl:.,441UNS191LM( N[:-.Pr)RT �: �'�"'�' < Page 557 of 909 * ,�ery Operating Responsibly Gvainger is evolving with the marketplace, while contiruw�gro7a i MU- that helped shap4� us 90 year�,, agn- Ethics, and integrity defino across the value ohaiTi through a detailed set of businers pollcle.5 and procedkires- 2, I � I COMMITMIENT TO 15THMS STEWARDSHIP IN THE SUPPLY CHAIN CORPORATE GOVERNANCE 1 AND INTEGRITY Supplier CvJEf of Ethics Ethfial SDuroirig. Governance at Gradng$r bueal)assCGnduct'Guidralinos 9upplierfDwr8lty Maxilrizirk91'IwJuck GorpDrateSocial RoS}: nI ibIIItyGovornsrtco f`thlcs Training 3ruppijorCConcard clualityInour Pbao Anti-Oribery end Cofrup2iorl [cabal Brnds OUR APPROACH100% completed AtIrB na ,#rust, eW los and HIL are 2.k the cure of cvc;ryu'Ing J 009rF bf Grainger tDtim wie111OBrs tiro da. Thi„shapes oa,C'I.IR c}rrler In'€ -v-t;oris, 1113 stawardshi0 cf our r k x complete tralninq Por the 0110111%s supply rho i-.and J,e gi)vorriarlos of our I3u5,,:11e66' Conduct Gt+Idelinos oaclr y<+ar ommitMent to Ethics ,Stewardship In the Corporate and integrity Supply Chain Governance At Grainger,ethos and integrity cdulde hDw Distril7&ors vgho oalivsr products Guvornance at Grainger Fs built kve wvorlc an,r sorke our o�omlTli.lNil ns,Tho wortdwldo faro cornplex ohOle rroes, around the long-teFM in[eres#s of ru.#ulm arid scopa of our apemtlom requim ProduC`ts,materials and subc#ariaos nor shareholders and i;supported slgnl[icanl cpnfiderlce In wr must ba safe for[earn rnDrtrbem', by the cammi#rnen#cA aur board of tarn membets,and Mey wmistcn:ly austomers and the envlronmoat. Diroctors to monitor and provlde dlsplay�i aarrlml[meit is;xernplaTy Data and acntent an pr❑duc[s 17eltr 01-insgl tO Mur in their efforts aont;uc#- rhQ philoeoplji;ng autllned 1n businesses Ttay aompllant, and also to ueate shalthoider value. our 13usfness Conduct Guldelines and provide valuahlo knukvledgG and Supplier Cade of F=tl7ics are brought Insiots to protect til;cnviruninent, Cuwr rn ont About C,rCurpo a Commitmmn#t4 Proper tior#�ara#e to I-de in ous cdlabc;radve and inaluslvyd and tale health arid safety of workers Gove�ance culture,that.fosters a posidye and and Mrisurners, producti'K.'rrork emironr-nont. >>Loarn More About tarainger's ��-!Leam MoreAlbout Grainger'a (:onilrlitmontto Ethical Standards oninmitnlen#to Eth[Gs in its Supply Chain 1? 3R.SIrYGk.li ?;118 CORPIMIATE SOCIAL P.ESP0W'>1BIL!TV RrsNORT M Page 558 of 909 . . Y TRAINING, & DEVELOPMENT ON 121�AINGER {3LOnAL POL*IOIER Businaas Human Gift Antiklrilwy& Supplier Conflict Fadoral FnvirorimerYtal ! Canduat Rights Poliay Anil-Corruption Cade of Mlnarals Compllanao Health&Safely Ruldelin" Prinelples Ethtcs Pallay TnAnhig P¢110y i f COMMITMENT TO ETHICS AND INTEGRITY ? Business Conduct Guidelines Anti-Bribery and Corruption Our L3IK-J G0-,CILICI Culillrs RPP ly t4 all rc' is of Gralrger plarf;s tho 7igcost vEjlu:,,()n intngritI.' i[E b:l�Ille3G GirLjing;,r"s bLisiness, Lull df' ,rrm;bc land Ii[erriW (-.nal,These do'li^g&w^d the t:th cal can duCI of il.a dii cto'a, 01ifi.L. ,kearn €ij.:delines deli-le a ccri-imon .;gderoiuntilri%.i(.f;)thiczl prIncloles morrbxs,agerll�%. Oharchcc?ers.ustorn%rs Rn.^..'supplier%& t7rat gwde Illy wLy;,•ringer'.vc',ks t+mh c...;f7mers, au w}lic:r Pz ml for-n in our l3:,:s°n€,.;w ;:ondu-,=Guldelinrr, GI'Oilger � and rjullear)I,c s. In add'C n, gL1I-_ic.lincls rpeoiflc.I0 UUslc a-0- is comeri-trd tc blisbess pra(.-im~,r;#Ils.k are ccrnsl.;tF'nk}�srilh �vl�rrn.It.,(rush as our'ic e.iffic.r•r)rbc pub Is s;ud r:x%,gmeni:3) -Ile I'I P•lm'1E;t crthi[71 and legal sl;ridzzr: . (3ral1) er _wp%G#s firID c CM-0rap�y may be I"'I uimd for operallcf .;. I:%sa-re c:Illic. l ,,nd .qM,I c01-nr1ii..rlrvnt from all third�- rbcs (b�.Is,ness prrrlrr[:r.;, hn�kara, cc,7svllal:;nr-1;1 agents','!,:ti.�,V Ethics Training or C r iiger's banal', rrillderourld-i .t,S #3Ir7nF.S, ai G.' ngvr Isarrr rTI-D ll,afs iCarla rla ri are re ro n r;uiVA !`,I'{��rr'rnc~r�r teem ma�Tlt3t;rs airy,expected It}�i�.rmrcm�kl�at2 k)Ll I.()c:€�rn�,l:te biarillual IIrIIi-t�nruo-ion mild!`�.rlti.-l3rib�ry Lra.Irlirl� #Iloir�18rS011�.1 CO�Tu�I Irnpnt to'.-.a Cornpall;r's Nigh opera,rigani c..,rtifira#ic'ric�a�I�;c�r€;:;th^r8f�„1r6T�a!�I.;of krlis IsoliCy. e'ar%dards 6. j cortifying tc'the ir C[:'nlal anca,witl- '.)C-L3u.!ir,,.; C ondt,c,,t6 Ao'GIines arIrllj„Ily. In od-itlon, eadI r:nvy t.l,S, tealn Encouraging Reporting Practices Granger or7,rges morn ber Jolniriq Qraingnr is req ulreu 'o cc-nplo-e train,no a.rld a`hi rd par'y IU 1ria`ri;.,in a -Io'pli.io for anyrn'8(inside or certii lca:€}rI with n five gays cd II.rc'.. Nmv :n.o,na_Icrlal t.,.ri•ri c71its ice the uorrip}iriy to mport eth oal uCnrn-�s c'r colrip k3ints !rieuihcm,rrr,regL;lrec Lo comrl.-k4a traill I L?rIJ€i.rkifica-ic l r.'€<:r;i;ng company prac.ri:n. -,1,tll-n ?4nr-h Amerlca€,a7 -. ith°n 35 cava, Tear.rrnomN's e so uor7l.Ic;:t,trWri-g every wall a ;t cure, 24-hour[10ili-n rt 731. A cglolsal weld tr. -Free yearti Icy fall+} underaland [lie.,xo-;rka-!on of Iega arld Is al.:,U avai;ogle ut wyow.tntiv€�rc_corn{araI r. i he ccrnoany uthfcn'nollaviors de'iried by the 51.18ine88 Goriciijct t.,Adelines. Ickes a1 rrp)rts se,bualy arld€in^�,ncf to'era-.e,Io!al:akion ageirl:�I;c:aim n-nrlhers or 0,hers f€.,<u*ing gjes�icrl;cr voloir.g Isgal or el 11 crl nor cams it gear falh. 13 (-I1f%I"f3FR 2098 CprlP(]rIATL= SOCIAL flr;$PUNSIBILIrY I:U-.P011T ;ter Page 559 of 909 Operating Cr)rhjjAjT?AEMT TO ETHICS ,. ORO- a Operating Responsibly STEWARDSHIP IN THE, SUPPLY CHAIN Improving Supplier Communications In 2017, aur supplier corltrar'ts tear)implemented Supplier Code of Ethics j .�k comprohensivo iridirect&direct i Cource-to-pay G'sklrrn '+�crrks with#hF,l,tirrl+ls of suk,Fl crs f[. ,€€ar 1Tlrrc fF Br1 sol utlon8 da#aWse, whicll villi provido kis onTlailced -1.7 Mi li{x1 pro dl_lGks ..r}z d bs,oustomrF:;is:rial.%%lain, repair tecllrlolog Ical and dEita capabilities for rrkanag rig and c❑nr,aia Lhel'fsi:iliki:: Tu Help en,;ufr.; ',v products v;{: OL;r suppiior base. d i,;*,f ibu to, Bre mail I-x t;iry+j until doIivnmd wifh 17.811 othi;,211 ` hIs &ftlbase is a s#ar-cardti, u°-r 31-1pplic-1 Code O`Fthic:;fel+;Ur;eS 0-1 feu' •rla1". 'r�iri-win:it providos avers(;f(:ffllcgl sr.arrin; I1u1 11" righks: ,It:or,ervir, l our team rniflmbers l�II tura nr ar su , liar:;er,d fl�elr 5k;h-`.;1. ;pliers and arl`. {til uptlo", I p f powerful cap60lit308 wit:".dea-Irigs in#I'., ki.S., Canada and Mexlor,err, rx:l.vrfsd arf) ind our sLippilor tc)t;:)rr1ply'.jsji ii 1-2 Sul dqr Co&,o€Efflios. Th6��-:suer€}liefs reporting prat co s •nu:;l ac;I,%jj0wlrcgc;c1L;r Code o`:I_rt kn)arid agre;to:.ile provld€ng tho most oxpeofatiors witflir- as a cr.."d Fc.n u-doing No;ill cnj8 LiPuiefed infarmatlon Grainger, Pfic; h, orJ:oarding, a r'vw supp.ior musI agfee to ��} s���, availablrs 6M retrieving oo'.de b 1m{, Supplier I andbook,wh&,in{1'.,c,� H?-,pl:cRbI,-; -the Sktpplier small and GrFI^ger prl.::es. trarlsporratiorl equlr-3mon;s and J.e S,;PPI'1. diverse des€gnaliora more aat�lly,Mso, it provldos our � Code ,)f I._'lice-A'I S,:pp'iors mus'.agrw, !o chide by t176r=^ small and dive ma suppllters with compliarrce-based rules va'corfirm this oy tiflgnlr.g a Sup 11.,E Ag?eeirer# I-r.tr r, reminriers, Iika whon to update their%ri all acid diverse certlflcatlorfs. Supplielr Diversity Gra.Ingsr has rr.fl;e then PO yoanrs of expar1e1106 ol`[ering;mal al)c'i(Jlv6f8F'c L)r1".panies opp:71'turillle3 khrougr, two oam. pmg.ram& Sinalf and Diverso Suppliers Graingc r DlstributorAlIlance progrMn Sinc.F-2006, sta,tocl it:;8-v r?,;lar F)iv ,mhy frog-am in 1�i.D9 rtl #hc 1_]isf-iilL'-cf Alllxnoe (DA) Frogeam han., helped assist n fir❑,v1"g th s;nc:tor{:€file aoonolrpy vvl Jle w cum=olrlefs sLippori Liv!+ rs2 I_ri-�;-rprises n{`I:lirl� cust-amSi crs uf I:Heir:chs ro {:YdeM clual:ky pr{1{�u:3fs A.fllle oox;c)Iidating Iral-its i1 im%,o. •pair and op tirl fly 0 ses, m,_{ic�)y small,v„{_rrer,, m noxi#y, 6isrlhled,`otc;m-,and Vo-e 1-an F') CA rrlemhkir% res{_11 the"UI! ',7 mil iorl Products I (SIJ I:uwrled Gfaing^r offers thousordE.of i'.el'PE o€€efed by Graiii1 er ano pr.^.l+l{.j+_serYIC95.!7{',i%1+)Irier:;with frrrrl Cert€`:er.i t�L,F ller Dlvemiry tx,S--, eS8es#n rrr.lr{. Illzarl a rrlar-dt.#rd p•(:.lurergen-goals 1{; support&mall t1lrlirles5es mil'iorl C.[G'ain er'= U.S. n u.Mn•rior:: LI iIc-ugri ik�,critelur] and -111d Prov lkl-errlrlC+ym911; m.i r[:rfunit'66 to%vnrtl{:n,rr,iriQfity am, ciiR` ii�k fi l 5 chr n '..slti. vetcC in-owri d bL16in5';RM;- Tt1v DA womhcw h;orle i,: f^e .17a•'y poinkzi of t.{�",fetif fof.'1(3 C 11 {lrrl{1, Inwh,;ding R.,g-wial buninczis manarr:;'s-i1)u menlor rht:d.verse DA mc;mhen,and act as' �iaiscr br,hveen ;ra ngcf,tl', e;)o ouskrmf:r art{, the CA, i4 f:RAINGEII 2U19 CORPgl V-7E SC-GkAl. r1F9P0NGlk71r.1TY REPC1 ri Page 560 of 909 A FxRof Frow 01.11' A 4-�Iftej-r--1-0111 (�Ur Gr.9 lj)g.,�r At Operating VE I I LJ I I I g<X W r,I A�-,I Fi I rsf I I G Q k ir 5u ivi rig 0 tit GRALNMR. ('hairiiiinvi Lyewtive-spow;aT- A 6 1 ance P L�I)pir'. L;,Dvirwi ment 00 MM Li 11RI P.4.1 orkiRlITMENT fl)'-I�Tfl 106 STEWARD 6 14 1 P.04 Tk4r;.SUFI P LY.CHAIN. CURPO IRATIO GOVERNAE�Crz. '0p'e'rAUhgo- -'kN9JNTEUR1`1rV- o f53 �5(IiDpiier M 19 11Cftirt Ccil:�, AJA Rim�nnuibility 'ResooilM PL!;iI11!;f bly SHOlier EX.12.T.ly ii I o.ir P v�it�� C,.,,v��:nanca LUel.1742iids Supplior Scoyecard 0 RA I N GER'S 19 T M ICA L� SOURCING PLATFORM ic-..r I-Ini-orn71109 ?V Eir%agel)1el'i j p "11-1 i n.-(,,g ml rok, in Or H ir'r, !q-tu.tcIg i,-,I)bj 9ctiv&s Ly J r M i ig�ju I:, (%..[)C,.mj 0-in pe:10,11 iEj Xf---I c .,(.,'ivc,.r flawl 3se i,,ders 10 C)u,,C)u4()r%ic,,r X;J63W. 11 ie L-ar-i v.-c-m with our S UPPI iis r base 0 1 aop,ox iryurit(%ly spR 5.2jo su o p ler.:;1r, irrlprnrc n.p fwatir�rio! o-3r:ormaric;e, educrltl, on Grainger's ShIpplfiq v;(jLJi1'01T'0ltP., rind drive co.71,lance orl Human W�;htr labor rc,,).f3-i,%;h-nent I%LiruhaE v orders I I:aiding int.)Our net*,ork and drop%snio orde's deli vercd oNxtly-)r:jr :�r.l partrigr',performaf ic.e vv th a rymritli y On' �nc%,9d soore,naru and prrw'de faeclbsack a^d offer it perfor-i iance arras whore 'm p ruve-Tie.-I Is needed. V-oe ti(,c.k to orovidq rrir=ia-%Iriqfu' i- ,).,rigr-r.@-j0 areas whe,e e1r-I6eri-1%y lEnvirl5kirmfilift Anti-Carruptlon can be galried.arid 0-Dctivi:%ncm ran --3 irnproved. Partnom In Perfom)ance Part-c)r-; Iri "Ri-tormanoe s ar%. Elbical SOUrcing annual Grn ng-a-,event sronaund'%)V GLY ViG�- and II-I minan R Ights At Gral n�er, 11 ie via-,v;n c%,ono uc-b L B il'IeSs 1� A-.-)rrhandis,ng arid Supplim 1,-.%z;igmDC! an,import-rint as the orod uols Lind 8ervicc-L,ry-,vp,ovide. G ndnqer Ire rccoprii7.;reinrl oeleb,ale j( )p Pe r lorryi ir i i ippi ir, P yell as Human RIQ hts Flriii �1*3%9 rf3f-i3ft our phi owphy orl -V,-i 11 -o aJ:S'Hftr,,ri rin, i-ifc%,.,,n:.I'S SLI.o Q Iler Orj;r ir 01-ji l!-.y Li 1,ni it G md-,C,a"0iw)oiudlq,� 1hp -j�01-101 91C -,I bjFiCI r. kev iriidadvand Mrategy.The 2017 vias canlnitrnen!-lo prov ding a and Iraii vwo.,Ko.!a(je 1h8i LIP110 L;. !ar 6 :;ui I!u.ouri the foi jild---!:'c n of valyls 3 leis pruvido to and 'aspects interrodrinal huryvirl dghtci 5f�mosrJ2.Thev---prkicipl-;%ci 3 ral rqer Li rid o1,r ci j%-*omars. rTG applicable to all 0 raIr Igor k:-.r2m mwborq and Ura apprnw-r, aid mc-itored regularly Gnjirwj�,r�;rmnior.9ade'd'i 1). Ox Human Rights OrInc p es vrealo 1h.-ADIJIld-ation L130-.vqhIG I)ver '�:. I M1.111d veo*place. hui M%ziPi3f�JUI, ilIGIUSIVe a =!1hU3I.Y child or forcnd labc.,, a-%.d v Ja di:91-1 c-f ripplick-le la-ae of leguiallor s circ cxpl-c-it y proh b iled ar i j (.x(,!i jdad from G raingerla workk)i ce as fja,f-7-f thase 1)1,lllo iple:%,. Conflict M I nem Is As a cl ietr lbutor of I wridrods of thou Be hds 0 I--rand,-<%, end p,vate label P-r0d J C.8 Mar ikjfiqrw,o I Ly c on%pdi,i;e,%. lcc %atnd amur-if%,'thw e world.:vs a-e Ir ivHr ably many levels removed frx-.r-.i the h,99 nning of o�,-r sLApply chairi.Even ;c,,(3raing-ef 9 j. ko acting in a soclally arid erivi--o-mon-al!y responsible mr-mm-r and we take o.-)r res por i�i t,il iiv ailh ill the BI-pplycI ir I la r9i nge r 8uppof 12 the r,mi I of �1 d-Fri-9r.�A of prrwi�nting armed group in Zhu DINN.cratic Republl-,of Illi: ..... ..... (,ongo and lqd.biri'ri -rrrn bonn-i-.Irig i-rcir, Sctjrci-lg MUM! bY%rim.-U.11 IFE tiq-Cjj:jrjEiy di'd Suppik b,j 1:1? ::;II-I-Js 17--h ozjv 19ndraE of-F3rtain iTiinerri!s frQ!rl Pial ra-L)i0ri. 15 G RAIN 0 ER 201H HA'r I-.' SO-.:AL RES PON SIP 11-1 r Y R 17-FORT Talk <V Page 561 of 909 • • ,t i FMNIMM ENT TO ETHICS ORATE f' Operating , r Maximizing Product Quality in our Private Lapel Brands Simple Return Improvements l Our i%quItlnational ot;rfinp :)udiless IJIduc:es tPr.global "q I i�ITIAT I���> In August,we began cornrnunlo+�ting � and an in 7rirr fatililies,The team,;:n`r.^sc: fac:ilities focus on wit a t❑p f Ve cLlst MOV to bottor all❑mte aria forecast ordofs rylairIIairunp the I-igh qunlity n-'our Priv -e I---qbel'orar:c pi-Muc.ts. as an of"to reduce thelrTraffIr 80,atyVest end I-Bearrr! Our Return Rata pnrtornarte.ever the rusk toijrvf;ir:;, reflects the Colurnn Protactnf simiplo rOturns,At the tIm9,2017 YTD e;�ac=ivono h rt its lesllr a d enginr,r, i,g t d fuLus on diivi-%j return dollars wars trp 8",compared to POW Mprc vorr-.cmis ir:.Tola1 RetLIM';rt pries lc: late grand.proctj ftp. F FFFGT >> Slnce this OOmmLjn-1rRtirn,the 43aLes team has voorked vdlIli ON ustomerto^reaioRlistingaiWldin� Return Rate Performance V�c% rio-m uro Priue.ie Iphal br nd types and a recommondM gill of Matsrialls forocas;to cr9ate quaiily Itlroughthe retu.n a1r -A those prcduciv. Frrcilar.- rook rl rain a onnsist❑nt,stardEiid orderl:Ig FV+- odw1o,-Th is leads to less ;s(;alcu'ated as a pf)r,—,,W 0 ioi�)I�elu-n dcllrm av,;r cosi of goods rnaterlai being❑rdered, he.noe lereturns rfs4uasted sod (:(7Cati}. In 201 ti,overall perforrranc,tvaL-3.20 percent, and pro❑eised. ()tir 2017 pc;lofn dance, It?.fin f.;;'t,c: ,l,m. -2 fFavxahI by ?'. Ur i m.int.,cwc:r 2016", *11h C(.'.t�t}rn'mai;ri-ly f at prom 2016 to spa.7. 141 1 TY t�713 r�f�'a a Ps Rc�r�7 OF PRIVATrg tAt;CL rGG6 bas � M ; 2017 Owl p.c2) K. 2 points . 3.4' YDS -all 93r•v,• r Y 5 G� 2.0 1.6 1.4 Percentage reduutlon in total returns in GGS Products 0.0 -- — - - 208 217 TOTAL R.EYURN$ A5 A PERGF�NV or PRIVAi2 LAUsL. COG$ 4.4 INITIA'1-IVE >'> Jn the etrrnrnor of1)Q17, nurtealYl identified an tjrr,ar itl a c+istoma r's EteotroMc uata 8.2 intarchF�rsgo(FUt),A dl rt z(ncy In the pack quantity 3ry _F :''.y".'"t , 'a h ;_ ,�'�.; . }�a ,,;�.z=s•� :`°'�� of Icnit gloves ordemd res€rlted In overardors, a spikc in icturn d❑1lars and o}gral1 wastr in thelrsupplyrc;llain. 2.4 By working diroc:tly Vdlth thE�lr punct;asln6 toam, tv�! �dontffied the dfscrepancy, curveted their orde+ring .;.,r{I•;� fir r.r;A'I ry` =1.: 1' :y:' .':.,5,-" }� `.5 s tern, and miti ted the doww3troarn its�IPaOt. f•M1YI ..`.�: ff M1ai3.. �fY t ' FFECT >> SIrsce this caarrootion,r �rS I c�turn dell In o.e r .ry<.;;,;:; ...: ,::a :f•, t•., x%v;.',;::M+' hh�-categn y are dcwri 91° 2x14 2076 2016 2017 le 0FiAI7JGrR 208 G0RP0RATC 900IAl_ fiESPONS=dILITy f-1L-;}0R'f {� �i�� +� Page 562 of 909 Operating "10 rating Elf Ett's ` * ibly Q11 Uiry in our CORPORATE GOVERNANCE Governance at Grainger JTIGHLIGHT9 Or G0RPORAT2 GOVERKAr4GI. PRAC710fq* 01A.-C'JITI'71I1.1`Itir7k 1.:)!;ol'f�ol't;ke t octal�65'fSci;'�E,If}Illt�+h(;.�1115 41'i1.I1 :sur 0 DIrec1.ors. Uur bnr,r❑, 01.11ded Isy 1.116 Operafing f Priw,1r Ies forthe an:,rd of QIregurs, It: for the ANN UAL REVIEW OF IW11EPMDMT$UARD ow,m<;II;tee a,csr'.Ip, �cvor.,mjl n and pefforme.9c0 o-. tJ'rainger, The bo&d owwsoc-P the owPa''} ,busbcs gffair:and INDEPENDENT UEAD DIREUfoTl htC,Jri#y, 1.11-XKS W1.11 'ria.nagrlTlrnk*o de#ernlIne 1.f 1e[:2rrllr�nv:%s k miss:or; m!e Ic_.nC-ta�1T1 strekegy, es1.8bkflios CHARrER5 Fort WARD GOMM i-TEEs fir nclal reporll7� and a=,c;;oc;r,(,.'npa,y r1sks and str^togiaSfor r18k r iki.,3f nn. INDEF5GNDENTAUDIT,4bV�kNANGE AND NOMINATING.AND COMPENRATIObt COMMITTEE } r a rol0Rno9-A"1.1` the 0[),ra3ting 1--inclples for 11 1e Board ANNUAR BOARD GLFCTION of D-rec1.^,s the f,c;.rd melrrains 1hr m- comrnitkoes;Audit Cc Mitkea, QOT nsatiDn gom1711#ka9&.ltd B06q ff i1ns.@11 ENDEPENOr-NT DrRrC=RSHOLD MEETINGS WITHOUT M.AMAG@h1ENT I'1Ra„SI�#47 Nunlinat n ❑rn r#-tao,TI1s tfoard f1aE,c�c:lr,��>a#ad�,u-fl:�ri1.y ' -o of%ch 00NMI[Lee 11'mug h:n:iividual cherlers-r-;3t R�GaJ1 Ak�OARQ QN[}C{1MPA17rEE EV1hLUAT1pNS � i 1.f'v rcic:; 3-10 raspcnsibIlilles of I.':,s;rrnmitkeea;n accord.nmc d k+,kl1 the Drer 'in a Princ,ip as. Only IndepwidenT directors RE13ULAR01rgECTORFF15LF-f VA1_UA1n0MS se,rvc,orl#I1rsG come rd1.1.ec:s. CORPORATE-GOVF�RNANOE GUIDE'PAdEg Amoi-,p the re8ponsibili#iec of the Board Affairs,nd APFFFt"Er 13Y THE 130ARn Nomina`rF ornrnlitee is rcrfif,s+.rir and provldiri� �41.hcpinr;3 tc manzigerrcr'f on ),Ar Corporale So-viail I Jc,;pc. &il7il;ky+ BOARD ORIENTATION Ai%kDEDUCATION PRCm�;[zAM i :licies and u`C r rrl.a, ;nrl�lninc�onv.ronrrlen1.r .aunt❑°n k ihty and :,ur%irnunit' arg&--+vale"1.. �=crmrielrAnrci�.ll�r.:,��.ar�i�i�reCorporrii�G;rn nianceface�h��k Boa rd Qu al if i cations,Attri hotes a;Ind Sackground %3relnfz(-.r is Qrrrnmitked 1.0 a ril}rc:r::^,c,xprrienced and 5libr3rrf soaro, Our Beard i; -urrcntly conlprlsed of 11 dirrc#ors of iT�l Board �� �I� C:�Of S C}VE�f C?L ��1� vrvying oxperience aric bri-k;rat.,nd, inolu6ii'ig Iwo now support„ Grainger's cor-nmitment to Clrecd0•s appointed in 2017. ..',s e'esulk of tra R rd :�n�c}In;� being a good orporate citizen, Pat rc 7es11r1ent 6rf�ra5,,r1.r,aaced lire-,-.ors ak ikn c:xlrc #iyo in theo f belng a good corporate citizen €s advancing shareholder interests through t:�c,h,-alcgy anal Cigilai spi:c,, e;'aol1 aS ir:;eac ilg uorporz:ko� involvement lth the communiVes the souse, re8ponslhi'i#y inik'atives [or a g!ohal hushess,Our Iwo Company serves and promoting a 11ow!3a. cIreclur;a. Iinn#riz Perez and Luca.,Wp*,;on, have su t Inabile onVlron ent," :rrh�n,eo the Civersl1.',+of o1jr Roard in addllicul Icy�Hnging cru LEVENrcx LI 10 r vrjIt,nhla f,ersoacGves arid c.xp-;r:e-jreS, LL 5d DIRG❑TCA.f'HAINC'+EH 17 ORAsNx ,' :l'{ 9,01{1 VOZP0RAT1._ rtl(;If',1.. RESPON8ID11. 1T`f REFDRT Page 563 of 909 I A 1-019F 1:1rolli ()`111' A 5-ettel,Fjom Our f�miil�jerjL�t Opernting t I if L�j G!.MtHinilfk� 01'r S AViA09 Q11,11 GRAIN= I # Operating f .. ` I • s • Corporate Social Responsibility Governance Tho Chane' fur the Rcud Afair:; ar.d ' okim �aiin Cumini:.tae (arairgc:r strives to S(�r.+7 n..Pers reSpor,vicly.'I�� vu s:,,vie? I� 9 I har-.s -ti tyle pohrvi-of our-;)urid businet'=px riulples,s,'ang of our Board of Girectar,indl lei 3 me respnr..q'!h-1i_5/ to revle* sl_steinanln f�aciliiic E%and 5ngacgod k�c-,'4oroa to dri5,c. n.i pro5li e IjU cur,{to rrrrrrar eluent aholit c�r�r �}alicles 0'10 thc:i,ivekl rent and rtratogicv dlipnen#of 01.11-CSR p,orrom. .)'ugram9.,%at relatr,to oul CSR progfa-n:noll.diri�; e-1 rcrmenta l ;us-.aii-.abHIj and cniTirrlurliIVe,)gagerns nt. 17t:.,:-.CUo,sthis Struoturo acid Strategy –ha F,'SI r\Norkirrg Grol ip. rc,vivw or a)annual t:;3.ais, vli,%h hform-Foil provided 1�{_„G es-ab lished in 2014, i�Ieo'by o'.,r\1 i(%(, r'reslden#, Prn:;ic:c;riI ^SR'Norking Groli.:.. h,lerclan(IisinIj arld Sup-)Jer Maragorrlei-I and is�301TIfx)sud e' le ades arc ^lil jt;t;i aia.tteI eYper#,in i2��Jeled L11c#Ional are as. The eY.9cUtivc sporisor of.he F..SI i s,Yorkinp G'oup terry dc:-a Tl7asa r,r1ivc l,als lead p;r ,l arn,}that tiuu pork initia#iw'c:;k!rit}I . gddaroe on kh.. imple-nenta--on of ou' CSR initia#i5res end our fr.,t.r rail ars(Ope,atirig Valuing ou'r' cp.e, ens.res#hnk proojran l de-yeirppian- is&,signecl R h our hli.ain(----�s `}I.ISk7ininq our_nv'.rclnm9n#,)r.d iv'I-dillg OLIr-)mr-lunilie 3)and af}}activor in mind. Errs mfcpc.rr.ai:alc: of h" D i:3"nnnting programs to d iv'') r-rug ross T,,.w,i,d our G'SR goals. In 2017%we added t*o ri ve men-befs " 2(1 7-*e-IaUrlch d#hr;( ;f?Ikc�vis]ry C�ul7cil,ai ::rriall�raUp tf);'rc: veor?'Tig grol.ip hring%riA expefti£e in gala pi"va l/. of rib-level teary mrrnbers v.ho;reque-it y ir,I(:raol.wlt7 disastor rel lel and rorpc,,r.ac., aril ervircnmc-tal'y pre'emble ,i,st.)r-ie's, Inves#crs, r,,,pplien', or have direct F. ,-%) sipIit 10 the prcfjuot pfowferient. r:ve-iue-generating piris of the business. Ihf;p-oup's Primary .. c�hjeCf r tfVe3 are mvic;v E a,a[Eig to Fra1a�7nnss`.otf7a prog'am grid to anoo,;rag�-)cevelcrpmeits in#r2nspairerlvy t�rrc�ighout the o,ganiza#ior. A(ldir-P ,earl marlh.rs 1r1 the areas of r-,k rrlanage'nen#, da`a -r:vaoy,oorpc'atF�gDv.�rnanoa: a-d I:1rr2 `f "k r ocn#rsw#r:.�ln�al id mar seting skra#rgy,ii,u Cou joil kwil *nrk t.) an'arlca aur u'-rciue value for Ml isknmF's,Avrle vupportincg Urah.,ier f•iWohiPLtil# .A * as esponsiblo L;tew rd9 of r,%ir bl.l^:rrc:ss,The Adv spry Council ' ' * repr sFsnts;�rrleanlrgfu sip fxwaird'n ou'CSR F%nn c�:�mordte �* CSR • dt:zen,Ship cffr rIs in a vlay th7t is;authentic 1-0 our orgDni7�niLlri. WORKING • ROUP �• SA FETY Forward H#T$COMINC IN OUR 2 19 REPORT : SAF AIH$.t':.' + Ope:atirig Responsibly void become GOVOFnance aniJ Ethic-,q • Subjects wilt incl:ide Business Candi.joE qjidelines,Team Member Compliance Trahling, f.3rra d Governanoe, Data Privacy and CybnrsectlrAy,Glrlevanoo Rr3portlrig For F#hical Bou rolrig and Sustainable PackFi.girig, ano Solutions and Stewardshilp is GRAINGF.1.1 2arB COAP0ri0Lr. S 0 C k A L Rf-.S1;0NS13iI.ITY FI'P0ri rA Page 564 of 909 ■ i + � A i WORKPLACE SAFETY A PLA(;F, TO THRIVE Saiaiy f erforinanre. Team Member Experience r:[ety{.LdtL1rE TokRl Rewards 3 I Sy8t2ms anc�f artne�rships; An I€I(:hjz;ive 99d Culture GUR APPROACH { At ,airger,,Ar..:) 1�9'iava or%ly'he hi.3l7esk p!3,lorry- r, tapIT1s-- learn!; -hRt maximize the o:rva, of op nlons, ,:�Irs W3CTIV98 �)r10 •._LIIzJIRl InslKhts "All sjocaec' I ,ofovldl�~IP ILikni n der va ue I-)% i.pidq c1lar1p1n.4 rr'<;rket% Foundaiionril to thin Ia t;ie safaty,eligayerncnt, Cevalc-ptrl(=!-):, diversity and Inc l-)--sivaness of cur c kjlk iro. 51285 Operations team members completed 'Jrs�E�pls Team Member II'i[:hision artd safety traInIng � .s t ir�r s DoNv4-sity In ger is c;ominittod A great cuz;inmor c-xWnenco At Go Ll Inger,trio val tie to providing a safe wnrN starts OT11 a great team arrd resparttha diversi"sy erlviiurvriont and rnsLlrfng mamber expedencei and of our individual differeric rs_ If we p ul s f ely first, to arti niEombnm are thas�p expo riencez ir€+ Our inclIjsJvene.98 i8 sal.)out properly trdfned In ail driven by engagod a lovoracgiltg our dfifemncvu; we keep Ourselves, our n,pects of their work. etfec[lve leadem.1f11e p roVide to realize betier businnss colloagues and our lovod otlrtt%arrimom bof&velth rnstifts. IS is aboutrraating ones out of harms Way, >>Laara More About trainirig and r ekrelOprrnent an arrirIron mont that Wor4Lpluae Safety designed kO help tharn feflects thD value we 1]ilace I Don'[ wait un[i I is too late! sucraGd and grow thair on the indivfdtlai strength, Make every day count careers.We focus our team members briny to for you and everyone ritforts In throe aroas:talent work oath day_ around you - �F J�1��„ inana�ernonf,toam inetnber well-being and creating :>Loarn Mcim- pout an inclusive and d!Vorro InakISIOn Mid DiwIDrsily worlcpleco. at�3rafnger 1.1110 JAVIER UL VILI-ARBEA1 >>Lanrn More fibout Our 1.fue.1 r�vlraur�FvrA1 1EfC I I ANfi SAF=1Y, Toarrt Member Expor]on�q �1741N�FFl rnFxlcx} I 1E- 0RAIWa,L'n 2p- p conr'r)I'IRTR GOCIA:. 131.-SPONSIBILIT`r REPOR7 � lei ,2 � Page 565 of 909 # C f . + i y ter• r y � People- I WORKPLACE SAFETY bettorperbrmanGe 6 0 On LTIR than Industry ;ra'no':r's Envl`cn`nrnral, Henc, ct3,lt + Prurar ;I�.H .k,t;cesIgn(; 1 . average to -n-PC,rate El.13 In`.tkatirx.:; !Ir Ito ail rj5poc.is of bus.nsss operations, The pr;)grarr eroo-n-n;;.ns f lve key;Fame).-,erII6; 9 Sprains r Stralns I ■ Leadership p`r,5rided through prirtl lership.vikh [)f.erarlo:_s ;". Sllps,Tr:pr.arra rolls � A, ,lrrd EH Taam.a, ■ '01"-.Y Guidrl frcnti L vll.11lfi Cc�71 : r1 af1C I f�UI<Attlr}r9L;Ll'rr ncnrrw; '+ S7udt by crCaught 7FRaGordablv- in I3ahvean Objec:■ EdLOatlor rarid A*aroness Sl+"ic;f'.IS dissollllll't(;J t"roughol t QA raln�er :ms; 9 Cuts!Laoe;afans■ Goa's nd Vea3u`owaitzi do-1mid ss Key I rf:�rr ance Allerg c ReF41:lon f Ind oator%c;:,rl+J �<;•, grui&Os * M-onito`,ng and Roc i ntion t.)evaluato pfcgrc.s,8 ''-- dD Other Ih9 year and reocgr17e ad,icrr�---'nenta, EHS`s alto rv-spernvlb G for irtc�rp;e:.�rip and q upon applic Lle federal, s-.,tc.air id lo.-al r(;g,iIniion�3 e.')dlof prr)P7svrJ kaplelalinn rol&vart to thcn Dccupetionn Health&Sa-a;y AAI.nlrlisiration([;8Hr,), EW,%)nrl;;W11 I Protection Agan,,•,+rEPA)%a-id the Uc partment J of Tran,;parkatiu„ (GOT),c]u :; fel progrr-im i'4rtSifUCtLlr9 i dcdl jne[I to `avc%rH"plbl2 I nk, sor; taralr er hnrir{uariers .o fislri .. . oyer<;Jk-,ms wl:^Icoal r,.x.,)c,iiti and Fesour:;rns HIIccateFj to e..ppo,I irn7larrt,rrtation repicnaly. .Ifety Rarfo ma nce The s1f^t;+u i oaa I 7u1'facllillea Isa top Rriurlty,lh'e won-irruc:10 maks;t`idcv;In safaty r^r i s u.,r Lusines% trcrrdi rpl Ell pe cc rt ah(Nc,,the '3ureau of Labor and Sk�k`�tif� (BL2) U.S.'Aeho,e:alo 1`rcustry.Iwer�igs`cr I test Tirrle holds`lt:intra(LTIR), Repetitive rn7kirrl sprains and �`.raIris are the,9rc;ateS.sourwG n injur;+ .n our favi iti s In Ilia J.5. U.S. TOTAL RECORDABLE CASE RA'rt ItInHl.9{3HT In 2017,Janlwanv lle DC worked withouk s.5 .2 3r2 a lost time anrident 2$ 2. 2.8" (M)with morn than 2..000,000 hours. 2.8 2.0 1.15 1.4 '1.4 0 U.2".'A�Wa6a1a 1.5 1,3 f,2 V 13 IrAustUAvera#sTR;R GreinaerTotal 1.'I 1.1 ''1.0 1.� 1.1 yi-0 1-d' Ro:�idableingUent 0.5 0 0.3 0.3 0-3 -3 0.4 Rale[=RIR]Purrormance 1 12 C.) U.S.Wildesale lndus'fy 2011 2012 2013 2014 2015 2016 2017 Averega LTIR I GralnperLaetTrne Incident Rerte(1-1.1 R) "WEciaarri�`mEAZhaanai?etrAHr`ri:dL i5aiWa PErrormano: Page 566 of 909 People i ' , en C"Miallo s � r • Wc cmntinllc?#f;align erid t-irrd:lyd'?e sa?etV pr)r mrn�across All f�pGraticnal learn r%vi l e's uur oporar ran,through our veeb-t:<;w'.d _ IS Manfigr� i tiy�teM. :cantinur to de,llunslr lc: Ilrir Isar:oral s Wh.,,t1 Ile1[a�;turn c;,)rnplex. glrj0al f-,w pliarlre requ11'err tit!; i;'tr Eafe:y Ly Ex rTlpinti-Li rr rrlilill�auanl, rictinn'lhlo YOC Sv , .l-d r.glltlf les sa ;el y risk;, i ca s I� 4 I ��rc,:�u rrri rtr:aat�n . Ir' rl;iftl#in;-, a-c'trerids �c- ,s grocgraphiea-—hc: Unit r�C I 1 u'+,+al)d III•'cs„ iearrl T1:,rrnc� ti r 1 r e-oe,,ll[ Ill: -c;t I�'.�port1119 fvlodulc;Of kho�ys;em la a�livL in thea f;c.`opa!%V+,US. ove1�+ IIS +vc:5}^�r,5 r;r d, In so!Tle aperatioris-ar:r1 if,:,company oci1'1ple.::ci,•rip,m--8 'ation In tic:% r,aaes, a'lrlua"II',+. I^an- rrernbe,s IjK in 20V. ;n-nolele Wail ling#r,to Iy under sie.rid � F the ox pedal ori of tar N-%viors defi112d Avkamgo traIOng Near Miss Ewrits ,-,Ned, 'W';P EVG-t Is all unpIH-nnd event -,S' the Globatl Enylronmental Hcjltll Roua3 por opera#Ions Ileal did riot rrsul#In an ll)jvr%} ball i"ad 7r,.e aotertlal .0 Cc:sr,, team momberFn 2017 nand Safety Poles. Ccdecl:ng r'eNr-,r I^$reports 7e ps ur,cmn-(1 R Cil tufa heat dCltlf�;a I and conlrcal3 n 7�7%rr..s,',vhicll'.V;li rvOucn risks and the po:cnrial Safety kss6ssmeni=s In ?.a'7,t0-ufl"e1 cai-'crGntlat2 Gr€Eingcr I ;cr ha,rr 10 C raingc•-darn melrbers beAr:•fa an in:ury occurs. a3 a k adw fcf safely+bC uiiorl . vAq c017111e1ed c)mpreherisik+a 5elf-a.ss,-;�;slrls"ts In 3i�b.r�jrrcF^,;. The assyssrrc:nic;f,cvereo 100 vs such as h&Eic hazards, rTlararisl hand,Irig, (:.7lcfgenoy rainijer managers * conducted props ecnc 5n, swr3ste tlisooaa, ri:; err.rifik rrailagvncr#. yeGJlis s �� � of Iha�.,aw.,cstirnants are atr1T1r1:.nic:ltn�J to bra"c11:,;Ir,:��ders a-j Errs ronY'.ierltil HE;@Ith ar:d SafvIy r,,xork,tivgs. i,'i11);c:11oyl-up, nea :�ccountablll} wird Intirl'e of avllr}��s am,d.1lifirated n s cmi-fnctive 1 IF behavior-based ; r)�Sar ;ai#inns „ct.'7n o.fin for vac` bulnwh. in 2017 afety Culture SatOty7raining Une cf c-jr 'op pricritic;is to enavre CAN Our EF-..S pmg,:arr.is driver dy erizjagrr,toam rnerribr,,rs olho a.e tern Irl{:r-11-',I'S Clet -orale salely at Ille{end -.If e&& -i,Urk drly. oornrrdlleA io rrr�i-tni-i 1C.d' a ,u tell)0`sa°el5}- =fiFh(zrainge` That wearlti taut praollces and f;rine'p es nus[bc:ful'y U.S. dlslrib}ul bre cants'has a dedi,_a-od area EI IS Ma.r1!.U1'. ,.ihr. fa,nbeoc'ed in Ullr CG Borate crI sort. Th'it IS kvll'y vie ask al Peeps en,u c c.wira#ions are sak.,and offnctive. T.-;.,,C:zwi any`5 tears merrbc,.. involved in s'llp Ing our p.mdL ctjs to:`omplctc Gk.bal EHS 1'(::icy mqulres lead rri mien ers to ur�d(=!rs'.�ir1d and eytenslve training�t,they wa" csf'fid:,r'I,y porfc• n thel• du=ior, oo npl5,wl11) EH;')rocgi.11ations re a.ed i o r ilit,safely, f:,,r�nnal Vie provide very Hm, r parameters to nrl• w'cty Isade,s lu erl:mm.. pro-eotlon arid cmc-g ncy respa-se. fwary teaw rrlufrinor has the knowled3.-,they nerd, Durlrl f`yUrrOOrl IfI'E t Elltl!r',we have key I11118t'Y 4 tier pro'dlde tc:<;rn 2C1-(, aE,'r r;larlago•;ccnductec nearly 17:G0-)behFvlcr-:aaE,,ci obsefvalkaris !irL our taarn members K;pon`nea•a 20 occl mamba's wllh cppolunities to be acl. c.participants 11 ,Fours Irairllrl� cal;�fot, pf;l.o'es aril processes,The Lm, include; • Co)ducllrig..afnty audl^a cl)d ngpoc-,Hr)11y and �� • Leac.21"�S srifc,ty t'�7111111g andsafel}�r;,rnillrf�l'discussi[�ns 20k houi rl:;g prc,-shift Iluddle mee:.rlg.;. Grainger tmm lrlGin bars spent rlonrfy 211,000 (lours training pn varety poJlcres an d proeeduros 21 GRAD GER 2u1S C rUMPORATE S1f I.M1I, RESPpNMB11 ITY REPORT Page 567 of 909 * . r c .+ valuing 15ur1° sI am safety committees our Leam molbv-r.s assist in sats#w• Allgned)n'ik1,OSHA vcIim..a`y F,r_)`j:cilon progrr ms, wh oh s-n,r.a.rcisfiip_Md i 1jl;r} ,r^ti�rrl�:l-11fn.;g11 ihc,;r laadefsllil�nrrd prc;no'e a4octtve worksite satriny a•i.i~.va ih thrnrigh c,oupera:.,ve pRrticiF)ak erl'rI CLI'sats#y-orwrluees. The (,c,.)r.Irdt:.eas%voro relaiio`Iships,F-i!r car r.F;algn sa-istic%,;a tiriiloal'saft of any.Sala'-y or'r-1-o i i()alion safety-rol itm' sdullons rx rr; GC cJe`a=ions. ruliure:enoour igiriu:eaiTl n 6117"s;1.)cvIn illeir safety-.'�rld the i SWOy co,rirTl Liae-neet0@%,,a''.,I geld ITIOrt111'f,f.}S1:,r ,)bSofV&tlf,naI .safL.y cif the'r f.-,l ov,.=ur1; rnerrl'ur`s. and dat,:-dr'ven ceo sine-rnikinrq.a•%.:I ansurc.c.c.rT-rrion"e&aI%itlr�'r a^d : n i:;kc,riI ereoutio-v:ikl-in uur DC ope. Lt:adership ^t L-1e89 C7nlrrritc,e rotates, prc idirroi dF,alopmr`It,;rrc; reoogn ition t}ppo'tunitir:;;ar iI`lr]reVbnlont. "Or rdtle-�lo�;�rx mootiliqs enao,s �� � , LL_,arn wemr^r. -c-,- vial;through rs-at•-:ili:-and idor#i`�crt.)Feriurd:es to oreake a s:�fc,r a�aorlCr�g ervi�nnmc.r�i. 'Off-tile--1nur"rr.aail`I�gs _ oriboerded into our [3rIL•C:Ufage te'7.m rT-%: _c.s`l�xo safuliy Lrends arc:tho chanaa - - to revlank sa-ety vi(ioos. The sa rrlrrTliiieeS creFto g-(c al[,r COr1�f�CtOk safety �]r0�t�tl'I orl�d ar�elr.a.mt,`gour'!arnmemtr.,r:;rri ;Me`amom Iearr rric,rriber-led sata#v:ulLuru, In 2017, 7 tap,r-i rlerrhers liar.c:;pale:i I.-,sefat�rornrTllllee5 Contractor Safety Program -mm kir Ie lo time, t c ntr<:c.irlrti ac:ruva 10 DGs rmd 3 rras•Ler bi Ich^r,, 'ep use7t.rg a,ni;rc,xrial! 1Iy c,nter ou`faoilitins t.)8s81 s1 in#I-a mairitt,ria-7oe-of rurfr3c:il1i'.,s 5%of Lha aper kiDrial team IT,emr?'•r F)c:)ula.ilon• or systenls, €ltliou�jh Lhsss are not Gra,i7g.,r led-Y, membeYs, '"ey ar:expeoled to 1r;01-1:irl the aamie sats,rwjrrrler, Coriractors p,ovlde Important sr,rvloeE :o the oomprlriy dui may be .in a-niI rsr vilih -rel; s Arra,indir1.4&T^rough`his c.ontraolor safety prcg,ci-n, -. nloh ncl'.I4 ,)s kra'nli)g and audit:;,v.-.0 jan 178 create a;afe er:vIro",rren-f.)r all Individuals or-;it:,. SI^oe gd!g�k IN implc;r}c rda-Ion cf til i:; proprai il,v�e hake an-boi.r:led 1.17 Team Members Who _ conkra..tors ordo our =rS t,rlar,agement,stir^tr.-rr. PdrddpAad In Safety Committees _': ;SystemaSystemaand Partnerships P0rtnerships G`ai +c�^ `car�dlns as 14 rr f; k7c NHI.cnal Found ng `,fr.r:IEur of til. Watah my Back, Please! S'-udies by III(:Natlonal S,tn r Nai.r ndl Safety(.;r,[�nc;il'3 .tourney o Council sugar-.st that c:�gagetl )1isiric,Es uri,ts ha ro ri9ri'11can,ly I� rr Saf..i, Exce'lencc`' I h;r; iAllative 91ai.-d-V tr ewer ::alety inciaonis Itid.n uriITS}r;itr, rarer lea r,warflt)c r t=ar.j(.1:? Erna I-arid rn^diurT--Elzed orcolri. c,�ngaf,enlent, V .#h khi:;iri rnlrlJ,wo rF,I c; the Uamnaicn ou. iri cj.ir 7.aiiurr:�,offering rnorisurr,m%enit tont„rirw 1-1.`.=.DC-L;In Q'I `c7 it3. I hc_ F 0grarn, ri^";.jrrvci:v; tow c,r:4l+ ,u-�sceF: rr,;wourrc:s Lo help kcx l) _ ?Li1'C.AMA�NCS nlernner dwarenas�nnri c:I genie #nrc)url.�tie Ery initiukivr:; $ -L;T t_MP.0Yr%fx, tcar-i i nenibfr'; rjr --.ealif�y, and rrcgorio-rL prcoi rdiir:.s, Faux+i:'les atiin ririd apl rcach�blr framil v;)rk for ii7uirlsl ac�ounidblili,,Tearn Ic a_c c s aoif#.atr-. N,.kl, E-Graingor i.,Itry Nat oral I-:,Inciirl; SFon or{�t f;^nr3c.ia'� conv-rmitior- iri::Land-up`n':,liiq%,with-eam r-lumber Euggeskions Saf:�LL En}ployG Avm rd. a natiomvic.,c ompell[Ion`o rai,,o ,ur Y1atc"inti(,,ch ic, oihe''s b7rks for 3afe:ythmiiraa}� houi ilewor,d . awkreness at.-,)ut ;Ie'mpollam:a cif s c.iy in elle Nrr€F}la.,c:. 22 GRAINOER 2010 UORPORATF EUCIAL =.Et;PONS161LITY PIFIJORT Lj ORP a` Page 568 of 909 Lettef;-1,01n Clu 1, 1% PxAto v Fro In 04 1 r �ip-o i rr��L r e�t Operairrig Veduing O [�'.XOICIOWP.$F)prIS0I- A G I"i I I,- Ruslookuihly people F.aAroniyi'L�iii conlilwlll�li(-A PLACIE SAFETY WORK XMIFLIVE ying. 0 1 Tr'kin.6-a Asrtj ffl. rr xp9riar,a 01a. EWS rd Aji:jindlquya hno JJI��me Gukuni A PLACE TO THROVE LATAM Leadership Recognition %varl(hard io c;uii ivnt�a o feak work orivi cr.ment for o..r Rudy.Juamz has beon honored as a 2017 Eiusi rie5o 'earri I r ory-I-m-;i-),:3caufse I.[Ice rj,C,rRioal is ilio s--oociq Ur I-zador of Color by Chipago Urlitud, an Qqji n iza[ion bw-,inocic.We ,riuve wri grEja, uLjti.f)-ric.,eynorieme that holps advainco ril ujti racia'I leadoruhip in corporate vei LI-i a:): at ta,-n m6 friber exw�-rI(,,nc;)&Ild !;,c)Ee owporiem,eE uow.rnavico, qxkqcuti�ve ievoi nianagennent and business u-)&ven b-y eri�ja;yA re),d of[erj;ivL.,—,ncjem.vke pr-)vickd1vomity in Chl(,,:aga. Rudy., etiong with 49 othol- honoreos, �vas recognized fof the offoot made at ,)Ljr.earn mnm�rs veitl'i i'aiiiirio�-ncj�ieveiovricrii tios,gnej G6 rairiger and the broadQr bu,�jjjoss commI,irlity. to hcl,)?fern s3uuvLod n"c. gIci-jo Lhe'r r-3roerz;.We r,,-,,%,, i v:;ort in rc-e areas; --alc rit managen%.er I:, Lca rn nGmbe 11 udy Mas been Vico President of Latin Aniiarica & :X-^Mtillg M IricA.-,ivo,r-3ric.'d:ve rse veu,Rpl c-6. Export since October 2016 arid is part of the 0 rsjrrg u I I nftnnaton rfl Leadership Team-He has help 3d prioritize Team Me-mbor Experleme. profitable 9I'QvAh arid high stan&m;s of ethics-and integrity N key geographIm and has dfroct responsibility G,air,gc-.r is m)ntirli-101-181Y ItIQ.'mAIjg cir Learr ry-c.cnh6r for Mexico, Carlbo and Export. Rudy's leaderslip has cy.p ar'en oe. M! sU p pQrt 6 go 1-.leaa I -rmxn,)Gr th rou�1)t�o;it helge 6 us inc rea so th a affactivaness of sales lea ms, manage rrjC,.I lt.i rid team I i lem hor !oarnbg pro4!,3m,;.@.-.d focus on tho right ht mel ric.q an 0 invest in what customers' VX, a(I 0-01-I'agE! Carver and I ea j erO I ip carve 0 11M6 I)L '-I.. vri luo the most In thcim markets with high-g rovoi 11 potential. tontjrG. Uent Management tilde offer Ej (.()mpI-EjreIj8'v(=! ';Ws an honor 10 `eceive p mg rar r,th�* i%&)L cr iont-mtinn and uor i ti ri:if-.,I tf-roig:%O.A- this recogr1ition grid it's ,i t,3Rrn merrbe,'s ,,;ir-ac-r.This L; Ejlif,nnd-to C-1-I" bLjsiI-(%%z;z; great that our company virai S contir)Uel,'. to be highly .y: rijr oorrl"--an%� wheil =Jp and ')nF31gize LeArri ricrf-hpre to ")ijj,talentprof�I-iqrr Is respected for having an m,,m priziod of ca Lo( r-fia-ag gmen[. to,,rr. I-ni rj 1%a- learn i--g. ilICIUSiVe culture where per lor-i u mre mariaerr,—,r—t, grid I-9ao el,,shi p&.,volop mei I L nu rly juim L:z dedfcatpd, talented liff6rii-gs 1.0 grnw and r1%ejtiIiz,. nur-eam meml.aF; to. I Al IN 4AFRIC-e.a D(:0AY people can ffidve-" .�r:)w,ind suooeed. ta.,,,nt m&na(�r=vTii:-,,r--I rrictiviiies wll:)in G-rih-gre(has 1)o c n r,-o GRAINGER YEARI M.0MDr=R J�XPCRIE-N �-: I rile rit Exc%a ler v%r. S 1-11[e"; I. People WR1,01I.AbIl!SAFETY'. D • E f 4 ��Ygqms a.1 id ParLTArnips TEAh9 1`4E1`413ER PARMr IpkTIOH IN I-EADERISHIP I. TRA124ING PROGRAM & 2017 4 1 n 201 } 6 , This re,vr LW3 Integfa#Irr,will prov.e,n m.r 1tia rn rrerl-)ors Wil I a- 279, 520+ - 27952 �- mc. enli -d exper.encr.nrid eapabdikiep. iriclud'rig rf;freshac Ioflc � °' '' and tfc,'. ..c:nverient nrcc,sE 1l7rc'ugl7 a and total mirriber of nail-oper'atiorial training haters bmndor nfJto s.nd c-Jr,.felop th-ough autit In isle camptated by team merrlhers in 2017 Isarriw,4 so.rdion.}, 1r.:,rie.k GT7`3 rfx}dJlriwill i Ir,.i.-sL ucrlabora#iv- I2nmiriq a)ros8 kir,nli.;irless,expand the tots' lOr-10-inn 'epcsitory a,-,d orableal',e,e,'.intrirvs io Ieverngr,a'd Iooal;?c.,Drlterit. Team Mainber Lfarning (sl,rtearn m6rnbr)ru con'.inix;to Ic,arn and devcbp as,[lie mod,r}1 cu,f bl.s nc.a.;: iwge-',`+clic:ti',er Leadership Development tiJJe Orsrakc a st,stral'IEIDIe',vnrk!'c,rue n rc ra rner lt7rf rvr;ulles role ,f.su flc train ng: ; n ak fnnl:;ills througr.the de,�elccrrenk of strong Ieradcr.;frQ:r a'I anf15 cf tfle kraiiil-'g or leadc,rtihip training,Oral-ger.~ffus mora than ,,roti br18i-Oc;s.Ou,leaclamhip de1q=i1C-p nC,it prcceas eue,Cx-,r,c#s by; uc}urses rh•rtiql. sur t sarnirq Nanagemc;;-.t 4816m rind rr.ore tf n 8W e,olir,,Lti thfough our r-101)1le Ie'trr.irlg platform-V s�IeE. I".;rrc}tirlpi �arrcng hc,rlr;f•I of yell-k:fc:f}a.recJ le�ide,fs and f.}rmal mantori:-.p opportUn%iles and on-khc-lob cevebf:'riLrll. + I:nhageln t�fcmjg lits1ronal g lec c'shle and kc r;l me ricer Through kh(n3e resaurccs,'.c:am rnsmherti ca- TW.'in t c-.Ir current s',gHyelrrer�k:hrr�l,{]tl strong le�de,sfalp roles vvhi'v develop'.nq:.kllls for the future.In tr)`al, GrNinge., I.ara:riger's oa'-nlT.itric;rit .o the grci-mtfl of V.a_e.im merrfoe'e is jsam rrl.,rrlLers complrtred -nc•e than 279,'i2C nrn...}-.)erational axe li}]ite'1#17rough its lender hip�Jeve oornen�Fr gfams. 'I hose LFaini-g flours in?1017. TI le R%jG,apc,nu riber n-'#r nlnr t ours naul�.i-'tksr,' ,c:rt}s}rfJn ki nal sessions Erb is etec tvvrnr,J Its}+t MITI per#c<.rrl memhcr-kris- 1.3. rnornh7;r.; g Iliclljdn 0raingar',,alcma Emerging I-:•a.de; Prorral>•I, Fir ;t-i me NI.-riager Procrn-n and GIooiI }' Expe ani ccJ fvlanager,„p,oc� raw addrid ;rl 2014 f'fr ffc.i-line �� � I .� � :{ 800,� E:nr;rri.J.!L'�1e1 rr��rr,argc,rr;. Each pre,tg'cirrl is des ign{'r> C)[>gt;jdrj.lc.j to Isr,dr r whey-%ier 17x5}are un their back,rah,p,ou'llov. clFansoe offered e uurm offerings through learning through sales mobile �ralr�ger r,:}nlinuesto E}r c:cnnnaiue:l it IcatcJershlp e 'nrti,�me:;S rnan2gement 5"torrl ';x4 Iei�irning pk t#orm as;rft cid iuu p'eoplc 1'aiLlq'- i He ii'c:ludL8 e,°J'p'RoPIt'Ieadef rffr,c.ti�tines3 cgoa1,the ip',vsrd fig.^.(;,L-aO;sur• ,ri..c}'Id c.C;Ce ptollcipr-,tir)n ir- Iea.jefship prc.�r. rns, (4 thc,2,270 Ieacrm(Iliyi0 e I i ZJ17.%-4'r, -andtiorte6 t'7 r,now Le�ir-,I-,q Miari,iyernent to nRrticipate I-' 20'7, n7 peruan'. rcpt,^imc a repo-, oased(1n Sys '-eI'1 (I f ;)Lvlri)ir,(--,1-.5.TIiIs enhndent Ii7Is; ..I.)Q kir. rc,c�uiS.te numhc;f of respowlorii.i-o ensure carrldentialit5;, tr}oL''.or t=a'frit::xL3eIIer:e,c -.D arl Integm—.c-d and Incrcv�.sing the, irwr-,strrlen!. n each{'c?r of ectivt;nosh w!aLle�%,,trCncj .L!if rlp:Ified tvarn rnember c xr.erience. 1 h: Lf5'S r'orlalc;vm� Oe-,plc; I^,iders al.uvzeP} Ic,ti l ref the t oripar&.-d%lhich in turn.teas irf i}Ivlrlenkc�ci i� uar,arJ�in tht;firs.'18!f ct;C17:wl--� the. ror minder a sitgnific,ai%I effect on load- fvlemhrr Experle-ca dna,ultlrr,al.6y, cf Nc}r:')r rlCrirari and Ise t;= :}f AsiEt to C.c,. Lvk , in earl} r1C1 t# r,a A bk-sinmss resr1lts. q (jF{gIN{:ER 201ati C;ORPC}PF51L• 90CIP.r. I?ESPO[+<Slrila-ITY RFPOfaT °ri Page 570 of 909 1 1 4 M Valul .0 THRME r, 7 R Women in Loadevship Grainger recogniaos tfif)value of diverse talent 10 0 and provifns opportunities for indivicluals to attend oxterrial programs to continue their growth and de volopnient, High polentiW of tOq m members participate worn en 1113 Ph o opportunity to tAe part in a multi-tllm�:mslDna I Lead irig Worn an Executives in performance reviews Progre)m, as well as r� number of prograw s through the ExemAlve; L.oadorship coijncit, I-ei�idirig Women F.x(s(:iAives is a Ieademhlp Performance Mane sme?�t Fa forrnarr rti�rjr acr meat prograrn far high-pr)toritial Tamale professionals that foal,o, i)n three critical elemonts for is a oont.n:Jous t]r0CfE.F;s-h 7'11e11?s team n•ember:;foc;,s sucreas_ePganizational support, loadership cm tnr r,cght p,,crltles. Turn rT-c%xr.bom reoelve regular Wlt building, and ongoing networking.This fr-c%.f o 7%ck ane ooaot Inch to `rnproua their perfo,:riancC;and. year, Grainger sent 3 foam members to this a:c prcv'ded's:Ith opgor.ur:it:c!; to hnl^ 'helm grave and program. Erin f'tacok, Director of loternal i neve ori_ 1--Pc-,h tear! member Co .1np,thine to I'Ive.Cur r, CorrinrlAF1icatians, shared Fier axperierice. i rrr:,cin:ri =iJl o=,Is that are ali€lnvsi t^ m^mpany strategy and •c:c.v-m },i inn„al pe-rorrrarit,,., a .;csarran-s based un 3 1 p-og•eSE Lip,--in;t goais&r;d der riori.;t tn.^ri hn�avioi*s, ;., °'f r 1cipating in the CA�t��r UEVELOPMENT PLANNING AND Leading Women MANAGEMENTLxecu ives Program loam ruowe%are erico.Jr.u,-)d to have F.robust Irir;ivid-%<:1t 1?t ;� , m provide me a nm�rnningful i I.)r.vr,Ir,t�ITant lar. (IDT',.Ikn II]� is 7 docuuT�e:�.��i �il�r: = cpportu+lily Co advance %, ;irc.y ho-s'lean a :earl1 1ricrri?x,r and their Iea:ier :;15t c:jr'iw.;; 1 and extend my IectdE'CSllip -nrim maI>,bs s r .ori '.r� rrrrr rand cis�elap In Ll ra.rrrnt development both frnIN;TACEK internally and e tprnally, m^ 7nri prepare fc'f IUILJrf. rotor,:it(1,ai:%gc-,Addlilorially,vw a UIREL7011i,GNU-nNe.i cor,5au Jirr,�rc�nc; Having Me ability ?o off:r F7rokr plannl^ t}Is for ton-n members ers to exr�lor., rrr sr1 netwoi k bvlth and Ieafn aloe in d Ilerelr.p8r!s of Gmingor'; bus Dass, A role Iih.,riry+ from other women professionals vile � f.rnvicss real life s:curl :; fr..rn learn members vmu work in also gelnling valuable insight from flip ri ffwollt tae„f au^,;-,menta allcm tea-ri program curriculum and speakers 'n oisca•n opoor'.-rnl'ies that might bo a strong rut. created a very enriching exp, rlence,” r,5 URAINUCR 20iJ9 (10HPORATE SCGiAL RL-`-PONSIrrIUTY REPCMI ;,;,,.m �;7� > Page 571 of 909 Otrr I t Y �. ouOur People• I II � �J a Team Marnber -'' Well.Lie€ng Initiatives v� '- �:I�Ta='lfir.iK�:lwa�6,3amll-lelrte�Inhrl'KJU1:'I'r.,1.7{1b,F,�eto,avA, n�;I'r.�,rrul4rw' . 'nr.11411:li'u i P;Alk-jy .%C-e0cp9rd5d nir' kls:iii.[,<:f An pcliy{o'r1vrJ'.6 %Ir U11:1�r l'Je;', '61 eCly c.'ri w!:V;1;11'11A K@P"Efe. Total Reward P,#(ara:rr c: ,:sur Icnq Lean E='j:moEss is tkle direct rn;1,t of learn ,t addition, we provide retifemRnt^rivil lys, pall holiclay t.nd 1T,nrf-her cr}Ilaboratlon and ind;vidual contfibutin }. I.1 relu,- for tima off,c:uca.11orlal assie#erlcc anc, inrolrie protection acrrc,'U,, rw;' hi rip Uur team -nelrlhcr:a rpt.wr:j del:v2r a 1 s3lrcrwc.-lrraf',e- a5 �sc311 � -:tvrrleLy � otl7er p'7�'n'rr, tea n rn7rnhr.'rE ,otal-aewards programE=that offers flexibility and -L holce,and the oppor_jn:ty[(%.'01 t(srrn rriernbers to nctivc.:y l}ardo ipelre irl tiro r uiwrly seekte7rn �1r.'mhc�r feed ani 'ont�uc:l exl�rl�al tho benefit$that nr;)rrnsL'r,iportant tothcm and l;'eir[amI'les, crarnpe�sa.;on and bonofitr radaled banchmarking t:)renlalr- eornoelltl-ee'n anal of the,ma kers In'which we operale- ;)rr Intal Rewards procr�un:5 arfv defined to monk the divF'rsc:needs o'out taam rr!F'rrrbvrs an.l suppclt#heir Gr�airtr��r Greater�Great Te�1m h1�en�ber�xp�rierlC� hoflfr�and v�elkbeing,-inarrciEI fu:..-jfe and work-I f^ In 2f;l7, .5ro kra,+eluc tf12C of our :art ,t aeilllies .o co7dt,-the: b'aln%rco.bNr,encourage our tmnm rrlr_1rlbar$,o take chn1't o.`'aIr Total yew,7irds I loadtilluv,an.exozmJon of our health arld oeY1r'fi-s health r)—I create lkleif own%-M:nnE;b juurrle;r, Team mOIThwts fn r, '.5rith ref. t,=,c,ntatives from 'nany o fur yore urograms.-:ho a e gi5,cr. access to t ealth Iar rc'sUUrGES 11'tslr;r1 Int Iu.lc;rlc?easa Tnk,l I'aor:'i'ri3 herr.a%%:i ort-p•cljr7rr7 pa-19ers were rmmagurreff-, lol)acco cos titian,inaiernily;ijpp,ort,streEs� tC�ng1�.^. ir7 I:�c. �yJaIlzer d e'F)gtit'-with 'LearnnSelTharS,;).,r rra.rraoen1C•lt 1311dwo'g-it IosL; progfams wfth lu curllne pnpfc;;oE1 is i.%.rlovawe arlc b;1 IdE'r wElreness a^,o nccnu�tr�l�'fty ;1,l,pwI^arr riunitias, �)l-hc;.,r virtual health sorvicoE;grid many _ter nur tear i'ie-nbers erntl-1d H..• ,8ervloes ak+ailabla to therm as F,thor rewurous so rhf;�r,r311 s{et timely ddviCe, a mornhc,of 0ndrlruer"a:eDcm.Our Ioar r's pufpose d,_ring I ., ror,ids,t-a-. was to; ■ I ir,,!nr,,, the va lue)t Ora-r-pc:r,Tc-L-1 Rgmlydr,ntirrin�4t; ■ Ir1 wase aArlrr nc;., erigapernent: lJtili7rtion a rc; pro relrl �rrc; ;�Irrrl part;o:patinn W. rftrrll.,rl,r Create a rlc,5er,F;rr:on:nl curlr7vo_ir:-I E}atvrrrn I[:falrl _',hg Hest•; rr-.(,rfibvrs and the lct�71 I urwe .r J8 p.rcg am; and -1 p,'F`u7Bn.trocar ■ R.,'p team 'rlerrlb'ar„undc'r�,tand the toois nnri rr;()lirL%r_*j ,.vr_ilable, ?g O?AI FIG ER 201r3 CORPORATE ;c)r.FAL RESPfJhE5Ir5ILI,rY REPORT Page 572 of 909 OW F _ F + 00 IkiribGr } OU An Inclusive and The Asian F'adfics I.-lander BR Qlver i-- Culture �'he,rni:,sion of the Asi kin Pacific Islandor sus ines* :'',t[=� ainFa r,t cue n c^ ou +;c}rr non Resource Group (API BNG) is twofold: FAEF.Mr,incl leVeragi-)q :}...r r:nrr;Tr-mR,7:,s di rla 5;. >> To unlock tlio full potential of API toarn ITrember We r..nr.q n tti3d fo a c-Ii,---r_ tales I, drive c Mural awamness within Grciriger Grainger's perfect cel I^clu: ,1;icxr-� meanincff.;l LC {end drive Lousiness resuL%,_ scope on The g Market Grainger to lbr,AP[oammunity(internal and Corporate Equality curteanrfvrnt.��rra, �Ilo�:i^ us Lo �= l Index for the ac,a,% dev, lug, c:r,C.j-gcl ail i retR:n oxWrnal)as a great place tr)work,where AN tear- the l=est tale^t availa:)lr3_';.v�3 serve members thrlvc;and add significant valuo to the pant three yoors tbusiness and the comm�,niky, i the b„sii7es8��ee�iti of sr�inrre{ZEin��ll}r I g 7l,al arc diverse :,u8i{}'nrr hose I 7111 11 we 8-•rre to On Su re o-r tram mflewtE this rHoij1l chH-0inr, wcrld, ncluslci Ealc divr;rtiiryv i intarr-1 to .%alr.ger's:)..F;ine^fi -OaS. aro tl7e Cul`;p8rr�, ig L%omrii-tad to foster rq a.rl ,n„Ijtiivs env,ro^n-en: where 0 mornhers feel safe. W3 uod omni oncourngod to voioe Llleir o%r)in'anti regardle8s of f ' aqc. gnn—i^.r, raoa: ethriiolty, sexu;Y Cil.^,r1-<;t1711, vatefarl8l€itUS CIS ai}.l li;;s Ur Or-H-cgrOUi tis, 1 Training The, comp-my rf3btoroec its Volll rl:irrr:,.k to � I inoluslo-% and dlk?rsily I-)v cA-)ring inatrrlct-or-led &1d f;-l(,^rn ng col,rees ajch as Irl:`'ur;ior- ,}nd I)iversitty, A BUa'rlvt:s Impe•ativeand T[ieII cprn Memher.wi)iclihr.-Il: team prufr IUSallYleb,igyucrhr.,•{Aik:xg::ixr=ii¢v55+pawiefe.1t.GrMiuU::r!*IWrg cr mwol rermoi-Le=:11;:19 3717 Chi::ayi)rl!ri_rn Hw.Five lar Lilo memisars Underaierld rF m hue nor s case f.rr dh+e tiilyv, (:xp.lq-,) the 6-ab11ng n.nd8et arld I.)(:tvivir•s that`8ciliLa.e inuIt,r;iorl ir. I the vOc�rkolRce, res�}c!rcj r.ff;rtivC;ly to di"erbn�.�e:: arc; In�;rnn�e In 2017, � ASI BSG hosted events Irt�luding; I the level of inclus o inihc_i .t+,nrla }m,�,Anoi er;�fferin.a, Grohs Connectlons D(vw[ijprnent event for 600+loam I'lic ,nciusw-3 Leader, i-Octuipt,F}rrplf'.aad6rti}vvl.) rlc,lu%,.:!v(; rrlembom;Junior Achievement Day at Grainger with hchnvicrs, skills R:)c! Less p.-auticrr;me%�Ijj ateaolk%p, mock interviows, lab shadowing G.ndl Icadcrship develcpir:g, engagl-)p ar:(r..tain ng the host and t-riqn-ust panels fpr 30€dudonts;Asian Heri[age Month events p. f-,ple at Grabcaer. lri partnoinhip with other ama company BRGs;Drove community presence through Involvornent in our Dragon Roat Program in four cities across the U.S_; Contributed to=3iomor value generalion through tr;arislation SP.rUIOP,_ I .'7 G R A I N G E R 2018 u0RP(JRAr1.. ti1)GIAL REFP0N;ll9.l Ity FtEf0RT Page 573 of 909 ■ i i • Ourr • • I I Business Resource Groups(BAG`is) GI':7lnrar hoz eight In X017,the.ERGs oor trik u:im mors:lhan$05,00.0 in do:)r)blone BPCati t,.ri�foL!ter beam -n, rmt:m cn,4ageme1 arm hole teary. and vol i int.:eree incve than 1.1CIO howl':;With '.4 diff arc:"t mc,mbor.;sl-ire Illfo'Ir,-w.ion, ic.i[ :,eXperlenwes 3'l.1 resources, orgy-inizarioarls Ifioluding Uno Mi lion Degrees, Uhlic,h Children's I hese,prQt,Ps prcvida poor support, career�,nv,loprnerli and Arivaniage kel:wc'k, arld J;17 or Mhievc;merlL `d,any morilur rig oopo=tr,n:tk �,its acdi_lon to raising awari�nesv through til`#h^s^),')IJriiee, Ill l`a#15lc i-ic,lucie rr.entoririg opporIuni:.Ie3, .i 51:i".',b]+Ui�IaOLIaSIC"' Cr•�ll�i.; rid aotl,+.#irF th:�':;re.open is all, Intcfna lye 0ra'llgef ,I m r':'i:i aBRG r%Aentorlr,g Irog,airi,ve'nICIl i,-.(,ludes more than '.60 learn Ine'ribers,srr:in:) �is rule mode's OUR 6RGs a; d inspire-ion for ubuugrits.>>I_varn more about the af1G_ Csomrnunitl_Fund o Adrninictrativo Businer}s F Genera#ion�fl _�� Partner a Latino African Amorican D Votaroais i rnd Military BRG volunteering included; ■ Asiar)-Pa6fic Islander uppnrt rS Dis�hlllty V om[rl's x ; Equality All ianco ^" 'ix,;= j" rrp� t Apo cxi rro_ely 3„1C L. V-xin rr.embers n�lrticin bhe PRC's tharks In .arge nart`o our BRG Roads wl x. daslgr}ed tc Rttr:;[;.. ne'n' nem rem. I-vcrf '_�RG has an exoru ivv Eporlsor"r.11o wor"s vei1h these ogre mer nL girded gm'uf^';t7 help u3 C%ata tha 22 15100 r°�ht,v,)rkplace by tisr t-dr'q IrlcluBion arc cmat.s:.he rlrght%vork- voauntear volunteer foru,v by a,.'ra;'.nc, dcve;op rrg fx-ld mtair.ing top dlva,se taIG-t. projects hours i heV`i_sva helped�,r,^.orJrl bile r.usili;-,traiegy by oxWincg un que value for Of 1&,,w oustorrr,m and' reducing cos`. s.nd-"e%+ r have contf butcd to c.lr cc-rrrlu-.iTi0';Pis resporlslb.e staldwrvds. $65, 000+ 200+ 14 Diar[atons from Grainger Buslri s volantoors nonprofit organizations (Resource Groups supported The Latina BRO The Latino BF10 is Ieadir)g itha pack in terms or ohapt€:r development and field invohrernent with 16 total chapters, 8overt new chapter,*created in 2017 Addi Zonally, the Latino B R G wa, invoIvo 0 in a variety of community efforts Including; GIS-Conimunitias of Sr:hools Gala irr hlooston; Local coilego f�Ilr hanefiting high school students aril familia,* in NawYork city; L,utlno Student Fund G-W a In VVRFtkirlgton DC.They alao held on event in Mira Loma, CA for Nspanic Heritago Month for cl volopment of tap talent l tinoslLati nas auross the Company. 8 GRA NGI!,Jl 2c.1b CORPOI 7A'H; SOCIA RF'il'1%)NSI3IU,rY RC-PQF0 Page 574 of 909 A J.eitvr From Our A k-o;1ev From Our CA v�i i r t 5j e I t . ()puI-zjiliIjg Valuing Our S I ic F.-I nin r Gllairn.1,111 4�-C L,rj EXCUINV12��PDLI_�Qj' G I.,mino 3 Oiij- Sial-i.rin�j OjAr GRAUMM. People Pliviamnleat C%OMMMJiie�: P_vTO A PLAcE a I!, it -TQJ�l Rqi�.Edde Pr M A CoMinitment to Adv�nvo Diversity I-,Poi'.', a gr-,xio ol'mor e JjFj ri 1,150 CEOs. I no lud rig Grea.ngoA DC U.s, WORKFORC.F. DI]FL1012KA!"HICtj I`v1cjcphi:.,r.-;nn: s'gnec Actfaji fqLD of Kv f3 I�L __&ID0_1ULi0_q, iiF NAICS IndL1HtW Lh(2 laegc'.zit CA-0-driven tc)ei.,JV�r-,e Oampo�re' ity a-d i nij lua L)r I i r,H")-.1nIRP I&:a B�.E ign ing on o Ll I 1� Gendor D Ivarsilry cornm i-mr-1, CEOE art. p Icd g ing to Lake action to i, I HvEaE: an ELI wc.kpla- F3 where dw-,rLm perzipe.dLi voE Irid?vp,9rier obs arc-, M v,'ok-,tired and 20 't-Vith that 0C,nIj'jI xj jer1l :nmine, our 20-7,u rt rzark8 a,) ie impor-am ir. oir 01,313 sl.ory, yawb rel:y.)rL prm.ogs addkiorial ina'ght into U LN.1"m'ityand holU8,,erm;,; rot r-',rorgrinizal )r- IDY delivering 11`0i; [*-,'111-Wr d:verL-'Ly U.S.'NORVORCE{Total) U.S.WIRKFORGIFF(Losdiarahip) pefforrraric;a 'Wo I)c-li-qve L,)aL Lrjf_- v,vkIC-,(je is e;-cribai to our T-)better sartiNv thc�se Ratti,l ipild Ethnic Dlvemky s Lakel ioldcs: iiva are'veorkirig to i riprove cur pe,forrr„nce Global Workforce in 2U1 T, GrHir1q,,,r cnpigye�j app,-Dxi,Tiat'sIy Pb 000 periplu vEw.'riviii-je;77 oerce'll'of t�i.-f--t3an I-norTibor;nra .,wej in N(All Arnorica. '2 perutirit in Furope,u p�rccni :n Ade Pauilii:,,and d pwiagnt,f)Ceri;ral and�o.P% 5 U.S.Workforce Dernograph fog in ?9,7, Gralrigc-A%, U.S.'PA)WORGE i,-rotal) U.,q.VVDRKFiDRG E(L-Ho-dia.srFip) ,worklorco vo�97.,i porueriL'v.-crrion fwo,'01 olo 29.8 pcvf�.er-[ RRE;Ijll— d FE I thnIc Diveisity tRacial and Et I linic Divorsity 'VOITIL-n in pu8iLlons. Alz;n, Graippe.,s wor.Anrf�.e 'In t1l.1110ution at Gral ngm DistribLi-tholl at Grainger veal pnrrGrit raoial H-m (.,thnir,@I.y olvors herr r-v, HitpArilli; 1C.R Mrlmn P.rneflwn a.5% ,vi:.,r- AfriDen Arrwcan 11.4V !lispaill. &.7% ) ril I and 23.2.Percent m.c.ia I and d e Lhr I i(,al y clva,so lea 0 ers. Asla^or RMN Islander 4.2% Askin cr Pa:212 161wder 6.754- Two of Mora Rams 1.6% TwD orMore Ratza o,9;4 i Am-.fwd ing to Lhe 2015 Jr4i PstsefeiB lro!- ajd Vl�;rrim Anicricen Imflar,f Ark,%skan D.4% Arrffican Indian I Ala�kaj O.SS� TbtEil 59.656 5eniloy ftlanagement Tow 2a.3% 7,qta P��c r our�:,.L pedormqw-a Outpaces Lli(-,.NA:CIS, Indu8!,y Corlpmiite XlLdj�FFfjR:'S rX.'A ffijjd�MJ M---n In N%T9 11-0.1 rLDHFI AU'29!YA RHx.. fo., both di.3 i-al and Inctu IriaiI n i,;tri b ulora TC19:lmnie's wy w vi pie,seiy cki5 Iv rcurdkj; U S, B L N Going tor the Go(d Since 2014, Grainger has partmemd with the U.S.BusillesG LeadorsNp NuNrork(IJ5I-13H as part of their Going for the Gold I nitMm. Goi rig for Cold corpn�(,,t8 pa 1-[jo[pal ing corporate partnem with US B L.N qu bjWr matter experts�v)d u niter,the rn aroki rid di f3@bi I ily I notuoiian th rougri leadlrig peacti cefi,an6 tools.Since the pmo rskip began, wr,'vr,,hired 277 tea rn m oinbers with disabilities, an I ncrea:;o of 857 pe roonit- Earoi rig a score of 80 poi-ce nf, we havo bu u n recognized L38 ra 2017 BesJ P In[,,a!,to Work for Dilsabil ity Inclusion or)tho Disability Eq u,A Ity I ridex,whioh me a23 Lrms honer f.'f1,a0i:1vv corripaniie s ere veith rosped to dls�bj Ij(y i rid udon Wo a rG pro A of this recognition and I o-ok foiwEi rid to further 0,ongtliiani ng G rai rigor as a Creat PlEi � to Work for everyorio. 201H (;()!'tFIFJRATE SOCIA1. I"IE5PONMI311.1TY REPOrO t=Joj < Page 575 of 909 r-row • People t 4 3 { I University P2rtnerships +a partner WM Hist ruricElly 2017 Awards and necognition black CollegeziMrd Universlt'es t7 ht-1E Elrengt-i-qn`.ht,div!arsRy Porfune Most dldmlrecl Companies: of c.lr tulont pipcli-e.These F.�)*ard Univor.cdl-+,A bany #7 in t:llverslflad Whofesafor's State UNversity nrid Florlda rl&M lJrli,+tirslty.'_ast.y,vr.,clre-,gthen d HRC rporate Equality index 4th our early-carom talr_nI p,r; li r a thi-L.q 1,QLx:ntemcs-irs tangy consecutive year i �il'ect pdac rlrl.,rl .OW emphasis t;)t17ese end c,itiw strategic I/ North America Dow Jones of gar'i7ratiorit; is crn 1%u:!ding doe oer$'Sr.,'mr.-c ryieaNSustainDWIRy lnorox I p8rinersh'pstha-can oont'nlai,ly irnprove oi.r t-ility to develop, #!7 orr HR J<x2orrlhvDl4Pagazirre's attract rc lain Mo6l Admired in HR Llst Strategio Alliance Partnerships YVc actively recruit J 2077 Execalfvve Lesdorslolp C"ncll ,Qrrrbass8[lor CompOrfy . frn1Y7,t'rld rrainta..i"1 ro aiiorlsl Iles with+m eras strategic allirlllcL I r Inervhlps, Str t[_;;ic;alliances;rc,c rltical to C�r7 rigor"--! W NeLemweek.coon Top GM91T Companies a r i In the U.S.;2017 c 2 -17, "r«irrr er bunk n fkv'jr.rk blvl't on prrnioli:�l�y� c:xbilrlr] stra-.ogir K-dlir.rloev with 10 c,;r rl'zgticns to kuZc� ou � FTS�4 oed Member Company repLAtation Els a top ew.ployar for d'veme to Brit-Airco,2074, ✓ Rorfurres 2018 World's M" ,aingef has hir.,d !,lore thEt" �17[:'tc:-arn rrarnbf3-;thrr.-, h Coinpani"litl1 consecutive year 8IrategI;Er1li-;rice:,pa-mem-ip>. Ihe�se ofgani79tiQM%'incl de; d 2077bisab;lrty Egtralitylnde v Best Plaor to Work for Olsaiji ty ` + V,,itional lr3sociation of • Skil s fn, Chloagclan.rlls frPOU61017 '-Mimcn MBAe F%A-.-%;in 1d 2018 iBost Company to Werk for Mfflarrnleda • Katlona.l Solos Vetveork Oul.and Equal by The Women'h CtrofcoAwaoV + Nati c.-.al Black 10 FIA • y.erruit Vlli,.ary ✓ Working mothee lWOX10,o vest Cornpanlas 2017 ■ H.spanlo A!li;rive for Natlona A;c; riatio') M9xican Center for Philanthropy(Comet;) Career Eng,zinc crrierlt of 1-.Ian AM91'iozn Frc�fesslonals aad the A+rPance for Corporate Social + Indo Arrn:rloan Oamor nespons;bility's(AffoRSE)V)stinctfve Servi;ns ,'ks cc nH ESP" Ull?4wstd,4tf car wnuf an trear ■ ?caohing Out VE-A Blacks in Tech V Mack Enterprlse's 2079 L;sf of Top + H roPl. rpose Fmcutives In Corporate D;veralty US Busjjo,;: I_L-Bders'-1p. Nee ork Forward 11VHAT'S CCl•9IIMC IN OUR 2019 REPORT + Va.l0119 Our People bocames part of PGnply.-arsd Purpo;o SjJhjeOL9ln0kido Health and Snfeiy, PerfunnaF00 Management, Lpa.demhip Development: 11)6Mlon .and DivpTsily e Metrics FllCludo EHS SKre:y,Taloni Attrxalioll arld rletenFicrll, Taam Member Diversity w� 9C ';NAINGER 741A CORPORA?C :1UC�'IAL R=5PC1FaS121LITY Rr PORT Page 576 of 909 • 4 �.r ' '.r�y::$:i�%'�I -•r*..��:t�'�•,J S}5i�1..�, fM1Fi r'3'- i ■ �C...: .:r'.Y'S--; � r1i�:1 C,}{.""n�;,`' 'fir 7k, a Vr,r'•��.ri}::?,' -'� �FM1 is fl ;��'✓�K.-#,3€. x�. x rc4 W�F OUR APPROACH OUR OPERATIONS OUR PRODUCTS OUR SUPPLY CHAIN Our Operatl-ons Givoil souse Gas Emisslorls Helping Ouslomers Reach their Supply Clio in Slemrardship i Our PraducFs Raeyoldrag and Wasto Sus3darwl)ility Goals Tea+lspali�atjan oLrr allpply Chain Resoul-CP Efilolency Environmentally Preferable Produot3 (EPP) and Sarvire� Sustainabltily'I raining OUR APPROACH i a,'s+e work t:,con-:nl,c,;ls'y our envi'on`ne:7ta1 fia'rfF,rmanoe arra;.a 111arVal.;e chin from ou'isuppli:;rs throtjg�ou•ot;r;r<•;kions j '. rino to our Wu;I ITIDITI."Ne enc ourajsi-;str'r.ardshlp L. Liar a;)eratic^s anrf sc.'olc to sha'e ;.e lessens woiavc:Ic rirnar,'4witl)(j'I�vrF;.yore pnr;ner viva s_,'.rc_ml third parf'?8u,�r.ir—ability of gan �tic;r;,spa'^I7 a,� !'_'GIA-)fforrnall-{'riru:i7 as the'1rt,0n Dicloaure F'rujaat;,the [� f anl3 z E:a;uliv�'Vt,irro Ic,the U.S. L-r-gimnmsnial F-:iloctinr Aprio} Sruirtw.,y progrL l.m,4jl-Inc. (foMJ2 Uridmwriter's Lrbti}rnto d%. Iris,.)a,nd the U,S, G,(,c:'n I]Joing Co..n.;il to hlaip us al'or)ourrrrsimnmerLal iivcistlrvn,s';s',Ifi alir stskel7ulcivr 'r:xprctatlaria. 's'':o help our oupjlorr„r:=vAth they u. in,hi;ity journe}by o7cv ng elle •i�4f}I prnd,.^ts and lawl no our experli.:x.^mune 52rvice.a nrd sc:du-ons that are -rmrc:- tunable.Iri d,iikir.r to help) g our Fustamei•s, rr:: :ire,idGrti[Seln� ',rear nppofturll''es for('rairger to InL.,Gr<te <;nd RustEin c-ound r.•.vironmerita:p•adic.c, 'n cur cvr!c)u�-)<,tions end dle zparati-3113 el sur cu,:tplrer8. Our opeyntions Our Pradaacts OUY Suppler Chane~ Wo primarily kCLIS raur offnri urherr ivG CraifiVer provides cu5torners+nritli Wo vieve our supplic?re and vendors as ran have the mast influence.GrLinsgnr's the products they need to troop tholr our allles in improving our emissiorls f distrIbution cenfors(CBCs)raucount for businc—ises running over ttio Long and makerials manapment.W,3 rely rovghly84 percgritof ouropomtional term_A;part of this, wig work to on a netviark of thlyd-party aarriars square toa#ago and vilfl proportional#'] Lin lorstand Claw thasa prodLIOL affect to rrvDot our trtarrmportstion needs, iriureasr3 ens we expand our service the onvlronmoAt_Our cuotorriem havo 4Vo work with erre largest suppllam to aifering,Ilihererat to thls footprint 6 an incroasIngiy requosEod envlfonmorltally innDvato and Improvn our dl5tribartion oppotil7ity for energy managoraerit.Vera preferable pmol a:ts and%"stock thOM packaging.We 001 10M elate and sharp crosaty MUNitof our Anergy oonsurnptim to meet l]ris noel.We cuirantty offer nest practices in sustalnabllily across and Improve rur green eneily mix N more than 72,UUU environmentally our value chain by engagifag aur reseaarcArag sustalna le solutfong to prefrsfiRNO items that help custrimers suppliers through the CID F, Supply irwreaso Oki&I"10y and utilize ieneviable maintaln sustainable facdffles liirough Chain Program, enarg}'.Mon possible,'n'o Wast in onsilo offlclel)t energy managernent,witor r2newra$le enoW.ps,rcl a&i� reriewvable oonservation, waste reduction and r>L4eani Moro About Our Supply Chairr ener+Py credits vr3 greerr t5ariifs_ alr-quality improvenieril. 1 >>Learn More About Our Operatitmis >>Leam More,About Our Products 31 (:r,'%1NGER 2uiQ6 C'QRPORATE 80CIAL RESPQkw!I3I I_ITY REr'(] 7: Page 577 of 909 I; :S OVk APPROACH OUR OFF-RATIONSOFF-RATIONS OUR staining 1,3inply Chain GV, fliek OUR OPERATIONS SCOP1= i AND SCOPE. 2 DMISSIONS WLTr1 INTPNSITY t'' r :g Climate Change Disclosure r.; S 5091 h1rC.f r ,.-•..� U`s2 r3CClgnizv tllrrl ollm:a#{:t;llal'Iga IS ' I.' My Irden3llyhl�#b tr�1TC0ya�Raverrje{Irl`Irtr¢] x; (3raingpr sigirf.; Int g10bs.l iss " ac:. he company , i >%>'f' Ir1alnEaln d 15Q,400 20 tMA-CDP toki fig stops to redllC:, is ener'gy IIR:,a.rld f= 9eWE1 for %r thr".yPars gf9rrlr{}use pas ItC�FC�j elrli9slons, [a'�irl $r 1#3 Ina row has partioipalea ill the L'-)P sinc7'700{x, 120,004 1 ' pravid'rq delal on ❑,..E.r1e93 IiSk;.1--d u opport.Inii s related to rlimale ci}wn9R I1`1 ZJ12,WE3 hooarrle file . '` *�' i ,000 1 first Indiistria' d;stf11)u-Tor to 1-,utalidy distil{ r RE earl-,on-{'-'}ipAI`.[ � I- '10 x LL' Claw Jones gurtaiinab.11My Indox [gra r1ger, rewo'gnizod fcr its oofpor;#{: skj t[E )ability l {:I(.r8hip det7I11{.0 irr 2017 on the Valth Amoric,an Dow-R)nc; ..0sta rab.1iky I•cex The Iky%vJorie3 5'.a-ahr A)ili:5l Indices:err,'a farrlilt o`91r.-t}8I benohm arks fcI Corp ode sustai'Sabili J,k r ki^, comparri based �:' n{; ;rx ;t, 2 ti�m 17:} �t oS M's lalysl�of finar fl i Iy I'e.k va-t o viroTrient 0r?xii� t% i f:4 •''n`4i +;":; T:x< if 0 podril arI:J goverminc.c.,'au-cub, Curr ri.ly, Gra.ngc..r i:; -`.6 orily 2091 2012 2893 2014 ?.W 2416 2M' 1'I{ju`atrlal dIs$Iotltor r7 .he North Arnu'Ica 1)Indox. *FCfKA dalu,Qui'gx r..MilIF.0S pr2OGnIDErrIGEVS-5R:I:u:kvuleu}Ieo8-zieslwroecmm.Mi r}Yxr20',dDRIFF,P)?.o+lI AIC13Aerkr 21137,6a41,Fla,SrdtwIh9Ner,katrar4�us�Siifik&V8`eIhlereeursiF. htt Qie1414'l�s=+l {mRIT lluu!j �C A a )ppB 1 Lij ar:xq eE F�emieakrs Qqq: i��i Ery 2l it Y4�IukrBA'+me7etEAndvllinGIIGam'5V0mImmr LjajI.aisY'al.Armumin-:Irec!Qxru1}x0I ENERGY EFFICIENCY n�nl:l��1�14,1h3pyoi.rg9I5 asel.Thbh'?n:111 4WMG,'5Fg9r,r+'.Iii 17nL.S..QrsdrgrHimic9 r1�tkN9n]a-0'�YilIlInrl9}]09k..S`7AFIhnhF.',Iri,Grel rlrrryf�:miirlr.Nstil?�911p'B7GIYh.dr.n1`J9111 FnwrC7lYncaiy65'flhYCp9 l4nnlr:rrRiaRKMI. - %rdlydodecur 4;.6.dPIR"}ra.haI'i•]oS4 Greenhouse Gas Emissions (GHG) Ili�O'.1.Tnx9CieCIr4Fkrrir..tiacnF�IkITOr�'rflUin:elirul9?10fu,*end�;l,_',��:a�yr�aI . rd�icc.j%,c- ,&W.flIhxaeLE*-050rg{F,ca����uge01202an-1�PIP. Vele are oc'-nmittnd to ii113 global -;ff,rI to redUl.-M,GHG, We tccus ou''reduct on ;trstegy arOLlyd h-;n 2%aeoi'io -trras- edlvciryg Intensity Target Goal I llerlslt� ind waste In our fx+;n o era,.ona anr. sJ,)poithj 6rr,lEE:;IC reduotior,Sira`c,raies In a,;rsupply+chain th'Moll ucrllkoratic—aric 33% .noreamd transparency, elriss 011s.are dlfeot ern^s`}rrs 6 HO Red Lic#ion by 2020 ffrm rrn'nod:}r oonr"olhid,s}u•ces.Saopr,'2 c-rnlBeio%Is 1rr, .ridireci emissions frcxrr[lie genornt-oriof purchas.,(: (wer'gy, { {signer to f,c,ac:I)levablo,yoi. uha Ia11g9 ot.r uperf3ilcnS t:, Scope 1 and 2 We dross 011 a:a cur baso Iir.:,5re�ir, I :vhirh identify inn;}v:jlive gays to operate mora rtficierlLly,'80 nr(: crriisslons krlto':,{j 14 J° mn#ric tons, Sir^G: ?[:1',',r.a ^rive r.gh=on r11r iwyel, a .d Inv{, reduced hall C%O,E;Reven'.;2 r^ciu ed `'rof}{: �rld SC,')PO {'rrisslons key ni-r- rlV 22 perc2 . ,r tend y#012. , c'U3 p G;r'rl rvJuCtl01' ;irrGs 2U','I- C]Iar 2L; 0 I•- 2{}'.!, o'.Ir 4r,{gyp{: 1 and 2(,IAG{;rr1 981VI1S k';^r^ 11 L',°3bt r 1Ctrl{; :4oa f'7{a {,c� Gral-Ige.on doir.p busing^;; Me rl'ght Y'ay t},+ 9ffiFi Ir tori:;.To h'.alp o::,-e-t1'Iese emisEflor,s we genora1{: renewrbla,7.{,•{; "v6Fting irI .3 f�1�'f'1 of�r7{,k�a.f31v er59rgy a;rc e-'Ierg�,' t,rrU'y+ fs1 P� f g alp` tl`,rc.aah tl-.t, i•rst�rlll:Iti:�n of I31,i�ltiing h;lanag{,'rielll5yst':jrr'�:> :,rrlissii m nnor' y end all; aat{: in re an ,nor. �Gllrarrcrr.. IExfdSj, I{; {;rive progrrF-5 to-aa.rd 1:11iF crosl, tau"GI ICS MrSj(,-I is IntensityTarget In 20'3, G'ai.9gor 11-1caire tllc`fir:;l rrJuStriai in'^Iucim-i r I II Ie pertormriric:e,appra;r fo our corpcf;}te distr mior tc'seta[at I{� r{,sJuaotion gon'. Gu Larga-i, I{: re-1,106 sus-Zin:a;}'ft'l Learn. In n{ldiIion, energy I;,(,uctior.1) jn{:n;raiiuCc ori; Nord- Arneftan scope 1 and•`%cnp(.-2 GI 10 o-n sLL!le,Is .A':lity cxmlribes and irorvovo operaf'ng {,xperlses: ind-roc[IV ii*m%,;il} per Ulli7 rf.v(,nu:, 33 per,:rrn` by 2)211. Thr v;as ca%3 :ng profit sharing -or U.S. team rfm-ribers, .. 8Q t3RAlK(;r:0 GCRNDnATE [)(`IAL RE9FUhaSIGILITY FlfP0I1T Page 578 of 909 P d I � energy tlso 't-Ve ccrrtiillie'o rl ,sl irl ko}'taol I';+vrrh inre7lariis, Or.gage e rlployro : and irlca'pn ate susta'riabilitJ prl"o;plr:'s grid ir1!u crlir r^:l1 eelale roc.-print. Graill' vr's i'>Gili[ee account:fnr ahold ) �r,'rr, r1t of sur irrnl nl c,i m,rn}+u3e i- North ArrieI-Ica-'Ala fc,rur�ou'ei.-C its to inp'ove anergy a{.ic.ic :}+i o-r Iar@F,Ft bu lc1 rrr�;, iriciiAjillg Corpcx7te t,ffi;es arlci GSGs. I Renewable Energy V-19 are cmrnmitted to Llcinca t usilless the right way and ori—Lmd sl1staira6 Iiiy ir1tC{)kir ooeration,; i cmb PI40113! A. iim.Vi iroivs!ard LCD i11Krrl tl mx01 liphiim�a IwgB r ti+.�hrrroti+e' fes.slblc:. In total, Gra,n�c�r currently his 5.3 tr141r of x 3i10 rx vhde u' . solar p.,3n-:,)l,; insta.le:i on ti--a,oo[Ic)pE of:tF I�Ca, Teas,sy'te'm' have mot all r.rrc:resv gsnFrallon-rind financial cxpoctat.om.r1f:k+o FacIlity Performance Optimization rrlr)iMPJI rra4l'ena cc rrarsuire.'i'lerlt�3, provide a ellablc:nioll-,11y fhano!aI ac:nrtir and offe•a sicgnUoanI I err,c:ntage of energy In 2017, in:order to hL-lp benchm ark and standardize inoerendef-ce,10*6ring rlvlcs. op rtunities across our network, we conducted deep dive energy audita on 4 of our 10 major DO rn No*America. a discovered commonalities i a 901-AR P R 6 ri U C T 1 4 N among energy loads and h;Ceries, HVAC systems, i Iightlrig, conveyor sysfema and air compressors, to name s few.All of those arras cOe red strategic rxo;Qok g° opyortunifies for Jon -term efficiency qairrs. We ttlerl rolled put our discoverios to 01,ir branch network and z, r . ra.'�ta y,a„ corporate and admin Wr lve fadmies, with similar t.aaa,o� ;;I :success.Addrfionally, a found it to be very effective 2.;�l to Implement camprellt�nsive building marlilgement systems in key locations, Llpdate to LECA lighting a 2610 x]19 9092 3418 2014 2W6 a16 201E � and other ik1cn^I{Qy SOW#Ior1$vvltb gre8[return on westment ti inefrai'lc-s, and varjous ogler initiatives. �UsrProNu:liar{kl'.T) -9- SR C;,s?,mic.ca7 i ENERGY "EAT MAP Thisgrspriarepresemsana cm 1a: x= aw W xm a•• +w em C 'axo Pau Irm '±xo We R11- —1 17% MM sl..a 6,6. 'M mc.grh a`energy usa9-2 tat o:u q� F ., Je�heonv:lle DC.Th is rid 3'f , reQreseriis'ho highest W1 enolgy ane Maga peak: ordflmand peak:, u t ,4'f,;'.;`;`r'$.{;;.° ` ''I,:r'•4 Fr for agivanday.Heatrna,)slikfr ",_� r.r3 �;`•%,.'.x,;,:;;::'�°--'�;.,:-.;'.��f,,. ._ :. ,:,; .<+''t�::;,��:-� this one hole ua diecoyof outiiw!3 -' r' In t7C anergy use a1,d W5-fuze EM , our fadlft�es'Q Go,-Isenv rpwuroes and md-ira Goat. � iii. x��Y ,�� f��l h. `'` .?'x7 � 'kr • �. eW 41 50115Plll14.7RVrh . erccna J i 5170 r'FArAte 475.6{11.11 sx r,} ;, .ii.l,,,,,i} M1�'�i{•' ''> e+. �'} Ititl7 f�eraarxild ;:U';.1iP1r 4<4 �'�-#r��x,2,^�'r �if '" �r w •� ��.�N x,°igF .rti}.fes �.x�:>r', > '� x, c coy Q"SG � 4f t:x..':; . .."' x'' .z".• 4-"}.rte � fit. Page 579 of 909 n • i t f a Ustahing i. I k €�uilding Management ys19M�s �u 3fy'15 ars,tl'e prilrary 1N . r4y 4 rne&nF; tlI'ou�hGrainger Pc,h[Wes Its Rn.^r;JV 9;f101$I 5} ' goal:=. k-Vhen c'porntirry upt,mall}r,0-.e;'a.lov:far..l'I_d IrlEnard^'s I ' tr,nrry,'ce the:y0pc-;r'qorkinc orviro-merit'.vhile inininli7ing 00,h°}3 ai' n a r'e -nergyc.c)L,Is, Exec#v, u.ilLationallo'a'su3-escxtf-nd I ;17(.)oer.atlonal Ii cr;)f eQ L,1prrlorl arA Eys O ri; 1`1'.rQuQ11 'o,i'..:;c t nrrorpy 1c'161.Imptiorr rind op^rsttirr� I'Iours. A5 an result,rn7inrc,ntince a."c uep,ta' cogv�we redi-iood,alri:t lesa a nc�-drdec ernrg, i r,.�n 111 C trrc.-jgh ec.uipmr nt reulaoen-—1 and rl1Dg•:)r-jC,.>, Cu-l,i3ntly,14 of our 1,-i l faoil.tic s Ilakt�e thgr x;:,c:n oullt wirl l cr-,trraf tied with I?!`-A& On evemgc,, 0 ralnjer hay, reallzecj<: 5 5M quare 10 to 15 percent mrjuc,:.:un In c-rv)rg� uae and r,xpensoB at it,. s feet faM:!rn3 afler insk7lirr BMS. LEPID-certified space#hrOugl) 17 Nortel American Grainger facrhtaesMin, 0=1 � LS.'i- ric �8 1 120V. Grair-ger celebm`A II Ie grard open:.ng of fi&vi DC in Raluctlort in energy use Burden,��wrI1-viriEhip, N.J. (NEDC) Ih, 1.zLmillicr-s(v fl3-fc- and expensesAtGraingertip cilitles f�(jil.t rs6,.)2k::snore than'K)0,C00 items arid &Ilow%3.no G;-)mpary after ITISO I I In 0 DMS IL de'ivrr more producr=; by [lie next ci�y to cu,5tortt:'r6 In tllo Kor lies;-;I. The D0 rums on state-ct-thy:-arl distrix iMon 1&: hno,r)j a-Ebl:ng regi-titre orcir,r prooessing.A 4.3 mcgrIv1a`-i Sola'pa•'eI LEER Certificintlon Grainger r:,s b!a%r a Ir smber orf the eys-Larn was insfall9d on'.he facil ty,L; roof.Thi sysleRl includicd U,S, c,eov B.li'ring C:ourcil(USG C'S111Ce�%x)57, �mra re n n:, 13,170+7 high efioi rc:y SunFo}nc r alar pslr'a!s rI at gen'ar:i� cclTlrni`t-vd Io bui ding Leadersllip :rr'Eri rgy ar.d Lrivivillental on =�ve•a.pe abc,;t 4�) peroert of l}:e DC's -esign(LE EC)carti.ind faclli#ior. Wu use the 1,.SCBC's LCFI' r6 Iilr.',rnv Its,'.x Iich is ec;uiv1l:n`. IG 1,6 perrf,ra ur Gra n{gc:rti, crfrtifit Tion pro rsr 15' IG grl'dn bc�L Frac#ir,fs for -i'e de�inn, North Arnerican ca:-bon fontprirrl. In early?10;8, t"'e IJ.S. Greven Mon struc'IIOn and r)pnr€3C.0".of r}t,r fa.vllltles,;iinco,2008.vir, ha51e ?IiiIdi;'p Council{U3GBCi npprc'A+ed LFrI}GO'-D certitica!on-Cr rind 5(j'srnn ii norrL lc bui'.d n'I I Ie'a-corp,)rn'�.Brejects#o'netil NEDC,1 hiKa project wilI rrc•'. Anti fedlic,,rvinual cpou iic al I I--.I=D sta-aard alnd seer:C-rli:ir:lWon unrl(.I'rigcravS Thlr{i Oafry ;xoc:ndllu;es^ic;rri iuerily,I of it 'r:I I also pl-y}e r4ey rola in IielpI^g rowirLv"Its pmvon i;raL LEFI]-c:c:rlified buil. ing% use c"5 Iorc erli its rneel c',I;GHtA' reduction gcak.r7is viIII no#on'y rtid.lws les,.energy--vith a 19 perc'ant re,dLIO-ion in a(�f;rLqate op^riatlerEl r]r'rru€rl rpr-,r^ticrr l ext nFlitwes signitinerir.11y/+but I'will aI�}pla� ccm.; in oomf�'irkurl to nisi r,.,rli ie i o it incl:>. ,aingor c,,.rrerlly' k(;y cle :n us mo,-t ourG'i IG4 rndw.liw. �oaIr, --nairl-aim 5.5 rrliNor,sq-%v o fc c-lol LEFI) -,m[if lv:t spam through 17 Pjc'rti'.Am.-e:-ari aoi!Ikios,, rev}reeeMing 24 ptifoent of 0rai'%-ger'� ,Ass m%vS dsr iiivc,.,irr�wIs In ron::',r:A)le enorgv ori a carr:;-by-oa8e t:):.al 8gjaro foci i'I fro--h Amu-ri q.Th,P imlude3 Ills tir^t I_EEC Iasis �: uart of ^',v is o:ecT ply, . O Ir 690!93 ic�rl I� I yr 'oflc:'7 c;c Il;le'I f,iilciir'rp in _rte ''JI IC] i:Idustry,th,c,f irEI LEEI7 cF'rtiii d DC c-ac�.r jr,lccatir:l^},~'there Iva crwi caffaet Gnr,xgyf'JE2, Impfovo !'r I-Aortarro,•, Wexloo, t-in'c3rpesl i_FI I;-!,I FllaIInL,m proi.,c 1.of perational rind cm;)I�'a relrlrr or ,rivestrmEmt. :�� and#17c'rlurld s firs'-LEG Wslat�coni-er. o 1 i +al'I .l[JGEs R01ar GCRPC)IIATE SOCIhL RESPONSIBILITY I;- PORT ELI �sSJ� � p Page 580 of 909 Oar + — . � l i FA4 KAGINC PERFORMANCE hlp Complete. Diver,our 90 y va .;(-.f cxmerle,nce aIrd rr.:}i;; kyr ;r:;y.^:trtrl that prcd.)ue4 rio rrlur i+;ipr}I weisiE�veater. 'Ii-!n I11"rr 100,000 a day.-ao, .,ndc%rs-an-:i :"e:},.,rc.hrs,;in -,'8ns.tlr}r7 4ac34;sv'n-w rAvin;a ou.s. �dv-rig for(-,raingee,ewq to hat}its,n.-ir buyi-ig bOi7)viurs 0 c}ur CI,rtrlT,q's, '*'e k"ow"-cnv Iq0%?0,e for c..r.%us-or;lcf%,z;aro Le:ter a! ng our pr:}cuct. thcr•� p„rcht re online al.hurl•v i I di'rrmn[the r:at voo-k. 'Ahli,m z enr.•zl consLllrgr sho I)p for r=}nal .rri11_I0.3 al IIr}rnr M,ty Ire�:t;lar-I .s,tive have trar-Slti(MC d'0#;cl1%3[Cn%VA8 ,-A r,3 ac[Aio^ Lm.find*ith a staggered i hppma.7h to w%rnpleti,,g a rnulti-F.-M.i[:r[ that ury,plo}+s aAo7'ated .echto provide rlyht u,dcr,that st�rne oereof)[;as .c.}mpl,?!Ny differen-rrlirlci n# pw.kagirio'or;7vorF17.ed i1e7's, kha overall arrciml of I rjt work when all o 11 le O'oC'uf•,t, nod to be there :c, ntha•#r ?eckagl--.� rv�quirmo. V63 oci lnue to expan:i ou, use o`plaS'ic. ; mnma oto a cri-;oat pro.eci. air P'IISJV&�.a dun-a rs for emalI parte S"iprrnnks, of',vi 1c1% rrn.st 1 aro No-degradabk,fnall-cXo Salt oontaINrr� matr)rlal'.. and,;Il Grabecr wives to ship al iterr S in rjn orcoi In one box BII:i on M16,Fria .ran911oneo is r-i high-O'denoy III r:sif p- 1.1 ic. ttlr.samo cr next day, deperr[;Iri; cn r. .etorle':•eeds.Il iicrrlaLy, I-olps reJu^e overall plastic. [.sq. wo ofor t-)this pra;Loe a�".Ship c:c.•mf�l.#s.”Th'e approach lnrl Packaging Perfon tr Enuo Gira:rrrge•ti; L)C•,;we dedlcaled to r%ommi#ment kc ser+lllrg,uLLDrT-c. , it -'e mast efflcier l 'a a;} reouc ng ccrr;.L jr. saga @-,I paokagirrr and;eight gxperlses t}s}ssimlC; a-so ')as ooslll'•;c: rn the en'dl•C•rrn:n#. :'ale measufe pauka i.ng and cori'Llgate affix�-,nFy hytraori% SrAp corlplete `educes the,amount or hazes vire rI sed overall, the number of bcfxc.5 wv sgnri cik+gr'.he:'urTlbc.•of c•dgrs Slee .r^rohy iroraasing ene';.1y c:f=ic-Jc;n�-y and prod�vU iig fow mr roceive,Tllia data pcil•t, c,ille;:l caron-to-orde•retie. elp.:1 ^mlyS'r7-is t11`OLJgh oar trl.nnt}{}I'tc:`On far- it :%inderstand Lhe positlsro MhO that s"iop ng Grdor�f vtsl.^.1 g 8ustninoble Narkaging e%%,,part rnlil-iple i-ems in or L}cx can hnvc on-31-Ir ern+Irmnlrnrlt• of;-�rabofw:s cvrIrrl.rrierii t.:)crhirr-1' Corn)EjIr initiatives,suoh as rlLin LI'rnc t Y p �? .��..and adJ.Istrrvnl=;to i %-e work dosely with s-wppl;ors -ordef roul.inq Icx is%,f ivcf shipping L I .� p �orders Ir cert.t�ox,f�Je';a':hely� �, ' tr if idc%nkv,)oto,)t a c>t p.w-.,nikia to _ ;,ight 'I1creNt:e3 ir [.'I'I: are gxpgotqd,gh:,vn 11 effect these mirm 7q uni ues4 r.; o-jf;k7glll�l n:tial.v,+ rnaV 'rj5,'Q or the wa%l DCa er%poric—no vol uiTie.An -,k hila reduolnrg See ris.,€c.•f daiiage increase irl U'llcrn[,r radars and products por c;,c,f3r IT ay regJ.-e Greklingot boxes to the o ducts,,o: [.ffnr. In Polb, additional car:urr�;.:-Io-,vcvc,,tahcn Ira0:)ed Pt i_r-3@8e8 t are fully recyclable, we it vodu:,cm Supplier Fa.ct,aglrip in fol;me,CTC I'laS rc�rrninod relati5,e1; A batler Fruin our A. 11_;ittvw FyQrLi ow G?,,iirjgrr At Qpt?V,91�119 VdU I 11rj Mir SuRtzfIning our Swvkci Our GRAUMM. 'Environmont Cum I(it,I I itip..�3 (,EU 1-:0.011il.10 Gkallrc Rc-poll"'iNy ........... 7 rig OURAPPROACH OUR-OPERAVONS 0 U R PR06vaTs 0U1R:5UP!P.LYC.KA4M stistAihi Mislamers Rearh SqVly Mish SUw"aMp Ou�Opqr6florzs' G1L!j&mse Cm. thQir.3LM6..'Jj1�2iSIIIy Uoalr.. 0jr ur . 03r SU.ppl5r ch.?4'(l Rfl. .�IU N1WYa3.ta P1T40:1fi&-'A1YPFa- I IrcdAu jFP��"j�d.1:er-�.e� Rc!Ncitj(�!r iwimao' V!to h 'I,:�fly "Inin En M .n I I Tf.q g Recycling and Waste by sIar dard izing rc�7,yc Ii rq prau-ms and z;havin be6l.praotilor,; E4c,o,;,,ou r c,n,m_)rk.wo are con-Ji-itm I y in iprovl-1 g the rc,�-vcl,rig DG NETWOr�l< RECYCLING RATS (Amourr#uf wasm,diveyt�frDm a Wndfilrj mtc,h w r U.S.GCs, Tams are irrjl;)(=!cJ to use 7 C.-I m--coded system to sopnml o Brl.--i bale rr ateria r;mc 1i a�carcibcard, ria;tics vacip and ryiol.al a-%d are eranu-,ig-;,J iii chafe and.est idmu-,.for m!pu;rig mpc-ve-nc%.ntn.A.L!a revu't c-f th6,;c-, nt-r)rt.c, cur U.S. D0.5 routincily U pwarda of 8d pc'—mit c1l would cAhc.,,wi%,,-_ 804 he'AnLt_'s:--e arr 9.Tc that cvir, In 2U17 ,%ig begar. -.o Ip y u i I.a I zm;.-er-term sh,FAngy Ira-rie-,vork for hom til au hieve andf i'l--Tc�r cper.RtiClr)S. in Uir GCs, -o mabtF%i n-; h i9l- level 0--aMILI ntr'lh i iit� ir I Our Inal.8-i a's CIO% mn-.rag(:-rie-A P-0c 638,tho r;I jc;tBi r1a L.il i,_y te%am%ci'-.-won mor 141 IV 4(1% reporting wIW tiv; -)C Learns and membr =a of Ll ie opera's on,; leadership-.emti. Looal DO facility I T-a.-iBq&rs L9 is 0 -FA%m 30% remicl ir q rata as p,,irt of their annual per'orrr r3r-co goals, 20% Resotirce Eff I cien cy Grainger dor.,%,5 not cl'reolly ma nu'af%,tu rcr..the, proo uctq it cel zi r;c) 0% 2012 2093 �[)14 20115 ZM 2017 ci,i r water consumption :F; ri'ri alai, H owever, we nin rr na�i i re ow .bale, loo p-nPnd I(x)k[_-op porturiic, to rccuCe usage. UrfrCis 1LAW%trxi Irp--.Ydh us MN K-C.jB m r6cpIpm,-mu hw1:11:0d w mwj rx}eI'rp W.8 IJ,'-T1XC-Man-.1% asimta 11 ig veal.er-offlo iert f ixti jr-,E5 acid lands-,a l.p'ng irrigation a oi.r larpst-.-ao:l:tioF; (;rsilri�er's 1.31al ,v&Lw rri1,s.j-rip_irj- In th-3 J.5. Irl 20 17 ldva--,, 467 1 8�O ou L ic rictors. Dr, R J=CYCLING RATS 20 16 Recycl i ng R ate M Ir,I-I LIG H TS 41 2017 Recycling R8de a Tile DG network 100 moyefing rate finished -I�-e5: at E4Z pe"rit, :V11 Memphis DC saw the 80 Kk� highest Improvement with v�parcont 60 increase in thoir 207 recycling rata, L L Tho recyol ing rateu tit Cleveland,Los Angeles, 40 Mfltw,4nd Groonvi Ile imlao improved in t 2017 vs.2015.Glmmland DClinished it 0 JXDC CLOG LADC W136 ILDC ovoc KGDC IDRIC MEIDC PATOC !00.6 pment fDr best in 1,. jqd;so iiie cAv.EiFju Lgsgrq;cc swirrarc.2co mirpwvn L%,mn-Ale K611-6,sUly DD:JqJAmnT.yp. MnaT"s clwiii,wIth Los Angelets FL 0+ CA GA iL so PAO TX rd. T4 IX and Jackso rvvj Ile DC Distribution Conters close k!h1nd. Page 582 of 909 { , • l • IR 00 Lqn. pvwronman OUR PRODUCTS Helping Customers Keach their Environmentally Pit ferable Products (EPP) Sustainability Goals and Services Yk viork to f:r77#$a rrrorE�:}USL`�irliitil^v;ar.,place k Cu'(w l:0ITG' E c,h o r.iu i it our EPP i<a d^,;rra-3d . I ani sur vurr7rl:.r7itirs thr-DIlg: uu' =rlvir{:r-mc"#a!Iy Prefel aoI{; T.a$n leaf cin ;rain r,y. .;C,1 1{; ar C c;o-I1eS I-C.diict(I-PP; Portfulio.'a')o o;fivnur cuAxrer:;or I(.,of rho Iarg$si :L€}vn spacfiw a$.of a.!ribu:tls or oe'=I'icatia'fi greet:SKI-i uoun's in the indus.rlai d sL-iou-ion marker,omv o'nq IIighllghled ill trp t{r-hnloal :;^rtnI'ori ttlt ricrg}lays to redJte om;-rgy rnriSJTllat ori,CL`:IsoIvo w ier,reduce voh51-o. T-e g,eerl leaf--on gi-Ildes cu: ,tcrn$rs 'd.'as1-�grid irn€:rove 'ndoor a`r yudli4;. 'n rild tion the Wry-cv ny r crse� tca a-,d rnc.-rF, an5fi on,7�$nxll5� f ra'araLla € r}lkers deka-criken EPI l aiin.ytics to ou•Uu€turTlcr hoping the,rr7 sol„do 8, Procuut.! id{nk t ec',v'Ih [his Ina-'fall i i-.-..pc-,rt 7iid gr a[heir groan;'€oiid. &T..11arly,-.vc Dquip lrltc Iwo cu,c1ja,orl�er-f.,�{,i•7g t;warr n$lrbe s d;l.;I training,sa as tool,, by I^deoendart orgrnizrxtions and those and mark,.;#i"g 8uppurt 9u:Kiat t1joy f%,n%i ,elp LUS.Orr:t;r8 7C"iave tr-.-]t 117,9 "greet' erivircrimor tial attribute.." i raa}7I7 ful 1--mgiofis toward: 117elr 4ki,*-'ra>.bi iky Boa's ar7o 'Hja-irrvs. �r•i A cert'f uaticri acts as a Sta ino{;f ppru;al :ono Indioa.es Lhal.a pfc-AL,ot has met cor#ain 6" 2017,we Ia..r7chod a crosa-fun(j:ic}'- I C81-1'4orklnx Grui.m errvir•)rImcnt7I staidardi a,oural ttriou.es a 5 slistainnbility aub4earn +.itl7 ropresen-ativea frcur7 }rn{aL wk ;uu 5s `en{r;}+r,'f!ci nt" (ENERGY`fLS—AR) a m8nagvin{:rit, {:xrrrn l Oeira al`Li gal{,;;that tOCws$8 0.` s ti,-lj or 'lo'.v Coxloity" (Gran Bea!). fltribules 3r,.nnv'rorine;-tal ouGtomers';h'lh 1171.ir 1--PP p;001-ir$ITienl y08!s;inn pr4Tlotl"p E"f' gjakil�-,or fop,tL,res lied to H s€,cci.ir,,pl'odLIC1. V'1{, .9;k puI' at,lut!t}..;.'I his sustairlabllity s-c;rvicrr aild ope,a.Llol7s Ica;m k rir'g.s suppliers Lc7 :}Awids ?fids$ attr.klut{,s cr crr:i-lo.aLlorls, ;jnd 07LIr i rolleollve E xpericx7cn fn mea^ag-rig envlrurlrncn#a Iy Preferak3!{- Oxlc, a. par_r,er. ,JL Erivknn-nGntal Irio„ verifios the-viaoill[%y(.f i prncuc#c$rtl;loatluns arid r)#kribL'k$s, reporti!wg .r2nti1,;remen:, the at'rioul{;t7 the prodjcL i repulalcry coriplipuice Arid :iiark{;fide 7' 1"°Q SOIUCIt}Ils. i GRAINGER t:PP PORTFOLIO 19 IU Mage Enetgy Conserve Miter Jqq.d'066 MsM Improve Indoor Air Measure use,canis! Monitor uge,Flltar impu rides, Faoilote recydf ng Create cleaner air within effectiveness and output, rerycie and reduce oonsumptlen and decreaaa fsn[Jhll faalilies through laxer and reduco cnnsumptian of wafer rescums at'pcini of use;' gfo4rtfti tntpugh VOC'a filtration,and natural of various typss of energy behind the W,and ouidoora recycm tiWtert produces I'_LHCTRIUL PLJMP$,VALVES I F'11'TINp$ I�QYGUNG EQUIPPArMT CI,UAHERS I AIN PILTRM LIGHTIt&r}&CpLyTR0L; METERS 1 FIXTURES IDA PER&PAC KAGING CLLANINGEQU1PUENT HVAC J R I I11EAu PLUMBI NG L52pLrlPrd FNT 9OIUE rN#T8 0"ICr;PRDUUGTE GOMPRESSEDJAIR FILTERS PAINTS 0 C911NGS rrw 9.07$ CrCrlr'L')Llh'-'F,' SOCIAL RES,}4}N:i171LITY rl�fC71�11 � '��'� ,','_w Page 583 of 909 Lelior Frow Otir 11� I ottor From Oar 1-jFjk-,r Al ('11)" ltrnq VaikkI4 ii�j i)jjr Sustftin.lq Cor SC]v i 11PJ Ovi, Co ii I I n I A 11 tit--U A CLO 91)(11118M A Glaiwu 131-�.qpurwi[Jy Pair,I C Environment APPROA.CA .-'-011R-OPERAtpQKi..s-, QUAPRdDt]CTR 0011t.6111112 PLY G:FIAIN SusUi i n ing' &R.,0 ac�rafiww Gf1?L-.-11)ouqD Gis Hr,'I:;ng CuuIcy,�-r�Reac" uP Y Tulnuilwhiliu) F 111pi:SuStE�habiky G Our ..Ou�Pradtil* J! -Pron!unis[El 111)arJ ny onment -E 'Ird chicAsia In an uri-y of 210' Gr&i nge, Sustainability Training OSW)i"'hed a 1%0.Jolie of In 2017,va, lau nol-ed R - rr 1,,)dU le in our I-im-T:rne Mariagor LuH Lai I'lao il ty ral FJC,ri .services. lq-,ld-Dr.ship J9vGIopn-ri-J prig-arr. 01-if to In 2017 kl;e 6,'x Par id 8--1 U1,; ,y:-ivn ur iqapemont Q-d U-,CiEirE-Ja,,c i ng in :sur L jc,,,-al as 1:1i`N prvtfolio of vaIU&---DrMFXJ i 1,vc L. �K-rOEB th.-.4 b I m iries. L fill g 10 Ille afto.ct cc-s, vil-k-ll largely (A I hab 01-1 our opc;ratioris and-0-ah :ns LIhl fro-r1 OU,tor'l-M I leva'agfFl,%;the,CxP&:8-ce, agcv n iiorriUers c-ri",,w",(,,y [kir' to tsilor thc CSR in6ss ��� M+ and r,,xperlIse of oil- ",failige" ryi(,c,-L ffieIr cRil%; hw;inc,,n3 ebda, d3l tc,,p]lrl Energy Sarviccs Team, We L;, a%�uu;. �),-Ar Vall-10 c,.hc,,ir-. =!r%i%A-c-nmen.'I and t;ie Sains of Green Product also w41 ou' way8 vie servo nur coMMI-Ility. (2017) p,-rlriers In some inEtFirices--0 .",elp Dur mistor%iers aohik-,vo their suEIainabili-.y gorik.The rani, c.f Bil.8 E-Uditr,, payback analysk,. -Ai il? iel—ate 7c;ri%'%-t8!1Oe- a%ld- 434 A- ing L): e p;ac ad ,)r(.duuL. For exampl r,,-S-alnger can lin-fa fes 1.1 to EL i-ar,lith;it 1(J audit c-tj%,;I large Team membe"N. i-tG,iF. r)i-P, xlerlor ligh-in-eC% %9: who rerehrod some k� p-oj!�ul. T�e .tijd;t(,ornlsiJ3 of a sit form of tralning orp cru.1%1,energy rmidii, returr,c.- inva-tryieff., $usbELI n a bil Ity at G ral r pa%j oa�*rrmaly�Lis, Liti Fty rola ass ic-la-,�DG zn�appl ic ali 011G (2017) (phc�ti.rnel-rioe), f-rjpplkvab 9. We ooritiriuous'-.y ravli3wv a-..r EPP for opportunitie� 10 Prcv,63 to il c.oc ".01 U U011-S to C'.I Jcl.tor rie i s+vi-.h£ i riabi I Ly and FIJ P I-i addition tu ow leaders'-Ip w!3 are pr,%�c uerrer l: g C--a S. C Ll' CPN Fc f I:ol lo ol--ers rnom th m .o'r-prover lc-VEJ' Cf SLISMir'Fibility exPeftliie neer'-1,, d �;. 3rgramloac;2d a 3LAS[aInEb-Ii1:y 72,000',K L),,,I nol ud n g K I Ejtlojl�3 r-1-, 45 81 Irl o u-L-3s. n c%m,,tu-riC-r-1a0i')9 rc%.Ic, o. In 2-x17, €a'$s Ot 2 r-,Vi rorime mal-y p forer ab I&prod UO",;tat led l(,,s 3ulie fo,oi.i,ncr, -i-lanagom,and MIOMB'r�arvi,- r nore than V5?2 in il Fc n,wh ich epr e sents a pprDx:ry)aLely fva pr;fc-...c;s iu-)a's Ill Gw-nbo,f 2017 to im p'C%vc% dWB8-195 S hY per,-.rnl: ol our revanuo- oi.t lir i i-%.p ov s ustrnbn bi lity Val Ue-P'(%.P,-,r;it 1)ad-altirn, (,:velopecl FA formal.:3usl.rj inabi I t',+trai propj-ajl- [of all nc-..)f.' NCVC Ur l:-nan-ri@�)r ILar.)I jig paths. 01 ir objeotIve is tn h r in LJ C,rt ler Valt:13 TO mjtii.o-niqr engag-r)mc-;nl.,,, I GW-Lurrom ii i r neell-19 M-9i f r;i isl ainab'O prof;,%.jroiy,c,,r!L and tr coots aut of thei, bi.ldi)eSs. 72k+ rte . 20-17.v,,c;I nc he.11 -9cyd;r-9 1 vair%I-r,in oi.ir I Envimnmentally parl.o'now erior.i Ler on boar-,! and ;ri ei i[a Jon. Preforable Produub� Las:ly, th,oii�.11 i a variety of orl Ii-iL lool 9 and 'Yoe 'r- c 4 pfgiidn tour leai%i mE�monm,vi111 a vas; @I ny- -e-r r I it I op port.jr i i iie8 they car cx[)I,)r e 8'. 1110i'0,AF,IT,] yak > 0a f3HAINGER 2012 rORPCRATF; SOCIAL RE9F',1N131B!LlTY RrJJOF-1'F �-M Page 584 of 909 } — . , . , , { a IJP 8UFINLy GRAIN SUPPI.1EK pI.Rr0NMAr�c� Throug h put Eirtnerahlp lyilP,tho 07P Vie v,%%e ablo'a oallPpl Illfurmebon s"ijl.Ust I;:cYCIOaR In 9LIr Eur-D!,,r4airi,Tho grsplft b60a E%�.VWS the Impact cu•supply chain hae mado by l nweadllg III Stlstalnsbla to.)rologiea end prackcs. s q i IVY ` CO2e , $26.5M 85M tc $ 11 I r-=rnlsalotts Reduction Total CO2 Average Emissions Investments Reduction Reduction Saviags OUR SUPPLY CHAIN Supply Chain Stewardship f'scAciressirg erni.acivns acrctit:our valje effIck.-ri v and TI 1)'.r-Ii7n fuel usr�. car�in�Ier=i,.inues le '+l `" ^ign,ficant w. addressing kl;e,77 tht-,on y hdt„trial supplic,r to be recn)�jrli76o by the,,i,�, , L in ^.Jr o',vrl op.w7tlon8, :ur tho ciecond yen,. E r.+i csnlrW)ISI Prulo;JGA Agencr•� 'LJ-SEPA-as a 3n-ar + � we Lire 1vMh our supl::Ili,rs throllgl l partner. 11,7;r'7fc-gr,.`,'w pireV'de3 � f(]I'Ijrr.`CSI. °!)e Lail PA + 8 the CDF,St.pPly ChalrI survay _0 CFeHtr, r.: ')LIs'nes c;:;to ooI'abum tc in:order to imp,ove II i., � rnnre cnar•�4v th+F)r,WOLI'u bc-t,c:s,l>le n envl•cr,r%ic nial effkkncy of L:%e!r supply oh�irr:;'tri 7 oir aom. In 201 C.. Ihi-,pa,tnerslrif, hol ped redrlCI ; C I-I(a emisti;.m and other .j i,vol ut;or1. M ars proud to Fm4+p r6sofved an IJ$el1gaq. t+flth our suoplk-)rE to lea,n roc•[= A-mflrkyforv+rr about the!r errl.sti:ors reftiction Strfllegi8�a. srrPPlye+MA Wrvay, r 2{]17, wr receivod roponses fnorr. 120 0 Forward C) 'r6 r I r J.Dr, ve 1CiG iroreas of rrlC:•(.than UO;Dercrr-t of srlppl.vr:;'.,f)m our pilot ynr,r. In to:iil, WHAT'$ COhIElhlCi ifV OlJft 2019 R PORT cur suppliers'ntt:m re1AJ(9..71+36 m.'I'lcm motric tol):;of f.;;.ff Sustaining our Environmoot will now be Solutions and rr.-sultirg h morn tha.'I rrlill;:71' i,)€r'•ferago, cavi;lgs For;, a,r 5ti;mardshlp esf�nr-iva ousirie4sn Subjects will inolude ef#irient operafiDns, packaging TransportationTransportationatfloierrcy,alstomer solutions and produok ste%verdship • Metrics wlll irrdvde resource stotkard8hip, prardtlet irnpact ;ra r)�jr,r ro,ies on s rrr.talork of tliird-prirty omlers-c;r Ks tend lifecycle, continult�e and swhuions and translating -,ear:.gp0r1.Hk'7n neaps,Thr-;,nmoarlyw❑rks clOs9Iy with these offfcienc;y into suskalriability prc-Mde,a to c�crtinuvrlaly L mMy-vpporweIitim to I”,�,x!j'II2?', 8 For supply ohain stnvkrards#iIp,se[;Suplply Chain 38 OFAINGER 201�5 CORr+411ATE SOGIAI. RESP0W2 F}IL1TY RE-Pun-r .ays Page 585 of 909 is IL ServingOurCommunities ■ I on disaster preparedness and v:,,spoi-15;e, OdUcatic)n and warldorce develolarnent, and local civic arid comy'riunity erigagernent. Ew"FE I r DESASTER PRUARiDNESEE t PUCAT1ON AND LOCAL CIVEC AND . AND RESPONSE q *AKFbkG1!17EVELOPMtkT C{IJFAEAUNIT"Y ENGAGEMENT Amolican Red 1C rots Gly1ho f4latchillg�liic F'togr611T1 Team I,r1ernbei-Activation Team Memhfor Activatiarl. C.arrlmunity.Grail Rrygram $ervlrio Our 0j)mrrwhI1t2s Survey GtairlgeTJuaund ttre(3fol)e OUR APPROACH Gra;ng(v works to.support!onG-le.rYrl $siliL,rll co-nrrllnitkvE. Cur�:crnrrlunity affairs $24M+ effc-t. [acus cn{i s pr�paredn5ss ario re$pc7s.., �oLIC�..^n aril worltfor:r. dnva':}}F�I$rt and Iceal and rnrnmr;ni%- ^ 1�aagemen�.Vde levsr��r�c. t')13 thought Ir=dcu�hip c-nu;ere041tivns. '-IjEj t-tljn,rc:ady spirit(::volu"to-wi:;rn of our 11'.IsineSS Grain er contributed IlrsrlU".o$(,Ic.jp.ourtG r1Ie1nI]-s)r8' d-�!p111 o-knrw--';idge'rl AIl[aplV 0I13.Ilh opc a,Iona mare tbvn $24 mi111on � _ ""'�•'_ :,&?� ario our PO yr-'ars of experience vrith the oommuniiies where%-e IIve v6 work tC in tOtal COrpbTF)t$ p drivs F�:}cial oenetits ae;ross lflr;F}ArnoriCa.We work cal:aborativcly wil.1% o'.;r giving in 2017 communityr:'al'7.er�through 2 CC.-l,blr',a.'.on of 'r s]U,C$8'r.^II.-ing- Il-1 11d d ll'I€itiC;YIS, learn morn ber vo un.narism and rr'..r:i;1 mEtc hi-I� rglfts pfog r€.'n. Disaster Preparedness Education and Workforce Locnl Civic and Community and Response Development Engagement A$the threat of disaster lntermifies. VJe belipve at the heart of opportunity Lod by our industry+-leading 3;1 d[saator philranthropy must evolva lies education-As the wwld evolvm, matching lifts prograrFI, our Iocal rad loFklly in order for comrnunikies arLd the need for Ddur:ntlon bocomes enyagcrmer1l pillar provides tearn eS;onomics to thrlva.Organizatlons incre&singly important,G.rainger Is membors w the 0ppot1UIlltics to well-versed in supply chain and logistics, dedicated to holplrig [ltoso who deslre direct€upporI and in-Iairid donations like Grainger,have a unique obligation an oduca;lon, so they carr bettor to the org nizationa their cominlmiTies to IDIUVide suppori Phen disasters lhernselves,tholr famines and those value most. ccrur.We COMI)ine y'ee.rs of oxperlenoe, amix them,Vila arc proud of the >>haarn More About Local Civic and rr the knvledge and capabllitivs of our eduvation and workfome development Cgrnmunity EngagementCorporate Erne rgency Responw Team prugress'rve supprirt, but vee are most and the parinerallip of the Reel Noss:o prorld and inspired by those'dvho deliver pTaducts and finanuW s1Ipport cmdeavor to achieve where and strive for bofore,during arid after natural dlsastors. a hotter t=orro v. >>Leam More About 01sa8ibar »Learn More About Workforce Preparedness and 11osponse Dovelopmsrd and E:dvoatlon 4C f1RrlINCxL?I'I c019 COFIPORATr: SOCIAL. F%I p{ NSIel'_ITY rl'°F{]RT Page 586 of 909 - DISASTER PROPARIDIS111mr, EUTJr I t Servingr • • DISASTER PREPAREDNESS ARID RESPONSE American Red Cross A,8:ncs1 Hpree,disa_Ier9 a.r[;-LnIj [he world are IrlcreH' 31irpa :ri 1:1.1do, in Lnrvicx,,our prod rnr:ri aur I . fregrlency and severity jrredr'-n'na-,Gy dus to cliMale wl Ial'IgL suf}pd�e Chairl eYPFt-rIi:a'HN-14;us n-Pti IMI -lie 000rorrlc a-id Goo&I 9 o Giese everl;a's p'reolcf=id leader irI dila te•prvf}aredrro.a;rnd to rRR,GI. urprerecar#ed Ievsin We I.Rx'fou, decades, res.po^se. For 11121 ree�.}n,wo flanvr,'t}c,r1 Ovc%., .hcllrir -aly. nc,nar-Me cift nrn dirRctR i to ilT,mecia-s 4rainger Inas given a long-titre partner of ii,e Red Gross. II I d ?tict:;r r^lief, -m oppcGcd t:}risk rnducticn tiQ-'k•o di„ s#r, or mono than$18 million fact. G,aingor has dorla:.ed rrirl;e trrHn$1¢? to thoAmorlcan Rod rc,:{,vory of crt;nft,,r. I]csp ,-,-o~act the-tho -iijribwct nn-u Mr I Croea alflce the -ni Ilion'n oa6h and product to;he A-nerloarl uIL;H:: vrs c;c-tinu{:'is ris(:,disaster r.,iicf ac:o!irlt:a for only partnerslrlp launched Rnd Crnss inrn?0;1: and-hs ;anadiai) 1*o pe:oenl of overa11 c',orpur�zte plvinp, I" 'avt, r.Iore then-,iv4 Iiod t,r{};s;;irrro 2CYR Grainger o%ra tlr7)e3 as -Woh rel of ib sperii ori Irrimediste disasivr re:;fx.rlsr. -hc or:)adcsr pr..-..d.j0 portfol 7 in thr,proparc diiRtis-n@rk(3t,The vers-9 IeLUUtIoI I C.1retic'+e ; tl) a ly. pruduct va-_,gor;es prvss;nt:,d Bre t.a.LLA ,,pon rceammonra#ions Yurr au_:%orlt es irl(jludlr%;a F=MAI the venters f)r L'isF-so -onklrl, ,Irn:ng.or prc:u;oeasRr+r, vR and stlpp'ork kr cownunikies affeo=ed the J.S. C,-pEirir-Ie,Iof�-oelu)& HuITiwi Scuriccs,ncc l�Inprnrtmoni by rogion 7l, nz#ionnI Rill g ot-,RI rrr:Rrga 3no:13s,T11KILIght#-080 of Homeland Seourl_v Kid[lie Arne(oan Red Crus.;. � d i x; firs, -arclip w-)r-mm-d:s tri tcd f arknom to M,;tore#h a j r:,si1.rant}of olir rornmu,.i.a c;rningc:r - .;h{;an thorn,tiros Fauh year,the Amer aar Rod Cro s fosponds to disasters ac?uss 3!7{,{-!rrl{_;i :31i',I{7 f}r{]VI?jC.i.}til'{ LlEl:7rT'.^,I' rill i% corrirnlj i t.rs #ho cnuniry—trnT-homy)firRs to tnrnxdos and Saysre%hiInter j With 8 c:}rls0lid8.t'd scrurc+v for crilica' arro {;{luipfr-icrt wRekher, hl.rrlCullRo"arr ticcdc to#ransporta.-Jon ac;do-.[s w Id � I lee ded to prepafe, I esporld }'Ir%C recov(-,r.'M'.d.sdL!t-ir.at xpla ICrI fhc: 13Cd Gfc ha n A pally+proiidop toad: Gheltor and rest}onci{'r , first rete14er , prl5rate lector{}rt Hrrixaliur}s ririd 1,lit a .a cffr ;corrf:}rt n r d rarr,kn#ho�R attscted by rlorrorcdlt partri8rs lie it1'I a*ioe rarl�]e a erfl,srq,_,wvbv.;. Wd ri;r -,kcra dwi rig their tinw^of jrn ito t nrnd. Througli c.:r partner- seek to uorilinu. Ily Irn.�,uve o_r revpona(j tiapebl11tle:.Lased shirp vii-.,, 11 i,11r :rl(.drr -1{.i v'r{,tis, vs'{;continuo tr}kwc%.rr-i ;nur ::pu,h Ies.solrv' lea eci N_)n eaoh re:;o'.r{:'ry rvfforl. e:u_}ur:r,;.ho:; ;}r7c-'cc�'s in b),liL%,H( cs,t.)rirn mrmhc r rrlydacJRrnsnt d I:i tr4{,t.:r}o:}r;y,t.}ds:;isl ir:the accuriplis: ,nwnt of nc'rir rnisai?7n, i x.. l ?{ 444? Y• • f. '- Fa. L r j P-10To! 'XIUI.1 uth:wr-farlh:!Rmi Cnx;!;. Com{ 41 L,HAINGF1`1 ?016 COR PQHATF SOCIAL RES POr SIBILITY REPO.F+T :aa Page 587 of 909 i our Our GRAMMIT, s omlykiArdtles F Serving F RESPONSE WORKFORCE DIMIMLOPMENT COMMUNITYt Our Communities The Future of Disaster philanthropy -Pie IJ-died Nallons. /�� � ha:; <=i?j that c:vc:ry Jolla, ir'vesle:� irllu :ils�:,ler p.'euare:J"ess savor;'7 rl dhs�Ie•a.f'.er-dill.As L,auoportar of 09 AniGrioan I ioc {;ro€sAn-ua1 D�3841er CiVIrly F•cgra.-rr` (ADGP,. Grair'gor [Donation to the American inve.Ll.t.s irl lis slat relief Le ora[he dlsmlef oouirs. e'1£l,ring the Fled Cross An"Ual " ' Red Crass oa-% erre-:)osillon suoplles,seowe s^altars, 'roin.ain MsasL4 Giving PlragraW ? r ,el l cies rind iralr vollvnleera nation+k de. for Hurricane Hervey, Maris and Iritis Q' ',' I" 01 Y,}ire ocwrr.itbed kc M,3$1 miilior lovr.l of AlF;;.pporl fc.r } 1h&An"Io';:en Rel f08a Tl7ese t,•nc s?+err•;I l;t ri V-,prF,V l[:^.fc}r actIv l'es 1,:e smoke[iMoctQi di dri'.iliom"and in:,4,,l1.�ticrn:>. nwrcasec'volklricc,ongl arrrni opporb 9n Jw,,scums+ship Hurd pane Hary .y Irina Response- .. of rc;pon:;(:'r:lr.r;lt:s. Hurrioarfe HarvQy maria landfall as a category-A - 11'1'c.., 11 MY :)arinc-r3lllp wlih .he Aar-Oca I Red Cross,we hurrioarie near Rockport,TX-.As tho storm tr&aed dc.Iiv.r'od V-50:or-10 Wur`.i of in-kind'do-i.ons to I-19 Rflsotec' toward larldfaaF, r&lrrgor activated the Corporate a,stj r)-c.xa�3, FL(da-Cri1i'onrla and Prler-+n Rico•Also,our#earl Fmergrenoy HespQnse Team for briefings every rrv'rrbara rallla J. rlcking 2, QG comfort kits Isenefiting thr.fic ' Mornirig and mftornoon including wookersds• supply chglr�teams qulctcly repositidrred criti(al 1'7 shelle's'n Texas. Flodds and CaJiforria.77e :i`s included . supplies within the rainger distribiAtion Tie#work of bp do necass ilea sucl7 as taller es:wash c �tqs?j7d mora• laranchros and rogInal VCs. .rafnger's Roanoke D-, loca#eO near Fort Worth, played R central role in the distribution of supplies thmLjDhoutpsporI�a and recovery cperatlons;6raingertrig nsportation ' 16EI rnl in$gers expedited deliyerlea in codrdination with state, county and local emergency officos.Oral.riger VOLUNTEERS supplied 10 (=k loads of Meads Ready to Cat and bMled water to support evacuation shelters. — {_ ' I 420 Am HOURSI I VIDEO: &rad-m rii.d{ Pa:FrAKls I 23!ioo In.hmE:Flvig,Vmri II'A':+1Unlr9 ' KITS 169 VOIUntDOI-S Packed 2,5fl{) (tits .,{r? Toialini�j 420 Hoursfor Arne rican Red Cross Nationar Proparednoss Month p Ind 42 GRAINGER 2018 CORPORATE i;.}i;IP,3 rrl:,wi}C}N31BIL1-Y REPORT �`�`tij c.= Page 588 of 909 { Serving Y 1 Y t F 4( ARFO RESPONSEDEVELoPrOENT ;.s .. :... Rader When the Time Comes@ Volunteer Profile f . K. In,2017, Lauri Lacher abd Nr daughter partldpatod in the Sound tha Alarm Event in VVIjkoq-,jrt,They to J. conducted drsaster Imofn with a resident.arl� wl�entLtetlmepni p � local fire chiof, 1,900+ Volunteer Hours l Toom Member Activation i 3 I Y {II GrRlr�el Is Ll:L' N'HtiD-,i 3120-%a• ❑' tI-e Red , r ;;rose ReELo}+'s^lLre•r thl. I imc Colres"iR`,YTGj t,rrt:oraLe � voluntear progral I In thc.4J.S. nr.r'C@,iade, 'M0!-c-Ln,1n 1.700 G�rainger leave morrlho s'iave been Lrair ed n i IM1I".volurtears. k htlrf;:3.ir[:;aro the mos-.(;ommofI dI a,:tr.,'n the U.&I arse l! e Aec'cross,rm ponds t..one ever, mbiit's s. In 2(.14, t�e ?ed Croua ki-%,nohod a naticirlaaide car npaiC.n aimed uL � redu-dricrlc�rnr.firs, t arl7s gnu 1,7iurleti t:', 2 i X713 00III 117 ll le i L'.,S,by 2020.Crpiingnr;,.Ippo'ts LhN L%am%);-.ldn v;ith -Lir annual IiC c;f wmckc dote=-18. 'sihich anr., nstillad :ju +clu,Leers-grid fir„dnpartrnE�nts In at-rkk corn The IMATf{r9i FADR7 LEFTI=I LjU;0 1,''-rrwl.L.aJra Lf,i&, Campaigi% rlakes"_,'7nf.G rfl foreiioe, as ITu ,c Ih:ln 656,000 nfa E•q.11 :il l-r::lY,I1YRr of 54r.,o jle'_4 FHOTD Ififfr%-61i; -?Lrr,a, cr;Ih l:leU} I smoke detecLc.,"avc bw'i,w.al'od Slll e Irl[:I cginn ng I o-the progra-n. irlUJding m,)m than 6$,+JCQ duriatnd b f Grairi�br Lhu.�;ra,.zj•d mcm t, n 332 ives have hc...;n selves., "k left the Sound the Alarm Event with a nolu.ling a7 irl 2017 Mann. Serie of prido resulting from thy; time. e spent in our corrlrnunit ; and for � rainger`s foie in partnering vdith the Red i Cross and Fire Department to rrrake this C-0mmul-rity suppoft happen. I think that 681000+ more Grainger team membeTs should partir,'pate." . Tota! Nu mber of tiS-SM0keAl�irms LAURA LACHER.[X'=:',IrIIVEA331sTAV Grainger has Donated (to date) A} 1s (315ANV,1-n 9.pyp CORf'OFiA7E �ic){;IAL RESPCNRII-l-1.1 -r aEPOR'r Page 589 of 909 Our GRA ' r i DISASTER PRCY i !Cjjrj Communities C.Annul-jilijild Me GlObB LOCAL Serving AN P RFSPUNHE I I Putting the World's Vulnerable People . on the flap i Disasters around the world kill nearly 100,000 and affoct or displace 200 m111Ion people each yoar. lvI any of the places where these disasters occur arra $300k+ "missing"ff%rrn any rnap and fIvst resportdors lack the Information to make valuablo decisions regardlrkg reliof efforts.Missing Maps Is an open,cellal�nrative Donations to Large project in which our team mombers help to map areas where humanitarian organi gtiona6ro lrying to meet Disaster Events the neods of vulnerable ppoplo, 11952 h115ZIM0 MAPS ARF-AS OF MAPPING Total Buildings Mapped by Team . Member's � Malaysia Mapped to Preparo For tit's`:i_ •1:{> � �,. 2018 Vacelna ion in 2017 Grainger pRrtnared -Kith the American Rad cross on its Missing Maps ProJoct.During Orainge�'s inaugural`:map-a-thons'learn raernbam usod their computerstoldcntifyb6ildingeandlnfrastructure- Puerto Rico in°unmalaped"areas acrose the vrorld to pfovlde rnca�,e the fled Cross and emergency raspotWors with Mar� to Arils# ffo botter access in tirne� of disaster,After the rrOMa ping Nir�a Roli�fl=farts seuion, volunteers wor#6qulipped to.contlrid e mapping on thclr own to provIdIc additional Bupport. Through our efforts this year, 41 learn members _ provided 1.980 odlts to disaster recovery areas and * mappod 1,952 buildings,including locations In Puerto 19100, to assist in hurricane recovofy efforts, 4< ORAINGFR 201}i CCRPCRATr-' SOCIAL RESPONR'BILITy RI;P nT Page 590 of 909 oGRAINGur serving AiYD a t + r r Trn Communities . Ole blab�- ROAD THROUGH OUR 90TH YEAR Inhonoroftrlocorr}pang'sn,rinnlveffsary,tea rrlmembors 'hbklrkuddr;l-t tD6rwilhcur throw hour tho US_ rolled up their 9lesgves to su on thF;ir focar 1II��,t-uou pl.%slra klp,tlnteaf Lj;tidNy p r a'IhoannuaIGrz,'jijvlShooe. Com rnunitree. In add itfon to giving back to the'Ir comnlun',ries C t`,i11c4 Mrigs f3L.r Leem rnarnbefs, I indlvrdt,Wl,y, many groups incorporate d vo,!untoerinrg as pa rt stjppllers,and e6sLorlafs tagerrler a. r a fet%'dngs In rlor.da,Dur.flg More than 55!!gGrTloprmqlmo of team Ineetincgs an d fam it V evonts. %?h II e some tr;aln L'ie Shote.8D-plu9 learn marnhers taa:nnl!Brr.Mersfinmeraundihn F. Ine121boN volur}oored'in V:e-L,)inrnLlnity, ❑thoN{fid SD onelte at or packed SOUnu6iGonITUID9uppa•! imill�la=vxlnas'PresidenraaroUndaGr4ir!gerfiacIlily. Ir1�CW: Mors Mbr1-2.000team melnbprS � jnfloreonr�daludmtainCenh%al filub'pa#rei n Yfit�.wn-WIcilel + Fh lidtl.'�ralrlga•p91tyIaren with A ()OUa"Ll'smbesg�r.m or the F coNrlaLltOd about 9,000 Ilours of vofuntear Girt MrTasC4ing'D dlslribc{e Iho Cn411onmscf and volurlteemd{o s conlpleled kilx 10 tx-o eq{0019 In i FlofiJa. aF Ok lehCrru CO Goad bink ge§l�{he help cf 17 Grel^ger 4;V6r rC Team rf�,mhara palhtwd 110 wko sartad 91a l oe "97 5 @f)pounds of fcod a ; r!1�i}01scn Te c},r,le al oedr py,a Iha fcceil Iasi affix aa;,drt of the 1-0.6r CA(nor'a Food I]rfao. Chloe Public Sd1O4J,as sari#<he Chicago CaresA-inuel ervc-/-71}on. LF 11J Graingar Jnwrpnra;'.:.•d Taarn ulombt'S elm uolLalfeered ualllMcarlem in cur ahnvc fiamily irdil idual.'.duf ng Ilia year, mam rYI Illinois y n 1 i 1 gtfvmg 9}:�rc{hELI 1,740 houfs pE?- bars,fainly and fi ce we ccllechwl.GI}rj iBprn Membef pl kae Wit"! Laec'Iel'9 :11a vee) n v0luflfee:rad as k pssrditln ro:9 kits II{lad v,lr.4 supplrea tl,att'felti ; yyaea0kl'Artr�f �+1 disiri slrlf;d to leauiers In Illinois �!•rmyvcWran ap IJana.=JlpI11 ta'r�!^..:tinglprl,DC. surging haws 0mmrlty and CI1irPgu public Schools. Our-%%c'e.'a follcd up tlloirdef voE durl11gilia cunpaiTI's annual Grainrjef Forlral[I m9oh ry 0onVeAng C Mlhger exe�-utiwez frun1 2(&-nd MF:xlarld in our I-els,Foraut,It-.1141 csmpus.90 IeEiyora p-q,*Sod Vas Red Mcrc ttian JS merrk:ars c'It n3 C.'MS o_t'tlrnfl AiM to&IPPofI{tlo=_(r Ajm,iwa q of Hu-rriCaYIG Hsirot y a ro.If,ne xfrlcz-•rkmefican IFIRG across vilm yjara rMng;n shel'urs.TI}!*IE the flrO..{IIYiq Eha callipany eddad a EGvel l gabs r Illlad Jr.sul4xA klolunryCf projeU io the aflnual m.oding:]7 uncle. Gwenant Haur�%a horrluloss ehelbr for 7%-uth,by pm-j.'C rg jDU fnadllless skills dovelnprreE !. and Ilfe ccachlhg. • a In ChIC c and Leke forao{.11..mare than-'A 1 eam im ribara p ibpMt d'in to mppari S,Ir.rivors of Me Celiforilla VAdflres Iiiillg Irl t eti Cmss?Greir.gj!r map-q-hang%VWre •' f del;ers,dD team membars parkad 804 Raa Cfoea cn111furt llley placed 1,062 bWff-rigs. f' Rib durll}g a MPeing of lha Le11no BR IS In Ontaido,C,,„ In Lak()Fofast,IL,s Leam nT 10{esm In JenegviLle,1AA,04{9e,�n merghers fixllti ,nombefs in the Ccmm.nicelrens&Inyesiw 0,0.end Panerne curivened L-.'+.WonrAl} I3o!,giIa,js go.p pecked 000 amrca'{kits{o fcr a ms '.Ing and prepared civc�a{of the behAi aiji Vvcrs pf'.hea„rrlrrer I11lrricellr,f cornfod kit bullds for Waram end;oklnme• ”Y 111AL kvime eva0 aced to shr,{ors. '.hark you caAs for 1I1e Rad Cross. on=—' 14i Tf IG 1+P-V,Tr rr e M M7{erry p;zc!ner BRG ;ca't1 M"nbel'S volurlle�-rvd to wring 1�;NirAFr r,:.LKed 4o0 oomrnfl.We to Wreilt htxmelf.su. "o'.U9y f a=_cr1 Io ch!IJr9i In lha Tem dlsubled vetcrsns In honor of Vatelt}n's D.qy, BroNlah Bili~I-b9pltill for Childre n I n D Lila,.TX. Page 591 of 909 4 Y 1 OCAL GtV It AUD WGRUPID11C lit DEVE LOPFAF4 EDUCATION AND WORKFORCE DEVELOPMENT G rai n ge r Tools for Tom orrowO {3irroa ?cI. C.;r�:ngor has'.,;,.'eragcJ Its pBsson [of a„si On Qnobor 4, 2017 Grainger calobratud tftr jou ifainirlp Fn vreatr..Pi18111vt'017a'I4'�es ano ncww-frc.rtun:ties'.n success of tho GraIng erToo 18 fo.rTomorrbw'!" our nrr rlun`tics,s:{:warK yv tl7:{)y$r21 r-,:m-pr'JI1.t7r a%1i7'A1I0n i�) soholarship program greedtiatos at an event ho9ted t.ui id r ilunoaCion of nb,v p wsR)ilMes fc-'highl')ITrAiva%d::1.ljda-1tc by th9.Latino Business Resource 0roup in honor hw�eri{:r,nood-'All, lcbemgo;h^�rrg^gtl'1 Elnci s1.17rwr'r..f our I 2 I IGs of the close of Htspariic Irderitage Montfl at oyur 1-66 Angio$ D In I'Ara Lama., OAS, During tha to pa ;,vl 71i,,:seg{:ral OI> gni #,ilur.s foride g,.Irdar�,.,. r'i dirl ,3Vt nt, we.pm'38nted schalarshlp rc0piants and to ,°to slur^rrs jr,:]Ur Cnrnl;lurli'°.es, with OertifioaWe grid oelebratad Oar worklor0e deveiopm&nt partnerships wltb local community colleges,Arjo;adlaCohoa, Diroctor of tli'q ll-�A'DO, 154 _ pres onbpd jrertiffcatGa to studonts from Ohaffey Collego and Saddleback 0011.&q8.r_A 85 rainger Tools Participating For Tonaorrcrrfl colleges ohotarships f: Provldod In 2017 x Giving Wr)i,v65t h ih^VL.'.c of ihF'skilled ifad{',workfor;e thruugh our Grrnitigm Toolsf:)r 76-riwrem9}sc:,olarshi.)prograw., Foch year, (3'raincgrr worKs vwi�h ilk.o Arnvrlcar Ass{.cAl:;r)n pi(;crrmun,ty Gollegns lc-ufk7r il4';)s[:hula,shlPC;of$�,DOtl rsitir,Mt pEirtiripatl�'.rj oHoro{r"LEM)! A.or},::8(43re,j,9eo.'{51,F1 Kh5r CC,allq}.Ii&oen,1'111r CUn'J"rd JrlltS}college;°.Y7 t1,C U. `le sr.,hu1 tnrsh�;.$�3fL' E.°11Fsr{�"a` Lr! tcv;ssa':."[yxi r� ei9 ;P,fi:'dl:diEY:k} R:,i cliw!i(:?S:OF�Ixrsk,Ir'�1',.C3; . rluvy.111M&Z 51Xndhg3'i QTftP::RENEG 4CUNG stu on'Ya Ir,:;killoo trHda,publiw safot chic >,.;] 15 chain prog"nrrl3, P,alf F,f the ,;r,tlolpr `ips ofkiied are er),rr,FrL{ed for vetsra. of ,t.,I.J.& Arr;IL=J^nru s, 1;r,aodHorltottle s{:rlr}larglip, E'w�)utia like Leo extend to ycu nlcerr ' pfr,,vides tool s'.c:;`idel,i;:alt r IhEv q,aduate to help Iaiir,ch gratitude to a I 1 a;CCrai.,g a-fn preserliirl9 a s1.1{:cessful crlrc,:x. SIn{x- GrF;ir E 1,�o oarlatsd rr::yrs trim this a\,wd-tay tyle M, oIIer f rom Sadd'le'oack $4.:�,nllfFm to sijppoft tuuhnic.d atlIMaLion.l ix.;117.�:sohork Uollege, Ycur %',�chok�t hip procg,am it another preal roasor) %khy our tAudonts continua thoir Liar".:i�la(.:i and-,I�pfovlded Ind {:;�Ola'.,hl . This r,pr$sr;rrty F cduc,.ation, W11h Cirair7 PY'S kitld 74 ri{;r0$Il;yartn,l]aLOn rat$,'tli`IICII`;lilt$2CiA r}'rj:1 the t c jour e s rfle possible.3 r hid, n1 i alae o�,�.iLle, T;,',s ��t+4t„{ 5 r,atior,l nverslcgr,ul 60 percor}t. bq.)ug ht rnotivaticri and graiit)n, r:rr.ing]ing cwr sluderlf;, that hrava�gork iQQE3 p&Y c„f_ :Ivink you for irnpor t;tnr3E- of cduc.atiort arrd [or r,,)cagr-,I.z1,r,g o"Jr sjufk.-nts $4,5M+ pact rind present as rcci l.onts of tn]s a.r:krd.' y�+-rfr s� Tonal support to Fducatl on RAJANM i.RAJ]Drin.Lcr+ and Workforce aevolopment VL 7FeI R"j K 3sC151 BAG6 COUX.JNITI1 partners since 2006 A' 46 +511AIN0ER 21118 CCRF0RATE S(]CIAI- RE 0`j` I B t L Il'Y rEPL`1IT # r` ', of Page 592 of 909 Serving r '0 r r r r Communities -u� Team MemberAcflva#ion GI,f7if,f(,,—<;C,rr'li.LIC$ l0 5LJp pf%yJ'It5 IL-.-,Il{:;7m;r7llr,lllns ltlro,0 One Miltllon Degrees I-nur HRG,a col#'tbc�ate€i to sllpf,rrl tile' sUUinaB Iry ^ rvc Gr€}l,p i1f}I I;rnl'alp F.vnd, SInc�.,.[b c;ne 19'l,l(}n Deti,aes(CA));I'PO 7, In li:d:ng 0L Afl';r.%an-A-gerirarl.. incc.ntlon in 20'A, Me I'Lilid has-�li�)i I.:,)d us BI?Gs�,Ath non;xnilL E:dlJal''Iy Ail:f7ncc:, Genef6holl,�iI arx,1 I.611ry0 BAG& pa:lrlers to ar,InI1.y the atfprts cf l olh. 1112017. i,ve;nCrc,,Se cY to pr0'Min�4+%Crfl)rel"Cn$'Ivf3 8,jF%1;;]rr to Ioly-IriCC)I,I(., .-e effewliwaoe .s&this:vc.irarfl by aI;gr1 nq BI;. R-sou(cer f1!gll,y Ir'ol"rate.i CCI,1.-nur}ity c:nlle}fin$1rlyderlt{.o Ilel p th&n 8f7ur1[]o,.,-,F"c'S}rirl n(ea.rrylcfofv_,de, ;r urncn'..I3:;r-CJ rlgIr1t1 suc:.rsec i,�scno'ol, 'verb HA :feFrom lutnrs an cxo.cn.aa to the B' Gia IC`c-I'@�orale.'.ve be;leve Vhf+ wiiI�tr€;11gLl','an Ir',2 "naric'inI asslfsIF;nce Rnd lGaurm-skipdevr,,10.or, +ent, ID prClvidi:38 pr,g ram arid cr(,Rie c rer}nicm Ir..RI1;n1JfLll ouIComes, tools ar:c reLz)lrcn�!!I:k err)pcv!.?r s..!-�oinrs to trarl form thoir 1':av, 'P�iI;year, Grd.I.Iger becarlleone of iii:;tart)48� prc'+:'sars c.1(.%.M r_'orja2ne5, d�'lh 2G rva:tI nlerr-t7Er.a Se.rVinrp as cnachc�a to 1 Irl 2G`I'T• (A.wairl.rer f,r,-or's0I'5w OM r.s..r{J ars frc}m 1110 Colleen of I-ak.Co..11!y(.:� C)during<;.spelr7d n{t',x' r. ;1)9 evenr at our $62k+ I.E.ko Fcroot, II ,v',ril .,s.Ar}proAmH`71%j 4C Gmirpnr ie,im ni:3,1 }OrF; ;CfTiP err;r.p as 0 A1C'f;o.�(:he8,)Ke1,n[evrad'rn lle<;r an.} oar:strv-c:!ively crit°r.,ue the job Ifski IN of particI.watl:i9 i x Cl ..0.atu:Y^nta atidng s ,c+re^irg rnoeptforI. 1111=;wa:;tllc:fir81 i ouch'D;V'D c•?I> _(f e.r ad ons'dr. al a corpf,ra tion--I'lie r,vent i via::!nirod ic:.1 by mHMeiiS of ce:remnriy Bre;,l'Fdll�;c,n, Vice Total support of Education and l orkforco Developmeilt 1'resldk,;1 of Ccfr pwl-;lal S€�Ic:s, and Br.n Mic:!7clr1, ill(;n P'nsid,)W 2 programs by fire BI G, Carnrrlunity Fursd of r�%wernme,.-t Sales, ;&'vn on the board,of 01A)an:} i i.c.Stabs Paundatiorr 'rllls nrgan.za!ion.si.pp}c:rtecd by aur I, ad.i i`U : i')a,eligJneo crcr,rarr. arerJ, ',vv havc. uni+rd !N• (.�Fji'.)r a!ii}nRl HRG,P,'L"/Ides a riUC)I'fJLJs te(:nrlc)lofly-nasod?+�r.Y 13FfC,CC.,r ii r,u;%,'1`'f Fur'd'.+.+Itis 2{noli inn,koy,nJ.;@kIvr', U..Jr L-X min's+ f(f•rs€dkvelf)pirlf,nt ar)rs leade.Ilip tr'r.,In'lrig pr€}g rare,or icm,.inwrfc kckarn Pluc:.�rgent(Ei�F,Prcg a!r1.111v FSP n o!)r„rr1 prvine� adults, of; elnp!r1.,7 Ctlicaf;rl@:%d� rr:ns+. promising inforrrlat'Icn Wc.11-pMerltial exeoutive,s a:l rp porins;ty to ra,Inc,alai orin+.,ncr tG%'j1lrlQI0.JY Lalcnl'A'Itll lgadershln gars s and connect ng them 'nrir ^de =�'ii I�ihs, cul+ival{,strong and srra+es,ic p'rirtn�mlllp}s -,Vii uireer thrC.,gll Pke 'o:ith lo('al'I711-p}rfll�;,aria en$,ape c;rHln ef'n cl'.+ic r.'i',+I!ins Ont Gr�)!nger. I n;ly,c�'slr,ger teas i!!pported a cohort of"stars' fr:Aer 11;'IusiorI<,jlo C,ive.rS'lty. C'ur gni 4olfI th9 L.13P nropmrn .S .yho are 9iverI a real buslnetiti Uilalle:%9F3 1:}go;yr;•Gr%Inof3r ltlan ur lev+ar.%gFl the V@IUKJLle sly ll:: of cr 1e_iders fll or� ;zat;orl :any r,rrUIL,Tem.bars of ahs cc:norl;or roles in our or iar'ization. tic-i prov!dn pmrrerr.s fc.',€xllrrlurity;,ng<je:Tic m. vov:teer Nkt,s1"rs+.Tte: no-,r oris c}f Griinper's End Point rinay.-Is,pr-w(L.1paled nob.`I)zu,Ic^ a; ri iea,T Iyrnnl rr dc.,vi3' In a„ Lo. 6,1a,s pro gra r 1 7^rj hae hrerl{vnp'nyed at 03ra1r,rger ,>ralrigcr'8 1-BF: Prof ram 3tar`oa .r1 2000.with �Iuht c_xefLiJ1Ve6% c}rvlrls .o,,,-.on%p.'o.ri`bcrrdc.. Thk-. nim,ber has grtJ'.+rn !o In lhi�sf:rrin�4 Ind fa 11 of thIs year, the (nerinraair.,r&I I IRG invited Z,3 ex:cLllhr%- nig.')'of;he Crgail;7atloils sr.'pp:}rte., by `st"rs":•L)par+iripate ,1) . %a(aer ctaj sit Gmiingc.fa C�Ic�go, II +l.e BI iG Comfr1ir.I1}Fu.rJC.4 1,Jve a GrH:'ngv'r Gm:,cu;Iv.:3 8ervifl0 €in'jontr.',v^rainf}„s.01-Ping trin eVcr't, 0raingsr Inam merrlher s c}n 11lc,ir b(,ard. vc)I:•n,e.,I'ed tan share theii f;aie.,r @:;d developmen,pates. f {x 4) CR A I N CL-.R ;.C1�j Cr}RPURA1,E `;UC1AL H E 9 P 0 IJ3I IT`r ALPpr,T $ Page 593 of 909 Our + * WAffrffff OMPAREEKNJI12.3 EDUCATION +- +- Our C LOCAL CIVIC AND GQMMUN ITY ENGAGEMENT ls-ida' Che Sl GF, C'rEtlnr,e" ; Bft:ricl Opora-,loi)s Manages, C";t_,n;a.o;Ge7t(,,r plireolrorS nrl;f 130ire%,tora iJol'#Ify r;Ilarital,lr` ,e.2 + c.rg",rilzF.ilons'.n kh,e;.f ioua.l r.ommunitie.; and lrwe gfar# 1,6wnrnm(:;)dZtiun,, uo r',e c'3ra,ng01-rir,;rl:iaT(tan rar1.0fr;p_ ft3 8i1 Matrhiinq rrM-Ti$P,500. uP#a V 0,000. A.s a fr`aul#c)f reu fr,nen.ia`ic}i is * Gifu Contribuirion x- ' spat rr.ii#r:d 0 rougrLou 1 201 T.11'-,e (-;i6inger1.-oundati:n matt. ne,-irq c)CrJ grar,#ca C,ta7iinq$b_9 rni Ii011 to&-w;d vari..ly r;f Ur.janj7.a.ti11rlS in il'le a.re.0=;of health and hli-nal$$rvk%6.-, Matchin9 GifIks Prog ram icod bar,Ks, cW.c, ni:b.st::, rnligf, ,9r:d udur,atiorI. ''IL,r77:}r} onry car: tgk i11?r7kions fepr68r.flt3rj thr,;IE,rrgeS#=.f arc:of;Jrsnts 1 he 9a.tohirig C;.jpr°!&blu.Gifts Ffog rrin' Airrs'.o #rrUugrl Chc;-;{;GP. 'ih6 t:ecr;-rd largrc;',vrria C;c}l';',riunl�',: rx,,rilo y our'J.`;, Wmr)lr,^rr,l ^Fs'perpor'.al c%omrnunit'y s.;p!;c �r-:rk+ir.e prS;artiizd.tlr;n5, .I I-foug`)tL e prf)graln,the contp arry r}`.f6rs a.3.I 'rr-.to" of r;Iig'.hI3 i?',.i.m memher t.untf'1C3'.a or,s ('.:p to$P.,50)annuaIKfr ',l)e Grair-gor Fa-,ir�dntiorl, an pfw3le '.o qua'.liylrig cfgani2ation6. io,.arida#ion,%.ras€,;[RbIi6Iw;(%"I- '.W)byVfl.hMnl'41r"G.rn`ngfir, Too pmjraw.pl.aresGrainger in an Alts ;r U of 4J S. -r_ t176 CampEf:-y'°tnun6r:r, ilia,t r,6#r.h earn rnemt.!rm';;oWribl_' ,nS at this rt'rt(?,()ur Is to en'3ou;age'.) ;r tsurn mrn}bcwsto angago vjt thr: i�CVIl1� r bYCtfllUrl�tL�S l#CV�� eli€t Ibly non-prrflt organizations tr-.a; rnat`e, f iost-,o them in O'.if team lrierrli]firs' -n:r,m;tmixi: tf;lcx el.cam rurJCles i31,key '�,rxlr c%orn,muni.y ngr-diorrC in the suorf�as ri aur:on,.intxAly affairs. prorgyT'., 3`r'e progra-r.dc:welobs a_rld grokr.!;v%r'.#h our%L rn,kae'�:a-'.tern Gmmunity Grant Program to b} t'pr ur,ffers,ind hot:-f.Onn(-c#nd our tenrn rrembers are �o#f i3 p�rtr...rs:1nd rrcrgr,9frawe o'fer, 'rl 2C18,vee sur%2%je.d ';'rte C�r7rrlpansr IS proud ro f}a;�;riria#r:Y�jtr7 7r,.^• Gfr3'.l)gi�r FOUr7dd;1017 t 2,1X78 4J.� `ea-0 rnern?6r:.s . ith'r,the orr anizatiorr, Nearly 6�0 in tf•la C.7rEC:ng6f Corrrrr;uxilty!:.rant"ro�]ra;, (CxC..GF') to.help. terarr} me-mf}era rit°pwrind tr the ,'vr`�;y fapor Arnatei `1;3 aclaret.s Inu?I r�'�mrrrur,i#}+needs thfoughnut#h6 4lni',eri S`xies firpercerd vt lni„rts). In 20',7,we Eu fveyed 2,100 t3nnl 2.nos p�.,ertr-� ;{}. `�Ir7GQ ItS inti$ptlUll Irl 2nC'Y,#f�$ [a'�47I' h.,],.! to help' ril2fy frti� vi!� ,ould urt)rirlonihe Kiri;of olurt:rye-i re, mazer ,1,nrr�rY,�,l R,7rli fOn'a,tr}tal';r.r X54 m;llon t 4 Ira's, rn 2L'i8.N,•;)V ,7fiL8.`ir}l1S'rrerr de"i.qw--;u 3 CO`%.J.ic,4 term, rriemt;er tmAl;)au�ribol,lt` i6:.r exp(.,flenUH'wiTi Gr8.,nger&9,Ah ann".1-c f. far_.' ^rdsbratiorr a.;;ti5+itir::. 1`lI %• Number of grants U Yc. trnr I, If of k,arn n1En',f•,f:,rs slc5leyf:ci',nji05.ec fna# ]] . '+}} «@n inGrainger Cd,.rl 6r',llg .rlprtrd3fi iflelr ef1rj3 ]Elirrell#,holcf.l71 On ti's#Er t'y 900 CommunityGrant � r "$1 p€r.,e;-,t fr�rn �'J1+ii, n ad�ll',lol., 2 f.erf,en. oltq;a�rr, Program n7en'I;eril-Uir;aC6ri il7FA they-dad irl,p:,9tad,n Grrr'rtGer'svolufrCecr.t pragIarfi,up .`;om ci f}el cc n! in 201 Ci, +�f} {;I�, INGE'tt14a�aP{}fi�,'i'E t:?CIA'� '.+Eti i}4rw61GILl'I'Y fTE?(:R"r ni {F" Page 594 of 909 Qjr LOU. F F SeruiliqCommunities Grainger Around the Globe Mexico :�rsl;rlrs; tAOXI,',{ fourrN i' �;gy,n 9;vra Lar.k io the :or7urriArI1}1 O11Cc 7-%��),Il, E-in ng 2C?-17: FS an Illtir,tive at Its 'Norrr.,rl's El iG anc Owc-101 kl air c.u'I llU l;ry+of isfl(s rrrngrarrl, i ncoy G allad lir,^;,their tra.rrr men Inor:)*o vL)I!lllt},(,Iy sli7uUrt &r.d a :;Iat'.-wales I.- r:20d Irrrcu h ma in -el 4�� {}r?rEh'{I il' It c r Ce'1`nr`)r wo,llrn witll L;cll^.e' ❑g 1'.c;II dS �a•ir'glll#� SUCr}7 rt tfa rw rc.,,hablhr:�[;oll {'8rll{`r'Or'Arorrr3." with C;fjlialrr�a pm'ItNe effect kc worell,r,r ;j Il:arl:,r'ad - xnfncn and 11:%6r fwndie�. �s.. 1rRill fknexlcp ray alma 11puns01'er a I{iral Inbutllei m:n, I I.reRobolics.with pi^UUc!to s„ppurk tI�Is r initi..!I'�+es al1�h es bui(Iron a- '-n prr>s111oflns f-r ch;ld•en 19nd [akirlg pr,r' Ir' va''ous competition.: such as FI11ST,1', 'oil Ih t^e goal �f r Inti01rif.9 gtudc.nts tr be ;civrace and lechncingSl In.a(!{:rs, 4t{orkIng ML;ff;Pr;ifz; cr:Irec:)gr.i?-8d{,rtinge,•Mexi7.o rr:;one of ihn 'wring 2x7,1'7, C-,rainger:.Aeyj:o�orl.,[ed M.7.'n'l.Poll p{:.sns t'f.,ar C:arlparlies thn'SUF.-port v.-Drlcing;Eimiiies in'hr;ow-try tend k- it urradLlr Ttu`fly Rvd Cre s 'ca heli}0Urirlg ttl(; traflr &L-Acing nquality ,Il❑F,c:)rtunilk.,;fcr �rwalt,talc„l,, Ily lues C,arlt Icua'ae trl,-' shanlc 111 r) coUrltr;+, 1 r.a :also df,naiCA crf vlorkinro. ITI{.+her.:, AlEx).for tho fourth ve:ar I'�a rarr, Me Vexi(,7f1 11 Uvnrt,,l R lial111t U,' i 1f, Irill;t;` nBSta to i(x^a.1 nor prnfrr Center Fcr „'h<.Il�lropy r:roghi�e the-,(.m,:nlly w.1h !I){;P-i10. � i o'yarri,79tinlla In P'001.,01- insk;rrr n�- 'carr rp 'Ir.bc rs t a L-I`Ioresa i;oci<;Inler;t Rnsprls:%O'v Ayial{;,TrI'r. group annually I p.,.rlk%Apel{: in a 13;1W d0frifloll That h--ped aElv;r:cg ,ec:aonlu;,;corrlparl'ras OW oer ;n:,oral 1,^.,2)) Iivaa ,ind {:,,�'I,'u:)d With Inta,"aI retiyrlir.q. w!A%gtR reaprAidl: l'Ity Held ri,vo a.r nl�lrf:'Irr errl [c tt' rrprrlt-}nrS, irlvaslcys, f r!7d�lvrl:l�l and er1Qr�y;ay.ng prog,EjrT7s, GLISIr) eM and;,elf t�{"RI{;rari'7r+1..�'It165, Y S.` .1. 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Am:.ah 1:e:neldl nls cl a'7FlyE`r1n9 11M IdanliR6d 4rY p{� Ilo�s i IC3 1 rl id L:ha, ap. 4�P 4>r v�hure L r re ala sIgnilimil 6J(a of dlllf] J Ch,,1d labs' letf�r, I Opel B{4;n9 erd sjp.Ilers x 9I;rllncent rl9k fur Ircu�p-'s fe Grolnpar hRa�:ol k3cl 'lar'a;n'of aiarlane do ._ rorw-d or(%;mpu'"- r'Lfibor f{road U o.i lbueork aU^r '.dare Vivre are InekiwL vi f6v--3 or f campuLdc�y leba•. {rale 7e 4.{s no'idsnliried err;cFJerur.oiT,. blti`1 $BKUr111•PracIlLY�s 3qG{Ir1i'PE.'aOl'nE-!Il a-ne:11 humgr r�)I IIE poib%ae Cr Pf96doureK 5'1tel^.^Neff tUE BlxTlrlCh-it rlaky cf°IUT9n PAIIOri9:'%dela Wcul6't1e d1 YkEed in our 41.-1 li!jF.%or IcdlugnouR r)e:ploo ::lod°rda a ODWio•is LIVOW19 rr;hlc er I'tdl_,ercus pErrllge Maur Eg9rl. %Dern d0 PC fan l�f gflgylf y de Fen�l7ee.'c r 1,2� 412-; Hl,•ran Rj MI z,,S Esessmml Ow ratb rs IhE'.have Iden svLjeel-,c hun4Jn 11.2I1Le ravlE E 2�17 GSR Mono I NrI19 ..-�752e01n III cirdereld 51 r�af prilE.11F,Pa 9 16 412-} I Iurrar,9iyhts AEErisErnf!-rt FT,,lcr,,ee Ir]_n ID or 1:IJmaFi1 Agi-Is I)Aclos or u-9dlJres ofwarh9 R9aPoris y.p$go t.1¢ ._.. ...... ..-. ._.._. _........__.. ..__ -....._... ._._ ._.. ._._. .- - _.. 41?-8 Hurn3n'ily'ira A"EElllenr Slmin"It I^ye911gprt eGrsenwas and;pr•,:,racle Ih9c Irrnleda 0pni ling a89pnn91Ny, - -- -I,umec•pk',M QeLfias'N'tal JI ldervent-il human I ISMS EVEe11.719 - -17 C�!LrL 1, r I 9 _ ¢13-" Lcckil L'oirmur rka Ooaracbl�%Alh 1U.9,Cf:rnrnoirf enpag frore.,:nlp9cl asEes rnmis, 1}ervLig our{.ionrrunlllre.pease d 4 1 S.�d davE fApranl prc{I=E atar.op&oh Ef61{19'anj polo.,1a1 nag&h,t L9rafn�3r has r+el iie3d 917y Opera,lc17R 410-2 Local Cfh nmuniFreElmpErlE on kcal ncm011:,1iCes {}eb Iharc 9re slpO carn aolual cr pcisiAlg_' vagal:xe Imp aca ixl Je r,1I canfnunYI�E, 414-1 SLpPI131.;vialA-,miKSfner. K'-%v sip-119,6 1Fat e,s-E 9amenefl u9I'tp Eoc1%l^rII-.qn [].eeraffip R9"nsWi. 220117(51 RLdr7rE 9� 41L-?. .S{pPller 8mL-41 Asaf'.esm8%z t,L3y91 ir-9 ECI{:16�t'onds 41'.ta B-.lpcly cnsl;and a .lads x,Ioai Gran der las nol Inannrip ary ra9scirre im af?.$n Iho n L�qlk clr iln _ But`s19nIiL'%d i.ompolry.e c^ncernirp al aeh9�Dr cuylomar Mklw.sl lima would N dlaclumid fn our '118.1 Cu9larcr, R`V. y' pli:acy yr lea eE of sua+. Ter d ca 1AJ351sL3Ror�iF�n1IL1 fol�3 flt.ur. yaCSr q betnm er fi�7 b'31 So.I:x3mil::rnlc ounrclIPwe Nor-Wen-1IP,ice'n'r1,es"M era.$Kut3r;pna In the!a,clsl UJ 3 - F.1363rin I hon vmki be rR5-L%e,,.dIn..Xlr wa:n xnlc Grua Amun�ekLUpn Fr,rnF lO kir,r ahL2 cLI {I ygnr-e n�ndDecem-lr r1IL7017 / -,.11$1'1;53k 1.K1OE f.:rri1ell.l:':,:'ll:i�Ui I.HEf�1 rcnrl III 'd114"::E U1 CLBI r.cirafi. dIpu:.gh vx!rsferures.'ll.*ilr.%,311�.Ir.,E:,:�,,r`.,A,Jr,ck 111w lu::4T r9rwr4 fA Ir'$L[Ir1 rlan riv L1::i%n Pf;'pnrEiJ In rpar.r!Er,U!v.,ll7 II�U Si1Y`tarr.`a rin vac, 5.3 �R yl?Ji:3i:F1 ?C 1d; OORP(;9ArE S�0CIr)L REatP0r'{S1[31LITY IiEP0�'i � � '�' Page 599 of 909 I: 5 k 2018 Corporate Social Responsibility RepF rt K,w!A,.grain gorc8I.cuin VJ sit tNvlr _graing�-resr.com f0v ou r most up-tc-d.-t#o ns.m. 0 0 i� welcome yaur#c dbadc at sr r2t�h t x-com (i�W.W.(3tginger Ina-,X018.All rights reserucd. - - - - Gr�&inge1, Or�)inf�3r ari(! ;)Haig i 7.a.,IM lur Tnrno;rcjw-. C,inq,ri.cci;l'F' arca' r%i,tir.;'.J} J r,ea rrJ.o tl',v rticmrifks lar MHr ivH mar-KI wNuu 1naW be iOg:.,kC-7�!-J ir.'111v a_0�. )r CA'lCr r:, p,kl.l LAI-.or irrde'nark:i-,wd vgiViGF-.Mar l,u.`I,q thEq pniG.or.%.of ll'.�r rr.spHcavt;G-i fi r d' Endto'-End Solutlons'. . e your interior and exterior lighting f6r1-41 withoutefficiency disrupting your - Energy-Efficient Blighting Solutions Tf:e Grainger Lichtirig S[a.'uticns Tearn sen•,eg as your re'�our'c1e to I`elp 11riplemen1: a ccniprchensK+e lighting retrotlt of you r fad,ity thrnuglI its nctl^10rk of q ualIfiod, insured and Ii::e,7s�d se:+ioe partners, Working dcc:r-Iy t-5 ith y�ru, our s�rvica prtncrs!,'i1I ne p Ideniify and facilitate; the i.wL.9lla.l;on of�.7ergy saving ;Ipriting mcas.irag that VA 11 hale boo-ofit your bottom I.bo w.th m nlmal disruption to your busir-ess. Cour service partners Will also Help you sersurr. applicado incentives and rel3a:wto for youie onargy-savir;n project. Benefits to Your Business • R iuced operating costs Upgraded I'ifrastrur tion * WarranUas on new u pmenI. t. Lowered op�-:-railoral risk Avoided rT;aintenanUY� expen5os 4 9educed fac'10carbon footr)nnt • IrT1praved quaiity of Iigh` Improvod payhack ural P01 targots I Comprehensive Services 11 Lnterlor and mderl'of applicaticTis • Audi-end?;rtrrdal q ialvsis ' . . .. Material, centra^tor and project rT;a11age1176(it � 4, llAal aticn I)y qualit&d. .;nUureo and Foer.sea sere ce partners Aci lini trttticn Ti'utility rebates s' � �� L Dlsposal and r�.yolii-,g Lighting retrofits simply rake dollars and sense! Let us help facilitate a proposal for your consideration. Wore com,d,,;rit you'll ov%ralua in rctro-tting your facll'ty with help fr'orn the Grainger Lightlnp Solutions team. (0iT . Save Money. Live Green. grain erii hting olution ,com NGER, 866-597-1330 till Lighting Solutions 0 org3-a`av&n I Uln !caps-� hr.111 5:8 4'x_7 f yl3?33 Page 601 of 909 S� Q so n AN on, le AM r; F nytmo Q-Ic"s 10 UZ; Mod, IAN%; T 4 A. 1�%d-6 So` I 'It" to A lot sf W; Aq 7 pro aV1 IF;,:4,I u Iq 4 -. Sno zj KOM YF, j N k Yt7 _ .or"mr-li- L;2.� . %� -7. A ON ,;W_N� VIM �i law SUSTA FNABILIrY SOL Addressing the Energy Dilemma i En orgy demand and cost is on the rise. N, fed aral as i,1nrnatiorial 1E,1q .lbns continUO 40 develop to hole redLace our global carbon footpJnt, a viab�b solution is critical for busir,o ses and facili'lies to remain productiv:), For a lypicai commerical taQility, afler Lighting/Compressed AfrlSteam y-�toms, HVAC Systems/ Ffter8 and Motors and Drives represer7 tho largest opportunity for cncrgy savings. By addres3ing these elements, you can help address tho energy dilemma and ilro�ase your productivity. i AA Lw I _ 1 i rIII I\ I j -1j.. V Fxhrira vx{nr,M'M' I I tfxerC�: -f.A4,1i Ha,,sl, PLCI, ()U/ Bc;�31 Fra;tice,SrAos, Portable,Dala�oggprs, 1993, ;;norgy''ta;,gov AIr Filtratic,�r:--r i;nUo i.i ?Dint Wspose1 0.5% Lif99 Investment and e Cycle Cost Mal Mew ice 18.5% � Compononts of Filters Air filtration is e. t,ignificant opportunity for cost s avings as anergy ac;cot AFits for over 80% of the Ilfo cycle cost, While the original invesiment in purchase and ongoing i maintenance are important factors, energy is b, , far the most important corrlporiont. Socrrw,e; Cadsson, Th(;:nas, ";ncoor Air .I1_ratior.; INhy,Ise: Po�yf ic;r Based PiVr mc-di Fitratrc,n arid { paration, Volume 8 02, Isrlarol--- 2[;4] 1, Pry 30-.32 En orgy 81.0% k OEM=! age 0 Cost of Air Filtration i Don°t wait. Start saving energy now with a high efficiency all filtration system. Replacemorit of car Lridge filters -YviLh h:g I effidency filters c,auId result in significant energy savings, aI)d it's also oasy to implement, Irl the example below, re0acemert With high effidancy filters delise.red annual energy savings of $125.76 per filter. Multiply tkial saving off,the number of fl'Lers in your facility— and. reaiize significant energy savings. CFM.Volume of Air(ft.3lrnin) 2,000 2,000 Ce; Cost of Power($AWh) 0.128 0.128 . ,...,� _-..v..,...r..�.,.. T:Time Period(hm.) 6,760 .9,760 KI: Motor and Blower Efficiency 65.0°Jo ISP: Initial Filter Resistance (w.g.) 34 65 Cp:Annual Energy Cost of Operation Olyr.r $1a7.94� .$26372 • - — - .......... ..... ....... .......�........ ., Annual Energy Cos#savings W-5.781tilter 'cp= [:Frei x; .2 x ISP)x.7 )x Ce) x,T ourcu;v4v^%-_grninger,c a nloi,hi� ndlgr 3:i,{',00 x Ki Reduce Load, Reduce Energy Use in Your HVAC System . Reducing your HVA 's system's load is key-lo energy savings. Reducing HVAC load can help existing systems operate less frequently and allow newer systems to be i-nore officient. Here are some common strategies to help save anergy, Tighten up your building envelope • Perform regularly scheduled maintanance Replace air Filters - lnapect ductwork and piping for leakage or dalYlac;ed insulation • Evaluate motor and drive pedormanco to help optimize productivity - Consider variable frequency driv9s ori air handl',ng units, cooling tower fans and d-lilled water pumps - Inspect and replace bolts Inspect and repair leaking or sticking s-ieam tr-ips Chock door openings and window seals, and plug leaks with woather stripping and caulking Meter and control * Choose simple, integratod meters to track energy use • Upgrade to "smart" thermostats Page 604 of 909 Simple Energy Savings SILIi : F ` High Performing Air Filters Heating and cooling buildIrigs typically accounts for 40% of the {aLal energy bill. Svvir rr }vevw.sba.rgov The fess resistance d .ilie r cat Ases, th o less work a motor reeds -to exert in order tc, ma:Lntain Ill-le required airflavr,. This ros(Alts in a reduction In the rnotor°s eriergy cx3nsurnption. Managing -filler resistance while-a maintaining your required eff ciency Ior air quality ca save both gime and rnoriey. A simple and &tccIivo. way to ensure your HVAC systel n is enclrgy cfTicion! is with hicgh per forrfiir19 air filters. Significant nnorgy }avtncgs are possible due to lova pressure drop. Lo.,%' pressure drop is achieved through highly r0ined alactro tatically charged media, open filtration media s1rueturc, and high surfac.o area design. Pleated filters arcs a gccd choice fo* applications that require high efficiency with love initta# preSSUM drop. High e-tticioncy pl ailed fitters oontain media that Is folded like, an accordion, which allow for creator surface area and lower resistance to air flow. They are avallable in ,tandard size pleats or mini-pleats. Ir, the ey amp lo below, use of MERV 7 pleated filters c,enemtsd an annual anergy cost savings � of $52,74,11llter vs an H C Pleat. The potential energy savings per f;!ter (C p) used the €;alculation created by ASH RA E. Variables in -the calcuIatlon 1nolude the volume of stir-to be filtered (CFM), the j initial filter resistance (2P), the cost of power ( c), the trona period #or analysis (T) and tho motor and blower officfency (Ki}. { 1 i� d ill CFM Volume of Air(ft3hnin� 2,000 2,000.+ --- -— ...._..-..... ........ . .......... ..... __......... ......... — - - Ce:Cost of Power(41kWhj 128 .128 --.— . ,rme Period (hrs) 8,760 . 8.760 -- — ICI: Motor and 01owor Efficianc+yn-- 65.D'A' 65.D% ". is P; initiial Filter R9sistance(O.g .33 d Cp:Annual Energy Cost of Operation $68,97. 5121.72 Annual Energy Oost Savings $52.74 Sc uc;e; v vvv.gra-near.;arnA.IirhFinc;ler i f x x 11Z50E 2GFG5 f V-Bank Air Filter Wni.,Pleat Air Filter k Page 605 of 909 i " r.. II I■ I� f s rl ■ !!! �� � I i4, � .. 33,E nil � ';L„ >yp '�� ''} .K.i-_.f. I- Case Study: New HVAC Filtration System Yields $1 .8MM in Annual Energy Savings for Leading University In an affort to s,-we, eriergy costs, the HVAC toarri of a leading university corlductod a pilot study at a 245th square foot campus facility. The now filtratlon s stern eliminated a pre-filter and incorparated 3M TM _Bar)k %.51+fth Gasket (M ERV Al 5) as the exclusive til-ter, The new system dalivexed an estimated energy savings o` $29,5432, as wall as reduced labor and disposa' costs with afinual tiltcr replacement vs quarterly replacement. Based on the succass of this pilot, the HVAC team expanded the filtration system 1917681 campus-}aide (15 MM square foet), generating an annrlal energy SMTIA V-Bank Air Filter MERV Al 5116 savings of$1.8MM for the univo sot . Initial dP of.26 Square Footage 245,000 '4 :DOD Number of Filters 125 ' 0.'128 --....... ........ ........... .. ......... _ -_.,,. Ann ual Filter Cost $10,625 $22;QZkD;,, :'',:, -$11,375 Annual Energy Cos# $46,113 :':'.$1$;58; Annual Labor Cost $2,241 a'a '': $1,792 Annual Disposal Cost 3i3 11$ 11+125 Estimated Annual Total Cost of Ownership 561,251 $41x77 '...; $20,074 3M Filtration age 0f 909 Auditing Stearn r ps�K y to Energy Savings Fac llrtles depond c sleam systems ?o do.liver thermal anergy that is clean. dry, and in some -Instances, oven sterile. Sterilizers, coils and water heaters arcs critiwa' components in health caro, industrial, and fiuud graces inC facilities. But since stearyi traps are open-ended va ves, leaks and losses caii pass unno!iced, represeiV1ng s ign i I i caj it anergy lossos, Replacing failed stc ar-n traps Provides a crick and eas;, return on inves'lrTiont in energy s��fings alc�r7n. Toe follewing example d(-)monstrates a $6,600 payba ok on an energy audit ani trap repla emeni for a facsiIity %vitl-. '100 Stearn traps; these SavII are multiplied over the course of subsequent years. Iff of Tot aI Steam Taps '100 Steam Trap 1=aIlure Rate 1D% _ Fa i led Stea m Tra ps 10' Average Trap Falrure, Ene,Uy Cost/Trap Total C,tima#ot!Lost Enrrrgy Cost Jnspsctiori Program I ....... Rep!acornen#llrrstailation of New Steam Traps 45, r {, SOrii'(;f' ihi;rlllC%-DIagPlo`iklC:.i i I fa}�• •_y�'#x4C�SL}6 '' � �srxs 35F D79 4NU72 Heat Shield for Stearr. Trap Stearn Trap l OUTM I I Thermal Blanket-Quick Return on Investment For existing stearn systems. installation of thermal bl�anxets where insulation has been removed or newer existed gene,ates irnmediato energy savings. %N-.th quick installation or gLliok removal/ re-installation, the highly funntional Thermal bian4et systerns from Grainger can address problem nsulduon areas. In the e arriple belov.� v.Ath installation of 53 thermal blanvel , energy savings were over$36K, with a payback less than a year. Over the courso of a -16-year life, estimated energy savings are over 85,70 {, Energy Savings -. .-. Total Operating Energy Cost-iso Thermal Blanket $46.485.3 Totn10 perating Energy Cost-With Thermal Blanket $4,284.00 Total Operating Energy Savings with Tbarmal Blanket —w,..---------- -..._...--- ..._. _ Thermal Blanket System Installation Tharmal Blanket Installations Thermal Blank S3fstern Oast $ 1, 63, 5 .tom. -labor for installatioUiQO:QO T Total Project Cast $23,523,95 Payback(Months) 8:24 Lifetime Energy Savings(15 year life) :$519,474.85 A- - Soc ce' Shanriun Fntarpa sob of W.N.Y. Ir h' 38PF31 Acoustic Blanket age of 909 Fare aril Ventilators- Moving Air, Generating Savings Ke epfng 'll-ie {sir in you.facilities moving can save energy- Upblas:l. down bIast and inline fans can be used to achieve chis goal an vAie,n parired wiff7 a direr!--drly-; otnotronical ly commutated (EC) motor, you can decmase venViatian onergy costs by up 'L'o 40-60%. These units are also fully speed controllable, hoiping to ir,c:reaso savtncfs evon more. Prrergy-afficierrl powerpacks aro available to oasi!y convert upblast bel{ dFi\.,e or direc;l-ventilators lo d1roct-drive F-C, Side by Side Comparisons � C Motor vs Belt Drina At 1600 RPM, the EC Motor has a 25% enorgy savings over the traditional belt drive. If the speed is adjusted to 'fOQO RPM, there is an t impressive 5% energy} savings. t kJ * t + calm= FPM 000 1 I 1 50 0. . .� O 7' _ a � U00 I Watts 4 040 780 S80 Energy Savings 25% 45% C Motor vs Direct Dries VISC At full speed. she EC Moior fan has about 01?/� energy savings ovor the Direct Drive PSC Motor. When +p7 ; "p ad is tumid dopovr,30'f3, t[io EO Molor's c;ffioienc i rernaEins constarrl, whore the elf icimcy of the f)rect Drive PSC Motor drops significantly 177ia represents about 70% in erioigy savings, RPM 1 7'20fi 720 a 1200 J,260 Watte X20 75 264 Energy Savings '20% .70°la Svurr Daytorir lution�� rorAir SbVT4 ' Down b18st Vent, Di root Drive I Meter, Control and Save Autom io rrlelaring systoms provide a snapshot of one r y use and demand vk+i-h Oynarnic dashboards Io display building ooemtion and energy consumption information. For example, an energy da41board may show that a building's ventilatior sy�iorn is raver co,lsuminc3, An easy solution is to reduce motor speed by only a fevi Hz to curb consumption with no impact on perfori-nance. Automatic metering combined with automation and control systems, variable Speed motom, srnart tharrnostats and timo-pxcgrammable HVAC systems help ensure a building only uses the energy it Needs, Motoring, when acted an, helps: I • Reduce energy use by up Lc H:c: to 15% • Mee! sustairabitity initiatives i Elirninate or shift eriergy spikes to off peak hours Sb;rrce- 2003;ntarvicva Lry VIjIji,.tfri Fo!dn an--mith Juan L;apinac* dirWtor of the Cc,;rr-ir. rriRI and IndUUIr>al Lrafich of Ellnerq%) Slum a the--PA 12VS20 190696 23AUIO 6PYH5 I=nergy Meter Three-Phase Meter Motor Power Meter . Thermostat upgrades raingo-offers a new generation of "smart" thermostat control equipment, systems and service solutions that make use of the latest tochnological advances. VVI Ti connected-thermostats are making their vray+ into buildings of all types and si7 as due to their ccmnienco and oast-swings benef its, A Veli-Fi conneaed tharmcstat makes it easy to r9duce energy cos_s; just by taming the temperature back a fevr dogrees\A.4,en a building is empty can fesult in up to 3C%energy sa zings. With 'Isrnar l,"thermostat control equipmen t, yoj ha il-y-,eorivenisncc of,co:rtmlling tie ern ircnment in your buiIdinc. fiorn an vhero to reduce wastefu heating and cooling and realize energy swings. 5'ua ce- Lmerson t3', _ , ,_ . ' _ _ { 72 i-Fi Connected i-Fi Connected Tltermostt Thermostat 41 CEISe Study: Pioneering Energy L-raiciency ProjecAt. Projected to' Deliver over $2M in Energy af-%avings A 700+ bed hospital' soug I 1-t i n n ova Live�ways 10 p rov ide fac i I ity im p rove rr i c)nis while realizing e r tio rgy ,, 8 wings. Following an exh'aur,-tive on-pito audi'l, OviDr 1 0 individual solutions were implemented to roduce energy consumption, including- * PulloverhauJ of the HVAC aystern including InstRilation of variable Speed drNfe and automaled monitoring and control Qf air hand):;ng unit's and pumps * Improvod mc4ering and monitoring of electricity, gas, and steam Building managernent systems upgrBdo This project is projected to deliver over $27MM in energy aavings ovor the next 20 years by reducing anorgy CO.I.SUmption by more than 4G%. Sour e: &j 1 r 4der L leoi ric; i! Mater Productivity and Energy Savings Motors are essential for controlling an HVAC system; 851/o of mo,ows help control pumps, f-ans and compressors. They are also significant con-aur-ners of energy, oonsuming approximatoly 30r.; of energy of a building, S'n.r�ce; Za!,,r. .n+ SI7afi �, Ciec,ac Motors, Use�5 of Globd 1=lectricity, 2 1'11, clean[o inica,coiii Variable Frequency Drives for Improved Motor Productivity A VFD ad]usts a motor output for peak demand and low demand so you can qet tyle mosL out of your motor while saving energy. A VFD can improve energy savings up to 70X'; these saviing are achienied by operating in corjunction \,viLh a Building Atiturnation System (BAS) or tndopendently through ,ts "� 141-608 iniornal Pro portiona41niegral+DorivRtive (PID) capabilltios. Variable A VFD is ideal for applications whore speed oonlrol is critical, Frequency such as when operating compressors, pumps and fans. Prive .Sourcn_ Mark Cirni;rn, Pun iP rnej, J Savir7ys wM VFD% P009, sunt xii'7ahleplwrr,cr,m V-Belts for Dieters' Energy ff ienc-ti, and Life .. Adoption of thein three steps will help improve your motor's energy efficiency and Ilfie; * Use Ra\.v Edge Cogged V-Bolts, Ravi edge cogged v-belts grip the sheaVe sidGwalls better than ,,vrapped v-bets, helping to mirk62-e slip and improve efficiency • Replaoe '.Narn Sheaves, Sheaves with as little as -11132" 0-1 wear may cause your v-belts to slip excessively * Tonsion V-Baits Properly The proper tension is the Iovmst tension at which the v-belts,.�ion't slip or squeal under peak load 6A116 10Y311 OAG 7 AX35 Cogged V-Belt{±heave V-belt Tension V-Belt Groove Gauge Checker j:� _.S t` f' 'y L �'F` ' � ' i �.� =�'• R � r1�. J$��Yfs��' Y 'S ��^� ?'� 1. v _`� y'iy .''? tiy: �,�13 ;L,�:� i' . ��r5+ {.3..'�>•� z c�Py��''ki, _ >k ,C ,F• ^3 * } Y' S 1 L. {'r•4.. ] - �`..,i ,. � 'r, .-2 A �. FY. j;; L ,.4-S.'' µF�e_I°k!;Y}� . 'zSy,f, z, yr y..'ti .f, r' '00 S!• r~r .�4s s7'n a fS I '2.` K"'{ ri • yy T iG.r _ 4 5. 5 �Y�'_xryv Yids �,,t}. aL}T='4^w.r z:5�'y ryr:.5z. � Jnr 3 '�&`• ar'r` - ..�2. 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Working * Avoided maintenance expenses closely with yau. our service providers can * Reduced facility carbon footprint holp Identify and facTiLate the insiallation Comprehensive Services* - v,rater-saving measures of energy and g . Multiple energy- andwater-saving solutions to help benefit your bottom line with � Audit and financial analysis minimal disruption to your lousiness. Our * mateHal, contractor ands project management service providers can also help you secure * Installation by quallfked, insured and applicable incentives and rebates for your licensed servaca partners Administratlon of utility riebates energy- and water-saving projects. * €]isposai and recycling. thircFpgylysorvice prak4ders.' .., sz 46pt#o customer eji� i!'tY-and I �'�'.''�'-'- 'fij� :f-•rt. wf.''R .•.ti=i_:-:'.y'e;AA Y�t rld M1FriI} ,yam- "fF}'� 9W. GRAMGM, — _ r o. • • • ���� .•_"7� �;a� ;� � i" a 5����rrI�"r{� 0 _ sryx' s"L�+ 'r i } z f' '9 W sE ~ + ° 8 � ;� � i » x ' 12 5 Questions to Ask Yourself � DOC,-your tai�.11liy have older, ,e;U oriorgy-anc:''AraiGr'af icient pro(jucts r Doer, jour facility have iorlger operat n g I'ou,rs or heavy watcr'jsage? � WO:ild you Pke is ftuce your energy and water I)IIIU while irnprov�ng the p^,formanoe of your open.-ion? ID Are you Int rested in lea.rn'nq about inoerwtivcs availe;sle to your faoility for ! a.�ergy-st�'1ir7g p�;eo-s`� Are you nterefft i In erhanaing your propert,'g vaue? If you would Iiko more infDrma#ion, or to seo If you rfaellit(qualifies for an on-site evalLIMon, call us at 9661-597-1330 a contact your Grailngor Rep to learn haw yo Li can benefit from these energy- and water-saving services. Energy Services Multi-MeasuireSolutions TFuough our network of thlyd party service providers,you can find a vdde gray of services which include audlting, specifying, supplying, installing, commissloning and LrOlrty rebate processing for your energy-and vvater-saving projects, Jgntiog Proie.m 3 Conpra;�ed Alr System UA-as &eair Trap S}'strim StL J'e_!� ano+Uparado Oro;ecls imn Upgrace r1r�-jr3cts x i; aSy_HVAO Projects and' Upgrade Pro v ,. 'S-roles m 'ka!a Ccrser'; .t on Upgrade Fro:'-:its Motor and,:�,inQ PAfjoc.ts Flec°r ve lic,lo C!'arglrg 'S`:,tion Project,-. Let us help fad11tate a proposal for your considelration. Were confident you'll see value in upgrading your facility with help from the Grainger Energy Services team. 57 /t Y '�4I AI xriGFy�.r...r-.�h� .� "�•may rn-"...•_. �z'� �r+� pro g U � J t • r • _ - ; gEnery Services i i GRAINGER SERVICES NETWORK ,;ai_'.h}f k :5 .. . .x.Y..".t ... .'h: u r....•-,,. . :,:.. - � .. <'.-7s�. .r ''.i. .. '. TECHN!CIAN WILL & SAFETY TRAINING Take advantage of quallty training seminars led by an Industry-experienced, certified team of third-party instructors, Participants recelve hands-on =`• u 't.. safety and industrial skills development that can be applied on the job Immediately, Training can be soheduled on-site at custorner locations or off-site at scheduled locations across the U.S. '�`a'SR4} Lfi *s ,,yy-, Y it 5�IlE.'l�S xN_].4 IR'l0.289 E,.-ctricawyfor Power Generailon, Advslic�c Trarofarmers hlainlnn3nro&Testing Dack-lmv P,eoitlon&Cross-Conno.11on.ont-a' 1rawn iss:E.n&Distri kJon KAnry hfaintem nce 8 Testing d311 Screw Applioaf ms&Techniques ZLi5NFPA?GF(AruH3S11Electrical5aietp �'ablEFoul I-mmilon&Tracing Beaftd&LubticW:iPrinciples 2'"11 B NrPA 70UArr Flash EI901rI4al Safety liable S013cfrg&Tarin lnaifan Mediunk Volt7gr Cal}ldfilgal Pumps. 2617 NaUI)kEd Eleoirical Code CbblbTWI.Ing&Lsiegn.st'0 .K;Uoirpulor Numedc'Xi troq-TroubleshoiA rr1 7017 tJ nC Pracfcal ApIIutlnm for H uildi no&Fadi-ti es Clrcuit Breaker Malntenence;_sw&Mgdlurn Vdt3ge .. 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EleokricalSafety:Elandsl7nPnjwliCalSkillsApplacekion EIK.iIf%fvintiars;Under9lnnd:ng&Trou.Iee,ioohnr H�'dt3u11CsTralning&Syls mTroubleshooting rIxLdcd S% tans in H7%elrinrs Loom om Electrical Malntanagce&Td&ih.gTmInIng IFt'S{'omnectar&ConduCtnr Certification Groundf ntlBinding of Elmtrical Systems Elernical'rink Headlig R@V.aAr TF�dning Life SafEty CodO'tJVPA 101) IFPS Indtrdktlol Hyftaul�e?AeciidnIc 2ertlflcakion Fib6r Optlr,Training Revie'xTralning Natlonal Eloctdc Safety Cope Iid-istral EI9LIr'CI:V Oasi-s IFPS Industrial h3'dranlic Speciaiisk i;6r11fIraElon NFPA 116;8Lilldby P:wer Generali;n Wirstrial ElectwnioG&Urcults ileuiewTmininq NFPA76f3-Electrical EgtdpmMt Mainienonou Infreed 1honncgra;.}y FPS InduFtria:Hpdruulic-Tochnlclan CErtitr akion } hFFA 72;hetlonal FireAdmi&S:;lnal,ag CodaHe'+IcA Tialning Instrumeri#rkio9&Process Certkrol IFPS Nubile Hydraulic Mechnnir,Cerllflcathsn NEPA 79,ElecktlGal Slandaritfor IgidUelrlal IJsc�Sinery PLC.Sleinons Step 7 fieviet4 iY2igsc NIC c:1 Lawls I&II PLG;AIlen-Hfadlry DinkrolLogiO IFPS Vobila 1yJwIld ecinician Cerfiflo-.Inn PLC"Autonakior:b'K.01% RaVewTraining ".,{'' " PL(;f'ro9 romahle Logia COr trailers. IFPS Pnemillc Spooi>Isk Certifintlon�pvlen'Trainiq"' r+ r+t '• = � 1^frarod Therrnug mpll]' ':cnfi ted sr�;e Eirtry P�Mr a"`Ive(tela{hralnt91r3n+�A,f3aslc&Ad',ancs�d {I,3chai:csl} Machine Tool 7+llgnmerkt:3-Axis Allgnlnen' POT Ha2ardous M6)r1el Profiective Relay Maintenance Ueneratar MaplrineTcolfd;guuierri;5-Ails Alignnieri Fall Arrack+=all Protection Traln'rq Harardotss MAO Operatlorls HA2�J1OFER} Nr*errtive Rmy Me.inlmncg Sd id State Machine Tool Alignment;Ooncepts Subalaklon Val ntenance 1 &2 Ma�rine-ucl Allp ment:'osiforii ep&MC.I'acs' Holal.q&Rigging FJatJ;�l l�ae.fdx7lntcna��ce&�r�2ly 1}dnFfarraa�hlaint3nar�co&Testing hieotlanlcai Drives+PsxrrerTransmission Froublo5llnoting Electrioul t;onlrol(;Ircuits Pn earn atio;�_!Idr,h-Pneumutiu'9 T�t7lning pluinbing Standards T , unhg f}f}Crl roo�s5 Cont•i)I Lac{is Frtcuri9tlb;Ir,uust'3.=fV Ccha?1°cbf 5ysten�9 Vorlahle Frequency firiYW PredlCJvo IylaIntanarme Shatt Alignment wIthLaser WiQnui9nk Arfaanced Air C,v.Jtloning&Ra-ritlerk W Ul I renin ie TEstiny Ar&'d'akcr Balancing i Vlb ration AmlyFlS Alr Gcndikiocing$Mrlgerafcri Welding CuertifimJun,Pflr,elpins&Procedures BWancin6 of Water&Air%strrns ' Gci lerti;ATet linlc7l G 0 peratiur211Uorksh.ap !7)zm S-q-,V,y ala ;,).b's'a1nwls. .$raeing for HVAC CIM'3rd:(Jperafon&I&Intaname ct Ul-illod Hearin9&Ver llatiun. 01mc,%.3' f FOR MORE INFORMATION, CONTACT YOUR GRAINER REE OR CALL 1-800-GIRAI NGER � '�YC'1 f L5r5fi[asrg9f.Ing, 4'S'-�rn'I+ej2$ i + RAING R SAFETY SERMES NETW.QR :. 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":-; ' sr1PEonel prciaci,e r quipmcnk g Tr�imrg finG[IaipiPRjlFl frr3lht�g:. 1pfiduasrannVarellahle111PX hGpI.Wlrvrn-partyV"idpr COP twt YOW Graingarfor Details, f + Q10'9 Vl.w.Gr;aiugc',h-c, 4'-Bul xi Ja Will Page 617 of 909 K Wdf1A-fah 'a41 F 4ule.Kj'PA-q.P.wz-') f ► � t r ' tiulu!wf d-nitliCl�lale3 - �.:fiurRl (pad realuU'djaja$.iu!jrr�j: 6uUalliu�enge"�4uaW ' �,mfut2cl1 MGS}duluNJI-Y&d. aluPtll.RU4wpoul'llFrOoghai�ul6ud'h 'r' :GuF#�F�viap4.f iii{F �' UauLgl91!ODZ'Oaausiuiiw,"no funnHbN9J sl!un�f:WP FJaul4^ 'J 9uluFjll-�IAJt'Sqhys3qul3PJ8e`J 'IeN. i 0 0 iv uu sa5 6lua,llnnfienoopo� � i i'M1ntl�Y gyp la'iSri2d+ nc ?N��xaa@I?: , ; I°�1..;. 4— �ul±�eJ1tlulyrsil�ti4 J nWo ujggluomlkJ O co ,UO1! 44Je5Je l9yMa01�Py��etJ 2ixVlC,avgldWa:]JfAJB30�E71N1 (C) ..' juart;eaoil N ' rM1+ 11�1uawtIger.�Ij�npao-Si�alPua�.WelU�ntkj ' .. prrueejpna�laa-' � 't:"" ��falUOd �1W�1�gf@f45�i!11h . __ '!_Y-•-f:....'3' .Y-. r•:.. a ludUlOn1153Q a[G5O41.I DIR009µi9.1]ICGg ap iA� .RsFauopnpg uuU�fin� ddf4 swN�aSIG.{09 1 ieppin a ullAd�uUauHrilaiamsae3quopadllU slu2w :s�Yln&ejprropu'I' ' aluawa4kfW,]dvfra�; . �e�f5i�xlx7 E�k.k,111i1& UOP.kf# 4WH 9u141�utss>,cwett�eraLc+x+3�a i:,,.r. (ianlilsti:ui3's�ggkr 31aillg06U.'' ' . e9-ieu�ea�sJ'��Ph0��o93 rald ua9enupuogsaawaog uw6s?FCd�I!I!4eulrx�nS eluawsaasyy7dd' ' eutFder anter r es a. fsej I!fl loop %Buula+lkOJr�lnll tlulpaunr uaI1Wh7133b G.ol!Pjj a ,if6 v1�u pieeaH uVaJ�3 f�uawuWl J tv!ree !�I� 7^3w dRSuxi luadi1Mi nprokl allla J5 piWenfo3 61qCc I,sui✓JI��4!]' �uae�luiuGCixEuPQil�T-1:eAPrt 419vi. `' ,,.r,:F�;;;.y>•js�f.euu}rlrxaoW' LHR -;�::�.�?��S,�+QIl�Ie�G,bil.fa�di��ss7e�apsl�u; -.. UH% _SRpf+d.Vayd ',Ic��eWY.aualuGUp .Pinpokid a�aad61wileptl3. : .. �Saung]�-YI eIPIl IuIW J(Lfl4Rl a1130'9rtsalllUc�+l TOO. au aula:s 7u a du9l ay.' a ,Srs36Jeu,3> 'lump"OlealllliarJ'$,lplaiL u+ . .<.. y.•--., ,.•.:,:,a . irwwx�u ' '�u�iUs�.e:sq'uueq�iSwawafie+.�W 'sn�uiaS'xll�a�iu uJd ' ua„d+jiiu4 A&11�SA1. - Rwali!M"4110.9 11131A ' -r �iiri�il�epuo�3 fg-ili ':r.:-#`..r, .:;,iri�,� qg. nb�lek,'OJlvri}5uIP°el I I�PweYJ lauuaf� ..w�gpUeWwu;t Io2Pgnl f�!tl9oH ' . .. t�uluaLJ�:a�S Innat-pO ea;r1*7 r' !IhiIduopeulwalaum IA01131{ btPll�leajSi�.dhap�ete�7[fgi ;r";: _ 7niixf }.i41u1'Iinu�I�Cl:loud$?�i; Iia1t0�liib�ry6i9Je 'Ih1 41 �.�!.y''�1�4MeSiWe+3dfl a�] Ili�j-FaexaalluRjz)GmWj4[jnKSeaea411uaH {dU5�.6yEl'�SJ9 C04@Z�553 Gu(u!aLOmrn q -611 .Pgil.auej :a�v�x��Open�r.J:�Ofnf�i yrawQf-U)B;jl urajftu pond "f5kki. OOLKchueu le uh4l ov4J3 Qq euopEUG l.wdl!niujllfQj B[MU 'Ad AIN gj3O ModM11 iMQ1WH � {•. asl2 ..8!ilule117tCflf�ar�.eRi�eHi1�J9�g0.�tlll. . I {':' :•.iu ..,h ..' giva�ntlRulMMIS91LfAdH Nyaslruuu3 . .9pfaifi ie "eug 9uf SI fngf!I. u2jd.Lxilemu-4a fjPM J77m49F8H -fiuu!�alla+alyaue�&X7I�iW �oWeeuH ., aualla3ch6ul la!�I14 ouW WPuv 1111 I)MMI J�Nsu�aea sV U+laryg1 d weW:lola+aKt¢kLfldADM Pel UMOCAlwawane4al4Luatsxau3 i uggenl 4Aipuld III"IH-kP'i SJ9 ::,r.,. aca�adau9l p dll�1 611101ell VXAJDURHPJugaeai �rKmLilYd5iro0ifuo.Wu!tl?d:1'�ucJtlwq}1JeleSWo� .. ..,, . . - .. . �uW9ua l +InSdFeIY � JV113- 53 11113 3:1V 83 N.IVd t :$ FET 'SEI VICES r Grainger worlds with well-recognized safety suppller,4 for facility and product sur-ves, along u�+i##1 tee-based 0SHA certification and trairiind programs to heip you stay compliant. Our strong relationshiips within.the WMy industry enable'us to offeix hassle-free services, inbIuding turn=key product an d:progrann sio I uti ons'f rorn our safety stfppliers as.well as { M1 third.-perky service provi . dors: k.; PEOPLE SAFETY r Grainger& lne SaietvManagw'0 13y6terr •OTrglning Library with-r9cklrlg On Safety *Authorized online OS%-rA 10-&30 .1a!Dur Outrwoh Raining •OnAno NFPA 700 Elecirlcal Safety N ning •Sb5 Nanagament I arainger safety Consultants Network A national network of tl)lyd-party service providers with a oomprehonslve offering of on-site asseosments, studlas,nudlting ar.d testing,,grogram development and support,and tmIning to enhance your safety program, ! rNAL F-OTJECTIVE EQUI01VIENTJ PPE AsSGG&Menta Job hazard 4n9!yoi8 ant!PPE Qssoetment at tho facility and corpor'ato level, r r 0 Cr 9 Tyvek,nocyclfng Program DuPont ep5cial:sts vNI prowlde storage contafnere and pick-up of used garments. Flm-rieeistant Workwear Avsessmonts&711raining Evaluatron of hazards to halp detorrnir.e y nropar product aelectio9 and use,and id entlfy poeentlal cost savings.Ralning on propor use maybe included. rmbroidory&Heat Press Services Add nigh-quality, personalized messages to olotrhing orders. Customize shirts,Jackm9,sttfaty vests, ralnwou,caps and other apparer with your oohlpany°s name or logo. Personalize employees' or-cersonnol wk Awear by adding their names to uniform,poweralIs, *` I lab Gants,etc, Job Hazard Aeueaament Pragrarn besigned to essl9twlth'nlorkplaco hRkard assessinonts,guaJlfy- ing the speclflc product solution, Samples may be prowldad to a�ieok proper fnbrlo,fit and appllcatlon. DiAPone'SafeSPEC"and SafeSPEC"Mobile 0.9 line prcductselectlon tools and dats.beae � designed to waist with the salapiion o`chsmlcaJ protective apparel.AI90 available as a malle app. Contact your Grainger Rep for details, availability and eligibility. *i..'JVALY6 provddsd by Md-PaF4 safely rkgrwofk ertay be subpa ro a feo. l ■ , ■ - # 4300, Page 619 of 909 Safety Vygwoar Assessment Deslggyred to verist your busiriem or Institution with k,,orkp'aoe eye pro.eotl I a€sassmerft quaffyIng the spec ft prccuct so.'aticn. Safety Prescription Kyawear ServiiI Multlple solutions fcr safe' preecrlptlon oyetvear nerds. Qrderlr.g options Include on-!I kiosk or local eysoRrs sircnl dars. ' f Fall Protection Assessmerrttlsiie x A p lansuraey Is corducted to idantlfy potentlal 10 pratectlan hazards as IIII as suggest products or programs to minim it risk. fall protection'Raining(I3as3c) Sper:Iflc courses designed to traln for sFafety ax 7eigM%ei�uipmont Inspection,rer}vuo planning andtcmr(;r climbing. Custornizod training courses are also avnl'abla-Traning can also be dcne using a mobile domonstra#ion vshlole which derfion2trates arresting forc(m workers x4ouId exp arlenca during afall- t all protnckion-rraining(Competent Person) GoVer'A the OSHA Fell rlmtection s andsrds 2g CFR 1 n9-3 SuboaYt D and 29 CFR 19213 Subpart M for both Genaral Industry and Construo#lon,SPGrlal _ atten#on kxrlll be g iVer.to personal fall arro9t sy:tIiI Partici pan#5 evaluate hazard q and dovelop pra,otica',resolutions-Ithe general indusir} and owns#ructicn anvironmerr#s.ThIs training wl11 glve participants the skills necessary to fir Ill II the role of%t)rnpaton,person"Far d0ned by OShA for t%aelr company. Custom Logo Fall Protetaion CustorI fill protection equiprnwI vrlth your ouslnas€or Instltut:an's logo or safety Dmblem, Flexiguerd" Englnearod Service• Custom eragirirwacr FaxiguardTk'9}stems create uniquefa: l proteotlor}enc access solutkms that meet the requlroments of your spectflo applioEtflon,Also includes on-slte assembly and user training servlces- Fiend Protaotlon&Glove Program Assessment Evaluates your glove program to detarrn;ne proper eetec ion and use,and Iderltlfy cast Bev,rI Sam Ales are prow ided,allovring users to-ensure proper ilt and appllcatia-a, t3rainIS.afetyFootwea�rSarvices Grainger-managed safety footw-Iprogr'ametrsckE. Il re6 . pumhesos,administer payroll deduction and apply company(;oatrlbutlon subsld-6s, Multlpte delivery optlons nc.uding shoomabile,onllno and branch, 111,155 W •' 0 4 Hegid Pret,aotion Aseea�rnant Designed to arslst your busin698 or I-stltutlan with workplace head pratactian assessments,qualifying the 9"olf1c product aolut lon- Custarn Lugo Hard Hats 0ustorntrehard hats with your cam pany'sloga or safetyernb Ern- . . �.. .. 2 Contact your Grainger Flap for details,, availability'and-i-ligibility. p uroud by t�ko p-9ity�afv'y r�obI Mffy�g suc,Wf 2 a . ■ � t CiiR + 0 f! Page 620 of 909 Heorl Proke.otlan Conganreltion Training Deaigned to assist your business or Institution In becominp compliant ujitti 081-IAste.ldard 29 CFR'IIMO.];.Inc!ucas Instruction on the Imoorerloeof proper use of hswIng protectlon devices. Audiometric Tlest[ng Olr-e+te Rudlornetrlc Laeting employs=*G-pf-the-arktechnoingy in a clean, comfortable Getting. Deslgncd to Irelp you comply with8L'A-s Heari.9p C orloelvation standard :'yo:' Z90Ffi 1910-95. Respiratory Protection Flt Testing&Training" Designed to assist your business or Lristltutlon in cone u ing tralning,trt testing and progrb 1TI Cevelopl to hel p rn ee',OB HA standards, Orrllne Respirator Wdioel Olenrance RaspIrn.orAssessorO Wtxval-e proVidcs quick and Easy away tocompleto madica2 clearance-Tho online questlonn6dro helps prole+Ids employee cloarancefor using uistoal,V any respirator In work cordltlona spec:ied.Gel unique authnriziAon codes for Bach of Wor your employees to complete the questlonnQlre at any cornpr:'ter Ylhh Internet access, PuimGnory runetion Testing On-elte testi ng and online data manogsmmt to In B38ur6 and track pulmonary functlon for your workforos. I i Ergonomic Assessmrink4 A Corrprehel on-site ergonomic Job aBsassment xwhlch revlews po, I tentlal hazardous areas,Assessrne,'lt Includes a ravreur of any fob hazard analyBis(JHAs)for the jobs,a review of emplcysas per,'orming Jobs at wnrkstatlons, maasuremeats i)f workstatlol and tasks,and an outllns of all findings and mrormmandatlons wlth an action IeL for oaM job revletved- i E rgonornic Matting Aeaessmsnk Eye,IUates your faclllty to recom m end anti-fatigue rrsatking to help roduoE back and lower leg fatigua-for ornployow who sand YMME)working. Idontfles the proper mat for use In awz with oils or ch am kale.and provides 12'sere Ales to stand oh or test agalnet chemicals, I I FIRST-AID I 4 [ Firet Aid Assessirl Desig n ed to nsslst your busi Hass or inst.tut ions vrlth ast$blish Ing a first old pYopram, understnnding regulations and meeting ANSI fill roqulmrn64ts. . . a IL Phot AidfCPR/AP,p Training The CPROLED aartlon of thls course proparea the layperson to respond to Choking,bY¢athIng end cardiac emerl;lollos. and show Clem how to use an automated external daflV'Ilation unit In con;un�,tlori witi•I CPR.The Meet aid porticn of this course Is designed for emergancy response teams,aafety parsarinel,cupen+lsars and the general public,1?Tis course:aachas you herr to respond to wreathing annoManele9,sudden Illness and Irjuy,and demonstrates tochnlquee to help prevent d'seaar,transmassion. 3 Contact your Oilirngelr Rep for Ietalls, avaiilabii ty and eligibility. . 'rt3crvkasprvv��feo'by2iNra''�part�rzaferynstwark�rraybaserb�ctrotrfe+c. 4 GRAIN=,,■ Page 621 of 909 Blaodborne pathogen Awareness Train€ng Thls oa arse satisf;es OSHA's Bloodborne f'4thogens s#andard 8 C FR i fl20,103Q whlcl3 prescribes eafeguards to help protect workers againgt the health hazards from Exposure to Mood and other potentially Irt;eo:iou5 rtlettirlals, and to reduce shelf risk frorfl this exposure. i r iHAZARDS ' �• a -x Noise Monitoring A%Y:.de range of sound leve!rneasurement serolCes and noise control prc.Qram development, Mat'"Gas Detections Services Allows you to rnE5nageyour gag def9�kier program atst5xed month ly omt wh Ila having aowss to tasls and re ports that shove you how +aur equlpmer't Is bel- us3d and what tt's detecting. Oaks Dateatlon Equip mantTrainingl Instruction on how to use gas detectlon products, inolLid Ing calibrating the equlpmant. ?f f Indoor Air QualityAsseg8mant Cc-npreh9WvQ .ndoorair quslilyserviees,frornlnillalbuilding p soreerdng and air testi ng to problem reaolutFora acrd litigation Sup port, V 5.+ r;mployea Expoeora Manitodng Carllflod Industrial HygIon lsts(GIH)and Cortlfled Safety Professtmale(CSP)use NHA approved aampling methodoloyles to help you identify toxic f chemicals and harmful emisslons frorr,rr.rnofaol-uring prors8e9a and develop apr)roprlate engineering controls and personal protection plains. Test Instruments Calibration Services Callblettlon ttelps keep your sensitive test inatrurnerts In tfp top shape for Accurate,rellob io resula,Avr-lobla for thousand 9 of instruments and tools,calibration Can he done on any brand of Instrument,incl0-d Ing brands Cxra'ngor does not carry-I norumeirts do not nand t.11 to be purchased frarn Grainger to uSe fl3t�oal;bratich serVlce, CaUbratlon Can be performed on natikl Items at time of purchase ar on Items already Wined.Three Iavale of Call brat-.on are aVFallab to to mea# differor+t Industry stendarde- w Heat 5tr'eus Assessment* On-slte erraluatlan to detor';rine heat strees risks,alloweing far product evaluotlon and testing. Go r tal.t yt ur rainlger Rep fog- fetaI s, availability and #119ibRity. L�apWv;&,dbvthkd-P�,tYsia;yna:v a r7&Vy 0 ubla ■ , r # 1,800.GRAINGER Page 622 of 909 FACILITY 111 :.r::,;.: ::. •G rainger Onl.Ine SdfetyManager}'Stiystanit o Onllno Safety Training Llbri3fy with Tracking :. r Authorlxed Online OSHA JO•&,'M-Hour Outreach Training Y% i' •OnI.n e NFPA 70E Electrical Safety Training •SUS Managemult t !CONS r :{ 'r I! 0 singer SafiAy Caneultants Network A pati on al naA+iork o' h IIS-party service prrvIders wltti n comprehensive oftorlr.c�of on-cite assessmants,studies, audit r.p and testing, program dove:Opment f and support, and training to anhawle your safaty program. t. • +- Cirmfiirred Spaoa Anaiysie Canduotod plant tour to determine po;wt.al confined spame hazards, Conffned$pace Entry Training This coumi;covve the CFR 1910-14q OSHA requIre man:s, $ including h Qndr ori training In entry procedures,hazard wognikion, PPE,monitonng gsar,and permit an hon-permit work praoticee.Along with olasaroom traln1nq, It provides extenslwe hgnds-ors practic+3 In the ua of personal proteckrvo,glia detection an Entry e€Julprnant, Confined$pone Rescue Training Thia oourso Is geawi toward thespecljo heeds oftho clleRt I r&ngin g ircrn ons to flve days of tralning.Jt offers a com prahenelve caysrage of CSS HA P R OF R 19 t 0.146 2 s a-rid rnEeto alfa lfcab]D tmInln ] PP g{including ANSI and NFRJ�€t�ndards, laesroorrl sasslpns introduce the student Or students to the regulatory req u Iromentc. Field exercisos-Gosh the technlquos neves&Eery to Efficiently acid pronclently perform the duties of a Co3flnod Space Rescue:eqm, Confined Space IdantificationirAudlt An onsite ccnfrnGd spare Egadik for tho purpoea of updating i th o current confinsd space Invootory as moll w Identifying any labels that deed replacomsnt. Following the audit,a report will be genorated which will provide this follow'ng Information; identity and Iocatlon * l of each:space;whether Each spaca Is porm it or non-parml t required; hazards and potential hazards; R/ whother each specs may#s entered by us:ny aRernate antry proocdures,is In need of reo!assifcadon or � If full Entry proceduros are required. i {ids datbction Lquipment Training rnstructlon on ho%v to use gas dat2[:tiph products, Includlflq I calibraUng tho oquipmen:, ELtOTRICAL SAFETY to Arc Klaeh Hazard A&ta0diment daslgned tp assist your fac Illty In corn plying with the NIFI'A TOE standgrd,Inoludes Iden:lfleatlon,data callectlon,analysia and Iabollag 4f 6.11 eleotrlcal arc f'Rsh hazards In your facilities, Included regulatory cornpllgnve training of qualDad psreons In safe workplace prpotlmee, � Contact your Grainger'Rep for-details, availability and effgibility. .SCfyiux5frrov6dedbyWrd rMySafetynetwmkwaybosrE6jecttoafee, f + i ■ Page 623 of 909 Are Flash Awaren&ss Seminar r)sslgnod to bring avLlorene€s#o the NrPA 7QE standard,A<;dltlonal topics revievr5d are methods of R6sassment, P'E9oulpmorit, proper slocirlcal`Dale,#ee#'nstruments and labeling of h5azards, Arc Flesh Training Safety seinlnar for anyone working an or near electricity,Yopics h7olude flash prpkeoticn boundaFies. PPE,hazardlriek Categaryclaealfio2tion€,shackieleotrpcutlon,arc flash : oalculatlons,related regulatlons,and oafs work practices and procedure&Thls trainln2 is required for i aloctrlcal maintenance personnel,opsra#ors,rvUbleshooters, electriOgns, linemen,engineers, supervisors,slto safety peraonni�l or anyone expcsod to energizsd equipment of 50 volts or more. i Eleotrlcal Safety Facility AsseaSrnant* Faolli#y aralysl€of potential ok;ctrical safety issues and recarr,mendsd electrical product solut'ans. }_. Fm*ea&Power Distribution Training 96rn Inars tai to red to site safety cantack't+raga Ir°men#s in this proper appl'ca#ion of fuses to hely protsOt eleotrloal equipfnsnt and po%ver dlstrlbutlon sys#erw&, : ENVIRONMENTAL I q. STUD-E Safety Check program Site Assessman#eveluat6s concerns assooiateCi vrlth storage, transfer,use and dispas l of hazardous liquids, Product otxggestlons promoto using the eight et�ulp,nant for the right jot). Proaices assis#ar"with regulatory Code compliance tp OSHA and EPA 8#pndards. Hazardous Llquld Handling&Storage Aaeessrnent Cn-site audit of hazardoueAI61rrnmahle storage, use and handling. Spi 11 Containment Trainb g A Assessment Empl oyees are trained to use correct products and pro;;eduras for their ap9Clfic spIII con-vol and absorbent appllc,ztlons,Assessmont Involves detailing a business or',n&tltLelon s current splll malrtenarm proosdures, identlficetlon of now and enhanced procedures, and new product eugyestlons. Eyawash/Shower Sarvay&Asseaarn9ntk Walk-#hrougr��ssmsmen.of fadllty for emergency Q}emvash and drsnch shower safety-fndudes ANSI-compllanoe recommsn4atlons on pro[luCts and atrategi69- PROTECTION Flrestop Trehling Pmgrarn" Eduostes users or,gen6rel flrostop InforrRatlorl and provides st;ppllar specific trainlncl an UL aiassifio,s systoins, Fireatop Facility Assesarnane Comprehendvs faclllty vralk-thru ;rMre to identify non-ccmpl'.- t fire hazard Installations, ontadt your Grailigo.r Rep for detains,availability.:alnd eligib.iility. SRMDSs pmvbdodlayrhkd-pertyesfo!prr rwork meyb W5 ice. GRAINGEn-COW- +1 Page 624 of 909 Pracasg Safety Managamont Includos t'ro assemb;ing of roqufro l process hazard lftrnation.vrhlch Included flold tmoing,piping oral dguraIoping Pip Ing&lml trumentatlan Dlagre.ms fP&lDs);rovlaMg9 and corn.men Inq on opera;ing pr&cadtirey(startup,Gil utdn4'on and ern efgen cyShut cow n):and hoe 4h, safety,amargenoy rwponse procedwes a.qd prekgrtive malmananoe practicos. Lookout Program Magda Suruoy Dr-9 ito survey to assass current lac kout-,R 9u practices and provlo�r,suggestions to lmprv;e current LOTO program. Lookout Prgcedure Servide A netvrork of car[rled eervlce provIdors eble to offer a coir.p see tU•nkey "f graphical Ioc koLlAagout wryioe provided cn-cite,He Ips arisure your facll IV has an effeCtive lockout program and wompllos w1h 0SHAs Lockoutrsgcalations, Cnglm;oru%vPcome to your faoilit}r and croate i visually-Instriat ve,macl7l.no-spao;fic procedures that wan be placed dlW,tly onto tl3e aqulprnwt. LookoutMkgout Training Th Is course is for persarraI iiiho are required to service,mahm�aIn or worlc around energlzod equlpment,Toplcs Include an oyerrlew of OSHA's Control of Hg;zardou's Ensrgy, 29 CFR 1 N 1),147; nfarrnadon on Ca9trols and pr000durea required to hOp pm-vent the unexpscted energlzatlan,start up or release of&tpred energy and the dangers Involved;rnlalhods to racognlze dlForent typss of anergy hszaros,doilnitlant.bf authDrzie?d, effected and otha,employees;energy- IsolatIrg dovlt:e and Icck-and=tag defi,nitlons; defln;tions of lock and tag;program categoriee; energy control and appropriate contra!procedures. MACHINE GUARWNG Maohiile Guarding Turnkey Solution A mtvoork of cartlfied rimbe provldars praseht a co-npla:a i machlna Ouar(iing scluticn consisting of mac.'rine audits and assossrnerta,engfnaerin{ and d5aign of machine protoctlo,76,a star to-finlsh cristal atlon mr�Ire and integrated training on all new equlprnoris Qnd procedures. i i i i `'. Safety Paint Aageeament uonduo s a,n on-sl'a survey to determine the condition and location of safety markings and r9cornmend the proper safoty coetinga, I HazCorVrlGHS Production Workshop Truk workshop cambines ue!gulatoiy t,@lning and Globally Harmorrlced S+ys4am(GHS)!absl orentionto Help your business or Irsstkutlon meet OSHA GTS irnplementatlon requirements-.tnd sust6.In in-housDcomplience. Heizurdous Communication Tralning Focusing on the specific requlrernsrltg of OSHA 29 CFR 11)10-1POO SubparL Z,this Course offars an oVerview of hazard ovmmunlcatlon standards, require men`5 and respohzIbilitles;tralnfng mqulrements; I;ovr to maks a hazard determinatlon,hazard ohornical i ohar'actorlstloe=container labs ling and ottier hazard warnings;safaty data sheets;empfoyGs train, ng i requrramorKs; hazard preverVor.; irlrilrnizaticn;preparedness;and axposure monitoring plans. 7 Contact your Grainger Rep for details, ava1iability and eligibility. 'ServicesFua Wdi dby tfrrrd-pere s&felyrnfwork mEL to vet Joa fee. 1 1,800.C?nA INGFR ■ J i Page 625 of 909 visual Workplaoe Audit Lvoluatlon of business or InsI ourreiTt wvarRplauo,vlsual workplace Ddo,itles ord areas of risk,AudIt p.-oVides adatalled report complate with fac'llty photos displRying Isppartunitles for workplace Emprovement, product suggestlons and Ic-Ion Install IdertificR#Ion. SECURFTY Business RAdlo FCC Pragr'amming Designed to help custornors program their business two way rad la products with mRndetory Fed umrnunlcationa onimisslon(FCC)Osslgnezi frequer,oIsG. i Sllpsr Trips&Falls A,sseeemant Provides tN paCastdan safety slip assessrner�t that takes i€� ` custornar facility abseruRtlons and gives baolt rocomrnended products and apiutlons to help yourfacllsty 7 beoom o safer for ernp!oyeeG and gu eats. floor Coating IrrctalEatlon Se Moo Includes an on-slta professlans,I survey,quota and Installation of Rust-Oleslrn°floor coati n!I '•'°+:' Flout'Coating &An#i-Slip Assassrnent An avaluatlon bEifiati on gpplicatlon, hazard canoornsand safstycolor--codad palnt requiremailts. ClimbMgPro Ladd SdatyM Inaludestralningllternturean.�;,IeDtohelp prmeldatrain irgor.safe and propor I ad der use, hovr to select th o correct IaM ws'or the Job and Irndder Inspection, 1nrlUdas a quiz to relnforoe laarrr.ing. , Flekiguard"Engineorad Service Custom anglneerad Flexlgtiard'"a}Stems create uniqua fall protostlon and accass solutlons that moot the requirements of your&pec IFlc app'icatic n.Al so Includes on-site a oornbly and user tralring services. Contact your Grainger Rep for details, avaiIahiIit .and eligjbiiity. iGr�id79°�OnrindS�JCty7r4�R'�rrs�rcrviUCdbYG;rehiga�SafCrySarflce&fnc�,hrl&ffi'�'ataoflNWGf1U�'7�r,fic_ ' ' 'giiq h pm Ytos�S.9, x=16 VIW Grainger,Inc, V1-XSAOS14-9SP74p4 GRAINa +A800. Page 626 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT + �: REQUEST FOR PROPOSAL NO. 192163 2M W. ADVA EDA, 6TH F1.0 OR, TUCSON,AZ 55701 PRINGIP1l. CONTRACT OFEI ER.JENN MYERS: CPPB PH: (520) 837-4137 1 FAX; (520)791-4735 { Please seas the f011Owing Exhibits in this section: Exhibit 1 Grainger US Branch and DC Locations Exhibit 2 Sample Grainger Invoice Exhibit 3 Grainger Sample Item Purchase HPatory Report Exhibit 4 Grainger Value Added Services Exhibit 5 Grainger G AT Site Assessment Flyer Exhibit 6 Grainger Safety Services Network Line Card Exhibit 7 Grainger Consulting Inventory Baseline I Exhibit 8 Grainger City of Tucson Business License '. Exhibit 9 Grainger's Service, Training and Assessment Descriptions Exhibit 10 Gminger's Sourcing Terms and Conditions i I f I I r F1' NQ, 13 1G3 Tho Ciiv o Tucson & l'JNIA prif 11, 2014 M iinteliancc, RQpair Arid 0jia;rafloiis{ivfi�(.}) uppI ies, Fagg, F,qulpu3oil t, VaorklIs Sr RolmtQd SeRgge,. 27 of 909 Exhibit i Grainger Branch and Distribution Center Locations LoGatiork Address 5T city Zip Cade Grslrger Distribution Center, 4700 H emnEr ewe. CA M IRA 1-02,1A9:1752 {,rain er grernCfl 3334 L tan 5k. CYi SALINAS 93Rt17- 1.176 Grainger Grainger 31,40:!1, _ Drstribu 1:1131k Craitx:r Maa ^u s I'mub Dr, rL Jk�'KSOh"1I ILI, 32214 97111- Grainger M07. Iie39Rd- ,..%-A MN DIEGO 16LIB DiP0ri6slkrc}n Center 701G„aingerway IL MINW.v.. � FAI447 GrelrygerDi�mcli 50220- Cminser 10541V-'AWfl U1SL. CA comFI }N 5112 DlstrlbutlGn[enN4 212ULI E.210 H +v. `AO KAWA5 1,.n 54151 Greingrr"Rranch 10604 S.La Clenegs gpy i- DraFnger 4gpp Old Alr%w3y5 Rd. NAS 50111 HAVEN 3R57:L Ewe. _ CA ING LELX+{.O(} 1113 Dasv il�utian Center C,ruirig�;r Branch 90013 f raingcr 16 Ar:{ilt:u,ko lx. 41 riU u%is n LF 8691 570 S..�lai7ky l St U, LOS AfdGELES 17251 DlstdkauEron Center Horth _ Gralnp,e 6211RmrarlaprE OH fd (FDON, 441355 Grslr�gerDl*iwii RANCHu 91730. Dlx+rlk ukion Gentea _ 1 :224 H4ssa.far. CA I CUMPAONGA, 51LA Nstfibnr Crala e1,Bre;irFi L`IstrlbrrtlDn Len Ler 101 SauLtncnag{:RIUd, SC FOI;NTdIr:�INN 29E,1A 6 9C>91 Industria' 1VEST 95G1 1- G ralnfrEr 201 Frt:cdom Dr, TX R04NOKE 76262 gird. CA SACRARIFNIO 3456 Dlslrrh a,iron Qmtcr Graingcr Rranch 04B2D- -Fra ingCr 12s8 Pike Ct. CA cC�MfARD =251 Distrlbutlan Center 35 S.Tejon St CO DENT ER SUL 1554 — Gralnper 7450 canna Its Lane — Grei 1gr:r Rrarch 9770. p3 1,,1,14 P1.�10U1'H 55441 RRQsLji iAOY: `- Dls Lrlbi,Flnn CCntcr N. UR SUITE�+ CA SANTA ANA 556!5 w r-,rigor 4125 S.rodd Glad. tiVA Tll X's+:ILA yglgg G rel ngr..•Pru 1151 E.Columbia 52Sp7- DlsUibutan(enter _ Ave. CA RIV_RSIDF 2113 GYainger 271 1 Qyskone x PATTFR.SON 95353 G�Wnrr N an[h DISLrlbutlnn Crt:ntor Paclfle Park.,s 8Ue99- Grslg9er4BE5 Parts St. OU DFN`1EA 21311 Distribution Center Operational la 21320 KY Gmwingar branch 610 Popes Bluff COLORADC) 3139u- 355nF- TreII Co SPRINGS x537. i G1241McntllmsrDr. Al. Momx 1712 Graingerbranch L:SiS 1412 Jordan Me 9S815- 4561 In noxatlDn Dr. co FOI I'GDLUNS 3405 E,'raingar branch ,V'd! AL H_tarTMILLE 1542 G ralnF.er Eranch :x11 Gcorge'IDdd 36117- 0547.6- (Srsln erBrsndi Dr, %I. rduraw zRy 2733 J24 UnN-emal 11r. [T NORTH NAVE N 3630 3;222 — Graingersrancls a6_14- 5 rainger Branch Mr.First Ave,N. AL BIR}A,NGHAM i301 75 Mahlni Rd, CT HARTrDRD 1605 729138- Grerngerponull 7572�- Grainger Drenrlr 384!Planters Rd_ AR fT,srAITII 8461 117 Cku Ia Blvd. nE NEW CASTLE +1143 1206 S.Did F.11st u, 727E G singer B,wull I 3306E- 32219- Groinorbramh Rd. AR SPRINGL'ALE =2 12431MetrePlow, , PL Fr.hiys 73`_3 Gra111g1)r Rranrh Grain�er Brenct} G100 hiurr 'St. AR L'rl'LE 1,1001,5 8528 27.59 NW$M 33172- ' 85233- Pluce FL r1ORAL 2428 Ara ingor branch _+xungor rant 77_c Ed#sscfirand fQ — uII.RF:RT 1261 33147- 4465 E.Broadway — 35040- 720D ilk+/37TH Avo, rL MIAhA' 0913 Gra1c^erDranch Rd. {7. PHOENrX 8832 GraingErbranch V1FST 32904- $5'fi3 101 S.lbiokram Rd. FL MELrjUURr'J[ 1131 GrarngErbra nch 941>5,padgedltia, >s2 _TUCSON 5434 GraingerBranch 2524 Sl'i 17th Rd., 94471- . Grainger Prerlcl} 960 h'.5ist A'm AZ PI IDCNIK 2525Ste 300 =1. OCALA 2035 2M W.Rase 85027- Graln;er Draueh ; 37 811- Ominger Branch GtlrLiCn:ane A2 I'HOE h'L4 2�7p 4180 L B m dead R;I. FL DRLANDO 5E95 7501 StFeecoech gs7i5 C,reiri8tr Rranch 1803 N.rlc�lda WEST PADA 33+1a l- GrningeaRolich Rd. CA STOCI(7o 'l4G9 _ N}ei nRd. rL RFACH EAfJ[t 2261 Rh;Swaad 95131- Graingar Blanch I Grain er Eranch - AAm _CA _ SAH]USE _ 77'17 93762_ 1 579 491'H St.Y. FL CLIA:INATEn 4333 cminAor branch 444 Dopli-tic D.,. C.', SAN LFANURO 101E Or.In,=,er Brands 45a5 W 33[514 Hlllsbl)m h Sae FI. TAMPA 54211 Orel erBrrarh LB35Tuolumne St. CA FR E51`10 2411 rral'q e&nr�nc.1i 3g7,pTampaEast 32614- 10137 S.No fe.'alk SANTA FE 90610- blad, FL Tkhi PA 365P GralnFirgran n Blvd„ CA SPHINGS 372 GrpingarBranch 9i9'L�• 32505- Graineur Branch 115a ds•Brud, CA El IJCA WTA 2501 405 N-Palafax St. FL PENSAC01,1 297.2 43369- Gmin3er Branch 8924 W.Penncula 123D4- GralijEe1,Br n h 3900 EaMn Dr. CA 9AKERSrI[LD 1083 St, FI, TAILLAHMSE E 2838 576DCommerCe 34928- Drainger131mch 32255- Gra'lnger Brand? BI',d, c.a ROHNERT PARR 1690 _ 8450 Ph':II s Ilw , FL ;JtCKSONVII.I F Bza5 92645• CWrigcr&ranch 6E851h'httflelc 3:12C3- Gra11grr Rranch 31D E.Bell Rol, Cr; ANAIIr11`4 6312 6ESS I I 1,L 5424601'4 4{117 92CM- GralnRer Branch Grain er Branch 1921 Linda 1.991e Dr_- CA SAA MARMS 0844 2121 Si:2nd St.Rldg PORIPANO =3.9a65- g3p 8 FI. HAD I _ _ 3109 Ora iri:er Bra nch ini S.Rim AVE. CA OXNAH3 7211, Grainger Rrarclr 91705- ., 91324- HX13 Papl L aWi Dr, I CA ; f+^A pM 31FA I, GreigErr Pranch 89301,'Irnl,Mka Ave. Ch NORTHRI DGE 3'4.74 -.. i Page 628 of 909 Grainger Brunch and Distribution Center Locations Localron Address 5T City zip Grein6arBrrich f03HustWDA 30721- i%'8[rhsleLalldrp 7q,05- 5treel Gd DALTON 3:1.70 Grelnernrbrr'� Rd, L', LAFkVF.IYE 79x9 GrOIAEer Branch Greiaf er 0ls,uch 2972 SCl,iac.5oryicc 70663- 306C7-' 0 Crirrlr a r4r Rd. GA ATHENS T 1_{I'1 HH"? L 5U 1 12PHUR 6405 Grainger 5ran-h 3nS06- rhI Ur nra nch SMS DlAribmrs 70123- � _1.516 Gur�40ri Hkv?. Of.. i%LIG LISTA 7.GQf� _ I How LA_ rdFW ORLEANS 3209 C r Inger nraneh 1721 Msrlel.lh nlvd. K111r {r;�ingcr Brunch '!0114-1 MI`! CA ATLANTA 3546 _ 631 S,Cialoe3St. Lk_ NEWOiki-EJSNs 7517 G ra;ager Branch .._ -'-- 3n2o7- Graln3ar tlranch 011Lu-r o300hronka.=,e Rd. GA FOR FST PARK 2516 791.)CoUa eSt. -_ MK SPRINGRELO 327.1 Grainger urhnth Groirser brarrh 1 611 5.M oriole 11x%w g0060 _ Sc GA I'AARIFlTA 2-mN j 16'11 6road.s� r%qA EVERETT 313071- Cra'nFH 6rancn 42172- Gr In3ar branch E655 C.rrnPmik Ur GA. NURCROSS 24.;4 4131 Arshnmi 9t, MA YdATERTM%)K' 7.5.^.5 1312 Cl ghv SSC 31408• G ralnt;er Lire nch 02052 C;re'n er BrB�trl W G5 — GAknF.N Cf1V 2547 420.Unl',crsily Ave. 61A NORWOOD 2638 ^ 9E19- Grainger 6rench Gral.IEEr Branch 21133 Pah Strrrt HI HONOLULU 440501;0.1- 524rk1- 3iC�-bctKd, MA VX)FlURN 11:133 ❑rain er ural},1% 715 3310 Ave.S'.v I,'. {--DAR RAPIDS 392,1 Grainger Ennth 701106 1811 E.Sheridan 50316- 4748 Forbes Blvd, MD 1 ANHANI 11302 Gra lnsarBranch Ave. IA DESmOINE5 1&73 Gro ingernrdmI ANNAPOLIS Zw701- 52r§fl7- �10381lfoTdRd. rr.D JUNCTION 1175 "uralnperBre gh 961 F..53RD St. le.. [MVINPORT 7.633 Crh:ABgrRrpnch 20850 83706- . Grh1-1B[{Rrench 5576 Irving St. ICs BOISE 1216 701 Dover Rood Ain ROWk ILL_ 1352 ID17"V JeIwSon 614905- GrhlnerRm9ch 212.60- Graln erArantL Av . IL pFORIA .3949 2100llulne3St. Mn BALTIMORE 32�g DOWNERS 605156 Grainger Branch 21221- G_re nsrjr 6rzlnch 2701 den Ave. IL GROVE 17134 89213 Cithunn Rod MD MLTIAi OR[ 3101 6003- Gralmer branch Cra'.n er Branch 5001 W.115TH St. IL ALSIP 5152 04103- 12Slr1hrrM}A4C, ME PDRTLAND 1287 1101108 Eram erBrarch 11'11 trR�anch 2B555hshrenpAoe 'I, CHICAGO 5301 g FA.RrdINGC4N SF,335• 66514- 21001)Hu 6ertgRd, I MI III LLS 2617 GraInF2r eran:li 2221 N.Elston Ave, IL CHICAGO 2905 Grainger Bre nch 1597 E.'ohlttomb MADISON 46FI071• i 1063& }',X C- NIF 14 FIGHTS 1.15 % Gre111� rFimlich &13US.ewit'nAve. IL CHICAEO 536ti1 Grainger6rh.�th 49048- w 511021- 24Y6AzoDr. PAI xAIAr-AA200 9540 Era`.nperBrench SR[S2?{�rrls4nAva IL ROCHf�d 8.t?7 Gr8ingrrn';�nch220111". ' {,0007- I&apatte 48226- GrplrIrp Branch 351155umr=!.P,.. II. WAUKEGAN 3217 _ blvd, Nil D0101T 3C✓.16 - 6Di31- Ore iu$OrRranch . 48511- Grainger uran-I: 3240 rsrannh6m lid, I L FRANKLIN PARK 1532 551.7 Einer rk4 nr._ h41 I-P.NSING 4194 475E,A1e0119uln ARLINf7r1rJ GG OS- 13rain6crbranch 2bM0Groesheck —SBLSS GrsingarBranch Rd. 11 HEI4iHT5 4521) Ilv. MI WARREN 4141 MURTON 5005:1- G=ainger Brunch _ r Cra'n er Bre 4th 9045 River Dr, IL G ROVE 26,51 3EFJ3 Raper A 49,40- 464Ua- ruirce3F 2,11 GRANDRA,PIOS 3437 1 &raln6er Branch 1701 Cline.Ayr... Ird (iARY 2225 Grainger_^rhnrh 48I - 4G7k2• Z15boardwalkSt rol ANNARBO'l 5765 Grain er,ur;rn::l: 1B1$W.16THSt. IN I.ynlptdAFOIIS 2431 Grp lr,3ernrimcl: 4$274 9210(:arl)Dmtlm 16256- 697.1 K1 Iddlebell.Rd. MI KOMULUS _20-01 6rainger Branch Dr, I W INDIAWL1301-I5— 1017 - --n6c.�Bramh JI 4$525 f. 48503- GW,isorBranch 175DQmrnerteDr- IN 5OU'iHb@H0 1565 2711 L#, um Rd. W FLIWT 4954 hs 837 N.Congrt ~ ..� 47719- Grainger Branch 46601 1I1 afa1n6er6rhhtl} Avo, IN EVAN.WLLF 2452 22.1)W.}ludey0r, MI SA(;IrdAW :x'164 0213- Grainger 11mch 345 plata Blvd E Ste 55107- Graingar branch 1920 5.).ewaQ L KS WiI:H rrf, ivm _ 120 FAN ST.PAU L 12H 66715' Gmlhgar Branch S54zc1- Gl sln er BrBmCll 1Qm W.99Tl1 St- ICS I.Ft1 EXA 3109 40299- 201 E.7BT14St. .AM BLp{}WNGO14 i7A9 er Branch Gra Inger Ere nch 1901 FlanksideUr, KY LOUISVILLE 1919 Gra inn �631n3- ! 1351 GoorEmmyn 40511- 2227(lark Axa, rs10 ST.ML)IS 2639 Il G10i1EL-branch Rd. _ KY LEXi uTQN 2503 Grel nge,•6r�reh rv1ARYL4ND 63043- ' 70337 2535 Metro 91vd. talo .HEI6H'I'S 2499 G,aln hr 6'„hch 9SU6 Ashland Rd LA GON?ALES 8097 Gr;lingar Branch gqg N.Cedarl�raak ti51�72- 12.15°Airline Grainper urarch Hlgiwa L., 0,{TON ROLJGF 70817 Ahe. M0 SP LINGFICLO - 2577 Grainger Evencl7 7:Z92- 61127- CreirsohsR rBr4ncn aTha,,7d. 1A WEM'MOtmDE 9454 2N0F.107kSt. MD !): N11ASCITY 2543 I =12riHo"Vw'cad 71109- ❑lalrlgernrentl+ 39212- 5+ Gra"aler Gfonch I r:':re, V, 4H RFAIF,PORT 7716 3552 1-55 S. .415 JACk{ArJ 4963 2 Page 629 of 909 Grainger Bron ch and M.5trrbut on Cerner Locations Cre ny of 6r�nrh 9974J• d5a;"d- 221McayeLane UT _PILI.INGS 3d 1L1 (3rainger3ramh 13701)W ?.-mt Drivu OH HAViILTOk 22(x. creiuBcr_RrJnth 77406- �457A2- Gial ernrm:sl hiIlford Re. oil QNCINNIXI1 370 2506 Grean eke Dr. NC GRFF.N8BOR0 SZ41 Cradrirr 2mnch 28203- GreingorBmnch 934 W.8LI15L. 0H CI ONKATI 111:1 MIS.MILS., NC CHr�HLUI'1= 4185 35da InLerdwlgr. f;��q¢. bmingorBranch 2880,1_ Crain ErBrFocl} Rel. UH CGLUPARLl5 S•134 L34 Rluers_Idn Dr. NC AsHEVILLE 5222 M Huntley 43229- 6rairgerBranch Gridngcrbranch ld. SUILeA OH 'JdOHrHINGTON i,r30 iBC U3- e.ILK)KLYN 44ia1- SD;{evil�,ke NC 'h'I LM INFTC}N 26" G;ain er g,end: IMM V;�'luy Belk Rd, OH I ICIGI+TS 1132 Grelnfier Lkancl7 2. m- - 13-rdccd,noro 45x1r1- 291,GiIlcdRiL'St NC .-AYETTE VI LLE -1,23 Gmin3ar 3rarrvh ROad OH UAYTUN 4147 rarainger aralr..li '27616- 4540+,1 _ 402-D Slgnekt Dr. NC R?.LEIGH' 2574 fire Inger Llrarcn 14;;F.9na Sk, i}H fR�,N lfLl y 1838 Grainger Df udi SRitl2- 4d A Will Ro3ars DKLA1-10rdA 73!17 38751�1'H Me.N. N O PARGC 2906 Gre"oBpf Rrpuch I wv� 01: C I Y w 7'I'GralnFErmnth 3z21FIW' 2Z WJ 0:CK"N50N SRFA:L Cr2l'1F,ErBrErch 107a7E-Finctt. OK TULSA 1US ENFROY 972 - r Grain erDr,ncl, S1RLE1' SL!n5a0 NO v2l_LISTON 58g02 Gre1n erBf4rlcl) 633SFJ.Has!n-we. OR FC,�'fLk�'JL� 3915 M227- 14123- bminger Brarr_�h 4345 JM. NE Orvlf-.HA 12:6 Grainger uranch 45'1 N.3711$f. PA PH'LAI)ELPIIIb 3gp 330 1-Indl.,Ori�-1 Park a81{I9- 1:401 DrUmrripud 35154- r3re intgefEiraoch M, NH MANCIIESTER 5310 Gral erawv,li Rd. PA FHIIAfsELPHA 3805 21Z lydustrlaI way 07724- =5201- GraingcrBranch W. F11 EA1'0h1VVr,' e206 Grainger13ranch 3ISO LIr-ft Ari. PA Prri-SOURGH 14�{, MOM- 201 RIDE Park west 5raingel drench 819 F sate Ur. NJ I"M LAUREL 120E Dr. AIRPORT 15275- -- — SOUTH V 07080- C.W.Ier Brc rich L4:ATL}R PA PITI'SBURCH 1130 GmingarBranch 2=Hadle Rd. HJ PLAIN Fit LD 1102 18013- ma-596 Rbrdl St G'3I11ar Brunch 2011 Avuhuc C ISA an ILCfICM 211! , 3re Ingef Brancr} Suiko i NJ ELIZABETH 7201 1922- 07412- Grain er P.rnncl, 1530 belrrar or, PA FOLCROFI' ziaz Grainger Branch 306Allwaad Rd. N.J. CLIFTON 17a1 2560 BI',d,CNThe 144a3- g7da__ Gmli-LgerEirarr_h Cenef$ _ PA NUMISTIMPX. 9228 GralnCer.srands 1201 San JuanBlvd. NRA Fi-.Rrf.INGC'r� 2723 17111- 57109- Gif ar Rrtirch 432 Lewis Rd" Pk HARRISBUkG 253b Gmingarbranch 39mD&LkneRd.NE _ rars4 ALdUQUElQCE 4LS1 i55r}i- 0102- Crral aFEr BrEnch 415 V+.11TH St 0. PA EM E _ 1545 � Gro IngerBrsnch 2aNWNternAve, Nv LASVEGAS _ 4815 U898- 9-4 9—1 888-9431- G,re1n -r-Brunch 18Jeifersr5nMy& RI 41'Ak1+dICK 105[ f raj llger Braech 9UD Packer 17e- _Fly 5fAMS 5411 MST 291F9- ISD57- GraingerBranclL 5rAChris Dr, SC COLUM0A 4659 5ralnpr a nin_ch _G9 115 E.Mal'Inq Rd. NY EAST SYRACUSE x437 7407 P pperd.M NORTH 29118- i 2440 Jericho NE10.I1V7F 11040- GrMI eff Firi'Mil AVE, SC CHARI.FSICV 8434 Gmingerbranch Tura pI ke NY PARK 4741 1 24FA7- 1220:1- Grainger arare.i 790 Conpmc Rd. SC GREENVILLE 3598 Grel er Br_aocfil 35 Corporate Circle NY ;1Lga`,NY 5194 b7109- 1�.6+5- Goi gRoe Rranch SOD E.57TH St,N. SID SIOUX Fh.LLS 4531 Crain er Grench1999 Mt.Reed Md. NY RUCI ESTER 3746 372:0" 14[23" Grain ar Breoch- 907 GruksldE W% TN CI IAT-TAI`4 CGA 1053 Graln erRriirlch 430%ki.MeLro Park NY I10rHFMR 2619 -- 372D3- 13950- G-ainger Branch 1021 CI7e MI.P.Auo. Try' I NASHVILLE 8445 Graln,erBranch 2Rer]vcstvJRd. NY VESTAL 447 7707- . 1i 747- Grair er aruhcll 1938 Elm lree Dr. TN NAS HVILLE 3718 GraingarBranch PPark Dr. N'y PAEL'1IL_b 3035 37419- 1171E1 Grain=er Bran_h 6500 Rouni Dr. TH X%IG%VALE 1 7M9 Gru;r er Go Eich 199 Orville Dr, NY 1101:1M IA 2515 1901 Nancannon 38132- 1,22.5- I GfkAgeeRrarch blvd, TN >A>_MPH,S zia6 G reingEr 61211111 50 rvlEKessr,n Pk%vy, NN BUFFALO 511H 1 7R229- 11378, L--rainigErW2nch 497A NW Lcc p 410 TY. SAN ANTON10 5312 Gruirlgcr Branck 58-45 Grand Ave. NY NIMPETH 323a 78211i- gg232- GraingerBranch 50111GLLIInanRd. _ T-L SAN _ 4639 Grain ar arar h R15 and Avo, NY BRaai{LYN: 77177• 505 SaAv MIR riNer 10523- Crainor R.'anch 3MO Greenhdar Dr- Tx 5TAFFOkU 393 brirgerbrarich Rd. NY ELMSFOk6 iaa4 77335- 44706- Grainger arandl 1251 Hari Court Tx DEER PARK 6558 C:reiogt!rRr,;Ich 11215TH St.SW DI{ 7ANTON 1203 �G741h+vrth 77090- 41305- brainFerbran- rieway TX H'OU57DN 5705 G,raln6Er arancls 420 Kannady Hd, OH AKRDN 4474 322'Aleyt x. ' 54515- MPH Scltes 120& Graingerdranch 3GUvkUorrand. OH YOUINLSI'OWN 2025 GrainFErbranch 1A0 TX KENELDY M19 + 43x51- 78408- . Craili�cr Rranch 1300If7lyd St. G F=RRYSBUHG 43+19 ,{riingcr Kranch 43D Sun Bell.Dr. TK CONPUS CF..IZ1571 2.41i i Page 630 of 909 Grainger Branch and dist ibutiun Center Locations AliO2- 98ZD1- I�irahifpw 125 Sgiv•f'l St _ iK 6EltUrdUYT 2216 7nhS+J_3?+lah7ut5L. I+VA, F.k+EkE'I I' 3646 W.6 F-Bell'!11}Ikc 7674'1- EM'E,7roa6MaV SPOKANE 99Z12-blvd., 5ulte5UJ TX AU%LIN Y:O= A.m. 1'!!k VALLEY 031e .-.,. WO kesea rc)ah-d. Y8f58- gg?gl- GraInger Hranc h SLe 101 _ , T71 AUS'HN &125 Gra li,sur Rmrch 3SM W.Marle St_ kVA PASCO 369? -3232 11sfrii'Urg - 77603- R21 WZ3020 53186- Grah;BerOr q�rl Blvd, TX 11CRATON 7430 Cra'n efBrsneh WBLerinr,nRd. Vdl V:;tJKC511,1 IM - VMD- -- W.02- Eiralnper BraA[II SZDC Ph}ernonl Or. TX HOUSTON 5566 fi ral'iycr Rra'ic•i 202 N.Jacks0:i 9L IM _ M1141', AF..E 59U3 77070- 53225- 4,Tai�$KBrarlub 4545 Darien St. TX IiOLET.DU 5311 Cirale,erBranch 561PN117THSt. TVI MILWALWEE 2245 — 77054 —...... — >9714- G raingar Bnn.h 1222 5 Loop W TX HODS it W 41312 Grylrlj�er Ranch b'1 Atlas Aye, wl MADISON 31137 6050 SouLhx'esl 37053- 5aSM- Graln ei Lr rdj _ Froosv�sTx 110LI;fON 7514 r urainger Branch 751rt+bfMA-,c,_ 1V1 GREEN BAY fSRg iSupplV 1 HOuatan r491 4- Area safet f Gra 1'�Lf 6r{,v:1) 600 N,ynn6ale Lk, WI APPUTO N 3021 Qum773pgp£ncer - -- v. 25397- Grxiugur Rranch Hwy,Ste.170 TX WADP.hIA '!'!5,?S Grp'inger Branch 3040 3r11?.•re.ve. l"N CHAIiLESTGN 1731 '431113- A2[�J1• Ci rainier Branch 5107 Ceror.Dr, 7K AmA RILLO 7025Grai�e'6re 001 1110%mli(ins Cl-le Y1Y {-AgpF.n 1335 U51 F.Divial0n 8t. 760,1- ' +alrll�,r P�ansh Ste A Tx �Rl.11frprl X619 ]305 N.I nte�a-mte 7Sl]Dv"- Grainger arareh 25= _ 1-9 CARRr3LLToM 06221 7527- Grau•er Draact5 4242 L'Iatlnurn iiia TX DALLAS 523 8321101111 k'1 i Crain erBrench car a -r F%% TX DALL-.S 75247 I 76104- I Grein er6r8ncl) 30111,VIcke •Lilvc r]C fT.'dlORTH 1201 SDOO N0rldieast 761OG- Grainger Bran-h Pkw , _ _ TX F I-.Womt 18=? 2701 W.IGrgk%v 75041- I Grain er RrpnCll Rd. TX GARLAND 2461 756 • Gra1l:,=,er lirench 151371+1.Cotler}.%_ TX LOK%(S'YI t)+1 5U2 I 7M4- crain• GfanUM 507 F.-40TH8t, TX LUBBOCK 2R1G 4110 S.County Rd, 74)06- 6ralnfruBfanch 1276 TX MIDLAND M42 75074- I Grainger PriiKII 7.101 E.Plano Pkw , TY% PLANO 7416 ]6732- 3ralnl;erBranch 6901Irn:SerialDr. T71 1+M0 581] ..—.- ._ 77054- Gmir,3or Rranch 17010 Ka FV1y, T5t I lmlq. 1410 m w 74485- GraingerBrnnch 14DDIOruilan6Dr. 1X EL PASO .5 7790$- Grui'lgcr Rranch 2928 Y,Fraxlerba TX CONROE =154 7MU2- Gra1n er ermw:h 3?1 E,Pecan Blvd, TY% MCALL51`9 57,10 78041- Grainger branch 510 Ce'a St. TX DINE L)D 513135 1406'11.Villa Dial?a 778131- Crolr,aprRrxOch Rd TX BRYAN 4Zi3 — - .. - 84401- Graln erBrnnch 295a3puffl190DW. UT 03DEN 3229 R4119- G rai n6er branch 2775 S,400 W. _UT SALT LAKE CITY 2+1.'7 1131lnternaLlinnnl 213156- ' Graln er Tran,h Dr, VA DULLIS 8442 2204Z- Grainger Branch 2947 Gallrjwf Rd. VA FALLS CHURCH 1024 401 Smalls Paint 23 SD2- GraingerBranch Rd. VA NORFOI-K 205Y 24241 magnol'.a 28223- Grsln+,t46rdo2h _ Court YA RICIIMO%lD 2322 SOUTH OBV2- tiraAgErbfanch 213 Gr of Dr, Irl dURLT'6-ruN 51A5 96L34- Grainger Branch 4430 3RD,5ae.S. WA 5FATfLE 2308 D642d- 1 Grain rr Drai_,rq 7.907 Pacift Hwy.E. 'A'A Nri, _ JD21 4 Page 631 of 909 3016 3>ti'HgARN NO H01l.VVM0dN1 UEUN-3'699LiaQV io a pNVH9110 9AN3 YJWOo dod 17b'06$ 900M 008 1300Zf0E�12 0 -cM4 7L8 Afl{7 INnowv 4�qV f1 N 3OIOANI '1'd❑ d3BAIIN J NA030'd x I vsn 0000 4AF09 -11:1ov J ]-LNootigN 'O t37815❑N Z OO£f'AL4 4pOpi3#OO�]�I 'ENUV-1bd I WOLBfI❑ SAVJ6 �E9A2£$�EJ 1d7❑ J34'J01Sf1� S,NbdJ�l U3JNIVIJS '()J.11"38 'pl TIM O O O 4— WOO anc 1Nf70JWb'1 rll-lsV),y J'J.N391N�6J91'dly:}N'=vI041N1 BXB2 OHM 9LeH_1 LY_YJ1 va co slaaiuo�g.lodxe N Sn 1111 a n ildwoo JQJ AR Ilolsuodaai IR seWnsae JasrNWO 'pa}l06xa J1-sems tea!i n a4i.!uo Jdwnsuoo ollsmop JoJ ppa a o aLUEgJ.Elsey j � I � 09 L xyi I $R L 3E)ZVH0 9,W dd1H HOQF4%S 1±4o:U3ddIHS 3—Yo 90'9L l%v—Loi 9n5 3MAN I ;111011 jl 50Y'd d0 Z 39w(1N i 81L X f3(jdA4 0 Hewn Lpvd nNVOJ Q'saL 4'�1 J 4:11!d algeljRA2Au91lS xo9iMl ;43Nil 1V101 30Iad11NJ1 ]f9V8 A-LUN'd O N0IldPJ0!33C {1IN311 Od LKairug-a9 7lvDiNnmov NO R0l0ANI'3IHi1nC 8)Y�rNOUSM0 rJGJ mas6F-Be 2AgiaL1jrkN IHd U44�6s7409 X13❑l+�J�J3Z}{04J41}I�i� 00A 3ffilYlJdL 1372113 0NZ7 OOP-'jV1, NEINJo1Sfl❑ S,NVJ2i1 �J3NJQIS`no S,Nb'3J1 Ol 719 REA}d0 90d 'S JJ 31.00 N1 k)Y9992LL19 :H313PJnN XH3hll30 083MID69 :3NQHd 2JJN'C1.l6f IJ N'dd H I J71]NJ(JN MO Id 1531 :839L14nN_33polid 400fl 4E7409 1f 3OJ31}1C]c3�I�J?IdO 440 ;J7sJL+1f1N.I,N3!'Jl Il+e13U J-3Ed-LS❑NZ� 00WQ4 9b5 L :a3aWrN 32V313i1 Od �:Idvgaisno S,Nb`3211 lS�l Bab on-od did FLNn,V Od ___-, �J3VJO1Sf1} S,Ne'd2il fri{O5 af14 1Nnoviv O1 dIHS 6GDEJffi Mo 3.Lvi3 an❑ 'IVIN 10N 0(3 6GdMU0 3L#m 3JIOJ1N1 i 4 �� i £C�044gQ06 �1�18Wf1N a`J1oAN1 � J+ 1 #L4#-#E£O9 -11S3�IN 139Wf1N�Nf10 v i3JNlb 10 i f 133�I1S UNMYQ:i ',m 5969 e5 cstrcs 'VS11NgWnn0(1 SIH, ��f F~AGF 2 GRAINGER STANDARD TERMS AND CONDITIONS A. Sk-ES POLECY d, hewn utne.+i irar'a WArMilly 1. wl'^IPRAE'nnilo For infornedon on s speclflc rnsinufa00.1'er S u'.eirre-ity,o'esae eolltEJ7.the IME11 O.'Ringer W.W.Granger, Inc.('G falnyer)se,Is pro:luctS for buslneas Lisa tia cygtomers wittl proper branch or .all Custemor Gare et I-8 s91-s4e, lalneas Ide-11hoativ:i,which is req aired from all Gusto nem prior io purchaaa. Purge. 5, firs llstcc'aYo'uhcleeale,do not Inr'ude ffeign'.,handling fags.,texas.,rjnd,nrCut'es,and Jur'adictlona have wary N iasis.codes and regulations governlnl conetfvdion,Inaiallatlon, are suL•jec-to=feMu n ur ohange v ithoct no,11P. Markel.Sansibvo commDdlt�l products%ylll ancUor uaa of prcc LldE for a psirt[wlar Du rpOso. Certain produco niyy not to availaLle for be uricad eccordlllg to C1.1"St malimt curlcitions. C.ustamer should oaniaot trio local sal¢Ill all arts&, GraingerdDas not guarele ne cpI11}Ifanoo or B.itaL.IIty M the prod.ds it Grainger branch or cheD�online at wt%vf.nry Hilo=hem-or n�rrent p•loing. I,xport o herr,may aells with any law'Li 44 08 or rcVuletions,nor days�rAInaPr o.Ccep'.reapona:blllry for be subject to other Spaulrll pricing. Grainger reseryps{Ile ri lit to axe,*t or rajact any ore-er, uorlstivc tin,insts:11adon endfol'use of a orodUct. ,t is custanle•'s w-punslb.14 to ravlexv tr.a a. Fig IAA TAX F' applicaLDnand 911 applicAsWelsv.-a,cedesaild 6Nuletbria'.13re2ch rele%'ant C usVn1815 a o'aepana ble fc r pad meet pF all p'ieablo sie'.B and local taxes,or For lurisdlcton io be ski re iha;itic oonstruviDn,in 9'.alledo n,aryll4r u sr,involving ti19 prodll ols fire proAding a ra'Id sales tax oxamption Dartl6ca.e, bWan pl2wing an radar.customs:et.sill Wn,pi9nt. ndicato which products alre tax exempt. 4. D. PRODUCT INFORMATION Grelige•accepts of sh.:logs,money order3,V19a.,Rsimlerr iird,and American Express. !- CA 1812,WAr.artp Infat A+Int Fur cuscomeM wkh e9rsihllsht A 1.v=raingorctsdit,Daymertterms ate ne;illlr;y(3C)days from „I-3lnper reSeraos iha right to correct putAlahIng errors In its catalogs or any of its wobsitaa. the date of sit:prrent or pick-up. All Greg,L extendt)J by Greinge•iD Du stolrlsr a nd the limits Product depVlon,4 In 1he Catalog or vis*altar,are for I'lustrailve purpassa only. PoaRt& 'C,1 of such cnecllt,'9 at G.aIngers solo disoraton,and may oP reclueeC o.'rnookcd by UreingG, &> or uuuDEr to any Ore inger catalog,Il;era;ur Or yrohsites cloys r ai 4omtitutc the right m at ally trnG,for any raesoln, GinI-ger reseraos the righttc charge a convanleme fcD for lata purc�F9e precwi&, payments. Gra:rgur further reae.-o3a thi3 rinht to charge customer a late payIpalli!as at the 2, Prarlurt Rnbatituflan- rata of one and one.nalfe'Cent(1-112%)of the a mount due For earn month c•pc'11an P roduoN(ard cou ntr}'of Drrg In)clay be sut7s'ItuW and m9V nc'.be Idembcal to catalog Dr � (hereof that the 9rrount fug raln3llls U11pa'd,or s.: smount as may oe parrf)I;ed tlndc, u'eLalt�pu D IS hid da&criotone endlcr imsaea. appl'cable 'r.'. AU la5'icipstlon end D9ah dlecc.,Mts are nut;,_v%vad. Export orders Are 9ul*�e_ �. „ „ 'o rpBc:aI expo•t payment terms and ca.'-tdltiona. Ad'psiymenIs must be made in U.S.dalars, EdaW01 Setfoty 38i8 Shasta ti'I.I U ')To(O�tIA defined hazardou9 aubstallo!s Ei-re G rningc,'shell have tie rig I t Df set-orf and doduction.'Dr 9ny sums cit erg b�l oustom*r'.o preps•ed end all plied byy the m9nufad urefa. 2NA4NG ER MAKES NO WA RRAN TIES AND G-AInger. EXPRESSLYDI CLArfd$ALL LIVABILITYTOANY CU$TOMERORUSERWITH RESPECT TO THE ACCURACY OF THIS INFORMATION OR THE SUITABILITYOF THE if 3usicnisrfaila to m9lca payllentkylPIn th AV.30)d9ya Df shlpinalli or plck-d o,or fails to RECOMMr:;RDATPDNS IN ANY MGRS, CUSTOruIER IS SOLELY RESPONSIBLE FOR complywith Gralrigues crodlt terms,Dr falls to supe' adequate assurance of full ANY RELIANCE ON ON USE OF ANY INFORMATIQH,AND FOR USE OR APPLICATION per`arm9nce to Grainger vAthi n a reasons.18:Imo aiLar rEquested DL]G singer fs.uch circa as OF ANY PRODUCT, speCitied in Ora: gra request).Granger mny aoba•shipmellis ullill auph pw,pr ent or 4. comate nee Is ma a,requlrn cage in advanDe for&ny'Wher Shipl7e�,cemsnd in-lnsd!silE- FA.3 and e;ie'. Prarosidol 95 products aro avaLah'a:(1)et 1he IoC.al Grainger branch;(II; p�ayrnvit Of ell emounim Then O need,Clect to pureue AD!lectia^ aoilo^(inoludiny without I y ccntaoW g Grain vr,Dept.B1.L5?.Attn: rnAronmontal Health and SdRlty Dept., 1 Do II C1iLa1IpI1,atkorneys'fees and qny and all Mrer assudEfled costa of collemlon,,emd+or may,a'. Grainger perhysy,Lake Forest,IL 63045-5201 U.S.;(111)b'y'calling Greingar's ruI$D$ its option,ca^x aJ.Cr riny per.of sn unahioped orde•, Revast Lire ei'-677-see-9560:Cr(lv)by logging on tD lyra° ere mi and clicking an ti'.9'Ne6so u roes'tab at t"ra t*of the page. C ustomer riq,rovs to easume raepniialbl Iii'fer,and Customer hereby uncolla ItlPlklly 6. gusrentaes payment C,,as provided,�zrai 1..911 purchaees made by cus'.omar.Na subaldlalis`s WHIo all products listed cr G 3A Advalltagv!O moat the requlremerts of tto Trade And eftilratea. Each of customer s&ubt id,a rbr,and effilletaa ot.mhaslllg from Grainger xwill be Agree nen%Act("TAA'),as imple nlantad by Feoeral Acquisidon RagLilz ons Part 26,oihar olnily ant'SevDrally'I9bie for purchases vidh ou&tunrior a rid ry 9iDlner la glao acting as agent producta sold sy Gra'-.ger rray not.'nUet the reTulranlenO. At the time of pu•G1a9e,Grainger { fcr such sub@ldla.rles arid effilis'.es. will advisr,customers wltn proper Identification r,9 an autiiorized schedulg customervr:natlsar S. Cmrilt RwlAnEp I or nota 6roduct is"rAA-Domplleni." Ary fsdaral cuStolna:purchasing si non-TA?,'Hrm wi!I { CuS'oMBr ag roar,the'.any orad t bale- (g;Issued by Crainger vr:I be!�ppl f-d to o„stomer ,r, be making an"open martot' purcheas that is riot sovereid bV-im conirect. Federal ! accoull;'A'I'hln Af'ne yonrof i?s issuance. Ir CUSTOMER HAS NOT REQUESTED 7HE bustcmars are advlBed ilrat that cpen l Rvvt,aurchnses are N ' GW$ SUIG&IS purCh8a99. CREDIT BALA= 17HIN ONE91)YEAR,ANY REMAPNING GRE DIT BALANCE WILL Lay purchasing-ny product cl1 Me open rrarket.the customer represents that It has autho•'ty RtE CANCELLED,AND GRAZING R$HALL HAVE NO FURTHER LIABILITY, tD.meke such purchase and has to'npliad with all spp:lcsible prOCu�z'nent rag.-stions, g. ,gf�RA Ordain. i li I9 tie cuRLCtrlers msponaib!ily to adAse Grainger'Jlhetlx-r this order-9 fLnded In any part s FREIGHT POLICY by funds'ralp or I-,01d to the An�riran RS=nvee-men'and ;�eoovuryy Asci CAR RA')(P I.. - rooccta are ahlppeG F,0,9,s.-Apping DDin'.,with frslght riDSis,And hEirldling fear,peld by No,111-61f(i.a.,St mCus Funds;, Upon request Grainger will proAda oountry o'origirn Glai.nger aid dig c-ad to custirmer, Ordws over U.S.$';=Do b9fors tax anis frai�]ht(including fmorrlallcn So thatevscamer may de-ennlns coir.pllanon wits,e.7y eppllceble requlrem4,n'.e a-)y OoKofders)are e�Ipped frelq.11 f,es, G.G.D.&hlpmants are not parall-bed.Other tends urider ARRA',$ev Inn 141)5 or any other applicable regi-,siMna, and candItIo-%:may apuly for addrianal frebrit ssrvlr�"{"Additional Froigh'.Sarwioe9'�. including vidhcut Ilrrltallo,,expedited snme day cellwary.airfreelghl,Frelght cullcct export E, GENERAL TERMS ordem,!-,azardous materi9ls,z�:siolnees carrlt:r,shipmonts o.aide the cDfltlguckis U.S„or 1, 1 II11MATInN_CF LIA9ILITY_ other 9pa5;'handling by ti le cerc sir. Any a Ara charges Incurred tar A cJditlonal Fralghi GRAINGER EXPRESSLY DISCLAIMS ANY LFABIL17Y FOR CONSEQUE NTFAL, SeruicBs must be paid by Customer. Fu131 surchergea rrc,�'be applled, Title Dnd hak c=;om INCRIDENTAL,SPECL4L,EXEMPLARY,OR PUNITIVE DAMAGES- GRAINGER'S pa&s to custame.•uron tahosirof shipment to chc carrier. If tiie P'Wua Is damaged In transit LIABILITY IN ALL GIRCUMSTANGEBIB LIMITED TO,AND SHALL NOT EXCEED,THE cus�clrer'&Cfl.'recourso is to file a clain1%Ah the co.,fier, PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANYLIA.EILITY. 2, Fnvr_d r.1 C. WARRANTY POLICY Grainger ally II not De Ilablu for 9ny dvlei in,or Impalmle6m of,perfo•mer€e resulting In whole 1- LIMITED WARRAN TV, or in part from any force Inaje.l,e e'at:mt,':(eluding bui not Illnit9,l to acts of Gad,laioar ALL PRODUCT$$OLP ARE ARE 1hARRANTED BY GRAINGER ONLY TO G{P8TOMERS 0Ivuptions,acts o war,ecte Df tarrotisni(whethi f acius:cr£srescaned).goverrlme Ite1 FOR: (i)RESALE'OR 111)USE;IN BUSINESS,GOVERNMENT OR ORIGINAL daC•ee9 or GoWo!&,Insurr .ions,sly-Jam k--a,qunrandries sllor4mgsa,DDinmunlcatlon o' ECQUIPMENTMa6FACTURE. ORAII eFR YpARRANT&PROD UCTS AnAINS7 power failures,rlre,ao-10ent.V13lusion.:rlabilriy'.o procLile orshlpprcductorobtain perrr.4s DEFECTSINMATE RIALSANDWORKMANSHIPUNDER NORMAL USEFOR APERIpp and lxunacs,inability toprocure 3t.ppllesof!Asti'metorial9,eevereweathefourldWons, OF ONE(9)YEAR IAPTEK THE DATE OF PURCHASE FROM GRAINGER, UNLESS csitr:slrophi,eYBmts.or any othe•cimurr-9tsince or cau&o*wond the reasons ble conteol of OTHERYWISE STATED. PROVIDED THAT GRAINGER AGO EPTS THE PRODUCT FOR Grainger In ille"110uetof Ifs business. RETU RN IDU RING THE LIMITED WARRANTY PERIOD,GRAINGER MAY,AT PT$ 3. } ogaingar'a PPrfnrinanrM1 AC CAMtino OPTION: (1)REPAIR;1111 REPLACE;OR(1fl)REFUND TMIii AMOUNT PAFD BY Customervd!hold harmless and Indenllllry G'alilger,its cfbcer9,dlraclom,eRlployeus, CUSTOMER,C USTO MUST RETURN THE PRODUCT TO TH E,APPROPRIATE agerlta,suhc4nteacturs or repreasnletlwae from a^d agal^st any and 911 Dlelma,II1cILid15g GRAINGER BRANCH OR AUTHORIZED SEFR1ACE LOCATION,AS DESIGWA7EDBY Dodily Injury,de$111,ordamagn tta rDrsonal prcpariy,and all n1ller lasses,liebilile=_, GRA,INGEN, SMI PPINGCOS TSPRERAID. GRAI NGER'S REPAIR. REPLACEMENT,OR ohllgaiicns.dernarids,ect'ollsa')�expenSes.wnda ardirect crIndirect.KPKTvnorunknaun, REFU ND OF AMOU NTS PAIL]BY CUSTOME R FOR TH E 15RODUCT,SHALL BE a bao!uke D.'oCntingont.:n--jrred by C ralllge•related to the performarce rs'wB ices fol. CUSTOMER'S SOLE AND EXCLUSIVE(REMEDY, cuatorner tlnduding%wItlout Iirll;sJon.sedlenent costa,Adoin7 s'fCCs,and 9ny and sill c;ISer expo^sos for defending any actions or N'reatenad actions)a:9118 ait of,Ili wrnole ur in par', R. 16IkRR hUT_Y DISC dIrnFa a^y act or0Iristlun a zus(Dmer.As ampl ees,agent,,subrnntracmra or I epresenlatiwos. in. NO WARRANTY OR AFFIRMATION OP FACT,EXPRESS OR IMPLIEI)r OTHER THAN d. Caneellaflan. AS SET FORTH IN THE LIMITED WARRMATY STATEME NT ABOVE,IS MAD(!OR All product orde-rancellatloms must ba approved by Gra ingar,and mny ba sub.iact to AUTFJORIZED PY GRAIN GER.G RAINGER D ISOLA IMS ANY LIABI LITY FOR C LAIM$ reM:king faas and of,er chFrgsa, ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCTSFI.ROTION,IMPROPER l;- 11311.1111.11 Rdltiirn. INSTALLATION,PRODUCT MODIFEIIATIOH,MIS RE PAIR OR M SAPPIICATION. Produd ratiufr.%must be medo within one(1)yesr'rcrtl dale z)F purchase,unlearn atlie,yflse GRAINGER EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS; p) ind:cetad. C c sioinar should call the local Grainger*ranch.'3'90 LD tsy)w gm"q rJ�,for ARE MERCHANTABLE; (i i) FIT FOR A PARTICULAK PURPOSE;OR 1111)DO NOT AND ;n&tructI3n1,, Returned product n_,_st;)e;r or'rgIno1 packaging,unused,undamaged,end in WILL NOT INFRINGE UPON OTHER'S INTELLECTUAL PROPERTY RIGHTS, saleable condl;lon. Proof of purchase Is required In all C95ras. h. GRAINGRRMAKES NOWARRANTIES'TO THD5EDER NEDASGONBUMERSIN F. EXPORTSALE'-S THE MAC NU$ON410SS WARRANTY-FEDEIRAL TRAIII;COMM 15SION IMPROVEMENT Orders for oxpor selee are awhjec;10 tie term&Conditions found at xnwr Ar:Ingne inn,and +SOT• csin bs arcessed by d;cking cn the"Terma of dale' IIn k. * 4111aerandrProdunt, at,rrn. i B return ing any voduct.Qis'.Omer shell: Ci}write or call ilia Intal Uralng-�r branch From I the prX}uct vias pu rdia Sed;(Ilk In the Casa o'an in'emei order,DDlltsict s.rw!fJminrdarerre nno p.-oridethe date,theorlpinal Inwj'ac number,tea stack number,and a desc•,ptlon of the de%ct;or(111,call Cuatamer wwelr�ai 1.ao 3,561-6649,and provda the dnts.the origins:Imam -n'dmt)er,the stock r.umber,and s :Isaprlptlon tnf the dcfcct. Proof of purchaSC i9 roquired in all caeea. MIF%OTATEI TEEN REFER OR R S TEFRM9 AND i;QEW)ITIONS 13 AVAILABLE OI�I.Wyww_GRAINr__E!R_r r ANIS ES Page 633 of 909 E3i LO K L) INN 11111 F ui a I 635 of 909 GRAZNGER: { ExbiNt 4 Grainger Value Added Services wYzilue Consulting Services • KeepStock Gustorner managed I nventory(CMI) Solution KeepStock Onsite Inventory Solution (VM1) • KeepStock Secure Mending Solutions • Y Managed MRO Solution • Kee pStock Organize Layout • Cleanup I Content KeepStock Crimper! • Lighting Sf�rvico5 ecommarce eProcurement Solut[ons Punch Out Catalog • Integration to Market Place or ERP • _ Landing Page or Custom Horne Page • Training (Ons ite-Webinar-Mate rlaIs) • order Management S stem + Safety Service5, ■ _ FC 15af�fy S e lallst Upp rx &AIS essrrroht5 • Online Safety Solution Center Fe 6ra�,er Online Safety Solution Center . _y Ask an Expert Safety Record • : -wanaged.Fi bid ea.rPr6grAm. � Online Footwear Program -6- � Shoemobile Solution# • onsite Footwear Ste re# i HiDya# • safety'AssessrhORU,-Tpidng&luaus' Arc Flash Anaiysls AFD Inspection Services Audlarnetric Testing/Re-Testing 0 Behavioral Health Safety Risk Assessment _ .-.__. Bio Safety Solutions • Combustible Dust Surveys ' • Confined Space Identificatlon/Audits • Crane & Hoist Inspectlons Electrical Safety,Assessments r ' Emergency Eye Wash Station Assessments& Inspections • _ Employee Exposure Monitoring I. *ND chorgre solutions with qualifying purchases Services Ust Is accutate as of 033113-.Services are con tin utrllyadded and fee status may change. Page 636 of 909 GRAhVGER. lilt ■ r Environment@I Compliance Audits • FaJI Protection Training�Ras ic) -• _ — Safety Paint Assessment _.._ . Hand Protection & Glove Program • -- Ergonomic Mzitting Assessment • — Slips Trips and FaJI,�Assessment • Hearing Protection & 6 Conservation Training — _ Ergonomlcs Assessments _ .— w Fall Protection Assessments/Audits T 0 Fire and smoke damper Inspection & repairs Fire and smoke door Inspection & repairs _ + w m� Fire Extingul0er Inspectlons &Service Fire Protection Assessment & Testing (sprinkler systerns) i Fire; Sprinkler Line Compllance Mariage ment& repairs + Pirestop and fire barrier Inspectlon & repairs • _ Fleet SalietyAssessments 0 Food Safety CornpIiarice/Certificat ion Assessments (FDA/FSMA, — • HACCP, GFSI} Heat Stress Assessment (Hot & Cold) _ # _ Hearing- Ear Fit Test Hearing Loss Determinations(Work Pelated) -Audiologist reviewed • --- � Hose Washdown Station- Inspection & Repair.Services • Indoor Air Quality Assessments • Industrial Hygiene Assessments Job Hazard Analysis • Lifting & Rigging Site Assessments • Ladder Inspection Services • Locko ut/Tago ut Assessments • T Machine Guarding Audits 10 Management Systnm Assessments, Integration & Certification 4 Preparatlon (I 509001/14001/22001/45001, 0HSAS 19001) -— Mock CARP Audits , — _• Mock MSHA Audits Mock OSHA Audits + MockTJCAudits • Noise Surveys (Sound Survey) Online Respirator Medical Clearance Testing + OSHA Recordl(eeping Assessments • OSHA Violat Ion Cou nseling Photo Juminescent markings inspection& Installation • PPE Assessrnents ! Pu Imoriary Function Testing _ # -- — Rlggln�& Sling Inspections 4 Ty_ Respirator Flt Testing ( +No charge solutions with qualifying purchases 2 Services list is accurate as of 0.33119—Services are continually added and fee status may change. Page 637 of 909 GRAINGER. + i Respirator Fit Testing (Medical Health CkueS#lonnaire) - Physlcia n • _ _ reviewed_ _ Silica Dust Exposure Compliance — Sustainabllity Assessments Survey&Anai+sls of Building Water Systems ' _ Ventilation System Testing • Vislon Screening --- 6 Buslni�ss Continuation Ilan • _ Emergency Evacuation Plans . -- Equipment Specific Procedure Development (Corxfined Space) w Equipment Specific Procedure Development (Electrical Safety) -Equipment 5pec1fic Procedure Deveiopment(Environmental Safety Hazards) _ Equipment Specific Procedure IDevela meet(Fall Protection) • i Equipment 5pecif lc Procedure Development(Lockout/Tagout • i Equipment Specific Procedure Development (Medical& First Aid) i Fqu1prnent Specific Procedure Development(Occupat lonaI Health 6 Hazards) EHS Management System Prograrm Development I (150}001/14001/22001/45001,OH.SA518001) _ Food Safety Program Development&Qualification LINK360-Safety Cornpliance Software (Brady) • eLOTO Procedure Writing Software(Master Lock) a Process.Safety Management 1 I Spi �iWng Engagements • 1 VP P iyla nagement Solutloms Assistance • Written Safety Program Development • - — Aerial Lift Training — ---- • Asbestos Awareness TraInIrrg • _ Art Flash (N FPA 70E)Training 0 Bloodborne Pmhogeuns Training • CFR 49 Hazma#Transportatlan Training • { k— Class 3b and Class 4 Laser Safety Training _ u • Radiatlon Safety officer(RSO)training mm • Compressed Das Cylinder Safety Training + Conflned Space Entry & Rescue Tralning _ Craneu Operator Safety Traln ing _ Crane, Sling & RliggingTraining 0 Driver/Fleet Safety Traln1ng • ElectricaISafetyTraining + Ergonom Ics Awareness Training • ExcEivatlon/Trenching Training • Fall Protectlon Training a Fire Barrier Management Training • Fire Ext IngulshorTraining s ♦ o charge solutions with qualifying purchases 3 Ser'vices list is accurate as of 033.119—Services are continually added and fee status may change. Page 638 of 909 GRAINGER { r First Aldf CPRIAED Training • _ Mock TJC AudRE . Noise Surveys (Sound Survey) w 6 Onllne Respirator Medical Clearance Testing _ OSHA RecordKeeping Assessments _ OSHAVIolation Counseling 4 Photo luminescent markings inspection & installation PPS Assessments . • PuimonaryFunction Testing Rigging & Sling Inspections Respirator rit Tasting_ • Respirator Fit Testing (Medical Health Questionnaire)-Physician reviewed ; Silica Dust Exposure Compliance Sustainability Assessments . ! Survey&Analysis of Bu iIding Water Systems r VentlIatfan System Testing Vision Screening • _ Uslness Continuation Plan • Emergency Evacuation Plans Equipment Specific Procedure Development(Confined Space) • Equipment Spec lflc Procedure Developmerrt (Electrical Safety) Pquipment Spec lflc Procedu re Development(Environmental Safety • Hazards) T Equipment Specific Procedure Development(Fall Protection) • Equipment Specific Procedure Development(Loc kcut/Tageut) Equ Ipment Specific Procedure Development{Medical& First Aid • Equipment Specific Procedure Development(occupational Health • Hazards) s EHS Management System Program Development w (IS09001f14001/22001f45001,OHSASIK01) Food Safety Program Development & Quallficairlon _ • LIN K360-Safety Corn pllance Software (Brady) eLOTO Procedure Writing Software(Master Lock) w Process Safety Managernent r _. Speaking Engagements _ VPP Management Solutions Assistance • _ Written Safety Program Development • Aerial Lift Training • Ashestos Awareness Training Arc Flash (N FPA 70E)Training . Bloodborne Pathogens Tralning r CFR 49 HazmatTransportatlonTraining • Class 3b and Class 4 Laser Safety Training - • Radiation Safety Officer(R50)training i 4 N charge solutlons with qual*ing purchases 4 Services list Is accurate as of 033119--Services are continually added and f`ee status may change. Page 639 of 909 ;RAnYGER.- Ir ! c Compressed Gas Cylinder Safety Tralning • Confined Space Entry & Rescue Tralning Y Crane OperMor Safety Training r Crane, Sling & Rfgging Training_ 11 • Driver/Fleet Safety Training r ElectrlcaISafety Training 0 Ergonomics Awareness Training . — Excavatlon/Trenching TrainIng4 • _ Fall P otectlon Tralning + rcry Fire BarherManage mentTraining a f I 4 Fire Extinguisher Tralning • First Aid/CPP/AEb Tralning • s Food Pragrarn Training(FOA/FSMA, F5SC22000, 6FS1, GM Ps, SQF) _ • { Forklift lift Training • r HACGP/Preventive Controls Training _ • RAZ OPER 40/24/8/Training • Hearing Protection Training Hot Work Training (Welding, 011 & Gas) • LockoutfTagout Tralning • Machlne Guarding Training • Manual Material Handling (fV MH • Medical Gas Maintenance Personnel Certification Training(ASSE 4 6040) OSHA 10/30 Training • OSHA Haaard Communication (HiAZCOMIGHS) Training • — RCRA training-Solid and hazardous waste disposal Y • ^_TY Respirator Tralning 0 w Safety Cu Iture Tralning ScaffoIdIngTraining • Toolbox Talks . Fall Protectlon Assessrnents/Audits I - Fall Rrotectien Inspectlons - Hzirrnesses, etc. ti 0 Fall Protectlon–Install 3M Flexiguard • w� Engineered Fall Protectlon (Use 3M Product) w I Englneered Fall Protection (U-se FaIJTech Product) • Engineered Fall Protectlon (Use Honeywell Prod u ) a Engineered Fall Protectlon (Use MSA Pro( uet) Engineered Fall Protection {Use Any Product Su 0plier) 1 0 Emergency P'reparedness Services Open Branch for emergency req uiremerits • Aggresslon M anagement Training • Behavioral Health Product Installation � • Emergency Management Program Assessment (accredltatlon audit) • _ Hazardous Materials Awareness Level Tralning • { `Wo charge solutions with qualifying purchases � 5 Services list is accurate yrs of 033113–Services are corp tiro ually added and fee status may change. Page 640 of 909 GRAINGER: f Healthcare All-Hazards Evacuatle" Pian Healthcare All-14azards Evacuation Training • Healthcare Business Continuity Planning (Continuity of operations + Plan) Wealtheare Evacuation Exercise • Healthcare Security Assmt(Focused-Full) • Hospltal Command Center(HCC) Workshop • _ Hospital Decontamination Practical Exercise T' Hospital First Receiver Decontam inatiori Training • t Hospital Incident Command Systern (HICS) Essentials Training Hospital Incident Command System {HICS) Workshop + Loss of Com rnunitySupport(90 hlour) Plan • 1 w Active Shooter Practical Exercise - • Active Shooter Training • Business Continuity Planning Workshop • Emergency OperationPlan • Horne land Security ExercuIse Evaluation Program (HS EEP) Exercises • Incident Command System (ICS) Training + ' Incldent & Inspection Management (ICertainty) 4 Pandemic Response/Personal Protective Equipment Training • LVeraTralc sys#ern installation,training and technical support services • EnvlroTrak system installation, traInkns and technical support services • a Electrical Engineering Ser0ces-Arc Flash Ana.lysis + Electrlca I Maintenance &Testing,S are Parts • Color pliancc—Electrical: 1910.269 Electrical.Safety far Power • Genera't'ion,Transmission & bistribut Ion i Cornpiiarrce—EIearlcal; 2015 hl FPA 70Ef Arc Flash Electrical Safety • Compliance—Electrical: 2018 N FPA 70Ff Arc Flash Ele�trlca I Safety • Compliance--Electrical; 2017 National Electrical Code • Compliance- Electrica 1. Electrical Safety;Practical Skills for Switchgear r Compliance,Electrical: ElectrlcaI Systems in Hazardous locations + Compliance—Electrlcd: Grounding &Bonding of Electrical Systems + Compliance—Electrical: Grou nding& Bonding for Vacuum Trucks • Compllance—ElectrIcal. NFPA 101; Life Safety Code" 2012 Edition _ • Compliance--Electrical: NFPA 99: Standard for Health Care Facilities • 2012 Edition Compliance—Electrical: Nat iona I Electric Safety Code • Com pIla nce--Electrical: N FPA 99: Sty ridard for HeaIth Care Facilities • 2012 Edition -Com plunge—Electrical: NPPA 101; Life Safety Code"I 2012 Edition • Compliance— Electrical: NFPA 110; Emergency and Standby Power • System s Compliance—Electrical:NFPA 7011: Electrical Equipment Maintenance EEO Compliance—Electrical; NFPA 72: National Pire Alarm Signa ling ( +No Char a solutions with uali n gI q fy g purchases 6 Services list Is accurate as of 033119—Services are contfnval<f}1 added i7ndfee Status may . Page 641 of 909 GRAINGER (+ w . _ Code 2019 Edition Com pilance—Electrical; NFPA 79; Electrical Standard far Industrla1 MacWnery 2018 Edition _ Com pllance—Electrical: NICET Levels I & I1 s Compliance—Mechanical:Confined Space Entry 0 �- Compfiance—Mechanical: DOT Hazardous Materials _Co_mpllance —Mechanical- Hazardous Waste Operatlons (HAZWOPER) • T _ Compliance—(Mechanical: Hoisting an Rigging • CornpI kante—Mechanka1: Uniform PlumbingCode Electrical-Advanced Transformers Maintenance&Testing —~- EIectrlcaI- Battery Maintenanoe &Testing w �� • Electrical-cable Fau It Locatlan &Tracing Electrical-Cable Splicing &Term ination Medium Voltage • Electrical-Cable Testing& Diagnostics Electrical-Circult Breaker Maintenance Low& Medium Voltage • Clectrical- Electric Motors; Understanding&Troubleshooting • Electrical-Electrical Maintenance&Testing Training � Electrical - Electrical Print Peading Electrical - Flber_Op_tIc Tralning + EIectrlcaI- Industrial Electricity basics 0 Electrical- Industrial Electronics & Circuits Electrical- Infrared Thermography 0 Eledrlcal - Instrumentation & Process Control Electrical - Mlcroprecessor Based Protective Device 1 Distributlon/Industrial Electrical- Mlcroproces�or Based Protective Device Generation • EIectrlcal- PLC; Siemens Step 7 • Y Clectrical -PLC:Allen-Bradley GontrolLoglx • { Electrical- PLC; Automation Systems s Electrical - PLC; Programmable Logic Controllers Electrical.-Power Factor Testing 1 Electrical -PmverQuaIityHarmonics T + Electrical-Protective Relay Maintenance Basic&Advanced (mechanical) _ Electrical - Protective Relay Maintenance Generator • Electrical-Protective Relay Maintenance Solid State • Electrical-Substatlon Maintenance 1 & 2 Electrical-Transforrner Maintenance &Testing a Electrica I-Troubleshooting Electrical Control Circuits • Electrical -Tuning DDC/Process Control Loops • Electrical-Varia ble Frequency Drlves . - HVAC-Advanced Air Conditioning& Refrigeration • HVAC- Alr Conditioning& Refrigeration • -- HVAC- Balancing of Water and Air Systems • HVAC- Boilers:A Technlcal and Operatlonal Workshop +No chaege solutions with qualifying purchases -t. 7 Services list is accurate as of 033IJ9—Serv✓<ces arc cat)tin uafry addedand f eestatus may c✓yanye. Page 642 of 909 PW Jt��Jr� HVAC- BraAng for HVAC Basl.c/Advanced • HVAC- Heating and Ventilation • Mechanital- Ball Screw Appllcmlons a nd Techniques — T • Mechanical - Bearings and Lubrication Principles . Mechanical - Centrifugal Pumps # Mechanlcal-CNC: Corn pater Numeric Controls–Troubleshooting • Mecha nicaI -Hydraulics Training & 5 stem Trou bleshooting • Mechanical- Machine Tool Alignment: B-Axis Alignment + Mechanical- i�achine Tec Alignment: 5-Axis Alignment . Mechanical u Machine Tool Alignment: Concepts . Mechanlcal -Machlne Tool Alignment: PoAloning and Accuracy . MechanicaI - Mechanical Drives/Pow erTransnaission • MechanIcaI- Pneumatic-Flectro-Pneumat ics TralnIng • --- Mechanical-Shaft Alignment w/ Laser Alignment • - Mechanical -Welding Certification, Principles and Procedures • Compliance - Mechanlcal: Occupational Exposure Hazardous I Chemicals in Labs Mechanlcal -Vibration Analysis • . t, Air Barder Audit.s + Infrared Scan • OLI Services • -- Patch Repair — Roof Cleaning —�LL- �, • Roof Restoration • i Rooftop Safety Installation • Tremcare Warranty Ce!lingTile Installation/Replacement . Lab Furniture Assembly and Installatlon • TV Furniture Assembly and I nstallatlon • Water Conservation . Midstream Utility Rebate Incentives j • Systern Studles • Corn pressed Al System Dust Collection System Stea m Trap Assessments # Product Diver.sey/G reenguard CertVicatii)n • Dlversey/ Floor Care ProductIvIty Survey Georgia-Pacific/ DIS penser Refu rbish,Recycle,Reuse (RRR) Program • �� Georgia-Paciflc/ LFFD"Calculator& LEED" Reporting + i Georgia-Pacific/Battery Recycling Program + DOJO/Dispenser Disposal & Recovery • 4 Wo charge solutions withquctfifyirtg purchases -.y - --�._..,... �,.-..,,.__ 8 Services list is accurate as of 933119—Services are cart tinaarly added and fee status may ch angre. Page 643 of 909 GRAZNGER,, { e. tijDh + . GOJQ f Pre-Installation Site Survey • Rubbermaid / Innovative Solutions Mobile Showroom • Rubbermaid/ Recycling.Solutions _ + Rubbermaid /Waste Audits _# ----Rubbermald /Site Assessments & ROI Calcu Iaters - • _ — Rubbermaid/ LEEDS' Certlflcatlon Support • W!w Pig Spill Preparedness Program • Diversey/Greenguard Certification _ DIversey/Ptoor Cane Productlyt�.'y Survey • Georgia-Pacific f Dispenser Refurbish, Recycle, Reuse (R RR) Rrogram s Georgia-Pacific/ LEE)" Calculator& LEEDI= Rep.orting Georgia-Pacific/Battery Recycling Program • DOJO/Dispenser Disposal&. Recovery • DOJO/ Pre-Installation Slee Survey • Rubbermaid/ I nnovative Solutions lvlobite Showroom Ru bbermaid/ Recycling Solutions — Rubbermaid/Waste Audits • Rubbermaid/Site Assessments & ROI Calculators Rubbermaid/ LEEDOCertlficationSupport • New Plg Spill Preparedness Program • Dive rsey/Greenguard Ce rt IflcatIon 0iversey/Floor Gare Productivity Survey o G oreia-Pacific/Dispenser Refurbish,Recycle, Reuse (RRR) Program Georgla-PacIflc/LEEDS`Calculator& LEEDS' Reporling + �. Wo charge solutions with qualifying pvrchases 9 Services lis t is accurate efs of 033119—Services are can tinually added an d fee status may chonge. Page 644 of 909 Exhibit 5 l GRAI GER'S FETY Crain ger's safefy ss ssrrlent pros utilizes specialliAts with specifi qua.lifica#forts to work with yoU #0leterrnine ypgr s4fpty needs. Our Safety Spec iAli sts use the Gealn' Site:Asses.snie(it Tool.""to Cori aoct detailed and.personalized safety assessments to Help improve your safety prograrrr*. Intuitive forms are dBsigned to take#ho hassle out pi con7pliance checks, Oar w &fe Specialists utilize a mobile app that allows the right questlons#a get asked. :• „ `X{` :=' Irrlply ansyvar campl`renoe questions with i } the Grainger safety peclilistand-the Glrainger jte Asse [Yaen#Tool corn Iles :- them lmmediafely, Whi rx the Inspection is finishel, you'II get an instant look at#$Pili#y strengths, weaknesses and higp prlorVty issues through reports Y.x. genera#ed by the Grainger 511�Assessment r.�. Tool. The reports will heir you identify i actlDh$10 be taper!to address spefoific ' safety.'prograrn needs Within yourfacili#y: soff ;IJ"%YF44�fi f+f91S.n'11�YIf SIiM cL II��F(r-Ri In.4l In4lhf r�iMl6r�hGb[,Ylih ar"Mr(rmu I!{ . _.i'}�4:�]JM1)t v�t�lv:.y:kF{,:�!41{KJ•2df i'/1[�L:.T..l✓:Avlk�l 118iuw i�-f+ary Fr2�,l�•br1{.';fl`'hC ' .. .� 1�11SL41w Mn��,i}'�'.w,t,aaEb+il!'I GRiI S{-..n'T.Y4:�v�S:P.Yu1f.��9Fvar:-�✓++iCak Sl ml.br.+,y;?r�}:'yi ' .' 441,FY+grtnl.�ari?h!+•M k+aNl=ca�and .. ..�. .. .... .. ... �.. ... ................. .. .. r,'_' ' ■ Yi's'YMi:�fF Y, �}�,s: a d IYI k PERSONALIZED: + I.� U5W intem tFwi;form'allows '2 f7Yda�IwakYlFill �If+'I.Y7 r{IHFi„r} 1,5p4 a Grainger Sakty .. .. ��1S1��'�:IWI1,Ii�h.PH-11 E JA l,iyp� ea ' -d.trk;L ry-.Flk rxx'rm4w+iI iIl,l ry'YAQ Specialist to add. r.�'. ' mrw9uFkV..T.rLo.rYr .oCTJxgrf n y obrnm&nt$and take . nrvr�,l:MlrJk hrilq/J photos on Sher .' 'PravldIng a gU10% C: and coenpreherksive �� � iSRYnrc.r.•LIIs:�F,raily ��_. 3-ef2Tei1C00�tt19 impeotbn findings- . V GRAINGER.0 l tMI GRAINOM age o eFIGIrJOERErrFASEFaRAFHTT0aL9kl <.z. .. •;<• DYNAMO;Questions Fa'dkIG GS{T',L'0:' change based 6D your. Hazard Communicio ion (OHS) I.n�lrru:ea�tzr our 6re.ingeF Safety Specialist to quickly recomm and irhd r,l:,,Iix FV11-0; 1-11�3h �12.eoea deliver W'appraprlate .{NrI1A.epYPragrugl r++, . GraingePmfeily-gotutlon. * 1. Ai6xu'Flarnysa+poeed6ahv5Cou�hclrleq'a1.rOBr9¢072 Y 4 s '"'''"�' erx-gcrxy'sIII.oHcrs7 i F.'In iTJC IJ1C-0 . {' -!P T. PO'-al lu..or hemdois#sm cols' 1.911.17113rai(W.) [Y}Yr {' u fX ycurofr aizu1F•1�1 hu"u u eillen hcxord cam9Y.rl[FII79 �f 1'es x� r.: ! '.• Froarrrfi 191 C.'.20CgOxi% _ Ec"y.url WHO oomn Wk9liun✓fWi nrWam cr:tr the rellrxing Iq4r�; 1.114�'�2C4;9};-}, �`•� 16'.G.iD}];r}�:.' 12'C.'fitr];ei�7j{IfI IJnn-f:.I:lin.S{,,xka 1 '046AN[ZED-.Forme are cus oinized for all locations iriiihin yd'ur facf Ilty_Fasy-to-react : results help yo1 quickly kJentlfy safety issues/ Imlmedlate ru*&and work with trie Grain ga:. Safety Bpeafeiist to resolvo them-. it w.rro+ Lalli ILII FiG rlafh •-I x ,r,.n.aY��vaw, EY its.i.��, r.},.•,arh6slr=.47r ■F'�� .� ,,;�.r � h'-w,r -•�.a P1oIiLArrILVa(� ,u •'1 � •"' V•yr,La�—r��'tr rylnmu[Ilon 1 `°'��"`'"' ..°"".�7 •r.n � f � . I�:..,y i ..�#�.«Or•� ,i� rirWs y y k`,o�'"�tiaw�'+ti.� F.'. ' � .+�l� :,.w.,�r:::w * 'p�'.."'.w""��:�.'.. a'� ,. _ . :roy..':.:�,.en �+{w io •..n�M�°r+�,�'+„_,..�ry }.. . vM1u„a35 �.���x..wY�l,�•ri} 4 r r�a:�rr}+yrr,.�i�ircil'ii::rliv ZM �xsx�. s*,�� F:�r.'V,.,t�.'+•,iyR.,R �.f.. '� [NYNviu+tlw'"]!, t'.� tv x'+tx�'ti'..�%Y a a �ri x,.x�wa� ....:r�r,a ,�. ""'.� "aW� 'w..s.o.-�,.,...s. `•m k.:'. Rh, KYJ}.:i�an�..i.} ,..�.` yr,e.�h,"4f �rr. - ' i1—rJ }: t {t„titi roti i'•.., 's 4uh,..S - #, w".t'x' �� �.� ���x��.�..,..d�... nn�, � yw '�f.� �r..�•���r;'+�ti °"^ I Y,[*$`5++.##.,r n 4 •aw M^n>•r F�� - wM':.�rt t.-:i.i+,; iyr.� .n�� 1 `,x:ii,...t}ar�F�...:.W .[» H r 4,yrK• •�h 4Y5rr r: 1... m ux. su.w+,s:r+tn 14ni r!X t'hiy4, 4 "iM+r ry�,ofe�, k4t { yit ...iavi.+r�,��rx�.• n�,:i '~ ��>*wr+." a,... y 10'4+ :}f.` 44r I'rxsh'Y, rlrr r.}� 61. n. i :: ... ...... . Contact a Grainger Rep today for your free compliance check and get instant r6&dts1 'Please Note.,7i�e rxxnr nt b7 PhfS AI q Js ialc%W00 for gmsmfiniarmsth, purpo9e3 Wit 711is P�jtf wf ri is riot a.sfstiwte for re'!?w of mc7 catafe go-7-7f+ iu+aird'rs gild SLIQLhimtr.acid sraordd nor t;a rexnsrrl.ad as re�dWco w opvi'7ion:Headers wirh s Jfik�mro&w�w q[fcsb'crrs should 7a ''ro 010 UaY f4uiliU r or rsansuit with an arrompy j 02a16 1i4W.w.Grahl7 r ,i11c. W-)�SAMU l ■ , r + # 1 a age FACT SHEET E- Safety Walk-Arounds for F t ............. Managers This fact sheet provides guidance to help managers and business O%Ync:,rs conduct safety walk- arounds to identify hazards in the workplace and communicato with workers about hazards in their jobs. Thero are at least two reasons whir managers and owi)ors should periodically conduct workplace inspections,thernseIves, Rrst, i ns poctio ns d-e nn on straW management's coin m it m G nt to improving saf ety a ri d health by finding an d fixing hazards.Second, oval k-a rou n ds let managers see for t hemse I vcs how the safetyand health program Fq working and whether it is effective in identifying and eliminating hazards. Safety walk-arounds can also help m&i-alters and owmrsassess I ow key elements of tho safety progrann are work i ng. For example, h ow engaged are war kers in the p rog ra rn? Do wo rke rs feel they have received appropriate training? Do they know how to report a safety or health incident or concern' PIKE-INSPECTION ACTIVITIES If the %Ywkpkqoe has a safety conirnjt[�o,meet with Prewraflon is imourtan- poor W starting an lr.SO�CtiDrl, the committee priort-Q the impoctlon to get their per5pective,�n the most Important safety issues, Take the t.'rn P�to 'a m q;)rlzo vo u rsGI f kv ith mev.-o,kp'ac o ailo operations and the hazards that have boon previously Dctermlne what safety equipment you will need t4 j&Mfic,C. Pre-.:-isPrecciQn actiAtios might littiode- conduct the inspection. IcFentify the most hazardoLA5 a'rezis by examining past • It is impartant to Ic-ad by exornpl.e, and wcarinq the inspection reports.injury andworkers corripens�tiQn right por,sonal protective=equipment (PPE) sets a rocoi-ds. incident We-stigatlon reports, gild re�p-nt good example. Practice woaring the PIKE to make 4ien r-m iss i n r.id on Is. PI a ii to focus You r i ii s poct kan s on sure You know h ovi to Put it an properly,a nd that it areas where haz-Lirds have been i dontl fled an 6 c:hctc k fits, to see if p rev i ou*-i d c n tif i 2 d hazards ha ve been Co n si de r ta*I ng the same hciz-ri rd td enti fir-all ci n safety abated -)r if further a cti!o n is needed, trainfnq taken by workers, rna nag ors, or the-safety Ta I k to workplace-9,9fety rop ros o ntatl v es a n d CUrflfflittee, other ma ii agors or supervisors about their sa IF ot y ob!3&vatioris wind concerns, ONSITE INSPECTION AM VI TI ES Whon on rna ke 30.,e Yn',;are woeri ng the right RIDE for ez ch ares:.you -nter.Nothing lakes amy c red i bil I[y faster than having the wrong Pad or not viearing F! properly. Be saN; dr,,rilt expose yourself to hazaeds dur.:ng an irspxtlori. Limit.the size of the i ris-;D ecti o n gra u o,large groups te nd to stlfc open eornmuniratirn Wth wor0rs. LQA for easily obs�rvvble hazards f1rq-su& as: Tripping hazards Blocked exits • Frayed/exposed electrical vilres SAFE WORKPLME 11ti—M U.S. Dcpartrn(.,r1(of Labor 0 wvvi-osha-9ov 2 (800)321-OS FIA (6742) IMUTS I SOUND kikisinss Page 647 of 909 4 Missing machine guards Try to find soIkAions rcr hazards vp)ile ycu are conduct1-g Poor hou,5eke e p i ng the:nsoection I}fir applying your own creativity and inspiring I' Poorly maintalriW equipment th6 creativity of wx.4ors. Flnding solutlons "on the spot" demon :rases ycr!r commitmen=to making the wor.�place _ook for property damage, s-xh as wa':s or dcors damaged sw;er, by eq:,preen-1 ar forklift traffic. Such damage may indicate Prior to ro!rpletir-g the,nsoactlon, make a list cf hazards n oaten:°al for [ifurc}xorka(injuries_ gat nLod to be addressed and prioritize them accordirg to Talk to wcrkcrs at their work stations.Workers are Likely the severity of= e potential injuries that might occur as a to know the must, ,bout the hazards and safety issues in result or wLrkers being exposed to the nazard5. their jabs. 1.-p into thst k,)ow)lcogo. Make them comfortable talking with VOLL Ass;,rc them khat you are intere5tec in PC ST-[N SPE CT1 0 N A CTIVI7[ES `inalncg oroblems and'Ixirrg them, i.e., improving safety, riot Post-irlspectlon follow-up is 1-n portant to LsrablIsh.ing your blam`.i.c aryone far your findi s,AvoId yi�s/no quest`ons_ credibili y as a manager whc is commlt:ec to improving Encourage co worsatlon.ASK open-o.o.ed questions Such as; safety, Fai[-�ro to up can often stifle worker � What Is the rno5t hazard-ous task in your jots? What part ic.;-ation arid enthusiasm, whirr can be h4ard to regain. w kcss ithozardous Very soon after yo.-,,r inspert'on, prooare cin abatement clan • if you have been injured In your job,�vhat was the rantaining a list of tine haza,'d5 ford,corrective act ons Injury and how did it hiDppen? What was d a n o to neo&d,arre'a rease71able -neline for implementation, Make y})ur job safer? SQ.'ne coNp!e�;Jfiazard,s may roq further evil Iuation, How would you mport-arr Iii]ury, hazard, or fear-miss? study, cr engin�p.ring wLfk to di�siGr acrd irople Hent Seek cut,and rally to _,-e most rccen:y-olred workers to get approp rlm2 controls,Ce£eriOe brietfy how the hazards wiII Iheir per sp�rtivL on safety,.These 'fresh eyes" could havo be addressed and Wentify intcrlm crirrtro[s brat w;11 be used valuable in.lghbs, while mora parmarre:,rf rieasores ire developod. Observe wcrkers as they perforri tho r job- Her example, Share the aboterrenr plan with maragcrs,�Upefvisors, do Lth oy i I Pt-hea)+y'o b]ectV Do they stone/5lti in and workers �s a way of show Irrgyci- f commitment to postures'?Are they perfor•riIng repetfavo r.1otions? if sr,take fixing the Sa`oty Issues foind durirg your in'spoctlon. notes ar:d photos, Ir their Job inv-DIves handling whr-mi ca's Trac k prug r2ss by sharing or p-�stin per'odic updates to or4�xposure to excessive rci5e.anolor haat,a more deta bed Nt,PI,".r, E�rsureall cor,Facilve-Lt1Lr!s aee 1n-plum ntod in r�valuatlor by a safety,Lrof+c-s loria I miry be r order a timely faslrlon, a SAFEMRKPLACH i i 09" U.S. Dc ppartrnent of Labor ■ %vvi%x.osha.gov ■ (800) 521-USHA (6742) 4U4 SOUND a+uslNf#6 Page 648 of 909 f. . ,�'f. r. ••.fc 1. a ' RAW ER SAFETY.SERVICES NET °:• Oral nger'g.netwgrk of Health and safety service providers i5 committbd to.providing yodwith quality, cost-effective cn-site and online services: trained network of Certified Ih yg' ) :'j•}ti or7sisting of a highly cfus#rlal M lenistg CAH arLd 06rtiti ed Safety ProfessiohAls (CSP), as.wel l as other,safety wind:health professionals, Grainger possesses the expertl;�e and resources to pr)vide' . trainhg, orf-site testing and auditi rig, and Web-based tools designed to ald ajl-your Occupational safety and'health programs.on a national scale. � IFLERDEMYUMNING MESMrISF . .. Audhr*�a'.dc le�ti yra�-7es!Kb 1910,eEI t&un ralEaFuI3 ForftAA t Ber.Ersilm. eieckilnx slam lgs cull n$.SerAee S) p :�4 } Esind ie'f�.grio�l?rg•.:°' ;.' :E' i9��. a edfil Glg.l l o e �Ivlr_x 'r'. . - •' ` 'I¢31,�irilyl��i�iP�:.°.::-'':k'f''==. ;r, '. ;�-:'. _ �F .J En&onmeolel '+ Ibnpla co Dudlm � dud S H+kk-o"lFTatselSklpe " Ewb nOce &Inaepikw. j lrs3dn0 ' kr$NeiFn3 Ig�u`III f ,.. it .'<''.'':r: `::•.� ' . f .. � spG4tion'&�Ssrue�-:='','.',�::'.';' HeungLcesdgmrml-innswofkF{et'Acd}- giop� € etl0e:l7Al�l9 .'.' RrcEarlierrApeclunlGqPIrsJ Aedide I�Irsutveu 9.. ..:+. Fleclrc�I;NIVLeuaiI&IToiaip 7oduq�Air'dplrjJfiaAin'egl >::`•.-'._,::.. 0o1 Lr �.rcil9 x ngof: lApilicpBjj 1p�lisor9666m I "Ih�hlg 01 I ryui�r,Asem rnm nm :'11fl lelilflfp>', Flre Uoof l¢apsplim Rcpare rMtae lifu�l''F�pulj�l9r+ ;' - Maid'eJElm&SefstjeTrWrQI r4.guM r-!Moor�l�y�g�. OrliliePcaulle6cfMeIIIr�Clea'auu7csting "NEPA19 '4"dc.$&f�gjDidep:2dl ,fd�l�pif iu�na':'.''; FimPrub2dmAsumcmpdFTeAx3I5prldder SYMHM NFfi11la!Emerywy9 6)56:lhy'Pmer Syolems I . ..trelgihrj .FSI:iPr"otccl.��leeF�i18'lliglfi0�liui{&R�liwe(Spielnm'g�'' I Reeplr&W FH 70Sj yj ire ulcus on In}sctlen,iir3ll •f l'X17179 kC I IfE9ulpn�nt�r�frfLefi�rf�4 it prvluo yaIno n9&frWAYFun :Picaulle ri�e�c ii{lei l.l{5afr # IibM e� -,",` WPA A?Anllao d clic 45rm 6 51An'HIN Iwo ppie Iw�rt�Iho'kei�cxird:-:. ,: a Edrili�lrMillig :T ;sit «rd}yarpr¢ fgil:5,etyia�salgng:,_ Sfrce Uus1 h xcuicCam lanre i Ideiel�ilon I Pl1�174ifjrl ;l'Ejalldd,flplfli�bif61'kflr,I'niC ' ..` 'i.> ''.'':•• ... . .,:.;.'. ... ',�.' +ptilollpli5� •j$gY'ikr'•`f'::.`,_.{.�,}':'',:;,':�r'e,;3 c7Q1>'�.EdiJIPn;Tleinlpg'.(.°� r.': ,. :,.•;', ... Flr�SpdnkL�r.liner,oml'I�'rc�anegelr�arYlRnel�ils . NFM99;SWudardiorH.Bam WrerBuiRSe.2012 �Gli(e llop]Silppfee dn,7A ryi.ln§XctipairS elu'cp.; ditioliTraldln hnibf.yn}�%enkf�larkiVaIfipc,llou limulabon ! - EryulpmeutSpxi �fToca7ureueuFlopmeal oWxkcnolkrmrards oAhiiB:.::; . COW'd, re Lle1liljc tionrAaldlm i Rcbealoc (g:IcssTralninp .. .I`ering��rx$ ffoata�l�s:rigliifli�t�r�'.'I v:�'';'�{`..-�� Ax)vesYroaierPpecli�IM1Exemlrc` . •> FUpir+ Spoc'61) Md re fljhcluDmcnt �g FIR it f rM Ird7orTraring .'.'. r4unelaldSn_uity�CrerciceEvehlnliul Prc+lam fHSttl' Smrdaea I Co11Fkd Spxu Enhy f.it 4. ue Trailrrg 'Arc Fla%fivlyels BIGITALSAFFTV TOBLUT RAVIUO rY50D-raison f%Rri9 . •f:JeYl�i`i5fehiiyili�nfE911g; luddcr�c Pi2pplkm 61 m_ffmm-h i Equlpmenl S iris Ftcz v GerelepmeN I Iti�lq.f(anagu lit'• ' Add ShcomrlrelnLro IE ciShi Occll. li 81I Ilfl I .:..t" Ma'' o`tcdlisfilln' Hrp P.1101j,Cs1lCrTrMng 'zaigNI'F,X7prfkcNA ElecldcelWflly-1 111,i1lu . . ... . -. - .. r ..• S -1YAbaesemenle ;hicfdehf hmh(ndil.9fj�tajYIIG5�iral_gllig p1{N0.0ha!Eleclii�j alviael4Gp.'':.:< '{ :' PardemleHea. n fre rte, 2018 HR'A ruEUlrc Flegi rl�iriul Salcty TrelnF Ali lgci. irinfn:i_. _ 7cihdu9 fn sun f Fto6c,slue nrF�l i . ,pry'R.aafi,�f�F'glFitit�:iti>r;lolog: : , f "6gyv ue 3c onry everelA�o-rgoull CuaillAcrlhL*-r pmOerr, I YQUr GrOingurfor ■ tJU ar ,V20-9 W.W.uraingnr,II1G, 11.-BUP5{-IS4 Page 649 of 909 RAINGER SAFETY ERllf IENETT RK Mana6hii Pn7m"f Pluuranni +Qg:ar�Ingklaoeg9mBuRTrairjfkJ J 6e�r h.t aPr Fco-j fc4'Gemplansh]sf(rcaziufi l SrA'4,HN;LF, aK Javkeef Jtl i{cduct.7 aiali�' .' ElncrnM Mariapomujt Program . Daespmer�[�ra[lilallaa74tmi1�7 r009�JBbFluJiaillG�?du�,naikSfl.effiwdon. ?la¢i oL'e k1' f ..n., d58R+iBinl.Tifiinln Dory'&HOW.i-apnm111' �iFji RIg9i4�'Sly:p�ti�nysn�;•`...f?'.:''%;�:� }k`` I' IlliumAl.I kaa ar6 Evaan Finn .ue,.it .'.. n1A9�?dRsl��ra;�1!eoliora Ent♦mTrek14 : . FJedllheepNl=ipi�iN :fp+i�u liui Gp!;IiiL 'L A4 HcalthmroL naher'ad.-LNli mnl. r' �k;anunuuy�m+i] arRliat Fla GFR 40Ndiniailranwpaiiadanirelnldg fieellpi re tu�1 uAll fnf En ,',' Fuod FYa!lMgi Trdininp IFJ)AA:SMA, IkaMl,Sf gJ S AI!Il17nn rilllig';'..::f:'.'f., FM 22Uu2.USLGM1,A;80ty Ilea'iarcSccudty,4mntlFccuegd-hJg Ormeuparetor5afetyTla'rii'n 'kl+[h; r vdfi,'a:fSniVnjTrl¢ini Hb�fliPll�D,i9i�A9�,6Pler�lOG}11S.r�lR�u;,�,',..:i°• ., _ ...-. ,.. .. ,. �f;s.:-` '�'�:-' - .,. .. `44T.} xadc_lien;la7erfela:l�Irft�'.}.'.'..:..:'.':�;'.'' 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IlglIVATrd iiillq MMfig,L51&Gae} 5i�r(cy&bnafiaa u�Butdln9��a�ar:sy�ams`+,' ralarpl IlilgSwsmBHls ErcJarami�sA casmaxeI EuslxacCordInuadonPlan' WHY 11unnfaurilumunti iaiem.Fic+�s�o in '{ f4slul�j r� ��pa.Id�cu�r,ornrtlgbJ]':" ''" E RI&i anilm kin I . .. . . .�{�� vra�i4G'F.49Jrrailfn,. .. t�cnkwhnrae , MN r P+ncirta$afe r�liiaJG,f9Af .. . Spaeklag Fli089BniBlil* '. Lorkni.rv6p9iilhKsi'saneHl3 rill Frolc:�nn M mcrdEM aWn6Pn ld,e 1 r�rj Snf fTo�er iorr�eJae�m�nea� bleu.; QTI i LFiS'lEl Ia�{;FrIIOHT�rl:CS '' �IJ .'� %r.'•. s.. .. I Er�ipirrxrtS chlcl'mcedureuevaapmern: +1'�. 'ri�T� �l lollpusAWs lsucc Cnkm�L+La aril :4hrrllten ` iQrarri:l}aip� m9�1..-":''< '' Equynram SkMIni'ra&hllm Le4avor're,tl frail IYr Lt1tiI3C Safe Gan Calle,Saftwore P G2MaabudClass4Loki 5afc4rTias-ing i .e4 . .L�S44iPfuaiRC9ff+�re; 4. prJliJf1.'ai .d 6plliig"G Hilar.. "raniii _ Fal Pratulien Training Exsvaa w Irarddng Ire.IrR EcckeuGlegnfitlrnlnlrg' RI�IIugTraejrg'. - - ,ked�Ce!,Baif�jelnigfnieneeJ' rrral.[,pdirr,yfi��j' - . .,, .. . whiral mR MaWehaall&Salely TiAlliwl Mullins Gua diuu A-rA4s C6H4 Hmard Cummunlcallea{FKWM?rmS]Trfripg Pemedt,F:nglr�,erry 2F n6;ly�,lusllgli�', Tlxiu�+: Pt�nUigSW`n¢dfdr5ing9.: nrnATralri rdOoili&iia gjuus Reale dhpnwJ} MuriilicOsrdinaTrahing Radi L`P[GIpffAlaiITiS$�TrajArig.'•: ', Wely Cullum ruining Confact Your Grainger Rep fbr Details,A vadaWfify and Eligibility QY20'YW.W.GfE110e,Inr- IN-01.IPXJat age o 9 f h.ibi€: 7 GRAINGER CONSULTING INVENTORY BASES#NE SERVICE OVERVIEW-The purpo8e of the Inventory Baselllle Is to streamline the process of replerlishiii g and Issuing MRO invefltory to Improve rnaiiitem� nce pro duct€vity and p€ani perform,? nce, The objective is to cost effectively Irranage Darts and suppli3s,ninximize"wrench time" and malntain appropriate invi�lltory controls- While carrylllg MR0 inventory is a requlromr nm for most corj7palije% thleri�are significant opportunitles to elirniinate was3W, Irnprove pfodui:tivity incl aoll lave a lower Total Cost of 0 vnership (TCO). METHODOLDOY-We use a LEAN,S€x Sigme approach for Ihe projeot to gain n robust u nd arsta n ding of your company's current MRO operations and proceeses. Our oxperlence end your data dr€ve auf recor�7l�� pdatlorrs. I DEFINE MEASURE ANALYZE IMPROVE CONTROL ImI I f� I Tlrel'rul7reu, ActivityBzl eod MaifjRla CurrentStaicO CainCansenmp. f,7elrle� j TheL'ow Tmntn.,ImAnalysie r'iecammcndoiions r�iiritlze !uiir � l�ilox&Cxp nd TItePluyem Slookinl l MOLIA Business lrnpkici PrafeCJCI,AII! Pp Flmi RPfns I I State,rnent of Work Discovery Report 0A Implement Validation i I KEY METIRIDS-We idontify the koy perfonnane e Indicators for cast savix7gs, productivlty and quallty.We capture the current state Hata a�ld model it agail,5t all OplilllllIT1 future state to identify lmpraverrei�t oRportttnitles, I I 1 2°o ° 0 TI' nsEiCtion Cost Issuance Premium Replenish Premium People � I'll a interne l labor coot. The internal cast to issu a The i me mal Dost!o rmlenisl: Th a a mage number of issusnce through payment- 1h prodkid dlvided by the product dlvl!ded hyUie peopla INA touch an h1 RD faroTia!ramigction(Po) 1ho pumh 9 se price purchaseprice rnventoly4ansacdron f t DELIVERABLES-The Inventory Baseline delivers the results ifforn our analysis wlille Identifying'bite-size"oontlnuous improvement (CI) projects to attain and sustain the recommended changes. Transaction Cost Process Mapo Activity Analysis Project Plan A vemp I me real rahor cost Ad Iwl�v dlagra ai of the urldersta nd vrho{I)y rare) A plde to implLzineortl ng per replenishnient and 'issuance to payment' and whal(hy#ask)said the solutions vAth a focva is cue ncetransaetlarl cycle forhowiong on change rrtandgemerit 152u194Y.W.Gmlupri,Inc. McIolna:r.virggrc.yrc-0mdusbymd.' NoluarIkulliyu,da+l fir Page 651 of 909 Exhibit 8 � City ofTT>Icsotr< License C'erfifieu �- BushLessNa,neirud TUVOR IVIRi113)g cidressl Lieenae ly.tunber: 10.11332 WW GRAINGER INC 1�Pe: 4tbcr MJsoellaucolL3 Dut�Lble�Uuds Il lcraha I'M (4RA1NfiEL t'1{ANY LAKE P{}1tI:ST 1L 6M45 Isguo DftW I%-1n relL 28,2,019 i i I Exp[ration Dam- Dmumbor 31,101 Owner: WW Q[{A CNIiER IX Tlli9[iL!mp I pcmik is moo t rs nsft-rable UME MILM ha pngte,1 in a eouslrirnioLi a place at tW buinum WCC 01). Y'HL ISSUANCE OF T11 IS LICENSE 1 YERIbf1T SHALL NOT DF CONST l RED AS PrIMTS„TON'1'0 0YEkk'r D V10I.ATI1.0N OF ANY LAW OR REGLLLATIO.N. 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Y Tralnln g Compliance�Fleckrlctri: NEPA 110;Erner�erlcy and Standby Power Systp rns Tech niclan Skill J SaretyTrairing Com p fiance-Electrical; NFPA7Dr3; Flectncal E ul ment Y w _ _ Maintenance '_ 'TZ Techni€IariSl�llf&Safety Training v 4 Compliance-ClecLrlcal; NFPA72; National Fire Alarm &SiiS- ng� d.Code 2019 Edition Technician Skill&Safety Tralning +-� - Cornpllance--Electrical; NF PA 79: E1ectrlcaI Staridard for u. �.. i Industrltrl Machi ner 201$Edition _ Tech nlclan Skill&Safety Tralning � Compliance-Electrlca1: NICZT Levels I &II J TechnlcisnSki 11&Safety Tr0iiq r,. �.w.. 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TEchnlcianSic IN f3 Safety74riing F_lettricaI-Flber001cTralNng I Technlclan Skill&Safety Trai ni ng -T�mw.v-Y Electrical-JnaustrloJ Electricltyl3asics Tralning EIe€trlcal-rndustrior Electronics&Circuits 7�a TI�F3�S 1111 Safety r .� Techniolsh Skill&safety Tralning Ejeetrleal-Infrared Thermography TachnrcianSkiJl &5afet Treinfn -- - I y g r t Electrical-Instrurnentatian &Process Control Technician skill&Safety Tralning�4 ---- �EJectrluaI-Microprocessor Based Protective E7evlc.e _ _ _ _ _ dlstrlbutinriflntria dusl Te€hnlclan$kr11&Safety Tralning f Electrical- M]croprocessur Based Pratective oeAce Generation Technlclan Skill&5afetyTralning EIe€trlcar-PLC: 5lerhens5tep 7 Technician5kill &safttyTralning EIe€trlcal KC; BradleyControlLoglx Technician Skill&Safety Tralning -— -- Electrical-hLC;Automatlon System Technlefan Sk111&---S afety Tralnln13 _ y Electrical-PLC; Programma131e Logic Controllers _f r Tech nlclan Skill&Safety Tralnirig Electrical-Power Factor Testing 5 Page 657 of 909 GRAINGER t w Tac hnIdan Skill&Safety TrffInIng � EIe€tri€a1-Power Quallty Harmanlcs Tech nlclan Skill&SaFet 'frnining - - -- --- - Electri€al-Protectivc Relay fvlalntenante E3as1c Radvanced --- T TM rnerhanir:al Terholrlen Sk113 R Safety Trainfng Electrical-Protectlwe Relay Mainternance Generator Terhnirim SkIll&Safety Training Elcctrlcal-Protectlwe Relay Maln#orianco 5olld State 1 lechni€+anSkial &Safet Tralnln Clectrlral 5uE7sLatlon Malritenar7te 1&2 7echnl�:fan5kill&Safet} Training xx�w-w T- Electrical-TranSforrnerNlalntenanr:e&Testing Techniclan kill&Safety Training Electrical-Trouhleshgoting Elettrltal Control Circuits foThrlclori$k-1-1 &Safety1raining Electrlcai Tun]ng DDQPnocessCuntrDl Loops Tech niclan 5klll&Safety Tra in ing 1 Electrleal-Variable Frequency Drives Technician Sk111&Safety Training HVAC-Advanced Air Condltloning&Refrigeration TethnicianSldll &Safety Trainfng HVAC-AlrCondltlon1n &Ref rl geratlon— 1_eChniL6i Sl=i!I &SafetyTraining — Tmmmm HVAC-Balancingof o#et and-AlrSystenls�--T Tmm x : 7echniclan 5ki11 a 5efety Tralriing HVAC 13v11ers:A Technical and 0perationaI Workshop Technician Skil 1&Safety TraIning HVAC-BrazIng for HVAC Basi cfAdvanced rTechnlclank€II&SafetyTraining'� HVAC-Heating and Ventllatlon LLYerhniclan Skill&Safety Training w M Me€lianlral Ball crew Applications and Te€hniques „y w Technician Skill&Safety Training Mechanical-Bearings and Lubrication Principles Technician Skill &SafetyTrafnfngl,u..� - -JMechanicaI-CentrifupiPumps - I TechilcianSkill &SafetyTralning � Mechanical-CNC;ComputerNurnericControls-Troubleshooting } Technicfan SkilI&-Safety Tralning 1 Mechanlcal-Hydraulics Tralning&System Troubleshooting j Teollnlclan Skil 1&Safety TraIning J Mechanical-Machine Tool Alignment; 3-A&Alignment �Tec hnlcian Skill&Safety Tralning J w w lwlecharrlcaI-Machine Tool Alignment;V5-Axis bJlgTirnent j Te€hnlcian Sk11J�.SafetyTralning� ��— - -- Mechanical Machine Too lAlignment; Concepty�.------ Tech nIcIan Sk111&Safety Training Mechanical-Ma chine Tool Alignrnent: Posltioning and Accura�:y 7cchnl€lanSIt111 &SafetyTfalrilf7g Nle€hani€al- Mechanical DrlvesfPowarTransmission 1 Te chnEcla n SkIll&Safe#yTralning — -- -- Mechanical-Neu matic-Electro-Pneumatic%Trelning ---- ' Teuhnlclan Sk111&�afet��T'ralnl1) --� Y Mechanical-Shaft A11gnrnentwf Law Allgnment -- -- -- I T(echnlclan Skil 1&Safety Training Mechanical-Wel dIng Certl lcatlon, Prlrlciples and Procedures Tethnlcian Skill&Safety Training Mechanical.Vibration Ana lysls FaCili#y {Roofing 5erti ices µ _ Air Barrier AudI#S R.- -- Fability-Roofingbervice Infrared Scan Fatifity-Roof Ing Spralc�!s OLI Services Fa€illtyHRonflrtig5erul�ces �..V..x..x_-.�. �--- -- Patch t3#epair -------- 1 FarEllty_Roofing Sen+lces .�..�__.—,._r,T,� Roof Cleaning„ a F�clll#y-Roofing Scrvlcas .----- Roof Restoration.".. �-�—�----------- T—'� Fdcillty-ROofingServices TRooftop Safetylnstallatlon Facility-Roofing 5ervT€es Tremcare Warranty FadIriy-Roafing Servlces CeiIing Tile]nstalia—ti on/Replacement Facility% Labotatorw FurnitureS rtirlccs Lah furnitureAssemblyand instal€atlon I 6 Page 658 of 909 GRAINGER • r faclllty-TV Installation Services TV Furniture Assern�ly and InstaIIaLIon Fall PrateC#ion Ser+ices Fall Protection As5essmentgAudltS 1 Jall Protectlibo SEYaicea x•Mm_._�w- 11 Prate ction Jnspe€tions-Flarnesses,etc.----- �- - Tel hn3clan:Sklll&Safety Training Compliance Mch�ii7ial:Qcciip2tlonal Cxpsure Hazardous Fall I'roteetion Services Fall Protectlon-Irl stall W FlexiguaA T�µy Falf I'rotection5ervi€es Englncored Fall Proteciron(We 3M Product) Fall Protection Services Englneered Fa II Prot�c#Ion(rise FaIITech Product) FarlProtiect Ion Services------ Y� --- -- Engineered Fall Prote c#Ion iHse Naneywell ��-- Fall Protect Services EnEinnered Fall Protectlork(Use MSA Product) rail 1'roteetian Services En$inecred Fall Protectlpn (Use Alny Product Supplier] 1 I i I i I 1 a k� k 7 Page 659 of 909 GINS Exhibit 10 Sourced Products& Related Services The following additional te"s a n 0 condi#ions apply to Graingwls sourcing offerilng; TERMS AND CONDITIONS FOR SOVRGED PRODUCTS AND PRODUCT RELATE p SERVICES' Grainoer will source products and product related services not avallable through rhe Grainger General Catalog (`Sourced products`), Granger daee not source the following producte or product related servlcos= weapons, 87nlnullitlon. explosives, aircraft products, products containing asbestos, nuclear-related products, products with restricted dlstrlbLition, product jud gad to be too great a Iiebillty risk by W.W. Grainger, No.. or product related servicos which Grainger by lair or regulation is prohibited from sourcing. The pri ring model for Sourred Products Is based an current market Gond Ittona and Is oarnpetitive for spot buy sltuatlona on a per order basis. G AINGER'S STANDARD WARRANTY DOES NOT APPLY TO SOURCED PRODUCTS AND RELATED SERVICES, GRAINGER, 'TO THE FULLEST EXTENT PERMITTED, PASSES THROUGH TO MEMBER ANY AND ALL MANUFACTURER AND SUPPLIER PRODUCT YVARRANTI ES. GRAINGER'S STANDARD WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY APPLY TO SOURCED PRODUCTS AND RELATED SIE RVICES. WARRANTY DISCLAIMER. GRAINOER SHALL HAVE NO LIADILI'TY FOR, AND FXPRESSLY DISCLAIMS ANY WARRANTY OR AFFIRMATION OF FACT, F=XPRE9S OR IMPLIED, OTHER TIgAN Ax5 SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMlITATION (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNFSS FOR A PARTICULAR PURPOSE; (II) ANY WARRANTY OR AFFIRMATION OF FACT RELATED 7o MISUSE, IMPROPER SELECTION, RECOMMENDATION, OR MISAPPLICATION OF ANY PRODUCT; AND (III) ANY WARRANTY OR AFFIRMATION of FACT THAT THE CATALOGS, LITERATURE AND WEBSITES IT PROVIDES ACCURATELY ILLUSTRATE AND DESCRIBE PRODUCTS. LIMITATION OP LIABILITY, ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES is FXPRESSLY DISCLAIMED, GRAINGFR'S LIABILITY IN ALL EVENTS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT ON RELATED SERVICE THAT GIVES RISIE To ANY LIABILITY, GRAI NGERS PAYME NIT OF SUCH AMOUNT SHALL BE THE FINAL AND EXCLUSIVE REMEI]Y IN THE EXHAUSTION ; OR UNAVAILABILITY OF ANY OTHER REMEDY SPECIRED 11F=REIN AND SHALL NOT BE CONSTRUED OR ALLEGED DY CUSTOMER TO HAVE FAILED OF IT'S ESSENTIAL PURPOSE, in the event that Grainger agrees to slock an agreed upon quantity of Sourced Products for Member, upon expiration, canoellatlori or terMination of this Agraemsnt, l0ember agrees to purchase all rernaining stocked Sourced Product. Grainger will Invoice Member for such Sourced Product wlthln thlrty (30} days of expiration, cancellatlon or terminatlon of this r Agreement- Page660 of 909 i 4, RFP#192163 Page 661 of 909 CITY OF TUCSON REQUEST T FO PROPOSAL REQUEST FOR. PROPOSAL NUMBER; 192163 PROPOSAL DUE DATE: APR[L 11,29191 AT 4:00 P.M. LOCAL AZ TIME PROPOSAL SUBMITTAL, LOCATION: Depart msnt of Procurement 265 W.Alameda,8t" Floor, Tucson, AZ 85701 MATERIAL OR SERVICE: MAINTENANCE, REPAIR AND OPERATIONS (MR0) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATER SERVICE PRE-PROPOSAL CONFERENCE DATE: MARCH 27, 2419 TIME: 2:00 P.M. LOCAL AZ TIME 7 LOCATION: CITY HALL, 255 W. ALAMEDA, 1"t FLOOR CONFERENCE ROOM, TUCSON, AZ 85701 PRINCIPAL CONTRACT OFFICER: JIENN MYERS, CPPB TELEPHONE NUMBER: (520) 837-4137 I Jr=NN.MYERS@tuesonaz.gov A copy of thls solicitation and possible future amendments may be obtained from our Internet site at; fittp:/.NAm-tucscinpror,urement.com/ by selecting the Bid Opportunities link and the associated solicitation number. The City does net mail out Notices of available solicitations via the U.S. PostalLarvice. Email �. Alfications are sent to those interested offerors who are registered with Lrs and who have selected el-nail as Lnelr preferred delivery method. To register, please visit wwwjucs n rocurprnent.com, click on Vendors, then olfck on Vendor Registration. To update an existing record, click on Venders, cllok on What's New?, acrd read the section titled "Notice of olfcitatfans." You may also call (.5 0) 791-4217 if you have questions. Competitive sealed proposals for the specified material or service shall be receNed by the Department of Procurement, 255 W. Alameda, 6th f=loor, Tucson, Arizona 85701, until the date and time cited. Proposals must be in the actual possession of the Department of Pracurernent at the location indicated, on or prior to the exact date and l:irne indicated above. Late proposals shall not be considered. The prevailing clock shall be the City Department of Procurement clock. Proposals must be submitted in a sealad anvelope. The Request for Proposal number and the offeror's narne and address should be clearly indicated on the outside of the envelope. All proposals must be completed in ink ortypewNt.ten, Questions must be addressed to the Contract Officer listed above, All visitors to City Hall are now required to show picture identification when going through the security checkpalnt in the main lobby. Visitors should plan accordingly, UBLI H DATE' MARCH 8, 2919 Roviseil f."2018 Page 662 of 909 CITY OF TUCSON IDEPARTMENT 01= pROCUREM ENT RI`Qrl1=ST FOR PROPOSAL NO. 102163 2555.ALAM EDA, 6TH FLOOR, TUCSON,AZ 85701 PAGE 2 OF 25 PRINCIPAL CONTRACT OFF ICER=JENN MYERS, CPPB PH: (624)837.41371 FAX:(620)795-47 r" INTRODUCTION The City of Tucson is requesting proposals from qualified and experienced firms to provide MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES. The City of Tucson requires a contractor wha provides a diverse and extensive supply of MRO products for delivery to various locations in the Tucson metropolitan area and for pickup at local storefronts. Requirements and qualifications are defined in detail in the Scope of Services Section of this Request for Proposal (RFP). The City seeks a firm that can supply the sped#led services, supplies, parts, equipment and materials and related services. National Contract The City of Tucson, as the Principal Procurement Agency, defined in Attachment A, has partnered with 0 M N I A Partnere to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Tucson is acting as the contracting agency for any other Public Agency that elects to utilize thG resulting Master Agreement. Use of the MaSter Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency"). Attachment A contains additional information about OMNIA Partners and the cooperative purchasing agreement. OMNIA Partners is the largest and most experienced purchasing organization for public and private sect, (procurement. Through the economies of scale created by OVINIA Partners public sector subsldiaries, Natio IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and -resources to state and local government, higher education, K-12 education and non-profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. As a channel partner with Viziont (formally, Novation), OMNIA Partners leverages over $100 billion In annual supply spend to command the best prices for products and services. With corporate, pricing and sales commitments from the Contractor, OMNIA Partners provides marketing and administrative support for the Contractor that directly promotes the Contractor's products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Contractor benefits from a contract that allows Participating Public Agencies to directly purchase goons and services without the Contractors need to respond io auditional competitive solicitations. As SL€ch, the Contractor must be abte to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Contractor and respond to the OMNIA Partnars documents(Attachment A). The City of Tucson anticipates spending approximately 4 million over the full potential Master Agreement term for MRO Supplies and Related Services, While no minimum volume is guaranteed to the Contractor, the estimated annual volume of MRO Supplies and Related Services purchased under the Master Agreement through OMNIA Partners Public Sector is approximately $100 million, This projection is based on the current annual volumes among the City of Tucson, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth Irt other Public Agencies through a coordinated marketing approach between the Contractor and OMIT Partners, Page 663 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO. 192163 ,255 Ve.ALAM EDA,6TH FLOOR, TUCSON,AZ 86701 PAGE 3 OF 25 PR I NO IPAL CONTRACT OFFICER,JENN MYERS. OPPI5 PH: (52 0)8;7-41371 FAX:1520)791-4735 SCONE OF SERVICES A. GENERAL REQUIREMENT 1. QUALIFIED FIRMS: Offerors should meet the rninimum qualifications: a. Have a strong national presence in the M RO supply industry- Have a distribution model capable of delivering products nationwide. C. Have a demonstrated sales presence. d. Be able to meet the minimum requirements of the cooperative purchasing t program dotailod herein. e. Be able to provide the full range of products, equipment, parts, materials and services to meet the demands of the City and all agenaxies that opt to participate in the cooperative puruh,asing program with the City, i 2. USAGE REPORT. The Contractor shall provide an electronic copy of a usage report upon request to the Agency Department of Procurement. The report shall provide complete information on the items purchased under this Contract.The Contractor should be able to provide a usage report by department. At a minimum for each itern sold, the report should list the manufacturer name, model number, part number, item description, quantity sold, and total spend by department, division, ordering entity, eta, 3. EQUIPMENTIRE ALL NOTICES: In the event of any reoall notice, technical service bulletin, or other irnportant notification affecting equfpmant purchased from this contract, a notice zh,aII be sent to the Contract Representative. it shall be the responsibility of the contractors to assure that all rlecall notices are sent direo#Iy to the agencies Contract Representative. 4. WAREHOUSING, DISTRIBUTION AND SALES FACILITIES: Tho product spacifiod in this solicitation � is dependent upon on extensive manufacturer-to-customer supply chain distribution system. To be considered for award, each potential contractor is required to provide proof of an extensive distribution � system. 5. DELIVERY: For City of Tucson purchQsas, MRO supplies shall be delivered to various City of Tucson stores locations and non-stores locations. All deliveries shall be made Monday through Friday from 8:00 a.m. to 3:00 p.m., Arizona Standard Time. 6. CATALOGS: Within 10 days after caniract award, Contractor must ;submit complete prica lists and catalogs of their product fine in hard copy cr on CD. Upon request from a using agency, Contractor shall provide, at no cast. these catalogs and price lists. An accessible public website that contains a downloadable catalog and price list or an interactive web catalog and price list maybe provided in lieu of the above hard copy requirement. 7. WARRANTY. Offeror shall' warrant that all equipment and parks furnished in their offer are newly manufactured and free from defects in material and workmanship fur no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conforwnce to promises or specified specifications. No other express or implied warranty shall eliminate the vendor's liability as stated herein. Page 664 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST KOR PROPOSAI-RSO, 992163 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85741 PAGE 4 OF 25 PRINCIPAL CONTRACT OF FICE€2,JENN MYERS, CPPB PH; (624)837-41371 FAX (620)791-47 r 5. PRODUCT REQUIREMENTS: 1. PRODUCTS: A complete and cornprehensive line of quality made I IRD supplies to support the dally maintenance. repair and olperations functions of the agancy. Tlie categories include but acre not limited to the following. a, Motors and Power Transmission- General, Definite Purpose and HVAC motors, gear motors, beaHngs, V-belts and accessories, b. Electrical SuppIles — Disldbutiori, controls, wire, cable, voioe & data and supplies. c. Lighti ng—I-amps, ballasts, fixtures, task lighting, flashlights and batteries. d. Tools — Hand, power, outdoor and automotive tools and tool storage. e. Measuring Tools & Test I11struments —Calipers, gauges, inspection, micrometers and Multimeters. f. Pneumatic— Pneumatic tools and system components, air compressors and hydraulics, g. Machining and Cutting Tools — Drill Lits, taps, dies, blades, counterboresry countersinks end abrasives. h. Material Handling, Storage and Packaging — Ladders, hoists, shelving, storage, furn[ture. packaging,easter , cart, trucks and drums, i. Welding —Welding equipment and supplies. � j. Fasteners and Adhesives — Nuts, bolts, washers, screws. hooks: flat stock, raw materials (metal, rubber, plastic), glue and cement. k. Lubricants, Sealants and Paint- Grease, oil, penetrates sealants, caulk and paint, I. Safety and Security Supplies — Spill containment, storage, fire protection, person protective equipment, instrumentation, signs, labels, tags and security. m. Cleaning Equipment and Supplies — Chemicals, equipment. restroom, paper, waste containers, cleaning. n. HIVAG 8 uppties —Controls, heaters, a[r conditioning, air treatment, fens, ventilators and blowers. o. Pumps and Plumbing --Submersible, centrifugal, water system and positive displacement pumps, pipe, valves, fittings, heaters, coolers, filtration and faucets, p. Emergency Preparedness — Sandbags, fiat-aid supplies, disaster recovery products etc. q. Other Categories . CURRENT PRODUCTS. All products being offered in response to this solicitation shall be in current and ongoing production; shall be form ally announced for general marketing purposes; shall be a model cr type currently functioning in a user (paying customer) environment and capable of meeting exceeding all specifications and requirements sat forth in this solicitation. Page 665 of 909 GITY OF TUCSON MPARTMENT OF PROCURE ENT REQUEST FOR PROPOSAL N0.192163 255 W. ALAMEDA, GTH FLOOR,TUCSON,AZ 85701 PAGE 5 OF 25 PRINCIPAL CONTRACTOFFI 0 ER JENN MYERS. CPPB RH (62 0)837-41371 FAX:(520)791-4735 DEFECTIVE PRODUCT: All defectfve products shall be replaced and exchanged by the Contractor. The cost of transportation, unpncking, inspection, repacking, reshipping or other like expenses shall be paid by the Contractor. Alf replacement products must be received by the City within seven (7) days of initial notification. 4. PRICING, Prices/discounts shall remain firm and will Include all charges that may be incurred in fulfilling raquirement(s) for the twelve-month period following contract award_ Where applicable, pricing shall be determined by applying Offerors discounts to the pdoes listed on their manufacturer's price lists, retail price sleets, catalogs or by utilizing the reduced net pricing schedule. 5. SALES PROMOTIONS: In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct safes promotions involving pric(4 reductions for a specified lesser period. C. SERVICE REQUIREMENTS: The City is interested In evaluating the following categories of value-add services for fnclusfon in this contract. The categories include, but are not limited to, the following, 1. Sourcing: j 1. from non-catalog supplfers, 2. of Ilne card extensions of catalog suppllers, 3. for custom products, and 4. for OEM repair parks and accessories, Software Punch Out: The capability of your electronic ordering system to interface with an agencies inventory software system, 3. Installation, Repair, Maintenance and Turn-Key Solutions and Services: The ability to provide instnllatlon, repair, maintenance and turn-key solutions and services through Contractors business units, authorized manufacturer's facilities or other avenues_ 4. Inventory Solutions, Provide inventory management solutions for stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vendfng machines. Consulting and analysis solutions are also desirable, 5. Small Business Program: The ability to incorporate small business enterprises into your distribution, sales and product offarings. 6. Creenf5ustainability Program- a. Policies: Efforts and polleies pertaining to green and sustainabflity. b. Products: Impact on product offerings, C. Distribution. Impact in distribution. d. Recycling of Lamps: The ability to recycle lighting and electronic products. e. Lighti ng and Enargy Audits: The ability to perform lighting and energy audits. f. Certifications: The industry recognized certificatians and standards obtained. 7. Training & Education: The ability to provide on-site and/or online training and educational programs/seminars. I` Customer Support Services: The p6lieles or) replacements, returns. restocking charges, after hours service, after sales support, out of stock, order tracing, technical feedback, qualfty assurance for orders and drop shipments. 9. Other Services: Other value-acid services not included in above categories, Page 666 of 909 CITY OF TUOSON PEPARThAENT DF PROCUREMENT RIEQU EST FOR PROPOSAL N0. 192953 255 W.ALAM EDA, 6TH FLOOR,TUCSON,AZ 85701 PAGE 6 OF 25 PRINCIPAL CONTRACT OFF ICER:JFNN MYERS,GPP5 PH:(620)837-4137/FAX=(524)791-4 J INSTRUCTIONS TO OFFERORS 1. DEFINITION OF KEY WORDS USED IN THE 80LIICITATI0N: For purposes of this solialtat€on and subsequent contract, the following definitions shsII apply; City; The Clty of Tucson, Arizona Contract: Tho legal agreement executed between the City and the Contra oto rlConsuIts nt_ The Contract shsll Include this RFP document Incorporated hereln by reference, all terms, conditions, specifications, scope of work, Amendments, the Contractor's offer and negotiated items as accepted by the City, Contractor/Oonsultant: The individual, partnership, or corporatlon who, as a result of the cornpetitiva soil cltatlon process, is alvarded a contract by the City. Contract F±represeritotive: The City employee or employaos who have specifically been designated to act as a contact parson or parsons to the Contractor, and is responsible for rnonitoring and overseeing the Contractor's performance UndeT this Con[ract. Director of Procurement: The contracting authorlty for the City, �iuthorized to sign contracts and amendments [hereto on behalf of the CIty. May: Indlc.ates something that is not mandatary but permissible. Offeror: The indWIdual, partnership, Qr Corporation who submits a proposal in response to a solicitation, Shall, Wlll, Must; Indlcatez a mandatory requlromont. Failure to meet these mandatory roquiroments, if they conOtute a substantive requirement, may, at the City's sale dlsc�redon, result in the.rejection of a praposaI as non-responsive, Should: Indicates something that is recommended but not mandatory. If the Ofreror fails to provide recommended €nformMlon, the City may. at its sole option, ask the Offeror to provido the information or evaluate the proposal without the information, 2. PRE-PROPOSAL CONFERENCE: If scheduled, the date and time of a Pre-Proposal conference Is indicated on the cover page of this document. Attendanco at this conference is not mandatory, Written minutes and/or notes will not be available, therefore attendance is oncvuraged. If an Offeror €s unable to attend the Pre'Proposal Conference questions may be submitted in writing_ Offerors are oncaumged to submit written questlons, vla electronic anal/ at least nine days prior to the Raqumt for Proposal due date to the Oontract Officer listed above. Tha purpose of this conferen co will be to clarify contents of this K@quest for Proposal in girder to prevent any misunderstsncJIng of the City's position, Any doubt as to requirements of thls Request for Prapo!Bal or any apparent omisslon or discrepancy should be presented to the City at tide conference. The City will then) determine the appropriate actlon necessary, If any, and may issue a writlen amendment to the Request for Proposal_ Oral statements a instructlons w ll not oanstltute an amendment to this Request for Proposal. 3. INQUIRIES;Any question related to the Bequest for Proposal shall be dlfected to the Contract Officer whosa name appears above. An offeror shall not contact or ask questions of the department for whom the requirement is being procured. Tha Contract Officer may require any and all questions be submitted in writing. Offerors are encouraged to submit written questlons vla electronlc mall at least nine days prlor to the proposal due date. Any correspondence related to a solloltatlan should refer to the appropriate Request for Proposal number, page and parnraph number. An envelope containing questlons should be idonlfied as such, othenroise it pray not be opened untll after the official proposal due date and alma. Oral interpretations or clarifications will be without legal effect. Only questions answered by a formal wflften amendment to the Request for Proposal will be binding, 4. AMENDMENT OF REQUEST FOR PROPOSAL; Tho Offerer shell acknowledge recelpt of a Roquest for Proposal Amendrnant by signing and returning the document by the specified due date and tlme, B. FAM ILIAR17ATI0N OF SCOPE OF WORK-. Before submitting in proposal, each offeror shall faEmiliarizo itself with the Scope of Wark, laws, regulations and other factors affecting Contract performance_ The Offeror shall be responsible for fully understanding the requirements of the subsequent Contract and etherwlse satisfy itself as to /the axpenso and dlf oulties acoampanying the fulfillment of cQntract requirements. The submission of a proposal will constitute a representation of compliance by the Offerar. There will be no subsequent financial adjustment, other than that provided by the subsequent Contract, far lack of such familiarization. 6. PREPARATION'OF PROPOSAL: A. Ail proposals shall be on the forms provided In this Requast for Proposal packaga. It is permissible to copy these forms as required, Facsimiles ar electronic mail proposals Shall not be considered. B. At a minimum, your proposal should include the signed Offer and Acceptance form, signed coples of any solldtatlon amendments, completed price Page and your response to all evaluation cHteria. C. The Offer and Acceptance page shall be signed by a parson authorized to submit an offer. An authorized signature the Offer and Acceptance pege, Proposal Amendment(s), or corer letter accompanying the proposal documents sht,,, constitute an irrevocable offer to sell the good and/or service specified herein. Offeror shall submit any additional requested documentation, signifying intent to be bound by the terms of the agreement. D. The authorized person signing the proposal shall Initial erasure, inf:erlineatlons or other modlflcations on the}proposal. Page 667 of 909 CITY OF TUCS DIN DEPARTMENT OF PROW REN7GNT REQUEST FOR PROPOSAL N0. '1921W 255 W.ALAMEDA, 6TH FLOOR, TUCSDIN,AZ 857U PAGE 7 OF 25 PRINCIPAL CONTRACT 0FFICER:JFNN MYEIRS, CPPB PH; (528)83739371 FAX:(620)791-4735 E. In case of error in the extension or prices In the proposal, unit price shall govern when applicable, F. Perlods of#lme, stated as a number of days, shall be In calendar days. G. It is the res ponslbII ty of all offerors to examine the entire Request for Proposal package and seek clarification of any req uire mant that may not be oleer and to check all respansas for accuracy before submltting a proposal, Nagligance in preparing a proposal canfers no right of withdrawal after due dale and time. H, Tho City shall not reimburse the cast of developing:presenting, subinittin� or providing any response to this solicitation, I. Ofreror must list any subcontractors to be utilized In the performanco of tho services specifled hereln. For each subcontractor, details on respective qualifications must be included. 7. PAYMENT.DISCOUNTS: Payment discount pari ods shall be computed from the date of receipt of the material1servlce or correct invoice, whichever is later, to the date City's payment warrant is mailed_ Unless freight and other charges are itemized, any discount provided shall be taken on full amount of Involve. Payment discounts of twenty-one calendar days or more shall bo deducted from the proposed price In determining the price points. However, the Clty shall be entitled to take advantage of eriy payrnent discount offered by a vendor provided payment is made within the discount period. The payrnont discount shall apply to all purchases and to all payment methods. 18. TAXES; The City of Tucson is exempt from faderal excise tax, inofuding the federal transportation tax, 3 9. PROPDSALYSUBMITTAL FORMAT: An original and 9 copies (10 total) of onuh proposal should be submitted on the forms and in the format speclflad In the RFI . Offerors shall also submit one electronic copy of the proposal on cd, disc or zip disc In ASS Office 2010 or .pdf format. Any confidential Informstlon shaJ1 be submitted on a separate od, disc or zip disc, The original copy of the proposal should be clearly labeled "Original" and shall be single-slded, three halo punched end In a bindcf. The material' should be in sequence and related to the RFP. The sections of the submittal should be tabbed, clearly Identlflable and shouid Include a minimum of the fallowing sections: the completed Offer and Acceptance Form, all signed Amendments, a copy of this RFP document and the Offeror's response to the Evaluation Criteria Including the comply#ed Price Page, Failure to include the requested information may have a negative Impact on the evaluation of the offeror's proposal_ E7CCEPTIONS TO CONTRACT PROVISIONS,A response to any Request for Proposal Is an offer to contract with the City krased upon the contract provisions contained in the City's Request for Proposal, including but not limited to, the specifications, scope of work and any terms and conditions. Offer-ors who xvish to propose modifications to the contract provfsiona must clearly Identify the proposed deviations and any proposed substitute language. The provisions of the { Request for Proposal cannot be modified without the express w6dan approval of the Director or his designee, tf a proposal or ofrer Is returned with modifications to the contract provisions that are net expressly approved in writing by the DErec#or or his design&a,the oontract provisions contained in the CI#y's Request for Proposal shall prevail_ 11. PUBLIC RECORD: All proposals submitted in response to this Request for Proposal shall become thef property of the Clty and shall bocoma a matter of public record avallable for r�eviexv subsequent to the award notificatlon. � 's 12, CONFIDENTIAL INFORMATION: The City of Tucson is obligated to abide by all public information laws. If an Offeror r believes that any portion of a proposal, offer, speclfloa#ion, protest or correspondence contaIns lnforrmWon that should be withheld, a statement advlofng the Contract Officer of this fact should accompany the submission'and the Informa#loll shall be so identified wherever It appears. The City shall review all requests for conflderrtlallty and may provide a written ' determination to designate specified documents conildentlol or tha request may be denied. Price is not confidential and will not be withheld. If the confidential request is denied, such informatlon shall be disclosed as public informatfon, unfess the I offeror submits a formal written abjection, 13. CERTIFICATION: By signature on the Offer and Acceptance page, solldtatlon Amandmengs), or cover letter accompanying the submittal documents, Offeror oertlfles; A. The submission of the offer did not Involve collusion or Dther anti-competitive practloes, B_ The Offeror shall not discriminate against any employee or sppllcant for employment fn violation of Federaf of State laver, C. Tho Offeror has not given, offered to give, nor intends to give at any time hereafter,any ecenomlic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, meal or service to a public servant In conneotion with the submitted offer- D. The Offeror hereby cer tlfles that the Individual signing tha submittal is an outhorized agent for the Offeror and has the authority to bind tha Offeror to the Contraot, Page 668 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO.192163 255 W. ALAN FDA,6TH FLOOR,TUCSON,AZ 85701 PACE 8 OF 25 PRINCIPAL CONTRACT OFFICER:JENN MYER , CPPB PH:(520)837-41371 FAX: (520)791-47 ' 74 WHERE TO SUBMIT PROPOSALS: In order to be oansldered, the offeror must complete and submit Its proposal to t � City of Tucson Department of Procurement at the Iacatlon Indicated, prior to or at the exact date and time indicated on the Notice of Request for Proposal page. The Offeror'a proposal shall be submitted in a sealed envelope. The words "E1=ALED PROPOSAL" with the REQUEST FOR PROPOSAL TITLE. REQUEST FOR PROPOSAL NUMBER, PROPOSAL DUE DATE AND T1ME and OFFEROR'S NAME AND AD DRE S shall be written ort the envelope. I& LATE PROPOSALS: Late proposals wIII be rejected. 16, OFFER AND ACCEPTANCE PERIOD: In order to allow for an adequate evaluation, the Clty requires an ofFer In response to this sol icitaLlon fa be veIId and irrevoi table for ninety (90)clays after the proposal due date and tlme. 17. WITHDRAWAL OF PROPOSAL; At any time prior to the speolfied solicitation due date and time, an offeror may formally withdraw the proposal by a written letter or electronic mall from the Offoror or a designated representative. Telephonic or oral withdrawals shall not be considered. 18. DISCUSSIONS: The City reserves the right to conduct discussions with offerors for the purpose of eliminoting minor irreguladtles, informalities, or apparent clerical mistakes in the proposal in order to clarify an offer and assure full understanding of, and responsivonesz to, sollcitation requirements, 19. TAX OFFSET POLICY: If appllcable.in evalusting price propasals, the City shall include the amount of applicable business privilege tax, except that the amuunL of the City of Tucson business privilege tax shall not be included In the evaluation_ 24, CONTRACT NEGOTIATIONS: Exclusive or concurrent negotiations may be oanducted with responsible offeror(s) far the purpose of altering or othepvise changing tho onndltlons, terms and price of the proposed mnlract unless prohlbited. Offerors shall be accorded fair and aqual treatment in conducting negotiations and there shall -be no disclosure of any information derived from proposals submitted by competing offerors. Fxduslve or ooncurrant negotiations shell not constitute a contract award nor shall it confer any property rights to the successful offaror, In the event the City deems that negotiations are not progressing, the City may formally terminate theso negoilatlons and may enter Into subsequ r' concurrent or exclusive negotiations with the next most qualified firm(s). 21. VENDOR APPLICATION: Prior to-the award of a Contract, the successful offeror shall register with tha City's Dapartment of Procurement. Registration ran he completed at h t :1lvo.vw,tucson rourement.comr by clicking on Vendor Services. Please note that email notlficatlons of nowly published solicitations and amendments vrill be provided to those vendors that select email as thelr prefiered delivery method in their vendor record, 22. CI7Y OF TUCSON BUSINESS LICENSE: It is the responsibllity of the Cantractor to have a City of Tucson Business License throughout the life of this contract or a wrltten determination from the City's Business License SBction that a license Is not requirad. At any ilme during the contract,the City may request the Contractor to provide a valid copy of the business license cr a wrliten deterrninatlon that a business license Is not requlred. Appllcation for a City Business License can be completed at htt :ffiAmw.tucsonaz. ovlatax. For questions contact the City's Business L.icense Section at(520)791-4 566 g email at tax-liren se-Ttucsonaz,crov., 23. UPON NOTICE OF INTENT TO AWARD: The apparent successful offeror shall sign and Me with the City, within five (5) days after Notice of Intent to Award, all documents necessary to the successful execution of tho Contract. 24. AWARD OF CONTRACT; NobA ithstnnding any other provision of the Request for Proposal, the City reserves the right to, (1)waive any Immaterial dafact or Informality;or (2)reject any or all proposarls. or portions thereof; n (3)reissue the Request for Proposal. A response to this Request for Proposal is an offer to conLract with the City based upon the terms, conditions and Scope of Work contained In the City's R@quest for Proposal. Proposals do not 0ecome contracts uniess and untlI they,are executed by the Clty's Director of Procurement and tho Olty Atlorney, A contract has its inception in the award. eliminating a formal signing of a separate contraot. All of the terms and conditions of the contract are contalned In the Request for Proposal. unless any of the terms and conditlons are modified by a Request for Proposal amendmenL, a Contract Amendrmont, or by mutually agreed terms and conditions in the Contract documents, 25. PROPOSAL RESULTS: The name(s) of the successful offeror(s) will bo posted on the Procurement Department's late site at hitp..-'vwv,+,,i.tucson r curement.comf upon Issuanoe of a Notice of Intent to Award or upon flnal contract exeoutlan. ._ Page 669 of 909 CITY OF TUCSON DEPARTA4ENT OF PROCUREMENT REQUEST FOR PROPOSAL NO, 192163 265 W.ALAMEDA. 6TH FLOOR, TUCSON,AZ 85701 PAGE 9 OF 25 PRINCIPAL CONTRACT OFFICER:JENN MYERS, CPPB PH: (520)837-41371 FAX; (520)791-4735 26. PROTESTS: A protest shall be Jn wrlling and shall be Mod w1th the Director of Procurement. A protest of a Request for Proposal shall be received at the Department of Procurement not less than five (5) working days before the Request fvr Proposal due date. A protest of a pmposad award or of an award shall be filed within ten (10) days after isSrlance or notif1cation of axvrard or issuance of a notice of Intent to award, as�ipplicabla.A protest shalJ include; A. The narne, address; and teluphana numbor of the protestant; k B. The signature of the protestant or its representative; C. Identification of the Request for proposal or Contract number; D. A detalIed statement orthe legal and factual grounds of protest including cop les of relevant documents; and E. Tho farm of roll of requested. I I I I i I I i I r I I I i ' I l� i A 1 r I I Page 670 of 909 CITY OF TUCSON t7EPARTMENT OF PRO CU REIVIENT REQUEST FOR PROPOSAL NO. 192163 255 W. ALAN EDA,6TH FLOOR, TUCSON,AZ 85701 PACE 10 OF 25 PRINCIPAL CONTRACT OFFICRR;JENN MYER , CPPS PH: (1320}837-41371 FAX: (520)791-47 PROPOSAL EVALUATION REQUIREMENTS I. PROPOSAL EVALUATI 0N CRITERIA —(Ilsted In relative order of Importance) A. Method of Approach B. Price Proposal C. Qualifications & Experience II. REQUIREMENTS SPECIFIC TO VALUATION CRITERIA: The narrative portion and the materials presented in response to this Request for Proposal should be submitted In the same order as requested and must oontain, at a minimum, the following; A. Method of Approach 1. Provide a response to the national program. a. Include a detailed response to Attacliment A, Exhibit A, ONIINIA Partners Response for National Cooperative contract. Responses should highlight experience, demonstrate a strong national presence, describe ]pow offeror will educate its national sales fare about the contract, describe how products and services will be dMributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners, b, The successful offeror will be required to sign Attachment A, Exhibit B, OMNIA Partners Administration Agreement. Offerors should have any reviews required to sign the docurn""' prior to submitting a response. Offeror's response should include any proposed exceptid to the 0 M NIA Partners Administration Agreement. c. The successful offeror will be required to fill out Exhibit F — Federal Funds Certification and Exhibit G — New Jersey Business Gomp]iance In its entirety. . Product a. Provide a detailed written response illustrating how the products offered will meet the requirements of this solicitation. Offerors shall provide the proposed product linea that will meet the Product Requirements of this solicitation. Offerors shall identify and describe thelr MRO categories. For each proposed category, describe in detail and provide at a minlmum the following types of information: 1. Identification and description of product categories offered 2. Identification and description of sub categories 3. Identification and description of manufacturers within each sub category b, What is the total number of products offered in your catalog? Are all catalog products stocked in your distribution warehouses? c. How are green products Identified in your catalog? Online ordering? d. Do you offer "Private kine" products? Please describe. e. Submit all information that will aid the City in evaluating your proposal, Page 671 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO. 192163 256 W.ALANIEDA, 6TH FLOOR, TUCSON,AZ 85701 PAGE 11 OF 25 PRIN01PAL CONTRACT OFFICER'JENN VYER , CPPB PH; (62 0)837-4137? FAX;(524)791-4736 3. Services a. Provide a detailed written response illustrating how the services offered will meet the requirements of this solicitation. Offerors shall provide the proposed services that will meet the Ssrvice Requirements of this solicitation, For each proposed category, describe and/or provide details explaining your capabilitles. In your response include Informat[on such as: I. Policies and programs detailing your efforts in these areas. 2. Literature explaining your capabilities, 3. Submit all information that will aid the City in evaluating your proposal. b. Describe haw you will roll out your program to City of Tucson staff'? Include In your discussion training,education, meetings, informat[an gathering, annual contract awareness event, oto. r c. Describe how you will develop and maintain relationships with key department end users to convert sales to this contract, offer relevant solutions, problem solve, introduce now products or services, etc, d. Describe your sales and reporting capabilities. What Tavel of detail [s available? 4. Ordering and Invoices a. Describe your ordering capacity (reta[I locations, telephone, fax, Internet, etc.). Provide details of the capabllitles of your E Commerce website including ability to display contract pricing, on-line ordering, order tracking, search options, order history, technical assistance, I[sts, technical data and documentation, identification of alternate green products, etc. b, describe your invoicing process. Is electronic invoicing available? Is surnrnary invo[cing available? Are there other options on how en agency receives an invoice? Submit sample I invoices. c. Describe haw problems ^ such as a customer ordering a wrong product; a customer receiving a defective of wrong product; etc_ -- are resolver[, i d. Describe how your firm measures performance including identification, calculation, tacking and reporting of measurements. What is your stock flfl percentage rate, by line item, of the orders filled without backorders? e. If providing for retail location purchases, describe how agencies choosing to pick up products at a reta[I location will receive the correct contract pricing. i f. Describe your process for identifying out of stook items and the options available to ordering � agencies, such as. request a back ordered item, requesting a substitute item and cancelling � the item from the order. S. OtherlValue Add a. Describe any govemment rebate or government incentive programs applicable b. Describe how your firm will meet the monthly usage reporting cr[teria. Submit a sample report, 1` c. Please include any value-added services that have not been fisted in the scope of work. Servioes could include, but not limited to, safety shoe program, additional inventory managernent, emergency preparedness services, safety glove programs eta. Page 672 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREM rzNT REQUEST FOR PROPOSAL NO.192163 255 W.ALAMEDA. GTH FLOOR,TUCSON,AZ 55701 PAGE 12 OF 25 PRINCIPAL OONTRAG7 OFFICER,JENN MYERS, OPP5 PH-.{520)837-}1371 FAX_(520)791,47' S. Price Proposal 1. Provide a price proposal as requested on the Attachment B — Price Page. I Core Lists a, Market Basket — Provides for the deepest discounts, as listed on the category discount sheet, on a variety of products to agencies nationwide. Products in this list represent the largest annual spend in terms of dallara and/or highest volume in terms of quantity. Pricing for Market Basket Itoms shall be provided to all Partiaipating Agencies, b_ Functional Alternatives — Provide items which can be substitutes for the corresponding items on the Market Basket which might provide better value but meet the same need. Items In the Functional Alternatives section of the price page %-+III be evaluated as value-add items for the National Program, Pricing for 'Functional Alternatives shall be provided to all participating agencies. i, Using Attachment B, Price Page. complete tho columns specified resulting in the proposed discount and net contract price for items offered nationally. ii. Using Attachment R, Price Page, complete the Category Discount page listing the percentage off discount price for each category provided. iii. Haw often does the Offeror propose to update this Iist? Are there certain products that should be updated more frequently thaIn ethers? b. Customized Core List by Agency, individual local and state departments, and regional cone lists— In addition to the National Core List, Offerors may provide customized core lists to agencies. i. Describe Offeror's ability to provide customized core lists to agencies; ii. The number of items Offerer proposes to provide on a dustomized core list; ` iii. Maw often does the Offeror propose to update customized core Gists; V Describa any agenay size or volume limitations. c. Catalog Pricing; Provide pricing for products not included in items 1,a. and 1.b. above, I, Describe how you will price catalog items that are not listed on the Market Basked Itst. That is, by product category, sub-product categury; manufacturer, etc. it. Disclose the number of items in each product category and in the catalog d. Seasonal or Special Pricing, Descrlbe any programs offered to promote special pricing to Participating Agencies. 2. Describe how services proposed will be priced, 3. The City's expectation is that the proposed pricing shall include delivery to Tucson and Participating Public Agencies. Based on your distribution network, explain the impact of such priding to the City, Participating Public Agencies residing in large metropolitan areas and Participating Public Agencies residing in rural area. Propose an optimal solution(s) that would provide Particlpating Public Agencies with the best pricing tndtuding freight costs. 4. Propose a piar3 to adjust pricing as market conditions change. The plan must be verifiable and auditable_ Identify calculation, formula, components, index, etc. 5. State if pricing is most favorable offered to government agencies, Describe how your firm ensure this contract will continually offer the best pricing available to Participating Pu . Agencies. Page 673 of 909 CITY OF TUCSON 0EFARTMENT OF PROOUREN-IENT REQUEST FOR PROPOSAL NO. 192163 255 W ALA MEDA,6TH FLOOR, TUCSON,AZ 55701 PAGE 13 OF 25 PRINCIPAL CONTRACT OF FICER:JENN MYE RS, CPPE PFI:(520)637-41371 FAX: (620)791-4735 6, Provide details of and propose additional discounts for volume orders, special manufacturer's offers, minimum order quantity, free goods program,total annual spend, etc. 7. Provide information on any ordering methods—such as electronic ordering or payment via p and or EFT — or other criteria which entitle the using agency to additional discounts off of a manufacturer's price list. If so. please provide the percentage discount. S. Provide your payment terms,. 9. As stated in the Instructions to Offerors, 7. Discounts, the prlce(s) here€n can bo dlsoounted by %, if payment is made within days. These payment terms shall apply to nil purchases and to all payment methods. I 10. Will payment be accepted via commercial credit card? Yes No a. if yes, can commercial payment(s) be made online? Yes No b. Will a third party be pracessing the commercial credit card payrnent(&)?_Yes _No c. If yes, indicate the flat fee per transaction . (as allowable, per Siectlern 4,9 of the MasterCard Transaction Processing RvJes), d. If "no" to above, will considerat€on be given to accept the card? Yes No 11. Does your firm have a City of Tucson Business License? Yes No If yes, please provide a copy of your City of Tucson Business I€ceosa, ' C. Qualifications and Experience 1. Provide a brief history and description of your company. . Provide a statement of your annual sales for the past 3 years. 3. Highlight experience and strong national pr88ence in the MRO industry. j 4. Provide tha total number and location of sales persons employed by your firm. 5. Number and lacatlon of support centers (if applicable), 6. Descr€be the qualiiicatlons of your sales }personnel and techn€pians, 7. Prov Ae a Iisting of key personnel who may be assigned to the Oity's contract, Inolude their title within your organization and the description of the type of work they may perform. Please identify an executive corporate sponsor who will be responsible for the overall management of the awarded Master Agreement. S, Summarize your a perianoe In providing product and services similar to that outlined in the Scope of Work. Provide a minimum of three references for which you have provided similar products and services. References from other public agencies, particularly municipal govern mants, are preferred. Please Include company name, address, phone, email. and contact person, 9. Please submlt any additional information that you feel is applicable to your qualificatlons and f experience. Page 674 of 909 GI TY OF TUCSON DEPARTMENT OF PROCUREMENT FtMUEST FOR PROPOSAL NO. 192783 255 W,ALAMEDA, 6TH FLOOR, TU `ON,AZ 85701 PAGE 14 OF 25 PRI NOIPAL CONTRACT 0FFICER:JENN MYERS, OPPQ PH: (524) 637-4137 r FAX: (520)79;-47. III. GENERAL A. Shortlist: The City reserves the right to shortlist the offerors on the stated criteria. However, the City may determine that shoftlisting is not necessary, B. Interviews: The City reserves the right to conduct interviews with some or ali of the offerors at any point during the evaluation process. However, the City may determine that Interviews are not necessary. In the event interviews are conducted, information provided during the interview process shall be taken into consideration when eva[uating the stated criteria. The City shalt not reimburae the offeror for the costs associated with the interview process, C. Additional Investigations: The City reserves the right to make such additional investigations as It deems necessary to establish tha competence and financial stability of any offeror submitting a proposal, D, Prior Experience: Experiences with the City and entities that evaluation committee members represent and that are not specifically mentioned in the solicitation response may be taken into consideration when evaluating offers. E. MUItiPIG Awards: To provide adequate contract coverage, at the City`s sole discretion, multiple awards may be made. i Page 675 of 909 CITY OF TUCSON DEPARTIVI ENT OF PROCUREMENT REG UEST FOR PROPOSAL NO. 192163 255 W.ALAMEDA, 6TH FLOOR,TUCSON, A2 65701 PAGE 15 OF 25 PRINCIPAL CONTRACT OF FI CLR.JENN N-1YERS. CPPB PH; (524)837-4137 r FAX:(520)791-4735 SPECIAL. TERMS AND CONDITIONS 1. COOPERATIVE PURCHASING: Any Contract resulting from this solicitation shall be for the use of the City of Tucson, In addition, public and nonprofit agencies that have registered with OVINIA Partners or entered into a Cooperative Purchasing Agreement with the City of Tucson's Department of Procurement are el€gible to partic€pate in any subsequent Contract. See http:llwwkv.tuesonprocurement.00m�ccoppartnars,arspx and click on Cooperatives for a list of the public arnd nonprofit age noles that have currently entered into Cooperative Purchasing Ag reements with the City of Tucson. Additional€y: this contract is eligible for use by the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See htt :)i%v vv.mesaaz. ovfiiomelsho document?[d=236,38 for a listing of participating agencies, The parties agree that these Ifsts are subject to change. ' Any orders placed to, or services required from, the successful Contractor(s) will be requested by each participating agency. Payment far purchases made under this agreement Will be the sole msponsibility of each participating agency. The Contractor may negotiate additional expenses incurred as a result of partic€pating agencies' usage of this contract (€.e., freight charges, travel related expenses, etc.). The City shall not be respcnslble for any disputes arising out of transactions made by others. ' The Contractor(s)will provide an electronic copy of the complete Contract to the City of Tucson Department of Procurement upon rece€pt of the Notice of Intent to Award. At the City's request. the successful Contractor(s) may also be requested to provide an electronic copy of the complete Contract to a participating ' age nay, FEDERAL, STATE AND LOCAL TAXES, LICENSES AND PERMITS: The Supplier shall Ccmply with all Federal, State, and local licenses and permits required for the operation of the business condu.cted by the { Supplier as applicable to this Con#ract. The Supplier shall, at rr.o expense to the City, OMNIA Partners, or other Participating Public Agencies, procure and ksep in force during the entire period of the Agreement al[ such permits and licenses, 3. SUBCONTRACTORS: No subcontract shall be made by the contractor with any other party for furn€shing any of the services herein contracted for without the advance wriitten approval of the Department of Procurement. All subcontractors shall comply with Federal and State laws and regulations that are appiicrable to the Services covered by the subcontractor and shall include all the terms and conditions set forth herel n which shall apply with equal farce to the subcontract, ars if the subcontractor were the Contractor referred to her4An. Contraactor is responslble for aantract performance whether Dr not subcontractors are used_ 4. FOB DESTINATION FREIGHT PREPAID: Prices shall be FOB Destination Freight Prepaid to the delivery location designated. Contractor Shall retain title and control of alt goods until they are delivered and the Contract of oove rage has been completed. All risk of transportatlon and a1 related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor, The City will assist the Contractor in arranging for inspection. 5. PAYMENTS: AtiilI payments made by the City of Tucson for goods or servioee will be made to the vendor named on the Offer and Acceptance form. If you do not wish payment to be made to that address, you must submit an attaohed sheat indicating the proper mailing address with this bid. 6. RIGHT TO TERMINATE FOR CHANGE IN OWNERSHIP OR MATERIAL RESTRUCTURE OF THE (" CONTRACTOR: In addition to the Terminat3on of Contract clause In the Standard Terms and Conditions section of this so€icitation and resulting oontract, the City reserves the right to cancel the whole or part of this contract within 60 clays written notice of the completion of any material change of ownership in the Contractor's company, including its sale, merger, consolidation or dissolution. Page 676 of 909 i CITY OF TUCSON DEPARTMENT OF PROCUREMFNT REQUEST FOR PROPOSAL NO. 192103 255 W.ALAMEDA,6TH FLOOD,TUCSON,AZ 85701 PAGE 16 OF 25 PRINCIPAL CONTRACT OFFICER:JENN MYERS, CPPB PH' (520)837-'41: 7 I FAX;{520)7D1-47�' 7. TERM AND RENEWAL,: The term of the Contract shall cornrnence upon award and shall remain in effect for a period of three (3) year's, unless terminated, canceled cir extended as othenvise provided herein. The Contractor agrees that the City of Tucson shall have the right, at its sole option, to renew the Contract for two ; (2) additional ane-year periods or portions thereof. In the event that the City exercises such rights, all terms, conditions and provisions of the original Contract shall remain the same and apply during the renewal period with the Possible exception of price and minor scope additions andfor deletions. S. PRICE ADJUSTMENT: The City III review fully documented requests for price adjustment at the end of tha Contract's first year. Subsequcnt'fully documented requests for price adjustment may be made at the ,Gnd of each Contract year that the Contract is[Ti effect, Price adjus#menta may be a consideration In the continuance and/or renewal of the contract. The City wl II determine whether the requested price adjustment OF an alternate option, is in the best Interest of the Clty- 9. 1NSURANCE: The Contractor agrees to: A. Obtain insurance cov4+ rage of the types and amount required in this section and keep such insurance coverage in farce throughout the life of this contract. All policies will eontain an endorsement providing that written notice be given to the City at least 30 days prior to termination or cancellation in coverage in any policy, and 10 days notice for cancellation due to non-payrin e nt in premium. B. The Commercial General Liability Insurance and Commercial Automobile Liability Insurance Policies will include the City as an additional insured with respect to liability arising out of the, perfofrnance of this contract. Such additlonal insured shall be covered to the 'full limps of I€abi; purchased by the Contractor, even if those limits of liability are In excess of those required I t ;: Contract. The insurance hereunder will be primary and that any insuranca carried by the City will be excess and not contributing. C. Provide and maintain minimum insurance limits as applicable; COVERAGELIMITS OF LIASILIT _ _'. .•;r.;rk;: ;,-=x:t,;`.i'-_= .,. rm-_ _;�.;{,;-:gip v'=..'k-_ Policy shall include Bodily Injury, PropertyDamage, Personal Injury and Broad Form Oontmotual Liability Each Occurrence $1.000,000 General Aggregate 2.00 ,000 Products & Completed Operations ,aggregate $2,000,000 Personal and Advertising Injury $1,000,.000 Blanket Contractual I iahilit _ $1,000,000 Policy shall include Bodily Injury and Property Damage, for any owned, Hired, and/or Nen-owned vehicles used in the operatlon, installation and maintenance of facilities under this agreement. Combined Sin Ile Limit $1,000,000 'Ill ;r:: = Per Occurrence Statutory Employer's Liability $1,000,000 Disease Each Employee $1,000,000 Disease Policy Limit X1,000,000 +4 ° Sole Prapr' tar{Indeuendent Contr. cr designation is diva r to ti)ose who desire to waive their ghts for workers' tompensatf�,� coverage and 4ieneks as outlined in ARS§ 23-901 acid spaelflcally ARS § 2P9,61 [% If applitoble, please request the Sole Proprietor/Independent Contr¢ctor form from the Car,Cract Officer listed In the so//citation, Page 677 of 909 CITY DF TUCS0N DEPARTMENT OF PROCUREM ENT REQUEST FDR PROPOSAL NO. 182163 255 W.ALAMEDA. GTH FLOOR, TUCSON,AZ 85701 PAGE 17 OF 25 PRINCIPAL CONTRACT 0FFICF;R.JENN MYERS, CPPB PH; (524)837-41371 FAK (520)791-4735 D. ADDITIONAL INSURANCE REQUIREMENTS: Policies shall be endorsed to include the following provisions: 9, A waiver of subrogation endorsement in fever of the Clty of Tucson, for losses arising from work performed by or on behalf of the Contractor {inoluding Worker's Compansaticn). 2. The Insurance afforded the contractor shall be primary insurance and that -any insurance carried by the City of Tucson and its agents, officials or employees shall be excess and not contributory. 3. Coverage provided by the Contractor shall not be limitad to the liability assumed under the indemnification provisions of this Contract:. I E. N07ICE OF COVERAGE MODIFICATIONS: Any changes material to Pao mp€lance with this contract in tha insurance policies above shall require 10 days written notice frorn-the Contractor to the City of Tucson, Such notice shall be sent directly to the Department of Procurement, F. ACCEPTABILITY OF INSURERS: Contractors insurance shall have ars A.M. Best" rating of not less than A:VII. The City of Tucson in no way warrants that the required minimum insurer rating is sufficient to protect the C ontractor from potential insurer insolvency. i G. VERIFICATION OF COVERAGE: Contractor shall furnish the City of Tucson with certificates of insurance (ACORN form or equivalent approved by the City of Tucson) as required by this Contract, The certificates far each insurance policy arcs to be signed by an authorized represent;ative. I All certificates and andomemonts are to be receivers and approved by the City of Tucson before � work commences. Each insurance policy required by this Contract must be in effect at or prior to i commencement of work and remain in effect for the duration of the contract anti two (2) years after completion. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal upon the City's request, is a material breach of contract. j All certificates required by this Contract shall be sent directly to the Department of Procurement. f The City of Tucson project/contract number and project description shall be noted on the certificate of insurance, The City of Tucson reserves the right to require complete capias of all insurance policies required by this Contract at any time. H. SUBCONTRACTORS: Contractors' certificate(s) shall inolode all subcontractors as insureds under its policies or Contractor shall furnish to tha City of Tuoson separate certificates and endorsements j for each subcontractor. All coverages for subcontrectars shall be subject to the minimum � requirements identified above. f I. EXCEPTION: In the event the Contractor or sib-contractor{s}islare a }public entity, than the Insurance Requirements shall not apply. Such public entity shell provide a Certificate of Self- Insurance Page 678 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO. 192163 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PAGE 16 OF 25 PRINCIPAL CONTRACT OFFICE.RJENN MYERS. CPPB PH:(624)937-41371 FASO: (520)791-47 -.... STANDARD TERMS AND CONDITIONS I. ADVERTISING: Contractor shall not advertise or publish informatlon concerning this Contract without prior written consent of the City's Director of Procurement. , AFFIRMATIVE ACTION: Contractor shall abide by the provisions of the Tucson Procurement Code Chapter 28, Article ?CII. 3. AMERICANS WITH DISABILITIES ACT: The Contractor shall comply with all appllcable provisions of the Americans with Dlsabllltles Act(Public Law 1071-336, 42 U. ,C. 12101, et seq.) and applicable Federal regulations under the Act, 4. APPLICABLE LAW: This Contract shall be governed, and the City and Contractor shall have all rernedles afforded to each, by the Tucson Procurement Code and the law of the State of Arizona. State law claims shall be brought only in Pima County Superior Court. 5, ASSIGNMENT-DELEGATION: No right or interest in this Contract shall be assigned by the Contractor without prior vvdtten permission of the 0140, and no delegatlon of any duty of the Contractor shall be made without prior written permission of the City's Director of Proourament, The City shall not urireasonably withhold approval and shall notify the Contractor of the Cflty's position by written• notice. S. C:HILL)ISWEAT-FIRER LABOR POLICY: The ContraEotor shall comply with all applicable provisions of the United States Federal and State Child Labor and Workers Dight lavA, and agrees if called upon to affirm in writing, that thoy, and any subcontractor involved in the provision of goods to the City,,are In compliance. 7. CLEAN UP: The Contractor shall at all times keep the contract area, Inoluding storage are&S used by the Contractor, free from accumulation of waste materlaI er rubbish and, prior to completion of the work, remove any rubbish from the premises and all tools. scaffolding, equipment and materials not property of the CIty. Upon completlon of the rep ` the Contractor shall leave the work and premises In clean, neat and workmanlike condition, 8. COMMENCEMENT OF WORK: The Contfactor Is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives purchase order or is otherwise directed to do so, in writing: by the City, 9. CONFIDENTIALITY OF RECORDS: The Contractor shall establish and maintain procedures and controls that are acceptable to the City far the purpose of assuring that no information contained In Its records or abtalned from the Clty or from others irr carrying out lts functions under the Contract shall be� used by or disclosed by it, its agents, officers. or employees, except as required to efflclently perform duties under the Contrast. Persans requesting such information should be referred to the City_ Information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under the Contract, Unless otherMse agreed to in writing by the City. 10, OONTRACTAMENDMENTS: The Procurement Department has the sole authority to, A. Amend the contract or enter Into supplemental verbal or written agreements; I3. Grant time extensions or contract renewals; C. Otherw1se modify the scope or terms and provisions of tha contract_ This Contract shall only be modified with the approval of the Department of Frocurement. Except in the case of a dacurnented emergency, approval must be granted prior to performance. Any contract modification not explicitly approved by the Procurement Department through a written contract amendment or change order is performed at the sole risk of the Contractor arLd may not be eligible for payment by the City, 1'f. CONTRACT: The Contract shall be based upon the Request for Proposal issuad by the City and tho Offer submitted by the Contractor in response to the Request for Proposal. The offer shall substantially conform to the terms, conditions, specificatlons and other requirements set forth within the text of the Request for Proposal, The Ci#v reserves the right to clarify any contractual terms with the ooncurrence of the Contractor; however, any substa nonconformity In the offer,as determined by the City's Director of Procurement, shall be deemed non-responslve ._ the offer rejected, The Contract shall contaln the entire agraement between the City of Tucson and the Contractor relating to this requirement and shall prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements In any fon-n Page 679 of 909 CITY OF TUCSON DEPARTMENT OF PRO CUREMEHT REQUEST FOR PROPOSAL NO. 1EI2163 255 W-ALAMFDA: 6TH FLOOR, TUCSON,AZ 85701 PAGE 19 OF 25 PRINCIPAL CONTRACT OFF ICE R;JENN MYERS, CPPB PH:(520)837-4137!FAX: (520)791-4735 I .12. DEFAULT IN ONE INSTALLMENT TO CONSTITUTE TOTAL BREACH; Contractor shall deliver conforming materials in each insWllment or lot of this Contract and may not substitute nonconforming matorlals. Delivery of nonconforming materials, or default of any nature, may constitute breach of the Contract, Noncompliance may be deemed a cause for possible Contract termination. 13. DUPLEEDfRECYCLED PAPE R: In accordance with efficient resouroe procurement arrd utilization policies adopted by the City of Tucson, the Contractor shEIl ensure that, whenever practicable. all printed material's produced by the � Contractor in the performance of this Contract are iduplexed (two-sided -copies), printed on recycfed paper and labeled as such, 14. E=QUAL PAY: The Contractor shali comply with the applicable provisions of the Equal Pay Act of 1963 (Pub.L_ 58-38, � 29 U.S.C. coction 206(d)); Title VII of the Civil Rig.110 Act of 1854 (Pub,L. 85-352. 42 U.S.C. 2050e ef_seq., and, the Lily Ledbetter Fair PBy Act of 2009 (Pu b.L. 111-2), 15, EXCLUSIVE POSSESSION: AJJ services, infomation, computer program elements, reports and other deliverables created under this Contract are the sole property of the City of Tucson and shall not be used or refeased by the Contractor or any other person except with prior written permission by the City. I 16. FEDERAL IMMIGRATION LAWS AND REGULATIONS: Contractor warrants that it complies wlth all Faderai Immigration laws and regulatlons that relate to its employees and complies with A.R.S. § 23-214(A) and that it requires the same compliance of all subcontractors under this Contract. Contractor acknowledges that pursuant to A.R.S. § 41-4401 and effective September 30, 2008, a breach of this warranty is a material breach of this Contract subject to penaltles up to arfd including termination of this Contract. The City retains the legal right to audit the records of the Contractor and inspect the papers of any employee who works for the Contractor to ansure complianoe with this warranty and the Contractor shall asslst iri any such audit, The Contractor shall include the requirenTents of this i paragraph In each contract with subcontractors under this Contract, I I If the Contractor or subcontractor warrants that it has complied with the employment verificatlon provisions prescribed 1 by. sectlons 274{a}and 274(b) of the Federal Immigration and Nationallto Act and the E-verify requirements presodbed by A.R.S. § 23-214(A), the Contractor or subcontractor shall be deemed to be in compliance with this provl8ian. The 1 City may request proof of such compliance at any time during the term of this Contract by the Contractor and any subcontractor, 2 17. FORCF-MAJEURE: Excspt for payment of sums due, neither party shall be liable to the other nor deamed in default { under this Contact if and to the extent that such party's performance of this Contract is prevented by treason of Faroe Marjeure_ The term "Force Majeure" means an occurrence that is beyond the control of the party affected and occurs wlthout its fault or negligence. Force Majeure shall not include late performance by a subcontractor unless the delay i arises out of a Farce Majeure orcurrence In accordance with this Force Majeure term and Condition. If either party is delayed at any Urne in the prograss of the work by Force Majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practical, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be hand-dellvered or mailed certified-return receipt and shall make a specific reference to this article, thereby Invoking Its provisions, The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when It has done so. The time of oornpletion shall be extended by oontract modification for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance wit4 this Contract, 16. GRATUITIES: The City may, by written notice to the Contractor, terminate this Contract if it Is found that gratuities, in the form of entertainment, gifts, meals or otherwlse, were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or emplayea of the City amending, or the making of any determirlations with respect to the performing of such Contract. In the event this Contract is terminated by the City pursuant to this provision, the City shall be entitled, in addition tD any other Nghts and remedles, to recover or withhold from the Contractor the amount of the gratuity. . HUMAN! RELATIONS: Contractor shaIf abide by the provlslons of the Tucson City Code Chapter 28, Article XII. 20. INDEMNIFICATION; To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, shall pay, defend, indernnify and hold harmless Clty of Tucson, its agents, representatives, officers, d1rectors, off icfaIs and employees from and against all allegations, demands, proceedings, sults, actions, claims, including claims of patont Page 680 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO. 182163 255 W. ALAMEDA, GTH FLOOR,TUCSON, AZ 85701 PAGE 20 OF 25 PRINCIPAL CONTRACT OFFICER:JENN MYERS. CPPB PH: (520)837-41371 FAX,,(520)791-47 or copyright infringement, damages, losses, expenses, including but not limited to, a[tomey fees, court costs, and # cost of appellate proceedings, and all claim adjusting and handling expense, related to, arlsing from or out of or resulting from any actions, acts, errors, mistakes or ornlsslons caused in hol[+ or park by Contractor relating to work, services arldlor products provided in the performanoe of kms Contract, Including but not limited to, any Subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable and any injury or damages claimed by any of Contractor's and Subcontractor`s employees. It Is agreed that Contractor will be responsible for primary loss Investigation, defense and judgment costs where this indemnlfrca.tlon N applicable. The Contractors agrees to waive all rights of subrogation against the City of Tucson, It's agents, re pre Bentatives, officers, directors, officials,.employees and +voluntee rs for losses arising from the work performed by the Contractor far the City of Tucson. Contractor% responsible for campIlanre with the Patlent protection and Affordable Care Act{ACA},for its employees in accordance with 26 OFIR §54. 4980H. Additionally, Contractor is responsible for all applicable IRS reporting requirements related to ACA. If Contractor or any of Contractor's employees is certified to the City as having received a premium tax credit or cast sharing reduction which contributes to or triggers an assessed penalty a.galnst the City, or Contractor fails to meet reparkng requirements pursuant to sectlon 8056 resulting in a penalty to Cit}, Contractor indemnifies City from and shall pay any assessed tax penalty- 21, INDEPENDENT CONTRACTOR: It is understood that each party shall act in its indIvIdual capacity and riot as an agent, employee, partner, jolnt venture, or associate of the other, An employee or agent of one ,party shall not be deemed or construed to be the employee or agent of the other party for any purpose, The Contractor shall not be entitled to compensation in the form of salaries, holldays, paid vacation, sick days, or pension contributlons by the City, The City of Tucson will not provide any insurance coverage to the Contractor, including Worker's Compensation coverage. The CiDntraCtor is advised that taxes: social security payments, and other withholdings shall not be withheld from a City payment issued under this Contract and that Contractor should make arrangements to directly pay such expenses. Contractor is responsible for compliance with the Affordable Caro for Contractor and any of Contractor's employees. . 22. INSPECTION AND ACCEPTANCE: All material or service is subject to final inspection and acceptance by the City. Material or service failing to conform to the speclficatlons of this Contract shall be held at the Contractor's risk and may be returned to the Contractor. If returned, all costs are the responsibility of the CantraCtor. Noncompllarice may be deemed a cause for possible Contract term inatlon. 23. INTERPRETATION-PAROL. EVIDENCE: Thls Contract is intended by the parties to be a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between the parties and no usage of the trade sh-all be relevant to supplement or explain any term used In the Contract. Acceptance or consent in the course of performance under this Contract shall not be relevant to determine the meaning of this Contract even though the accepting or consenting party has knowledge of the nature of the performance and the opportunity to object, 24, ISRAEL BOYCOTT DIVESTMENTS: Acceptance of the contract warrants that the vendor is in corn plianoe with A.R, , § 35-393 and does not participate in a boycott of Israel as that term is defined within A.R.S. §3 -�93. 25. LICENSES: Contractor shall maintain in current status all Federal, State, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract. 26. LIENS: All materials. services, and other deliverables supplied to the City under this Contract shall be free of all liens other than the security interest. security interest shall extingul h upon full payment made by the City. Upon the City's request, the Contractor shall provide a formal release of all liens. 27. NO REPLACEMENT OF DEI"ECTIVE TENDER: Every tender of materials must fully comply with all provisions of this Contract. If a tender is made which does not fully comply, this shall conform to the termination iclause set forth within this document. 28. NON-EXCLUSIVE CONTRACT: Any contract resulting from this sollcitatian shall be awarded with the understand. and agreement that it is for the sole convenient-,of the City of Tucson. The City reserves the rlght to obtain like goods or services ffom another source when necessary, Page 681 of 909 CITY OF TUCSON DEPrARTMENT OF PROOIJKI;N ENT REQUEST FOR PROPOSAL NO. 192163 255 W.ALAMEDA. BTH FLOOR,TUCSON, AZ 85701 PACE 21 OF 25 PRINCIPAL CONTRACT OFFICER:JEMN MYERS. CPPB f PI-I;(520)537-4.137 i FAX: (520 791-47x5 l 29. OVERCHARGES BY ANTITRUST VJOLAkTIONS: The City maintains the 3t, in actual practice, overcharges resulting from antitrust violations are borne by the purchaser. Therefore, to the ext6nt permitted by law, the Contractor hereby 8s8igns to the City any and all claims for such overcharges as to the materials or services used to fulfill the Contract. 30. PAYMENT: The City's preferred method of payment is via credit card, Tile City will issue a Purchase Order and, in somo oases, either provide a credit card for payment at the time of ordering.or pay subsequent invoices by rradit card upon receipt of goods or services In cgood-order. Hotiwever, not all City employees will possess a credit card and, therefore, the City reserves the right to make payment by check as it deems necessary, Unless payment is made by credit card at time of order or point of sale, a separate involve shall be issued for each shipment of material'or service performed, and n0 payment shall be issued prior to receipt of material or service acrd correct involve. The invoice shall not I e dated prior to the receipt of goods or coMpletion of servlces, The City shall male every effort to process payment for the purchase of materials or services withir7 twenty-ono ( 1) € calendar days after receipt of material's or services and a correct invoice. f The Contractor's payment terms shall apply to all purchases and to all payment methods. t 31. PROTECTION OF GOVERNMENT PROPERTY: The Contractor shall Use reasonable care to avoid dam�3ging existing buildings, equipment, and vegetation {such as trees, shrubs, and grass) on City property. If the Contractor fails to do so and damages such property, the Contractor Bhal'l' replace or repair the damage at no expense to the City, as determlRed and approved by the City's Director of Procurement, If the Contractor fails or refuses to make such repair or replacement, the City will determine a cost and the Contractor shall be liable for the cost thereof, which may be deducted from the Contract price. 32, PROWSIONS REQUIRED BY L.AW: Each and every provision of law and any clause required by law to be in the Contract sh3I1 be read and enforced as though it were included herein, and if through mistake or otherwise any such provislon is not inserted, or is not correctly inserted, then upon the application of either party the Contract shall be amended to make such insertion or correctlon, 33. RECORDS. Internal control over all financial transactlons related to this Contract shall be in accordance with sound fiscal policies_ The City may, at reasonable times and places, audit the books and records of the Contractor and/or any subcontractors, Sald audit shall be limited to this Contmet, 34. FLIGHT TO ASSURANCE: Whenever one party to this Contract has reason to questl'on, In good faith,the other party's Intent to perform, the former party may demand that the other party give a tiwriltten assurance of this intent to perform. In the event that a demand is made and no written assurance is given within five (5)days, the demanding party may treat this failure as the other party's intent not to perform and as a cause for possible Contract tormination. 35. RIGHT TO INSPECT: The City may, at reasonable times, and at the City's expense, inspect the place of business, of a Contractor or subcontractor which is related to the performanco of any Contract as awarded or to be awarded. 36. FLIGHTS AND REMEDIES: No provision in this document or in the Contractor's proposal shall be construed, expressly or by implication, as a walver by either party of any existing or future right andlor remedy available by law in the event of any cfaim, default or breach of contraot. The fallure of elther party to insist upon the strict performance of any tern or condition of the Contract, to exerclso or delay the exeroise of any right or remedy+provided in the Contract or by law, or to accept materials or services required by this Contract or by law shall not be deemed a waiver of any right of either party to insist iIpan the strict performance of the Contract, 37. SEVERABILITY: The provisions of this Contract are severablo to the extent that any provision or appllcMfon held to be invalid shall not affect any other provision or application of the Contract whlch may remain In effect without the valid provision or application. 38. SHIPMENT UNDER RESERVATION PROHIBITED: No tender of a bill of lading shall operate as a tender of the materials, Non-compliants shall conform to the termination clause set forth wlthln this document. 39. SUBCONTRACTS: No subcontract shall be entered into by the Contractor with arty other party to furnish any of the materialiservice specified herein without the advancs written approval of the City's Director of Procurement. All subcontracts shall comply with Fed,aral and State Jaws and regulations whlch are applicable to the services covered Page 682 of 909 CITY OF TLICSON DEPAWMI ENT OF PROCUREt r:HT REQUEST FOR PROPOSAL. NO. 192163 255 W.ALAMEDA.6TH FLOOR,TUCSON,AZ 86701 PACE 22 OF 25 PRINCIPAL CONTRACT OFFICER,JENN MYERS, CPPB ! PH- (524)837-4137 i FAX: (520}791-47` by the subcontract and shall Include all the terms and c*ndltions set forth herein which shall apply wlth equal force 0 the subcontract, as If the subcontractor were the Contractor referred to herein. The Contractor is responsible for contract performance whether or not subcontractors are used. 40. SUBSEQUENT EMPLOYMENT. The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. Section 35-591 if any person significantly involved in initiating, nogotiat€ng,securing, drafting, or creating tha Contract, on behalf of the City, is or becomes, at any time while the Contract or any extension of the Contraot is in effect, an employee of, or a contractor to, any other party to this Contract With respect to the subject matter of the Contract. Termination shall be effective when written notice from the City's Director of Procurement is revolved by the parties to this Contract, unless the notice specifies a later time, 41. TERMINATION OF CONTRACT: This Contract may be terminated at any time by mutual written consent, or by the City, with or without cause, upon giving thirty (30} days written native. The City, at its convanienoe, by written notice, may terminate this Contract, in whole or in part_ I# this Contract is terminated, the City shall be liable only for payment under the payment provisions of this Contract far ser ices rendered and accepted material recelved by the City before the effectivo date of termination. The City reserves the right to terminate the whole or any part of this Contract due to the failure of the Contractor to carry out any term or condition of the Contract_ Thi City will issue a written ton (10) day notice of default to the Contractor for avting ar failing to act asspa Gified In any of the foII DVVing; In the opinion of the CIty, the Contractor provides personnel that do not meek the requirements of the Contract; In the opinion of the City, tho Contractor fails to perform adequately the stipulations, conditions or sendoeslspecific.ations required in this Contract; In the opinion of the City, the Contractor attempts to impose personnel, materials, products or workmanship of ` unaoceptable quality; The Contractor fails to furnish the required service anther product within the time stipulated In the Contract; In the op€nion of the City, the Contractor fails to make progress in the perfermanoe of the requirements of the Contract; The Contractor gives the City a positiva Indication that the Contractor will not or cannot perform to the requirements of the Contract. Each payment obligation of the City created by this Conlract is conditioned upon the availability of Cit}, State and Federal funds that are appropriated or allocated for the payment of such an obligation. If funds are not allocated by the City and available for the continued purchase of the services andior materials provided under this Contract, this Contract may be terminated by the City at the end A the period for which funds are available. The City will endeavor to notify the Contractor in the event that continued service will or may be affected by non-appropriation, No penalty shall accrue to the City In the event this provision is exercised, and the City shall not be obligated or liable for any future payments due or for any damages as a result of torminMion under this paragraph- 42. aragraph.4 . TITLE AND DISK OF LOSS: The title and risk of loss of material or service shall not pass to the City until the City actually receives the material or service at the point of delivery, unless otherwise provided within this Contract, 43. WARRANTIES: Contractor warrants that all material or service delivered under this Contract shall conform to the specifrestions of this Contraot. Mere receipt of Shipment of the material or service specified and any inspectlon incidental thereto by the City shall riot alter or affect the obligations of the Contractor or the rights of the City under tha foregoing warranties. Additional warranty requirements may be set forth in this doaumont, Page 683 of 909 CITY OF TUGS DN DEPARTMENT 4F PROCUREMENT REQUEST FOR PROPOSAL NO. 792783 255 W.ALAMEDA. 6TH FLOOR, TUCSON,AZ 85709 PAGE 23 OF 5 PRINCIPAL O0N7RACT 0FFICER;JENN MYERS. CPPB PH:{620)837-4137,1 FAX: (520)791-4736 PRICE PAGE Fes rrrust be inclosfve of all costs, h3cluding but not frmited to, direct and indirect casts for tabor, overhead, materials, printings, travel and mileage, postage, etc. Please refer to Attachment B Please complete Attachment D in Its entirety, The first sheet has an area that haq been added for functiona] alternatives that can be offered In addition. These will also be reviewed and evaluated. The second sheet has a list of categories. Please list the discount off price fvr each category. Please submit a copy of the excel docurnenUprice Page on }your electronic copy. 00 NOT lack a password protect the electronic copy of your price page, i i I Page 684 of 909 CITY OF TUCSON DEPARTMENT OF PROCUREMENT RMUEST FOR PROPOSAL NO. 192163 255 W.ALANIF-UA, ETH FLOOR, TUCSON, AZ 85701 PACE 4 OF 5 PRINCIPAL CONTRACT UFFiCER=JENN MYE RS, CPPB PH:(520)837-4137!FAX:{520)791-47 F OFFER AND ACCEPTANCE OFFER TO THE CITY OF TUCSON: The Undersigned hereby offers end shall furnish the material or ser,rloe in complianoe wlth all terms, scope of work, canditions, spedflcatlons, and amendments in the RegBest for Proposal which is incorporated by reference as if sully set forth herein. For clalIcatlon of this offer,contact, Name' Company Name Title' Address Phone: City state Zip Fax: _ Signature of Person Authorized to Sign E-mail: Printed Name Tltle ACCEPTANCE OF OFFER The Offer Is hereby accepted, The Contractor is now bound to sell the materials c services specified In the Contract, This Contract shall be referred to as Contras# No. CITY OF TUCSON, E� municipal corporation Approved as to form; Awarded: This day of 2019 This day of 2019 As Tucson City Attorney and not personally As Director of Business Services and not personally Page 685 of 909 CITY OF TUCSON I)rzPAR7MENT OF PROCUREMENT REQUEST FOR PROPOSAL.NO.192163 255 W. ALANEDA, 6TH FLOOR_TUCSON,AZ 85701 PAGE 25 OF 25 PRINCIPAL CONTRACT OFF[CER:JENN MYERS, CPPB PH:(520)B37-4137;FAX,.(520)791-4735 r t ATTACHMENTS Attachment A—0M N[A Partners — R eq u i re rn ents for National Cooperative C ontract Attachment B— Price Page I i I } I I Page 686 of 909 r 7.C. Consent Bids And Purchases Over $100,000 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Approve an increase to the estimated annual expenditure for Water Meters and Equipment with Sensus USA in the amount of$200,000, increasing the estimated annual expenditure from$400,000 to $600,000. Explanation of Request: Current Contract Term: May 2, 2017 thru May 1, 2022 On November 7, 2017, the City Commission approved a five (5) year renewal agreement with Sensus USA for Advance Metering Infrastructure (AMI). On September 5, 2019, the City Commission approved the request for $400,000 for Sensus equipment such as meters, MXU's and registers for Warehouse stock. Expenditures have increased due to meter replacements and for projects that require new meters, mxu's and registers such as the Hypoluxo customer acquisition project. How will this affect city programs or services? The purpose is to secure a source of supply for equipment for Sensus AMI. The equipment will be ordered on an "as needed basis" and stocked within the City's Warehouse. Fiscal Impact: Budgeted Funds are budgeted and available for account 502-0000-141-0100 for the estimated amount of$600,000. FY 18/19 expenditures were $309,751.84 FY 19/20 expenditures to date are $410,407.21 Alternatives: Not to proceed with purchasing meters and components from Sensus USA. This is not recommended since the system requires Sensus products. Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 687 of 909 ATTACHMENTS: Type Description D Addendum Senses Agreement Page 688 of 909 SEnsus Amended and Restated Advanced Metering Infrastructure(AMI) Agreement between City of Boynton each ("Customer®®) and Sensus USA Inc. ("Sensus') WHEREAS, Customer and Sensus previously entered Into an Advance Metering Infrastructure (AMI) Base Terms Agreement dated May 21,2012(the"Previous Agreement");and WHEREAS,the Previous Agreement ended on May 21,2017;and WHEREAS, the parties wish to ratify the continuation of the Previous Agreement through the Effective Date of this Agreement,and WHEREAS,the parties wish to amend and restate the Previous Agreement by entering into this Amended and Restated AMI Agreement (the "Agreement"), and the terms and conditions of this Agreement shall control the relationship between the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year written below.The dale of the last party to sign is the"Effective Date," This Agreement shall commence on the Effective Date which is the date of the last signature below and continue for five(5) Years (" ). At the end of the Initial Term, this Agreement shall automatically renew for an additional term of 5 years("Renewal Tffrrn ). The"Term"shall refer to both the initial Term and the Renewal Term. Sensus USA Inc. r Customer: Ci tu of Boynton Beach By: By: Name: Name: Loci LaVektjiare Title: 0 GoAPS . Title. City Manager Date; Date: November 17, 2017 Pricing remains firm until 4/3012018("Trigger Date") Contents of this Agreement AMI Agreement All purchase orders shall be sent to the address provided Exhibit A Software by Sensus. Sensus may change this address upon Exhibit B Technical Support notice to Customer. Exhibit C Pricing Exhibit D Statement of Work Exhibit E Product Warranties Exhibit F Propagation Analysis Exhibit G through I are Intentionally omitted Customer order acknowledgements shall be sent to: (insert email address or fax number] Sensus shall send all invoices to:(insert mailing address, email address,fax number,as applicable] 00/7 de A14,V A4V1,,1 A< Fo CITY ATTORNEY (DO20"79 I W6-9001821) l Page 1 of 21 Page 689 of 909 rAmm Room sEnsus WAN= AMI Agreement 1 Equipment. A, Purchase of Equipment I, Equipment. Customer shall'purchase from Sensus the quantities and types of Field Devices,RF Field Equipment and other goods(collectively,' Eqi�n )W forth in Exhibit C at the prices set forth in Exhibit C. Ii. Delivery. Customer shall pay for delivery of the Equipment from Sensus'or Sensue contracted manufacturers factory to Customees warehouse. Ail Equipment Is shipped Ex Works shipping point,p freight and add. Title to,and property In,the Equipment she pass to Customer upon shipment Risk of loss of the Equipment shall also pass to Customer upon shipment III, Project Number. Customer shall include the Sensus project number on all Purchase Orders Orders submitted to Sensus may not be canceled or amended,or deliveries deferred,by Customer except with Sensus'prior written consent iv, Warranty, The Equipment purchased directly from Sensus is warranted as set forth in this subsection(NI (a) Sensus warrants its water metering equipment and SmartPoint Modules according to the terms and conditions(including all limitations and exclusions)in the Sensus G-5W warranty,attached hereto as Exhibit E. To the extent the lemis of the G-500 Warranty conflict with the terms In this Agreement the terms of this Agreement shall control, (b) Sensus warrants all other goods,software,and services,except for the water metering equipment according to the terms and conditions (including all limitations and exclusions)in the Sensus Limited Warranty,attached hereto as Exhibit E- To the extent the terms of the General Limited Warranty conflict with the terms In this Agreement the tern''s of this Agreement shall control (c) Extended Warranty of RF Field Equipment Notwithstanding the foregoing,for each year that Customer pays for an extended basestation warranty, Sensus shall extend the warranty period of RF Field Equipment by twelve(12)months(the'Extended Warranty'), FollowIN the expiraWn of the standard warranty period desobed in the General Limited Warranty,Customer shall pay for the Extended Warranty each year Oft an annual basis. If Customer ceases to purchase the Extended Warranty upon expiration of the previous warranty term.Customer shell not be entitled to purchase the Extended Warranty again. All of the limitations and exclusions of the General Limited Warranty shell apply during any extended warranty term. For clarity,batteries,labor,and other part or services not provided by the General Limited Warranty are not covered by the Extended Warranty and such expenses shall be Customei?s cost and responsibility. B. Limitations and Exclusions.THE WARRANTIES IN!THIS SECTION 1,THE G-500 WARRANTY,AND THE GENERAL LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN VWTH RESPECT TO THE GOODS,SOFTWARE LICENSES,AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATION%WARRANTIES ANDIOR CONDITIONS,EXPRESSED, IMPLIED,STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT,INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,MERCHANTABILITY,NON-INFRINGEMENT AND TITLE. C. Ongoing Maintenance of Equipment L Field Devices, Customer shall be responsible for tae ongoing maintenance of the Field Devices,Customer shall provide the W services labor to visit a problem Field Device and Parton diagnostics and repair or replacement. Fore products,Customer shall first test and confirm that each socket to which a Field Device will bels connected is In safe operating condition,is fully functional,Is not corroded,does not contain Improperly Installed jaws or other deficiencies,complies with ANSI standards,and Is not"hot",damaged,or otherwise in need of maintenance or repair. if. RF Field Equipment. Except as otherwise provided herein,Customer shall be responsible for time ongoing maintenance of the RF Field Equipment Customer shall be responsible for the ongoing monthly operations and expense related to the RF Field Equipment,iWuding any leasing costs, construction costs,taxes and costs of WAN,Backhaul.Customer shall pay for electric power to the RF Field Equipment. 2. Services. A. installation of Equipment. I. Generally.The parties.shall have their respective obligations for the deployment and operation of the AMI System as set forth In the Statement of Work attached as Exhibit D.The Statement of Work does not apply I Customer is purchasing Equipment from Sensus'authorized distributor. ii. Field Devices. Customer shall install the Field Devices at its End Users'premise,or other location as applicable.For electricity products,Customer "I first test and confirm that each socket to which a Network Device will be connected is In safe operating corldition,is fully functional and is not'hof, damaged or otherwise In need of maintenance or repair. III, RF Field EquipmenL Sensus shall perform the propagation analysis In the Service Territory to determine where to locate the RF Field Equipment For the prices set forth In Exhibit C,Sensus,or its subcontractor,shall perform Sensus'obligations In Exhibit D with regards to the RF Field Equipment Installation. Customer shall perform Customer's obligations in Exhibit D with regards to the RF Field Equipment Installation.The propagation analysis is attached hereto as Exhibit F, S. Software Implementation. Sensus shall Install and configure the Software and shall install the Software an the Server Hardware. C. IT Systems Integration Services, Integration of the Software Into Customers new or existing Internal IT system Is not Included in ft Agreement Any integration wort shall be Su*ct to a separate agreement which describes the scope and pricing far such work. 0, Technical Support. Sensus shalt provide Customer the technical support set forth In Exhibit B. E. Projecit Management Project management of the AMI System is not Included In this Agreement Any project management shall be subjW to a separate agreement which describes the scope and pricing for such work. F, Training. Training on the use of the AMI System is not included in this Agreement.Any training shall be subiW to a separate agreement which describes the scope and pricing for such work. 3. Software. A. Sha re as a Service(Saao.Sensus shall provide Customer with Software as a Service,as defined in Exhibit A,only so long as Customer Is current In its payments for such services. & UCITA.To the maximum extent permitted by law,the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply,in whole or in part to this Agreement 4, Spectrum A, SpectrumLease. The parties previously entered Into a spectrum manager lease on May 21,2012(the"a2R=m.Lease"'),which is hereby specificalC Incorporated by reference. To the extent that Spectrum Lease may be interpreted to have expired In May 2017,the parties hereby ratity the extension of the Spectrum Lease to continue unchanged and unaffected from May 21,2012 through the end of the Tenn of this Agreement subject to the terms and conditions of the Spectrum Lease. (0020447q 1 306-9001821) Page 2 of 21 Page 690 of 909 minim SEnsus 5. General Terms and Condiflons. A. Payment All payment and pricing is subject to the terms In Exhibit C. S. Limitaflon of Llabflfty. I. Sensus'aggregate liability In any and all causes of action arising under,out of or in relation to this Agreement its negotiation,performance,bleach or termination(collectively'Causes Action")shall not exceed the greater of; (a)the total amount paid by Customer diredy to Sensus under this Agreement or(b)ten thousand US dollars(USD 10,1100 00). This is so whether the Causes of Action are In lorL including,without limitation,negligence or strict liability,In contract,under statute or otherwise. As separate and Independent limitations on liability,SensuB'liablity shall be limited to direct damages. Seasus shall not be liable for,(I)any Indirect Incidental,special or consequenfial damages;nor(it)any revenue or profits lost by Customer or Its Affiliates from any End User(s),irrespective whether such lost revenue or profits Is categorized as direct damages or otherwise;nor(III)any WOW Costs;nor(Iv)manual meter read costs and expenses;nor(y)claims made by a third party;nor(vi)damages arising from malricase or bottom Mate breakage caused by fteezJng temperatures,water hammer conditions,or excessive water pressure.The limitations on liability set forth In this Agreement are fundamental Inducements to Sensus entering into M Agreement They apply unconditionally and in all respects. They are to be Interpreted broadly so as to give Sensus the maximum protection permitted under law, ii. To the maximum extent permitted by law,no Cause of Action may be Instituted by Customer against Sensus more than TWELVE(12)MONTHS after the Cause of Action first amse. In the calculation of any damages In any Cause of Action,no damages Incurred more than TWELVE(12)MONTHS prior to the filingof the Cause of Action shall be recoverable. C. Terminadon. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach b not cured within forty-five(45)days of wriften nolice by the other party.Upon any expiration or termination of this Agreement,Sensus'and Customers obligations hereunder shall cease and the software as a service and Spectrum Lease shall Immediately cease. D. Force Majeum. If either party becomes unable,either wholly or In part,by an event of Force Majeure,to fulfill its obligations under this Agreement the obligations affected by the event of Force Majeure will be suspended during the continuance of that Inability. The party affected by the force majeure will take reasonable steps to mitigate the Force Majeure. E. Intellectual Property, No Intellectual Property Is assigned to Customer hereunder.Sensus shall own or continue to own all Intellectual Property used, created,and/or denied In the course of performing this Agreement To the extent.H any,that any owneishfp interest in and to such Intellectual Property does not aulcmiatically vest In Sensus by virtue of this Agreement or otherwise,and Instead vests in Customer,Customer agrees to grant and assign and hereby does grant and assign to Sensus all light,fille,and Interest that Customer may have in and to such Intellectual Property,Customer agrees not to reverse engineer any Equipment purchased or provided hereunder. F. Confidentiality. Both pardes shall(and shall cause their employees and contractors to)keep all Confidential Information stricily confidential and shall not disclose N to any third party,except to the extent reasonably required to perform and enforce this Agreement or as required under applicable law,court order or regulation. The Conficlentlail Inforrmition may be transmitted orally,in writing,elecimnically,or otherwise observed by either party. Notwithstanding the foregoing,*Conficlential Information'shall not Include;(1)any Information that Is In the public domain other than due to Rea plenrl's breach of this Agreement(11) any Information in the possession of the,Recipient without resincticin prior to disclosure by the Discloser,or(III)any Information independen4 developed by the Recipient without reliance on the Informationdisclosed hereunder by the Discloser.'P4G1APr means either party that discloses Confidential Information, and'RogI;gn mans either party that receives It Notwithstanding the foregoing.Customer shall be allowed to release any Information that is a Public Record under Florida Law, G. Compliance with Lam, Customer shall comply with all applicable country,federal,stalls,and local laws and regulations,as,set forth at the time of acceptainoe and as may be amended,changed,or supplemented. Customer shall not take any action,or permit the taking of any action by a third party,which may render Sensus liable for a violation of applicable laws. 1. Export Control Laws. Customer shall;(I)comply with all applicable U.S.and local Laws and regulations governing the use,export,Import,re-export, and transfer of products,technology,and services;and(ii)obtain all required aulthodutions,permits,and licenses.Customer"I Iminediallely notify Sensus,and Immediately cease all activities with regards to the applicable transaction,if the Customer knows or has a masonable suspicion that the equipment,software,or services provided hereunder may be directed to countries in violation of any export control laws.By ordering equipment software or services,Customer cedfas that it is not on any U.S,government export exclusion fist it, Ant-Corruption Lam,Customer shall oomply with the United States Foreign Corrupt Prdctkm Act(FCPA),15 U S.C.§§78dd-1,of seq.;Laws and regulations Implementing the OECD's Convention on Combating Bribery of Foreign Public Officials in Intemational Business Transaction%the U.N Convention Against Ccirrupkri;the Inter-American Convention Against Corruption;andl any other applicable laws and regulations relafing to anti- corrupfion in the Customers county or any country where performance of this Agreement or delivery or use of equipment software or services will occur, H. Non-Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other provisions of this Agreement will not In any way affect limit or waive that party's right to enforce and compel strict compliance with the same or other articles or provisions, I. Assignment and Sub-contracting. Either party may assign,transfer or delegate this Agreement without requiring the other party's consent(I)to an Affiliate; (ij)as pad of a merger,or(III)to a purchaser of all or substantially all of Its assets. Apart from the foregoing,neither party may assign,transfer or"ate this; Agreement without the prior written consent of the other,which consent shall not be unreasonably withheld. Furthermore,Customer acknowledges Sensus may use subcontractors to perform RF Field Equipment installation,the systems integration work(If applicable),or pr*d management(it applicable),without requiring Customer's consent J. Amendments. No alteration,amendment or other modification shall be binding unless In writing and signed by both Customer and by a vice president(or hilliber)of Sensus. K. Governing Law and Dispute Resolution. This Agreement shall be governed by,construed and enforced In accordance with the laws of the State of Florida. Anyand all disputes arising under,out of,or in relation to this Agreement,its negotiation,performance or termination f2' )shall first be resolved by the Parties attempting mediation in Florida,if the Dispute is not resolved within sixty(60)days of the commencement of the mediation,it shall be litigated In the stale or federal courts located in Florida, TO THE MAXIMUM EXTENT PERMITTED BY LAW,THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. L. Survival, The provisions of this Agreement that am applicable to circumstances arising after its termination or expiration shall survive surds termination or expiration, M. SeverablIfty. In the event any provision of this Agreement is held to be void,unlawful or otherwise unenforceable,that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void,unlawiful,or unenforceable provision as possible;and the Agreement as so modified,will continue to be In full force and effect N. Four Comers. This written Agreement,Including all of its exhibits,and the Spectrum Lease represents the entire understanding between and obligations of the parties and supersedes all prior understanding$,agreements,negotiations,and proposals,whether written or oral,formal or Informal between the parties. (00264479A 306-900821) Page 3 of 21 Page 691 of 909 SEnsus Any additional writings shall not modify any limitations or remedies provided in the Agreement There are no other terms or conditions,oral,written,.electronic or otherwise, There are no Implied obligations. All obligations ars specifically set forth in this Agreement. Further,there are no representations that induced this Agreement that are not included In it The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing,no purchase order placed by or on behad of Customer shall atter any of the terms of this Agreement The parties agree tat such documents are for administrative purposes only,even t they have terms and conditions printed on them and even ti and waren they are accepted and/or pressed by Sensus. Any goods,software or services delivered or provided in anticipation of this Agreement(far e,g„as pad of a pilot or because this Agement has not yet been signed but the parties have begun the deployment)under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon is execution and it replaces and supersedes any such purchase orders. O. Counterparts.This Agreement ovay be executed in any number of counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same Instrument Additionally,this Agreement may be executed by facsimile or electronic copies,all of which shall be considered an original for all purposes, 6. Definitions.As used in this Agreement,the following tears shall have the following meanings: A. "Afllale"of a party mews arty other entity controlling.controlled by,or under common control with such party,where"conbor of an entity rowans tine ownership, directly or Indirectly,at rat`s%or more of elther;(i)the shares or other equity in such entity;orii the voting qhs in such entity. 8. "AMI System"Identifies the Sensus FliexNet Advanced Meter lnhastructure System comprised of the Smatt.Poori MDdutes,RF Field Equipment,Server Hardware,. software Incenses,FCC["ceases,and other equipment provided to Customer hereunder. The AMI System only includes the foregoing,as provided by Sensus The AMI System does not Include goads,equipment,software,licenses or rights provided by a third party or parties to this Agreement C. "Avolfairk Motor'means an installed Sensus FiexNet meter(scat a Sma tPoint Module installed)c a Sensus SmartPrant Module which has been Installed on a third party mer,and which,in either case,is not an Unavailable Meter(c on an Unavailable Meter in the me of SmarlPoint Modules on third party meters) and whim satisfies at of the following da:(r')it functions property,and is nota damaged or failed meter,Cil Intentionally Omitted(EQ It is servkmd by RF Field Equipment that has not been subjected to a power failure greater than eight(8)total hours;(iv)neither it nor the RF Field Equipment That serves that meter has been affected by a Force )eine event(v)Jamming of the radio spectrum Is not preventing or Interfering with radio communication to or from tare meter,(vi)it Is Installed in the Service Territory: (vii)It has not been reported to Customer under Sensus'or Customers preventative maintenance;(viii)its functioning or performance las not been adversely affected by a failure of Customer to perform is obligations cur tasks for which it Is responsible under this Agreement,(ix)its functioning or performance has not been adversely affected by a failure or frartriciency of the back haul telecommunications network of Customer for communications among the components of the Sensus AN System; and(x) it has been installed in compliance with the procedures and specifications approved by Customer and Sensus. D. Sitiinrg Window"for a meter means the four day period commmcing one day prior to the relevant biking day for such motor and ending two days after such billings day. The Billing,Window for testing purposes shall be agreed by Customer and Sensus, E. 'Confidunrtial Info tlon"means any and all non-public information of either party„all technical information about either pady's products or services,pricing information,marketing and naaefing plans,Cus s End Users'data,AMI System perforntance,Aldi System arcdnilecture and design,ANTI System software,other business and finandal information of either party,and all trade secrets of either party. F. "Echo Transcelver Identities the Sonsus standalone,mounted relay device that takes the radio frequency readings Tran the SmartPoint Modules and relays them by radio frequency to the relevant FlexNel Base Station. G. "Enid User means any end truer of sty,water,andlorgas(as applicable)that pays Customer for the consumption of electricity,water,and/or gas,as applicable. H. `Facalaror(s)r means the following; I. For Software as a Service Sensus Analytics Applications:three percent(39tH). fh. For Software as a Service Logic Applications:two and a half percent(25%) ki. For Water Meters. (a) For bronze and low lead water metering products:the percentage change,for the relevant period,of the average of,(a)the United States Bureau of Labor Statistics Producer Price Index,Commodities,Group:ftals and metal products,item:Copper and -base alloy castings(exitdi furgs), series ID.WPW02807013,not seasonally adjusted;and(b)the United Status Bureau of Labor Statistics Producer pride Index,Industry Data,Industry arid Product:Plastics material and resins mfg.,series ID'PCU 325211325211,not seasonally adjusted.# (b) For plastic main case motors-the percentage change,for the relevant period,of the United States Bureau of Labor Statistics Producer Price Index, Industry Data,Industry and Product:Plaster material and resins mfg.,series ID:PCU 325211325211,not seasonally adjusted. (c) For Omni motors:the percentage charge,for the relevant periost,of the United States Bureau of Labor Statistics Producer Price Index,Commodities, Gmup:Metals and tm tai products,item:other gray and ductle iron castings,other,series ID 'VPU 1015L14,not seasonally adjusted. iv. For all other goods and services:ire percenflage change,for the relevant period,of the,United Stag Bureau of Labor Statistics Consumer Price Index for All Urban Consumers(CPI•U)'AII items Less Food and Energy"for the U.S.City Average far All Items,1982-84=100,not seasonally adjusted,or substantially simfar succeeding index, v. Any Escalator increases called forth in this agreement shall be calculated to etre third decimal point(e.g.2.576%) 1. 'Field Demos"means the meters and SmartPoint Modules. J. Net Base SiadW Identifies the Smsus manufactured device consisting of one transceiver,to be looted on a lower that rec&es readings from the SmanPoint MDduks(either directly or via an Echo Transceiver)by radio frequency and passes those readings to the RNi by TCPIIP backhaul communication.For clarity,FiexNet Base Stations include Metra Base Stations. K "force Ma,(auro"means an event beyond a party's reasonable control,Including,without firnflation,acts of God,hurricane,flood,vokano,tsunami,tomade, tempest,mudslide,vandaksm,illegal or unauthorized radio frequency interference,sakes,lockouts,or other industrial disturbances,unavailability of component pars of any goods provided hereunder,acts of public enemies,wars,blockades,insurrections,not,epidemics,earthquakes,fires,restraints or prohibitions by arty court,board, department commission or agency of the United States or any States,any onests and restrains,civil disturbances and explosion, L. "!loafed Software means those items Wed as an Application in Exhibit A. M. 1WOul Costa'mum any costs and expenses Incurred by Customer in transporting goods betmen is warehouse and its End Users premises and any costs and expenses Incurred by Customer In installing,uninsslkng and rernoving goods. N. *intellectual Pnopsrlyv'means patents and patent applications,Inventions(whether patentable or rot),trademarks,serer marks,Me dress,copyrights,trade Im ow,data rights,spedfications,drawings,designs,maskwork rights,moral rights,author's rights,and other intellechrat property rights.Including any derivations and/or derivative works,as may exist now of hereafter come Into existence,and all renewals and extaitsions thereof,regardless of whether any of such rights arse under the laws of the United States or of any otter state,counhy orjurisdiston,any registrations or applications thereof,and all goodwill pertinent thereto. D. 'Licensed SDftwaW means the Sensus proprietary software that Sensus expressly licenses to Customer as specifically set forth in this Agreement P. 'LCA`identifies the load control modules. a 'Ongoing Fria"tneans the annual or monthly fees,as applicable,to be paid by Customer during the Term of this Agreement. R, 'Patches means patches or other maintenarme releases of the Software that correct Processing errors and other faults and defects found previous versions of the, Software, For do*,Pabc hes are not Updates or Upgrades. S. 'Perin Use"means only for reading and analyzing data from Customers Field Devices in fire Service Territory. The Permitted Use does not include reading third party meters or reading meters outside the Service Ten" T. `Refease"means both Updates and Upgrades, U° 'Remote Transcorver"Identifies the Sertsus standalone,mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them direoW to the RNI by TCPAP backhaul communication. V. 'RF Field Equipmoof means,collectively,FlexNel Base Stations,Echo Transceivers and Remote Transceivers (9974.1 396.9091621) Palle 4 of 21 Page 692 of 909 Mumma momm SEnsus W. ®RNs identifies the regional network interfaces c resisting of hardware and software used to gather,store,and report data collected by the FlexNet Base Stations from the SmadPdnt Modulm The RNI hardware specifications will be pmvlded by Sensus upon written request from Customer. X. "RNI SoftwaW Identifies ire Sensus proprietary software used in the RNI and any Patches,Updates,and Upgrades that are provided to Customer pursuant to the terms of this AgreemrhL Y. `5ervko Te"Mary Identifies the geographic area where Custorrier provides electricity,water,andlor gas(as applcable)services to End Users as of ire Effective Date. This area will be described an the propagation study in the parties'Spectrum Lease ffiing with the FCC, Z. 'Server tfa nt`means the RNI hardware. AA. `SrnariPob(Tw ModoW Identities the Sensus transmission dwices Installed an devices such as meters,distribution au tion equipment and_ sc devices located at Cusiomees End Users'premises that take the readings of the meters and transmit those readings by radio frequency to the relevant FlexNet Base Station,Remote Transceiver or Echo Transceiver. BB. 'Software'means all the Sensus proprietary software provided pursuant to this Agreement and arry Patches,Updates,and Upgrades that are provided to Customer pursuant to tine temp of this AgrwnenL The Software does not include any third party Software. CC. `TouchCdul lar UnW Identifies an inductive coupler emnection from a water register to the SmartPoint Module. O. 'Unavailable Motors"include meters with sockets with power cut at the pole,meters that aha booted on the tine side,sockets that are not provided power due to a power deWehy system failure,meters with tamper,theft or other barren induced failures that resider the meter or 5martPoint Module incapable of powiding a read„a Force Moeore event induced failures of the power delivery system,socket or meter,andlor any system or meter maintenance Issue that precludes the meter from transmitting its message to the network Examples of Unavailable Meters include: @intentionally, Omitted; fflIntent®nalty OrmW; (W)Intentionally Omitted, ('nr)Intentratally 4mited;(v)Broken TiouchCoupler unit:the TouchCoupler unit is damaged by intentional or unintentional act;(vn)Broken Clip: the clip that holds the TouchConpler unit Into the radio package housing is broken and the unit cannot complete the Inductve electrical connection;(vHl Improper Installation of the TodhCoupier unit:the Touch pier unit is not pushed at tine way Into the hosing clip causing the unit to not be able to complete the inductive electrical (urn)Unit not installed through the ph lid:the unit is not installed with the antenna postioned throuigh the pit td and property secured with the retaining nuL The radio unit must also be securely attached to the antenna section;(ix)Radio unit not securely attached to tine Antenna unit The wailer- f SmartPoint Module horsing is not property Installed and secured to the antenna unit;(x)Damaged antenna:the unit's antenna is damaged by intent Dural or uninten` (d)Damaged radio age: the units water-proof radio package is damaged by intentional or unintenbonal acts;(xis)Data Base the unit is removed from the system but not updated in the database.Still shown as in the system Men in fact has been ;(xW)Phantom Units:the unit is removed from the system but is sthll bansrrndting and being heard by the system;and(xiv)Other Installation Defend:the unit Is otherwise installed Improperly so that ii does not communicate with the FlexNeC Base Staten. E£. 'Updates*means releases of the Softare that constitute a minor inpzwement In functionality FF. "upgrades means releases of the Software which constitute a significant Improvement In hmctiortak or architecture of the Saftware OG. ''WAN Backhourr'shuns the communication Erik between FtexNet Base Stations and Remote Transceivers and RNI. i0420"79.1 MG-9001821f �Page 5 of 21 Page 693 of 909 sensus Exhibit A Software Software as a Service 9> Description of Services This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer If both;,()pricing for the application of Software as a Service has been provided to the Customer,and(i!)the Customer Is current in Its payments for such application of Software as a Service. A. Software as a Service Generally. Software as a Service Is a managed serves In which Sensus will be responsible for the day-to-day moniWng,maintenance,management,and supporting of Customreo's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, network equipment,Sensus software,and all third-party software)required to run and operate the application These software applications consist of the following(each an" . Regional Network Interface('RNI)Software • sensusAnalytics o Enhanced Package Themanaged application system consist of the hardware,Sensus Software,and other third-part)r software that is required to operate the software applications. Each Application will have a production,and Disaster Recovery(as described below)environment. Test environments are not provided unless otherwise specifically agreed by Sensus in writing,Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the Applications,. 6, UsageLicense. Subject to all the terms and conditions of this Agreement,Sensus hereby gives Customer a license under Sensus'Intellectual property rights to use the Sensus Applications for the Permitted Use for so long as Customer is current In its payments for the Applications("fit rte Lirxhrose"}. This Usage License shall cormnance on the EUecWe Date and shall terminate upon the eadier of,(ij the expiration or termination of this Agreement for any re (II)If Customer uses the Applications provided hereunder other than for the Permitted Use;and(Iii)the Application Is terminated as set forth below. C. Termination of Software as a Service. Customer shall have the option at any time after full deployment but before the end of the Term to terminate any Application by giving Sensus one hundred twenty(120)days prim written notice. Such notim once delivered to Sensus,is Irrevocable Should Customer elect to terminate any Application,Customer acknowledges that;(a}Customer shall pay all applicable fees,Including any unpaid Software as a Service fees;and(b} Software as a Service for such Application shall Immediately cease.If Customer elect to terminate the RNI Application in the software as a Service environment but does not terminate the Agreement generally,then upon delivery of the notice to Sensus,Customer shall purchase the necessary(a)RNI hardware and(b) RNI software license,each at Sensus° rrrent pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. D. " o ; re es a Serwtce"means on the following services: I. Sensus will provide the use of required hardware,located at Sensus"or a third-party's data center facility(as determined by Sensus),that is necessary to operate the Application" it, Sensus will provide production and disaster recovery environments for Application, iii. Sensus will provide patches,updates,and upgrades to latest Sensus Hosted software release N. Sensus will configure and manage the equipment(server hardware,routers,switches,firewalls,etc.)in the data centers a. Network addresses and virtual private networks(VPN) b. Standard time source(NTP or GPS) c. Security access points d, Respond to relevant alarms and notifications V. Capacity and performance rnagemeent Sensus will: a. Monitor capacity and performance of the Application server and software applicatkons 240 using KPI metrics,thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance(f,e,database,bar.kspooi,logs,message broker storage,etc.) L If an issue is identified to have a potential Impact to the system,Sensus will open an incident ticket and manage the ticket through msolution per Exhibit B,Technical support. c. Manage and maintain the performance of the server and perform any change or configuration to the server„In accordance to standard configuration and change management policies and procedures" d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration and change management policies and procedures, e. Exception may occur to the system that require Sensus to take immediate action to maintain the system capacity and perforroance levels, and Sensus has authority to make changes without Customer approval as needed,In accordance the standard configuration and change management policies and procedures. vi. Database management Sensus wK a define data retention plan and policy. b. Monitor space and capacity requirements, c, Respond to database alarm and notifications, d. tnstall database software upgrades and patches. e. Perform routine database maintenance and cleanup of database to Improve capacity and performance,such as rebuilding Indexes,updating Indexes,consistency checks,run Sett querylagent jots,etr. vil. Incident and Problem Management Sensus will: a. Proactively monitor managed systems(247465)for ley events and thresholds to proactively detect and identify incidents, b. Respond to Incidents and problems that may occur to the Application(s), c. Maintain policies and procedures for responding to incidents and performing mot cause analysis for ongoing problems. d° Correlate Incidents and problems where applicable. e. Sensus personnel will use the Salesforce Self Service Portal to document and track incidents, f. In the event that a Sensus personnel is unable to resale an Issue,the Issue will be escalated to the appropriate Subject Mater Expert t00204479.1 -9001021) Page$of 21 Page 694 of 909 minwm SEnsus SEEM (SME) g. Maintain responsibitky for managing Incident and problems through resolution and will coordinate with Customer's personnel ardor any required thlyd-party vendor to resolve the sue. h. Provide telephone support consistent with Exhibit B:Technical Support in the,case of undetected events. viii. Security Management. Sensus will: a. Monitor the physical and cyber security of the server and Application(s)247 to ensure system Is highly secure in accordance with NIST Security Standards. b. Perform active intrusion prevention and defection of the data center network and firewalls,and monitor logs and alerts. c. Conduct period penetration testing of the network and data center facilities. d. Conduct monthly vulnerability scanning by both internal staff and external vendors. e. Perform Antl4rus and Malware patch management on all systems. L Install updates to virus protection software and related fifes(including Virus signature files and similar files)on all servers from the update being generally avails the ant•vinos software provider ff, Respond to any potential threat found on the system and work to eliminate Virus or Ma re found. h. Sensus adheres to and submits certification to NERCICIP Cyber Security standards. I. Sensus actively participates/monitors industry regulationlstandards regard nrg security—NERC, FERC, NIST, QpenSG,etc.through the dedicated Sensus Security team. J. Provide secure web portal a (SSI.)to the Application(s). Ix, Backup and Disaster Recovery Management. Sensus will; a. Perform daily backups of data providing one(1)year of history for auditing and restoration purposes, b. Bads-up and store data(on tapes or other storage media as appropriate)off-stle to provide proction against disasters and to meet fife revery needs, c. Conduct incremental and full back-ups to capture data,and changes to data,on the Appt' tn(s), d Sensus will replicate the Application(s)environments to a geographically separated data center location to provide a full disaster recovery environment for the Application production system. e. Provide disaster recovery environment and perform fail-river to CR environment within forty-eight(48)hours of declared event f, Generate a report following each and any disaster measuring periomiance against the disaster revery plan and Identifikation of problem areas and plans for resolution. g. Maintain a disaster recovery plan In the event of a disaster,Sensus shall provide the services in accordance with the disaster recovery plan. It In the case of a disaster and loss of acess to or use of the Application, sus would use c ommercWly reasonable efforts per the Reoovery Time Objectives and Recovery Point Objectives specified herein to restore operations at the same location or at a backup bcation within forty-eight( )hours. I. The Application shall have a Recovery Time Objective(RTO)of fortyAhl(46)hours, J. The Recovery Point Oboctive(RPO)shall be a full recovery of the Application(s),with an RPO of one(1)hours,using no more than a twenty- four(24)hour old backup. All meter-related data shall be pushed from each Base StationIT B restoring the database to real-Vine minus external Interfaced systems from the day prior. k. Data from external Interfaced systems shall be recreated within a forty-eight(46)hour period with the assistance of Customer personnel and staff,as needed, E. Customer Responsibilities: L Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures. it. Participate In all required configuration and orange management procedures. Ili. Customer witl log incidents related to the managed Application with Sensus personnel via erall,web portal ticket entry,or phone call. iv. Responsible for parladic processing of amounts or readings(Le.bitting tiles)for Customers billing,system for biting or other anatysis purposes. Y. Responsible for any field labor to troubleshoot any SmadPoint modules or smart meters in the field in populations that have been previously deployed and accepted. vi. First response labor to troubleshoot FlexNel Base Station,Echo Tran m,Remote Transceivers or other field network equipment vii. Responsible for local area network configuration,management,and support. Wit, Identify and march pmblems with meter reads and meter read performance. ix. Create and manage user accounts. X. Customize application configurations. A. Support application users. xii. investigate application operational Issues(e.g.meter reads,reports,alms,etc.). Ali. Respond to alarms and notifications, Av. Perform firmware upgrades over-the-air,or delegate and monitor field personnel for on-site upgrades. F. "Software as a Service"does not include any of the following services, I. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event. if. Any integration between applications,such as Harm Metersense,would require a Professional Servs contract agreement to be scoped,submitted, and agreed in a signed writing between Sensus and all time applicable paries, If an Item is not listed in subparagraphs in Rom(f1)above,such tom is excluded from the 5o re as a Service and is subject to additional pricing. If!. Further Agreements A. System Uptime Rate I. Sensus(or its oentractor)shall manage and maintain the Application(s)on computers owned or controlled by Sensus(or Its contractors)and shall provide Customer so=to the managed Application(s)via Internet or point to point connection(Le,Managed-Access use),according to the terms below.Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine(99,Q)per Month(as defined below), The System Uptimis Rate,cumulative across all Applications,shall be calculated as follows: System Uptime Rates 100 x (TfA —Total Non So alert colo ti min In the MantFm) TMO t002o4479.1 30e.90011121t j Page 7 of 21 Page 695 of 909 MEN= sEnsus MEN= I. Calculations a. "Targeted Minutes of Operation"or'THO'means total minutes cumulative across all Applications in the applicable month("M2ath") minus he Scheduled Downtime In the Month. b, 'Scheduled Oovffllyme"means the number of minutes during the Month,as measured by Sensus,In which acom to any Application Is scheduled to be unavailable for use by Customer due to planned system maintenance, Sensus shall provide Custorrer notice(via it or otherwise)at least seven(7)days in advance of commencement of the Scheduled Downtime. c. "Non-Schriduled Downdme means the number of minutes during the Month,as measured by Sensus,in which access to any Application Is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions,as defined below(e.g.,due to a need for unplanned maintenance or repair), [I. Exceptions."E122pW mean the following events: a. Force Manure; b. Emergency Work as defined below;and c. Lack of IntemetAvailability,as described below. 1, Emergency Work. In the event that Farce Majeure,emergencies,dangerous conditions or other exceptional circumstances arise or continue during TMO,Sensus shall be entitled to take any actions that Sensus,In good faith,determines is necessaTy or advisable to prevent remedy,mitigate,or otherwise address actual or potential harm,interruption,loss,threat,security or like concern to any of the Application(s)(E_mtW_ng Work"), Such Emergency Work may Include,but is not limited to: analysis,testing,repair,maintenance,re-setting and other servicing of the hardware,cabling, netwoft,software and other devices,materials and systems through which access to andfor use of the Application(s)by the Customer is made available(ft"Manaa2d$DLeW) Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and possible. li. Lack of Intannet Availability.Sensus shall not be responsible for any delahomition of performance attributable to latencies in the public Internet or point-to-point network connection operated by a third pat.Customer expmssly acknowledges and agrees that Sensus does not and cannot control The Dow of data to or from Sensus'networks and other portions of the Internet and that such flow depends In part on the perforinance of Internet services provided or controlled by third partes,and that at firms,actions or inactions of such third partes can Impair or disrupt data transmitted through,and/or Customers connections to,the Internet or poJ*tofxAnt data cDnnection(or portions thereof).Although Sensus will use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events,Sensus cannot guarantee that such events will not occur.AcoordingC,Sensus clWalms any and all liability resulting from or relating to such events. B. Data Center Ske-Securilly. Although Sensus may modify such security arrangements without consent or notice to Customer,Customer acknow"es the following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems: 1, The computer room(s)In which the hardware is Installed Is accessible only to authorized individuals. Ii. Power Infrastructure includes one or more unlriterruptible power supply(UPS)devices and diesel generators or other allemative power for back-up electricaI power. Ili. Air-conditioning facilities(for humidity and temperature controls)are provided In or for such computer morn(s)and can be monitored and adjusted for humidity and temperature settings and control.Such air systems are supported by redundant back-up"or switch-over environmental units. IV. Such electrical and AJC systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(if any)In real time. V. Dry pipe pre-action fire detection and suppression systems are provided. A. Data circuits am available via multiple providers and diverse paths,giving access redundancy. C. Responsibilities of Customer 1. Customer shall promptly pay all Software as a Service fees, 11. Customer may not(i)carelessly,knowingly,intentionally or rnaldousty threaten,disrupt,harm,abuse or Interfere with the Application(s),Managed Systems or any of their functionality,performance,security or Integrity,nor attempt to do so;(if)Impersonate any person or entity,including,but not lin ted to,Sensus,a Sensus employee or another user,or(1d)forge,falsify,disguise or otherwise mnipulate any identification Information associated with Customees,access to or use of the Appftcation(s), III. The provisioning, compatibilrly, Dperatca, sewifty, support,and maintenance of Custorneis hardware and software ("Cyslipme Lgntq_ff_e)is exclusively the responsibility of Customer. Customer is also responsible, in particular, for comedy configuring and maintaining (I)the desktop environment used by Customer to access the Application(s)managed by Sensu%and(H)Customers network router and firewall,it applicable,to allow data to flow between the Cuslarrief s Systems and Sensus'Managed Systems Ina secure manner via the public Internet. Iv, Upon receiving the system administrator account from Sensus,Customer shall create username and passwords for each of Customer's authorized users and complete the applicable Sansus registration process Such usernames and passwords will allow Authorized Users to access the Application(s).Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associated with Custicumees account and Sensus will not be liable for any less,damage or liability arising from Cuslorne(s account or any user ID and password pairs associated with Customer.Customer is fully responsible for all acts and ornLsskrns that occur through the use of custornees account and any user ID and password pairs Customer agrees(I)not to allow anyone other than the Authorized Users to have any access to,or use of Customees account or any user 10 and password pairs at any time;(6)to notify Sensus Immediately of any actual or suspected unauthorized use of Customer's account or any of such user 0 and password pairs,or any other breach or suspected breach of security,restricted use or conficlentialfty; and(iii)to take the Sensus-recommended steps to log out from and otherwise exit the Application(s)and Managed Systems at the end of each session. Customer agrees that Sensus shall be enfided to rely,without inquiry,an the validity of the user accessing the Applicabon(s)application through Customet`s account,aunt 10,usemames or passwords. Y. Customer shall be responsible for the day-tio4ay operations of the Application(s)and AM]System. This includes,without limitation,(I)researching problerns with meter mads and system performance, (in creating and managing user accounts, (Ili)customizing application configurations, (Iv) supporting application users,(v)Investigating application operational issues,(vi)responding to alarms and notifications,and(vii)performing over-the-air commands(such as firmware updates or configuration changes) Sensus Analytics A. Essential Package. The Essential Package of the Sensus Analytics Application shall consist of the following modules: 1. Device Access a, Allows search for meter details by using data Imported from the Billing system or the Sensus Device ID or AMI ID. b, Allows a view of that meter interval or register reads c. Meter data Is available to be copied,printed.or saved to certain user programs or file formats,specifically CSV.PDF,and Spreadsheet. d, Allen the current and historical data to be viewed e. Alkin the current usage to be compared to historical distribution averages. f. Allows the user to see the meter location on a map view. (00204479.1 XA-90018211, Page 8 of 21 Page 696 of 909 won= MEN= sensus ONE= g. Allows notifications for an event on a single meter to be forwarded to a Customer employee. h. Allows details to be viewed about a meter—(dependent on the data Integrated from other systerns). if. Meter Insight(ptovides the following) a. #of active meters. b, #of orphaned meters,with dna down to the list of meters. c. #of Inactive meters with drill down to the list of meters. di #of stale meters with drill down to the list of meters, e. #of almost stale meters with drill down to the list of meters. f. #of meters where no read Is avaltrible with dril down to the list of meters. g. #of meters with high threshold exceptions with drd down to the hst of meters. h. 0 of unknown radlios with drill down to the list of meters. Ill. Report Access a. Allows the user to see meter alarms and choose a report from a list of standard reports. b. Master Route Register Reads: Shows the latest reads for all meters within specified time window c. Meler Routs intervals Reads, Allows users to inspect intervals of a single meter over a period of time. d, Master Route No Readings: List all meters that are active in the system,but have not been sending wads within the specified time window, a, Consumption Report List meters'consumption based on rneter readings within the specified time window, f, Zem Consumption for Period, List meters whose readings do not change over a period of time. g. Negative Consumption Shows the number of occurrences and readings of negative consumption for the fast 24hr,48hr and 72hr from the entered roll up date. h, High Low Exception Report Displays meters whom reads exceed minimum ortand maximum threshold,within a time range, 1. Consumption vs Previous Reported Read, Compares latest reading(from RNI)with last known read received from CIS. Consumption Exception 24 hour Report This report shows meters that saftfy these two oDndifions.(1)The daily average consumptions exceed entered'daily consumption threshold."(2,)The number of days when daily thresholds are exceeded am greater than the entered exception per day threshold."' It. Endpoint Details. Shows the current state of meters that are created within the speared time range. I. OrphanedMeler& List meters that are marked as'orphaned',which are created as of entered'Created as ofparameter. m. Billing Request Mismatch: Displays meters Ina billing request that have different AMR Ill with the ones sent by RNI ltalso shows AMR idin billing request that have different meter Id In the RNI, n Users need to enter which bKng request file prior to running the report 0, Alarms Report List all alarms occurred during a time windoww.Users can select which alarm to show. iv. Billing Access a. Initiate the creation of billing export files formatted to the import needs of the billing system. b. Receive billing request riles from the billing system to Identify what meters to Include In the billing export file In the case where Vilitrig request file option is used, c. Provides a repository of past billing files that were either used for billing preparation or actually send to the billing system, d. Will store created billing files for a period of three years unless otherwise denoted, a. The system will allow creation of test files before export to the billing system. V, Billing Adaptor a. The underlying oonfigurator and tools mapping the extraction of bliting data to enable integration to the utility's billing system. vt. Data Store a. Allows storage of meter reading data Including Intervals,Registers,and Alarms.to be stored. b. Stored data is available online for reports and analysis. c. Data will be retained for 3 years,Additional duration can be purchased, B, Enhanced Package,The Enhanced Package shall consist of the modules listed above in the Essential Package,as well as the following additional modules: 1. Alarm Dashboard a. Allows the user to summarize and fiber alarms by a date range. b. Allows Me user to review all alarm types on a single screen, c. The user can filter out the alarms not wanted on the screen. d. Alarm totals can be visualized, a. Adds a view of trending alarms over time. f. Click to drill down on an alarm to gain more Information on speck events. g. Click to analyze a specific event on a particular device. iL Alarm Console a. Follow real time monitors of the alarms coming from Cuslomer's meters. b. Provides a single view for all alarms across the entire network. C. Allows the user to view bending of each alarm over time. iii. Alert Manager a. Allows creation of alert groups who will be notified when an alarm occurs. tiUsers can manage alertgroups by adding and removing group members, c. Allows selection of notification method for how end users In the group will be notified;email or$M$(text massage). d. Allows creation of an alert from the available system events from smad points and assign to a group. e. Monitors the systems meters for events. When an event is triggered,all users in the group will be notified. D. Integration of Sensus Analylles. Sensus shall provide integration support services to Customer only to the extent specifically provided below: I. Sensus shalt provide Customer with a simple flat file specification known as VFlex for the Integration of time Customers back office system to the Sensus Ana"m modules.This flat file may be delimited or fixed width.This specification allows Customer to transmit each day or as neede&the devices and end users In the system,end user status,end user account Intormation,end user name,and other end user detail'.. When sent to ft Sensus FTP servers,this rite exchange wilt enable the system to become operational with the Customers systems. Customer shall produce this file and transmit I to the FTP location designated by Sensus.Sensus will provide reasonable support to explain to Customer the required vs.optional fields that are in the specification,testing and validation of the file formal and content a. In scope of the included Integration efforts is the mapping the Customer's fields to the VIlex specirticabon. 100204479 1306-9001821) Page 9 of 21 Page 697 of 909 sensus b, Out of scope and subject to additional charges will be the transformation of data where business logic Including corse must be written to modify the field content or fart of the data to meet the VFlex specification. ii. Sensus'integration services consists of four(d)hours of assistance(remote or on-site,as determined by Sensus). If additional time is needed to complete the integration efforts.Sensus shat[invoice C Warrior for additonat fees on an actual time and materials basis. iii. If an item is not listed In subparagraphs(t)or(ff)above,such:teem Is excluded from the Integration of Sonisus Analylics Support and Is subject.toadditional pricing. E. Data Impart. The Sensus Analytics Application contains adapters for the impart of data from,(a)Customer's Flexhlet AMI System;ardor(b)AutoRead application for handheld and drive by system,,as applicable. F. Customer Acknoerledgem tts. I. Customer acknowledges that the Sensus Analytics Application p*vkks up to fifty( )user logins for Custiomees use. it. Customer acknowledges and agrees the Sensus Analytics Application Is based upon the actual number of End Users within Customer's Service Territory. Pricing may Increase If Customer's Service Territory or actual number of End Users expands, iii. Customer acknowledges that all data related to the Sensus Anayti Applications is geographically hosted within the United States of America. Customer accepts the geographic lotion of such hosting,and indemnifies Sensus for any claims resulting therefrom. iv. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement:apply In all respecb to Customers socess to and use of the Sensus Analytics Applications. V. Customer is responsible for validating the data analyzed by the Sensus Analytics Applications. Sensus makes no premises of improving Customees operations or saving Customer money,nor Is Sensus liable for any damages resulting from decisions made by Customer related to Customer's use of Sensus Analytics, IV. Third Party Software. A RedHat Linux. If Sensus is providing Customer with a license to use Redhat Linux Software,Customer agrees to the foticrwing:s Ey entering into dry Agreement,:Customer agrees to abide by and to be legally bound by the teras and conditions of the Red Hat End User License Agreements identified below,each of which are Incorporated into this Agreement by reference and are available at the websites Identified belga Please read the Red Hat End User license Agreements and Incorporated references carefully, Subscription. End User License Agreements Red fiat Enterprise Linux http,t .redhat.comAicen- rheLtha_eula.hbnt Moss Enterprise Middleware http:t .redhat. lcensej aeula.hbnl (002044791 306-WO18211 Page io or 21 Page 698 of 909 MEN= sEnsus Exhibit 8 Technical Support 1. Introduction Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional resources required to resolve ttte Issue.Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the team for further analysis.It Technical Services has exhausted all troubleshooting efforts for the product type,the issue will escalate to the Engineering Support Team.Occasionally,on-she traubleshooftlanalysis may be required.The preferred order of on-site support is: a) The Customer(for assistance with the easiest and lowest time-consuming activities such as power onipower oft), b) The local distributor. c) Sensus employees or contracted personnel,ff required to fulfill a contract commitment 2. Support Calegodes 2.1. General questions regarding functionality,use of product,how-to,and requests for assistance on Sensus AMR,Anil,RF Network Equipment,Metering Products and Sensus Lighting Conal. 2.2. Proactive reporting and resolution of problems, 2.3. Reactive reporting to Isolate,document,and solve reported harlwarelsollware defects, 2.4. Responding to service requests and product granges, 2. . Addressing customer inquiries with printed or electronic docunrnentaton,examples,or additional explanationldariftcation. 3. Support Hours 31. Standard Support Hours:Tot!-few leleplione support(1-8W-638-3748 option#2)is available Monday dr%Friday from 8•DOAM EST to Uopm EST.After- hours,holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1 •638-3748,option 98, 4. Support Procedures 4.1. Customer identifies an Issue or potential problem and ells Technical Services at 1 38-3748 Option 2.The Customer Service Associate or Technical Support Engineer will submit a Support ticket 4.2. The Customer Service Associate or Technical Support Engineer will Identify the caller name and utility by the assigned software serial number,city,and state in which the call originated.The nature of the problem and severity levels will be agreed upon by both parties(either at the Ume the issue is entered or prior to upgrading or downgrading an existing Issue)using die severity definitions below as a guideline,The severity level Is then raptured Into a support ticket for creation and resolution processing.Any time during the processing of this ticket,If the severity level Is changed by Sensus,the customer will be updated. Severity Levels Descriptlow 1 Cust is production system is down.The system is unusable resulting in total disruption of work.No workaround is available and requires immediate attention. Example:Network mass outage,all reading collection devices inoperable,Inoperable head end software(e,g.,RNI Software,Sensus MiSM). ev2 Major system feahurelfuncifon failure. opera.ons are severely restricted;there is a major disruption of work, no acceptable work-around is available,and failure requires Immediate attention. Examples: Network equipment failure (e,g., FlexNet Eche,FlexNet Remote, Base Station transceiver, or VG8); inoperable reading devices(eg., AR5500,VXU,VGE,or CommandLxrk);head end software application has important functionality not working and cannot create export fit-for billing system operations.. ev3 The system is usable and one Issue doesnt affect critical overall operation. Example:Minor network equipment failure(e.g.,EchofRemote false alarms.or Base Station transceiver false alarms),head end software application operable but reports are not running property,modification of view or some noti-crifical function of the software is not running. Sev4 Minor system moues,questions,new features,or enhancement requests to be corrected In future versions, Examples:Minor system issues,general questions,and'i questions. 4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer Is on support If the customer is not on support,the customer Is advised of one service options as well as any applicable charges that may be billed. 4.4. Celts are placed In a queue from which they are accessible to Technical Support Engineers on a first me-fi t-serve basis.A first level Customer Service Associate may assist the customer,depending on the difficulty of the call and the representative's technical knowledge.Technical Support Engineers(Tier 1 support)typically respond/resolve the majority of calls based on their product knowledge and experience.A call history for the particular aunt Is researched to note any existing pattem ort the cell is a new report.This research provides the represeritative a basis and understanding of the account as well as any associated problems andlor resolutions that have been communicated. a. Technical Services confirms that there Is an issue or problem that needs further analysis to determine its cause.The following information must be collected:a de fled description of the Issue's symptom,details on the soflwarelhardware product and version,a description of the environment In which the issue arises,and a list of any corrective awn already taken. b, Technical Services will check the internal database and product defect tracking system,to so if reports of a similar problem exist,and If any working solutions were provided,If an existing resolution is found that wilt address the reported issue,.It shall be communicated to the customer.Gina h Is confirmed that the Issue has been resolved,the ticket.Is closed. c. It there is no known defect or support that defiries the behavior,Technical Services will work with the custom to reproduce the Issue.It the due can be reproduced,either at die customer site or within support center test lab„Technical Services will escalate the ticket for further investigation f resolution. If the Issue involves units that are considered to be detective with no known ream,th-representative will open a Special Ihvestigatlon RMA through the Support system.If It Is determined that a sample is required for further analysis,the customer will be provided with instructions that detail where to send the product sample(s)fora root rause analyse.Once it is determined that the Issue cannot be resolved by Tier 1 resources,the ticket will be escalated to Ter 2 support for confirmationtworkarounds to resolve immediate issue.Technical Services will immediately contact the customer to advise of the escalation.The response and escalation times are listed in Section 5.At this Ume,screen shots,log files,configuration files,and database backups will be created and attached to the ticket. (002D4479,1 306-510018211) Page 11 at 21 Page 699 of 909 SEnsus ftQ 5 Response and Resofution Targets. Sensus Technical Support will make every reasonable effort to meet the iollawing response and resolution targets: sevaft Standard Target fid ca Standard Target lution Resolution(one or mom of the folloyAns) _ Reso Irnmedial*assign trained and qualified ' Satisfactory workaround is provided, Services Staff to correct the error on an a Program patch Is provided. 1 30 Minutes expedited basis. Provide ongoirg - Fix Incorporated into future release, communication on the status of a * Fix or workaround Incorporated into the Support correction. Know!2!�e Base, - 0 Satisfactory workaround is provided. Assign trained and quarified Services * Program patch is provided. 2 4 hours Staff to carred the error. Provide - Fix incorporated Into future release. communication as updates occur. - Fix or workaround incorporated into the Support Ke Base. 0 Answer to question is provided, - Satisfactory workamund Is provided. 3 1 Business Day 90 business days a Fix or workaround incorporated into the Support Knowledge Base. 6 Fix Inco led into future release - Answer to question is pmvldecl. 4 2 Business,Days 12 months Fix or workaround Incorporated Into the Support I I Knowe Base. 8. Problem Escalation Process 61. If the normal support process does not produce the desired results,or if the severity has changed,the Issue may be escalated as follows to a higher level of authority. 6.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor 9 not resolved within 2 hours;to the Manager level It not resoMed within 4 hours;to the[)hector level if not resolved within the same business day;and to the VP level it not resolved Vrlhln 24 hours. 6.1.2. A customer may escalate an issue by calling 14WO-M3748,Option 2.Please specify the Support ticket number and the reason why the issue is being escalated. 6.1.3. to the event that a customer Is not satisfied with the level of support or continual problem with their product,they may escalate a given Supporl ticket to Manager of Technical Services(1-800-638-3748,Option 2). 7, General Support Provisions and Exclusions, 7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum(http:l/myflexnatsystem.aYWModuWUsef/Login).All Sensus customers are provided access to this online database,which includes operation,configuration and tednical manuals.Sensus also hosts periodic user group teleconferences to facilitate the Interchange of product Ideas,product enhancements,and overall customer experiences,The customer shall pmvide names and email accounts to Sensus so Sensus may provide arias to the Portal, 72 Specialized support from Sensus,Is available on a fee basis to addron support Issues outside the scope of this support plan or 9 not covered under another speck maintenance contract For example,specialized systems integration services or out of warranty network equipment repair that Is not covered under a separate maintenance contract. 100204479 1 30)6-WO1821) Page 12 of 21 Page 700 of 909 Kamm 001111011 sensus 111111= ExhlbIt C Pricing In I Item drrrhI Quantity Price tMt NotesGoods SEE EXHIBIT°t:MUOTATION AT PAGES 14 THROUGH 17 - Services SEE EXHIBIT°G"1QUOTATION AT PAGES 14 THROUGH 17 Ongoing Fees - SEE EXHIBIT"C'IOUOTATION AT PAGES 14 THROUGH 17 Annual Paymot To Escalation. Customer shall pay Sot all goods and services rendered by Sensus hereunder at the prices set forth in this Exhibit C(orin the Quote rf one is referenced on the first page If there is a Quote referenced on the first page such Quote is incorporated Into this Exhibit C by reference). The pricing In Exhibit C shad remain I m until the Trigger Gate (as defined on the first page of the Agreement).Starting on the Trigger Dale,and on each anniversary of the Trigger Gate thereedier,the prig In Exhibit C shall automalkaily adjust to equal the summation of 0 the amount charged for such pricing component during the Immediately precedkV year('8ase Amoumr) plus(ii)the product of the Base Amount multiplied by the percentage rate of Increase in theEscalator(s)during the immediately preceding year(which product shall nod be less than zero,such that the pricing in Exhibit C cannot decrease under this ° ). The toes)vatic be calculated utilizing the tors)published the month prior to tine anniversary of the Trigger Date compared to the equivalent month from one year earlier to determine ft escalation. For example,0 the Trigger Date curs in January 2015,the Fscalab*s)will be calculated by comparing December 2013 and December 2014 figures Equipment.Invoices for all Field Devices,RF Field Equipment,Server Hardware and any other goods sold by Sensus hereunder shall be delivered along Win the relevantg Third Party Devlces, In cases where Customer req. Ls or requires Senses to deliver SmartPoint Modules to a third party meter manufacturer(or any other third party),payment for such modules is due within thirty(30)days of the invoice dale to such manufacturer or other third party,t e of how long it takes such thud party to deliver the SmatlPoinl Modules to Customer Services. Invoices for ongoing Fees and services strall,be delivered annually or monthly,as applicable,in advance Invoices for other services shall be delivered upon completion of the applicable service. Invoices and PayrnenL Customer shall pay all Invoices within thirty(30)days of the Customer's receipt of the proper Invoicein accordance with the Florida Prompt Payment Act. Sensus reserves the right to establish credit Herds for Customer and may require full or partial payment prior to shipment of any goods or commencement of any services hereunder. All payments shall be made via elechronic payment to the aro ants)Indicated by Senses from time to time:,unless s requests a strange In payment methods in writing. Lata Payments. Any invoices not disputed in good faith by Custorm Witch Customer does not pay within the ttime provided in this Agreement shall bear interest at the low of(� one t(`yr)per month in accordance with the Florida Prompt Payment Actor(k)the highest rate permitted by applicable law(eoll ely,°Interest(tate`). Disputed Invoices. Resohrtioms of disputed involces will be handled in accordance with Section 218 76,Florida Statutes of the Flora Prompt Payment Act,as may be amended Withholding, Customer may witmhW payment on an invoice for defectve goods and services. Payment by Customer of an Invoice shall deem Sensus to have fully complied with this Agreement for all goods and services represented in the invoice and with all other terns and conditions of this Agreement prior to the data of such payment Taxes. All prices quoted are exclusive of federal,state and nxnnlydpal taxes.Customer is exempt from taxation and no taxes will be Imposed on this Agreement or the goods, services,licenses andfor othet rights provided to Customer,Unless and until Customer provides Sensus with its tax exempt cedifficate,Customer shall be table for all sales,use and other taxes(whether local,state or tedemij Imposed on this Agreement or the goods,services,I` other rights provided to Customer hereunder Delivery and Packaging. Customer shad pay for delivery of the Equipment from Sensus'or Sensus'contracted manufacturers'factory to Customer's warehouse. Sensus reserves the right to setaot the manner In which Equomrent is packaged-Quoted prig include regular packing. I requirements for packing will be subject to extra charges Shipping and completion dates quoted by Sensus are made in good faith but are not guaranteed. Address for Purchase Orders. All puree orders shall be sent to the address listed below. Sensus may od e tela address at any time,upon written notice to the Customer (such notice may be provided via 'i). Sensus USA Inc. PO Boa 487 Uniontown,PA 15401 Ain Customer Service Fax:8000.888-2403 Email lconvjpW@sensus.com (00204479.1 366-9501821) Page 18 of 21 Page 701 of 909 EWAIM 110011NO SEnsus Exhibit C Page 1 4501400 4a®G In A 1 dt womm P.o.DW,taz 1-00"38-3740 QUOTATION Unlonttm,PA 15224 USA rw,w.aera ocan your Quote Number: 28578 Reference- SA ENHANCED &CP Hill to Customer: 084060 Ship to Customer: ATTENTION WANEYA BRANT BOYNTON BEACH CITY OF BOYNTON BEACH CITY OF PURCHASING DEPARTMENT Po BOX 310 PO BOX 310 PURCHASING DEPARTMENT Bow BEACH FL 33425-0310 USA BOYNTON BEACH FL 33425.031.0 Salesman- HERRON BFtOCK Effective Date: 5/04/17 Terms: NET' 30 DAYS Expiration Lutea 4/30/18 US Dollar Line Description Quantity U/M Unit Price 1 Pant#: SSX46XXXXXXXXXX 1 EA. 38,512.210 SAAS W/SFIWR RNI 3.X >35K WM RNI 3.X >35K SERVICES W%TER. YEAR l 2 Part#: MS RNI SAAS 1 EA 39,657.580 ANNUAL RNI SAAS FEE YEAR 2 3 Part#: MS RNI SAGS 1 EA 40,857.640 ANNUAL RI SAAS FEE YEAR 3 4 Part#: IMS RNI SAAS 1 EA 42,083.330 ANNUAL RNI SAAS FEE YEAR 4 5 Part#: MS RNI SAAS 1 EA 43,345.830 ANNUAL RNI SAAS FEE YEAR 5 6 Part#: MS SU RNI SAAS1 1 EA .000 8= RNI SAAS FEE 0-34,999 WI /GAS U4 Quotation Is an oftr to sclt which m odn mit is s kkm to the Senn%Metring$yW m Terme o€Sak avabbic For rkw4 end dtnwAl�dir.idto:Plw�w.se^emn.rereJle e®mastGaetdr�rSartc��1 3'd4tit"y� u buIliosikaadecgotrra WU*d Copy at the Tams of S . {00204479.1 M-90618211 f Pegs 14 of 21 Page 702 of 909 sEnsus Page 2 MWIRM 450 Nath GRIMIR Avenue f-00044ftlif P,O.Bm 4117 1-000-638-3740 wmnmm Unlankmm,PA 15221 USA w0mv.sansub.cm Your Quote Number. 28578 US Dollar SEIPM11sus Line Description Quantity U/M Unit Price 7 Part : 53963183700535E 1 EA 32,335.310 SENSUS WTR ANALYTICS ENHANCED >35K ANNUAL FEE 8 Part#. 5396383700535F 1 EA 33,305.370 SENSUS WTR ANALYTICS ENHANCED >35K ANNUAL FEE 9 Part#: 5396383700535F I EA 34,304.530 SENSUS WTR ANALYTICS ENHANCED >35K ANNUAL FEE 10 Part#: 5396383700535F I EA 35,333.670 SENSUS WTR ANALYTICS ENHANCED >35K ANNUAL FEE 11 Part#: 5396383700535F 1 EA 36o393.680 SENSUS WTR ANALYTICS ENHANCED >3SK ANNUAL FEE 12 Part#: 5396383700521A I EA 2,000.000 SEN ANLYTCS SYSTEM SETUP MATER <5K SENSUS RNI CUSTOMER 13 Partit: PS, SA CUSTOM I EA 5,000.000 SENSUS ANALYTICS CUSTOM BILLNG INTEMATION FEE! 14 Part#. SA WTR CP 1.5 1 EA 6,250.000 WTR CONSUMER PORTAL <1500 ANNL ANNUAL USE FEE 0-1500 YEAR I is Part#: SA WTR CP 1.5 1 EA 6,437.500 WTR CONSUMER PORTAL <1500 ANNIL ANNUAL USE FEE 0-1500 YEAR 2 16 Part#.- SA WrR CP 1.5 1 EA 6,630.630 W7R CONSUMER PORTAL <1500 ANNL ANNUAL USE FEE 0-1500 This Qwwdw Is&n ON to sell which Worin wW Is subjm lathe Scam Makfing Sytkim To=DfSale mlk*le Rw vkwkg aw dowel atedlag m hftffinky.mffl. Pkma wom Casuaw Saylet it 1-BOM38-3749 If you we unable,to acams this site and me"k it prhilecl cW ottho Tens oruits (002444791349-c p11121) Page IS of 21 Page 703 of 909 sEnsus Tae 3 �5ct tioBBh C+afialGe A i �1t P.O.0=487 1- 38.9746 0111111111111111111111 Unbnicvtn,PA 16221 USA www.901mul.com Your Quote Number; 28578 US Dollar SEnsus Line Description Quantity U/M Unit Price YEAR 3 17 Part#: SA WI'R CP 1.5 1 BA 6,829.5=40 WIR CONSUMER PORTAL <1500 ANNL ANNUAL USE FEE 0-1500 YEAR 4 18 Part#: SA WTR CP 1.5 1 EA 70034.430 WTR CONSUMER PORTAL <1500 ANNL ANNUAL 138E FEE 0-1500 YEAR 5 19 Part#: SA WTR CP OVRG 1 EA 2.400 WrA CONSUMER PORTL OVERAGE PER 20 Part#: SA SU WTR CP 1 EA 5,000.000 WIR. CONSUMER PORTAL SET UP FEE WITH SENSUS ANALYTICS 21 Part##1 PS SA CP CIS 1 EA 11,000.000 SENSUS ANALYTICS MNSUMER PORT' CIS INTEGRATION FEE 22 Part#: PS SA CP TRAIN 1 EA 2,000.000 SENSUS ANALYTICS CONSUMR PORTL TRAINING BOYNTON BEACH HAS 35,319 SERVICES. BOYNTON REACH TO INCLUDE P.O. NUMBERS FOR BILLING ON YEARS 2 - 5 FOR ANNUAL FEES THAT WILL BE BILLET? AUTOMATICALLY WITH INCREASES YEARLY AS QUOTED. MOVING FROM LOGIC MDM TO SA ENHANCED. FULL FREIGHT ALLOWED. FOR SHIPPING POINT. CASE - 00507230 ThisQuataliwr is m aBFar Bo sail mbich Muda and is maqw in Bits Semus Mektiae Synhans Tmw afSak aval►obit lir vkwhg acid datwaltadlt u BrBeo lMwswv. rnererBc Fi sc uroerB B tdti Savfce b 14004W374girymucumbktoammdtizsiic ad mjwm u prW60 tWoflh6 Tams orwck 10020"79.1306-9001821) Page 16 of 21 Page 704 of 909 sensus Eno= Page 4 IM0111110 450 North Gathdin Avenise 11-mDA40*111 PA SM497 1.80"36V48 Unbntcrm.PA 15221 USA www.sentus.com Your Quote Number: 28578 US Dollar sEnsus Line Description Quantity U/M Unit Price PROJECT CODE WAKG IF MODIFICATIONS IN MffrHR MATERIALS ORPROCESSING ARE REQUIRED TO MEET NEW REGULATIONS, THE PRICING SUBMITTED ISSUBJECT TO IMMEDIATE CHANGE Thank you for your interest in quality products by Sensus- Current as oft 5/05/17 Correspondence: Purchase Orders: SENSUS SENSUS 207 WINDMERE DRIVE PO BOX 487 BOWLING GREEN, KY 42103 UNIONTOWN, PA 15401 sensus.ordersesensue.com PHONE: 800-ESTER-IT 800-638-3748 ROBERT WHITrAKER Regional Sales Manager This Quoution It Ln oller to sell which includes mW is tarts to ibc Seam Me"g Syskum Tcm ofSL[c evadable for viewing wW Mooting,a fhtvw.wscrsAt.emrdie cunt sstaxscex 5txrke d 14DO439-3741 if sae unewsoucessthis site ad more a ptded0u"ortkTaMDf5m1*. 1002D4479.1 306MQ1021) Page 17 of 21 Page 705 of 909 MEN= sEnsus MEN= Fxhlbk D Statement of Work 1. General Responslblltlhis. a. census will: 1. Conduct a propagation stidy to determine be locations best suited for Installation of he Fie"Base Stations and RD ensure proper communications with end point transmitters and the RNI. lb. Customerwill: 1. Provide a key point of contact to work with Sensus to help facilitate a timely Installation of the FlexNet system 2, Provide Sensus a map of lis Service Territory with latitude and"Aride Clatilonj coordinates of Its Service Territory boundaries,a list of meter cocoons,and a list of preferred Customer tower locations. 3. Work with Sensus to develop a shipping schedule to Include network and metering components for the Sensus AMI System,The shipping schedule will be updated at least quarterly,but may be updated on a more frequent basis as Implementation proceeds, The shipping schedule shall identify each geographic am of the deployment the specific locations of meters{sheet addresses and/or I&Vbn it avallable)in that area.and the estimated date of installation in That area.The plan shall estimate the number of meters by Seasus part number and form type to be installed for each quarter of the project until coarilrietion. 4. Be msponsible for monthly fees associated with to network access for all Vies where network access is needed. 5, R*Ade communications link Oigh speed DSL is firdermil)behimen the RNI and the FlexNet Base Station. One of ft to should be used to access these components,(i)Cisco VPN;ffl Open VPN Connection;or(iii)SSH access via port 22 to Linux NC, If Customer is prWiling SSH access,Pon 22 on the inewall must be opened and redirected to the internal IP address of the Sensus RNI 6. Purchase any routers,hubs,mounting equipment vnirttamoptible power supply or security equipment needed to connect the RNI to Customers Internet network. 7. Be responsible-for the paymemot any bums,renewal,regulatory or license fees assodatedwith the network hardware and software. B. Be,responsible for applying[of and purchasing any needed work permits. 11f, FlexNet Base Station Site Responsiblifflas a, Serious will: 1. Determine the correct FlexNet Base Station configuration for The project FlexNet Base Stations are available In three configurations:indoor,outdoor and rack mounted, 2. Identify and him a qualified installation learn to install and commission the FlexNet Base Station equipment and make final end connections to the equipment for an agreed upon installation fee. 3. Proviiie die FlaxNet Base Statiorr and anterinari suffiderit to receive meter data and provide the meter data ht the RNI via C s provided netwok 4. Provide the following equipment for the FlexNet Base Station installation (a)Antal 8CM7010 Omni Directional Antenna or appropriate panel antenna as required,(b)up to 400 feet of 718'cDaxWl cable per FtexNet Base Station location(c)NIF connectors for 718'coaxial cable required for antenna installation connection,(d)jumpers required to attached antenna to coax and to FlexNet Base Station(Length of Jumper to be detennined by individual site),(a)RF Potyphaser surge current arrestor,(0 grounding ft for 716'coaxial cable,(g)#6 straided grounding wire for grounding FlexNet Base Station Cabinet,(h)antenna mount and standoff for antenna installation,®r hoisting gaps to install coaxial cable and to support coax cable,@ equipment required to pickup,transport and install FlexNet Base Station on Platfoan,and k)one(1)hoisting go per cm catrie and hangars as needed. 5. Have access to a ground reld(supplied by Customer)to prop"ground die FlexNet Base Station and antenna equipment 6 Mount the FlaxNel Base Station cabinet(if needed)to the structure provided and Identified by Customer. 7. Mate all data and pow teffninal,and antennae ourtecticins at the FlexNel Base Station Cabinet This includes the connection from the power some(supplied by Customer)and connection of the CAT 5 data line(supplied by Ch sicim)from the network access point at the site B. Provide aK strapping hardware needed lo run the data and pow cables Imm the base of tie Flex"Base Station site to the antennae it needed 9. install the antenna at an agreed-upon locaficin on the antenna structure 10. Provide and install Andrew 71W cD&xal cable from each FlexNet Base Station location to antenna mount location Coax will be installed on the appropriate leg of lower or mounting structure, 11. Pro"and Install antenna mount with a 3 foot stand-off for the antenna Installation 12. Mount the Sensus provided Antel BC 7010 or appropriate panel antenna for installation 13, install the Sonsus provided RF Polyphaser and bond it to the ground buss entry location. 14, install a 6 foot jumparr from pirlyphaser entry port of FlexNet Base Station duplexer, 15. Ground the FlexNet Base Station to common ground with appropriate#6 ground wins and appropriate ground lugs. 16. Program and commission the FlexNet Base Station for proper operation 17. Sweep the antenna and coax line to ensure conformance to Sensus'published specifications. 18, Perform drive-by testing to verify Covafag6L 19, Not be held responsible for damage to any Interiodexteft coatings an water tanks that result from welding of antenna mounts to tanks,Parties will agree to a scope of work prior to Installation, b. Customer will: 1. Provide an area at the FlexNet Base Station site for Instillation if the FlexNet Base Stabon is to be installed at a Customer provided site and prepare the site as follows' A. The site must have a network connection available for the rkxNet Base,Station to communicate with RNI Suggesterl communications methods are Ethemet,DSL,KWome and wireless The Ethernet connector on the FlexNet Base Station unit Is an RJ A5 type,1fVI00 auto signaling rate Minimum WAN bandwidth requirements are 128 kbps with a redundant path. Any network equipment to interface the FlexNet Base Station such as Juniper muter I firewall,switches,etc will be Customer provirted, B, Customer will supply connectivity infourraWn to Sensus(IP address,default gateway,sub-net mask,etC.)r C. Provide suitable antenna mounting structure such as a to%*(,mono-pole,or bottling that is capable of supporting the weight of the antenna, cable, mounting hardware and wind loading 0 An Indoor site should have adequate mom for the rack facilitating opening of both front and rear doors,and an available 120V grounded outlet within 10 (00204470,11 306,WD16211 I Page 18 of 21 Page 706 of 909 MEN= MIRM SEnsus EmsEll feet. E_ An Outdoor site InstaUtion single phase 240 VAC 30 amp circuit from Meter bank to disconnect paru.4 an FlexNet Base Station F. An Outdoor site shall have Installation of FlexNet Base Station concrete support pad or suitable steel suppon structure with a minimum loading capacity of 60mj so In& G. An Indoor site should have adequate environmental controllvenfilabeft. Recommended erwimnmental ranges are shown In Appendix A of the Tower Gateway Base Stallon Installation Manual. Although the unit is capable of operation In extreme temperatures maintaining a moderate and constant temperature environment will promote trouNe-fift service and long He. H. The site must have all RF and power connections property surge arrested to prevent damage In the event of a meior lightning shrike. A Halo We building ground installation with a tie available to conned to the rack ground bar is recormended:Motorola R-85 grounding specification preferred. I. Customer to supply a cable bridge between the antenna mounting structure and the incloortoddy FlexNet Base Station site 9 and as needed J. For each outdoor basestatan that Is required at your Wagon,you am responsible to provide two(2)additional pons on your LAN and one(1)additional part fore indoor b 2. Provide the necessary trenching of the power line,conduit,and cabling needed to supply power korn the power source outlet to the base station cabinet.All electrical equipment will be installed in accordance with local codes. 3. Provide ndwork am=at to M whem the FlexW Base Station is to be installol, QEWv st"consult with a Sensus representative regarding the available options for network connections between FlexNet Ease Station and RNI 4, Provide CAT 5 UV and weather resistant network cable from the network service provider access link to the cabinet 5. Provide any conduit or trandiing;needed to run the data cable ID the FlexNet Base Station.Custorneris responsible to mum that data cable is located within I foot of the final location of the%Nei Base Station. Provide padlocks at each FlexNet Base Station location for security purposes. 7. Install grounding material at the location of the FlexNet Base Station Installation,At a minurnum,the materiat should consist of#4 or#2 stranded copW W:re which will cormed to the FlexNet Base Station, 8. Provide acoess to a proper gmund FeW at the FlexNet Base Station site to enable Sensus to property ground the FlexNet Base Station and antenna equipment- 9. Be responsible for getting aocesoermisslon to any structure that is not owned by Customer. III, Echo Transceiver I Remote Transceiver Responsibilities a. Sensus WHE 1. Provide Mounting Wdck&for Irstallisition. 2, Idently,the optimum location to Install the EftTransavedRemote Transceiver and communiuile toe locallons to Customer 3, Echo Tr h T will be IdeWilied only afe sufficient Flextial Base Sliationsand endpoints have been Installed!and I Is apparent that additional infrastructure in the form of Echo TransceliverOternote Transceivers is required to optimize system performance It. Customer will: 1. Provide a 120 VAC power source and cable run,in compliance with local code,to the point where each Echo Transceiver/Remole Transceiver will be Installed to supply all necessary pow requirements.These boxes can be installed on top of poles,buildings,etc.For such table tuns,18 AWG UV and weather resistant pow cable for tuns less than 470 fl.and 16 AWG for runs less than 750 IL are needed. 2. Install the Echo Transceiver/Remote Transceiver units and ancillary equipment necessary to a structure 3. Initiate,citAinate and acquire au tion for Installation crews to cift poles,buildiNs and other stnucbtres necessary to safety affix cable runs as needed for the installation of the Echo Tran sceivers/Rmate Transceivers. 4, ftAde adequate electricily to he EftTr h Transcerver locations and be reli;ponsibia for any and at recurring Oectricity charges for Echo TransceiverRemote Transceiver operations. 5. Be mWE&for ongoingi mainlerwa ard support of the equipment Offer Installation. IV, Endpoints&Field Installation RespoWbillfles a. Costomerwill: 1, Purchase Endpoints. `En in In this Exhibil only,means a Sensus meter or a Senses SmmVdnt Module Installed on a third party meter. Z Customer Is responsible for the sale Installation of the Endpoints. For electricity products,Customer shelf rust test and confirm that each socket to which a Network Deliice will beft connected is In safe operating condition,Is fully functional,Is not cortoded,does not contain impnipedy installed Jews;or other dek-liencies,complies with ANSI standards,and is not'hor,damaged,or otherwise In need of maintenance at repair. 1 Install or hire a qualified Installation contractor to Install all Endpoints to be used in the AMI System. 4. Be respion&ible for quality assurance for their personnet and/or an Installation contractor as it relates to proper installation of Enrlpolats, 5, Visit and troubt Endpoints that are not reporting Into the system,Investigate any nm-reporling Encipoints to ensum thal there am no cut Wres,irriproper installations, improperprogramanng and resolve all data entry eh ois in the system. 6. Assign an internal and/or Installation contractor auditor to ensure installation work is coned.Sass will train this individual to property identify and correct any known probhm in the W,This individual will be the primary contad to troubles1noot,Identify and correct non reporting Endpoft and Installation errors. 7; Once N Installer has wmpleiad of•in"aban Issues,Sm=will Investigate the remaining Endpoints to Identify and fix any coverage Issues B. Coontinale with Sens;us to estaW the bidpoms Installation wheduia,Mphent quantities,and overall proiled broetine. 9. Be responsible to rent or purduse appcoed harclheld programff"devides in suffbard quantities to med the demands of the installers. 100204479.1 306-90011821) Page 19 of 21 Page 707 of 909 MUSIME man= sensus SEE= nn e Product attached) (00204479.1306-90018211 Page 20 of 21 - Page 708-of-909 BROOM Baum SEnsus 00 Exhlbft F Pro gallon Ana {s (see attached) (OD2M791306• 1&211 Page 21 of 21 Page 709 of 909 7.D. Consent Bids And Purchases Over $100,000 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20- 077-Approve a contract with Globaltech, Inc. for the installation of new emergency power generators of the East Water Treatment Plant (EWTP) and authorize the City Manager to sign the contract. The phase 1 budget for development of the GMP is$142,051.00 Globaltech, Inc. was selected through Request For Qualifications (RFQ) #066-2821-19/TP and approved by Commission at their June 2nd 2020 meeting. Explanation of Request: The contract with Globaltech is a Progressive Design Build contract that allows for two phases. The first phase is for the development of a Guaranteed Maximum Price (GMP) for the work. Once the GMP is established, and if considered appropriate by the department, they will return to Commission for their approval of the GMP as a second phase. If there is no agreement on the GMP the contract allows for an off ramp. In this circumstance the City will take ownership of all of the completed work and may choose to bid the project on the open market. How will this affect city programs or services? The EWTP is required to have a back-up power generation to ensure continuity of operations during any electric utility power failure. The special contract with FPL enables them to curtail our supply during periods of exceptionally high demand. In compensation, the utility receive a significant price discount. A further consequence is that the utility must use an ultra low emission generator (Tier 4) while on curtailment but can use a more common, low emission (Tier 2) unit, at other times. The project aims to install 2 generators, one of each type, to provide back-up power for any eventuality both during a short term curtailment or a long term outage post a major storm. Commission has a separate request for the pre purchase of the two generators in order to speed up the project. It may be possible due to the respective lead times to temporarily connect the smaller unit and release the rental unit to save money. The current monthly charge for the rental generator is$7,866.00. Fiscal Impact: Budgeted Funds are available in account 403-5000-533-65.02 WT 1902 Alternatives: The EWTP is required by the Florida Administrative Code to have a suitable back-up power unit. Strategic Plan: Strategic Plan Application: Climate Action: Page 710 of 909 Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description Resolution approving Contract with Globaltech for D Resolution the installation of Emergency Power Generators at the EWTP D Contract Contract Document D Attachment Phase 1 Fees detail D Attachment Globaltech Billing rates Page 711 of 909 1 2 RESOLUTION NO. R20- 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVE A CONTRACT WITH 6 GLOBALTECH, INC. FOR THE INSTALLATION OF NEW 7 EMERGENCY POWER GENERATORS OF THE EAST 8 WATER TREATMENT PLANT (EWTP) AND AUTHORIZE 9 THE CITY MANAGER TO SIGN THE CONTRACT; AND 10 PROVIDING AN EFFECTIVE DATE. 11 12 WHEREAS, The EWTP is required to have a back-up power generation to ensure 13 continuity of operations during any electric utility power failure; and 14 WHEREAS, The project aims to install 2 generators, an ultra low emission 15 generator (Tier 4) while on curtailment and a low emission (Tier 2) unit, at other times, to 16 provide back-up power for any eventuality both during a short term curtailment or a long 17 term outage post a major storm; and 18 WHEREAS, the contract with Globaltech, who was selected through Request For 19 Qualifications (RFQ) 4066-2821-19/TP and approved by Commission at their June 2nd 20 2020 meeting, is a Progressive Design Build contract that allows for two phases, the first 21 of which is for the development of a Guaranteed Maximum Price (GMP) for the work; and 22 WHEREAS,the City Commission finds this action necessary to the public's safety 23 to approve a contract with Globaltech, Inc. for the installation of new emergency power 24 generators of the East Water Treatment Plant (EWTP) and authorize the City Manager to 25 sign the contract. 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 27 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed 29 as being true and correct and are hereby made a specific part of this Resolution upon 30 adoption. 31 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby 32 approves a contract with Globaltech, Inc., selected through Request For Qualifications 33 (RFQ)4066-2821-19/TP and approved by Commission at their June 2nd 2020 meeting, for 34 the installation of new emergency power generators of the East Water Treatment Plant 35 (EWTP) and authorize the City Manager to sign the contract. S:ACA\RESO\Agreements\Globaltech Emergency Power Generators-Reso.docx Page 712 of 909 36 Section 3. That this Resolution shall become effective immediately. 37 38 PASSED AND ADOPTED this day of August, 2020 39 CITY OF BOYNTON BEACH, FLORIDA 40 YES NO 41 42 Mayor— Steven B. Grant 43 44 Vice-Mayor—Ty Penserga 45 46 Commissioner—Justin Katz 47 48 Commissioner—Woodrow L. Hay 49 50 Commissioner—Christina L. Romelus 51 52 VOTE 53 ATTEST: 54 55 56 Crystal Gibson, MMC 57 City Clerk 58 59 60 (Corporate Seal) 61 62 S:ACA\RESO\Agreements\Globaltech Emergency Power Generators-Reso.docx Page 713 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR This AGREEMENT is made effective as of — 1��.<��sl�RT 1u���'[E ,2020,by and between the following parties,for services in connection with the Project identified below: OWNER: The City of Boynton Beach, Florida 100 E. Ocean Avenue PO Box 310 Boynton Beach, FL 33425-0310 DESIGN-BUILDER: Globaltech, Inc. 6001 Broken Sound parkway, Suite 610, Boca Raton, FL 33487 PROJECT: RFQ 4 006-2821-20/TP—East Water Treatment Plant Generator Replacement Progressive Design-Build WHEREAS, the CITY solicited proposals from qualified Design-Build Firms to provide the procurement and installation of the replacement generator at the East Water Treatment Plant. WHEREAS, pursuant to Section 287.055, Florida Statutes,the City of Boynton Beach solicited proposals for non-exclusive Contracts to perform professional services, and WHEREAS, at its meeting <I SER' l `hL 202 by Resolution No.. 1NSERT>,the CITY Commission authorized the proper CITY officials to execute this Contract hereinafter referred to as Contract No.: 006-2821-20/TP. In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder now agree as follows: Article 1.0 Scope of Work 1.1 Phased Delivery. Owner and Design-Builder will implement the Project on a phased basis. 1.2 Phase 1 Services. Owner has selected Design-Builder on the basis of Design-Builder's proposal for the performance of design, pricing, and other services for the Project during Phase 1. Design- Builder shall perform such services to the level of completion required for Design-Builder to establish the Contract Price for Phase 2, as set forth in Section 1.3 below. The Contract Price for Phase 2 shall be developed during Phase 1 in conjunction with Attachment B. Design-Builder's Compensation for Phase 1 Services is set forth in Section 1, Phase 1, of Attachment B, Compensation. The level of completion required for Phase 1 Services is defined in Attachment A, Scope of Work(either as a percentage of design completion or by defined deliverables). 1.3 Phase 2 Services. Design-Builder's Phase 2 services shall consist of the completion of design services for the Project, the procurement of all materials and equipment for the Project, the performance of construction services for the Project, the start-up, testing, and commissioning of the Facility,and the provision of warranty services,all as further described in Attachment A,Scope © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 P P ee77114 of 909 Progressive Design/Build Agreement /70 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR of Work. Upon receipt of Design-Builder's proposed Contract Price for Phase 2, Owner may (a) accept the Contract Price and issue a Notice to Proceed with Phase 2 services, or (b) enter into a negotiation with Design-Builder on the scope and Contract Price,and,if required,on the schedule, for Phase 2 services to achieve a mutually acceptable basis on which to proceed, or (c) reject Design-Builder's proposal for Phase 2 and either (i) cancel the Project, (ii) proceed with another Design-Builder, or(iii) exercise the "off-ramp"final design provisions of Section 1.4, Off-Ramp. The Contract Price for Phase 2 Services will be set forth in Section 2,Phase 2, of Attachment B, Compensation,when mutually agreed between the parties. Once the parties have agreed upon the Contract Price and Owner has issued a Notice to Proceed with Phase 2, Design-Builder shall perform the Phase 2 services,all as further described in Attachment A,Scope of Work,as it may be revised. 1.4 Off-Ramp. 1.4.1 The parties acknowledge that Owner's ability to successfully complete the Project may be significantly impacted if Owner elects to terminate Design-Builder's services at the end of Phase 1,rather than proceeding to Phase 2 under Section 1.3 ("Phase 2 Services")and certain design sub- consultants are not available to continue working on the Project. Consequently, Design-Builder hereby agrees that if Owner terminates Design-Builder for any reason, Owner shall have the right to contract directly with such design sub-consultants for design-related services on this Project,and Design-Builder shall take such steps as are reasonably necessary to enable Owner to implement such relationship. Design-Builder shall provide in any design sub-consultant agreements that Owner shall have the right to negotiate directly with such design sub-consultants for the continuation of their services with respect to the Project, and that any provisions with respect to copyright or the ownership of instruments of service confirm such right of Owner. 1.4.2 If the parties are unable to reach an agreement on Design-Builder's proposed Contract Price for Phase 2 under Section 1.3 within the time limit for acceptance specified in the Proposal, as may be extended by the mutual agreement of the parties,then the proposed Contract Price shall be deemed withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the Project will proceed,with Owner having the following options: 1. Owner may declare Phase 1 Services completed and authorize Design-Builder to continue to advance the final design of the Project as an extension of Phase 1 or as an Additional Service, as applicable; or 2. Owner may terminate the relationship with Design-Builder and proceed to exercise its available options to perform the final design and construction with parties other than Design-Builder. 1.4.3 If Owner fails to exercise either of its options under Section 1.4.2 in a reasonable period of time, Design-Builder may give written notice to Owner that it considers this Agreement completed. If Owner fails to exercise either of the options under Section 1.4.2 within ten (10) days of receipt of Design-Builder's notice,then this Agreement shall be deemed completed. 1.4.4 If Owner terminates the relationship with Design-Builder under Section 1.4.2.2, or if this Agreement is deemed completed under Section 1.4.3, then Design-Builder shall have no further liability or obligations to Owner under this Agreement 1.5 Completion. Once Design-Builder has received a Notice to Proceed with Phase 2, Design- Builder shall perform all design and construction services, and provide all material, equipment, tools, labor, manuals, and start-up and commissioning services for the Project necessary to complete the Work described in and reasonably inferable from the Contract Documents. Following Substantial Completion of the Work, Design-Builder shall conduct performance tests to demonstrate that the Facility Performance Criteria have been met, as a condition for Final Acceptance. © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 PP 15 of 909 Progressive Design/Build Agreement / 0 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Article 2.0 Contract Documents 2.1 Contract Documents. The Contract Documents are comprised of the following: 1. All written modifications, amendments and change orders to this Agreement issued in accordance with Attachment D, General Conditions; 2. Written Supplementary Conditions, if any,to the General Conditions; 3. This Agreement, including all exhibits and the following attachments: Attachment A Scope of Work Section 1 Phase 1 Scope of Work Section 2 Phase 2 Scope of Work Attachment B Compensation Section 1 Phase 1 Services Compensation Section 2 Contract Price for Phase 2 Services Attachment C Schedule Attachment D General Conditions Attachment E Indemnity, Insurance &Bonding Attachment F Owner's Project Design-Build Criteria by Reference. Attachment G Special Conditions 4. Construction Documents prepared and reviewed in accordance with GC 2.4; to be developed in Phase 2 5. The following other documents, if any, attached hereto: (List, for example, Unit Price Schedules, Design-Builder's allowances, Design-Builder's rates for design services, and any other document Owner and Design-Builder elect to make a Contract Document) Article 3.0 Interpretation and Intent 3.1 Contract Documents. The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Phase 1 Compensation and the agreed Contract Price for Phase 2 Services. The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event of any inconsistency,conflict,or ambiguity between or among the Contract Documents,the Contract Documents shall take precedence in the order in which they are listed in Section 2.1 hereof. 3.2 Meanings. Terms,words and phrases used in the Contract Documents,including this Agreement, shall have the meanings given them in GC 1.2. 3.3 Entire Agreement. The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein in their entirety. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents. © Copyright 2013 by The Water Design-Build Council(WDBC) WDBC Document No. W-1701-2013 PP 16 of 909 Progressive Design/Build Agreement / 0 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Article 4.0 Ownership of Work Product 4.1 Work Product. All drawings, specifications and other documents and electronic data furnished by Design-Builder to Owner under this Agreement("Work Product")are deemed to be instruments of service and Design-Builder shall retain the ownership and property interests therein, including the copyrights thereto. 4.2 Owner's Limited License upon Payment in Full. Upon Owner's payment in full for the Work performed in each Phase under the Contract Documents, Design-Builder shall be deemed to have granted Owner a limited license to use the Work Product solely in connection with Owner's ownership,use,and occupancy of the Project. Owner shall not use the Work Product on any other project or facility without Design-Builder's express written consent. 4.3 Owner's Limited License upon Owner's Termination for Convenience or Design-Builder's Election to Terminate. If Owner terminates the Project for its convenience asset forth in Article 8.0 ("Termination for Convenience"), or if Design-Builder elects to terminate this Agreement in accordance with GC 9.5 ("Design-Builder's Right to Terminate for Cause"),Design-Builder shall, upon Owner's payment in full of the amounts due Design-Builder under the Contract Documents, be deemed to have granted Owner a limited license to use the Work Product to complete the Project and subsequently use and occupy the Project, conditioned on the following: 1. Use of the Work Product is at Owner's sole risk without liability or legal exposure to Design-Builder or anyone working for or through Design-Builder, including Design Consultants of any tier(collectively the "Indemnified Parties"). 4.4 Owner's Limited License upon Design-Builder's Default. If this Agreement is terminated due to Design-Builder's default pursuant to GC 9.3 ("Owner's Right to Perform and Terminate for Cause") and (i) it is determined that Design-Builder was in default, and (ii) Owner has fully satisfied all of its obligations under the Contract Documents, then Design-Builder shall grant Owner a limited license to use the Work Product in connection with Owner's completion,use and occupancy of the Project. This limited license is conditioned on Owner's express understanding that its use of the Work Product is at Owner's sole risk and without liability or legal exposure to any Indemnified Party. 4.5 Owner's Indemnification for Use of Work Product. Owner recognizes that in the event of an early termination of the Work,whether for convenience or for cause,Design-Builder will not have the opportunity to finish or to finalize its Work Product. Therefore,if Owner uses the Work Product under Sections 4.3 or 4.4 in whole or in part, Owner agrees to defend,indemnify and hold harmless the Indemnified Parties from and against any and all claims, damages, liabilities, losses and expenses, including attorneys' fees, arising out of or resulting from Owner's use of the Work Product,to the fullest extent permitted by applicable law. Article 5.0 Contract Time 5.1 Dates of Commencement. 5.1.1 Design-Builder's Phase 1 Services shall commence within five (5) days of Design- Builder's receipt of Owner's Phase 1 Notice to Proceed unless the parties mutually agree otherwise in writing. The parties shall use their best efforts to complete the Phase 1 Services within the time durations detailed in Attachment C. Section Entitled; "SCHEDULE". © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 PP 17 of 909 Progressive Design/Build Agreement / 0 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 5.1.2 The Phase 2 Services shall commence on the date within five(5)days of Design-Builder's receipt of Owner's Phase 2 Notice to Proceed ("Date of Commencement") unless the parties mutually agree otherwise in writing. 5.2 Substantial Completion and Final Completion 5.2.1 Substantial Completion of the entire Work shall be achieved no later than Four Hundred 400 calendar days after the Date of Commencement ("Scheduled Substantial Completion Date"). 5.2.2 Interim milestones and/or Substantial Completion of identified portions of the Work shall be achieved in accordance with Attachment C,Schedule. 5.2.3 Final Completion of the Work or identified portions of the Work shall be achieved within Six (60) days after Substantial Completion. 5.2.4 All of the dates set forth in this Article 5.0 shall be subject to adjustment in accordance with the General Conditions. 5.3 Time is of Great Importance. Owner and Design-Builder mutually agree that time is of great importance with respect to the dates and times set forth in the Contract Documents. Owner agrees to provide all site access,materials, information, data, and approvals required under the Contract Documents in a timely manner, as required for Design-Builder to achieve the interim milestones of the Schedule and the Scheduled Substantial Completion Date. 5.4 Liquidated Damages. Design-Builder understands that if Substantial Completion is not achieved by the Scheduled Substantial Completion Date (as it may be extended hereunder), Owner will suffer damages which are difficult to determine and accurately specify. Design-Builder agrees that if Substantial Completion is not achieved by the Scheduled Substantial Completion Date (the "LD Date"), Design-Builder shall pay Owner One Thousand Dollars $1 000.00as liquidated damages for each day that Substantial Completion extends beyond the LD Date,up to a maximum of: Fifty Thousand Dollars ($50,000.00). The liquidated damages provided herein shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties and any other damages, whether special or consequential, and of whatsoever nature incurred by Owner which are occasioned by any delay in achieving Substantial Completion. No Liquidated Damages shall be assessed in the event that Owner takes early beneficial occupancy of the Facility or makes partial use thereof for operating or commercial purposes before Substantial Completion is achieved. 5.5 Early Completion Bonus. If Substantial Completion is achieved on or before Twenty (20) days before the Scheduled Substantial Completion Date (the "Bonus Date"), Owner shall pay Design-Builder at the time of Final Payment under Section 7.4 hereof an early completion bonus of Five Hundred Dollars ($500.00) for each day that Substantial Completion is achieved earlier than the Bonus Date. Such Early Completion bonus shall not exceed Eight Thousand Dollars ($10,000.00) in the aggregate. © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 P P 8 of 909 Progressive Design/Build Agreement / 0 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Article 6.0 Compensation and Contract Price 6.1 Phase 1 Compensation. For the Phase 1 Services,Owner shall pay Design-Builder compensation in accordance with Section 1,Phase 1, of Attachment B, Compensation. 6.2 Phase 2 Contract Price. For the Phase 2 Services,Owner shall pay Design-Builder in accordance with Section 2,Phase 2,of Attachment B,Compensation,an agreed Contract Price equal to Design- Builder's Fee (as defined in Attachment B) plus the Cost of the Work (as defined in Attachment B), subject to adjustments made in accordance with the General Conditions. Article 7.0 Procedure for Payment 7.1 Payment for Phase 1 Services 7.1.1 Owner shall compensate Design-Builder monthly for Phase 1 Services performed under the Agreement per Attachment B, Section 1. 7.1.2 Owner shall pay Design-Builder for Phase 1 Services within thirty(30)days after Owner's receipt of each properly submitted and accurate Application for Payment in accordance with the provisions of GC 5.1 ("Payment for Phase 1 Services") and 5.4 ("Withholding of Payments"). 7.2 Progress Payments for Phase 2 Services 7.2.1 An initial payment of Zero dollars (SO) shall be made upon execution of this Agreement and credited to Owner's account at final payment 7.2.2 Design-Builder shall submit to Owner on or before the tenth (15th) day of each month, beginning with the first month after the Date of Commencement, Design-Builder's Application for Payment in accordance with GC 5.3 ("Monthly Progress Payments for Phase 2 Services"). 7.2.3 Owner shall make payment within thirty (30) days after Owner's receipt of each properly submitted and accurate Application for Payment in accordance with GC 5.3, but in each case less the total of payments previously made, and less any amounts properly withheld under GC 5.4("Withholding of Payments")and Section 7.3 below("Retainage on Progress Payments"). 7.2.4 If Design-Builder's Fee is a fixed amount, the amount of Design-Builder's Fee to be included in Design-Builder's monthly Application for Payment and paid by Owner shall be proportional to the percentage of the Work completed, less payments previously made on account of Design-Builder's Fee. 7.3 Retainage on Progress Payments 7.3.1 Owner will retain Ten percent(10%)of each Application for Payment provided, however, that when Fifty percent(50%) of the Work has been completed by Design-Builder, and if the Work is proceeding satisfactorily, then Owner will not retain any additional amounts from Design-Builder's subsequent Applications for Payment. Owner will also reasonably consider reducing retainage for Subcontractors completing their work early in the Project. 7.3.2 Upon Substantial Completion of the entire Work or,if applicable,any portion of the Work, pursuant to GC 5.7 ("Substantial Completion"), Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 P P 19 of 909 Progressive Design/Build Agreement / 0 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR of Work as noted in the Certificate of Substantial Completion or other withholdings pursuant to GC 5.4. 7.4 Final Payment 7.4.1 Design-Builder shall submit its Final Application for Payment to Owner in accordance with GC 5.8("Final Payment"). Owner shall make payment on Design-Builder's properly submitted and accurate Final Application for Payment within ten(10) days after Owner's receipt of the Final Application for Payment, provided that Design-Builder has satisfied the requirements for final payment set forth in GC 5.8.2. 7.5 Record Keeping and Financial Controls 7.5.1 Design-Builder acknowledges that this Agreement is to be administered on an"open book" arrangement relative to Costs of the Work,including the development and agreement upon the Contract Price for Phase 2 Services. Design-Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles, and in such accounts as may be necessary for Owner's utility accounting purposes. During the performance of the Work and for a period of three (3) years after Final Payment,Owner and Owner's accountants shall be afforded access from time to time, upon reasonable notice, to Design-Builder's records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the Work, all of which Design-Builder shall preserve for a period of three (3) years after Final Payment,provided, however, that such access, review, and audit rights shall not extend to any compensation amounts established on the basis of fixed rates for overhead or fee, or an agreed fixed sum, or unit rates for any element of cost. Article 8.0 Representatives of the Parties 8.1 Owner's Representatives 8.1.1 Owner designates the individual listed below as its Senior Representative ("Owner's Senior Representative"),which individual has the authority and responsibility for avoiding and resolving disputes under GC 8.2.3: Michael Low Deputy Director,Manager of Technical Services 124 E Woolbright Road, Boynton Beach,FL 33435 561-742-6403 8.1.2 Owner designates the individual listed below as its Owner's Representative, which individual has the authority and responsibility set forth in GC 3.4 ("Owner's Representative"): Michael Low Deputy Director,Manager of Technical Services 124 E Woolbright Road, Boynton Beach,FL 33435 561-742-6403 © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 P P 0 of 909 Progressive Design/Build Agreement / G2 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 8.2 Design-Builder's Representatives 8.2.1 Design-Builder designates the individual listed below as its Senior Representative ("Design- Builder's Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under GC 8.2.3: Paul Gandy,PE 6001 Broken Sound Parkway Suite 610 Boca Raton,FL 33487 Phone: 561-997-6433 Design-Build Project Manager 8.2.2 Design-Builder designates the individual listed below as its Design-Builder's Representative, which individual has the authority and responsibility set forth in GC 2.1.1: Nico Shaner,PE 6001 Broken Sound Parkway Suite 610 Boca Raton,FL 33487 Phone: 561-997-6433 Design Project Manager Article 9.0 Indemnity,Insurance and Bonds 9.1 Indemnity. Indemnification obligations between the parties shall be as set forth in Article 4.0, above, and in Section 1.0,Indemnity, of Attachment E,Indemnity, Insurance &Bonding. 9.2 Insurance. The parties shall procure the insurance coverages set forth in Attachment E, Indemnity, Insurance &Bonding,in accordance with the General Conditions. 9.3 Bonds and Other Performance Security. If so required, Design-Builder shall provide a performance bond and labor and material payment bond or other performance security in accordance with Section 8.0,Bonds, of Attachment E,Indemnity, Insurance &Bonding. Article 10.0 Other Provisions 10 Other provisions,if any, are as follows: 10.1 Mutual Waiver of Consequential Damages:Notwithstanding any other provision of this Agreement to the contrary, neither party including their officers agents, servants and employee shall be liable to the other for lost profits or any special,indirect,incidental,or consequential damages in any way arising out of this Agreement however caused under a claim of any type or nature based on any theory of liability(including but not limited to: contract,tort,or warranty)even if the possibility of such damages has been communicated. 10.2 Limitation of Liability:Notwithstanding any provision to the contrary contained in this Agreement, Design-Builder's total liability to Owner for any and all injuries,claims,losses,expenses or damage whatsoever from any cause or causes, including but not limited to Design Builder's negligence, errors, omissions, strict liability or breach of contract, or breach of warranty, shall not exceed the © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 P P 1 of 909 Progressive Design/Build Agreement / PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR total amount of$50,000 or the fee Design Builder receives under this Agreement whichever is greater. 10.3 SCRUTINIZED COMPANIES 287.135 and 215.473: By submission, Design-Builder certifies that the Design-Builder is not participating in a boycott of Israel. Design-Builder further certifies that Design-Builder is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or has Design-Builder been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice,in writing, to Design-Builder of the City's determination concerning the false certification. Design- Builder shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Design-Builder shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Design-Builder does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 10.4 TRADE SECRET: Any language contained in the Design-Builder's Proposal purporting to require confidentiality of any portion of the Proposal, except to the extent that certain information is in the City's opinion a Trade Secret pursuant to Florida law, shall be void. If Design-Builder submits any documents or other information to the City which the Design-Builder claims is Trade Secret information and exempt from Florida Statutes Chapter 119.07 (Public Records Laws), the Design-Builder shall clearly designate that it is a Trade Secret and that it is asserting that the document or information is exempt. The Design-Builder must specifically identify the exemption being claimed under Florida Statutes 119.07. The City shall be the final arbiter of whether any information contained in the Design-Builder's Proposal constitutes a Trade Secret. The City's determination of whether an exemption applies shall be final, and the Design-Builder agrees to defend, indemnify, and hold harmless the City its officers, employees, volunteers, and agents, against any loss or damages incurred by any person or entity as a result of the City's treatment of records as public records . Proposals purporting to be subject to copyright protection in full or in part will be rejected. EXCEPT FOR CLEARLY MARKED PORTIONS THAT ARE BONA FIDE TRADE SECRETS PURSUANT TO FLORIDA LAW, DO NOT MARK YOUR PROPOSAL AS PROPRIETARY OR CONFIDENTIAL. DO NOT MARK YOUR PROPOSAL OR ANY PART THEREOF AS COPYRIGHTED. 10.5 PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty(3 0) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is an public agency subject to Chapter 119, Florida Statutes. The Design-Builder shall comply with Florida's Public Records Law. Specifically,the Design-Builder shall: A. Keep and maintain public records required by the City to perform the service; B. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119,Fla. Stat.or as otherwise © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 P P 2 of 909 Progressive Design/Build Agreement / PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Design- Builder shall destroy all copies of such confidential and exempt records remaining in its possession once the Design-Builder transfers the records in its possession to the City; and D. Upon completion of the contract, Design-Builder shall transfer to the City, at no cost to the City, all public records in Design-Builder's possession All records stored electronically by Design-Builder must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 10.6 IF THE DESIGN-BUILDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE DESIGN-BUILDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6061 GIBSONC@BBFL.US © Copyright 2013 by The Water Design-Build Council(WDBC) WDBC Document No. W-1701-2013 Progressive Design/Build Agreement P 3 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein. "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF,the parties have hereunto set their hands and seals on the day and year set forth below their respective signatures. IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies, each of which shall be considered an original on the following dates: DATED this day of 20 CITY OF BOYNTON BEACH City Manager Paul Gandy, PE, President, Globaltech, Inc. Attest/Authenticated: Title (Corporate Seal) City Clerk Approved as to Form: Attest/Authenticated: Office of the City Attorney Secretary Print Name © Copyright 2013 by The Water Design-Build Council(WDBQ WDBC Document No. W-1701-2013 P 1 4 of 909 Progressive Design/Build Agreement / G2 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR ATTACHMENT A SCOPE OF WORK SECTION 1 PHASE 1 1.0 Design-Builder shall exercise reasonable skill and judgment in the furnishing of design services. Architectural and engineering services shall be furnished by licensed employees of Design-Builder, or by consultants or subcontractors as permitted by the law of the state where the Project is located. Design- Builder is responsible for the following Preliminary Design-Build Services: 1.1 Preliminary Evaluation. Design-Builder shall provide a preliminary evaluation of the Project's feasibility based on the Owner's Program and other relevant information. 1.2 Preliminary Schedule. Design-Builder shall provide a preliminary schedule for Owner's written approval. The schedule shall show the activities of Owner and Design-Builder necessary to meet Owner's completion requirements. 1.3 Preliminary Estimate. Design-Builder shall prepare for Owner's written approval a preliminary estimate utilizing area, volume, or similar conceptual estimating techniques. The level of detail for the estimate shall reflect the Owner's Program and any additional available information. If the preliminary estimate exceeds Owner's budget,Design-Builder shall make written recommendations to Owner. 1.4 Preliminary Design Documents. Design-Builder shall submit for Owner's written approval Preliminary Design Documents,based on the Owner's Program and other relevant information. Preliminary Design Documents shall include drawings, outline specifications and other conceptual documents as further defined herein illustrating the Project's basic elements, scale and their relationship to the site. One set of these Documents shall be furnished to Owner. Design-Builder shall update the preliminary schedule and preliminary estimate based on the Preliminary Design Documents. 1.5 Division of Responsibility. Design-Builder shall prepare for Owner's review a proposed Division of Responsibility with respect to the Project, showing (a) equipment, materials, labor,and services to be provided by Design-Builder,(b)access,equipment,materials,data, information, and approvals to be provided by Owner, and (c) any items necessary for the Project to be provided by third parties. 1.6 Contract Price Proposal. Based on the Preliminary Design-Build Services, Design- Builder shall prepare for Owner's consideration a proposed Contract Price for the Phase 2 Services. 1.7 Additional Services. Design-Builder shall provide the following additional services, if any: 1.7.1 See Attachment F—Owner's Design-Build Criteria. Phase 1 Scope of Work WDBC Document No. W-1702-2013 Page A-1 Attachment A—Scope of Work 7127120 Page 725 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR SECTION 2 PHASE 2 2.1 Completion of Design 2.1.1 Drawings and Specifications Design-Builder shall submit for Owner's review and written comment Drawings and Specifications based on the Contract Documents and the Preliminary Design Documents prepared under Phase 1 and any further development of Contract Documents that have been approved in writing by Owner. The Drawings and Specifications shall set forth in detail the requirements for construction of the Work, and shall be based upon codes, laws or regulations enacted at the time of their preparation, provided, however,that if such codes,law,or regulations have changed between the date on which Design-Builder submitted its proposed Contract Price and the date of preparation, then Design- Builder shall be entitled to an equitable adjustment in the compensation and/or the Schedule. Construction shall be in accordance with these approved Drawings and Specifications. One set of these documents shall be furnished to Owner prior to commencement of construction. 2.1.2 Manuals Design-Builder shall provide a Commissioning and Startup Manual and an Operations and Maintenance Manual for the Facility, each in such form and in such numbers as the parties may agree, and such other manuals as the parties may agree. All such manuals shall be provided no later than ninety (90) days prior to the scheduled date for the commissioning and startup of the Facility. 2.2 Construction Services 2.2.1 Notice to Proceed Following Owner's written acceptance of Drawings and Specifications under Paragraph 2.1.1 above, Design-Builder will commence the performance of Construction Services. 2.2.2 Completion In order to complete the Work, Design-Builder shall provide all necessary construction supervision, inspection, construction equipment, labor, materials, tools, and subcontracted items. 2.2.3 Compliance Design-Builder shall give all notices and comply with all laws and ordinances legally enacted at the date of execution of the Agreement which govern the proper performance of the Work. 2.2.4 Schedule Design-Builder shall prepare and submit a Schedule of Work in the form of a revised Attachment C, Schedule, for Owner's written approval. This Schedule shall indicate the dates for the start and completion of the various stages of the construction including the dates when information and approvals are required from Owner. It shall be revised as required by the conditions of the Work. The Schedule of Work shall be the basis for Design-Builder's management and control of the project and its reporting of progress to Owner. 2.2.5 Permits Design-Builder shall assist Owner in securing the building permits necessary for the construction of the Project. 2.2.6 Safety and Hazardous Conditions Design-Builder shall take necessary precautions for the safety of its employees on the Project, and shall comply with all applicable provisions of federal, state and municipal safety laws to prevent accidents or injury to persons on, about or adjacent to the Site. Design-Builder, directly or through its Subcontractors, shall erect and properly maintain at all times, as required by the conditions and progress of the Work, necessary safeguards for the protection of workers and the public. However, Design-Builder shall not be responsible for the elimination or abatement of any pre-existing Hazardous Materials at the site or any safety hazards created or otherwise resulting from work at the Site carried on by Owner or its employees, agents, WDBC Document No. W-1702-2013 Page A-2 Attachment A—Scope of Work 7127120 Page 726 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR separate contractors or tenants. Owner agrees to cause its employees,agents, separate contractors, and tenants to abide by and fully adhere to all applicable provisions of federal, state and municipal safety laws and regulations. The above provision shall not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with all applicable provisions of relevant laws. 2.2.7 Reports As provided in GC 2.1.2,Design-Builder shall provide monthly written reports to Owner on the progress of the Work including a system of cost reporting for the Work, and also including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes in the Work. 2.2.8 Site Maintenance At all times Design-Builder shall maintain the Site of the Work free from debris and waste materials resulting from the Work. At the completion of the Work, Design- Builder shall remove from the premises all construction equipment,tools, surplus materials,waste materials and debris. 2.3 Hazardous Material 2.3.1 A Hazardous Material is any substance or material identified now or in the future as hazardous under any federal, state or local law or regulation,or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling,disposal and/or clean-up. Design-Builder shall not be obligated to commence or continue Work until any known or suspected Hazardous Material discovered at the Site has been removed, rendered or determined to be harmless by Owner as certified by an independent testing laboratory and approved by the appropriate government agency. 2.3.2 If after the commencement of the Work, known or suspected Hazardous Material or Hazardous Conditions are discovered at the Site, Owner and Design-Builder shall proceed in accordance with the requirements of GC 4.1 ("Hazardous Conditions &Differing Site Conditions"). 2.4 Patents & Copyright 2.4.1 Design-Builder shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials,methods or systems selected by Design-Builder and incorporated in the Work. Design-Builder agrees to defend, indemnify and hold Owner harmless from all suits or claims for infringement of any patent rights or copyrights arising out of such selection. 2.4.2 Owner shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods or systems selected by Owner or specified in the Performance Criteria or bridging documents to be incorporated in the Work. Owner agrees to defend,indemnify and hold Design-Builder harmless from any suits or claims of infringement of any patent rights or copyrights arising out of any such patented or copyrighted materials,methods or systems specified by Owner. 2.5 Warranties and Completion 2.5.1 Design-Builder's warranty to Owner with respect to construction, including all materials and equipment furnished as part of the construction, shall be as specified in GC 2.9 ("Design-Builder's Warranty"). 2.5.2 Design-Builder's warranty to Owner with respect to the performance of the Facility upon completion shall be as specified in GC 2.11 ("Performance Warranty"). 2.5.3 Those products, equipment, systems or materials incorporated in the Work at the direction of or upon the specific request of Owner shall be covered exclusively by the warranty of the manufacturer. There are no warranties which extend beyond the description on the face thereof. WDBC Document No. W-1702-2013 Page A-3 Attachment A—Scope of Work 7/27/20 Page 727 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 2.5.4 All other warranties,express or implied,including any warranty of merchantability and any warranty of fitness for a particular purpose are expressly disclaimed. 2.5.5 Design-Builder shall secure required certificates of inspection,testing or approval and deliver them to Owner. 2.5.6 Design-Builder shall collect all written warranties and equipment manuals and deliver them to Owner. 2.5.7 With the assistance of Owner's maintenance personnel, Design-Builder shall direct the checkout of utilities and operations of systems and equipment for readiness,and assist in their commissioning and initial start-up and testing,all in accordance with the Commissioning and Startup Manual to be provided by Design-Builder. 2.5.8 See Attachment G- Special Conditions 1- 16 2.6 Limitations of Liability 2.6.1 Limitation of Liability. Design-Builder's liability for Owner's damages for any cause or combination of causes (including any liquidated damages), whether based upon contract, tort, breach of warranty,negligence, strict liability, or otherwise, shall be limited as set forth in General Condition GC 2.11 ("Limitations of Liability") and Article 10 of the Agreement. 2.7 Additional Services Design-Builder shall provide or procure the following Additional Services upon the request of Owner unless such services are specifically included in the Owner's Program or in an attachment to this Agreement. A written agreement between Owner and Design-Builder shall define the extent of such Additional Services and compensation therefor. 2.7.1 Documentation of the Owner's Program, establishing the Project budget(beyond the Cost of the Work), investigating sources of financing, general business planning and other information and documentation as may be required to establish the feasibility of the Project. 2.7.2 Consultations, negotiations, and documentation supporting the procurement of Project financing. 2.7.3 Surveys, site evaluations, legal descriptions and aerial photographs. 2.7.4 Appraisals of existing equipment, existing properties, new equipment and developed properties. 2.7.5 Soils, subsurface and environmental studies, reports and investigations required for submission to governmental authorities or others having jurisdiction over the Project. 2.7.6 Consultations and representations other than normal assistance in securing building permits,before governmental authorities or others having jurisdiction over the Project. 2.7.7 Investigation or making measured drawings of existing conditions or the verification of drawings or other Owner-provided information. 2.7.8 Artistic renderings, models and mockups of the Project or any part of the Project or the Work. 2.7.9 Inventories of existing furniture,fixtures,furnishings and equipment which might be under consideration for incorporation into the Work. 2.7.10 Interior design and related services including procurement and placement of furniture, furnishings, artwork and decorations. WDBC Document No. W-1702-2013 Page A-4 Attachment A—Scope of Work 7127120 Page 728 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 2.7.11 Making revisions to the Preliminary Design, Design Development, or Construction Documents after they have been reviewed by Owner, and which are due to causes beyond the control of Design-Builder. 2.7.12 Design, coordination, management, expediting and other services supporting the procurement of materials to be obtained,or work to be performed,by Owner,including but not limited to telephone systems, computer wiring networks, sound systems, alarms, security systems and other specialty systems which are not a part of this Agreement. 2.7.13 Estimates, proposals, appraisals, consultations, negotiations and services in connection with the repair or replacement of an insured loss. 2.7.14 The premium portion of overtime work ordered by Owner including productivity impact costs. 2.7.15 Document reproduction exceeding the allowances provided for in this Agreement. 2.7.16 Obtaining service contractors and training maintenance personnel,assisting and consulting in the use of systems and equipment after the initial start up, and adjusting and balancing of systems and equipment. 2.7.17 Services for tenant or rental spaces or third-party facilities not a part of this Agreement. 2.7.18 Services requested by Owner or required by the Work which are not specified in the Contract Documents and which are not normally part of generally accepted design, construction and start-up and commissioning practice. 2.7.19 Serving or preparing to serve as an expert witness in connection with any proceeding,legal or otherwise,regarding the Project. 2.7.20 Preparing reproducible record drawings from marked-up prints, drawings or other documents that incorporate significant changes in the Work made during the Construction Phase. 2.8 Subcontractors. Work not performed by Design-Builder with its own forces shall be performed by Subcontractors. The provisions of this Agreement and the associated Contract Documents shall be incorporated into all major subcontracts as defined in "schedule of sub-consultant/minority business enterprise (MBE/WBE)participation. 2.8.1 Retaining Subcontractors Design-Builder shall not retain any Subcontractor to whom Owner has a reasonable and timely objection,provided that Owner agrees to compensate Design-Builder for any additional costs incurred by Design-Builder as provided in GC 2.7.3. Design-Builder shall not be required to retain any Subcontractor to whom Design-Builder has a reasonable objection. 2.8.2 Management of Subcontractors Design-Builder shall be responsible for the management of Subcontractors in the performance of their work. 2.8.3 Assignment of Subcontract Agreements Design-Builder shall provide for assignment of subcontract agreements in the event that Owner terminates this Agreement for cause as provided in GC 11.2 ("Owner's Right to Perform and Terminate for Cause"). Following such termination, Owner shall notify in writing those subcontractors whose assignments will be accepted, subject to the rights of sureties. 2.9 See Attachment F—Owner's Design-Build Criteria. Phase 2 Scope of Work WDBC Document No. W-1702-2013 Page A-5 Attachment A—Scope of Work 7/27/20 Page 729 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR SECTION 3 OWNER'S RESPONSIBILITIES 3.1 Information and Services Provided by Owner 3.1.1 Owner shall provide full information regarding requirements for the Project,including the Owner's Program, Performance Criteria, bridging documents, and other relevant information, within the times specified in Attachment C,Schedule. 3.1.2 Owner shall provide: 1. All necessary information describing the physical characteristics of the site, including surveys, site evaluations, legal descriptions, existing conditions, subsurface and environmental studies, utilities, reports and investigations; 2. Inspection and testing services during construction as required by law or as mutually agreed; and 3. Unless otherwise provided in the Contract Documents, necessary approvals, site plan review,rezoning,easements and assessments,necessary permits,fees and charges required for the construction,use,occupancy or renovation of permanent structures,including legal and other require services. 3.1.3 Design-Builder shall be entitled to rely on the completeness and accuracy of the information and services required by this Section 3.1. 3.2 Owner's Responsibilities during Phase 1 3.2.1 If not developed by Owner and Design-Builder under a prior agreement, Owner shall provide the Owner's Program at the inception of the Design Phase. Owner shall review and timely approve schedules, estimates, and design documents furnished during the Design Phase as set forth in Section 3.1. 3.2.2 Owner shall arrange for access to and make all provisions for Design-Builder to enter upon public and private property as required for Design-Builder to perform Phase 1 services hereunder. 3.2.3 Design-Builder shall be entitled to rely on the completeness and accuracy of the information and documents to be provided by Owner under this Section 3.2. Owner shall provide access to Owner's e-builder account for purposes of executing project management and reporting requirements. 3.3 Owner's Responsibilities during Phase 2 Design and Construction 3.3.1 Owner shall review and approve the Schedule as set forth in Attachment C,Schedule,as revised. 3.3.2 If Owner becomes aware of any error,omission or failure to meet the requirements of the Contract Documents or any fault or defect in the Work, Owner shall give written notice to Design-Builder within five (5) days of so becoming aware. 3.3.3 Unless otherwise agreed by Design-Builder, Owner shall communicate with Design-Builder's Subcontractors,Suppliers,and Design Consultants only through Design-Builder. Owner shall have no contractual obligations to Subcontractors or Suppliers or Design Consultants. 3.3.4 Owner may provide insurance for the Project as provided in Attachment E,Indemnity, Insurance &Bonding. 3.3.5 Owner shall provide timely, clear and adequate access to the site and any laydown areas. WDBC Document No. W-1702-2013 Page A-6 Attachment A—Scope of Work 7127120 Page 730 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 3.3.6 Owner shall provide all equipment,materials,information,data,and approvals required for Design- Builder's performance of the Work in a timely and complete manner. 3.3.7 Design-Builder shall be entitled to rely on the completeness and accuracy of the information and documents to be provided by Owner under this Section 3.3. 3.4 Owner's Representative Owner's representative, designated in writing and agreed to by Design-Builder: 1. shall be fully acquainted with the Project; 2. agrees to furnish the information and services required of Owner when required so as not to delay the performance of the Work; and 3. have authority to bind Owner in all matters requiring Owner's approval, authorization or written notice. If Owner changes its representative or the representative's authority as listed above, Owner shall notify Design-Builder in advance in writing. Design-Builder shall have the right to approve any successor representative. 3.5 City's Responsibilities 3.5.1 See Attachment G- Special Conditions 15 WDBC Document No. W-1702-2013 Page A-7 Attachment A—Scope of Work 7/27/20 Page 731 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR ATTACHMENT B COMPENSATION SECTION 1 PHASE 1 SERVICES—IN ACCORDANCE WITH ATTACHMENT A SCOPE OF WORK LS 1420;1 SECTION 2 CONTRACT PRICE FOR PHASE 2 SERVICES 1.0 Choice of Compensation Method for Phase 2 Services 1.1 The parties may elect to use the Guaranteed Maximum Price ("GMP") form of compensation for the Phase 2 Services, or a fixed Contract Price, or cost-reimbursable compensation with a Fixed Fee. If the GMP form of compensation is to be used, it may be agreed upon before the execution of this Agreement or will be developed and agreed upon for Phase 2 services. If the parties do not use a GMP,then the compensation to Design-Builder shall be a fixed Contract Price developed in accordance with Section 3.0, or shall be based on those fees and costs identified in Section 4.0.) 2.0 Guaranteed Maximum Price 2.1 Use of a GMP Agreed upon Execution of this Agreement 2.1.1 Design-Builder agrees that upon Owner's request it will submit its proposal for the Contract Price on the basis of a Guaranteed Maximum Price for the Phase 2 Services. Design-Builder does not guarantee any specific line item provided as part of the GMP,but agrees that it will be responsible for paying all costs of completing the Work which exceed the GMP,as adjusted in accordance with the Contract Documents. Documents used as a basis for the GMP shall be identified in an agreed revision to this Attachment. 2.1.2 The GMP will include an allowance within each work package or task order as determined by the Design-Builder and approved by the Owner when a maximum price for the work package or task order has been not been determined at time of GMP. This allowance will be used as the maximum value for the specific line item and all remaining funds within the work package or task order will revert to the Owner after the price is determined through competitive bidding or final pricing by the Design-Builder. If an allowance is not included within the work package or task order line, the agreed upon price is the maximum for that item. Any savings within the fixed price items will be included in the savings sharing formula specified in Section 2.3.1. . 2.1.3 If the parties so agree, the Phase 2 Services may be divided into separate work packages or task orders,and Design-Builder shall propose and Owner shall consider for acceptance a separate GMP for each such work package or task order. WDBC Document No. W-1703-2013 Page B-1 Attachment B—Compensation PedU 32 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 2.2 GMP Established at the Commencement Date of Phase 2 2.2.1 GMP Proposal. If requested by Owner, Design-Builder shall submit to Owner a GMP Proposal for the Contract Price as part of the Phase 1 Services which shall include the following, unless the parties mutually agree otherwise: 1. A proposed GMP,which shall be the sum of i. Design-Builder's Fee as defined in Section 2, Phase 2, of Attachment B, Compensation; ii. the estimated Cost of the Work as defined in Section 2,Phase 2,of Attachment B, Compensation,inclusive of any Design-Builder's allowance as defined in Section 1.1.2 above; and iii. if applicable, any prices established under Section 2,Phase 2, of Attachment B, Compensation. 2. A list of the drawings and specifications, including all addenda, used as the basis for the GMP proposal; 3. A list of the assumptions, exceptions, and clarifications made by Design-Builder in the preparation of the GMP Proposal, which list is intended to supplement the information contained in the drawings and specifications; 4. The Scheduled Substantial Completion Date upon which the proposed GMP is based, to the extent said date has not already been established under Paragraph 5.2.1of the Agreement, and a schedule upon which the Scheduled Substantial Completion Date is based; 5. If applicable, a list of allowances and a statement of their basis; 6. If applicable, a schedule of alternate prices; 7. If applicable, a schedule of unit prices; 8. If applicable, a statement of Additional Services; and 9. The time limit for acceptance of the GMP Proposal. 10. Schedule of owner-direct purchase equipment for sales tax relief. 2.2.2 Review and Adjustment to GMP Proposal. After submission of the GMP Proposal, Design- Builder and Owner shall meet to discuss and review the GMP Proposal. If Owner has any comments regarding the GMP Proposal, or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design-Builder of such comments or findings. If appropriate,Design-Builder shall,upon receipt of Owner's notice,make appropriate adjustments to the GMP Proposal. 2.2.3 Acceptance of GMP Proposal. If Owner accepts the GMP Proposal, as may it be amended by Design-Builder,the GMP and its basis shall be set forth in an amendment to this Agreement. 2.2.4 Failure to Accept the GMP Proposal. If Owner rejects the GMP Proposal, or fails to notify Design-Builder in writing on or before the date specified in the GMP Proposal that it accepts the GMP Proposal, the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the Project will proceed, with Owner having the following options: WDBC Document No. W-1703-2013 Page B-2 Attachment B-Compensation PedU 33 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 1. Owner may suggest modifications to the GMP Proposal,whereupon,if such modifications are accepted in writing by Design-Builder, the GMP Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 2.2.3 above; 2. Owner may authorize Design-Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 2,Phase 2,of Attachment B, Compensation,without a GMP,in which care all references in this Agreement to the GMP shall not be applicable; or 3. Owner may terminate this Agreement for convenience in accordance with GC 9.2 ("Termination for Convenience"). If Owner fails to exercise any of the above options, Design-Builder shall have the right to (i) continue with the Work as if Owner had elected to proceed in accordance with Item .2 above, and be paid by Owner accordingly, unless and until Owner notifies it in writing to stop the Work, or (ii) suspend performance of Work in accordance with GC 9.4 ("Design-Builder's Right to Stop Work"). 2.2.5 Conversion. The parties may agree at any time to convert the agreed GMP to a Fixed Contract Price for the completion of the Phase 2 Services. 2.3 Savings 2.3.1 Savings Sharing. If the sum of the actual Cost of the Work and Design-Builder's Fee (and, if applicable, any prices established under Paragraph 6.2 of the Agreement) is less than the GMP, as such GMP may have been adjusted over the course of the Project,the difference ("Savings") shall be shared as follows: Forty percent (40%)to Design-Builder and Sixty percent (60%)to Owner. The Design Builder shared savings shall not exceed Thirty Thousand ($30,000.00). 2.3.2 Savings Calculation. Savings shall be calculated and paid as part of Final Payment under Section 7.4 of the Agreement, with the understanding that to the extent Design-Builder incurs costs after Final Completion which would have been payable to Design-Builder as a Cost of the Work,Design- Builder shall be entitled to payment from Owner for that portion of such costs that were distributed to Owner as Savings. 2.4 Basis. Documents used as a basis for the GMP shall be identified in a mutually agreed revision to this Attachment. 3.0 Fixed Contract Price 3.1 If the parties initially agree that the Phase 2 Services shall be performed on the basis of a Fixed Contract Price, then the Design-Builder shall develop the proposed Contract Price on an "open book"basis and present it to Owner for review and approval. 3.2 Once the Fixed Contract Price is agreed, then this Agreement shall be amended to establish the Fixed Contract Price as the basis for the performance of the Phase 2 Services. 4.0 Cost Reimbursable plus Design-Builder's Fee 4.1 If the parties agree that the Phase 2 Services shall be performed on a Cost Reimbursable basis plus a Fixed Design-Builder's Fee, then the Design-Builder shall develop an estimated Contract Price on an "open book"basis and present it to Owner for review and approval. 4.2 The cost-reimbursable elements of the Work shall be those set forth in Section 4.4 ("Cost of the Work"). 4.3 Design-Builder's Fee shall be: WDBC Document No. W-1703-2013 Page B-3 Attachment B-Compensation PedU 34 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Six percent(6%)of the Cost of the Work, as adjusted in accordance with Section 2.1.2 above. 4.3.1 Design-Builder's Fee will be adjusted as follows for any changes in the Work- Same as 4.3 above. 4.4 Cost of the Work. The term"Cost of the Work"shall mean costs reasonably incurred by Design-Builder in the proper performance of the Work. The Cost of the Work shall include only the following: 1. Wages of direct employees of Design-Builder performing the Work at the Site or, with Owner's agreement, at locations off the Site,provided, however, that the costs for those employees of Design-Builder performing design services shall be calculated on the basis of prevailing market rates for design professionals performing such services or, if applicable,those rates set forth in an exhibit to this Agreement. 2. Wages or salaries of Design-Builder's supervisory and administrative personnel engaged in the performance of the Work and who are located at the Site or working off-Site to assist in the production or transportation of material and equipment necessary for the Work. 3. Wages or salaries of Design-Builder's personnel stationed at Design-Builder's principal or branch offices and performing design and Project administration functions. However such costs shall be excluded from fee as listed in Section 4.3 above. 4. Costs incurred by Design-Builder for employee benefits, premiums, taxes, insurance, contributions and assessments required by law,collective bargaining agreements,or which are customarily paid by Design-Builder, to the extent such costs are based on wages and salaries paid to employees of Design-Builder covered under Paragraphs 2.2.1 through 2.2.3 hereof. 5. The reasonable portion of the cost of travel, accommodations and meals for Design- Builder's personnel necessarily and directly incurred in connection with the performance of the Work. 6. Payments properly made by Design-Builder to Subcontractors and Design Consultants for performance of portions of the Work,including any insurance and bond premiums incurred by Subcontractors and Design Consultants. 7. Costs incurred by Design-Builder in repairing or correcting defective, damaged or nonconforming Work,provided that such defective,damaged or nonconforming Work was beyond the reasonable control of Design-Builder, or caused by the ordinary mistakes or inadvertence, and not the negligence, of Design-Builder or those working by or through Design-Builder. If the costs associated with such defective, damaged or nonconforming Work are recoverable from insurance, Design-Builder shall use its best efforts to obtain recovery from the appropriate source and credit Owner if recovery is obtained. 8. Costs, including transportation, inspection, testing, storage and handling, of materials, equipment and supplies incorporated or reasonably used in completing the Work. 9. Costs less salvage value of materials, supplies, temporary facilities, machinery, vehicles, equipment and hand tools not customarily owned by the workers that are not fully consumed in the performance of the Work and which remain the property of Design- Builder, including the costs of transporting, inspecting, testing, handling, installing, maintaining, dismantling and removing such items. 10. Costs of removal of debris and waste from the Site. WDBC Document No. W-1703-2013 Page B-4 Attachment B-Compensation PedU 35 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 11. The reasonable costs and expenses incurred in establishing,operating and demobilizing the Site office, including the cost of facsimile transmissions, long-distance telephone calls, postage and express delivery charges, telephone service, photocopying and reasonable petty cash expenses. 12. Rental charges and the costs of transportation,installation,minor repairs and replacements, dismantling and removal of temporary facilities,machinery,equipment and hand tools not customarily owned by the workers, which are provided by Design-Builder at the Site, whether rented from Design-Builder or others, and incurred in the performance of the Work. 13. Premiums for insurance and bonds required by this Agreement or the performance of the Work,however such costs shall be excluded from fee as listed in Section 4.3 above. 14. All fuel and utility costs incurred in the performance of the Work. 15. Sales,use or similar taxes,tariffs or duties incurred in the performance of the Work. 16. Legal costs, court costs and costs of mediation and arbitration reasonably arising from Design-Builder's performance of the Work,provided such costs do not arise from disputes between Owner and Design-Builder. 17. Costs for permits,royalties,licenses,tests and inspections incurred by Design-Builder as a requirement of the Contract Documents. 18. The cost of defending suits or claims for infringement of patent rights arising from the use of a particular design, process, or product required by Owner, paying legal judgments against Design-Builder resulting from such suits or claims, and paying settlements made with Owner's consent. 19. Deposits which are lost, except to the extent caused by Design-Builder's negligence. 20. Costs incurred in preventing damage, injury or loss in case of an emergency affecting the safety of persons and property. 21. Other costs reasonably and properly incurred in the performance of the Work to the extent approved in writing by Owner. 4.5 Non-Reimbursable Costs The following shall be excluded from the Cost of the Work: 1. Compensation for Design-Builder's personnel stationed at Design-Builder's principal or branch offices,except as provided for in Paragraphs 4.4.1, 4.4.2 and 4.4.3, hereof. 2. Overhead and general expenses, except as provided for in Section 4.4.2 hereof, or which may be recoverable for changes to the Work. 3. The cost of Design-Builder's capital used in the performance of the Work. 4.6 Contract Price The Contract Price shall be the sum of the Design-Builder's Fee under Section 4.3 plus the amount agreed between Owner and Design-Builder for the Cost of the Work under Section 4.4. When agreed,the Contract Price is stated to be: Dollars (S ). 4.7 Establishment of Guaranteed Maximum Price see Attachment G- Special Conditions 17. WDBC Document No. W-1703-2013 Page B-5 Attachment B—Compensation PedU 36 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR ATTACHMENT C SCHEDULE SECTION 1 PHASE 1 1.0 The following Phase 1 Schedule will be adhered to following Notice to Proceed: 1.1 Delivery of 60%Preliminary Design Documents: 60 days 1.2 Delivery of 90%Preliminary Design Documents and draft GMP:90 days 1.3 Delivery of Final Preliminary Design Documents: 120 days SECTION 1 PHASE 2 1.0 Phase 2 Schedule will be included with the GMP deliverable package. WDBC Document No. W-1704-2013 Page C-1 Attachment C—Schedule 7/27/20 Page 737 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR ATTACHMENT D GENERAL CONDITIONS GC 1.0 General 1.1 Mutual Obligations 1.1.1 Owner and Design-Builder agree to cooperate fully with each other at all time,to permit each party to realize the benefits afforded under the Contract Documents. 1.1.2 These General Conditions("GC")may be supplemented,varied,or revised through Supplementary Conditions ("SC"), as attached. 1.2 Basic Definitions 1.2.1 Agreement refers to the executed contract between Owner and Design-Builder with respect to the Proj ect 1.2.2 Bonus Date has the meaning given in Section 5.5 of the Agreement. 1.2.3 Change in Law has the meaning given in GC 8.1.2. 1.2.4 Changed Condition has the meaning given in GC 8.1. 1.2.5 Change Order has the meaning given in GC 7.1. 1.2.6 Construction Warranty has the meaning given in GC 2.9. 1.2.7 Construction Warranty Period is that period specified in GC 2.10.1. 1.2.8 Contract Documents has the meaning given in Section 2.1 of the Agreement. 1.2.9 Contract Price has the meaning given in Section 6.2 of the Agreement and Section 2, Phase 2, of Attachment B, Compensation. 1.2.10 Contract Time(s) shall mean the times for performance of the Work by Design-Builder and the delivery of items and approvals by Owner set forth in Article 5 ("Contract Time")of the Agreement and Attachment C, Schedule. 1.2.11 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents. 1.2.12 Design Build Fee shall mean the percentage as set forth in Attachment B 4.3 of this contract. 1.2.13 Design Consultant, if any, is a qualified, licensed design professional who is not an employee of Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract with Design-Builder or Subcontractor, to furnish design services required under the Contract Documents. WDBC Document No. W-1705-2013 Page D-1 Attachment D—General Conditions 7/27/20 Page 738 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 1.2.14 Design Criteria means those documents which define the Owner's criteria for the scope, quality, and function of the proposed facility, and which may be expanded to outline Owner's project cost limitations and schedule requirements. 1.2.15 Differing Site Conditions has the meaning given in GC 4.2.1. 1.2.16 Early Completion Bonus has the meaning given in Section 5.5 of the Agreement. 1.2.17 Electronic Data has the meaning given in GC 11.1.1. 1.2.18 Extended Performance Warranty is Design-Builder's warranty under GC 2.11.2 that the completed Facility shall be capable of meeting the Performance Standards in Attachment F throughout the Performance Warranty Period. 1.2.19 Project is the physical facility to be designed and constructed for Owner as defined by the scope and contract documents. 1.2.20 Project Performance Criteria means the Owner's criteria for the performance of the project as described in Attachment H Phase 1 Design Development. 1.2.21 Final Acceptance of the Project shall be deemed to have occurred upon final payment pursuant to GC 5.8. 1.2.22 General Conditions refer to this Attachment D, General Conditions. 1.2.23 Hazardous Conditions are any materials, wastes, substances and chemicals deemed hazardous under applicable Legal Requirements, or which handling, storage, remediation, or disposal applicable Legal Requirements regulate. 1.2.24 Hazardous Materials has the meaning given in Section 2.3 of Attachment A, Scope of Work. 1.2.25 Indemnified Parties, with respect to Work Product, has the meaning given in Section 9.1 of the Agreement. 1.2.26 Legal Requirements are all federal,state and local laws,codes,ordinances,rules,regulations,orders and decrees of any government or quasi-government entity having jurisdiction over the Project or Site,the practices involved in the Project or Site, or any Work which are applicable as of the date of Design-Builder's proposal to Owner,and, subject to the Change in Law provisions of GC 8 1.2, which become applicable during the Contract Time. 1.2.27 Liquidated Damages means such damages as maybe assessed under Section 5.4 of the Agreement. 1.2.28 Liquidated Damages Date has the meaning given in Section 5.4 of the Agreement. 1.2.29 Manuals means the Commissioning and Startup Manual and the Operations and Maintenance Manual and such other manuals as the parties may agree to be provided. 1.2.30 Open Book Pricing-The method in which the design-build firm provides the Owner,at the Owner's request, all books, records, documents, contracts, subcontracts, purchase orders, and other data in its possession pertaining to the bidding, pricing, or performance of a contract for design-build services awarded to the design-build firm with the exception of proprietary information. WDBC Document No. W-1705-2013 Page D-2 Attachment D—General Conditions 7/27/20 Page 739 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 1.2.31 Owner's Program means the overall definition of Owner's requirements for the Project, including Owner's Project Criteria,all materials,equipment and other items to be provided by Owner,and all items to be provided by third parties. 1.2.32 Owner's Project Criteria are developed by or for Owner to describe Owner's Program requirements and objectives for the Project,including use,space,price,time,site and expandability requirements, as well as submittal requirements and other requirements governing Design-Builder's performance of the Work. Owner's Project Criteria may include conceptual documents,Design Criteria,Facility Performance Criteria, performance test, wage rate requirements, MBEAVBE requirements, and other Project-specific technical materials and requirements. 1.2.33 Owner's Representative means the individual selected and authorized by Owner to act upon Owner's behalf with respect to Design-Builder and the performance of this Agreement, in accordance with GC 3.4, and identified by Owner in writing within ten (10) days of execution of this Agreement. 1.2.34 Performance Warranty has the meaning given in GC 2.11. 1.2.35 Project is the design and construction of the Owner's Facility, including start-up, testing and the provision of manuals, warranties, as-built drawings and specifications, spare parts, and all other items required to be provided under this Agreement. 1.2.36 Schedule means that Schedule for the performance of the Work in accordance with the Contract Time(s) set forth in Attachment C,Schedule, as revised from time to time. 1.2.37 Site is the land or premises on which the Project is located, including any separate laydown or storage areas. 1.2.38 Subcontractor is any person or entity retained by Design-Builder as an independent contractor to perform a portion of the Work and shall include materialmen and suppliers. 1.2.39 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor's Work and shall include materialmen and suppliers. 1.2.40 Substantial Completion is the date on which the Work, or an agreed upon portion of the Work, is sufficiently complete so that Owner can occupy and use the Project or a portion thereof for its intended purposes. 1.2.41 Certificate of Substantial Completion is that Certificate issued by Owner to Design-Builder pursuant to GC 5.7.1. 1.2.42 Uncontrollable Circumstances are those acts, omissions, conditions, events, or circumstances beyond the control of Design-Builder and due to no fault of its own or those for whom Design- Builder is responsible. By way of example (and not limitation), Uncontrollable Circumstances include acts or omissions of Owner or anyone under Owner's control (including separate contractors), changes in the Work, Differing Site Conditions,Hazardous Conditions,wars, floods, labor disputes,unusual delay in transportation,epidemics,earthquakes,adverse weather conditions not reasonably anticipated, and other circumstances beyond the reasonable control of the party affected. WDBC Document No. W-1705-2013 Page D-3 Attachment D—General Conditions 7/27/20 Page 740 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 1.2.43 Work is comprised of all Design-Builder's design, construction, start-up, testing, warranty, and other services required to by the Contract Documents, including procuring and furnishing all materials, equipment, services and labor reasonably inferable from the Contract Documents, plus manuals and documentation required by the Contract Documents. GC 2.0 Design-Builder's Services and Responsibilities 2.1 General Services 2.1.1 Design-Builder's Representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design-Builder's Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder. Design-Builder's Representative may be replaced only with the mutual agreement of Owner and Design-Builder. 2.1.2 Design-Builder shall provide Owner on a monthly basis a status report detailing the progress of the Work, including whether(i) the Work is proceeding according to schedule, (ii) discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) health and safety issues exist in connection with the Work, (iv) other items require resolution so as not to jeopardize Design-Builder's ability to complete the Work for the Contract Price and within the Contract Time(s), and(v) such other items as Owner may reasonably require. 2.1.3 Design-Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by GC 2.1.4,a preliminary schedule for the execution of the Work for Owner's review and response. The schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design-Builder to achieve the Contract Time(s).When agreed between the parties, such schedule shall be attached hereto as Attachment C, Schedule. The Schedule shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to complete the Work within the Contract Time(s),as such,dates may be adjusted in accordance with the Contract Documents. Owner's review of and response to the Schedule shall not be construed as relieving Design-Builder of its complete and exclusive control over the means,methods,sequences and techniques for executing the Work. 2.1.4 The parties will meet, within seven (7) days after execution of the Agreement, to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals,review and approval tum-around times contained in the Schedule, and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents. 2.1.5 At the completion of Phase 1 Services,the parties may agree upon a revised Schedule to reflect the intended scope of Phase 2 Services and as the basis for the Contract Price to be agreed for the Phase 2 services. 2.2 Design Professional Services 2.2.1 Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from a qualified, independent licensed Design Consultant, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, WDBC Document No. W-1705-2013 Page D-4 Attachment D—General Conditions 7/27/20 Page 741 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents.Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any independent Design Consultant. Design and permitted plans for the Central Seacrest Corridor Drainage Improvements and Watermain Replacement Contract 2 are provided and are to be utilized along with the project performance criteria, for development of a GMP. Construction engineering and inspection associated with the construction of this portion on the projects will be required. 2.3 Standard of Care for Design Professional Services 2.3.1 The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the design profession practicing under similar conditions at the same time and locality of the Project.Design-Builder,its Design Consultants,and its Subcontractors may reasonably rely on the accuracy and completeness of Owner's Project Criteria. 2.4 Design Development Services 2.4.1 Design-Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim design submissions that Owner may wish to review, which interim design submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. Such agreement may specify the percentage completion of the design documents to be submitted for such review and comment. On or about the time of the scheduled submissions, Design-Builder and Owner shall meet and confer about the submissions, with Design-Builder identifying during such meetings, among other things, the evolution of the design and any significant changes or deviations from the Contract Documents, or, if applicable, previously submitted design submissions. Minutes of the meetings will be maintained by Design- Builder and provided to all attendees for review.Following the design review meeting,Owner shall review and comment on the interim design submissions in a time frame that is consistent with the turnaround times set forth in the Schedule. 2.4.2 Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim design submissions; as such, submissions may have been modified in a design review meeting. The parties shall have a design review meeting to discuss, and Owner shall review and may comment on the Construction Documents in accordance with the procedures set forth GC 2.4.1. Design-Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction. 2.4.3 Owner's review and approval of interim design submissions and the Construction Documents is for mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner's review nor approval of any interim design submissions and Construction Documents shall be deemed to transfer any design liability from Design-Builder to Owner. 2.4.4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design-Builder may prepare interim design submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work. WDBC Document No. W-1705-2013 Page D-5 Attachment D—General Conditions 7/27/20 Page 742 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 2.5 Legal Requirements 2.5.1 Design-Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements. 2.5.2 The Contract Price and/or Contract Time(s)shall be adjusted to compensate Design-Builder for the effects of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work. Such effects may include, without limitation, revisions Design- Builder is required to make to the Construction Documents because of changes in Legal Requirements. 2.6 Government Approvals and Permits 2.6.1 Except as identified in Attachment F, Owner's Permit List,Design-Builder shall obtain and pay for all necessary permits,approvals,licenses,government charges and inspection fees required for the prosecution of the Work by any government or quasi-government entity having jurisdiction over the Project. 2.6.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those permits,approvals and licenses that are Owner's responsibility. 2.7 Design-Builder's Phase 2 Construction Services 2.7.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary supervision,labor,inspection,testing,start-up,material,equipment,machinery,temporary utilities and other temporary facilities to permit Design-Builder to complete construction of the Project consistent with the Contract Documents. 2.7.2 Design-Builder shall perform all construction activities efficiently and with the requisite skill and exercise complete and exclusive control over the means, methods, sequences and techniques of construction. 2.7.3 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Owner may reasonably object to Design- Builder's selection of any Subcontractor,provided that the Contract Price and/or Contract Time(s) shall be adjusted to the extent that Owner's decision impacts Design-Builder's cost and/or time of performance. 2.7.4 Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any acts, errors or omissions in connection with such performance.Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub-Subcontractor,including but not limited to any third- party beneficiary rights. 2.7.5 Design-Builder shall coordinate the activities of all Subcontractors. 2.7.6 If Owner performs other work on the Project or at the Site with separate contractors under Owner's control, Design-Builder agrees to reasonably cooperate and coordinate its activities with those of WDBC Document No. W-1705-2013 Page D-6 Attachment D—General Conditions 7/27/20 Page 743 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR such separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption. Unreasonable disruption or interference by Owner's separate contractors may result in a request for a Contract Adjustment under GC 8.1.3. 2.7.7 Design-Builder shall keep the Site reasonably free from debris, trash and construction wastes to permit Design-Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. 2.7.8 Upon Substantial Completion of the Work, or a portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use. Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. 2.8 Design-Builder's Responsibility for Project Safety 2.8.1 Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii)the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site, and (iii) all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work, and shall develop a Project Safety Program, which shall be implemented at the Project Site during the performance of the Work. Unless otherwise required by the Contract Documents, Design-Builder's Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project other than safety. The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design-Builder's personnel, Subcontractors and others as applicable. 2.8.2 Design-Builder and Subcontractors shall comply with all Legal Requirements relating to safety,as well as any Owner-specific safety requirements set forth in the Contract Documents and incorporated into the Project Safety Program, provided that such Owner-specific requirements do not violate any applicable Legal Requirement. Design-Builder will immediately report in writing any safety-related injury,loss,damage or accident arising from the Work to Owner's Representative and, to the extent mandated by Legal Requirements, to all government or quasigovernment authorities having jurisdiction over safety-related matters involving the Project or the Work. 2.8.3 Design-Builder's responsibility for safety under this GC 2.8 is not intended in any way to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations and responsibility for(i) complying with all Legal Requirements, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injury,losses,damages or accidents resulting from their performance of the Work. 2.8.4 Owner shall require that its officers,employees,guests,visitors, and other contractors entering the Project Site comply with the Project Safety Program then in effect. WDBC Document No. W-1705-2013 Page D-7 Attachment D—General Conditions 7/27/20 Page 744 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 2.9 Construction Warranty 2.9.1 Design-Builder warrants to Owner that the construction, including all materials and equipment furnished as part of the construction, shall be new unless otherwise specified in the Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in materials and workmanship. Design-Builder's warranty obligation excludes defects caused by abuse, alterations,or failure to maintain the Work by persons other than Design-Builder or anyone for whose acts Design-Builder may be liable. 2.9.2 Nothing in this warranty is intended to limit any manufacturer's warranty which provides Owner with greater warranty rights than set forth in this GC 2.9 or the Contract Documents. Design- Builder will provide Owner with all manufacturers'warranties upon Substantial Completion. 2.10 Correction of Defective Work 2.10.1 Construction Warranty Period. Design-Builder agrees to correct any Work that is found not to be in conformance with the Contract Documents, including that part of the Work subject to GC2.9, within a period of one (1)year from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by the Contract Documents. 2.10.2 Correction of Non-Conforming Work. Design-Builder shall, within seven (7) days of receipt of written notice from Owner that the Work is not in conformance with the Contract Documents,take meaningful steps to commence correction of such nonconforming Work, including the correction, removal or replacement of the nonconforming Work and any damage caused to other parts of the Work affected by the nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven (7) day period, Owner may, in addition to any other remedies provided under the Contract Documents provide Design-Builder with written notice that Owner will commence correction of such nonconforming Work with its own forces. If Owner does perform such corrective Work, Design-Builder shall be responsible for all reasonable costs incurred by Owner in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response,the seven(7) day periods identified herein shall be deemed inapplicable. 2.10.3 The one (1) year period referenced in GC 2.1 0.1 applies only to Design-Builder's obligation to correct nonconforming Work and is not intended to constitute a period of limitations for any other rights or remedies Owner may have regarding Design-Builder's other obligations under the Contract Documents. GC 3.0 Owner's Services and Responsibilities 3.1 Duty to Cooperate 3.1.1 Owner shall,throughout the performance of the Work,cooperate with Design-Builder and perform its responsibilities,obligations and services in a timely manner to facilitate Design-Builder's timely and efficient performance of the Work and so as not to delay or interfere with Design-Builder's performance of its obligations under the Contract Documents. 3.1.2 Owner shall provide reviews and approvals of interim design submissions and Construction Documents consistent with the tum-around times set forth in the Schedule. Owner's review does WDBC Document No. W-1705-2013 Page D-8 Attachment D—General Conditions 7/27/20 Page 745 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR not constitute acceptance of design errors or omissions, nor transfer design liability to Owner for the same. 3.2 Furnishing of Services and Information 3.2.1 Unless expressly stated to the contrary in the Contract Documents, Owner shall provide,at its own cost and expense, for Design-Builder's information and use the following, all of which Design-Builder is entitled to rely upon in performing the Work: 1. Surveys describing the property boundaries, topography and reference points for use during construction, including existing service and utility lines. 2. Geotechnical studies describing subsurface conditions, and other surveys describing other latent or concealed physical conditions at the Site. 3. Temporary and permanent easements, zoning and other requirements and encumbrances affecting land use, or necessary to permit the proper design and construction of the Project,access to the Site and any off-site storage or lay-down areas, and to enable Design-Builder to perform the Work. 4. A legal description of the Site. 5. To the extent available,as-built and record drawings of any existing structures and utilities at the Site; and 6. To the extent available, environmental studies, reports and impact statements describing the environmental conditions, including Hazardous Conditions, in existence at the Site. 3.2.2 Owner is responsible for securing and executing all necessary agreement with adjacent land or property owners that are necessary to enable Design-Builder to perform the Work. Owner is further responsible for all costs,including attorneys'fees,incurred in securing these necessary agreements. 3.3 Financial Information 3.3.1 Design-Builder shall cooperate with the reasonable requirements of Owner's lenders or other financial sources. 3.3.2 Notwithstanding the preceding sentence, after execution of the Agreement Design-Builder shall have no obligation to execute for Owner or Owner's lenders or other financial sources any documents or agreements that require Design-Builder to assume obligations or responsibilities greater than those existing obligations Design-Builder has under the Contract Documents. 3.3.3 Design-Builder shall not be required as a condition of award or contract to waive or subordinate its mechanic's lien rights,if any,to Owner's construction lender(s). 3.4 Owner's Representative 3.4.1 Owner's Representative shall be responsible for providing Owner-supplied information and approvals in a timely manner to permit Design-Builder to fulfill its obligations under the Contract Documents. Owner's Representative shall also provide Design-Builder with prompt notice if it observes any failure on the part of Design-Builder to fulfill its contractual obligations, including any errors, omissions or defects in the performance of the Work. WDBC Document No. W-1705-2013 Page D-9 Attachment D—General Conditions 7/27/20 Page 746 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 3.4.2 If Owner retains a third party as Owner's Engineer or Owner's Program Manager, separately from Owner's Representative,then Owner shall designate such third party in writing to Design-Builder, together with a statement of the respective roles, responsibility, and authority of each such party with respect to the administration of the contract,the approval of drawings and specifications,the issuance of instructions and change orders, the resolution of disputes, and the relative priority of the authority of such parties. 3.5 Government Approvals and Permits 3.5.1 Owner shall obtain and pay for all necessary permits, approvals,licenses,government charges and inspection fees set forth in the Owner's Permit List attached as part of Attachment F, 3.5.2 Owner shall provide reasonable assistance to Design-Builder in obtaining those permits,approvals and licenses that are Design-Builder's responsibility. 3.6 Owner's Separate Contractors 3.6.1 Owner is responsible for all work performed on the Project or at the Site by separate contractors under separate agreements with Owner. Owner shall contractually require its separate contractors to cooperate with,and coordinate their activities so as not to interfere with,Design-Builder in order to enable Design-Builder to timely complete the Work consistent with the Contract Documents. 3.6.2 Owner recognizes the importance that all work performed on the Project or at the Site by separate contractors under separate agreements with Owner is performed in a safe manner so as to prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii)the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site, and (iii)all other property at the Site or adjacent thereto. Owner shall require such separate contractors to assume responsibility for implementing and monitoring all safety precautions and programs related to the performance of their work. GC 4.0 Hazardous Conditions and Differing Site Conditions 4.1 Hazardous Conditions 4.1.1 Unless otherwise expressly provided in the Contract Documents to be part of the Work, Design- Builder is not responsible for any Hazardous Conditions encountered at the Site. Upon encountering any Hazardous Conditions, Design-Builder will stop Work immediately in the affected area and duly notify Owner and, if required by Legal Requirements, all government or quasi-government entities with jurisdiction over the Project or Site. 4.1.2 Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent experts to (i)ascertain whether Hazardous Conditions have actually been encountered,and,if they have been encountered, (ii) prescribe the remedial measures that Owner must take to either remove the Hazardous Conditions or render the Hazardous Conditions harmless. 4.1.3 Design-Builder shall be obligated to resume Work at the affected area of the Project only after Owner's expert provides it with written certification that(i) the Hazardous Conditions have been WDBC Document No. W-1705-2013 Page D-10 Attachment D—General Conditions 7/27/20 Page 747 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or Site. 4.1.4 Design-Builder will be entitled, in accordance with these General Conditions, to an equitable adjustment in its Contract Price and/or Contract Time(s)to the extent Design-Builder's cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions. 4.1.5 To the fullest extent permitted by law, Owner shall defend, indemnity and hold harmless Design Builder,Design Consultants, Subcontractors and Subcontractors,and the agents,officers,directors and employees of each of them, from and against any and all claims, damages, losses, costs and expenses, whether direct, indirect or consequential, including but not limited to attorney's fees, costs and expenses incurred in connection with litigation or arbitration,arising out of or relating to the performance of the Work in any area affected by Hazardous Material. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence, breach of warranty or contract, or strict liability of the indemnitee. 4.1.6 Notwithstanding the preceding provisions of this GC 4.1, Owner is not responsible for Hazardous Conditions introduced to the Site by Design-Builder,Design Consultants,Subcontractors or anyone for whose acts they may be liable. Design-Builder shall indemnify, defend and hold harmless Owner and Owner's officers, directors, employees and agents from and against all claims, losses, damages,liabilities and expenses,including attorneys'fees and expenses,arising out of or resulting from those Hazardous Conditions introduced to the Site by the parties identified in the first sentence of this GC 4.1.6. 4.1.7 The terms of this GC 4.1 shall survive the completion of the Work under this Agreement and/or any termination of this Agreement. 4.2 Differing Site Conditions 4.2.1 Concealed or latent physical conditions or subsurface conditions atthe Site that(i)materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature, or (iii) differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Work, are collectively referred to herein as "Differing Site Conditions." If Design- Builder encounters a Differing Site Condition, Design-Builder will be entitled to an equitable adjustment in the Contract Price and/or Contract Time(s)to the extent Design-Builder's cost and/or time of performance are adversely impacted by the Differing Site Condition. 4.2.2 Upon encountering a Differing Site condition, Design-Builder shall provide prompt written notice to Owner of such condition,which notice shall not be later than seven(7)days after such condition has been encountered. Design-Builder shall,to the extent reasonably possible,provide such notice before the Differing Site Condition has been substantially disturbed or altered. 5.0 Payment 5.1 Payment for Phase 1 Services 5.1.1 Design-Builder will submit an Application for Payment to Owner each month covering Phase 1 services performed to date. Each Application for Payment will be prepared in the standard form agreed to by the parties and supported by required documentation. WDBC Document No. W-1705-2013 Page D-11 Attachment D—General Conditions 7/27/20 Page 748 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 5.2 Schedule of Values for Phase 2 Services 5.2.1 Within ten(10)days of the Commencement Date, Design-Builder shall submit for Owner's review and approval a schedule of values for Phase 2 of the Work. The Schedule of Values will (i) subdivide the Work into its respective parts; (ii) include values for all items comprising the Work and (iii) serve as the basis for monthly progress payments made to Design-Builder throughout the Work. 5.3 Monthly Progress Payments 5.3.1 On or before the date established in the Agreement,Design-Builder shall submit for Owner's review and approval its Application for Payment requesting payment for all Work performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents and/or established at the meeting required by GC 2.1.4. 5.3.2 The Application for Payment may request payment for equipment and materials not yet incorporated into the Project,provided that(i) Owner is satisfied that the equipment and materials are suitably stored at either the Site or another acceptable location, (ii)the equipment and materials are protected by suitable insurance and (iii) upon payment, Owner will receive the equipment and materials free and clear of all liens and encumbrances. 5.3.3 The Application for Payment shall constitute Design-Builder's representation that the Work has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon the incorporation of the Work into the Project,or upon Design-Builder's receipt of payment,whichever occurs earlier. 5.4 Withholding of Payments; Payment of Undisputed Amounts 5.4.1 On or before the date established in the Agreement, Owner shall pay Design-Builder all amounts properly due, including the release of retention under Section 7.3.1 of the Agreement. If Owner determines that Design-Builder is not entitled to all or part of an Application for Payment, it will notify Design-Builder in writing at least five (5) days prior to the date payment is due. The notice shall indicate the specific amounts Owner intends to withhold,the reasons and contractual basis for the withholding, and the specific measures Design-Builder must take to rectify Owner's concerns. Design-Builder and Owner will attempt to resolve Owner's concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design-Builder may pursue its rights under the Contract Documents,including those under GC 8.0. 5.4.2 Notwithstanding anything to the contrary in the Contract Documents, Owner shall pay Design- Builder all undisputed amounts in an Application for Payment within the times required by the Agreement. 5.5 Right to Stop Work and Interest 5.5.1 If Owner fails to pay Design-Builder any amount that becomes due,Design-Builder,in addition to all other remedies provided in the Contract Documents, may stop Work pursuant to GC 9.4. All payments due and unpaid shall bear interest at the rate set forth in Section 7.5 of the Agreement. WDBC Document No. W-1705-2013 Page D-12 Attachment D—General Conditions 7/27/20 Page 749 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 5.6 Design-Builder's Payment Obligations 5.6.1 Design-Builder will pay any Subcontractors and Design Consultants,in accordance with applicable law and its contractual obligations to such parties, all the amounts Design-Builder has received from Owner on account of their work. Design-Builder will impose similar requirements on Subcontractors and Design Consultants to pay those parties with whom they have contracted. 5.6.2 Providing that Owner is not in breach of its contractual obligation to make payments to Design- Builder for the Work, Design-Builder shall indemnify, defend and hold harmless Owner from any claims or mechanic's liens brought against Owner or against the Project as a result of the failure of Design-Builder, or those for whose acts it is responsible,to pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work.Within ten(10)days of receiving written notice from Owner that such a claim or mechanic's lien has been filed, Design-Builder shall commence to take the steps necessary to discharge said claim or lien, including, if necessary, the furnishing of a mechanic's lien bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and charge Design-Builder with any costs and expenses incurred,including attorneys'fees. 5.7 Substantial Completion 5.7.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof, (ii)the remaining items of Work that have to be completed before final payment, (iii)provisions(to the extent not already provided in the Contract Documents)establishing Owner's and Design-Builder's responsibility for the Project's security, maintenance, utilities and insurance pending final payment, and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. 5.7.2 Upon Substantial Completion of the entire Work or,if applicable,any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. 5.7.3 Owner, at its option,may use a portion to the Work which has been determined to be substantially complete,provided that(i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in GC 5.7.1, (ii) Design-Builder and Owner have obtained the consent of their sureties and insurers, and (iii) Owner and Design-Builder, agree that Owner's use or occupancy will not interfere with Design-Builder's completion of the remaining Work. 5.7.4 Upon Substantial Completion, Design-Builder shall conduct performance testing of the Facility using Owner's operations and maintenance staff to demonstrate that the Performance Criteria set forth in Attachment H,Phase 1 Design Development,have been satisfied and that the Performance Guarantees have been met. WDBC Document No. W-1705-2013 Page D-13 Attachment D—General Conditions 7/27/20 Page 750 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 5.8 Final Payment 5.8.1 After receipt of a Final Application for Payment from Design-Builder, Owner shall make final payment by the time required in the Agreement,provided that Design-Builder has completed all of the Work in conformance with the Contract Documents. 5.8.2 At the time of submission of its Final Application for Payment, Design-Builder shall provide the following information: 1. An affidavit that there are no claims, obligations or liens outstanding or unsatisfied for labor, services,material,equipment,taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner's interests; 2. A general release executed by Design-Builder waiving, upon receipt of final payment by Design-Builder, all claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment; 3. Consent of Design-Builder's surety, if any,to final payment; 4. A certificate demonstrating that performance testing is complete and that the Performance Guarantees set forth in Attachment F, Owner's Project Criteria, have been met; 5. All operating manuals, warranties and other deliverables required by the Contract Documents; and 6. Certificates of insurance confirming that required coverages will remain in effect consistent with the requirements of the Contract Documents. 5.8.3 Upon making final payment, Owner waives all claims against Design-Builder except claims relating to (i) Design-Builder's failure to satisfy its payment obligations, if such failure affects Owner's interests, (ii) Design-Builder's failure to complete the Work consistent with the Contract Documents,including defects appearing after Substantial Completion,(iii)the terms of any special warranties required by the Contract Documents, and (iv) claims which are identified as unsettled at the time of making final payment. 5.8.4 Final payment by Owner shall constitute Final Acceptance of the Project for all purposes hereunder, subject to Design-Builder's remaining warranty obligations and any remaining indemnity obligations hereunder. 5.8.5 Acceptance of final payment by the Design-Builder, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. GC 6.0 Time 6.1 Obligation to Achieve the Contract Times 6.1.1 Design-Builder agrees that it will commence performance of the Work and achieve the Contract Time(s) in accordance with Article 5.0 of the Agreement. 6.2 Delays to the Work 6.2.1 If Design-Builder is delayed in the performance of the Work due to Uncontrollable Circumstances, the Contract Time(s) for performance shall be reasonably extended by Change Order, and the Schedule adjusted accordingly. WDBC Document No. W-1705-2013 Page D-14 Attachment D—General Conditions 7/27/20 Page 751 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 6.2.2 hl addition to Design-Builder's right to a time extension for delays in the Work under GC 6.2.1, Design-Builder shall also be entitled to an equitable adjustment of the Contract Price and equitable commutation of any Liquidated Damages under Section 5.4 of the Agreement. 6.3 Work Hours 6.3.1 Work shall be conducted during normal working hours (7:00 AM to 5:00 PM) on weekdays. Unless otherwise authorized in writing by the Project Manager,no work shall be performed on weekends, on City observed holidays or between 5:00 PM and 7:00 AM on weekdays. 6.3.2 Construction Observation and/or inspection services needed beyond normal working hours as defined above, shall be paid for by the Design-Builder at an hourly rate of $100.00 for each inspector providing such service. 7.0 Changes to the Contract Price and Time 7.1 Change Orders 7.1.1 A Change Order is a written instrument issued after execution of the Agreement signed by Owner and Design-Builder, stating their agreement upon all of the following: 1. The scope of the change in the Work; 2. The amount of the adjustment to the Contract Price; and 3. The extent of the adjustment to the Contract Time(s) and Schedule. 7.1.2 All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes. 7.1.3 If Owner requests a proposal for a change in the Work from Design-Builder and subsequently elects not to proceed with the change, a Change Order shall be issued to reimburse Design-Builder for reasonable costs incurred for estimating services, design services and services involved in the preparation of proposed revisions to the Contract Documents. 7.2 Work Change Directives 7.2.1 A Work Change Directive is a written order prepared and signed by Owner, directing a change in the Work prior to agreement on an adjustment in the Contract Price and/or the Contract Time(s). 7.2.2 Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for the Work Change Directive. Upon reaching an agreement,the parties shall prepare and execute an appropriate Change Order reflecting the terms of the agreement. 7.2.3 If Owner has requested a proposal for a change in the Work from Design-Builder, Owner shall notify Design-Builder as expeditiously as possible whether such proposal is accepted. Design- Builder shall not commence changed work until a written Work Change Directive or Change Order has been delivered by Owner. The parties recognize that delay in response to such proposals may increase the impact or cost of the Change. WDBC Document No. W-1705-2013 Page D-15 Attachment D—General Conditions 7/27/20 Page 752 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 7.3 Minor Changes in the Work 7.3.1 Minor changes in the Work do not involve an adjustment in the Contract Price and/or Contract Time(s) and do not materially and adversely affect the Work, including the design, quality, performance and workmanship required by the Contract Documents. Design-Builder may make minor changes in the Work consistent with the intent of the Contract Documents, provided, however, that Design-Builder shall promptly inform Owner, in writing, of any such changes and record such changes on the documents maintained by Design-Builder. 7.4 Contract Price Adjustments 7.4.1 The increase or decrease in Contract Price resulting from a change in the Work shall be determined by one or more of the following methods: 1. Unit prices set forth in the Agreement or as subsequently agreed between the parties(which may include daily or monthly overhead rates for the extension of services); 2. A mutually accepted lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by Owner; 3. Costs, fees and any other markups set forth in the Agreement; and 4. If an increase or decrease cannot be agreed to as set forth in items 1 through 3 above and 7.4.2 Owner issues a Work Change Directive,the cost of the change of the Work shall be determined by the reasonable expense and savings in the performance of the Work resulting from the change, including a reasonable overhead and profit, as may be set forth in the Agreement. If the net result of both additions and deletions to the Work is an increase or a decrease in the Contract Price, overhead and profit shall be calculated on the basis of the net increase or decrease to the Contract Price. Design-Builder shall maintain a documented, itemized accounting evidencing the expenses and savings associated with such changes. 7.4.3 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to Owner or Design-Builder because of differences in the character or quantity of such unit items as originally contemplated, such unit prices shall be equitably adjusted. 7.4.4 If Owner and Design Builder disagree upon whether Design-Builder is entitled to be paid for any services required by Owner, or if there are any other disagreements over the scope of Work or proposed changes to the Work, Owner and Design-Builder shall resolve the disagreement pursuant to GC 8.0.As part of the negotiation process,Design-Builder shall furnish Owner with a good faith estimate of the costs to perform the disputed services in accordance with Owner's interpretations. If the parties are unable to agree and Owner expects Design-Builder to perform the services in accordance with Owner's interpretations, Design-Builder shall proceed to perform the disputed services, conditioned upon Owner issuing a written order to Design-Builder(i) directing Design- Builder to proceed and (ii) specifying Owner's interpretation of the services that are to be performed.If this occurs Design-Builder shall be entitled to submit in its Applications for Payment an amount equal to fifty percent (50%) of its reasonable estimated direct cost to perform the services, and Owner agrees to pay such amounts, with the express understanding that (i) such payment by Owner does not prejudice Owner's right to argue that it has no responsibility to pay for such services and (ii) receipt of such payment by Design-Builder does not prejudice Design- WDBC Document No. W-1705-2013 Page D-16 Attachment D—General Conditions 7/27/20 Page 753 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Builder's right to seek full payment of the disputed services if Owner's order is deemed to be a change to the Work. 7.5 Emergencies 7.5.1 In any emergency affecting the safety of persons and/or property, Design-Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time(s) on account of emergency work shall be determined as provided in this GC 7.0. GC 8.0 Contract Adjustments and Disputes 8.1 Requests for Contract Adjustments and Relief 8.1.1 If either Design-Builder or Owner believes that it is entitled to relief against the other for any Changed Condition arising out of or related to the Work or Project,such party shall provide written notice to the other party of the basis for its claim for relief. 8.1.2 A Changed Condition may include a Change in Law following the date of Design-Builder's proposal to Owner, which has a material impact on the cost of the Work, the Schedule, the Performance Criteria, or other aspects of Design-Builder's performance hereunder. 8.1.3 Changed Conditions may include Uncontrollable Circumstances having an impact on Design- Builder's cost of the Work, the Schedule, the Performance Criteria, or other aspects of Design- Builder's performance hereunder. 8.1.4 Such notice shall, if possible, be made prior to incurring any cost or expense and in accordance with any specific notice requirements contained in applicable sections of these General Conditions. In the absence of any specific notice requirement,written notice shall be given within a reasonable time,not to exceed twenty-one (2 1) days, after the occurrence-giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition-giving rise to the request,whichever is later. 8.1.5 Such notice shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief and,if then available,the specific contractual adjustment or relief requested and the basis of such request. 8.2 Dispute Avoidance and Resolution 8.2.1 The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Design-Builder and Owner each agree to resolve such disputes or disagreements in an amicable,professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work. 8.2.2 Design-Builder and Owner will first attempt to resolve disputes or disagreements at the Project level through discussions between Design-Builder's Representative and Owner's Representative. 8.2.3 If a dispute or disagreement cannot be resolved through Design-Builder's Representative and Owner's Representative, upon the request of either party, then the matter shall be referred to the Senior Representatives of each party for resolution. Design-Builder's Senior Representative and WDBC Document No. W-1705-2013 Page D-17 Attachment D—General Conditions 7/27/20 Page 754 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Owner's Senior Representative shall meet as soon as conveniently possible,but in no case later than thirty (30) days after such a request is made, to attempt to resolve such dispute or disagreement. Prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving their dispute or disagreement. 8.2.4 If, after meeting,the Senior Representatives determine that the dispute or disagreement cannot be resolved on terms satisfactory to both parties, then the parties shall submit the dispute or disagreement to non-binding mediation. The mediation shall be conducted by a mutually agreeable impartial mediator, or if the parties cannot so agree, a mediator designated by the American Arbitration Association ("AAA") pursuant to its Construction Industry Mediation Rules. The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. Any claims, disputes or controversies between the parties arising out of or relating to the Agreement, or the breach thereof, which have not been resolved in accordance with the procedures set forth in GC 8.2, shall be decided by court of competent jurisdiction. 8.2.5 In any final, binding dispute proceeding upon which the parties may agree, each party shall be responsible for its own legal costs, including attorneys'fees. 8.2 Duty to Continue Performance 8.3.1 Unless provided to the contrary in the Contract Documents, Design-Builder shall continue to perform the Work and Owner shall continue to satisfy its payment obligations to Design-Builder, pending the final resolution of any dispute or disagreement between Design-Builder and Owner GC 9.0 Suspension and Termination 9.1 Owner's Right to Stop Work 9.1.1 Owner may, without cause and for its convenience, order Design-Builder in writing to stop and suspend the Work. Such suspension shall not exceed sixty(60)consecutive days or aggregate more than ninety(90) days during the duration of the Project. 9.1.2 Design-Builder is entitled to an equitable adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of stoppage of work by Owner. 9.2 Termination for Convenience 9.2.1 Upon ten(10) days'written notice to Design-Builder, Owner may,for its convenience and without cause, elect to terminate this Agreement. In such event, Owner shall pay Design-Builder for the following: 1. All Work executed and for proven loss, cost or expense in connection with such Work; 2. The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and 3. The fair and reasonable sums for overhead and profit on the sum of items 1 and 2 above. WDBC Document No. W-1705-2013 Page D-18 Attachment D—General Conditions 7/27/20 Page 755 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 9.2.2 If Owner terminates this Agreement pursuant to GC 9.2.1 and proceeds to design and construct the Project through its employees,agents or third parties, Owner's rights to use the Work product shall be as set forth in Section 4.3 ("Owner's Limited License upon Owner's Termination for Convenience or Design-Builder's Election to Terminate"). 9.3 Owner's Right to Perform and Terminate for Cause 9.3.1 If Design-Builder persistently falls to(i)provide a sufficient number of skilled workers, (ii)supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv) timely pay, without cause, Subcontractors, (v) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, or (vi) perform material obligations under the Contract Documents, then Owner,in addition to any other rights and remedies provided in the Contract Documents or by Law, shall have the rights set forth in GC 9.3.2, 9.3.3,and 9.3.4. 9.3.2 Upon the occurrence of an event set forth in GC 9.3 1,Owner may provide written notice to Design- Builder that it intends to terminate the Agreement unless the problem cited is cured,or commenced to be cured, within seven (7) days of Design-Builder's receipt of such notice. If Design-Builder fails to cure,or reasonably commence to cure,such problem,then Owner may give a second written notice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder,within such second seven(7)day period,fails to cure,or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. 9.3.3 Upon declaring the Agreement terminated pursuant to GC 9.3.2, Owner may enter upon the premises and take possession,for the purpose of completing the Work,of all materials,equipment, scaffolds,tools,appliances and other items thereon,which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services,materials, equipment and other items. 9.3.4 In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents.At such time,if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid for Work performed prior to its default.If Owner's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price,then Design-Builder shall be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work,but also losses,damages, costs and expense, including attorneys' fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder's default, subject to the waiver of consequential damages set forth in Section 10.2 of the Agreement. 9.3.5 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of GC 9.2. WDBC Document No. W-1705-2013 Page D-19 Attachment D—General Conditions 7/27/20 Page 756 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 9.4 Design-Builder's Right to Stop Work 9.4.1 Design-Builder may, in addition to any other rights afforded under the Contract Documents or at law, stop work for the following reason: Owner's failure to pay amounts properly due under Design-Builder's Application for Payment. 9.4.2 Should an event set forth in GC 9.4.1 occur, Design-Builder may provide Owner with written notice that Design-Builder will stop work unless such event is cured within seven (7) days from Owner's receipt of Design-Builder's notice. If Owner does not cure the problem within such seven (7)day period,Design-Builder may stop work. In such case,Design-Builder may make a claim for adjustment to the Contract Price and Contract Time(s)to the extent it has been adversely impacted by such stoppage. 9.5 Design-Builder's Right to Terminate for Cause 9.5.1 Design-Builder, in addition to any other rights and remedies provided in the Contract Documents or by law,may terminate the Agreement for cause for the following reasons: 1. The Work has been stopped for sixty(60) consecutive days, or more than ninety(90) days during the duration of the Project, because of a court order, any government authority having jurisdiction over the Work,or orders by Owner under GC 9.1.1,provided that such stoppages are not due to the acts or omissions of Design-Builder or anyone for whose acts Design-Builder may be responsible; or 2. Owner's failure to provide Design-Builder with any information,permits or approvals that are Owner's responsibility under the Contract Documents which result in the Work being stopped for sixty(60)consecutive days, or more than ninety (90) days during the duration of the Project, even though Owner has not ordered Design-Builder in writing to stop and suspend the Work pursuant to GC 9.1.1; or 3. Owner's failure to cure the problems set forth in GC 9.4.1 after Design-Builder has stopped the Work. 9.5.2 Upon the occurrence of an event set forth in GC 9.5.1, Design-Builder may provide written notice to Owner that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured,within seven (7) days of Owner's receipt of such notice. If Owner fails to cure, or reasonably commence to cure, such problem. Then Design-Builder may give a second written notice to Owner of its intent to terminate within an additional seven (7) day period. If Owner, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem,then Design-Builder may declare the Agreement terminated for default by providing written notice to Owner of such declaration. In such case, Design-Builder shall be entitled to recover in the same manner as if Owner had terminated the Agreement for its convenience under GC 9.2. 9.6 Bankruptcy of Owner or Design-Builder 9.6.1 If either Owner or Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code (such party being referred to as the "Bankrupt Party"), such event may impair or frustrate the Bankrupt Party's ability to perform its obligations under the Contract Documents. Accordingly, should such event occur: WDBC Document No. W-1705-2013 Page D-20 Attachment D—General Conditions 7/27/20 Page 757 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 1. The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non- Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten(10) days after receiving notice of the request; and 2. The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action. If the Bankrupt Party fails to comply with its foregoing obligations,the non-Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non-Bankrupt Party under this GC 9.0. 9.6.2 The rights and remedies under GC 9.6.1 shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code or the right of Design-Builder to stop Work under any applicable provision of these General Conditions. GC 10.0 Miscellaneous 10.1 Assignment 10.1.1 Neither Design-Builder nor Owner shall without the written consent of the other, assign, and transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents. 10.2 Successorship 10.2.1 Design-Builder and Owner intend that the provisions of the Contract Documents are binding upon the parties,their employees, agents,heirs, successors and assigns. 10.3 Governing Law 10.3.1 The Agreement and all Contract Documents shall be governed by the laws of the place of the Project,without giving effect to its conflict of law principles. 10.4 Severability 10.4.1 If any provision or any part of a provision of the Contract Documents shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents, which shall remain in full force and effect as if the unenforceable provision or part were deleted. 10.5 No Waiver 10.5.1 The failure of either Design-Builder or Owner to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall WDBC Document No. W-1705-2013 Page D-21 Attachment D—General Conditions 7/27/20 Page 758 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR not be construed as a waiver or relinquishment of such obligation or right with respect to future performance. 10.6 Headings 10.6.1 The headings used in these General Conditions or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision. 10.7 Notice 10.7.1 Whenever the Contract Documents require that notice be provided to the other party,notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice, (ii)four(4)days after being sent by registered or certified mail,postage prepaid to the address indicated in the Agreement,(iii)if transmitted by facsimile,by the time stated in a machine- generated confirmation that notice was received at the number of the intended recipient, or(iv) if transmitted by e-mail to the individual to whom such notice is required to be given, by the time stated in a machine-generated confirmation that notice was received at the e-mail address of the intended recipient. 10.8 Amendments 10.8.1 The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of both parties. 10.9 Third Parties 10.9.1 The services to be performed by Design-Builder are intended solely for the benefit of the Owner. No person or entity not a signatory to this Agreement shall be entitled to rely on the Design- Builder's performance of its services hereunder, and no right to assert a claim against the Design- Builder by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of the Design-Builder's services hereunder. GC 11.0 Electronic Data 11.1 Electronic Data 11.1.1 The parties recognize that Contract Documents, including drawings, specifications and three- dimensional modeling (such as Building Information Models) and other Work Product may be transmitted among Owner,Design-Builder and others in electronic media as an alternative to paper hard copies (collectively "Electronic Data"). 11.2 Transmission of Electronic Data 11.2.1 Owner and Design-Builder shall agree upon the software and the format for the transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data. 11.2.2 Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work Product. WDBC Document No. W-1705-2013 Page D-22 Attachment D—General Conditions 7/27/20 Page 759 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Unless specifically set forth in the Agreement, ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated,transmitted,generated or interpreted. 11.2.3 By transmitting Work Product in electronic form,the transmitting party does not transfer or assign its rights in the Work Product. The rights in the Electronic Data shall be as set forth in Article 4.0 of the Agreement ("Ownership of Work Product"). Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods. 11.3 Electronic Data Protocol 11.3.1 The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error. Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and,in consideration of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree,to the following protocols,terms and conditions set forth in this GC 11.3. 11.3.2 Electronic Data will be transmitted in the format agreed upon in GC 11.2.1, including file conventions and document properties,unless prior arrangements are made in advance in writing. 11.3.3 The Electronic Data represents the information at a particular point in time and is subject to change. Therefore, the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data,which protocol shall also address the duty, if any,to update such information, data or other information contained in the electronic media if such information changes prior to Final Completion of the Project. 11.3.4 The transmitting party specifically disclaims all warranties,expressed or implied including,but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the media transmitting the Electronic Data. However, transmission of the Electronic Data by electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party,and the transmitting party did not participate in such change or alteration. WDBC Document No. W-1705-2013 Page D-23 Attachment D—General Conditions 7/27/20 Page 760 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR ATTACHMENT E INDEMNITY,INSURANCE & BONDING 1.0 Indemnity 1.1 To the fullest extent permitted by law,Design-Builder shall defend,indemnify and hold Owner,its officers and employees from liability, damages, losses and costs including but not limited to reasonable attorney's fees to the extent caused by the negligence, recklessness or intentional wrongful conduct of Design-Builder or persons employed or utilized by Design-Builder in the performance of the Work. Design-Builder shall not be required to defend, indemnify or hold harmless Owner for any acts, omissions or negligence of Owner, Owner's employees, agents or separate contractors. 1.2 Owner shall cause any other contractor who may have a contract with Owner to perform work in the areas where Work will be performed under this Agreement,to agree to indemnify and defend Design-Builder, Subcontractors or anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable and hold them harmless from all claims for bodily injury and property damage, other than property insured under Section 5.0, that may arise from that contractor's operations. Such provisions shall be in a form satisfactory to Design-Builder. 1.3 If an employee of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them,or anyone for whose acts any of them may be liable has a claim against Owner,its officers,directors,employees,or agents,then Design-Builder's indemnity obligation set forth in Section 1.1 above shall not be limited by any limitation on the amount of damages, compensation, or benefits payable by or for Design-Builder, Design Consultants, Subcontractors, or other entity under any employee benefit acts,including workers'compensation or disability acts. 2.0 Design-Builder's Insurance See Attachment G—Special Conditions 18 2.1 Excess Liability Insurance above the required Commercial General, Commercial Automobile,and Employer's Liability insurance to result in overall liability coverage in the amount of$4,000,000 annual aggregate limit. 2.2 For Contractor's Pollution Liability Errors and Omissions Insurance see Attachment G — Special Conditions 18 2.3 The policies shall contain a provision that coverage will not be canceled or not renewed until at least thirty (30) days' prior written notice has been given to Owner. Certificates of insurance showing required coverage to be in force shall be filed with Owner prior to commencement of the Work. 2.4 Products and Completed Operations insurance shall be maintained for a minimum period of at least two year(s) after either ninety (90) days following the date of Substantial Completion or final payment,whichever is earlier. 2.5 The insurance limits stated in this Attachment E may be satisfied through a combination of underlying and excess or umbrella coverage. 2.6 Subcontractors. Design-Builder shall require that all Subcontractors working on the Project secure and maintain the same insurance coverages required for Design-Builder for workers' compensation insurance,employer's liability insurance,commercial automotive liability insurance and commercial general liability insurance and other financial sureties required by applicable law WDBC Document No. W-1706-2013 Page E-1 Attachment E—Indemnity, Insurance&Bonding 7/27/20 Page 761 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR in connection with their presence and the performance of their duties pursuant to this Agreement; provided that Owner may approve lower limits for specific subcontractors pursuant to a request submitted by Design-Builder to Owner prior to any work being performed by the subcontractor. Design-Builder shall require that all subcontractors performing engineering services and all subcontractors performing work with potential pollution liability risk secure and maintain Professional Liability or Pollution Liability insurance coverage, respectively, with such coverage limits commensurate with the scope of the subcontract work performed. Owner, Design-Builder and all other parties required of Design-Builder shall be named as additional insured on subcontractor's required commercial general liability insurance policy. Alternatively, Design- Builder may obtain and maintain said policies and sureties on the subcontractor's behalf. 3.0 Professional Liability Insurance- See Attachment G- Special Conditions 19 4.0 Owner's Liability Insurance 4.1 Owner shall be responsible for obtaining and maintaining its own liability insurance. Insurance for claims arising out of the performance of this Agreement may be purchased and maintained at Owner's discretion. 4.2 If Owner hires separate contractors for with respect to the Project or for any portion of the Work, then Owner shall require that such separate contractors waive any insurers' rights of subrogation against the Design-Builder and its Subcontractors,Design Consultants,and their officers,directors, and employees. 5.0 Insurance to Protect Project- See Attachment G- Special Conditions 20 5.1 If Owner occupies or uses a portion of the Project prior to its Substantial Completion, such occupancy or use shall not commence prior to a time mutually agreed to by Owner and Design- Builder and to which the insurance company or companies providing the property insurance have consented by endorsing the policy or policies. This insurance shall not be canceled or lapsed on account of partial occupancy. Consent of Design-Builder to such early occupancy or use shall not be unreasonably withheld. 5.2 Owner shall obtain and maintain boiler and machinery insurance as necessary. The interests of Owner, Design-Builder, Subcontractors and Sub-subcontractors shall be protected under this coverage. 5.3 Upon Substantial Completion and during any period of startup, testing, commissioning, or initial operation of the Project, Owner shall obtain and maintain insurance with respect thereto consistent with that insurance which Owner obtains and maintains with respect to any damage or loss to its permanent plant during commercial operation. Design-Builder, Subcontractors and Sub- subcontractors shall be named as additional insured on such insurance, and Owner hereby waives any rights of subrogation with respect thereto. 6.0 Property Insurance Loss Adjustment 6.1 Any insured loss shall be adjusted with Owner and Design-Builder and made payable to Owner and Design-Builder as trustees for the insureds, as their interests may appear, subject to any applicable mortgagee clause. 6.2 Upon the occurrence of an insured loss, monies received will be deposited in a separate account and the trustees shall make distribution in accordance with the agreement of the parties in interest, or in the absence of such agreement, in accordance with a mediation agreement, or,if not resolved through mediation,then by an arbitration award pursuant to arbitration. If the trustees are unable WDBC Document No. W-1706-2013 Page E-2 Attachment E—Indemnity, Insurance&Bonding 7/27/20 Page 762 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR to agree between themselves on the settlement of the loss, such dispute shall also be submitted for resolution by mediation or arbitration. 7.0 Waiver of Subrogation 7.1 Owner and Design-Builder waive all rights against each other, and any of their respective employees,agents,consultants,subcontractors and sub-subcontractors for damages caused by risks covered by insurance provided in Section 5.0 to the extent they are covered by that insurance, except such rights as they may have to the proceeds of such insurance held by Owner and Design- Builder as trustees. Design-Builder shall require similar waivers from all Subcontractors,and shall require each of them to include similar waivers in their sub-subcontracts and consulting agreements. 7.2 Owner waives subrogation against Design-Builder, Subcontractors and Sub-subcontractors on all property and consequential loss policies carried by Owner on adjacent properties and under property and consequential loss policies purchased for the Project after its completion. 7.3 If the policies of insurance referred to in this Section require an endorsement to provide for continued coverage where there is a waiver of subrogation,the owners of such policies will cause them to be so endorsed. 8.0 Bonding- See Attachment G- Special Conditions 21 WDBC Document No. W-1706-2013 Page E-3 Attachment E—Indemnity, Insurance&Bonding 7/27/20 Page 763 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR ATTACHMENT F Scope of Work SECTION 1 1.0 Owners Design-Build Criteria 1.1 The Owner's Design-Build Criteria entitled; Generator Replacement at the East Water Treatment Plant (Task Order No. UT-2A-02), Design Criteria Package, Final Version, as prepared by JACOBS, October 2019, is hereby incorporated by reference for purposes of establishing project scope and minimum prescriptive and performance requirements contained therein. 1.2 Phase 2 2.0 Scope of Work 2.1 Phase 1 — Scope of work shall be,as a minimum, deliverables enumerated in para. 5(b)(1), Design Phase and includes associated project planning and management tasks inclusive of Phase 1 and 2 prescriptive and performance criteria 2.2 Phase 2 Scope of work shall be, as a minimum, deliverables enumerated in para. 5(b)(11), Design Phase and includes associated project planning and management tasks inclusive of Phase 1 and 2 prescriptive and performance criteria WDBC Document No. W-1708-2013 Page F-1 Attachment F—Owner's Permit List 7/27/20 Page 764 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR ATTACHMENT G SPECIAL CONDITIONS 1. The DESIGN/BUILD FIRM shall follow the City procurement policies for all large items in excess of$100,000. 2. The DESIGN/BUILD FIRM may elect to use its own forces for portions of the Work to be performed. However, DESIGN/BUILD FIRM will be limited to 50%of the on-site construction Work if such the decision to self-perform is made. 3. The CITY encourages the utilization of local businesses within the CITY of Boynton Beach city limits therefore DESIGNBUILD FIRM shall make every effort to engage local contractors to enhance the local economy. 4. As part of such preparation, the DESIGN/BUILD FIRM shall review the specifications and drawings. Ambiguities, conflicts or lack of clarity in language, use of illegally restrictive requirements, and any other defects in the specifications or in the drawings noted by the DESIGN/BUILD FIRM shall be brought to the attention of the Project Manager and Permitting agency(les) in written form and simultaneously corrected. 5. Quality Control: The DESIGN/BUILD FIRM shall develop and maintain a program acceptable to the CITY, to assure quality control of the construction. The DESIGN/BUILD FIRM shall supervise the work of all subcontractors providing insurance to each when their work does not conform to the requirements of the plans and specifications and it shall continue to exert its influence and control over each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the work. Should disagreement occur between the DESIGN/BUILD FIRM over acceptability of work and conformance with the requirements of the specifications and plans, the CITY shall be the final judge of performance and acceptability. 6. Subcontracting Interfacing: The DESIGN/BUILD FIRM shall be the sole point of interface with all subcontractors for the CITY and all of its agents and representatives. It shall negotiate all change orders, field orders, and request for proposals, with all affected subcontractors and shall review the costs of those proposals and advise the CITY of their validity and reasonableness,acting in the CITY's best interest prior to requesting approval of each change order from the CITY. Before any work is begun on any change order, a written authorization and approval from the CITY must be issued. However, when health and safety are threatened, the DESIGN/BUILD FIRM shall act immediately to remove the threat. It shall also carefully review all shop drawings and then issue the shop drawings to the affected subcontractor for fabrication or revision. The DESIGN/BUILD FIRM shall maintain a suspense control system to promote expeditious handling. It shall make interpretations of the drawings or specifications requested by the subcontractors and shall maintain said suspense control system to promote timely response. The Project Manager must be informed when the timely response is not occurring on any of the above. 7. Permits: The DESIGN/BUILD FIRM shall secure all necessary permits,the cost of which will be considered a direct cost item. 8. Job Site Requirements: The DESIGN/BUILD FIRM shall provide for each of the following activities as a part of its Construction Phase fee: 1WDBC Document No. W-1708-2013 Page G-1 Attachment G—Special Conditions 7/27/20 Page 765 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR a. Provide a safety program for the project to meet CITY and OSHA requirements. Monitor for subcontractor compliance without relieving them of the responsibilities to perform work in accordance with the best acceptable practice. b. Maintain a log of daily activities, including manpower records, weather, delays, major decisions,etc. C. Maintain a roster of companies on the project with name and telephone numbers of key personnel. d. Establish and enforce job rule governing parking, clean-up, use of facilities and worker discipline. e. Provide labor relations management for a harmonious,productive project. f. Provide a quality control program as per Section 3.2 (F)herein. g. Miscellaneous office supplies that support the construction efforts which are consumed by its own forces. h. Travel to and from its home office to the project site as the project requires shall be reimbursed thru the GMP. The DESIGN/BUILD FIRM shall provide personnel and equipment or shall arrange for separate subcontracts to provide each of the following as a direct cost item: a. Schedule the services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements. b. The printing and distribution of all required bidding documents and shop drawings, including the sets required by the Permitting Agency(les) inspectors. 9. Job Site Job Site Administration: The DESIGN/BUILD FIRM shall provide as part of its job site fee,job site administration functions during construction to assure proper documentation,including but not limited to such things as follows: Job Meetings — Hold weekly progress meetings and coordination meetings to provide for an easy flowing project. Implement procedures and assure timely submittals, expedite processing approvals and return of shop drawings, samples,etc. Coordinate and expedite critical ordering and delivery of materials, work sequences, inspection and testing, labor allocation, etc. Review and coordinate each subcontractor's work. Review and implement revisions to the Schedule. Monitor and promote safety requirements. In addition, regular project status meetings will be held between the CITY and the DESIGN/BUILD FIRM either biweekly or monthly, whichever is designated by the Project Manager. 2WDBC Document No. W-1708-2013 Page G-2 Attachment G—Special Conditions 7/27/20 Page 766 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR The Job site meetings should be utilized as a tool for pre-planning of work,enforcing schedules, and for establishing procedures, responsibilities, and identification of authority for all to clearly understand. Identify party or parties responsible to follow up on any problems, delay items or questions and record course of action/solution. Revisit each pending item at each subsequent meeting until resolution is achieved. Require all present to make any problems or delaying event known to those present for appropriate attention and resolution. Shop Drawing Submittals/Approvals: Provide staff to check shop drawings and closely monitor their submittal and approval process. Material and Equipment Expediting: Provide staff to closely monitor material and equipment deliveries; critically important checking and follow-up procedures on supplier commitments of all subcontractors. Payments to Subcontractors: Develop and implement a procedure for review, processing, and payment of applications by subcontractors for progress and final payments. All financial documents and records shall be maintained pursuant to reasonable accounting practices designed to afford the CITY the ability to have the documents audited with the minimum of cost and disruption. Document Interpretation: Refer all questions for interpretation of the technical documents to the CITY for direction. Reports and Project Site Documents: Record the progress of the project. Submit written progress reports to the CITY including information on the subcontractor's work, and the percentage of completion. Keep a daily log available to the CITY and the Permitting Agency(les) inspectors for reviewing and copying. Subcontractor's Progress: Prepare periodic punch lists for subcontractor's work including unsatisfactory or incomplete items and schedules for their completion. Substantial Completion: Substantial completion shall be established by way of the following steps: a. DESIGN/BUILD FIRM shall notify the CITY that the project is ready for Substantial Completion inspections. b. The CITY shall conduct such inspections. c. Inspections shall be completed by the CITY's Representative. d. The CITY shall consolidate a punch list(CITY's punch list) e. The DESIGN/BUILD FIRM shall issue a Certificate of Substantial Completion for acceptance by the CITY's with punch list attached. Start-up: With the CITY's personnel, direct the checkout of utilities, operations, training, systems and equipment for readiness and assist in their initial start-up and testing by the trade contractors. Final Completion: Monitor the Subcontractor's performance on the completion of the project and provide notice to the CITY that the Work is ready for Final Inspection. Secure and transmit to the CITY all required guarantees, affidavits, warranties, releases, bonds and waivers, manuals, record drawings, and maintenance manuals including the Final Completion Form. 3WDBC Document No. W-1708-2013 Page G-3 Attachment G—Special Conditions 7/27/20 Page 767 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR Record Drawings: The DESIGN/BUILD FIRM shall monitor the progress of their own forces or their subcontractors on marked up field prints and at project completion will prepare the final record drawings. 10. Administrative Records: The DESIGN/BUILD FIRM will maintain on the Job Site all project files and records. The project records shall be available at all times to the CITY for reference,review or copying. 11. CITY Occupancy: The DESIGN/BUILD FIRM shall provide services during the design and construction phases and will provide a coordinated CITY occupancy of the project. It shall provide consultation and project management to facilitate CITY occupancy and provide transitional services to get the work,as completed by the subcontractors;"on-line"in such conditions as will satisfy CITY operational requirements. a. It shall conduct the preliminary punch list inspection and coordinate the completion of the punch list work to be done with the CITY occupancy in mind. b. It shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the CITY in such a manner as to promote their usability. It shall provide operational training in equipment use for building operators. c. It shall secure required guarantees and warranties, assemble and deliver same to the CITY in a manner that will facilitate their maximum enforcement and assure their meaningful implementation. d. It shall continuously review"Record"Drawings"and mark up progress prints to provide as much accuracy as possible. The CITY may not occupy or take control of the Project until the above items discussed in this paragraph have been completed and the "Substantial Completion", and "Warranty" requirements specified in paragraphs 3.2J. (8) "Substantial Completion", 3.2.1 (10) "Final Completion", and 3.2.1 (M) "Warranty"have been completed to the City's satisfaction excluding the requirements for a warranty inspection. Nothing in this provision shall preclude the CITY from taking partial occupancy if necessary. 12. WARRANTY: Where any work is performed by the DESIGN/BUILD FIRM's own personnel or by subcontractors under Contract with the Design/Build Firm, the DESIGN/BUILD FIRM shall warrant that all materials and equipment included in such work will be new except where indicated otherwise in the Contract documents, and that such work will be new and of good quality, free from improper workmanship and defective materials and in conformance with the Drawings and Specifications. With respect to the same work, the DESIGN/BUILD FIRM further agrees to correct all work found by the CITY to be defective in material and workmanship or not in conformance with the Drawings and Specifications for a period of two (2) years from the Date of Final Completion or for such longer period of time as may be set forth with respect to specific warranties contained in the trade sections of the Specifications. The DESIGN/BUILD FIRM shall collect and deliver to the CITY any specific written warranties given by others as required by the Contract Documents. The DESIGN/BUILD FIRM shall warrant to the CITY that it possesses good, clear and marketable title to all equipment and materials provided and that there are no pending liens, claims 4WDBC Document No. W-1708-2013 Page G-4 Attachment G—Special Conditions 7/27/20 Page 768 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR or encumbrances against the equipment and materials. DESIGN/BUILD FIRM is required to submit form provided by the CITY, herein attached as part of "Appendix C" herein, named "Warranty of Title" to certify this claim. 13. Code Inspections: All projects require detailed code compliance inspections during construction in certain disciplines. These disciplines normally include, but are not necessarily limited to structural, mechanical, electrical, plumbing, and general building. All inspections shall be made for conformance with the applicable building codes, compliance with drawings and specifications. The DESIGN/BUILD FIRM is ultimately responsible for all code compliance. Cost for all re-inspections of work found defective and subsequently repaired shall be borne by the DESIGN/BUILD FIRM. 14. Subcontractors: Proposals: Subject to Section 3.9.2 "Cost of Work" and in accordance with Section 3.21) "Solicitation of Bids," the DESIGN/BUILD FIRM shall request and receive proposals from subcontractors and suppliers and will award those contracts to the responsive qualified low bidder after it has reviewed each proposal and is satisfied that the subcontractor is qualified to perform the work. Required Subcontractor's Qualifications and Subcontractors Conditions: a. Subcontractor Relations: The DESIGN/BUILD FIRM shall require each subcontractor to the extent of the work to be performed by the subcontractor to be bound to the DESIGN/BUILD FIRM by the terms of the Contract Documents, and to assume toward the DESIGN/BUILD FIRM all the obligations and responsibilities which the DESIGN/BUILD FIRM by these Documents,assumes toward the City. The DESIGN/BUILD FIRM shall not employ any subcontractor, whether initially or as a substitute against whom the CITY has reasonable objection. The DESIGN/BUILD FIRM shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by this Section 3.5, and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. Each subcontractor shall similarly make copies of such Documents available to its subcontractors. b. Subcontract Requirements: The DESIGN/BUILD FIRM shall be responsible for pre- qualifying subcontractors. Pre-qualification shall include but not limited to evaluation of previous experience staffing resources, financial conditions and overall ability to perform the work. Workforce: The DESIGN/BUILD FIRM shall evaluate subcontractor's percentage of the project construction work to be performed utilizing its own employees. Subcontractor Experience: The subcontractor must demonstrate related experience of similar size and complexity as determined by the DESIGN/BUILD FIRM. Supervision: The subcontractor must agree to provide field (on-site) supervision through a named superintendent for each trade (general concrete forming and placement, masonry, 5WDBC Document No. W-1708-2013 Page G-5 Attachment G—Special Conditions 7/27/20 Page 769 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR mechanical, plumbing, electrical and roofing) included in the subcontract. In addition, the subcontractor shall assign and name a qualified employee for scheduling direction for its work. The supervisory employees of the subcontractor (including field superintendent, foreman and schedulers at all levels) must have been employed in a supervisory (leadership) capacity of substantially equivalent level on a similar project for at least two (2) years within the last five years. The subcontractor shall include a resume of experience for each employee identified by him to supervise and schedule the work. c. All Subcontractors shall provide: LIMITATION OF REMEDY — NO DAMAGES FOR DELAY OR DISRUPTION The subcontractor's exclusive remedy for delays or disruptions,except for active interference by the CITY in the performance of the contract caused by events beyond its control,including CITY delays claimed to be caused by the CITY or attributable to the CITY and including claims based on breach of contract or negligence, shall be an extension of its contract time. In the event of a change in the Work,the subcontractor's claim for adjustments in the contract sum are limited exclusively to its actual costs for such changes. Each subcontract shall require the subcontractor to expressly agree that the foregoing constitute its sole and exclusive remedies for delays or disruptions and changes in the Work, and thus eliminate any other remedies for claim for increase in the contract price, damages, losses, or additional compensation. Each subcontract shall require that any claims by subcontractor for delay or additional cost must be submitted to the DESIGN/BUILD FIRM within seven (7) calendar days in the format in which the DESIGN/BUILD FIRM must submit such claims to the CITY. Failure to comply with the conditions for giving notice and submitting claims shall result in the waiver of such claims. Any such claim must include a time impact analysis as a justification for any equitable time or price adjustment, and a subcontractor's refusal to provide such a timely analysis shall be considered a failure of a condition precedent to advance the claim in any future litigation. The DESIGN/BUILD FIRM shall also: 1. Observe work of each subcontractor to monitor compliance with schedule. 2. Verify that labor and equipment are adequate for the work and the schedule. 3. Verify that the product procurement schedules are adequate. 4. Verify that product deliveries are adequate to maintain schedule. 5. Report non-compliance with recommendation for changes to the CITY. Responsibilities for Acts and Omission: The DESIGN/BUILD FIRM shall be responsible to the CITY for the acts and omission of its employees and agents and its subcontractors, their agents and employees, and other persons performing any of the work of supplying materials under a contract to the DESIGN/BUILD FIRM. Subcontracts to be Provided:-Upon request,the DESIGN/BUILD FIRM shall include a copy of each signed subcontract, including the general supplementary conditions,in the project manual. 6WDBC Document No. W-1708-2013 Page G-6 Attachment G—Special Conditions 7/27/20 Page 770 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 15. City's Responsibilities: CITY's Information: The CITY shall provide information that it possesses regarding the requirements for the project. Site Survey and Reports: The CITY shall provide any available surveys describing the physical characteristics, soil reports, and subsurface investigations, legal limitations, utility locations, and a legal description relating to this Project. The CITY does not warrant the completeness or the current accuracy of any reports and DESIGN/BUILD FIRM is entitled to rely on said reports in the performance of its work for this Project unless DESIGN/BUILD FIRM knows or reasonably should have known such surveys or reports are inaccurate. Approvals and Easements: The CITY shall pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Legal Services: The CITY shall furnish such legal services as may be necessary for obtaining any approvals or easements and such auditing services as the CITY deem necessary. Drawings and Specifications: The CITY will attempt to review and act upon the DESIGN/BUILD FIRM's drawings and Specifications in ten (10) calendar days to avoid delaying the progress of the Project. 16. Tests &Inspections: DESIGN/BUILD FIRM shall give CITY notice of readiness of the Work for all required inspections, tests and approvals. DESIGN/BUILD FIRM shall assume full responsibility, pay all costs and furnish CITY the required certificates of inspection, testing and approval for all materials, equipment or the Work or any part unless other specified. Neither CITY, nor other inspectors shall have authority to permit deviations from nor to relax any of the provisions of the Contract Documents, nor to delay the Agreement by failure to inspect the materials and work with reasonable promptness. The payment of any compensation, the giving of any gratuity or the granting of any favor by the DESIGN/BUILD FIRM to any inspectors, directly or indirectly is strictly prohibited and punishable to the full extent of the law,and any such action on the part of the DESIGN/BUILD FIRM will constitute a termination of the resultant Contract. Miscellaneous - Apprentices: If the DESIGN/BUILD FIRM employs apprentices on the project; the behavior of the DESIGN/BUILD FIRM and CITY shall be governed by the provisions of Florida Statutes, Chapter 446, and by applicable standards and policies governing apprentice programs and agreements established by the Division of Labor of the Florida Department of Labor and Employment Security. The DESIGN/BUILD FIRM will include provisions similar to the foregoing sentence in each subcontract. 17. Establishment of Guaranteed Maximum Price: GMP Established After Execution of this Contract GMP Proposal: Upon completion of Phase I (Preliminary Design Documents), DESIGN/BUILD FIRM shall submit a GMP Proposal to the CITY which shall include the following, unless mutually agreed to otherwise by the parties: 7WDBC Document No. W-1708-2013 Page G-7 Attachment G—Special Conditions 7/27/20 Page 771 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR A proposed GMP,which shall be the sum of 1. Lump Sum Amount for Phase I of the Project(Preliminary Design Documents) 2. Cost of Work for Phase II of the Project 3. Construction Allowance for Phase II 4. DESIGN/BUILD FIRM's Lump Sum General Conditions Amount for Phase II 5. DESIGN/BUILD FIRM's Lump Sum Insurance for Phase II 6. DESIGN/BUILD FIRM's Bonds for Phase II 7. DESIGN/BUILD FIRM's Fee for Phase II A list of the drawings and specifications,including all addenda used as the basis for the GMP Proposal; A list of all the assumptions and clarifications made by the DESIGN/BUILD FIRM in the preparation of the GMP Proposal,which list is intended to supplement the information contained in the drawings and specifications; The Guaranteed Completion Date — Substantial and Final Completion - (GCD) upon which the proposed GMP is based,to the extent said date has not already been established and a schedule upon which the GCD is based; A list of allowances and statement of their basis; A statement of additional services; and The time limit for acceptance for the GMP Proposal. All Lump Sum amounts set forth above shall be paid in accordance with a schedule of values on a percent completed basis and shall NOT be subject to audit rights. 18. Insurance: During the performance of the services under this Contract,DESIGN/BUILD FIRM shall maintain the following insurance policies, and provide Certificates of Insurance written by an insurance company authorized to do business in the state of Florida in accordance with Section 3.13.2.1 of the Special Conditions to include: d. Worker's Compensation Insurance: The DESIGN/BUILD FIRM shall procure and maintain for the life of this Contract, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub- Contractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. e. Comprehensive General Liability: The DESIGN/BUILD FIRM shall procure and maintain for the life of this Contract, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence"basis. Coverage shall include Premises and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 7, "Indemnification"of this Agreement.This policy shall provide coverage for death,personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. DESIGN/BUILD FIRM shall maintain a minimum coverage of$1,000,000 per occurrence and $2,000,000 general aggregate for personal injury and for property damage. The general liability 8WDBC Document No. W-1708-2013 Page G-8 Attachment G—Special Conditions 7/27/20 Page 772 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)days prior written notice to the CITY. f. Business Automobile Liability: The DESIGN/BUILD FIRM shall procure and maintain, for the life of this Contract,Business Automobile Liability Insurance. The DESIGN/BUILD FIRM shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the DESIGN/BUILD FIRM from claims of damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile including rented automobiles,whether such operations be by the DESIGN/BUILD FIRM or by anyone directly or indirectly employed by the DESIGN/BUILD FIRM. g. Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this Contract in the minimum amount of$1,000,000 per occurrence. h. Umbrella Liability: The DESIGN/BUILD FIRM shall procure and maintain, for the life of this contract, Umbrella Liability Insurance, over and above the previously noted liability insurance policies. The DESIGN/BUILD FIRM shall maintain a minimum amount at$4,000,000 It shall be the responsibility of the DESIGN/BUILD FIRM to ensure that all sub-contractors comply with the same insurance requirements referenced above. In the judgment of the CITY,prevailing conditions may warrant additional liability insurance coverage or coverage which is different in kind from the original insurance submitted by the DESIGN/BUILD FIRM. The CITY reserves the right to require the provision by the DESIGN/BUILD FIRM of an amount of coverage different from the amounts or kind previously required, and shall afford written notice of such change in requirements thirty(3 0)days prior to the date on which the requirements shall take effect. Should the DESIGN/BUILD FIRM fail or refuse to satisfy the requirement of changed coverage within the thirty(30)days following the CITY's written notice,the CITY,at its sole option, may terminate the Contract upon written notice to the DESIGN/BUILD FIRM,said termination taking effect on the date that the required change in policy coverage would otherwise be effective. DESIGN/BUILD FIRM shall, for a period of two (2) years following the termination of the Agreement,maintain a"tail coverage"in an amount equal to that described above for Comprehensive Liability Insurance on a claims-made policy only. The CONTRACTOR agrees to purchase the extended reporting period on cancellation or termination unless a new policy is affected with a retroactive date, including at least the last policy year. Any exceptions to the insurance requirements in this section must be approved in writing by the CITY's Risk Management. Contractors Pollution Liability: Contractor's Pollution Liability: The DESIGN/BUILD FIRM shall maintain during the term of this Contract, Contractor's Pollution Liability in the amount of $1,000,000 Per Loss/$2,000,000 Annual Aggregate. Coverage will be required for any Environmental/Pollution related services including but not limited to testing, design, consulting, analysis, or other consulting work, whether self-performed or subcontracted. Additionally, such coverage will include bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, cleanup costs, and the loss of use of tangible property including the resulting loss of use thereof, cleanup costs, and the loss of use of tangible 9WDBC Document No. W-1708-2013 Page G-9 Attachment G—Special Conditions 7/27/20 Page 773 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR property that has not been physically injured or destroyed;defense including costs,charges and expenses incurred in the investigation,adjustment or defense of claims for such compensatory damages; coverage for losses caused by pollution conditions that arise from the operations of the DESIGN/BUILD FIRM including transportation. CITY shall be named as additional insured. Coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date equal to at least the first date of this Contract and with a three (3) year reporting option beyond the Annual expiration date of the policy. Note: Umbrella or Excess Liability policies may be used to obtain the total limits of liability required to meet the required limits of coverage stated above. Evidence of such coverage should clearly demonstrate the underlying coverages/policies that are included. 19. Professional Liability(Errors and Omissions): The DESIGN/BUILD FIRM shall maintain during the term of this Contract, Professional Liability Insurance in the minimum amount of $1,000,000 per occurrence. Coverage will be broad to include Errors and Omissions specific to DESIGN/BUILD FIRM's Professional Liability for direct and contingent design-errors and Architect's/Engineer's Professional Liability with no exclusions for Design-Build work. Coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date equal to at least the first date of this Contract and with a three (3)year reporting option beyond the Annual expiration date of the policy. 20. Builder's Risk: During the course of the Contract,the DESIGN/BUILD FIRM shall be responsible to maintain Builder's Risk Insurance coverage with the limit being equal to 100%of the completed value (Replacement Value) of the Project; including contractor's labor, materials and equipment used for completion of the Work. The Builder's Risk policy shall include the SPECIAL FORM/ALL RISK COVERAGES. The deductible for flood, wind, and hail cannot exceed 5%of the insured value. No deductible greater than $50,000 shall be permitted for all other perils. The DESIGN/BUILD FIRM is responsible for payment of deductibles for all losses except for those losses as a direct result of Force Majeure. The CITY and the DESIGN/BUILD FIRM shall be the certificate holder and Additional Named Insured. The DESIGN/BUILD FIRM entity (i.e. Joint Venture, Partnership, etc.) must be a named insured on all required insurance coverages. The CITY shall be named as additional insured under the Commercial General Liability Policy, the Umbrella Policy, and the Contractor's Pollution Coverage. Depending upon the nature of any aspect of this Proj ect and its accompanying exposures and liabilities, the CITY may, at its sole option, require additional insurance coverages in amounts responsive to those liabilities which may or may not require that the CITY also be named as additional insured. Said insurance shall be written by an insurer holding a current certificate of authority pursuant to Chapter 624, Florida Statutes. Such insurance shall be endorsed to provide for a waiver of underwriter's rights and subrogation in favor of the CITY of Boynton Beach. Such insurance shall be written by an insurer with an A.M. Best Rating of A-VII X or better. Prior to commencing any work on the Project, Certificates of Insurance approved by the CITY's Risk Management Department evidencing the maintenance of said insurance shall be furnished to the CITY. The insurance policies shall be endorsed to provide that no material alteration or cancellation, 10WDBC Document No. W-1708-2013 Page G-10 Attachment G—Special Conditions 7/27/20 Page 774 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR including expiration and non- renewal shall be effective until thirty (30) days after receipt of written notice to the CITY. Anything to the contrary,notwithstanding liabilities of the DESIGN/BUILD FIRM under this Contract shall survive and not be terminated, reduced or otherwise limited by any expiration or termination of insurance coverages.Neither approval nor failure to disapprove insurance furnished by the DESIGN/BUILD FIRM shall relieve the DESIGN/BUILD FIRM from responsibility to provide insurance as required by the Contract. 21. Bonds: In accordance with the provisions of Florida Statutes §255.05, the DESIGN/BUILD FIRM shall provide to the CITY,on forms furnished by the CITY, a 100%Performance and a 100% Payment Bond,each in the amount less than the Guaranteed Maximum Price, being less the Design and Engineering Fees. No qualifications, modifications or riders to the bond forms are permitted. The Payment and Performance Bonds must be duly recorded in Palm Beach County Public Records as a condition precedent to the CITY's issuance of a Notice to Proceed. The performance bond shall be conditioned that the DESIGN/BUILD FIRM performs the Contract in the time and manner prescribed in the Agreement. The payment bond shall be conditioned that the DESIGN/BUILD FIRM makes payments to all persons who supply the DESIGN/BUILD FIRM with labor, materials and supplies used directly and indirectly by the DESIGN/BUILD FIRM in the performance of the Work provided for in resultant Contract, and any change orders shall provide that the surety shall pay the amount not exceeding the sum provided in the bonds, together with interest at the maximum rate allowed by law and that the DESIGN/BUILD FIRM and surety shall indemnify and hold harmless the CITY to the extent of any and all payments in connection with the performance of this Contract which the CITY may be required to make by law. To be acceptable to the CITY as Surety for Performance Bonds and Payment bonds, a Surety company shall comply with the following provisions outlined in the General Conditions herein. The Surety company shall not expose itself to any loss on any one risk in an amount exceeding ten (10)percent of its surplus to policyholders,provided: i. Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk as prescribed in this section. These minimum requirements shall apply to the reinsuring carrier providing authorization, or approval by the State of Florida, Department of Insurance to conduct business in the state has been met. j. In the case of the surety insurance company, in addition to the deduction for reinsurance, the amount assumed by any co-surety,the value of any security deposited, pledged or held subject to the consent of the surety and for the protection of the surety shall be deducted. The performance and payment bonds shall continue in effect for one (1)year after the final payment becomes due except as otherwise provided by law or regulation or by the Contract Documents with the final sum of those bonds reduced after final payment to an amount equal to twenty five percent (25%) of the agreed GMP, less design and engineering fees, or an additional bond shall be conditioned that DESIGN/BUILD FIRM shall correct any deficiencies or faulty Work or material which appears within one (1)year after final completion of the Agreement,upon notification of the CITY. 11WDBC Document No. W-1708-2013 Page G-11 Attachment G—Special Conditions 7/27/20 Page 775 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR 22. Harmony:DESIGN/BUILD FIRM is advised and agrees that it will exert every reasonable and diligent effort to assure that all labor employed by DESIGN/BUILD FIRM and its Subcontractors for work on the Project shall work in harmony with and be compatible with all other labor being used by building and construction contractors now or hereafter on the Site of the Project. DESIGN/BUILD FIRM further agrees that this provision will be included in all subcontracts of the subcontractors as well as the DESIGN/BUILD FIRM's own contract; provided however, that this provision shall not be interpreted or enforced so as to deny a bridge on account of membership or non-membership in any labor union or labor organization,the right of any person to work as guaranteed by Article 1, Section 6 of the Florida Constitution. 23. Apprentices: If the DESIGN/BUILD FIRM employs apprentices on the project; the behavior of the DESIGN/BUILD FIRM and CITY shall be governed by the provisions of Florida Statutes, Chapter 446, and by applicable standards and policies governing apprentice programs and agreements established by the Division of Labor of the Florida Department of Labor and Employment Security. The DESIGN/BUILD FIRM will include provisions similar to the foregoing sentence in each subcontract. 24. Confidentiality and Public Records Law: Any information disclosed by one party("Disclosing Party") to the other party("Recipient")in connection with this Contract that is marked confidential or that due to its character and nature, a reasonable person under like circumstances would treat as confidential (the "Confidential Information") will be protected and held in confidence by the Recipient. Confidential Information will be used only for the purposes of this Contract and related internal administrative purposes. Disclosure of the Confidential Information will be restricted to the Recipient's employees, contractors, or alliance companies on a "need to know" basis in connection with the Work, who are bound by confidentiality obligations no less stringent than these prior to any disclosure. Each party may disclose Confidential Information relating to the Work to providers of goods and services such disclosure is necessary and reasonably anticipated. Confidential Information does not include information which: (i)is already known to Recipient at the time of disclosure; (ii)is or become publicly known through no wrongful act or failure of the Recipient; (iii) is independently developed by Recipient without benefit of Disclosing Party's Confidential Information; or (iv) is received from a third party which is not under and does not thereby breach an obligation of confidentiality. Each party agrees to protect the other's Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, but that disclosure does not relieve Recipient of its confidentiality obligations with respect to any other party. Except as to the confidentiality of trade secrets, these confidentiality restrictions and obligations will terminate five (5) years after the expiration or termination of the Contract under which the Confidential Information was disclosed, unless the law requires a longer period. The parties acknowledge that the CITY is a municipal corporation that is subject to Florida Statutes § 119, and related statutes known as the "Public Records Laws." If a request is made to view such Confidential Information, CITY will notify DESIGN/BUILD FIRM of such request and the date that such records will be released to the requester unless DESIGN/BUILD FIRM obtains a court order enjoining such disclosure. If the DESIGN/BUILD FIRM fails to obtain that court order enjoining disclosure, CITY will release the requested information on the date specified. Such release shall be deemed to be made with the DESIGN/BUILD FIRM's consent and will not be deemed to be a violation of law, including but not limited to laws concerning trade secrets, copyright or other intellectual property. In the event the DESIGN/BUILD FIRM breaches this Contract,then the DESIGN/BUILD 12WDBC Document No. W-1708-2013 Page G-12 Attachment G—Special Conditions 7/27/20 Page 776 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR FIRM hereby grants CITY a limited license to use the Confidential Information in any reasonable way in order to mitigate CITY's damages. 25. Severability: Should any provision of this Contract be deemed or determined to be unenforceable by a court of competent jurisdiction, the remaining contract provisions shall remain in full force and effect. Verification of Employment Status: The CITY shall not intentionally award contracts to any contractor who knowingly employs unauthorized immigrant workers, constituting a violation of the employment provisions of the Immigration and Naturalization Act("INA").The CITY shall consider the employment by the DESIGN/BUILD FIRM of authorized immigrants, a violation of Section 274A(e) of the INA. The DESIGN/BUILD FIRM agrees that such violation shall be grounds for the unilateral cancellation of the Contract by the CITY. 26. Payment of Overtime: Any Overtime required for the DESIGN/BUILD FIRM to complete the Work within the Contract Time shall be at the sole cost and expense of the DESIGNBUILD FIRM. If CITY requires the DESIGN/BUILD FIRM to perform Overtime Work in order to complete the Work prior to the Guaranteed Completion Date,the DESIGN/BUILD FIRM shall invoice the CITY for the Overtime such that only the actual costs incurred by the DESIGN/BUILD FIRM relating to the payment of Overtime premiums, in accordance with the labor policies and applicable laws. Such actual costs include Overtime wage premium, and additional taxes and insurance directly associated with the Overtime wage premium. The DESIGN/BUILD FIRM agrees that it will not charge for personnel paid a salary, or other form of compensation such that the DESIGN/BUILD FIRM incurs no direct costs as a result of the Overtime. The DESIGN/BUILD FIRM shall total the direct Overtime charges, and add the agreed upon overhead rate,but in no case shall such overhead rate exceed ten-percent(10%)of the total Overtime costs. Overtime may only be charged to CITY if the DESIGN/BUILD FIRM was directed in writing by the CITY to incur the Overtime. Such authorization for Overtime shall be accompanied by a Change Order 1. Scheduling of Overtime: The CITY and the DESIGN/BUILD FIRM shall establish and agree upon an overall project baseline schedule that shows all work scheduled in excess of forty (40) hours per week, and work scheduled on Saturdays, Sundays and Holidays("Scheduled Overtime").Whenever the DESIGN/BUILD FIRM has Work scheduled beyond the hours per day, days per week, or the Saturdays, Sundays or Holidays shown on the baseline schedule ("Unscheduled Overtime"),then the DESIGN/BUILD FIRM shall arrange in advance for CITY or the CITY's representative to inspect the Work performed during Unscheduled Overtime. The DESIGN/BUILD FIRM shall not perform Overtime Work, scheduled or unscheduled without the CITY or the CITY's representative at the Work Location or available to perform the inspection,as directed by the CITY.The DESIGN/BUILD FIRM shall reimburse for any additional costs associated with the CITY or the CITY's representative's Overtime pay related to Unscheduled Overtime. 2. Force Majeure: No party shall be liable for any default or delay in the performance of its obligations under this Contract due to an act of God or other event to the extent that: (a)the non-performing party is without fault in causing such default or delay; (b) such default or delay could not have been prevented by reasonable precautions; and (c) such default of delay could not have been reasonably circumvented by the non-performing party through the use of alternative sources,work-around plans or other means. Such causes include but are not limited to: act of civil or military authority(including but not limited to courts and administrative agencies); acts of God; war, terrorist attacks; riot; 13WDBC Document No. W-1708-2013 Page G-13 Attachment G—Special Conditions 7/27/20 Page 777 of 909 PROGRESSIVE DESIGN/BUILD AGREEMENT FOR EAST WATER TREATMENT PLANT REPLACEMENT GENERATOR insurrection; inability of CITY to secure approval,validation, or sale of bonds; inability of CITY or DESIGN/BUILD FIRM to obtain any required permits, licenses or zoning, blockades; embargoes; sabotage; epidemics; fires;hurricanes;tornados; floods, or strikes. In the event of any delay resulting from such causes,the time for performance of each of the parties hereunder (including the payment of monies if such event actually prevents payment) shall be extended for a period of time reasonably necessary to overcome the effect of such delay, except as provided for elsewhere in the Contract Documents. In the event of any delay or non-performance resulting from such causes, the party affected shall promptly notify the other in writing of the nature, cause, date of commencement and the anticipated impact of such delay or non- performance. Such written notice, including Change Orders, shall indicate the extent, if any, to which it is anticipated that any delivery or completion dates will be thereby affected. 3. Interruptions: In situations whereby DESIGN/BUILD FIRM deems it necessary to interrupt operations, only a twenty-four(24)hour downtime is permissible. 14WDBC Document No. W-1708-2013 Page G-14 Attachment G—Special Conditions 7/27/20 Page 778 of 909 � U O o � v O V f � N .y N .y ti vt N N N vt ti ti V N .y V V m N .y ti N N .y ti ti ti ^ ti m N -------- N --------- N ti ti N --------------------- N V O N U M VJ 00 O 0 V O _ U0 U H VJ V V N N N N N O V m U j ^ N N v LL O— OW U O � � O G � U OV N N N N V N V N U 6 � w UW a U Q N N V V V V ro i0 ro V N N V D Q0 U C� H O V V N V .+ ip V ro ip V V N V N N N ro ro ro ro ip V V V V V V V tp N N V V N V N V V V tp N� O pp ww N V .y V N tp N N V .y ti ti V N N tp V V V O d N N tp .y N N V V V N N N N V N O C _ 6 � W V H H H H O O O O O C � O - CLu 3ro o Q - o V G 3 o m o c \t ol - ci W m `v 3 u E " u U c a o _ M m O u u u H v _ G u 0 - -r - _ - C Cou000 o Lv, o _ ? a 3 mp c c _ — — - °� °3 a" o o a _ a - - Y —a+ C d a _ E r y c o — _ c — -_ -- o .� o. u I u° w u Yn o. uo uo u O v m N §§ 5$§}\ } §\ } ) ci 4664 �6 16 66 6 16 ) ! ! § m , O m ® o O , m _ � ) ® ¢ 2 n go ) ) !} / § 7 } ) § ) Z5 } ww ww ww j \ o ro f \t :CL [ \\\~ - 12 o 0 - - - = oo i § j \ 2 oro ( ` -2 /\ \ : [ ) � 0a ! / \ _ k / m _ - --_- u % R - ---- 2 # }2 f § / A DESIGN BUILD COMPANY HOURLY BILLING RATES Effective , Globaltech utilizes the following hourly billing rates to calculate invoices for services rendered on a time and expenses basis. Engineering Classification Hourly Billing Rate Principal $220 Project Manager $210 Senior Engineer $190 Process Engineer $130 Senior Electrical Engineer $185 Electrical Engineer $130 Process Control/Instrumentation Engineer $185 Senior Mechanical Engineer $190 Mechanical Engineer $130 Engineer $160 Designer $160 CADD Technician $110 Construction Inspector $130 Clerical/Administrative $65 Construction Classification Hourly Billing Rate 2-Man Crew $144 3-Man Crew $185 4-Man Crew $225 5-Man Crew $266 2-Man Crew (Daily) $1,152 (Daily) 3-Man Crew (Daily) $1,480(Daily) 4-Man Crew (Daily) $1,800(Daily) 5-Man Crew (Daily) $2,128(Daily) Construction PM 4/Estimator $156 Construction PM 3 $129 Construction PM 2 $101 Construction PM 1 $90 Construction Superintendent $94 Electrical PM $110 Construction Scheduler (Hourly) $94 Page 781 of 909 7.E. Consent Bids And Purchases Over $100,000 8/4/2020 0. 1 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-071 -Authorize the City Manager to sign a new five year contract with CentralSquare Technologies, LLC. with a total cost of$1,169,498.04 to continue the use of the Naviline enterprise resource planning software and maintaining CentralSquare Technologies, LLC. as our applications services provider. Explanation of Request: Naviline is the City's existing enterprise resource planning (ERP) software platform. It consists of a suite of integrated applications and databases by which the City collects, stores, manages, interprets, and shares data across a range of City departments. These departments include Finance, Development, Utilities, Community Standards, and Human Resources, among others. It is the means by which the City conducts functions such as general ledger, utility billing, payroll, code enforcement, permits, and customer service. It provides the back-end for a majority of the City's online application and payment services as well. The agreement includes the use of CentralSquare as an applications services providers, meaning they are responsible for maintenance and provision of the hardware and software, including 247 support, and backups. The previous five year agreement has expired and we are seeking to engage in a new five year agreement to continue using this system in City operations. How will this affect city programs or services? This will allow for the continuation of the use of the Naviline enterprise resource planning platform across the City organization and allow for the continuation of ongoing efforts to leverage it in improving business processes within departments which interact directly with it and the departments that use third-party software products that can integrate with the ERP. Fiscal Impact: Budgeted The total cost of the five year agreement is$1,169,498.04. Year 1: $222,029.88 Year 2: $226,470.48 Year 3: $233,264.64 Year 4: $240,262.56 Year 5: $247,470.48 Account No. 001-1510-513.49-17 ITS 001-5001-590.49-17 CRA CRA will pay about$1,800 and ITS pays the rest. Page 782 of 909 Alternatives: The alternative in this case would be to procure a completely new ERP system including the migration of existing data. This would be a phased multi-year process and require a far higher budgetary allocation given the reach of the ERP system across the organization and the generally long life cycle of such products. Strategic Plan: Strategic Plan Application: Climate Action: Yes Climate Action Discussion: This does reinforce G-3.1 of the updated 2020 Climate Action Plan. The ERP system plays a key role in fostering paperless processes internally as well as facilitating financial transactions for online services for the public, thereby sparing vehicle trips to City buildings. Is this a grant? No Grant Amount: Contracts Vendor Name: CentralSquare Technologies, LLC Start Date: 8/1/2020 End Date: 7/31/2025 Contract Value: $1,169,498.04 Minority Owned Contractor?: No Extension Available?: No Extension Explanation: ATTACHMENTS: Type Description D Agreement Resolution approving Agreement with CentralSquare for continuation of Naviline use D Agreement CentralSquare Solutions Agreement D Attachment Sole Source Page 783 of 909 1 RESOLUTION NO. R20- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE CITY 5 MANAGER TO SIGN A NEW FIVE YEAR AGREEMENT WITH 6 CENTRALSQUARE TECHNOLOGIES, LLC., FOR A TOTAL 7 COST OF $1,169,498.04 TO CONTINUE THE USE OF THE 8 NAVILINE ENTERPRISE RESOURCE PLANNING SOFTWARE 9 AND MAINTAINING CENTRALSQUARE TECHNOLOGIES, 10 LLC. AS OUR APPLICATIONS SERVICES PROVIDER; AND 11 PROVIDING AN EFFECTIVE DATE. 12 13 WHEREAS, Naviline is the City's existing enterprise resource planning (ERP) 14 software platform which consists of a suite of integrated applications and databases by 15 which the City collects, stores, manages, interprets, and shares data across a range of City 16 departments; and 17 WHEREAS, this Agreement will allow for the continuation of the use of the 18 Naviline enterprise resource planning platform across the City organization and allow for 19 the continuation of ongoing efforts to use it in improving business processes within 20 departments which interact directly with it and the departments that use third-party software 21 products that can integrate with the ERP; and 22 WHEREAS, the previous five year agreement has expired and staff is requesting 23 to engage in a new five year agreement to continue using this system in City operations; 24 and 25 WHEREAS, upon recommendation of staff, the City Commission does hereby 26 approve and authorize the City Manager to sign a new five year agreement with 27 CentralSquare Technologies, LLC. with a total cost of$1,169,498.04 to continue the use of 28 the Naviline enterprise resource planning software and maintaining CentralSquare 29 Technologies, LLC. as our applications services provider. 30 NOW, THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF 31 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 32 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 33 being true and correct and are hereby made a specific part of this Resolution upon adoption 34 hereof. 35 Section 2. The City Commission hereby approves and authorizes the City 36 Manager to sign a new five year agreement with CentralSquare Technologies, LLC. with a S:ACA\RESO\Agreements\Central Square Agreement(Naviline) -Reso.Docx Page 784 of 909 37 total cost of$1,169,498.04 to continue the use of the Naviline enterprise resource planning 38 software and maintaining CentralSquare Technologies, LLC. as our applications services 39 provider. A copy of which is attached hereto as Exhibit"A". 40 Section 3. That this Resolution shall become effective immediately. 41 42 PASSED AND ADOPTED this day of August, 2020 43 CITY OF BOYNTON BEACH, FLORIDA 44 YES NO 45 46 Mayor— Steven B. Grant 47 48 Vice-Mayor—Ty Penserga 49 50 Commissioner—Justin Katz 51 52 Commissioner—Woodrow L. Hay 53 54 Commissioner—Christina L. Romelus 55 56 VOTE 57 58 ATTEST: 59 60 61 62 Crystal Gibson, MMC 63 City Clerk 64 65 66 (Corporate Seal) 67 68 S:ACA\RESO\Agreements\Central Square Agreement(Naviline) -Reso.Docx Page 785 of 909 DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E CentralSquare Solutions Agreement This CentralSquare Solutions Agreement(the "Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC, a Delaware Limited Liability Company with its principal place of business in Lake Mary, FL ("CentralSquare") and the City of Boynton Beach, FL ("Customer"), together with CentralSquare , the "Parties", and each, a "Party". WHEREAS, CentralSquare licenses and gives access to certain software applications ("Solutions") to its customers and also provides maintenance, support, migration, installation and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to support them with professional services, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement: 1000 Business Center Dr. P. O. Box 310 Lake Mary, FL 32746 100 E. Boynton Beach Blvd. oocuSigned by: Boynton Beach, FL 33425 By: VAK (h aff#h By: Print Name: Danilo Gargiulo Print Name: Print Title: SVP Business Transformation &Strategy Print Title: Date Signed: July 2, 2020 Date Signed: 1. Solution: Public Administration 2. Term. 2.1. Initial Term. The Initial Term of this Agreement commences April 1, 2020 and will continue in effect for five (5) years from such date] unless terminated earlier pursuant to any of the Agreement's express provisions (the "Initial Term"). 2.2. Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement's provisions (a "Renewal Term" and, collectively, with the Initial Term, the "Term"). 2.3. Non-Renewal. Either party may elect to end renewal of the contract by issuing a notice of non-renewal, in writing, to the other party six(6) months prior to the expiration of the current contract term. 3. Fees. In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the "Project Cost Summary"). 4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below: 4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise. 4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. 4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant to this Agreement, and for whom access to the Solutions has been purchased. DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 4.4. "Baseline" means the version of a Solution updated to the particular time in question through CentralSquare 's warranty services and maintenance, but without any other modification whatsoever. 4.5. "Component System" means any one of the Solutions identified in Exhibit 1, including all copies of Source Code, Object Code and all related specifications, Documentation, technical information, and all corrections, modifications, additions, development work, improvements and enhancements to and all Intellectual Property Rights for such Component System. 4.6. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received,directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer. 4.7. "Custom Modification" means a change that CentralSquare has made at Customer's request to any Component System in accordance with a CentralSquare -generated specification, but without any other changes whatsoever by any Person. 4.8. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the use of third-party services. 4.9. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare's control. Further, with regard to each Custom Modification, Defect means a material deviation between the Custom Modification and the CentralSquare generated specification and documentation for such Custom Modification, and for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare's control. 4.10. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solutions, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof. 4.11. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question. 4.12. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any(i)computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement. 4.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 4.14. "Maintenance" means optimization, error correction, modifications, and updates to CentralSquare Systems to correct any known Defects and improve performance. Maintenance will be provided for each Component System, the hours and details of which are described in Exhibit 2 ("Support Standards"). 4.15. "New Releases" means new editions of a Baseline Component System or Custom Modification. 4.16. "Person" means an individual, corporation, partnership,joint venture, limited liability entity,governmental authority, unincorporated organization, trust, association, or other entity. 4.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing. �fi) r DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 4.18. "Professional Services" means installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare. 4.19. "Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents, subcontractors, and legal advisors. 4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and Professional Services as employees, agents, Subcontractors or independent contractors of CentralSquare. 4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement. 4.22. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services. 4.23. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with the detailed Support Standards outlined in Exhibit 2. 4.24. "Third-Party Materials"means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare. 5. License, Access & Services and Audit. 5.1. License Grant. Subject to and conditioned on the payment of Fees and compliance with all other terms and conditions of this Agreement, CentralSquare hereby grants to Customer a non-exclusive, non- sublicenseable, and non-transferable license to the current version of the Solution(s) outlined in Exhibit 1 at the time of this Agreement's execution. 5.2. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users' compliance with the terms and conditions of this Agreement, CentralSquare hereby grants Customer a non-exclusive, non-transferable right to access and use the Solutions, solely by Authorized Users. Such use is limited to Customer's internal use. CentralSquare shall deliver to Customer the initial copies of the Solutions outlined in Exhibit 1 by (a) electronic delivery, by posting it on CentralSquare's network for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a disc or other suitable media transfer method. Physical shipment is on FOB- CentralSquare's shipping point, and electronic delivery is deemed effective at the time CentralSquare provides Customer with access to download the Solutions The date of such delivery shall be referred to as the "Delivery Date." 5.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions. 5.4. Audit. Customer shall maintain for a reasonable period of time, but not less than three (3) years after expiration or termination of this Agreement, the systems, books, and records necessary to accurately reflect compliance with software licenses and the use thereof under this Agreement. Upon request, Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at Customer's premises (or remote access as the case may be) during normal business hours to such systems, books, and records for the purpose of verifying such licensed use the performance of such obligations and amounts. Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-compliance, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct such audit or inspection and be required to pay for any delinquencies in compliance with software licenses. 5.5. Service and System Control. Except as otherwise expressly provided in this Agreement: 5.5.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and management of the Solutions; and DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 5.5.2. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for access to and use of the Solutions by any Person by or through the Customer Systems or other means controlled by Customer or any Authorized User, including any reports or results obtained from any use of the Solutions, and conclusions, decisions, or actions based on such use. 5.6. Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if required by CentralSquare , remote access to the Customer Systems. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by any Customer delay or Customer's failure to perform any obligations under this Agreement. 5.7. Exceptions. CentralSquare has no obligation to provide Support Services relating to any Defect with the Solutions that, in whole or in part, arise out of or result from any of the following: 5.7.1. software, or media on which provided, that is modified or damaged by Customer or third-party; 5.7.2. any operation or use of, or other activity relating to, the Solutions other than as specified in the Documentation, including any incorporation, or combination, operation or use of the Solutions in or with, any technology (software, hardware, firmware, system, or network) or service not specified for Customer's use in the Documentation; 5.7.3. any negligence, abuse, misapplication, or misuse of the Solution other than by CentralSquare personnel, including any Customer use of the Solution other than as specified in the Documentation or expressly authorized in writing by CentralSquare ; 5.7.4. any Customer's failure to promptly install any New Releases that CentralSquare has previously made available to Customer; 5.7.5. the operation of, or access to, Customer's or a third-party's system, materials or network; 5.7.6. any relocation of the Solution other than by CentralSquare personnel; 5.7.7. any beta software, software that CentralSquare makes available for testing or demonstration purposes, temporary software modules, or software for which CentralSquare does not receive a fee; 5.7.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its Representatives or any Force Majeure Event (including abnormal physical or electrical stress). 5.8. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support Services, Professional Services, Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and the respective rights holders. 5.9. Changes. CentralSquare reserves the right, in its sole discretion, to make any changes to the Support Services and Solutions that it deems necessary or useful to: (a)maintain or enhance the quality or delivery of CentralSquare 's services to its customers, the competitive strength of or market for CentralSquare 's services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to particular Support Services, Professional Services or their product suite of Solutions. The parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued Add-On Quote signed by the Customer, or a written change order or amendment to this agreement signed by both parties. 5.10. Subcontractors. CentralSquare may from time to time in its discretion engage third parties to perform Professional Services or Support Services (each, a "Subcontractor"). 5.11. Security Measures. The Solution may contain technological measures designed to prevent unauthorized or illegal use of the Solution. Customer acknowledges and agrees that: (a)CentralSquare may use these and other lawful measures to verify compliance with the terms of this Agreement and enforce CentralSquare 's rights, including all Intellectual Property Rights, in and to the Solution; (b)CentralSquare may deny any individual access to and/or use of the Solution if CentralSquare , in its reasonable discretion, believes that person's use of the Solution would violate any provision of this Agreement, regardless of whether Customer designated that person as an Authorized User; and (c) CentralSquare �ti DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E may collect, maintain, process, use and disclose technical, diagnostic and related non-identifiable data gathered periodically which may lead to improvements in the performance and security of the Solutions. 6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: 6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; 6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part; 6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access; 6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; 6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare 's provision of services to any third-party, in whole or in part; 6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers,or any copyright,trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof; 6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates,or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law; 6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision,or use of a competing software service or product or any other purpose that is to CentralSquare 's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted under this Section. 7. Customer Obligations. 7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under and in connection with this Agreement. 7.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. 7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 6, Customer shall,and shall cause its Authorized Users to, immediately: (a)take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity. 8. Professional Services. 8.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at Customer's site, CentralSquare will ensure that such personnel comply with Customer's reasonable security procedures and site policies that are generally applicable to Customer's other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance. Customer shall promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying with such procedures and policies. 8.2. Contributed Material. In the process of CentralSquare 's performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, 1 DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables ("Contributed Material"). Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare , CentralSquare 's Affiliates and CentralSquare 's licensees to make, use, sell and create derivative works of the Contributed Material. 9. Confidentiality. Confidential Information. Each Party possesses certain non-public proprietary information, which has economic value and is protected with reasonable safeguards to maintain its secrecy("Confidential Information"). Confidential Information may include, but is not limited to any financial data, business and other plans, specifications, equipment designs, electronic configurations, design information, product architecture algorithms, quality assurance plans, inventions (whether or not the subject of pending patent applications), ideas, discoveries, formulae, models, requirements, standards, trade and manufacturing secrets, drawings, samples, devices, demonstrations, technical information, as well as any and all intellectual and industrial property rights contained therein or in relation thereto. CentralSquare shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas, methods, know-how, and copyrightable expression learned or acquired. Confidential Information will be disclosed either: (i)in writing and conspicuously marked with a restrictive legend identifying it as being a Party's Confidential Information; or (ii) orally or visually and identified at the time of disclosure as Confidential Information and subsequently confirmed in writing by the disclosing Party within fifteen (15) days after such disclosure specifically identifying that portion of information that is Confidential Information. Customer shall not sell, transfer, publish, disclose or otherwise make available any portion of the Software or its associated documentation to others. Customer shall use its reasonable best efforts to cooperate with and assist CentralSquare in identifying and preventing any unauthorized use, copying or disclosure of the Software or any portion thereof or any of the algorithms or logic contained therein or any other deliverables. 9.1. Compelled Disclosures. If the either Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a protective order or other remedy or waive its rights under Section .3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. 9.2. Upon expiration or termination of this Agreement, or upon demand by CentralSquare, Customer shall (i) return to CentralSquare all copies of CentralSquare's Confidential Information in Customer's possession or under CentralSquare's control, or (ii)destroy all copies of CentralSquare's Confidential Information in Customer's possession and so certify such destruction to CentralSquare in writing. Notwithstanding the foregoing, Customer may retain data or records in electronic form containing Confidential Information for the purposes of backup, recovery, contingency planning, or business continuity planning,so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business and are not accessed except as required by Customer only for backup, recovery, contingency planning, or business continuity purposes. 10. Security. 10.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis. 10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication. 10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation, and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users. DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 11. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal information on Customer's behalf when performing CentralSquare 's obligations under this Agreement, then: 11.1. Customer shall be the data controller(where"data controller" means an entity which alone orjointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where "data processor" means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); 11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process and transfer the personal data and personal information in accordance with this Agreement on Customer's behalf, which may include CentralSquare processing and transferring the relevant personal data or personal information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and 11.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and 11.4. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and personal information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and personal information and the nature of the personal data and personal information being protected. If necessary, the parties will cooperate to document these measures taken. 12. Representations and Warranties. 12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software and has the right to license the Software as described in this Agreement. CentralSquare further warrants and represents that the CentralSquare Software does not contain any"back door", "time bomb", "Trojan horse", "worm", "drop dead device" or other program routine or hardware device inserted and intended by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of section and its subsections below, shall constitute the agreement of the Parties with respect to viruses. Customer's sole remedy with respect to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not contain any of the above-described routines or devices. 12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY,OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS-IS" AND ANY REPRESENTATION OR WARANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE'S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF. 13. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return s DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party. If to CentralSquare CentralSquare : 1000 Business Center Dr. Lake Mary, FL 32746 Phone: 407-304-3235 email: info(caCentralSguare .com Attention: Senior Counsel/Contracts Department If to Customer: City of Boynton Beach P. O Box 310 Boynton Beach, FL 33425 Phone: * email: Attention: * 14. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment,software,or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 15. Indemnification. 15.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare's or any subcontractor's performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Customer,or its employees, agents or contractors, CentralSquare's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 15.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Centralsquare from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer's or any subcontractor's performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 15.3. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND CENTRALSQUARE 'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND SOLUTIONS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY. 16. Termination. This Agreement may be terminated: 16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E breaches this Agreement and: (i)is incapable of cure; or(ii)being capable of cure, remains uncured thirty (30)days after the non-breaching Party provides the breaching Party with written notice of such breach. 16.2. For lack of payment by written notice to Customer, if Customer's failure to pay amounts due under this Agreement has continued more than ninety(90)days after delivery of written notice of non-payment. 17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement: 17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such Confidential Information in confidence pursuant to Section 9; and 17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and through the date of termination of this Agreement. 18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare's assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare's executory obligations hereunder, as evidenced by an express written assumption of the obligations hereunder by the assignee. 19. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by final and binding arbitration. 19.1. Exclusive Dispute Resolution Mechanism.The Parties agree to resolve any dispute, controversy,or claim arising out of or relating to this Agreement (each, a "Dispute"), exclusively under the provisions of this Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction if necessary, to protect the rights or property of that Party pending the appointment of the arbitrator or pending the arbitrator's determination of the merits of the dispute. 19.2. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute ("Dispute Notice"). After the other Party receives the Dispute Notice,the parties agree to undertake good faith negotiation between themselves to resolve the Dispute.. Each Party shall be responsible for its associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended Vice Presidents of each Party (or employees of equivalent or superior position). 19.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations either Party may initiate mediation under Section 19.4. 19.4. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the mediation proceedings. The parties agree to use commercially reasonable efforts in participating in the mediation. The parties agree the mediator's fees and expenses, and the mediator's costs incidental to the mediation will be shared equally between the parties. The parties shall bear their own fees,expenses, and costs. 19.5. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 19.6. Litigation or Arbitration as a Final Resort. If the Parties cannot resolve a Dispute through mediation, then once an impasse is issued by the mediator either Party may commence binding arbitration in accordance with the provisions of regarding choice of law and arbitration. 19.7. Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or related to the Employee's employment with the Company or termination of employment,this Agreement,or any alleged breach of this Agreement shall be governed by the Federal Arbitration Act (FAA) and submitted to and decided by binding arbitration to be held in Florida. Parties agree to hold the deliberations in such arbitration confidential. 19.8. Arbitration Procedure. The Parties agree arbitration must be commenced by delivering a notice of arbitration to the other Party. The Notice must set out the nature of the claim(s), and the relief requested. Within thirty (30) days of the receipt of the notice, the receiving Party shall deliver an answer, any counterclaim(s), and relief requested. Arbitration shall be heard by a single arbitrator. Each Party shall pay its own costs of arbitration. The Parties shall confer in good faith to attempt to agree upon a suitable arbitrator, and if unable to do so,they will select an arbitrator from the American Arbitration Association's s DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E employment arbitration panel for the area. The arbitrator shall decide the procedures in the arbitration after consultation with the Parties. The arbitrator will have the power to grant any provisional or final remedy or relief it deems appropriate, including conservatory measures and an award of attorneys'fees. The decision of the arbitrator shall be final and binding upon the Parties hereto. The Parties agree that judgment may be entered upon the award by any court having jurisdiction. 20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 21. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY,AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE: 21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND 21.2. CENTRALSQUARE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS. 22. Third-Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for third parties, but these third parties assume all responsibility and liability in connection with the third-party software, equipment, or related services. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, excepting specifically that CentralSquare is authorized to represent third-party fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing any third-party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (EULA) or similar agreement provided by the Third-Party Materials provider. All third- party materials are provided "as-is" and any representation or warranty concerning them is strictly between Customer and the third-party. 23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitutes the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements,whether oral or written, between the Parties with respect to the subject hereof. This Agreement may not be modified except by a writing subscribed to by authorized representatives of both Parties. 24. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. 25. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF). 26. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively, a "Material Adverse Change"), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change. DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 27. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the compensation may be negotiated between CentralSquare and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies. 28. Chapter 119, Florida Statutes. The City is public agency subject to Chapter 119, Florida Statutes. CentralSquare shall comply with Florida's Public Records Law. Specifically, CentralSquare shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, CentralSquare shall destroy all copies of such confidential and exempt records remaining in its possession once CentralSquare transfers the records in its possession to the CITY; and D. Upon completion of the contract, CentralSquare shall transfer to the CITY, at no cost to the CITY, all public records in CentralSquare's possession All records stored electronically by CentralSquare must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF CENTRALSQUARE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO CENTRALSQUARE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) P. O. Box 310 BOYNTON BEACH, FLORIDA, 33425. 561-742-6061. CITYCLERK@BBFL.US 29. Scrutinized Companies. By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, CentralSquare certifies that CentralSquare is not participating in a boycott of Israel. CentralSquare further certifies that CentralSquare is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has CentralSquare been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to CentralSquare of the City's determination concerning the false certification. CentralSquare shall have five (5) days from receipt of notice to refiute the false certification allegation. If such false certification is discovered during the active contract term, CentralSquare shall have ninety(90)days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If CentralSquare does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 30. Order of Precedence. 30.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail: 30.1.1. The main body of this Agreement and any associated amendments or change orders. 30.1.2. The attached Exhibits to this Agreement. 30.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement. Customer's purchase terms and conditions or CentralSquare's sales terms and conditions are not applicable and shall have no force and effect, whether referenced or not in any document in relation to this Agreement. 30.2. Incorporated Exhibits to this Agreement: Exhibit 1 — Project Cost Summary Exhibit 2 - Maintenance & Support Standards Exhibit 3—Travel Expense Guidelines DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E T S U P E R 10 111 ti EXHIBIT 1 Project Cost Summary Monthly Term Access Fees Months i - 12 $ 18,502.49 Months 13 -24 $ 18,872.54 Months 25 -36 $ 19,438.72 Months 37-48 $ 20,021.88 Months 49- 60 $ 20,622.54 Applications and/or Services Annual Access Monthly Access Fee Fee Renewal Services $ 222,029.89 $18,502.49 Existing Products BP/Voice Response Interface(Teleworks),Cash Receipts Lockbox,Click2Gov3 Included in Included in (Currently Licensed) -Business Licenses,Human Resources,Accounts Receivable,Cash Receipts, Annual Access Monthly Access Customer Information System,Fleet Management,GMBA,Occupational Fee Fee Licenses,Purchasing/Inventory,Work Orders/Faciltiy Management,Asset Management,Building Permits,Code Enforcement,DMS,DMS-Additional Units, Land Management,One Point C2G Credit Card Payment Activation, Procurement Card Tracking,Rec Trac I/F to GMBA,Additional Production PR Library,Credit Card Interface,Delinquency Callout Listing Interface,RecTrac for Cash Receipts,Retrofit Modification,Payroll/Personnel,Planning/Engineering, NaviLine User Interface, Click2Gov3 Building Permits,Click2Gov3 Accounts Receivable&Loans,Cash Receipts Lock Box Interface,Fusion API's,Fusion Open Market,Fusion Proprietary Terminating Products Click2Gov3 Customer Information Systems,CIS/Voice Response Interface N/A N/A (Currently Licensed) Terminating Product Transaction Manager N/A N/A Effective 12/30/20 Horizon Cloud Services Hardware and software will be hosted and managed by Superion. Site to Site Included in Included in VPN,Setup,Implementation, Annual Access Monthly Access Disaster Recovery Plan for Superion applications Fee Fee NaviLine Test Environment 2 refreshes per year,$600 per additional refresh. Included in Included in Annual Access Monthly Access Fee Fee Total Proposed System: I $222,029.89 $18,502.49 PAYMENT TERMS: RECURRING FEES a. The Annual Access Fee is due the April 1, 2020 and monthly thereafter through the term of this Agreement. ANCILLARY FEES b. Reimbursement of travel and living expenses will be governed by Exhibit 3 ("Travel Expense Guidelines") attached hereto and will be invoiced monthly in arrears and due within thirty(30)days from date of invoice. C. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts. d. If Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; and If such failure continues for 90 days following written notice thereof, CentralSquare may suspend performance or access until past due amounts have been paid. Note: Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare at the time of execution of this Agreement.The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the services. If required,additional services will be provided on a time and materials basis at hourly rates equal to CentralSquare's then-current list price rates for the services at issue. DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E T S U P E R 10 111 ti EXHIBIT 2 Support Standards (CLOUD/ASP) 1. CentralSquare Cloud Security Program 1.1. Access & Continuity. Logical access restrictions include VLAN data segregation, extensive deny-by- default access control lists, and Multi-Factor authentication required for System Administration. Business continuity is prioritized via daily encrypted backup stored offsite, virtual tape backup technology to counter loss of physical media, and full replication to disaster recovery site, with redundancy an availability through multiple carriers. 1.2. Security & Monitoring. SSL and IPSEC VPN with 256 bit encryption, web application firewalls, multi- — layered infrastructure model with recorded internal and external CCTV, card access control, best of breed HVAC/fire suppression/physical security, and backed by 24-7 x 365 monitoring by a staffed operations facility for: Intrusion detection & prevention, DDOS mitigation, and automated network incident creation and escalation. 1.3. Testing, Audits & Compliance. third-party internal, external, perimeter vulnerability and penetration s � *w9n qr testing. Centrally managed patching, OS hardening DataAg program, and endpoint protection on all servers. Industry standard compliance includes annual completion of: SSAE18/ISAE Data Center Audit, SSAE18 Operations Audit, PCI-DSS Compliance Audit, Vulnerability Testing & CVSS Audit, andi`�i;` Control Self-Assessment Audit. SSAE 18 soc t 2. Service Level Commitments 2.1. Target. In each Service Period, the target for availability of the Solutions is 99.9% ("Availability Target"). "Service Period" means 24 hours per day Monday through Sunday each calendar month that Customer receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time for scheduled maintenance. During this time, Customers may experience intermittent interruptions. CentralSquare will make commercially reasonable efforts to minimize the frequency and duration of these interruptions and CentralSquare will notify the Customer if the entire maintenance window will be required. 2.2. Support Terms. Beginning on the Execution Date and continuing for twelve (12) months thereafter ("Initial Support Term"), CentralSquare shall provide the ongoing Support Services described herein for the corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support Services shall automatically renew, with customer paying for additional annual support periods, each a ("Renewal Support Term"). This renewal will continue until termination of this Agreement provided that, CentralSquare shall not give notice of termination if it would be effective prior to a period equal to two times the Agreement's Initial Term. All =i: DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 2.3. Measurement. Service availability is measured as the total time that the Solutions are available during each Service Period for access by Customer ("Service Availability"). Service Availability measurement shall be applied to the production environment, and the points of measurement for all monitoring shall be the servers and the Internet connections at CentralSquare 's hosted environment. CentralSquare has technology monitoring, measuring, and recording Service Availability.The Customer, at their discretion, may also employ monitoring tools, not to override CentralSquare 's measurements for the purposes of calculating Service Availability. Additionally, the use must be: 2.3.1.1. mutually agreed upon by CentralSquare and the Customer. 2.3.1.2. paid, installed and maintained by the Customer. 2.3.1.3. non-invasive and may not reside on CentralSquare 's systems. 2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation: 2.4.1.The total number of minutes which the service was NOT available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month. 2.4.2. Service Availability Targets are subject to change due to the variance of the number of days in a month. 2.4.3.The total number of minutes which the service was NOT available in a given month shall exclude minutes associated with scheduled or emergency maintenance. 2.5. Remedy. If the Service Period target measurement is not met then the Customer shall be entitled to a credit calculated as follows: all I: t Less than 99.9% but greater than or equal to 99.0% 5% Less than 99.0% but greater than or equal to 95.0% 10% Less than 95% 20% 2.6.If not directly reported by CentralSquare , Credit entitlement must be requested by the Customer within sixty (60)days of the failed Target. Customer shall not be entitled to offset any monthly Solutions fee payments, nor withhold fee payments, on account of a pending credit. Customer shall not be eligible for credits for any period where Customer is more than thirty(30)days past due on their account. CentralSquare will provide reporting, showing performance and service levels. 3. Server Performance & Capacity. 3.1.CentralSquare shall provide sufficient server capacity for the duration of this hosting Agreement to meet the reasonable performance requirements for the number of concurrent system users provided for in this Agreement. If the Customer requests, at some later date, to add additional Solutions, increase user licenses, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply. 3.2."In-network" is defined as any point between which the data packet enters the CentralSquare environment and subsequently departs the CentralSquare environment. Any point of communications outside of the CentralSquare protected network environment shall be deemed as "out-of-network." CentralSquare is not responsible for Internet connectivity and/or performance out-of-network. 4. System Maintenance. 4.1.Solutions maintenance and upgrades. CentralSquare will provide all hosted systems and network maintenance as deemed appropriate and necessary by CentralSquare. Maintenance and upgrades will be scheduled in advance with the Customer's primary contact if they fall outside of the designated hours set aside for this function of Sundays from 12:OOAM to 12:00 PM. 4.2.Hardware maintenance and upgrades. Hardware maintenance and upgrades will be performed outside of the Customer's standard business hours of operation and the Customer will be notified prior to the upgrade. 4.3.Emergency maintenance. Emergency situations will be handled on a case-by-case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. CentralSquare will attempt to notify the Customer promptly, however if no contact can be made, CentralSquare management may deem it necessary to move forward with the emergency maintenance. F a .SU PER1ON ..,..::, JlL DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from urgent to low depending on the impact to the Customer. CentralSquare will make commercially reasonable efforts to respond to Solutions incidents for live production systems using the follo ing guidelines: I= 1 Urgent An Incident that results in loss of Customer CentralSquare will 95% connectivity to all of the Solutions or results respond within 1 hour in loss, corruption or damage to of the issue being Customer's Data. reported. 2 Critical An Incident that has an adverse material CentralSquare will 95% impact on the performance of the Solutions respond within 2 hour or materially restricts Customer's day-to- of the issue being day operations. reported. 3 Non-Critical An Incident that does not result in a failure CentralSquare will 95% of the Solutions but a fault exists that respond within 4 hour restricts the Customer's use of the of the issue being Solutions. reported 4 Minor An Incident that does not affect or which CentralSquare will 95% has minimal adverse impact on the use of respond within 24 the Solutions. hours of the issue being reported. 5.1.Measurement. CentralSquare shall track and report on response and resolution time for application and hosting support issues identified by the Customer. 6. Disaster Recovery. CentralSquare provides disaster recovery services for Solutions. The costs for these disaster recovery services are included in the monthly fees. In the event that a disaster renders the Customer's data center is inaccessible or rendered non-functional, CentralSquare will provide the ability to connect to the appropriate data center using software provided by CentralSquare . This will allow the Customer to connect to their systems from a remote site to the previously identified critical functions, however functionality may be diminished due to lack of access to hardware and/or software located in the Customer's facilities. 7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations under this Agreement if the failure is caused by adverse impact due to: 7.1.defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete, or inaccurate data reported to the Solutions, or documented Defect. 7.2.denial of reasonable access to Customer's system or premises preventing CentralSquare from addressing the issue. 7.3.material changes made to the usage of the Solutions by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solutions. 7.4.a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents. 8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. 9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new requests that require additional time, CentralSquare will prioritize these requests, and determine if extra time is needed to order equipment or software. 10. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide non- production environment(s)during Customer business hours. Non-production environments are not included under the metrics or service credit schedules discussed in this Exhibit. 10.1.Maintenance. All forms of maintenance to be performed on non-production environments will follow the exact structure and schedules outlined above in Section 3 for regular System Maintenance. 10.2.Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated 4 by circumstances and will be prioritized and scheduled similar to production service requests. a .S U P E R I O N DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E 11. Responsibility Summary Matrix. Responsibility Summary Matrix Description CentralSquare Customer Responsibility Responsibility ASP Server Hardware management X ASP Server Files stem management X ASP Server OS upgrades and maintenance X ASP Database product upgrades and maintenance X ASP third-party roduct upgrades and maintenance X -Application Update Installation Request to install application updates X Installation of application updates X ASP Backup Management X Data and or File restoration Request to restore data and or files X Restoration of data and or files X Network ASP Network up to and including the router at CentralSquare 's X location ASP Router at Customer's location X Customer's network up to the router at Customer's location X Customer Workstations X -System Performance X X -Add/Change users User add/change requests X User add/change implementation for System Access X User add/change implementation for Solutions X -Add/Change Printers Printer add/change requests X Printer add/change implementation on ASP network X Printer add/change implementation for Solutions X Disaster Recovery X Password Management X X -Application Management Application Configuration X Application Security Management X Accuracy and Control of Data X Security Intrusion and Penetration Testing X 12. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of a VPN concentrator, including router, this will be provided by CentralSquare . It will reside at Customer's location but is, and shall remain the property of CentralSquare . 13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by CentralSquare . Problem determination activities may include capturing error messages, documenting steps taken and collecting configuration information. Customer may also be requested to perform resolution activities including, for example, modification of processes. Customer agrees to cooperate with such requests, if reasonable. 14. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Solutions. 15. Development Work. The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request a .S U P E R I O N DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E consulting and development work from CentralSquare as a separate billable service. 16. Telephone Support & Support Portal 16.1.Hours. CentralSquare shall provide to Customer, Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x9"). CentralSquare shall provide to Customer,during the Support Hours, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. This support shall be provided by CentralSquare at Customer location(s) if and when CentralSquare and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a reported error did not, in fact, exist or was not attributable to a defect in the Solutions or an act or omission of CentralSquare , then Customer shall pay for CentralSquare 's investigation and related services at CentralSquare 's standard professional services rates. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Agreement, including remote access to the Specified Configuration 16.2.Releases. Customer shall promptly install and/or use any Release provided by CentralSquare to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solutions shall be furnished by means of new Releases of the Solutions and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary. 16.3.Case Number. Measured from the moment a Case number is created. As used herein a "Case number" is created when a) a CentralSquare support representative has been directly contacted by Customer either by phone, in person, or through CentralSquare 's online support portal, and b) when CentralSquare 's support representative assigns a case number and conveys that case number to the Customer. a .SU PER1ON ..,..::, JlL DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E EXHIBIT 3 Travel Expense Guidelines CentralSquare will adhere to the following guidelines when incurring travel expenses: All arrangements for travel are to be made through the CentralSquare Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing. AIR TRAVEL— CentralSquare will use the least expensive class of service available with a minimum of seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, CentralSquare shall provide the travel itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement. Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips. LODGING —CentralSquare will use the most reasonable accommodations possible, dependent on the city. All movies, and phone/internet charges are not reimbursable. RENTAL CAR — Compact or Intermediate cars will be required unless there are three or more CentralSquare employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however, pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. CentralSquare shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the CentralSquare auto insurance policy. Fines for traffic violations are not reimbursable expenses. OTHER TRANSPORTATION — CentralSquare staff members are expected to use the most economical means for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's personal vehicle (per IRS mileage guidelines)are reimbursable if necessary. Upon request, receipt(s)for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service.The mileage rate will be the then-current IRS mileage guideline rate(subject to change with any change in IRS guidelines). OTHER BUSINESS EXPENSES— Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items. MEALS—Standard per Diem. Subject to change due to cost of living. a .S U P E R 1 O N91 L t, a �, ee I t Purchasing Division Sole/Single Source Justification Form This form shall be completed and approved prior to all sole source purchases Sole Source Definition-Commodities or contractual services available only from a sole source may be exempt from the quote or competitive process under the following circumstances: a. There is only one source or one reasonable source for the required commodity, service, or construction, or; b. The parts or accessories are an integral repair accessory compatible with existing equipment and are the only parts that can be reasonably used, or; c. The procurement is needed to ensure consistency in results as related to other products or standardization of parts or supplies as required to avoid unreasonable cost or inefficiency Single Source Definition -A procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. t -}. .i t I t, Sii „,. 1,r,-.{1 i S -', i ,,."; %•t >„ „,,, \i, � ,,t,,.:,, 1 }t,> r 3,:a 1 {+ ,ln, 4{ ,.{,.1,,-. { ,,.,it 11 ta., t lts}1 r, Department Information Technology Services Division Applications Support Point of Contact Yury Konnikov Phone Number 561-742-6071 m+i t st7„+ v, >i��� ? s(-� f�,,}; U ,. ._5tsis "t, ,;s,i, „(,..tts `\ '<., ' ! ,s"" "�}+ t s , 1 1), :,,t }, s""4} 9 tY � 1.})},. 1)s t 'I{; )s?i r, t) Qs,"..,tl�� 7,'�fi�t 1)t!,,t,'1�;si,t�Jl }ttrtrt t{,,c t:'n 111} 4f F sir C , � t,{,.t„ , i,=? �,b�.1.1;,1,(111111} Company Name CentralSquare Technologies, LLC. Address 1000 Business Center Dr. ££ Lake Mara„ FL 32746 - Phone Number 407-304-3235 __________- Point of Contact and Title Senior Counsel 1 Contracts Department What other vendors were None because no other vendors sell this enterprise resource planning system contacted? (List company and therefore cannot offer us contract renewal services. name, contact, and phone number and explain why they were not suitable) 1 , u ,.•, ,r .,...r „ .,,,( -t l,t....,?t:4 r ,i l s3.t JV:, , � t.t ,.I ,---s .., �.. �,, £ ,. , �, tli \ l . , , „� J„ t { �., \ S, 1, t}} �,l,t I ), __! , J ,,__, c._�t1 2, {.r•11 \ > 1t_t -a.t ?,, is r S.•.,\ r�..,,7?,,t _r t 3} ) t1 :.7o,,,t(.,Sc s {_s ,b) t, ��! l�{� s S „ AAM,,�1 Product/Service Name CentralSquare Solutions Agreement—Naviline Applications Service Provider Manufacturer CentralSquare, LLC. Make/Model# Price $1,169,498.04 over 5 years Did you negotiate the terms or prices with the vendor? Yes E] No ... __ e_ _.... ... ........ ....... , 1 Page 805 of 909 i Purchasing Division Sole/Single Source Justification Form Why is this price considered to be fair and reasonable? Negotiations determined that the new contract starts at a 3.6% increase from the previous year,:then a2% increase from the first to second year,to be followed by 3%for every year after. The total cost is several times cheaper than leaving this enterprise resource planning system at the present time for another product. Note this is provided as a"cloud"service,whereby the vendor also provides the necessary IT infrastructure and maintenance for this system, Will this purchase obligate the City to a particular vendor in the future?(Either in terms of maintenance, services, or re-purchase for compatibility reasons)f'Yes ❑ No Yes for the actual software, but not for tio s that can b rryvt e ' fir this sof are r • • This is a sole source because(choose any that apply): Sole iprovider>of a licensed or patented good or service ❑ Single Source provider of items compatible with existing equipment, inventory, systems, programs, or services. ❑ Single Source provider of goods and services for which the city has established a standard. (new standards require the competitive solicitation process) ❑ Single Source of factory-authorized warranty service ❑ Sole provider of goods or services that will meet the specialized needs of the City or perform the intended function (please detail below or reference an attachment). ❑ The vendor/distributor is the owner of used equipment that would represent a best-value purchase for the City and is advantageous to the City. (Please provide information on current market prices, availability, etc.) . What necessary features does this vendor provide which are not available from other vendors? Please be specific. This vendor is the supplier of our existing enterprise resource planning system by which the City creates, collects, stores, manages, and shares financial data across various departments including Finance, Development, Utilities, Human Resources, and Community Standards. It also provides the back-end for a largemajority of our online payment services. Leaving this product for another vendor would mean migrating to an entirely new ERP system which is;typically a multi-year project with a far larger capital investment. 1 Attach documentation to substantiate this sole source claim including but not limited to: vendor quotes, product manuals,sole source letters, and patents or copyrights. ��tr tr,;;r rv'+„ �,,,,,'l,r) `-77v7 <71, • @ • 6 i • ' '® ® • ll IMAM My department's recommendation for a sole source purchase is based upon an objective review of the productlservice required and appears to be in the best interest of the City. I know of no conflict of interest on my part nor do I have any personal involvement in any way with this request. No gratuities, favors or compromising action have taken place. Neither has my personal familiarity with particular brands, types of equipment, materials, or firms been a deciding influence on my request to sole source this purchase when there are other known suppliers that exist. 1. Department Director Electronically approved w bJonn McNally 07/15/2020 Signature Date 2 Page 806 of 909 Purchasing Division Sole/Single Source Justification Form 2. Purchasing Manager/Finance Director Based on the information provided in Sections A and B and the attached supporting documents, I recommend ❑ 1 do not recommend ❑ this being certified as a sole source. Required,K 1 not required ❑to be advertised for a period of 7 business days before award. 7Z( 4Z20 Signature Date 3 Page 807 of 909 Page 808 of 909 8.A. PUBLIC HEARING 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Ordinance No. 20-028 - Second Reading -Approve amendments to Part I I of the City Code of Ordinances, Chapter 14, Motor Vehicles and Traffic, creating a new Section 14-14, Parking Meters, to add definitions, standards, and fees to regulate parking meters in the City and striking Chapter 16 Section 16-61 and 16-82 removing redundant language. Explanation of Request: On November 5, 2019 the City Commission approved Resolution No. R19-119 for the award of a contract to Park Mobile for automated parking technology at Oceanfront Park, Harvey E., Oyer Jr. Park and future locations that might require metered parking. The purpose of these amendments is to establish standards, regulations, enforcement, and fee structure to support the deployment of automated parking technology. Attached is a copy of the proposed amendments and corresponding ordinance for review and approval. The proposed fee schedule will be a separate resolution which will be reviewed upon 2nd reading of the ordinance. Attached is a draft copy of the fee schedule to assist with the discussion and review of the proposed parking meter ordinance. How will this affect city programs or services? Developing and promoting an efficient, easy-to-use parking system will improve customer service and quality of life. Fiscal Impact: Budgeted Automated parking meter improvements will control operating costs and generate sufficient revenue to support system operations. Alternatives: Continue the status quo and collect cash parking fees by part time parking attendants and forgo the use of automated parking technology. Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Page 809 of 909 Is this a grant? Grant Amount: ATTACHMENTS: Type Description Ordinance regarding parking meters Creating D Ordinance Section 14-14 and deteling Sections 16-61 and 16-82 D Exhibit E)diibit 1 - Section 16-61 & 16-82 - Strike through D Exhibit E)diibit 2 - Proposed Section 14-14- Forking Meters Page 810 of 909 1 2 ORDINANCE NO. 20- 3 4 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, FLORIDA, 5 AMENDING PART II OF THE CITY CODE OF ORDINANCES, 6 CHAPTER 14, MOTOR VEHICLES AND TRAFFIC, CREATING A 7 NEW SECTION 14-14, PARKING METERS, TO ADD DEFINITIONS, 8 STANDARDS, AND FEES TO REGULATE PARKING METERS IN 9 THE CITY; DELETING CHAPTER 16, ARTICLE II, DIVISION 1, 10 SECTION 16-61; DELETING CHAPTER 16,ARTICLE II,DIVISION 3, 11 SECTION 16-82 TO REMOVE REDUNDANT LANGUAGE; 12 PROVIDING FOR CONFLICTS, SEVERABILITY, CODIFICATION 13 AND AN EFFECTIVE DATE. 14 15 WHEREAS, on November 5, 2019 the City Commission approved Resolution No. 16 R19-119 for the award of a contract to Park Mobile for automated parking technology at 17 Oceanfront Park, Harvey E., Oyer Jr. Park and future locations that might require metered 18 parking; and 19 WHEREAS, the purpose of these amendments is to establish standards, regulations, 20 enforcement, and fee structure to support the deployment of automated parking technology; 21 and 22 WHEREAS,the City Commission deems it to be in the best interest of the citizens and 23 residents of the City to amend Chapters 14 by creating a new Section 14-14, "Parking Meters" 24 and amending Chapter 16, Article 2, by deleting in their entirety Sections 16-61 and 16-82 of 25 the City's Code of Ordinances as hereinafter referenced. 26 NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF 27 THE CITY OF BOYNTON BEACH, THAT: 28 Section 1. The foregoing "WHEREAS" clauses are true and correct and 29 incorporated herein by this reference. 30 Section 2. Chapter 14, "Motor Vehicles and Traffic" of the City's Code of 31 Ordinances is hereby amended to create a new Section 14-14,"Parking Meters",by adding the 32 words and figures in underlined type and by deleting the words and figures in struck-through 33 type, as follows: 34 See Exhibit"A" attached hereto and incorporated herein 35 S:\CA\Ordinances\Parking Meters-Ordinance.Docx I Page 811 of 909 36 37 Section 3. Chapter 16, "Parks and Recreation", Article II, "City Parks and 38 Beaches", Division 2, "Conduct Regulated", Section 16-61, "Boat Launching and Trailer 39 Parking User Fee at Harvey E. Oyer, Jr. Park", of the City's Code of Ordinances is hereby 40 deleted in its entirety as follows: 41 Sec. 16-61. 42 preserved. 43 44 . 45 ®�n,®A 4 18 ,,,�, -V+t,- Dn.a, 46 The eity shall ehan — 47 . 48 49 — 50 . 51 e6als W.41.1 be issned an applieftnt,8. 52 ' 53 2001. All deeals shall be peffnanently 54 - 55 4. nur, s ed shallhe 56 -4<„e +10 bla OA 57 r2\ Ta +11 o-fevm a 41o , e 58 59 60 61 62 63 64 t.r,®a4r, re.,® a llrQ1)� 04D re 65 Section 4. Chapter 16, "Parks and Recreation", Article II, "City Parks and 66 Beaches", Division 3, "Traffic and Parking Regulations", Section 16-82, "Rules, regulations 67 controlling parking of vehicles at municipal beach property located within the Town of Ocean 68 Ridge" of the City's Code of Ordinances is hereby deleted in its entirety as follows: 69 Sec. 16-82. 70 ��'° reserved S:\CA\Ordinances\Parking Meters-Ordinance.Docx 2 Page 812 of 909 71 72 possible da-W. (Said f:ei 1. lu 73 TTd-� TT� D h DW. 1ARKIT64 DER TNUTS u eft an afifitiff. BUSH L.. 75 �44ys 76 nl npon +e rf eemp-k4eff-4 77 78 Gity-eI43,��Pea�,ee 79 80 1 .r,, ; ,n Oho r n+ 81 deeal was issued Iflas been sold or-odher-wise ehang or-in -le even=t-aged 82 . q 83 84 85an deiq+ 86 87 88 par-king V_F 89 . 90 Defm4ieffs- 91 - 92 s �a� n> nl l & a or,�"I'le 4n s- aha 11\par-king s� , t4 D n € € employment n& 44c 93 94 96 �7 FeRtHW 0. 97 98 99 7 00 01 R:-Ii Wished by some Stilta_e means, Snek as n611, + 02 bill.1, re a.-Iy ,seal „- lease . r 03 04 05 No. 06 T nl + ee T®Tationa 07 08 T . 09 T . 10 1 2 y D o est n to . alnrcl a few ntpe s- S:\CA\Ordinances\Parking Meters-Ordinance.Docx 3 Page 813 of 909 L11 (4) Residents leasing aunam-obi-les should fwevide eent+aet doetim-ef4s establishing the 12 Wase --a-ge— assignment 13 —1+05) issuing amhoity cap complete paNing PeFfnit application by listing separate ptfm-4 14 ircrri�vTs flciv uq model 1 yeav ®aux vehicle 15 16 04 s c` d 4r we Aref al y Iv 117 the e €o E hieh st. � arl ed shall o nte^� ed to be d 18 S shall permits issue" 19 displayed o the left b-r,Y,t €e-L of stick vehicle , othery4-si le location in the area of the left 20 Kerat- .21 DAYJTZTT® G FEES FOR A40'l-'OY9 A7ENG ES 22 A daily Ning fee is ha eb stab l-1shed €r all r,t, vehicles paFlungat the public beach, 7 23 24 25 - vv _ ...day, $c � 26 Weekends day AS Sunday, 27 and holidays $10.00 28 November 16 A pti 0 29 En, er- ,.,tion 30 31 and r-egulation-s „€'Policies t and 2 32state, V,tpy nd e4=y os e a aw g the , Fk i the 33 .metal functions. 34 rla ,ti, rrutility companies, woflEmea, t+adesmea, ev salesmen when 35 engaged in W"€fie al p af-k business 36 37 body fev a field t+ip for-educational pufpeses. This exception shall not apply 38 39 40 the Difeetef of Recreation and PaNs, ev his ev hep desmignee, 41 e-Y - 42 iQ a 43 44 45 PARKING AREAS S F OR N40TOR VEHICLES 46 —Tfueks, buses and t+ailer-s shall park in the lowet le"! spaces of the Parking area at the 47 abliAbeffieN S:\CA\Ordinances\Parking Meters-Ordinance.Docx 4 Page 814 of 909 L48 TSE T A T TY FOIRT®T T1-(-V, 7�T T A T®T( SX7rTTTT Q I TT UQ A NTn T9 Ff'-T TT A TTS TC N—C4941 1,1 shall be tinlaw"141 any per-sen +16 1-.s.1y .141-Effifft.814 . -'e pf-eeess of applying 50g pefi-.1111 1--r-any-persen to sell a parking it, f r any person 51 52 153 154 Section 5. Each and every other provision of the Code of Ordinances of the City 155 of Boynton Beach not herein specifically amended shall remain in full force and effect as 156 previously enacted. 157 Section 6. All ordinances or parts of ordinances in conflict herewith be and the 158 same are hereby repealed. 159 Section 7. Should any section or provision of this ordinance or portion hereof, any 160 paragraph, sentence or word be declared by a court of competent jurisdiction to be invalid, 161 such decision shall not affect the remainder of this ordinance. 162 Section 8. Authority is hereby granted to codify said ordinance. 163 Section 9. This ordinance shall become effective immediately upon passage. 164 FIRST READING this day of July, 2020. 165 166 SECOND, FINAL READING AND PASSAGE this day of , 2020. 167 168 CITY OF BOYNTON BEACH, FLORIDA 169 170 YES NO 171 172 Mayor- Steven B. Grant 173 174 Vice Mayor- Ty Penserga 175 176 Commissioner-Justin Katz 177 178 Commissioner-Woodrow L. Hay 179 180 Commissioner- Christina L. Romelus 181 182 VOTE 183 ATTEST: 184 185 186 Crystal Gibson, MMC 187 City Clerk 188 189 (Corporate Seal) S:\CA\Ordinances\Parking Meters-Ordinance.Docx 5 Page 815 of 909 EXHIBIT"A" CHAPTER 14—MOTOR VEHICLES AND TRAFFIC Sec. 14-14. Parking Meters Sec. 14-14.1. Definitions For the purpose of this subchapter the following definitions shall apply unless the context clearly indicates or requires a different meaning: City employees:All city employees, classified, nonclassified and retired, regardless of residency. Proof of employment shall be established through the Human Resources Department of the city. Multispace parking meter. Any mechanical device or technology placed or erected for the regulation of more than one parking space. Multispace parking meterzones. Any space or group of spaces controlled by a single multispace parking meter or technology. Spaces shall be signed so as to allow users to identify the appropriate location in order to pay the appropriate fees to park in said spaces. Parking meter. Any mechanical device or technology placed or erected for the regulation of parking by authority of this subchapter. Parking meter space. Any space within a parking meter zone adjacent to a parking meter or technology and which is duly designated for the parking of a single vehicle by lines painted or otherwise durably marked on the curb or on the surface of the street adjacent to or adjoining the parking meters or which is in an area clearly marked by signs indicating the space is in a parking meter zone and indicating that payment may be made by the use of parking meter technology. Parking meter technology. Any technology that allows payment for parking in parking meter zones without the use of mechanical parking meters, including but not limited to telephone, smartphone applications, website, single or multi space meters, or any other technology as deemed appropriate by the City to pay for parking. Parking meter technology may utilize parking space numbers, license plates, sticker numbers, or any other means designated by the specific parking meter technology to process Parking payment. Parking meterzone. Any area designated by resolution as a parking meter zone. Resident:Anyone owning real estate and/or leasing, renting or occupying real estate or living accommodations within the City of Boynton Beach for a time period of at least six(6) consecutive months each calendar year, as well as members of their immediate family residing with them; provided, however, for purposes of this section, the term "City of Boynton Beach"shall include all property within the corporate limits of the Town of Ocean Ridge. Proof of residency shall be established by some suitable means, such as utility bill, tax bill, property deed or lease agreement. Senior Resident:Anyone 65 years or older owning real estate and/or leasing, renting or occupying real estate or living accommodations within the City of Boynton Beach for a time period of at least six (6) consecutive months each calendar year, as well as members of their immediate family residing with them. Proof of residency shall be established by some suitable means, such as utility bill, tax bill, property deed or lease agreement. Nonresident:Anyone who is not a resident but who resides in the agricultural reserve area of unincorporated Palm Beach County bounded on the south by lateral Canal No. 30, bounded on the north by Hypoluxo Road, and bounded on the west by the Loxahatchee National Wildlife Refuge. Weekday: Includes any day except; friday, saturday, sundae, and all holidays. Weekend: Incudes friday, saturday, sundae, and all holidays. Page 816 of 909 EXHIBIT"A" Sec. 14-14.2. Parking meter zones;installation of meters (a) The City is hereby authorized to establish by resolution certain sections of the City public right of way or public off-street parking facilities to be designated as parking meter zones. (b) The City is hereby authorized to install, or have installed, parking meters for the parking spaces in parking meter zones. (c) Each parking meter zone shall provide signage to notify drivers of the required payment for that parking meter zone and the maximum length of allowable parking time. (d) Each parking meter or technology installed in a parking meter zone shall indicate by proper legend the legal parking time established by the City, and when operated shall at all times indicate the balance of legal parking time, and at the expiration of the period shall indicate illegal or overtime parking. (e) For any parking space in a parking meter zone for which no meter is installed adjacent to the space, the City shall install signage in the area and visible from the space indicating that payment of the parking meter rates for that space shall be made by using parking meter technology, and indicating the procedure for using said technology. (f) When parking meter technology is in use, it shall notify the user and the parking enforcement officer of the legal parking time for which payment has been made and the balance of legal parking time. (g) Nothing in this section shall be construed as prohibiting the City Manager or his or her designee from temporarily restricting parking or allowing parking at no charge at spaces within parking meter zones based on special circumstances, including but not limited to emergencies,special events.construction, change in building uses, and actual usage of parking spaces in the zones. (h) No person shall move and repark a vehicle on either side of a street within the same block in order to avoid exceeding the parking meter time limits specified for either side of the street in that particular block. Sec. 14-14.3. Operation of parking meters (a) When any vehicle is parked in any parking space in a parking meter zone when payment is required, the operator of this vehicle shall, upon entering the parking meter space, pay the parking meter rate by using parking meter technology. (1) If payment is made using parking meter technology,the operator shall follow the directions posted for the use of such technology. (b) Upon payment of the parking meter rate, the parking space may be lawfully occupied by the vehicle during the period of time which has been prescribed for the part of the street in which the parking space is located. (c) If the vehicle shall remain parked in any parking space beyond the parking time limit set for that parking space,and if the parking meter technology shall indicate illegal parking,then, and in that event, the vehicle shall be considered as parking overtime and beyond the period of legal parking time, and parking shall be deemed a violation of this subchapter. Sec. 14-14.4. Cost of parking or standing vehicle in certain metered spaces The cost of parking or standing a vehicle in a parking meter space located in a parking meter zone shall be established by resolution of the City Commission, and may be subsequently amended from time to time by the City Commission. The term"cost" is synonymous with "fee." Page 817 of 909 EXHIBIT"A" Sec. 14-14.5. Parking time limits The parking meters shall be operated in the parking meter zones every day for the hours stated by the appropriate signage in the particular parking meter zones, including Saturdays, Sundays and holidays. Sec. 14-14.6. Parking meter permits (a) Any person may purchase a "beach parking permit" in accordance with and subject to the administrative rules and regulations promulgated by the City. A beach parking permit shall authorize the operator to park the vehicle for which the permit was acquired in any designated permit-only parking space and in any parking meter space located within Ocean Front Park parking lots without requiring payment of the parking meter rate. (b) The fee for obtaining the parking permits described in this section shall be established by resolution of the City Commission, and may be subsequently amended from time to time by the City Commission. (c) Each permit shall cover an annual period from October 1 through September 30. Sec. 14-14.7. Certain acts prohibited It shall be unlawful and a violation of the provisions of this subchapter for any person to: (a) Cause, allow, permit, or suffer any vehicle registered in his name to be parked overtime; (b) Cause, allow, permit, or suffer any vehicle registered in his name to remain or be placed in any parking space adjacent to any parking meter while the meter is displaying a signal indicating that the vehicle occupying the parking space has already been parked beyond the period prescribed for the parking space; (c) Cause, allow, permit, or suffer any vehicle registered in his name to be parked across any line or marking of a parking meter space or in a position that the vehicle shall not be entirely within the area designated by the lines or markings; (d) Deface, injure, tamper with, open, break, destroy, or impair the usefulness of any parking meter installed under the provisions of this subchapter; (e) Deposit or cause to be deposited in any parking meter any slugs, device, or metal substance, or other substitute for lawful coins; (f) Park a vehicle in any parking space designated as a handicapped parking space without displaying a permit for handicapped parking which has been issued by a governmental agency having the authority to issue the permit; (g) Deface a parking permit or transfer a parking permit from the vehicle for which it was acquired to another vehicle without approval in advance of the City Manager; (h) Park a vehicle in any parking lot or space which requires a parking permit without displaying a valid permit. (i) Cause, allow, permit, or suffer any vehicle registered to back into a parking space to and/or obstruct vehicle license plate. Sec. 14-14.8. Collection of deposited moneys The City administration shall provide for the regular collection of the money deposited in the parking meters. All of the money shall be deposited into the Parking Fund of the City. Page 818 of 909 EXHIBIT"A" Sec. 14-14.9. Issuance of parking ticket (a) A parking enforcement specialist who discovers a vehicle parked in violation of this Chapter may: (1) Issue a ticket in the form used by the City to the driver; or (2) If the vehicle is unattended, attach the ticket to the vehicle in a conspicuous place. (b) The uniform traffic citation prepared by the State Department of Transportation pursuant to F.S. Section 316.650 may not be used by the City for parking violations. Sec. 14-14.10. Liability for payment of parking ticket violations (a) The registered owner of a vehicle is responsible and liable for payment of any parking ticket violation. The owner of a stolen vehicle is not responsible for a parking ticket violation from the date it is reported stolen to the Police Department. (b) Any person issued a parking ticket by a parking enforcement specialist shall be deemed to be charged with a noncriminal violation and shall comply with the directions on the ticket. In the event that payment is not received or a response to the ticket is not made within the time period specified thereon,the City shall notify the registered owner of the vehicle which was cited, by mail to the address given on the motor vehicle registration,of the ticket. Mailing of the notice to this address shall constitute notification. Upon notification, the registered owner shall comply with the City's decision. (c) Any person who fails to satisfy the City's directive shall be deemed to waive his right to pay the applicable civil penalty. (d) Any person who elects to appear before a designated official to present evidence shall be deemed to have waived his right to pay the civil penalty provisions of the ticket. The official, after a hearing, shall make a determination as to whether a parking violation has been committed and may impose a civil Penalty not to exceed one hundred dollars ($100.00) plus costs. Any person who fails to pay the civil Penalty within the time allowed by the City shall be deemed to have been convicted of a parking ticket violation, and the city shall take appropriate measure to enforce collection of the fine. (e) Any provision of(b), (c) and (d)above to the contrary notwithstanding, the provisions of F.S. Ch. 318 shall not apply to violations of the City's regulations. (f) The City shall supply the Department of Highway Safety and Motor Vehicles with a magnetically encoded computer tape reel or cartridge which is machine readable by the installed computer system at the department,or similar digital file, listing persons who have three (3)or more outstanding parking violations or one or more outstanding violations of F.S. § 316.1955. The department shall mark the appropriate registration records of persons so reported. If the applicant's name appears on the list referred to herein, no license plate or revalidation sticker shall be issued until such person's name no longer appears on said list or until the applicant presents a receipt from the clerk showing that such parking fines have been paid. Sec. 14-14.11. Immobilization of vehicles by the city to collect outstanding parking fines (a) Any parking enforcement specialist employed by the City is hereby authorized to attach a "Denver boot"or other nondestructive device,which prevents a vehicle from being moved under its own power, to a motor vehicle under the following conditions: (1) The motor vehicle has, on at least five (5) prior occasions, been found stopped, standing or parked on any street, alley or thoroughfare within the City in violation of a State law or City ordinance for which parking tickets have been issued and to which the registered owner has failed or refused to respond by requesting an administrative hearing before the City Manager's designee Page 819 of 909 EXHIBIT"A" or by paving the civil penalties indicated upon the parking tickets. A parking ticket issued for parking in a handicapped parking space shall count as three (3) occasions or tickets for the purposes of this Section. (2) The registered owner of the motor vehicle has been given written notice by mail (to the address listed by the Florida Department of Highway Safety and Motor Vehicles) or otherwise that the provisions of this Section will be enforced against the motor vehicle unless, not more than ten (10) calendar days from the date of receipt of the notice, the owner shall pay the civil penalties for all such outstanding parking tickets, or request an administrative hearing before the City Manager's designee to determine whether the immobilization of the vehicle is warranted or notifies the City that he has requested a court hearing for the unpaid tickets; and (3) The registered owner of the motor vehicle has failed or refused to respond to the notice described in Section (A)(2) above by paving such civil penalties or requesting an administrative hearing or court hearing; and (4) If the owner or operator of such vehicle requests an administrative hearing, the City Manager's designee shall grant an administrative hearing within ten (10)working days from the date of such request. Immobilization shall be warranted if the City Manager's designee finds that the City has correctly followed the notice procedures of this Section and there are a sufficient number of outstanding parking tickets. The owner or operator may appeal the City Manager's designee's decision to the City Manager. (b) The City shall maintain a current list of all motor vehicles to which an immobilizing device may be attached pursuant to this Section. (c) The immobilizing device shall be attached to the motor vehicle at any location within the City where the motor vehicle may be found, if the location is in a right-of-way or a place where the public is invited to travel, except that no motor vehicle shall be immobilized within the traveled portion of any street or in any portion of any street when immobilization at such place would create a hazard to the public or to traffic. (d) At the time that an immobilizing device is attached to a motor vehicle, a notice shall be affixed to the windshield and to the left front window (driver's side) stating that the immobilizing device has been attached and cautioning the operator not to attempt to operate the motor vehicle or to attempt to remove the immobilizing device. The notice shall inform the owner or operator of the motor vehicle that the motor vehicle is immobilized because of civil penalties assessed due to unpaid citations, that a removal charge for removal of the immobilizing device has been incurred, and the location to which the owner or operator must go in order to pay the civil penalties and removal charge and have the immobilizing device removed from the motor vehicle. (e) Except as provided in Subsection (F)below, the immobilizing device shall be removed from the motor vehicle only upon payment of the civil penalties assessed under the citations for which the motor vehicle has been immobilized, plus the removal charges, or upon the authorization of the City Manager's designee. Payment may be made in the form of cash, cashier's check, money order, MasterCard or Visa. (f) The owner or operator of a vehicle which has been immobilized with an immobilizing device shall have the right to request the City Manager's designee to conduct an administrative hearing for the purpose of determining whether such vehicle was properly immobilized in accordance with the terms of this Section. The hearing shall be held during normal business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m., excluding holidays)and within twenty-four(24)hours of such a request being made if the City Manager's designee is available. If said immobilization occurs after normal City business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m.)said hearing will be scheduled within twenty-four(24) hours of the opening of the business.The owner or operator requesting the hearing shall receive notice of its date, time and place at the time the request is made. If, upon the conclusion of the hearing, the City Manager's designee determines that the vehicle was properly immobilized in accordance with the terms of this Section, the owner or operator, in order to obtain the removal of the immobilizing device, shall pay the City the amount indicated in subsection (e). If the City Manager's designee determines that the vehicle was not properly immobilized, the immobilizing device shall be removed as soon as Page 820 of 909 EXHIBIT"A" possible. The owner or operator may appeal the decision of the City Manager's designee to the City Manager. (g) The removal charge for the authorized removal of an immobilizing device shall be established by resolution of the City Commission, and may be subsequently amended from time to time by the City Commission. (h) As an additional remedy, if an immobilizing device remains on a motor vehicle for more than twenty- four (24) hours, any motor vehicle described in subsection (a) may be towed from any location where it may be found within the City, if the location is in a right-of-way or a place where the public is invited to travel, and shall be impounded until the registered owner pays all outstanding civil penalties, the removal charge and the costs of towing and impoundment. (i) This Section shall be applied retrospectively so that any outstanding citation or summons shall be includable in determining whether the requirements of subsection (a)(1) have been met. (i) The City Manager shall have the right to appoint the parking management specialist or another designee to conduct the administrative hearings. (k) If the immobilizing device is destroyed or damaged while placed on a motor vehicle, the owner of the motor vehicle shall be responsible for the costs to repair such damage or to replace the immobilizing device if destroyed. However, in no event shall such charges exceed five hundred dollars ($500.00). Such charges shall be paid prior to the release of the motor vehicle. If an immobilizing device is placed on a motor vehicle and the motor vehicle is moved without returning the immobilizing device,the owner of the motor vehicle shall then be responsible for the replacement cost of the immobilizing device. Sec. 14-14.12. Penalty (a) It shall be unlawful for any person to violate any of the parking regulations referenced in this Chapter. Any person who violates any provision of this chapter will be subject to a penalty, which may include fines, immobilization, or towing. (b) The amount of the fines for the violation of parking regulations shall be established by resolution of the City Commission and may be subsequently amended from time to time by the City Commission. (c) Failure to pay penalties within fourteen (14)days of issuance of the parking violation shall result in a service charge to the violator per citation in addition to the cost of the penalty. The amount of the service charge for the violation of parking regulations enumerated herein shall be established by resolution of the City Commission and may be subsequently amended from time to time by the City Commission. (d) Failure to pay penalties within ninety (90) days or more shall be referred to a registered collection agency which will pursue the collection of the outstanding balance of the unpaid fine along with any collection fees, service charges, or costs accrued for the collection of said fines in an amount not to exceed forty (40) percent of the amount owed at the time the account is referred to the collection agency. Page 821 of 909 . . - r . r r r r r r . - r ■ - r -r r . . . -v=m r-9mr.vm P.m. . . .. .. . . . .. -. . - . .1 1-1-AM . lor . Mil.IJQM - om . - - . ll� .. - . .- . . . . . .- . . - . 11110 1. • i - . 1. 1 . . .I . . ! - . ■ - . . . . . . . - . . - . OR . A -MOM I�.11101 WON 01 A. . . .- .. . . . . . . - . 1,. .- .. . r . . - IN. La - . . . . . . uu.. . . . . . - MMU . . . . . - [411- r . . . . mill- 'Pat' ! . .' ■ 1 ► 1 ► 1 . . . 1 . -2 . 0 . \ EXHIBIT"1" (2) ' ` n1 1pcpnr+�nn�� {�p1jC1L Nin /'2RLn11�separate V9hin19 rpnict +in�r_panh narking npcFmlit G (4) Residents 1pcasngucr eas chnuld nre-yii-lp nnn + de-r-tel lrrtents (5) 16 1in�w+hnrity shall nmmplc+p garbing permit appliGatin 6t oRg separate p9FMit n1 9 t +h9 make Medea' anQi� year of panhytehinlp /Q1 411 narking npr� shall hp nprmanpn+hi affixed 11nnn the In\A/pr left �v a��crr crTc-rv�vcr�cr� h�nrl cirlp /rlriVer'SGmdc1 of+ham+ 1n9i ri of c-HrUh hinlp Ilpn�lc nlaGed nv�P inlc nt#tQr+h "�+ht nnp fnr-Whinh iWA vFiginal�s led shall he (7) DarIllnn npr��z���QQtprGY 96,meter bikes, -an�net�6,nonQt�� gh;;" hp ilicnl��ip n the 1pfr+ fes+ fnrr—k n n�Pphinlp nr nt#pr uicihlp InnoQtron m thp.. �r—a rc; of hp IpfF frnn+ 12AR14141(_ FGGC F(lR 5AQ)T-Q)R \/l FEIIH 4 daily narking fpp icTearph�+ahlicht9rd fn—r- SII mn+.nrr- Vghinlpc narking at +hp P61bliGbeG-"--pt_ htQF-p1�fttF9XG9+pil in �nnnril�nnp �eii+h +hp fnlln�niinn ra+pQ aAi' wl—r:J c Magi 1 nle ea.mi beap-ry Weekdays (MGRday Friday) $5.W �4v8989k9ncR&,(va 11r4ay Q 911nday) Gvnpn+innc /thinlp ha;Vinn affi�drhearea 'nn pterrrmr.m.t. it in �nnnril�nnp w"crt r111pc incl rpnl la+innc of PnI1P0 9 6I And :2c (2) Offini-Al cti 11n+y and pity ten�tpr�ng+hp garb in the n nn�iprnmpn+-1 f1lnn+inns p rvcri-m�crrccrr-rur�rvcrvrl-rr. /31 Thp V f nl lhlin 11tili+y nmm��nipc� ei�rt9Rr+r�mpn�r awl . n 1eih d in nffinial garb h116i, _ Page 824 of 909 EXHIBIT"1" (4) hnnl hi 16-89-6 tran�cpPG)Ft inn FInrida cnhnnl, nnllene n�49FGi#v cti Id9Rtc iTrn1 - nrnl Ip nr bG)d i fnr 7 fitQ'ctrip fnr ei-l11napurpeses. This 9XG9pptl�nR shall net. apply te tr_nTurpvT in�6 nh nrnl 1pc tGth9paark fnr renreatinnal P61FPG696-. F=Inrmcl;; cnhnnl nrnl me as mentioned in evneptinn (/1) m11ct male Pp' MEt�thecrrc-vircnv nr of C�enrc�inn gni! D;;rl�c nr hic nr he�rT Parking perms Will heAVAOIAhlebe _.ailable to X11 pity recii-lent�vll ItlinArl D in nlinieI c -AARCtaxh��i�ngth9 P9F.111t 1n9011 he required tn�the narking fee 124C.14-IN (_ 4RFE42F=()R 54()T()R \/IFE II�Co Tr i hl 16-896- gni! t t 2 b chill p�rl� in th 489 eve cp�nec of the r� rl n� }} r aT�e�r 12FE4141 TV FQ)R n1Q)4.1 5ADI 11 A. VV1I II GC A.4.1 G1 11LT4C'1"T1()Ns T `(I (` T_--1 CSC� (_ "1"�TPQ It shall he 11nl��nif111 fnr ani per�i}^�m fy inyfnrrmrtati^ the prnnecc of applying fnr a park Rg permit, fer ani percnrnrto cell a parking permit, fGr an i per�uvR tetraer p�.t_tn ;; nnnrecii 9Rt, e fnr an i per� fail too Page 825 of 909 EXHIBIT"2" CHAPTER 14—MOTOR VEHICLES AND TRAFFIC Sec. 14-14.Parking Meters Sec. 14-14.1. Definitions For the purpose of this subchapter the following definitions shall apply unless the context clearly indicates or requires a different meaning: City employees:All city employees, classified, nonclassified and retired, regardless of residency. Proof of employment shall be established through the Human Resources Department of the city. Multispace parking meter. Any mechanical device or technology placed or erected for the regulation of more than one parking space. Multispace parking meter zones. Any space or group of spaces controlled by a single multispace parking meter or technology. Spaces shall be signed so as to allow users to identify the appropriate location in order to pay the appropriate fees to park in said spaces. Parking meter. Any mechanical device or technology placed or erected for the regulation of parking by authority of this subchapter. Parking meter space. Any space within a parking meter zone adjacent to a parking meter or technology and which is duly designated for the parking of a single vehicle by lines painted or otherwise durably marked on the curb or on the surface of the street adjacent to or adjoining the parking meters or which is in an area clearly marked by signs indicating the space is in a parking meter zone and indicating that payment may be made by the use of parking meter technology. Parking meter technology. Any technology that allows payment for parking in parking meter zones without the use of mechanical parking meters, including but not limited to telephone, smartphone applications, website, single or multi space meters, or any other technology as deemed appropriate by the City to pay for parking. Parking meter technology may utilize parking space numbers, license plates, sticker numbers, or any other means designated by the specific parking meter technology to process parking payment. Parking meter zone. Any area designated by resolution as a parking meter zone. Resident:Anyone owning real estate and/or leasing, renting or occupying real estate or living accommodations within the City of Boynton Beach for a time period of at least six (6)consecutive months each calendar year, as well as members of their immediate family residing with them; provided, however, for purposes of this section, the term "City of Boynton Beach" shall include all property within the corporate limits of the Town of Ocean Ridge. Proof of residency shall be established by some suitable means, such as utility bill, tax bill, property deed or lease agreement. Senior Resident:Anyone 65 years or older owning real estate and/or leasing, renting or occupying real estate or living accommodations within the City of Boynton Beach for a time period of at least six(6) consecutive months each calendar year, as well as members of their immediate family residing with them. Proof of residency shall be established by some suitable means, such as utility bill, tax bill, property deed or lease agreement. Nonresident:Anyone who is not a resident but who resides in the agricultural reserve area of unincorporated Palm Beach County bounded on the south by lateral Canal No. 30, bounded on the north by Hypoluxo Road, and bounded on the west by the Loxahatchee National Wildlife Refuge. C:\Users\colin\Downloads\Section 14-14 Parking Meters_DRAFT_Revised.docx Page 826 of 909 EXHIBIT"2" Sec. 14-14.2. Parking meter zones; installation of meters (a) The City is hereby authorized to establish by resolution certain sections of the City public right of way or public off-street parking facilities to be designated as parking meter zones. (b) The City is hereby authorized to install, or have installed, parking meters for the parking spaces in parking meter zones. (c) Each parking meter zone shall provide signage to notify drivers of the required payment for that parking meter zone and the maximum length of allowable parking time. (d) Each parking meter or technology installed in a parking meter zone shall indicate by proper legend the legal parking time established by the City, and when operated shall at all times indicate the balance of legal parking time, and at the expiration of the period shall indicate illegal or overtime parking. (e) For any parking space in a parking meter zone for which no meter is installed adjacent to the space, the City shall install signage in the area and visible from the space indicating that payment of the parking meter rates for that space shall be made by using parking meter technology, and indicating the procedure for using said technology. (f) When parking meter technology is in use, it shall notify the user and the parking enforcement officer of the legal parking time for which payment has been made and the balance of legal parking time. (g) Nothing in this section shall be construed as prohibiting the City Manager or his or her designee from temporarily restricting parking or allowing parking at no charge at spaces within parking meter zones based on special circumstances, including but not limited to emergencies,special events. construction, change in building uses, and actual usage of parking spaces in the zones. (h) No person shall move and repark a vehicle on either side of a street within the same block in order to avoid exceeding the parking meter time limits specified for either side of the street in that particular block. Sec. 14-14.3. Operation of parking meters (a) When any vehicle is parked in any parking space in a parking meter zone when payment is required, the operator of this vehicle shall, upon entering the parking meter space, pay the parking meter rate by using parking meter technology. (1) If payment is made using parking meter technology,the operator shall follow the directions posted for the use of such technology. (b) Upon payment of the parking meter rate, the parking space may be lawfully occupied by the vehicle during the period of time which has been prescribed for the part of the street in which the parking space is located. (c) If the vehicle shall remain parked in any parking space beyond the parking time limit set for that parking space, and if the parking meter technology shall indicate illegal parking, then, and in that event, the vehicle shall be considered as parking overtime and beyond the period of legal parking time, and parking shall be deemed a violation of this subchapter. Sec. 14-14.4. Cost of parking or standing vehicle in certain metered spaces The cost of parking or standing a vehicle in a parking meter space located in a parking meter zone shall be established by resolution of the City Commission, and may be subsequently amended from time to time by the City Commission. C:\Users\colin\Downloads\Section 14-14 Parking Meters_DRAFT_Revised.docx Page 827 of 909 EXHIBIT"2" Sec. 14-14.5. Parking time limits The parking meters shall be operated in the parking meter zones every day for the hours stated by the appropriate signage in the particular parking meter zones, including Sundays and holidays. Sec. 14-14.6. Parking meter permits (a) Any person may purchase a "beach parking permit" in accordance with and subject to the administrative rules and regulations promulgated by the City. A beach parking permit shall authorize the operator to park the vehicle for which the permit was acquired in any designated permit-only parking space and in any parking meter space located within Ocean Front Park parking lots without requiring payment of the parking meter rate. (b) Any person may purchase a "boat launch/trailer parking permit" in accordance with and subject to the administrative rules and regulations promulgated by the City.A boat launch/trailer parking permit shall authorize the operator to park the vehicle for which the permit was acquired in any designated permit- only parking space and in any parking meter space located within Harvey E. Oyer, Jr. Park parking lots without requiring payment of the parking meter rate. (c) Any City Employee may purchase an "employee parking permit" in accordance with and subject to the administrative rules and regulations promulgated by the City. An employee parking permit shall authorize the operator of the vehicle to park in the Town Square Garages without requiring the payment of the parking meter rate. (d) The fee for obtaining the parking permits described in this section shall be established by resolution of the City Commission, and may be subsequently amended from time to time by the City Commission. (e) Sec. 14-14.7. Certain acts prohibited It shall be unlawful and a violation of the provisions of this subchapter for any person to: (a) Cause, allow, permit, or suffer any vehicle registered in his name to be parked overtime; (b) Cause, allow, permit, or suffer any vehicle registered in his name to remain or be placed in any parking space adjacent to any parking meter while the meter is displaying a signal indicating that the vehicle occupying the parking space has already been parked beyond the period prescribed for the parking space; (c) Cause, allow, permit, or suffer any vehicle registered in his name to be parked across any line or marking of a parking meter space or in a position that the vehicle shall not be entirely within the area designated by the lines or markings; (d) Deface, injure, tamper with, open, break, destroy, or impair the usefulness of any parking meter installed under the provisions of this subchapter; (e) Deposit or cause to be deposited in any parking meter any slugs, device, or metal substance, or other substitute for lawful coins; (f) Park a vehicle in any parking space designated as a handicapped parking space without displaying a permit for handicapped parking which has been issued by a governmental agency having the authority to issue the permit; (g) Deface a parking permit or transfer a parking permit from the vehicle for which it was acquired to another vehicle without approval in advance of the City Manager; C:\Users\colin\Downloads\Section 14-14 Parking Meters_DRAFT_Revised.docx Page 828 of 909 EXHIBIT"2" (h) Park a vehicle in any parking lot or space which requires a parking permit without displaying a valid permit. (i) Cause, allow, permit, or suffer any vehicle registered to back into a parking space to and/or obstruct vehicle license plate. Sec. 14-14.8. Collection of deposited moneys The City administration shall provide for the regular collection of the money deposited in the parking meters. All of the money shall be deposited into the Parking Fund of the City. Sec. 14-14.9. Issuance of parking ticket (a) A parking enforcement specialist who discovers a vehicle parked in violation of this Chapter may: (1) Issue a ticket in the form used by the City to the driver; or (2) If the vehicle is unattended, attach the ticket to the vehicle in a conspicuous place. (b) The uniform traffic citation prepared by the State Department of Transportation pursuant to F.S. Section 316.650 may not be used by the City for parking violations. Sec. 14-14.10. Liability for payment of parking ticket violations (a) The registered owner of a vehicle is responsible and liable for payment of any parking ticket violation. The owner of a stolen vehicle is not responsible for a parking ticket violation from the date it is reported stolen to the Police Department. (b) Any person issued a parking ticket by a parking enforcement specialist shall be deemed to be charged with a noncriminal violation and shall comply with the directions on the ticket. In the event that payment is not received or a response to the ticket is not made within the time period specified thereon, the City shall notify the registered owner of the vehicle which was cited, by mail to the address given on the motor vehicle registration, of the ticket. Mailing of the notice to this address shall constitute notification. Upon notification, the registered owner shall comply with the City's decision. (c) Any person who fails to satisfy the City's directive shall be deemed to waive his right to pay the applicable civil penalty. (d) Any person who elects to appear before a designated official to present evidence shall be deemed to have waived his right to pay the civil penalty provisions of the ticket. The official, after a hearing, shall make a determination as to whether a parking violation has been committed and may impose a civil penalty not to exceed one hundred dollars ($100.00) plus costs. Any person who fails to pay the civil penalty within the time allowed by the City shall be deemed to have been convicted of a parking ticket violation, and the city shall take appropriate measure to enforce collection of the fine. (e) Any provision of(b), (c) and (d) above to the contrary notwithstanding, the provisions of F.S. Ch. 318 shall not apply to violations of the City's regulations. (f) The City shall supply the Department of Highway Safety and Motor Vehicles with a magnetically encoded computer tape reel or cartridge which is machine readable by the installed computer system at the department, or similar digital file, listing persons who have three (3)or more outstanding parking violations or one or more outstanding violations of F.S. § 316.1955. The department shall mark the appropriate registration records of persons so reported. If the applicant's name appears on the list referred to herein, no license plate or revalidation sticker shall be issued until such person's name no longer appears on said list or until the applicant presents a receipt from the clerk showing that such parking fines have been paid. C:\Users\colin\Downloads\Section 14-14 Parking Meters_DRAFT_Revised.docx Page 829 of 909 EXHIBIT"2" Sec. 14-14.11. Immobilization of vehicles by the city to collect outstanding parking fines (a) Any parking enforcement specialist employed by the City is hereby authorized to attach a "Denver boot"or other nondestructive device,which prevents a vehicle from being moved under its own power, to a motor vehicle under the following conditions: (1) The motor vehicle has, on at least five (5) prior occasions, been found stopped, standing or parked on any street, alley or thoroughfare within the City in violation of a State law or City ordinance for which parking tickets have been issued and to which the registered owner has failed or refused to respond by requesting an administrative hearing before the City Manager's designee or by paying the civil penalties indicated upon the parking tickets. A parking ticket issued for parking in a handicapped parking space shall count as three (3) occasions or tickets for the purposes of this Section. (2) The registered owner of the motor vehicle has been given written notice by mail (to the address listed by the Florida Department of Highway Safety and Motor Vehicles) or otherwise that the provisions of this Section will be enforced against the motor vehicle unless, not more than ten (10) calendar days from the date of receipt of the notice, the owner shall pay the civil penalties for all such outstanding parking tickets, or request an administrative hearing before the City Manager's designee to determine whether the immobilization of the vehicle is warranted or notifies the City that he has requested a court hearing for the unpaid tickets; and (3) The registered owner of the motor vehicle has failed or refused to respond to the notice described in Section (A)(2) above by paying such civil penalties or requesting an administrative hearing or court hearing; and (4) If the owner or operator of such vehicle requests an administrative hearing, the City Manager's designee shall grant an administrative hearing within ten (10)working days from the date of such request. Immobilization shall be warranted if the City Manager's designee finds that the City has correctly followed the notice procedures of this Section and there are a sufficient number of outstanding parking tickets. The owner or operator may appeal the City Manager's designee's decision to the City Manager. (b) The City shall maintain a current list of all motor vehicles to which an immobilizing device may be attached pursuant to this Section. (c) The immobilizing device shall be attached to the motor vehicle at any location within the City where the motor vehicle may be found, if the location is in a right-of-way or a place where the public is invited to travel, except that no motor vehicle shall be immobilized within the traveled portion of any street or in any portion of any street when immobilization at such place would create a hazard to the public or to traffic. (d) At the time that an immobilizing device is attached to a motor vehicle, a notice shall be affixed to the windshield and to the left front window (driver's side) stating that the immobilizing device has been attached and cautioning the operator not to attempt to operate the motor vehicle or to attempt to remove the immobilizing device. The notice shall inform the owner or operator of the motor vehicle that the motor vehicle is immobilized because of civil penalties assessed due to unpaid citations, that a removal charge for removal of the immobilizing device has been incurred, and the location to which the owner or operator must go in order to pay the civil penalties and removal charge and have the immobilizing device removed from the motor vehicle. (e) Except as provided in Subsection (F)below, the immobilizing device shall be removed from the motor vehicle only upon payment of the civil penalties assessed under the citations for which the motor vehicle has been immobilized, plus the removal charges, or upon the authorization of the City Manager's designee. Payment may be made in the form of cash, cashier's check, money order, MasterCard or Visa. C:\Users\colin\Downloads\Section 14-14 Parking Meters_DRAFT_Revised.docx Page 830 of 909 EXHIBIT"2" (f) The owner or operator of a vehicle which has been immobilized with an immobilizing device shall have the right to request the City Manager's designee to conduct an administrative hearing for the purpose of determining whether such vehicle was properly immobilized in accordance with the terms of this Section. The hearing shall be held during normal business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m., excluding holidays)and within twenty-four(24) hours of such a request being made if the City Manager's designee is available. If said immobilization occurs after normal City business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m.)said hearing will be scheduled within twenty-four(24) hours of the opening of the business.The owner or operator requesting the hearing shall receive notice of its date, time and place at the time the request is made. If, upon the conclusion of the hearing, the City Manager's designee determines that the vehicle was properly immobilized in accordance with the terms of this Section, the owner or operator, in order to obtain the removal of the immobilizing device, shall pay the City the amount indicated in subsection (e). If the City Manager's designee determines that the vehicle was not properly immobilized, the immobilizing device shall be removed as soon as possible. The owner or operator may appeal the decision of the City Manager's designee to the City Manager. (g) The removal charge for the authorized removal of an immobilizing device shall be established by resolution of the City Commission, and may be subsequently amended from time to time by the City Commission. (h) As an additional remedy, if an immobilizing device remains on a motor vehicle for more than twenty- four (24) hours, any motor vehicle described in subsection (a) may be towed from any location where it may be found within the City, if the location is in a right-of-way or a place where the public is invited to travel, and shall be impounded until the registered owner pays all outstanding civil penalties, the removal charge and the costs of towing and impoundment. (i) This Section shall be applied retrospectively so that any outstanding citation or summons shall be includable in determining whether the requirements of subsection (a)(1) have been met. Q) The City Manager shall have the right to appoint the parking management specialist or another designee to conduct the administrative hearings. (k) If the immobilizing device is destroyed or damaged while placed on a motor vehicle, the owner of the motor vehicle shall be responsible for the costs to repair such damage or to replace the immobilizing device if destroyed. However, in no event shall such charges exceed five hundred dollars ($500.00). Such charges shall be paid prior to the release of the motor vehicle. If an immobilizing device is placed on a motor vehicle and the motor vehicle is moved without returning the immobilizing device,the owner of the motor vehicle shall then be responsible for the replacement cost of the immobilizing device. Sec. 14-14.12. Penalty (a) It shall be unlawful for any person to violate any of the parking regulations referenced in this Chapter. Any person who violates any provision of this chapter will be subject to a penalty, which may include fines, immobilization, or towing. (b) The amount of the fines for the violation of parking regulations shall be established by resolution of the City Commission and may be subsequently amended from time to time by the City Commission. (c) Failure to pay penalties within fourteen (14)days of issuance of the parking violation shall result in a service charge to the violator per citation in addition to the cost of the penalty. The amount of the service charge for the violation of parking regulations enumerated herein shall be established by resolution of the City Commission and may be subsequently amended from time to time by the City Commission. (d) Failure to pay penalties within ninety (90) days or more shall be referred to a registered collection agency which will pursue the collection of the outstanding balance of the unpaid fine along with any collection fees, service charges, or costs accrued for the collection of said fines in an amount not to exceed forty (40) percent of the amount owed at the time the account is referred to the collection agency. C:\Users\colin\Downloads\Section 14-14 Parking Meters_DRAFT_Revised.docx Page 831 of 909 8.B. PUBLIC HEARING 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Ordinance 20-029 - First Reading Approve request for Abandonment of a portion of a ten (10)foot wide Utility Easement (ABAN 20-008) located at 2735 SW 23rd Cranbrook Drive, Cranbrook Lake Estates PUD. Applicant: David LaMaster Explanation of Request: David LaMaster, Applicant and Homeowner, is requesting to abandon a portion of a utility easement located to the rear of his residence to allow construction of a private swimming pool. The subject property, located at 2735 SW 23rd Cranbrook Drive, is a single-family lot classified LDR (Low Density Residential) future land use and zoned PUD (Planned Unit Development). The applicant indicates that this portion of the utility easement is being vacated because there are no longer any public utilities located within the easement and it will not have any public utilities in the future. Therefore, the easement no longer serves a public purpose. All utility providers have indicated they have no objection to this abandonment request. Portions of this utility easement on other lots within the PUD have previously been abandoned by the City per the requests of individual homeowners, including the neighbor two (2) lots to the east in 2016. That neighbor has since constructed their pool. The Home Owners Association has no objection to this request and staff recommends approval. How will this affect city programs or services? N/A Fiscal Impact: N/A Alternatives: None recommended. Strategic Plan: Strategic Plan Application: N/A Climate Action: No Climate Action Discussion: N/A Is this a grant? Grant Amount: Page 832 of 909 ATTACHMENTS: Type Description D Ordinance Ordinance approving abandonment of 10 foot utility easement(Cranbrook Drive) D Staff Report Staff Report D Location I\Aap E)diibit A- Location I\Aap D Drawings E)diibit B - Cranbrook PUD Plat D Drawings E)diibit C - Survey / Proposed Pool D Drawings E)diibit D - Sketch & Legal D Letter E)diibit E - HOA Approval Letter Page 833 of 909 1 ORDINANCE NO. 20- 2 3 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING THE ABANDONMENT OF A PORTION 5 OF A TEN (10) FOOT WIDE UTILITY EASEMENT LOCATED AT 6 2735 SW 23P-D CRANBROOK DRIVE, CRANBROOK LAKE 7 ESTATES PUD; AUTHORIZING THE CITY MANAGER TO 8 EXECUTE A DISCLAIMER, WHICH SHALL BE RECORDED 9 WITH THIS ORDINANCE IN THE PUBLIC RECORDS OF PALM 10 BEACH COUNTY, FLORIDA; AND PROVIDING AN EFFECTIVE 11 DATE. 12 13 WHEREAS, David LaMaster, Homeowner and Applicant is requesting abandonment 14 of a utility easement located to the rear of his residence to allow construction of a private 15 swimming pool; and 16 17 WHEREAS,the applicant has indicated there are no longer any public utilities located 18 within the easement and it will not have any public utilities in the future; and 19 20 WHEREAS, the easement no longer serves a public purpose and all utility providers 21 have indicated that they have no objection to this abandonment; and 22 23 WHEREAS, comments have been solicited from the appropriate City Departments, 24 and public hearings have been held before the City Commission on the proposed abandonment; 25 and 26 27 WHEREAS, staff finds that the subject abandonment serves a greater public purpose, 28 and therefore recommends approval of the applicant's request. 29 30 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF 31 THE CITY OF BOYNTON BEACH, FLORIDA THAT: 32 33 Section 1. The foregoing whereas clauses are true and correct and incorporated 34 herein by this reference. 35 36 Section 2. The City Commission of the City of Boynton Beach, Florida, does 37 hereby abandon a portion of a ten (10') foot wide utility easement, located at 2735 SW 23rd 38 Cranbrook Drive, Cranbrook Lake Estates PUD. The property being abandoned is more 39 particularly described as follows: 40 41 COMMENCING AT THE SOUTHEAST CORNER OF LOT 48, BLOCK 2, CRANBROOK LAKE 42 ESTATES,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 33,PAGES 124 43 AND 125 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; THENCE NORTH 44 01°11'25" WEST ALONG THE EAST LINE OF SAID LOT 48, BLOCK 2, THE EAST LINE OF SAID 45 LOT 48,BLOCK 2 IS ASSUMED TO BEAR NORTH 01011'25"WEST AND ALL OTHER BEARINGS 46 ARE RELATIVE THERETO, A DISTANCE OF 105.00 FEET TO THE POINT OF BEGINNING; 47 THENCE SOUTH 88048'35" WEST ALONG THE SOUTHERLY LIMITS OF SAID 10' UTILITY 48 EASEMENT,A DISTANCE OF 15.13 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE {S:\CA\Ordinances\Abandonments\Abandonment of Utility Easement(Cranbrook Drive).docx Page 834 of 909 49 NORTHEAST, HAVING A RADIUS OF 45.00 FEET AND A CENTRAL ANGLE OF 51133'58"; 50 THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND THE SOUTHERLY LIMITS 51 OF SAID 10' UTILITY EASEMENT, AN ARC LENGTH OF 40.50 FEET TO THE INTERSECTION 52 WITH A RADIAL LINE ALSO BEING THE WESTERLY LINE OF SAID LOT 48,BLOCK 2;THENCE 53 NORTH 50022'33" EAST ALONG SAID RADIAL LINE ALSO BEING THE WESTERLY LINE OF 54 SAID LOT 48 BLOCK 2, A DISTANCE OF 10.00 FEET TO THE INTERSECTION WITH CURVE 55 CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 35.00 FEET, A CENTRAL ANGLE OF 56 51033'58"AND SAID CURVE BEING CONCENTRIC TO THE PREVIOUSLY MENTIONED CURVE; 57 THENCE SOUTHEASTERLY ALONG THE ARC OF THE CURVE ALSO BEING ALONG THE 58 NORTHERLY LIMITS OF SAID 10 FOOT WIDE UTILITY EASEMENT,AN ARC LENGTH OF 31.50 59 FEET TO THE POINT OF TANGENCY; THENCE NORTH 88048'35" EAST ALONG THE 60 NORTHERLY LIMITS OF SAID 10 FOOT WIDE UTILITY EASEMENT,A DISTANCE OF 15.13 FEET 61 TO THE INTERSECTION WITH THE EAST LINE OF SAID LOT 48, BLOCK 2; THENCE SOUTH 62 01011'25"EAST ALONG THE EAST LINE OF SAID LOT 48,BLOCK 2,A DISTANCE OF 10.00 FEET 63 TO THE POINT OF BEGINNING. CONTAINING INALL 511 SQUARE FEET OR O.0117ACRES,MORE 64 OR LESS. 65 66 Section 3. The City Manager is hereby authorized and directed to execute the 67 attached Disclaimer and cause the same to be filed,with this Ordinance, in the Public Records 68 of Palm Beach County, Florida. 69 70 Section 4. This Ordinance shall take effect immediately upon passage. 71 72 FIRST READING this day of Au ust 2020. 73 74 SECOND, FINAL READING AND PASSAGE THIS day of , 2020. 75 76 CITY OF BOYNTON BEACH, FLORIDA 77 78 YES NO 79 Mayor— Steven B. Grant 80 81 Vice Mayor— Ty Penserga 82 83 Commissioner—Justin Katz 84 85 Commissioner—Woodrow L. Hay 86 87 Commissioner—Christina L. Romelus 88 89 VOTE 90 91 ATTEST: 92 93 94 Crystal Gibson, MMC 95 City Clerk 96 97 98 (Corporate Seal) {S:\CA\Ordinances\Abandonments\Abandonment of Utility Easement(Cranbrook Drive).docx Page 835 of 909 DISCLAIMER KNOW ALL MEN BY THESE PRESENTS that the City Commission of the City of Boynton Beach, Florida, does hereby abandon a portion of a ten (10') foot wide utility easement, located at 2735 SW 23rd Cranbrook Drive, Cranbrook Lake Estates PUD. The property being abandoned is more particularly described as follows: COMMENCING AT THE SOUTHEAST CORNER OF LOT 48, BLOCK 2, CRANBROOK LAKE ESTATES, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 33, PAGES 124 AND 125 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; THENCE NORTH 01011'25"WEST ALONG THE EAST LINE OF SAID LOT 48,BLOCK 2,THE EAST LINE OF SAID LOT 48,BLOCK 2 IS ASSUMED TO BEAR NORTH 01011'25" WEST AND ALL OTHER BEARINGS ARE RELATIVE THERETO, A DISTANCE OF 105.00 FEET TO THE POINT OF BEGINNING;THENCE SOUTH 88048'35"WEST ALONG THE SOUTHERLY LIMITS OF SAID 10' UTILITY EASEMENT, A DISTANCE OF 15.13 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST,HAVING A RADIUS OF 45.00 FEET AND A CENTRAL ANGLE OF 51033'58"; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND THE SOUTHERLY LIMITS OF SAID 10' UTILITY EASEMENT, AN ARC LENGTH OF 40.50 FEET TO THE INTERSECTION WITH A RADIAL LINE ALSO BEING THE WESTERLY LINE OF SAID LOT 48,BLOCK 2;THENCE NORTH 50022'33"EAST ALONG SAID RADIAL LINE ALSO BEING THE WESTERLY LINE OF SAID LOT 48 BLOCK 2, A DISTANCE OF 10.00 FEET TO THE INTERSECTION WITH CURVE CONCAVE TO THE NORTHEAST,HAVING A RADIUS OF 35.00 FEET, A CENTRAL ANGLE OF 51033'58" AND SAID CURVE BEING CONCENTRIC TO THE PREVIOUSLY MENTIONED CURVE; THENCE SOUTHEASTERLY ALONG THE ARC OF THE CURVE ALSO BEING ALONG THE NORTHERLY LIMITS OF SAID 10 FOOT WIDE UTILITY EASEMENT,AN ARC LENGTH OF 31.50 FEET TO THE POINT OF TANGENCY;THENCE NORTH 88048'35" EAST ALONG THE NORTHERLY LIMITS OF SAID 10 FOOT WIDE UTILITY EASEMENT, A DISTANCE OF 15.13 FEET TO THE INTERSECTION WITH THE EAST LINE OF SAID LOT 48, BLOCK 2; THENCE SOUTH 01011'25" EAST ALONG THE EAST LINE OF SAID LOT 48,BLOCK 2,A DISTANCE OF 10.00 FEET TO THE POINT OF BEGINNING. CONTAINING INALL 511 SQUARE FEET OR 0.0117ACRES, MORE OR LESS. IN WITNESS WHEREOF, the duly authorized officers of the City of Boynton Beach, Florida, have hereunto set their hands and affixed the seal of the City this day of , 2020. CITY OF BOYNTON BEACH, FLORIDA Crystal Gibson, MMC Lori LaVerriere, City Manager City Clerk {S:\CA\Ordinances\Abandonments\Abandonment of Utility Easement(Cranbrook Drive).docx Page 836 of 909 STATE OF FLORIDA ) ) ss: COUNTY OF PALM BEACH ) BEFORE ME, the undersigned authority, personally appeared by means of ❑ physical presence or ❑ online notarization, Lori LaVerriere, City Manager of the City of Boynton Beach, Florida, known to me to be the person described in and who executed the foregoing instrument, and acknowledged the execution thereof to be her free hand and deed as such officer, for the uses and purposes mentioned therein; that she affixed thereto the official seal of said corporation; and that said instrument is the act and deed of said corporation. WITNESS my hand and official seal in the said State and County this day of , 2020. NOTARY PUBLIC, State of Florida My Commission Expires: {S:\CA\Ordinances\Abandonments\Abandonment of Utility Easement(Cranbrook Drive).docx Page 837 of 909 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 20-041 TO: Mayor and City Commission THRU: Ed Breese Planning and Zoning Administrator FROM: Kathleen Hatcher Senior Planner DATE: July 28, 2020 SUBJECT: Abandonment of a portion of a Utility Easement (ABAN 20-008) 2735 SW 23rd Cranbrook Drive, Cranbrook Lake Estates PUD NATURE OF REQUEST David LaMaster,Applicant and Homeowner, is requesting to abandon a portion of a utility easement located to the rear of his residence to allow construction of a private swimming pool. The subject property located at 2735 SW 23 d Cranbrook Drive is a single-family lot classified LDR (Low Density Residential) future land use and zoned PUD (Planned Unit Development), generally located south of Golf Road and west of South Congress Avenue (see Exhibit "A"— Location Map) and is legally described as Lot 48, Block 2 of Cranbrook Lake Estates (see Exhibit "B" — Plat). Abandonment of a portion of a utility easement would allow the homeowner to construct a swimming pool to the rear of his residence (see Exhibit "C" — Survey & Site Plan). The portion of the ten (10)foot-wide utility easement to be abandoned runs in an east-west direction fora distance of 51 feet (the median width of the subject lot at the easement). A sketch and legal description of the portion of the utility easement to be abandoned is attached as Exhibit "D". The applicant indicates that this portion of the utility easement is being vacated because there are no longer any public utilities located within the easement and it will not have any public utilities in the future. Therefore, the easement no longer serves a public purpose. The following is a description of the zoning districts and land uses of the properties that surround the subject request: North: A lake owned and maintained by the Property Owner's Association (POA) as a storage basin for stormwater discharge; South: A private street(SW 23,d Cranbrook Dr.)owned and maintained by the POA, and single-family residences in Cranbrook Lake Estates PUD; East: A single-family residence (2733) in Cranbrook Lake Estates PUD; and, West: A single-family residence (2676) in Cranbrook Lake Estates PUD. Page 838 of 909 Page 2 Memorandum No. PZ 20-041 ABAN 20-008 BACKGROUND The subject easement is a special purpose easement originally platted for the purpose of burying underground utilities. The plat dedicated the easement to the City for utility purposes and Comcast was the only service provider utilizing the easement. The utilities have been relocated out of this portion of the easement. Portions of this utility easement on other lots within the PUD have previously been abandoned by the City per the requests of individual homeowners, including the neighbor two (2) lots to the east in 2016. That neighbor has since constructed their pool. Staff has recommended that the Property Owner's Association pursue a neighborhood-wide abandonment of the utility easement, however their letter states the POA does not have the funds or resources and has no objection to the incremental abandonment of the unused easement(see Exhibit"E"— HOA Letter). ANALYSIS Owners of properties within 400 feet of the subject site were mailed a notice of this request and its respective hearing dates. The applicant has certified that they posted signage and mailed notices in accordance with Ordinance No. 04-007. A summary of the responses from the utility providers follows: CITY DEPARTMENTS/DIVISIONS Engineering - No objection Public Works/Utilities - No objection Planning and Zoning - No objection PUBLIC UTILITY COMPANIES Florida Power and Light - No objection AT & T - No objection with a 4" conduit as connection with UE Florida Public Utilities - No objection Comcast - No objection RECOMMENDATION Staff has determined that the subject portion of the utility easement no longer contains any utilities and that a new easement has been created to meet the utility needs. Based on the above analysis, staff recommends APPROVAL of the applicant's request to abandon this portion of the subject 10-foot wide utility easement. 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S 1 N 83 DRIVE, d 4 BOYNTON BEACH,FLORIDA 33436 A PARCEL OF LAND BEING ALL OF THAT PORTION OF A 10 FOOT WIDE UTILITY EASEMENT WITHIN LOT 43,BLOCK 2, CRANBROOK LAKE ESTATES,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 33,PAGES 124 AND 125,OF THE PUBLIC RECORDS OF PALM BEACH COUNTY,FLORIDA,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF LOT 43,BLOCK 2,CRANBROOK LAKE ESTATES,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 33,PACES 124 AND 125,OF THE PUBLIC RECORDS OF PALM LEACH COUNTY, FLORIDA; THENCE NORTH 01®19'25"WEST ALONG THE EAST LINE OF SAID LOT 48,BLOCK 2,THE EAST LINE OF SAID LOT 409 BLOCK 2 IS ASSUMED TO BEAR.NORTH 01°11'25"NEST AND ALL OTHER BEARINGS ARE RELATIVE THERETO,A DISTANCE OF 105.00 FEET TO THE POINT OF BEGINNING;THENCE SOUTH 8 *45'35"NEST ALONG THE SOUTHERLY LIMITS OF SAID 10'UTILITY EASEMENT, A DISTANCE OF 15.13 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST,HAVING A RADIUS OF 45.00 FEET AND A CENTRAL ANGLE OF 51*33'55";THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND THE SOUTHERLY LIMIT OF SAID 10'UTILITY EASEMENT,AN ARC LENGTH OF 40,50 FEET TO THE INTERSECTION WITH A RADIAL LINE ALSO BEING THE WESTERLY LINE OF SAID LOT 45,BLOCK ;THENCE NORTH 50.22°33"EAST ALONG SAID RADIAL LINE ALSO BEING THE WESTERLY LINE OF SAID LOT 48,BLOCK 2,A DISTANCE OF 10,00 FEET TO THE INTERSECTION WITH CURVE CONCAVE TO THE NORTHEAST,HAVING A RADIUS OF 35,00 FEET,A CENTRAL ANGLE OF 1°33'55"AND SAID CURVE BEING CONCENTRIC TO THE PREVIOUSLY MENTIONED CURVE;THENCE SOUTHEASTERLY ALONG THE ARC OF THE CURVE ALSO BEING ALONG THE NORTHERLY LIMITS OF SAID 10 FOOT WIDE UTILITY EASEMENT,AN ARC LENGTH OF 31.50 FEET TO THE POINT OF TANGENCY; THENCE NORTH 00°45'35"EAST ALONG THE NORTHERLY LIMITS OF SAID 10 FOOT WIDE UTILITY EASEMENT,A DISTANCE O 15.13 FEET TO THE INTERSECTION WITH THE EAST LINE OF SAID LOT 45,BLOCK 2;THENCE SOUTH 01"11'25"EAST ALONG THE EAST LIFE OF SAID LOT 43,BLOCK 2,A DISTANCE OF 10.00 FEET TO THE POINT OF BEGINNING. CONTAINING IN ALL 519 SQUARE FEET OR 0.0117 ACRES,MORE OR LESS. LOT 4 BLOCK2 RADIUS =35.00' CENTRAL ANGLE=51®3358,° ARC LENGTH =31.50' NORTHERLY LIMITS O WESTERLY LINE OF LOT 10"UTILITY EASEMENT 40, BLOCK 2 Z POINT OF 88048,35"e TANGENCY 15.13' A PORTION OFA 10'UTILITY W LO EASEMENT WITHIN LOT 43,BLOCK 511 SQUARE FEET N O ,CRANBROOK LAKE ESTATES, OR 0.0117 AC:RES+/- r C7 PLAT BOOK 33,PAGES 124 AND 125 o RAD IUB=45.00 CD CENTRAL AL _51*33'58®' s �g -_� POINT OF .,..., ACL CT'H 40,50' POINT OF 8 4 3 CURVATURE 15.13' BEGINNING * SOUTHERLY LIMITS OF ° 10'UTILITY EASEMENT LOT EAST LINE OF N o BLOCS 2 LOT 43,BLOCK 2 LO INT OF COMMENCEMENT o ® BLOCK 2 SCALE: 1 =1 �a- SOUTHEAST CORNER OF LOT 48,BLOCK 2,C NBROOK z LAKE ESTATES,PLAT BOOK 33,PAGES 124 AND 125, PUBLIC RECORDS OF PALM BEACH COUNTY,FLORIDA C d 1 PSM 2883 THIS SKETCH IS NOT VALID WITHOUT THE SIGNATURE OF AND RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER PAGE 1 OF 1 f Page 843 of 909 the" estates 1EI RLARE, October e,2019 E: NO OBJECTION Proposed Abandonment of 10'Wide Utility Easement 2735 SW 231d Cranbrook Drive,Boynton Beach,FL 33436 To whom this may concern: The Estates of Silverlake Homeowners'Inc.has no objection to the abandonment of the 10-foot utility easement located in the rear of the property described as 2735 SW 231 Cranbrook Drive,Boynton Beach,FL 33436. The Estates of Sllverlake Homeowners'Association Inc.does not have the funds or the resources to pursue a neighborhood wide abandonment. Please allow MS Giuliana Delgado to proceed with the abandonment proceedings for the construction of a private swimming pool. Sincerely, The Estates of Silverlake Homeowners'Association Inc. Peter Whitaker Vice President and Chair Architectural&Maintenance Review Committee 2506 S.W. Crate rook Drive ® Boyrztom Beach, Florida 33436 - 5611736-5756 Page 844 of 909 9.A. CITY MANAGER'S REPORT 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Discussion and direction by City Commission regarding the reinstallation of the mural at Fire Station#1. Explanation of Request: The City Manager will provide an update on the status of the reinstallation of the mural at Fire Station#1 and the status of the recruitment process for Public Art Manager. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Minutes Minutes from J une 11, 2020 Art Board Meeting D Attachment Copy of Mural as Appro d D Attachment Consent Letter Template Page 845 of 909 MINUTES OF THE ARTS COMMISSION MEETING HELD ON THURSDAY, JUNE 11, 2020, AT 6:30 P.M. GOTOWEBINAR ONLINE MEETING IN BOYNTON BEACH, FLORIDA Topic: Arts Commission Time: June 11, 2020 06:30 PM Eastern Time (US and Canada) Join GoToWebinar: hid :/ J ,r w inar.corTi r gister °1080397904081164 PRESENT: Courtlandt McQuire, Chair Kathryn Matos, Assistant City Manager Marcia Levine, Vice Chair James Cherof, City Attorney Susan Oyer Nicole Blanks, Public Art Assistant Clovis Moodie Jehana Zell Dario Ayala Saddam Silverio Robyn Lorenz, Alternate Martin Klauber, Alternate At 6:30 p.m., John McNally, ITS Director, explained he would be assisting the Arts Commission during the meeting. He explained how the online meeting would proceed and gave instructions on how the general public could participate. Chair McQuire called the meeting to order at 6:33 p.m. I. Self-introductions Self-introductions were made. A quorum was present. II. Agenda Approval Motion Ms. Oyer moved to approve the agenda. Ms. Moodie seconded the motion. The motion unanimously passed. III. Approve Meeting Minutes A. March 12, 2020 minutes B. May 14, 2020 minutes Page 846 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 Ms. Oyer noted there were repetitious sentences in a few places on the May 14th minutes when talking about events members visited. She suggested the Minutes Specialist remove the repetitive statements. Motion Ms. Oyer moved to approve. Ms. Moodie seconded the motion adding the spelling of her last name needed to be corrected on the March minutes. Vice Chair Levine noted a correction to the March minutes under Informational Items on page two: "Acting Chair Levine saw the Havana Club-exhibit" and "The artist James Knill, with exhibit at the Amanda James Gallery." Chair McQuire requested a motion to approve the March Minutes. Ms. Oyer moved to amend her motion to approve the March minutes as amended. Mr.. Klauber seconded the motion. The motion unanimously passed. It was noted the date on the second page header and subsequent pages of the May minutes should be changed from May 14, 2010, to May 14, 2020. Motion Ms. Oyer moved to approve with corrections and edits. Vice Chair Levine seconded the motion. The motion unanimously passed. V. Informational Items from the Board Chair McQuire noted the Fire Station is on the agenda and there would be time to discuss it later if desired. Vice Chair Levine said she had been self-isolating and has been looking at the art online free of charge. Now that the Boynton Beach AIPP started the 20/20/50 program, she has been driving to the sites, looking at the art, taking pictures and posting them online. She commented it was a pleasure to get out of the house. No other comments were received. VI. Announcements/Reports C. 20/20/50 Artists Connect to Community -) : w.bovn-. . Int/artists Chair McQuire noted the 20/20/50 program Connecting Artists to the Community was well received. Twenty artists submitted 18" by 20" pieces of art the City printed on signs 2 Page 847 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 and then placed throughout the City. The program received positive feedback on social media. It was explained the program arose from the COVID-19 culture. Individuals were sequestered indoors and the program was a creative outlet for artists to explore and make a little bit of money. The 20 artists that submitted were paid $50 for each of their work. The program is now in the second phase, known as the 30/30/50 program. Vice Chair Levine agreed. The first program reflected how artists were responding and reacting to COVID. Then Phase I went into effect and restrictions loosened. The second program displayed how artists were going out into the community and how they connected to it. Ms. Coles-Dobay led the way and then Vice Chair Levine and Ann Miller became sponsors of the program. They gave artists buzzwords and when the artist finished their work which was reflective of the word, the City displayed images of the piece on 24" by 18 signs and placed them around the City. She explained they got a greater response with the second program. They have 30 artists and 30 images of their work also displayed throughout the City and the artist got $50. Ms. Blanks, Public Art Assistant, has been placing them. She encouraged all to go see the art, take a picture and post them as they are really terrific. Each artist put a word that was meaningful to them on their art. She announced the program was tremendously received. VII. Project Updates/Approvals A. International Kinetic Art Exhibit & Symposium • Outdoor Kinetic Display • Indoor Kinetic Interactive Chair McQuire explained the above event is an incredible event occurring every two years. The next Symposium will be in February 2021 and they are deep into planning it. The outdoor portion of the symposium is where they rotate work on the Avenue of the Arts with the focus on the pieces being kinetic art. It is the only International Kinetic Art Show in the world. Chair McQuire explained the pieces on the current Avenue of the Arts will be rotated out and the new kinetic ones brought in will remain up for 12 months. The Arts Commission was looking for 11 pieces and received 13 submissions. At the last meeting, the Arts Commission decided to use all 13 of them rather than eliminate any as there are plenty of places around the new City Hall, parks, the Kapok, and the Old Schoolhouse that could accommodate the art. All the artists were to submit their kinetic pieces and he noted the submissions were very high level. He noted they still have to install the pieces, which was forthcoming. The Arts Commission previously used air-conditioned tents for the indoor art pieces, which was also where refreshments were served. Now, the Town Square has the addition of the Cultural Art Center and this is the first time the Arts Commission would show off the new space and artwork to people from all over the world there. Chair McQuire was working with Ms. Blanks on the interior exhibits and estimated there were over 20 artists and some had multiple pieces. He thought it would be a good idea for 3 Page 848 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida Junell, 2020 someone on the Arts Commission to help curate the exhibit and make sure the process is moving forward. He noted the kineticevents.org website was active and there was still time for the Arts Commission to get more artists if the members wanted. The public could suggest artists, but the Arts Commission had to retain the artist, get them situated and determine where the art would be placed. When the members toured the Cultural Center, there were lots of intimate rooms and larger spaces in the theater that could accommodate larger interactive pieces. He hoped that one of the members, in the absence of Ms. Coles-Dobay, cul d help make sure they do not forget anything. Chair McQuire asked if anyone was interested in helping. Ms. Zell explained none of the members could do the job of Ms. Coles-Dobay. She thought the Arts Commission should wait to see what the City was going to do, not they are volunteers and not paid. It was the City's Arts Manager's job to handle what they are being asked about. She thought more information from the City was needed. Mr. Ayala agreed. Ms. Oyer did not mind helping, but none of the members are full-time employees that would be responsible for handling this, but thought if the members could help, the City shouE d send them the website so they can distribute information. The website was Intlkinetic artevent.org. Chair McQuire commented it would only be in the interim it the City was filling the position. He thought it would be a lead role for someone on the Arts Commission to help, but clarified he did not expect anyone to work full time to curate the artwork. Ms. Zell did not want to give the City an excuse to not resolve this matter by filling the void. Mr. Ayala agreed with Ms. Zell from the standpoint of solidarity, as did Ms. Lorenz and Mr. Klauber. Ms. Oyer explained she has a short window where she could help now, but not in August, but if the rest of the members felt like they should wait until the City resolved the employment issue, she was fine with that too. Jim Cherof, City Attorney, explained the Arts Commission did not need a motion. If the item is concluded, they could move to the next item. it McQuire understood they wouI d not elect anyone to help bridge the gap. Ms. Oyer will help a little and Chair McQuire reminded all that the show was getting closer. Ms. Zell agreed, but thought it should be a reminder to the City that the members are a volunteer board that requires the guidance of an arts manager to make the Kinetic Event happen. Mr. Ayala agreed as did Mr. Klauber. Ms. Oyer agreed, but she did not want the event to be an embarrassment. She will help a little in the next few weeks and queried to whom she shouI d direct questions to. Kathryn Matos, Assistant City Manager, explained she shouI d coordinate with Ms. Blanks as the main point person and her. Ms. Oyer agreed the job required a full-time position. Ms. Lorenz had a lot of experience with the event and she agreed to assist Ms. Oyer if needed. B. High Ridge Country Club Public Art 4 Page 849 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 Chair McQuire explained there were permitting issues with this project. The country club contacted the City and said there will be a delay of a month or more. The Arts Commission will find out what the permitting issues are and Ms. Blanks will follow up on it and apprise the Board. D. Taco Bell mural concept for review The members viewed the Taco Bell concept. Chair McQuire explained the artist was shortlisted and concepts were presented to a committee by representatives of Taco Bell that came from corporate, the franchise and a representative from the Commission. Feedback was given and this was the concept that was given. Vice Chair Levine explained there was a call to artists issued and Ms. Coles-Dobay had requested a member from the Arts Commission attend the Selection Committee and she was selected. She explained a very long list of artists responded to the lengthy and complex call to artists with very interesting requisites required by Taco Bell and the Boynton community. Artist Gregory Dirr was shortlisted and was the clear winner and he is currently working with Taco Bell to finesse the RFP. Vice Chair Levine explained the art will be used on the drive through and had to be engaging. They call it their Eternal 25-year old. It had to be sort of social media exciting and represent a youthful Boynton as culturally aware, new, historic and Taco Bell. Mr. Dirr is working with Taco Bell local and corporate and they are waiting on the piece. She advised the work is in the initial stages, and it was supposed to be brought before the Arts Commission tonight. The members viewed Mr. Dirr's submission and announced this piece was not the final piece. Vice Chair Levine explained there were many changes that had to be made right off the bat, but in concept, this was the artist Taco Bell felt they could work with to realize their vision of the Taco Bell theme, corporate, brand image and Boynton Beach brand image. Mr. Klauber commented he was a former Copyright Examiner for the Library of Congress and had concerns regarding the notion on the lower right-hand corner as it was not a legal copyright note. Ms. Zell thought when they accept the piece, they will copyright the image. Ms. Oyer questioned what elements spoke to Boynton Beach. She saw a wave and a hot sun and asked where the sailfish, water tower and historic images were. She did not see anything that said Boynton Beach to her. She loved the colors and wanted to see Boynton Beach elements added. Ms. Levine will convey the comments to the team. Ms. Oyer thought the Women's Club, City Hall, Cultural Center could be used or even Bethesda Hospital could be incorporated. Chair McQuire noted they are not restricted to making iconic or general suggestions. Ms. Moodie asked about the timeline for the project. Chair McQuire thought it would be nine months to a year away as Taco Bell is not close to even opening. Ms. Moodie was concerned with the timeline noting the artist design deadline was for June 11 th and there would be Arts Commission approval on May 14th . Chair McQuire explained the Arts Commission will see the artwork and the final before it is installed. Ms. Moodie noted it did not say that as it said installation is 5 Page 850 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 June 15th to the 25th and final approval is July 8th. Vice Chair Levine did not have the timeline in front of her, but explained because of the Taco Bell construction, Ms. Coles- Dobay's timeline was off, and the last time they met, the correct timeline was the presentation of this artwork, so all of the dates of the next presentation pieces were skewed. This date for this presentation to the Arts Commission was correct. Now Mr. Dirr goes back to Taco Bell Corporate and they will work on it together. She did not have the exact date of what the exact piece is from here on in but would work with Ms. Blanks to see how close they are to those dates. Ms. Moodie was concerned about the time line and about the next check in before the installation. If they are making suggestions for changes they would want to look at the changes before moving forward. Ms. Oyer explained the process in the past, is to give approval of the beginning concept, then nothing until after it is up. She agreed with Ms. Moodie to have an intermediary step. She drives by the Taco Bell and agreed it was nowhere ready and they were safe on the timing, but they need a more final version and then final version before it is installed. Motion Ms. Oyer moved to approve the piece to go forward with the Arts Commission seeing a revised more final version as a next step and a final version before installation at whatever time is appropriate. Mr. Ayala seconded the motion for the intermediary step. Ms. Zell requested clarification they want to see the revised addition before it goes forward. Ms. Oyer explained it was in her motion to have two intermediary reviews. Chair McQuire clarified there are two stages: first, what is the revision to this particular artwork going for approval and final and then before installation they want to see it again and where it is going and all of the details. The motion unanimously passed. E. Art exhibits for Cultural Center This item was discussed earlier in the meeting with the International Kinetic Art Event. VIII. New Business A. Fire Station #1 "Heartbeat" Installation Chair McQuire explained he wanted to review the steps so all would be up-to-date to this point in time. He reminded the members of the Arts Commission their role is to approve the art as it was originally approved by the Arts Commission in November and to go back to it to and perhaps make alterations to it. He emphasized the Arts Commission needs to focus on the issue as it is pressing and needs to be resolved as soon as possible. Chair McQuire commented the art came before the Arts Commission in November and the Arts Commission gave its approval of the original artwork A visual of the artwork approved in November was viewed Chair McQuire commented changes were made 6 Page 851 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 outside of the Board's approval and were not known to the members of the Arts Commission or him, and the City took action. Chair McQuire said he understands what occurred and they were meeting to replace the mural. Another important initiative the Arts Commission wanted to impart to the community was to preserve the integrity of the Arts Commission. He noted the members work very hard. They are volunteers and it is a time-consuming and important position to hold. They did not want the Arts Commission's image to be tarnished. He noted in a post by the City Manager, it was mentioned that there was a June 15th deadline to replace the mural. He pointed out they are not tied to a June 15th deadline and the Arts Commission could take more or less time. Chair McQuire noted the Arts Commission had options such as: • Approve the artwork as it was seen by the Arts Commission in November, which could be produced very quickly. • Propose an entirely new piece of art from a new or the same artist. • Issue another Request for Proposal. Chair McQuire advised the members will have two minutes to speak and after the comments are made, the Arts Commission will have a clear direction of what they need to do that is in the best interest of the City, community and the fire station. He noted time stamps that occurred and announced on June 4th at 9 p.m. a statement put on the City's Facebook page mentioning the Arts Commission approved the design of this public art display that honors the contributions of Fire Department employees. Town Square is coming to fruition and Fire Station One is the first building to open so it was important the art be correct. Changes were made to the artwork thereafter and that is why the City Manager wanted it done by June 15tH Thereafter a video came in discussing the details of the modification that were made. Individuals were modified in the artwork so they would not be identified. This shocked many for good reason and the mural was removed almost immediately. A heartfelt apology was given. On June 6tH, the City issued a statement on Facebook indicating the City Manager finished a preliminary investigation about inappropriate decisions made by city employees regarding the mural, which was removed at Fire Station One. The decision to alter the artwork that was approved by the Arts Commission was wrong and disrespectful to the community. Chair McQuire commented clearly, the decision to alter the art happened without the Arts Commission's understanding and knowledge. He believed that was understood by everyone in the City and he wanted to ensure the community understood it as well. Chair McQuire also noted there was a WPTV Chanel 5 segment with Mayor Grant where he mentioned the advisory board may have made the recommendation, which was why he was discussing the integrity of the Arts Commission and why he wanted this addressed and prioritized. He advised what occurred happened outside the Arts Commission's sphere of influence and it should not have happened. 7 Page 852 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 Ms. Zell commented, although she was disappointed the way the issue was handled and the Arts Commission was not involved at all, she wanted to, if possible, revert back to the original artwork as they commissioned, being representative of various members of the EMS and Fire Department. They commissioned an artist to go forward and the Arts Commission was happy with it. She reiterated the simplest path is to continue with the original artwork and she would like a motion to do that. Ms. Oyer commented she was absent at the November meeting, but was there for the May meeting, when they discussed the initial concept. She considers Chief Joseph a friend and was upset he was removed. Now that she sees the final concept, she pointed out there was a big spot on the upper left panel that something could be added too and she agreed with Ms. Zell's comments to return to the original approved piece, as long as Chief Joseph and Deputy Chief Clemons were depicted. She thought the Arts Commission needed to look more closely at the process and did not think the public or the City Commission was aware the Arts Commission is brought in on an initial basic concept. If approved, they do not usually see it again until after it's installed. She thought the Arts Commission needed intermediate steps and approvals. She recalled the Arts Commission initially discussed the piece for hours and Chief Joseph was not entirely happy. She did not think the art work needed to go before the City Commission and it needed to stay with the Arts Commission with the additional processes. She supported putting a process in place noting if the Arts Commission was afforded final approval before installation, the issue would have been avoided because they would have noticed something was done that was not right. She was fine with the piece with the Chief and Deputy Fire Chief included as it is the City's history, Fire Department history and wanted them depicted in the final version. Ms. Moodie said she was not at the May meeting, because the meeting was moved up a week and she had a prior commitment. She recalled at the November presentation she made a specific request that was reflected in the minutes, she wanted the culture and ethnicities in Boynton Beach represented in the final version. She was very surprised when she learned through Facebook that the design changed in that manner. She looked at the Call to Artists for the project and part of it was about preserving the Fire Department's culture, community relationships, and pride of the individuals that contributed to the Fire Department. To her, what was reflected in the final piece was contradictory to what the Arts Commission agreed to in November. She recommended going back to the original with the individuals who were defaced or left out, and include them. She also thought the Arts Commission should honor the Call to Artists that was issued, establish new timelines, the members be kept up-to-date and the Arts Commission have the opportunity to look at a version of the final product before it was installed. Vice Chair Levine had no comments. Mr. Ayala agreed with Ms. Moodie's comments. He remembered when Ms. Coles- Dobay gave a tour of the City Hall Building and Ms. Moodie mentioned inclusion and 8 Page 853 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 diversity. He thought enough time was spent in November on the original piece and he supported going with the original and adding a quote or word or two to the mural, mentioning history or having some way to send a positive message through one or two words alluding to what happened to serve as a light. Chair McQuire opened public comment. Mayor Steven Grant, 2501 SW 11th Court, thanked the Arts Commission for their efforts. He noted Chair McQuire's prior statement about the advisory board and commented the statement was not for any of the advisory boards; it is more for City staff to talk about racial insensitivity. Mayor Grant made comments to the press and others regarding this and the Arts Commission spoke about how the approved depiction of the Heartbeat of the Community was changed subsequently. He was unaware of the preliminary investigation and he does not know the whys or the how's. He was listening to the Arts Commission as the public about Public Art and the City being a developer; the Arts Commission has a dual role to ensure what the City selected is what is reflected in the City. No one else came forward, but at the request of Mr. Ayala, public comment remained open. Chair McQuire commented there was clear unity that the Arts Commission wants to use what was originally approved, before it was changed without their knowledge. He asked if anyone wanted to make a motion. Motion Ms. Oyer motioned to move forward with the piece, but reverting back to the official, approved version of the art from November, taking into considerations the artist may have from listening to the Arts Commission members speak. Mr. Ayala seconded the motion. Mr. Klauber wanted to amend the motion: Chair McQuire called for a vote. Ms. Oyer commented the members had to listen to Mr. Klauber's comments. Attorney Cherof explained there will be a motion to amend. If there is a second to the motion to amend it will be discussed first and then a vote on the motion. If the motion passed, it would then go back to the main motion as amended. Ms. Oyer seconded for discussion. Mr. Klauber explained his motion had to do with what Ms. Moodie said, as it is important and critical. The motion had to be amended to specifically include the two figures that she described be added to the original so that it is very clear it (the finished product) was not what the Arts Commission originally approved that was before the members. There are specific changes that should be very clear to everyone. 9 Page 854 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 Attorney Cherof explained it is included in the main motion. Ms. Oyer rescinded her second. There was a roll call vote on the original motion. Ms. Zell asked for the motion to be repeated. The Minutes Specialist repeated the motion as moving forward using the initial version approved in November. Ms. Zell and Vice Chair Levine voted in the affirmative. Ms. Moodie was unclear of the motion because she did not know if the version approved in November included Chief Joseph. Ms. Oyer responded it did. Ms. Oyer, Mr. Ayala, Mr. Silverio and Chair McQuire all voted in the affirmative. The motion passed 7-0. Ms. Moodie wanted to include that the Arts Commission, or someone from the Arts Commission have a look at the final concept before it is installed. Ms. Oyer commented it was in her motion. Kathryn Matos, Assistant City Manager, commented they may need to get permission from the people that are depicted in the picture. She understood Chief Joseph may not have wanted to be in the picture, but it was something they may need to confirm and obtain approval. It raised the question of do they want to make sure everyone represented would give approval. She reached out to the artist at the beginning of the week and had not heard back. She was unsure she was amenable to making changes. Chair McQuire said he spoke with the artist yesterday and asked if she would be willing to recreate the original art as it was approved in November and if she was still interested in participating and she indicated to him she was. Chair McQuire requested confirmation they needed to obtain permission from about 40 people. Attorney Cherof commented he was looking at a small image of the art and he did not know who would be identifiable and who was not, but he thought it would be a good idea to contact individuals who were clearly identifiable in the picture, who they can contact, and see if they would provide a consent. He thought it may be, due to the controversy surrounding the mural, there are people who may no longer be interested. He noted the Arts Commission has passed its motion, the administration will move it forward and ensure all the legal requirements are met, and if there are any issues with it, the matter would be returned to the Arts Commission. He concluded the Arts Commission's work is done and it is now up to the administration to move it forward legally. IX. Unfinished Business A. City Hall Lobby art update 10 Page 855 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 Chair McQuire noted the City Hall Lobby art will be installed in the near future and inspections are ongoing. All of the art was approved, created and prepared from the photographer in black and white of natural flora and fauna in the City and abstract pieces, which the Arts Commission members had seen. He anticipated the art should be installed within 30 days. Ms. Oyer explained at the last meeting they looked at the two abstract pieces and each time they came up, there were individuals that took exception to it. She explained it was discussed at the last three meetings. She asked if they would see the final pieces. Chair McQuire recalled it being discussed, but not that they did not want them installed. He advised the pieces are approved and they can look into this with Ms. Blanks and Ms. Matos and find out what, if anything is different with those two pieces and put it on at the next agenda. Motion Ms. Oyer moved to add the two abstract pieces to the next agenda because each time she has seen them, they look different each time. She noted Mr. Klauber and Mr. Ayala questioned it as well. Mr. Ayala recalled, but advised he did not feel that strongly about it. The motion died for lack of a second. Installation will continue as scheduled and Chair McQuire will apprise all of the installation dates. B. Police Department Lobby art update Chair McQuire noted the item should say Police Department Plaza and installation is set for July 17th and was The Building of Community by BJ Krivanek (and Joel Breaux) of Art Plus Design. The art would greet police station visitors and was interactive in terms of pedestrian walking. There are five free-form panels etched with words. The words the members viewed were not the words that would be used, and he requested Ms. Blanks see that the words are selected in collaboration with community members and police staff. The art would showcase the community and how the police will act in a positive way. The words were professionalism, dignity, integrity, transparency, leadership, safety, honesty, excellence, serve and protect, well-being, dedication, fairness, respect, and wisdom and community. It was noted this art was approved long ago. Vice Chair Levine commented as much as she appreciated Chair McQuire trying to fill the members in, it was not their role. Ms. Coles-Dobay was the Public Art Manager. She did not see how they could move forward with it as Unfinished Business without Ms. Coles-Dobay's direction or better information. Ms. Oyer thought it was a beautiful, stunning piece and was looking forward to seeing it. Ms. Zell inquired, given the current climate, if they could add the word Inclusion. She thought it was a good idea, but she did not know what word should be sacrificed. Mr. Ayala agreed. Ms. Oyer thought the words may already be done. Ms. Zell reiterated if not all the words were etched, there may be an opportunity to change the word to something that is a bit more mindful considering the current political climate. Chair McQuire agreed they were all unclear as to the level of production the art was at. The Arts Commission knows the installation is over a month away and requested a 11 Page 856 of 909 Meeting Minutes Arts Commission Boynton Beach, Florida June 11, 2020 motion to do some discovery. She thought Ms. Blanks or Ms. Matos should handle the task. Mr. Ayala commented the Arts Commission was at a disconnect as they had always relied on Ms. Coles-Dobay for direction and clear information and the members did not have 100% information on the status of the project. He moved to put it in the record so when the minutes are reviewed by the other parties making decisions about Ms. Coles-Dobay's replacement or if she is reinstated, they would listen to what the Arts Commission members were saying, because there is a disconnect and the disconnect is Ms. Coles-Dobay's absence. Chair McQuire explained the artwork was already voted on and approved. The Arts Commission does know what it will look like. This item was a refresher. He supported Ms. Oyer's recommendation for discovery to be handled by Ms. Blanks and Ms. Matos. Chair McQuire pointed out the comments were noted. The members would be provided with the information and go from there. X. Future Business None. XI. Adjournment Chair McQuire thought this was a productive meeting and the members were looking forward to having the meeting and doing the right thing by the City. He thanked all for coming. Motion There being no further business, Ms. Moodie moved to adjourn. Mr. Ayala seconded the motion. The motion unanimously passed. The meeting was adjourned at 7:59 p.m. Catherine Cherry Minutes Specialist 12 Page 857 of 909 fp4 ! t 11 VA, 4 14 �h lh { � A n r S !{ I ( 1 I I , r a, P do SEMI tn: �r IR I M^ 1� f i �4 1 � s a i � 4 u r n, T.he CItJ OI&JI1 ton Bea ch 3302 QUA-ZVW"I BO ULL+VARD P.O. BOX 310 BOYNTONBEACU, FLORIDA 33426-0310 + OFFICE: (561)742-6757 TT'TT'TT'.BOYNTON--BEACU OR 0 June 23, 2020 Name Street Address City, State, ZIP Dear Attached is a copy of"Community Heartbeat", a mural commissioned by the City and designed by local artist Lynn Doyal. The mural, which will be displayed in the windows at the City's new Fire Station#1, depicts the history and accomplishments of the City's fire rescue department.Your image is one of the many used in the art work. The City would greatly appreciate you consenting to your image being used in this manner by signing a copy of this letter and returning it to the City Manager's office. A stamped and addressed return envelope is included for your convenience. Sincerely, Nicole Blanks Public Art Assistant I consent to the use of my image in the manner described above. Signature Date Printed Name AMERICA'S GAWEWA Y TO THE G ULI'STREAM Page 859 of 909 10.A. UNFINISHED BUSINESS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Continuation of Commission review of Town Square private development status. Explanation of Request: At the July 21, 2020 City Commission meeting, the Commission was provided an update of the status of the parking garage and residential components of the Town Square project. Verbatim minutes of that portion of the City Commission meeting are attached. John Markey of J M K Developers, the developer of the private sector of Town Square advised the City Commission that J KM cannot meet the contractual deadlines for completion of the parking garages. See minutes 1:12:09. Mr. Markey requested that the City Commission: 1. Instruct city staff to open negotiations with him to pursue bank financing and have the City sign as a co- guarantor. See minutes 1:06:22; and 2. Instruct staff and Michael Simon, the CRA Director, to start a conversation about how TIF financing could be provided to fund improvements. See minutes 1:07:49 3. Encourage the City Attorney to work with Mr. Markey's attorney in "cleaning up" easements on the existing parcels. See minutes 1:10:27 Members of the Commission requested a briefing from the City Manager and City Attorney prior to continuing their discussions and consideration of Mr. Markey's request. All members of the commission have now been personally briefed. The City Manager and the City Attorney are requesting direction from the City Commission on how to proceed in response to Mr. Markey's requests. How will this affect city programs or services? n/a Fiscal Impact: none Alternatives: Delay Commission review Strategic Plan: Strategic Plan Application: Page 860 of 909 Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description Draft excerpt of the Minutes from the July 21 D Minutes 2020 City Commission meeting Markey presentation and discussion D Attachment Para grap ghs 6 thru 8 of the Developers Agreement with J KKA BTS Capital, LLC D Other Town Square Parcel Photo Page 861 of 909 30:46 Mayor Grant: OK, and if there's no more further comments or questions, we'll move on to our third announcements, which is, at present an update on the Town Square project. 31:01 Colin Groff: So Mayor and Commissioners, Colin Groff, Assistant City Manager, I'm glad to bring you this update of Our Town Square project. I'm going to start off with what we did today. You know, we did our ribbon cutting of our new building on our 100th anniversary of this city being founded. So, the city was founded in an older building and now we're in a new building on the hundred year anniversary and this is a 100 year building, so, if anybody is going to be around 200 years, I'll still be looking at this building. I don't think many of us will be, But who knows? What I did was say, so the building is operational. As you know, staff isn't staff is working. It's open to the public to conduct business in the building. It is limited services because of our emergency orders and limited amount of people that are coming into the building. The mayor did bring up the cafe, you know. The building is still under. The punch list items are still being completed, the item. two of the items in the building that we're in the process of going through a vendor selection is for the cafe that's in the building and for the incubator space in the building. So, both of those will be bringing you information on as we develop it, to, to find vendors for those spaces. We really needed to wait until the building was opened before we did that, because most of the people, we talked to, said, they wanted to see the building finished. They just, they looked at the plant and they really wanted to see the finished product, and the people walking through it now are just amazed. It's going to be a great place for business, because there is a lot of walk through traffic. Next slide. 32:32 We will get, there We go. I'm just gonna go through real quick, all of the projects in Town Square, and then I'll open up for questions, and then we're going to have Mark Hefferin, E21- follow 2Lfollow me. And then John Markey, the private developer up with JKM Development. So, our district energy facilities, the plan is complete and operational. Right now all of the buildings in the town square are using chilled water to cool them and as you all found out in the budget meeting, that this is going to save us quite a bit of money on our electric bill. So in the long run, this is, this is a great new utility for the, for the, for the city, and as we add customers to become, it, will become profitable to the fire station. One, as you all aware, it is occupied, It's operational, They're serving their, their area, it's fully occupied. There's a couple of minor punch list items that need to be completed, that, they're still working on and they'll be completed within two weeks. But the firefighter during the building and using it, the police station, the police station is also occupied and operational although it's not open for the public yet, it's operating under a temporary certificate of occupancy. 1 Page 862 of 909 33:39 There's there they are Verisign. There's a substantial completion punch list for that building and the contractors working through them. They started off with, I don't know, 100 pages, and you're down to about 5 or 6. So they're getting knocked off as we go through the building. It's a fairly large building. City hall is in the same boat. It's fairly large buildings. So there's a lot of issues. Once you move in and you find things that need to be fixed, and the contractor is doing a good job, getting them fixed, we should have that final completion. We're hoping sooner than 45 days, but within 45 days. And then, you know, we will have it open for the public to do business there at the police station. A cultural center, again, that's the old high school. It's substantial complete. And it has been staff is going to be occupying the building under a temporary certificate of occupancy for a little while longer. Whether it's a couple minor issues to be solved, this is a historic building. So when you're building in a historic building, it's, you run across things that you have to actually solve once you get to them, and that's what we're in the middle of right now. But the building's gorgeous, and we really can't open it to the public anyways, because the type of classes, and all of that, there'll be in the building. We really need to wait a little bit before we can do those. So I'm sure we're going to have a great ribbon cutting for that building when it's ready. Next slide. 34:57 Alright, the infrastructure, all of the infrastructure, all the underground, as you saw in the first picture, all the underground utilities of stormwater, the hardscape ;sidewalks, the lighting, everything that the city was going to do is complete. We have paid all the roads except southeast first, southeast Second Avenue in southeast First Street, those.Those had the first lift of asphalt, mean the first layer of asphalt down with the second layer is not, that's why. When you drive down those roads, that might be a little bit bumpy. And the reason is, is there's going to be private construction going on. And they have a tendency to tear up roads a little bit. So we're going to wait for the second lift until that construction the heavy part of that construction gets, has finished. And we'll hopefully get an update on that later on. On this update. 35:40 The town square parks we don't have names for yet. We will be doing that through our naming campaign into some other things, but I'm giving you the generic names right now. So hopefully nobody inherits these and just start calling of this. Because that's what we seem to do with park, somebody uses a name and then all of a sudden it's the name of the part. These are not the names of the parks, are just the area. So the central green, which is the one where the data is, is that everything's in.The final grading is underway vinyl siding landscaping will happen after the aggregator and the Kids Adventure Park, which is the stuff on the north side of ocean. Again, all the hardscape complete equipments, received. And as you saw today, a lot of the equipment is being installed. It's about 45 days out, before all of the equipment installed, and the surface is down, and it's ready to be open for play. We are looking forward to that because we see kids coming by every day and they're just ruling to try to get all the equipment. We had actually a mother lost lost a couple of kids today who got out and got 2 Page 863 of 909 through the fence and got onto one of the pieces of equipment. So we had to get over there and kind of gently help them off and help them out of the fence, but they sure had fun for the five minutes that were on it. So, it was pretty date, the public art. 36:47 We have a lot of public art coming back into the square, and that, that's all being delivered now and being installed. Some of this is the stuff that was already there that was removed and being put back. And, again, the one public art piece, that it's new to the project gets up. Second one is going to be installed in the next 30 to 40 days. Amputate, or if you could see it today, the structure is complete. Waiting on final stucco and painting. Electrical and a B is still under construction and again it should be complete in 45 days or less. It will be complete. It might be actually led to the next slide. So, the overall, we have this, all the cities provided all the utilities and infrastructure for the private parcels, we've completed all that in December 2019. 37:31 Jake, him, you've seen a picture later they have provided, because the garages aren't finished, they provided the temporary parking. It was finished on time for the opening of City Hall. There's a couple little things that they're finishing up, were in contact with them on a daily basis, and they are finishing those up. A couple of the items got delayed due to some rain and some of the research. That, Debbie, Debbie has got to do your phone. I get here. I think their microphone started working. It wasn't working at the beginning of the meeting. I think it started working, and they forgot the muted, Anyways. 38:07 So, we do have some temporary parking easements that we've agreed to sign with, JKM,They are approved by the city AndI think that,Jackie, I'm waiting on somebody on their site to review it and approve it And they'll be signed. We do, the South Garage. Building permit was approved in September of Last year, It's sitting there waiting to go as soon as their garage is ready to go.South building at the South,Apartment building, the application was filed last year in October. There were some comments sent in January, we they read the developer resubmitted that Kim Resubmitted and June, and that review is underway, and we're working directly with their architecture and some comments and things to make sure we get that out as soon as possible to them. 38:52 And we have some contractual completion date of June fifth, 2020, 1, for the South Garage and December, fifth, 2021 for the North garage. So, that's the latest date. So, we're going to be, hopefully, we'll hear a little update on that later on, but that's one of the issues we're working on is we do need these garages to make this downtown fully functional. So, Parcel one, that, no, that's really the covering all of the parcel 2, 3 and 7, which is owned by A J can developers. And, their subsidiaries parcel? one is still city on. That's the corner of Boynton Beach Boulevard and Seacrest. The plan is E to Our real estate solutions, is ready to close purchase that property and close on it. There's a couple of outstanding issues that they need 3 Page 864 of 909 salt. one is, is they need some parking guarantees. To make sure that there's parking for that site that's going to be available. So, when that occurs, they're ready to close on that and start construction. So, their holdup is really again on the garages right now but hopefully we can work through those. Next slide. 39:55 So I'm just going to show you a couple pictures of the parcels. We just talked about this to the south parcel ready to go. It's fenced, you, see some. This was from 4 or 5 days ago. There are still some construction vehicles being parked on it through through an easement that's there. Those are almost gone, we don't really need that parking anymore, because the contractors are almost finished. Next slide. 40:19 So, this is the temporary parking, as you saw, it was constructed and parcel to the North Garage is where the North garage goes and the North Apartments. Of course, we know the apartments in North garages a later project, and the South guards in the South. That site is ready, and then parcel one is the foresight. Again, it's, it's ready to go,to there were some excess start leftover from the parking lot of development. And so, Haskell, work with J Kiev and Haskell had a had a person that wanted that dirt needed it So we're able to get the dirt off the site that was generated on site. Actually, no cost to the developer. So I think that worked out.That's a great example of teamwork that we have on the project. Next slide. 41:07 So with that, I'm going to end with and see if anybody has any questions on the city portion or anything else that I can answer. And then I'm going to turn it over to Mark Hefferin, who's going to You see,he has a short update on what he's planning on parcel one, and then we'll turn it over to John Markey on his parcels. I wanted to end with just an overall picture of the site, and the parcel numbers, because I always talk about parcel numbers, and most people don't know where they are. 41:30 Mayor Grant: Thank you. Colin. I'm going to just run through the city commission and see if they have any questions. Commissioner Romelus, would you like to begin? 41:40 Commissioner Romelus: Yes, my only question is, more, so maybe this is Lori question, but just where are we with the Naming Rights campaign? How's that come along? Are we getting good feedback? How's that going? 4 Page 865 of 909 41:51 Lori LaVerriere: It's called, quite frankly, we kinda stopped it during COVID because it really wasn't a time, and stopped paying a consultant and she, we peel back on that while. It was not a time to be making any asks. I just spoke with Charlotte last week and her and Suzanne are, there ramping backup now. We've had some communications with Harvey Oyer, he's working on send up potential leads for us for the Adventure Park, and she has some leads. So now she's reaching back out and going, going to start again? 42:23 Commissioner Romelus: Did we do not make any progress Before we stopped? Was there anything the front? I think, Lori LaVerriere: Well, we had the donation from the Friends of the Library, which was a substantial donation. And I think that's really it on the larger gifts. At this point. I know. And;I don't have details, but I know Mark Hefferin has been working with has reached out already to all of the contractors and subcontractors on the job too. To participate. And I really, I anticipate they will. So now we're just kind of comfortable having the conversation again, as even though COVID it hasn't gone away and people are still having a hard time, we're modifying the approach softening it, but ramping backup. I'll, hopefully, I'll have something, I'll try to report to you in another month or so. I think we need, at least, that much time to see what the feel is, that people are going to be responsive. Commissioner Romelus: OK, thank you for the updates. 43:16 Mayor Grant: All right. Vice Mayor, do you have any questions or comments? 43:21 Vice Mayor Penserga: Not right now. I think I'll wait for the developers to come on. 43:26 Mayor Grant: All right. Commissioner Hay or Commissioner Katz? 5 Page 866 of 909 Commissioner Hay: Well, I guess a question for Lori. You're talking about all the art that go on in place. And there's still some more to go in. Can you give us kind of a status of where we stand as, the looking pretty good for a new director? Or how's that going? 43:53 Lori LaVerriere: Oh, we have received, probably. And I think, did. I hope I sent it out to you. I think May, perhaps past couple of days, I've sent an e-mail out just giving you a little update. We have received well over 100 applications for the job. I believe interviews are going to be happening next week for the public art manager. The art install, as far as town square goes, we have probably over the next column, would you say, 60 days? we should be getting most of it in town hall. We have a big install but still go outside right. Outside the courtyard, in the front of city hall. Yeah, I don't know. 44:30 Colin Groff: Yeah, there's 9 or 10 pieces that we already own that have to be installed outside, right?There's a whole selection of art that was inside our old buildings. That's going to be re- installed in the new building. And then there's several more new pieces that go into the lobby in the next 60 days. I believe all ofthemwill be, and in the next 60 days, the last one that will be put in is the large art that goes in the lobby above the, all of the front storefronts, looking out over the green. I think that's going to be the longest lead time to get that in, but I think within 60 days at all should be it. 45:04 Lori LaVerriere: That's for the town, literally down the Town Square, Commission, or not, The firehouse that are kind of running on a separate schedule and, um, I don't have a timeline on that yet. I know the, the Arts Commission is still working on that. 45:20 Commissioner Hay: Got you. Thank you. 45:24 Mayor Grant: Commissioner Katz. 6 Page 867 of 909 45:26 Commissioner Katz: No questions at this time for staff. Mayor Grant: Alright. Question I have, I guess, is the RFP for the vendors, for the cafe and the incubator. When do we feel that those are going to go out? 45:40 Colin Groff: So, that's a great question. So we've been working with, if, you know, as you're aware, part of our development team master development team that we selected. We did also select the Commercial Broker, which is a this and young, very well known breaker. We've been working with Keith O'Donnell who's the lead for the last couple of months developing the RFP is getting the end, know? Develop the RFP is we figured out what we want, and we gave it to him. He went out to the market pulmonary, and said, OK, if this comes out, it, would there be any interest? He's had some interests coming back, so there is interest. Definitely interest in the space. So now we're gonna finalize that, and then we're gonna go,back out to the market. And when that comes back end, we're still working on the final process, how that goes. But we would definitely keep everybody informed as we go through that process. My goal is to have something out in the next 30 to 45 days. That's out in the market. This type of market doesn't take a long time to select, because, again, most of the vendors that would be interested have already been notified that something's corning and we do have some local vendors, and they, We've been there all on the list. I know there's several local restaurants that are very interested,in expanding. And we've contacted them all, they're all on the list. They'll all be. We definitely want them to propose on this space. So, I'm hoping to have the RFP out within 30 to 45 days. We will let you know in an update, soon, as it's out. Mayor Grant: Appreciate that. So I was hoping for, I've had a couple of restaurants tours asked me about the different cafe spaces. For the,was it the civic center and the city hall? So, the district energy plant, one of the concerns and thoughts that came to my head, is, regarding the air exchange. Know, I've heard certain buildings where the intake of the air conditioning unit, if someone had COVID-19, that they didn't have maybe a UVC or some sort of high-end filter that the virus was able to get through the air duct system And I just wanted to if you have any information regarding that regarding the chilled air? 7 Page 868 of 909 47:48 Colin Groff: Yeah, absolutely. So the chilled water plant is a closed circuit so that doesn't have anything to do with that. That's that's something that happens inside the building.The air is pulled in from return docs, and then it's cold, and it's pushed back out into the offices. We do have a fairly high level filtration system on our air system, but we do not have the UV or ozone treatment for viruses. When we designed the building, this wasn't to be perfectly honest with. It wasn't a thought. Even though we practiced and we knew we had pandemics in our emergency plan, it was a nobody's really vision. With that said, we design space to add that equipment. It is something that we did not propose in this next year's budget, But, that's because, again, we were doing the budget in February, and we weren't. We weren't quite there yet. So, it is something that we talked about internally with my staff, with our facilities. There is, there is room. The question is is what does that cost?All the buildings have the ability, the new building have the ability to put something in like that once we bring something back. So, I think it's really: it's something that we have to internally Look at and determine, what does that cost? What is the best type of systems, Because there are many different types out there, and is it something we want to invest in? And, And if it is, then we'll figure out a way to do it. 49:03 Mayor Grant: Now, we're at the City commission, because I'd like that information, you know, at next meeting, especially because we have not finalized the budget. This is something that, whether it be the flu, whether it be the common cold. We understand that the sick time associated with someone getting a disease is great, and that's kind of why we have the clinic, and so if we are able to do you know, help reduce the virus or viral air exchange, that's something that I definitely would like to know.The reason ability of that before we finalize the budget. And and the the, I think, also, in regards to the naming rights, is that information out to the public, or is it only through our marketer? So it's like that information out on the City's website of how to do any sort of naming rights or for the public to be made aware of. 50:16 Lori LaVerriere: Not absolutely yet. Eleanor? Eleanor Krusell: It's on our website We have a tab for that under our Town square tab on our website so we'll look to update that. Look at that tomorrow Mayor and commissioners and see what we need to make it more present and maybe.... 8 Page 869 of 909 Mayor Grant: I think if we just do a Facebook post or a social media posts regarding and I think that would helps with some interest as well. 50:46 Eleanor Krusell: Great. We'll do that. Thank you. 50:50 Mayor Grant: And Lori. Did you have anything? OK All right anything else for Colin? Otherwise we're going to move on to Mark Hefferin with ....Mark, See if we got, uh. Here I unmuted, your... Mark Hefferin: Mayor Grant, it is always a pleasure to see you. And all the Commissioners, I certainly enjoy. Our lives today are so. Beautiful scene to see your 100 year balloons and the I do hope you do make the. Job (inaudible). To answer a couple of the,key questions that I would like to talk about the coronavirus just briefly on the mayor grant, you asked about how that impacted our project. Had a couple incidents where we had to shut down the city hall operation. Literally clean the building from top to bottom bootedthe two cases. The chambers was also part of that. We did have some delays in delivery, which has impacted the police station with some of the gates and specialty items that secure the building, but we are overcoming all that. We've stayed on schedule, which feed on budget. Wouldn't tell you. It hadn't been a challenge. It certainly has. None of us prepared for this. We started this project as a team, and we've come through it as a team flow. In all cases, we're just so happy that the buildings now occupied and older buildings occupied this column mentioned. We do have some work to clean up as far as punch list, a few roommate's'Uber. Colin"s done my work as far as talking about the amphitheater and the playgrounds are coming together quickly, We met the app really ribbon cutting with the contract. That work is now scheduled to be completed in forest by the end of August. There will be some work going on with the amphitheater because 4000 and the delivery and the installation but also the testing lab. We need to make sure that the system or function as the CRA this video request. And I hope you can hear me well. So I'm sorry you and hear you well, But I would like to touch on the naming rights we have sent out, as an organization to well personally, signed and sent letters to over 50 companies. We know that the program had to be shut down because we were giving most cases, at least 2 to 3 hours a week and when that happen, obviously, we cannot win the COVID ban was placed on coming into the public arena are coming into private spaces we curtailed. We certainly are ready to bring that back in. I think you're going to media of excellent. We certainly are ready to start lowering those phone calls and seeing how we can move that forward. We do have a 9 Page 870 of 909 underwriter for naming, for furniture inside of the part of the furniture that's been designated for the New Culture Center. So, now that the City has moved in, their staff, we're ready to do that, particularly for orders, bring you, bring you in the arts, and the others are critical to the appeal. I'll go into partial one sure, Certainly, many times we've got a sale and purchase agreement that we big streams. There's three items. One is the Turning Lane, That comes off of Boynton Beach Boulevard, The easement that comes in between partial 1 and 2, that allows access into the garage in the north-east. First Street Avenue, First Avenue, then lastly,just making sure that we have parking. The service site which I know the city has been working on extensive agreements for all the parcels out as relates to parking and having easements and agreements constitute payment programs for recover that parking calls. 55:31 We personally continue to have dialog. We signed an LOI over 18 months ago for a brand on I'm not able to publicly disclose. We have a lot of interest from what I would call the higher end brands out in the marketplace, High Court of last week. We talked to the Marriott folks. The challenge for our marketplace today is hospitality. As you know, drastically lost their revenue sources. So, it's obviously that is the market comes back. The newer products, and we say this, I appreciate your comment about HVAC systems, because we're at a unique time in our business where we can integrate all the new technology all the related surface cleaning, you know, brasil them handle lumps. UV. We have it in our house. Why not have it in your buildings? So, we certainly see this as an advantage, as far as the developments, to bring that to bear on this project and the site. The timing of that, obviously, is all driven by the availability of parking, and obviously, we know the city signed an agreement for the temporary parking. I think it just boils down to when we would have the permanent parking structures, and we'll move forward with that. So, I'll stop there and any questions are welcome. 57:07 Mayor Grant Vice Mayor, I see your hand up. Vice Mayor Penserga: Yeah, Mark, thank you for your presentation. You mentioned that a lot of this development was dependent on the parking garage situation, and as we all know that's been delayed, I'm going to ask the same question to both developers. Could you tell us, from your point of view, what exactly is happening with the parking garage? Why is it delayed, and what needs to be done to get it moving? 57:41 Mark Hefferin: Well, this mom, I know I'm not muted, so I'll speak to that issue. I know a lot of conversations 10 Page 871 of 909 that occur from the republic of birth or is structuring the agreements for parking as far as paying collab working overtime for so long, you know, that's part of the garage mouth garage was scheduled to go first. So I believe it becomes a sequential than when. Now, as you have separate working on the lower side, you really have to have a parking garage below. Move that parking over them, the North parking garage, could be. We have even thought about doing a podium parking garage under partial one. We were still Looking at different designs and might allow that We have presented for the city, but we haven't had those those discussions. 58:49 Mayor Grant: Thank you. My question, you know, first is a comment that I have is, that I believe you're the one that you're, takes the aerial drone shot, and, know that what we see here with the ocean in the background, our downtown cost because of 500 Ocean. Marina Village, great picture, really shows, you know, benefits of the city of how close we are to the ocean. And I guess, you know, I was with you on the tourism board, and you mentioned one thing in regards to possibly switching it with parts parcel one, impartial three. My only question, though, is in regards to the nature of the hotel, you know? At first, you know, before Cove it, it was kind of a'business oriented downtown, that we're trying to do. And I was hoping that, maybe with your talks with the hotel year, that, it comes to me, more of a family oriented, maybe a lot more suites. Because we have the Children's School House Museum, we have our Civic Center, we have the playgrounds. And so, we lend our downtown to more of a family friendly, rather, than a business, because I don't know if we're even gonna have any office spaces. In that area. So, that's something that I'just wanted to make the comment on regarding the hotel and edits. We look to make sure that it's fits for Boynton Beach, because I don't know if a business, her style hotel could work very well in this area. 1:00:30 Mark Hefferin: Well, I think Mayor Grant that we have always plan, they select service hotel because the ideal thing is that the hotel serves both the culture center. And longer term stays in voiding. Obviously, that's going to drive revenue. Type of crowd versus a corporate type event, albeit you would want both of the, will the, the OMB's Tau Square because for two parcels we've spoken to this, you know, a year ago. Whether you do a boutique hotel on a parcel free or you do a, what I would call arrival hotel, log amount of Orlando. And we have the switches are downtown hotel, or our sports arena on slip started with that. But we certainly are flexible to accommodate what's best for Beach and, and given that, and I know, welcome the Servo Perusal Council, we're going to do with Brian from City. But Susan was, hey, let's get something going on parcel one in order to get this project. Moving forward, we're rural. Whatever that the design and development wants to be, in the best interest. 11 Page 872 of 909 1:02:01 Mayor Grant: All right. Thank you so much. Alright. Any other questions from Mark Hefferin? All right. Thank you so much, Mark, and we'll go to John Markey. 1:02:19 John Markey: Good evening, mister Mayor and Commissioners for the record, John Markey, Boca Raton, Florida, Developer of the private sector of Town Square.Thank you for having me tonight. And congratulations on 100 years. We've had such a good meeting so far with Commissioner Hay comments on our passing heroes, and icons in our 100 year anniversary. I hate to be the one who brings bad news, but at the same time, I can say that there's no one here on this, on this call that hasn't looked out the door and knows we're in a coven economy. So I can tell you, without a doubt, that, in the finance market, in this covert economy, that's exactly what the problem is with getting going on the private sector, That said, I can offer up some solutions and I'm going to ask the city for some help. But what I would like to say is, you know, any of these types of developments, the hardest thing to underwrite in any community is always parking. And when that structured vertical parking, it's very expensive. And it's a pretty simple equation if the the rental rates or the income rates or, in other instances, for sale rates, don't cover that cost. It doesn't work. We're so close on those profit margins in a project like this in a market like this, that it's really pushing the market. I've told this commission from the beginning that we're trying to push what the market wants here as far as pricing and product that that's that's true, and I have no problem with that. And I'd like to say, you know, with all humility, you pick the right guy to do that. I've done that in Boynton already. 1:04:14 1 would remind you that in the middle of a depression, and I say depression, because I don't know if it was a recession at your house, but it was definitely a depression at my house in the middle of a recession, depression, whatever. We're calling it in 2010. 1 bought a defunct weed patch in the Cortana Renaissance Commons and brought that back. and the Mayor likes to remind me that Blackrock and myself made a good profit on that. And that's true. But, it's after investing in a weed patch in the middle of a depression and waiting eight years to make that profit and spending about $50 million to make it happen. Part of that is the city now has hundreds of millions of dollars worth of tax base added, and I appreciate everything the city did to help me get there, but I'd like to say that, no, we did that together. It took two of us. I can do that again here. Even though we're in a covert economy, I remain bullish on Boynton Beach.The same as I told, Blackrock the largest investment firm in the year in the world in the middle of a depression that I believed in Boynton Beach. And they went along with me. I will do that again here. So, I believe that, you know, this economy recovers, I believe, the set, the metrics of this economy are still sound. Everything about ... is an external economic force. So, that, having been said, to me, to my way of thinking, sounds too much like an excuse, I can see 12 Page 873 of 909 a way out of this and I can see a way to accelerate these garages and this entire project. Um, almost a year ago, last August, I started talking with city staff about accelerating both garages North and South by having the city sign as a co-signer is a Gerund to co guarantor construction loans Or the garages both garages. 1:06:22 At that time, we sat down with Iberia, Bank, brought that relationship to the table in Iberia, was willing to finance both garages 100% loan to cost. If the city would sign along with me as a co guarantor, we tried that for a couple of months, and eventually the city decided that they did not want to do that. But that was too much of a risk. I mentioned to the city that, yes, there's some risk, but there's no way that Iberia bank lets me out of;my personal guarantee. Just because the city is also on the law. So I would like to ask the commissioners, the Commission, mister Mayor, please instruct your staff to open those`negotiations. Again. I still believe that with the city, with me, we can get that done. It's a longshot, it's harder, because there are no construction lenders on Earth who are lending money right now, and, you,know, that's just a fact. That's the way it is until this COVID situation improves. Banks are just not loosening their belts. The other thing that I would like to ask the city commission to do and it's really the way we started underwriting this project four years ago when it was just a dream, we were counting on tax increment financing. 1:07:49 You have the methodology. You have a CRA, you're getting a tremendous bump and tax base when this project is is completed. We started underwriting this based on TIF funding coming in. I'd like to ask the Commissioners and the Mayor again to please instruct staff, instruct Michael Simon to start conversationsabout how we can employ some TIF financing. In this project. It's necessary. The market's changed.The world has changed. We all know that. So I'm asking the commission for help on those items. And then the last item. Commissioner Romulus is always good about saying to me, What do you need? What can I do to help? So I have one last thing that I would like to request of the commission. I need some help getting easements on these properties cleared up. I'm very grateful that the city attorney and my attorney have an excellent working relationship that certainly makes things much easier. But we're at a point here where we need to clean up some of the temporary construction easements and parking easements on these parcels. You've had those easements, CFP has had those easements since we first signed these contracts! 1:09:05 I need to get them cleared up, I'm at a point here where I cannot even legally get on these properties without construction vehicles or staging happening. We're looking at a picture right now where you see a couple of construction vehicles. So that's almost over. So, you know, luckily our mutual attorneys worked out easements that would clear all this up and part of it would be a temporary new temporary parking easement.That would go on parcel two. impartial three that would clean up all these. We gave termination of these easements, 13 Page 874 of 909 documents that the city attorney worked with us on to the city six months ago in January, nothing's happened. Need to get the temporary parking easement done on the temporary parking that you have, to make sure that I and my mortgage lender are insured in this situation, it's it's untenable that's not happening. So I'd ask the commissioners, please, please, give this a push,The work is done, or attorneys have worked this out. I need a push to get these easements cleaned up. So I see a way for us to move this forward. I'm asking the commission to give direction to staff to Please work with me on these items. 1:10:27 The three items being co-guarantors on the 11,TIF financing and cleaning up the easements and we can get these garages accelerated. I've known for some that accelerating both garages was the key to this project. 1:10:54 Mayor Grant: Is there anything further? 1:10:57 John Markey: That's it for me unless there are questions to respond to. 1:11:02 Commissioner Katz: I have questions, Mayor. Mayor Grant: All right, you'd like to begin. Commissioner Katz: Sir. Thank you very much. John, thank you for, for coming in today. I've got some questions, and just like in the past, you know, a lot of them are centered around timelines. I'd like to know, know, what the horizon looks Like, and it's certainly shifted over time, each time has been brought up, so, you know, I'm asking for now another assessment of when we can anticipate completion of the southern parcel, the residential, and the parking garage. And, also, the northern parcel is, as, as it's been described to me, from city staff, the, the agreed upon completion dates right now are May of 2021 for the south end, and December of 2021 for the north end. Are you able to, to stated you're able to comply with those established timelines? Or, is there any issue with, with what's been established thus far? 14 Page 875 of 909 1:12:09 John Markey: You know, mister Commissioner, those timelines are completely, completely gone. Again, you know, I don't want to blame it completely on the world changing and the economy changing, but it's a fact. So, those timelines, it's just impossible to meet those. What I've told the city is, you know, at this point, I will live up to my commitment to finance this South garage in the South building. Together, I can do that. As soon as there's a construction lender, or any debt that loosens up, I'm also told the City I don't have the problem with, with the equity portion of that construction loan, you know, for a project of this size, that building, and that parking garage, the equity portion of that is$22 million. I'll write that check. All I need is someone to finance the debt. No Bank on Earth is doing that right now, and to be honest with you, the bad side of that is not just that I don't know when they will. I don't think it's going to happen in this year. I don't see banks loosening up, as long as .. is doing what ... is doing. So, you know, I can't change that. And I can't tell you what. 1:13:30 Commissioner Katz: S00000... John Markey: I'm telling you, I'm sorry.Go ahead.,a apologize. Commissioner Katz: A follow up question real quick, then. So, I could be wrong, because it was, you know, months and months ago, and a lot certainly;happened in between. now, and the past, and I'm gonna reference, but I thought that the financing had been secured to start construction in April of, of this, this year. I can understand that, you know, because of COVID and other conditions going around, that there might be delays associated with it, but I was under the impression that, you know, financing had been secured to begin developing. I believe, that the south parcel could be wrong in the, the timeline here. But, I was under the impression financing had been secured to begin construction this past April. 1:14:20 John Markey: That that was very close to being true. We worked with staff, for several months, and my current mortgage lender, Bridge Invest on this property. Bridge Invest was willing to finance not just the South Garage commissioner, but the North garage, if the city would also pre by the garages, which, you know, we have pre by arrangements, in our current contracts. It was a matter of accelerating that. We were very close to getting the deal done with breech Invest 15 Page 876 of 909 with the city, you know. Committing to pre by, which would have made that loan happen. And we were within days, literally, you know. Staff, Bridge Invest myself. We were within days of getting that to happen when COVID came along and the entire finance world shut down. 1:15:13 Commissioner Katz: OK. Thank you. And so, I guess my question going forward is, if, if, in order to, to move this project forward, the CRA would hypothetically have to invest millions in additional TIF funds, and the city would have to become the risk bearer for for garageconstruction. It it's getting more and more difficult for me to see that as a perceived pathway forward. Because it sounds like the The P3 Partnership is not really showing to be;a partnership if if we fund everything and we bear the risk for everything. So, I just, I don't know if the requests being made. Yeah, At, as I guess, you know, the shareholder here, you know, we're the party that's financed most of this and we've, we've given the land and incentives, I don't know if it's better to proceed by, but doubling down, or, or to to investigate whether the path forward is feasible. And I don't know if that that, obviously might require clarification through a greater conversation. And I believe it should be a public conversation involving city staff and, and your your firm to I'feel, like there's some circumspect answers corning from all sides, and I'm not clear what's going on, or what the timeframes are, what the expectations are anymore. And that worries me that we had some very concrete deliverables and, you know, COVID all that,,obviously, taken into consideration. But now we have just question marks. And I don't know if it's shoveling more money into it from the city end. You know, solidifies this P3 or converts it into a as an entire city project at which point, you know, we should. We should be in a position to take the reins back if we're doing everything, other than then building it. So I'm just, I think I'm looking for clarity, because if the path forward is to double_down on the investment, and bear additional risk and spend additional millions of dollars, that that's a great deviation from everything we planned and expected. And I don't know if that's the path forward. So I guess that's the, I'll close my little rant there. I'm just, I'm uncomfortable with the lack of clarity that I have about timelines, funding,the nature of the project. Now, if we're swap and parcels around and potentially moving things, there's just a lot. A lot of the picture has become very muddy. And, um, I'm very concerned about that. And I think that that might necessitate a public discussion in the near future to clear all this up because 1, 1 don't like, I don't like where I'm at personally in my understanding. And thank you. 1:18:12 John Markey: Well, Commissioner, I respectfully, I take exception to your assumptions because the scenarios that I've offered cost the city nothing. I am still the one on the loan. I'm still the one paying the interest. I'm still the one underwriting this in a scenario where you're a co-guarantor. If we do TIF money, I am the one bringing the tax base. TIF is a common common way to get this kind of 16 Page 877 of 909 thing done in communities all across the country. It's acknowledged is how you get over the hump provide that TIF money. I'm not asking you for anything that you're spending. I'm asking you to share some of the wealth of tax base that I create to get this to happen. It's not costing the city money. These proposals that I'm bringing aren't costing the city more money, you are not doubling down wool, et al. 1:19:06 Commissioner Katz: And I'll push back on that, I guess, a little, because if if we become the the the guarantor of the debt, then know hypothetically, if things did go South, we would become liable for all that. And if, if that tiffs money, the tax revenue generated from these projects, we've already put in land and put in millions in incentives to get this project going. So it's, it is, granted, it's, it's new money, it'll be, you know, found money because of the development and increased taxable value. But we've, we had an agreement that, that incorporated a lot of these notions already in the form of the land and the millions and upfront incentives to get the ball rolling. So, I don't mean to belabor the issue, but if, if we're going to have to increase our stake in this. Then, you know, what, at what point do we not say,that we should take back control of this?Are you, John? Are you in a position to state? Whether, if, If we were to move forward with some of the suggestions you're making, would you be willing to sign a legal document that makes crystal clear that, under no circumstance can this property be flipped? That if we were to guarantee the parking lot development and, you know, if TIF were involved? Because right now, there's no assurances that if we guarantee the parking or if we make TIF agreements to just like any other TIF agreement in the city, we make that someone couldn't kind of package that. Are you willing to state?And potentially, if the board, we were inclined to ask, did you would sign documents making clear that you have to develop these parcels? You cannot flip or sell these parcels at anytime, you know, without the city's, discretion on that? 1:21:02 John Markey: I would most certainly sign that agreement on parcels seven. I don't think that it needs to be done. On the other two parcels, I would sign a written agreement, has said it wouldn't be done without the city's consent, but I can tell you that, you know, I'm approached all the time, as I know the city is, by other people, who would like to develop on those pieces of property. If that's the case, it's in the best interest of the city, and it's the best interest of my firm. I certainly would do that, but, you know, I would commit to it. It would have to be a mutual consent from the city. Yes. 1:21:38 Commissioner Katz: Thank you. 17 Page 878 of 909 1:21:42 Mayor Grant: All right. John Markey: So, you know, I want to address the, the incentives that have been done, you know, it's just, it's not enough to get this over. Not the way the market's changed, not the way the world has changed. And Commissioner Katz and I'd like you to remember. When you approved Riverwalk, we had a conversation and I said to you, you shouldn't be looking at their pretty renderings. You should be looking at their underwriting because it's not possible in this market to underwrite that type of construction where we were talking about pedestal 10 story, high architectural finishes. And I said to you you need to be looking at their underwriting. I'm happy to show you my underwriting all the time why it's a simple equation,why these things need to be kicked the law. And I think at the same time, you as commissioners need to ask yourself, why isn't Riverwalk coming out of the ground after being approved years ago? Why is an Ocean One happening? Why is Ocean 500 floundering on the marketplace? That's because when I'm telling you about pushing the market is true. I believe we can do it. I'm a believer. I've done it. I've done it in Boynton Beach cortinez and a complete believer. The other option here is, weight on the market to come back, and I'll financed the south or partial seven in the garage together at the same time and get that done. But I can't tell you what that timeline is, because I can't tell you what COVID it is going to do and when the market is coming. So there's another choice. I don't think it's a good choice. 1:23:25 Mayor Grant: John, I have a couple of questions, You know the, the conversation of millions in upfront incentives'. What exactly did Cindy incentivize you to help with the development? 1:23:38 John Markey: Well, it was, it was up. Essentially free land and some cash and that's all good and well, but I have to tell you that the land today is not worth what we appraised it for. When we did that, we appraised at $29 million door as approved, it's not going to appraise for that now, and nobody is coming. That is willing to offer that, whether it's me doing this or someone else, that we, you know, agree together. That is, you know, to be a buyer. It's not coming. It's not worth what it was. Like most of the world. 18 Page 879 of 909 Mayor Grant: So the, I understand the land, but use the statement was That, the city gave you money. I wanted to know how much money did the city give you? 1:24:27 John Markey: It was approximately$1.9 million, Mayor Grant: Okay, and... Lori LaVerriere: And there were also utility work, and Colin could expand on that there were additional incentives, as well. Mayor Grant: OK, And has the John Markey: That's correct. 1:24:41 Mayor Grant: And the utility work has been completed? 1:24:45 John Markey: Well, yes and no. But that's a,;separate subject. I would say substantially. I'm not going to disagree that the city's obligation has been fulfilled, but there's utility work that remain. Lori LaVerriere: We don't put, we don't put natural gas in mayor our utilities that we committed to have been installed completely. 19 Page 880 of 909 1:25:05 Mayor Grant: Okay. You know, OK, so that, that's informative to me. The next question is, is that COVID hit a long time ago? We're talking almost four months now. Why are we hearing about this now, Is this, you know, I remember, I request the city manager to have this update. I think, on Thursday, we're not going to have an update on this meeting because I remember Commissioner Katz says we were supposed to have monthly updates and this is something that, hopefully we should have learned in April or May not July. So, I want to know, where were you with, you know, informing us of all of this information? 1:25:47 John Markey: I'm sorry, mister Mayor, are you asking me? 1:25:50 Mayor Grant: I'm asking you is in the sense of is that you are you being our partner, where, when do we know when something goes wrong? 1:26:01 John Markey: All right, so I'll apologize mister Mayor for not making you aware of the sooner, you know, I probably should have had this conversation earlier. No. I don't want to pass blame off. I'll take the blame. 1:26:17 Mayor Grant: And so, you know, for me, when we did started this back in 2018, I was always aware that it would take longer than expected. 'I stated to everyone when we started started, the project, that it was going to take three years, not two years, because everyone told me two years to be safe, I said that extra year the aspect of it that I have is is that, you know, in order, you know, we can't necessarily talk about to funding at this meeting. You know we all have to wait till August to discuss that at CRA. The aspect of the P3 arrangement is that the city, you know, if in essence, if you default we would be owning the parking garages and paying for them. And therefore whoever is an owner of those residences would then have to be paying us as as the city for those parking spaces, if I'm mistaken. 20 Page 881 of 909 1:27:24 John Markey: Those are issues that we did work out in our last efforts, before COVID. We did work through those issues by enlarge with the city, and the city attorney, to where, yes, you were going to pre by the garages anticipated in our original agreements and we would then be paying. And we worked out what that number was for the parking. 1:27:47 Mayor Grant: And, so, for me, it's, it's understandable that the city with the, with its assets, with its revenue, it's definitely a bigger partner. You know, for example, you know, I understand that we don't own city hall on the library, that it is owned by CFP, and it's going to be owned by them for 30 years, because we issued, we had them issue the bond to pay for everything. And that we're paying them back. And so, that's kind of the question. I think it's, you know, I'm OK with the city co-signing, because we need the parking garage built, and you own the property, and if that's the fastest way, then that's what we're gonna have to do As for TIF funding and the CRA, that's another conversation where it's kind of like, we saw with 500 Ocean, you know, the project got approved February of 2018. 1 mean, we didn't receive any money until this year, or the 2019/20, fiscal year, for that improvement value. And so, I'm well aware, and we still don't have anybody in those commercial locations. So, I'm well aware of the CRA that it's, it's not going to be cheap for us to issue Tiffs because we're gonna want certain affordable subsidized housing for that area if we're giving;up money upfront. For yeah, forget making payments in the back end. And, so, that's, that's kind of my statement. And, for the city commission, to weigh in, or if we want to have a further discussion or one-on-one discussions with JKM, that, I'm in favor of doing what the city can to be a co-signer so that the garages are built because we're going to be using them anyway. And that we clean up any sort of parking easements so that the that whatever CFP or had gets removed so that ... can do what they're supposed to do. 1:30:10 John Markey: Thank you for your comments, Mr. Mayor. 1:30:11 Mayor Grant: Commissioner Katz and let the other Commissioner speak. And then I'll go back to you unless they want you to speak ahead. So, I'm not seeing Commissioner Hay or Vice Mayor raise their hand. So, Commissioner Romelus, she wants to go ahead or would you like, Commissioner Katz? Now, they raise their hands. So Commissioner Romelus, would you like to go next? 21 Page 882 of 909 1:30:34 Commissioner Romelus: Sure. So, you know, I think I have the same concerns that were expressed by Commissioner Katz and perhaps other members of the Commission that will express this. You know, it just baffles me that, you know, we've had updates, we continue to have updates for these past few months. And this is just coming up now. So it just baffles me that why are we just finding this out now? And, you know, John, John, 1, 1 appreciate the friendship that we've had over the last few, few months and years, but there seems to just be kind of constant,just, try dropping the ball in terms of communication or or issues. And so it kind of, you know, begs the question of what's really going on and is there something that can actually be resolved here or are we just kind of delaying the inevitable and some things, you know, even worse, may happen down the line. So I really dislike somewhere candor and frankness from from you that way. We know exactly which way to go and we're not holding our breath and anticipating something, but, but that's not what potentially is coming down the lime. So, I would really appreciate just some more frankness and, you know,just not holding off to the last minute, when things have gone down the drain to kind of express what's going on. That, this is problematic for me, because you are celebrating our 100th anniversary today and to hear this. And to know that, you know, Yes, we understand that. There were some delays that occurred, but now, it's OK. Well, these reasons are for why the delay?And yet, it seems like these issues are ongoing. So, why aren't they expressed sooner? So, you know, that that's my concern. And 1 1 would like to hear a better answer rather than just the I take the blame. And I don't want to hear that. I want to point fingers. You know, for me, it's problematic and there is a team here. So, what's really going on, And let's be completely honest with each other.That way, you know, this is where we're solving the problems before they even begin. 1:32:39 John Markey: I'd take that to heart commissioner. And you know I do take the blame at the same time. You know I'll tell you that I have not been out of my house in months. And I'm just now getting up to speed on on how to use GoToMeeting somewhat IT challenged And, you know, to be frank, I've never been invited to a GoToMeeting until today, which I understand the mayor pushed for. Not saying that that's an excuse, I'm going to say that, yes, I'll make a commitment to keep you more informed more frequently. That's the, that's the thing for me to do. 1:33:27 Mayor Grant: And I guess, Commissioner Hay. 22 Page 883 of 909 1:33:32 Commissioner Hay: Me being the new guy on the second go around, I feel very uncomfortable with what I'm here. And certainly I want to see the garage on South end and north end completed. But I have a lot of questions and a feeling that I've been down this road before, and it's not one that I want to go down again. So, for us to get in to any kind of agreement where it puts us at risk, I need more information. I need to talk to some people before I do anything like that. I don't feel very comfortable, uh, with, uh, what you're saying,John. I just, I just don't know. I just feel that at this juncture even though it may be delayed a little bit longer, I think we need to err on the side of caution. So, my position right now is just to, I mean, I need further information before I vote, one way or another. 1:34:50 John Markey: So noted, Commissioner, and I appreciate your position. 1:34:56 City Attorney Cherof: Mayor, this is Jim ..., can I just jump in one second? 1:35:01 Mayor Grant: I was going to let Vice Mayor speak, and then I'll give you the opportunity. 1:35:04 City Attorney Cherof: I just wanted to respond to Commissioner Hay's comment. Mayor Grant: Okay. Yes. City Attorney Cherof: The item, the item on the agenda tonight was simply a report, there's no action item on the agenda, and it would be very important for commissioner for you to be brought up to speed. I will personally get with you to do that and run through what the contractual obligations of this transaction are, and what would need to be done if anything were going to be done to revise or amend that. 23 Page 884 of 909 1:35:41 Commissioner Hay: Okay. Thank you, Jim. 1:35:43 Mayor Grant: And Jim, I'll take you up on that as well to get refreshed. Vice Mayor? 1:35:50 Vice Mayor Penserga: Thank you. I've been waiting for a while. 1:35:54 Mayor Grant: No worries. Vice Mayor Penserga: Thank you, John, for coming here, and I want to be frank, and I.think you've been frank with us today. I am largely uncomfortable with what I've heard today and in the previous meetings. No, it's been one delay after another, From my understanding, there was an agreement, Incentives were provided, deadlines repast on multiple occasions. And the ask today, and I do appreciate you coming;with those proposals, it's better to have some proposals to move forward than none, but they ask us for us to double down and to commit to more risk. At a time when our finances in the city are, no, I don't think, can bear additional risk. With that being said, I will explore the options that you suggested, but I am not comfortable with what I have heard. And frankly I feel likeI've heard enough. And so we need to make that final decision. We as the board, are redoubling down or are we not? Because it seems like this isn't going anywhere, and now is a time for us to be cautious from a city standpoint. With baring additional risk and our city finances not so much about taking additional risks, I will say that of the options that you've provided and this will have to be a separate conversation at the CRA. It seems to me that that may be the less riskier of the two options, but again, that's something that we'll have to flesh out and I'll, I'll close with that. John Markey: Thank you, Commissioner, Mister Vice Mayor, excuse me. Vice Mayor Penserga: All good. 24 Page 885 of 909 1:37:41 Mayor Grant: Alright, Well, thank you, again, for the, the update, and I guess this will be on our next agenda, the conversation with JKM Developers. 1:37:53 John Markey: Well, thank you, commissioners. 1:37:57 Lori LaVerriere: Jim and I will reach out and set up some individual meetings with each of you just to discuss what we think are some of the options and some of the options that John has proposed tonight. 1:38:06 Vice Mayor Penserga: Yes, thank you, include me with that as well, Lori. 1:38:11 Lori LaVerriere: Yeah, we'll do all five of you. Commissioner Romelus: At this point I think we all need an update;. 1:38:19 Mayor Grant: All right, so. Thank you,John. John Markey: And you're welcome. 25 Page 886 of 909 to the extent permitted, Developer shall assign to City any and all rights it has in any of the work product paid for as part of such third-party expenses. Notwithstanding the foregoing, if City (i) should request that Developer incorporate into the construction of any of the Garages additional elements that are not necessary to the functions served by the applicable Garage (e.g., bathrooms, electronic message boards, etc.) or elements that are for the exclusive use of City (e.g., parking meter equipment with respect to the North Spaces or the South Spaces), or (ii) pursuant to the terms of a Parking License, request that Developer complete certain portions to a "shell" such that City can complete such additional elements that are not necessary to the functions served by the applicable Garage(e.g.,bathrooms, electronic message boards, etc.) or elements that are for the exclusive use of City (e.g.,parking meter equipment with respect to the North Spaces or the South Spaces),then, as applicable, City shall pay for and/or reimburse Developer (or the applicable affiliate of Developer that owns the applicable Garage) for the total construction cost for such elements or exclusive use elements, and City shall be responsible for all operating and maintenance costs with respect to such elements or exclusive use elements. For the avoidance of doubt, the amount of the License Deposit contemplates the construction of restrooms in the South Garage in accordance with the plans and specifications to be developed by Developer and/or an affiliate of Developer. 5. Permits_ and _Approvals. Developer shall be seeking to receive all authorizations, including, without limitation, land-use change, re-zoning, plat and/or replat, and site plan approvals necessary for Developer's intended use of, and the construction and operations of the improvements upon, each Property (collectively,the "Approvals"). City shall, upon request by Developer, execute any and all documentation in support of any application for such Approvals and shall take any and all steps and actions required to agree to and approve the site specific Site Plan/Master Plan Amendment for each Property as conceptually agreed by both parties; provided, however, that Developer shall not be required, as a condition of receiving its Approvals or otherwise, to construct or maintain any infrastructure, improvements, or other structures or property other than the Project. If, at any time, Developer (i)has not received any such Approvals, (ii) is denied or refused any such Approvals, (iii) is uncertain that Developer's intended use, construction and improvements to a Property will not be physically or financially impaired, as determined in Developer's sole and absolute discretion, (iv) determines that the necessary Approvals have been granted subject to any conditions that Developer deems unacceptable because such conditions will either physically or financially impair Developer's use and development of a Property, in its sole and absolute discretion, or which will cost with respect to satisfying any one condition more than $10,000.00, or more than $50,000.00 in the aggregate for satisfaction of all such conditions, or (v) determines that adequate utilities and related facilities, including, without limitation, water, storm water and sanitary sewage disposal, telephone service and energy sources to service the applicable Property and improvements thereto for Developer's intended use and/or easements therefore are not available to the reasonable satisfaction of Developer, then Developer may, by furnishing written notice to City and Escrow Agent,terminate this Agreement without owing any liability to City(other than any liability that expressly survives any termination hereunder). 6. City's Obligations. Development Agreement- �] Boynton Town Square J Page 887 of 909 (a) Chilled Water- South. The City's chilled water utility plant (the "CEP") must be completed and operating with sufficient capacity to supply the South Garage and the South Apartments (as well as all other requirements of the CEP) no later than the later to occur of(i) twelve (12) months after the effective date of this Agreement, and (ii) and the date when the South Apartments have been "dried-in" (i.e., as determined by Developer's architect, permanent or temporary roofing is complete, insulated, and weather tight; exterior walls are insulated and weather tight; and substantially all openings are closed with permanent construction or substantial temporary closures(the"South CEP Delivery Date"). (b) Chilled Water — North. The CEP must be operating with sufficient capacity to supply the North Garage and the North Apartments (as well as all other requirements of the CEP) no later than the later to occur of (i) twelve (12) months after the closing has occurred under the North Purchase Agreement, and(ii) and the date when the North Apartments have been "dried-in" (i.e., as determined by Developer's architect, permanent or temporary roofing is complete, insulated, and weather tight; exterior walls are insulated and weather tight; and substantially all openings are closed with permanent construction or substantial temporary closures(the"North CEP Delivery Date"). (c) Chilled Water — Central. The CEP must be operating with sufficient capacity to supply the Central Apartments (as well as all other requirements of the CEP)no later than the later to occur of(i) twelve (12) months after the closing has occurred under the Central Purchase Agreement, and (ii) and the date when the Central Apartments have been "dried-in" (i.e., as determined by Developer's architect, permanent or temporary roofing is complete, insulated, and weather tight; exterior walls are insulated and weather tight; and substantially all openings are closed with permanent construction or substantial temporary closures(the"Central CEP Delivery Date"). (d) Unavailability of Chilled Water. If CEP is not producing and delivering to (i) the South Apartments and the South Garage sufficient chilled water by the South CEP Delivery Date, or (ii) the North Apartments and the North Garage sufficient chilled water by the North CEP Delivery Date, or (iii) the Central Apartments sufficient chilled water by the Central CEP Delivery Date, then in any case, City shall coordinate with Developer and shall pay for and/or reimburse Developer for all expenses incurred by Developer in obtaining temporary solutions (e.g., renting portable/temporary chillers)to maintain the applicable Apartments and, if applicable, the applicable Garage in a manner sufficient not to permit waste or damage thereto (e.g,from mold). (e) Updates. Each month, City shall provide to Developer(for which purpose an email shall be sufficient) its current estimated completion date for City Hall and for delivery of the chilled water to each of the applicable Properties, in order to coordinate with Developer the completion times of their respective projects and to make alternative arrangements if necessary with respect to their respective obligations under this Agreement. 7. Developer's Obligations. (a) Applications for Site Plan Approval. With respect to each of the South Project and the North Project, Developer (and/or an affiliate of Developer) shall file an Development Agreement- 4 Boynton Town Square Page 888 of 909 application for site plan approval with respect to such project within 120 days following the closing on the real estate for such project. (b) Completion of South Garage. Construction of the South Garage will have been completed and/or the South Spaces will be available for use no later than the later to occur of(i).eighteen (18) months after the Satisfaction Date (as defined in Section 8) for the South Project, and (ii) the completion of City Hall, as evidenced by issuance of a final C.O. for all of City Hall(the"South Space Delivery Date"). (c) Unavailability of South_Spaces. If all of the South Spaces are not ready for use on or before the South Space Delivery Date, Developer shall provide alternative parking upon the South Property for use by the City and/or shall pay or reimburse the City for the cost to obtain alternative off-site parking sufficient to meet the City's needs in lieu of the South Spaces until such time as the South Spaces are ready for use. In connection with the foregoing, if Developer seeks one or more Temporary Certificates of Occupancy (each, a "TCO") for the South Garage, the City shall promptly and fully cooperate with and assist Developer in all reasonable efforts to apply for and obtain such TCO or TCOs. (d) Completion of North Garage. Construction of the North Garage will have been completed and/or the North Spaces will be available for use no later than twenty-four (24) months after the Satisfaction Date (as defined in Section 8) for the North Project (the "North Space Delivery Date"). (e) Unavailability of North Spaces. If all of the North Spaces are not ready for use on or before the North Space Delivery Date, Developer shall provide alternative parking upon the North Property for use by the City and/or shall pay or reimburse the City for the cost to obtain alternative off-site parking sufficient to meet the City's needs in lieu of the North Spaces until such time as the North Spaces are ready for use. In connection with the foregoing, if Developer seeks one or more TCOs for the North Garage, the City shall promptly and fully cooperate with and assist Developer in all reasonable efforts to apply for and obtain such TCO or TCOs. (f) Update . Each month,Developer shall provide to City(for which purpose an email shall be sufficient) its current estimated completion date for each of the North Apartments, North Garage, South Apartments, the South Garage, and the Central Apartments in order to coordinate with City the completion times of their respective projects and to make alternative arrangements if necessary with respect to their respective obligations under this Agreement. 8. Conditions to Developer's Obligations. It shall be a condition precedent to Developer's Obligations with respect to each Project under this Agreement that the following conditions be satisfied (the date all such conditions have been satisfied with respect to each Project,such Project's"Satisfaction Date"): (a) With respect to each Project, Developer shall have received approval of Developer's site specific Site Plan/Master Plan Amendment as conceptually agreed by both parties. Development Agreement. g Boynton Town Square J Page 889 of 909 (b) Developer shall have received the Approvals in such form and upon such terms and conditions as Developer shall have determined are necessary in its sole and absolute discretion, and such Approvals shall have become final and unappealable. (c) The plat shall have been approved and recorded in such form and upon such terms and conditions as Developer shall have determined are necessary in its sole and absolute discretion. (d) Developer shall have received final and unappealable site plan approval with respect to each Project in such form and upon such terms and conditions as Developer shall have determined are necessary in its sole and absolute discretion. (e) Developer's site plan with respect to each Project, as approved by the City Commission of the City of Boynton Beach, has become final and all appeal periods with respect thereto have expired; (f) each Property has been rezoned to "MU-3" or to such other designation as the City's municipal code(as currently exists or as may hereafter be amended) shall designate as the zoning designation which will permit the Developer's development of each Property substantially in accordance with the conceptual plan and any modifications thereto, and the determination of such rezoning shall have become final and all appeal periods with respect thereto shall have expired; (g) all utilities shall have been "stubbed out" by City (or by contractors engaged by City) to within five (S) feet of the proposed location of the applicable parts of each Project and of each Property; (h) the areas of each Property for the construction of each Project shall have been cleared and shall have been certified by the applicable geotechnical engineers as suitable for construction of each Project; (i) -City shall have removed all tenants and other persons in possession from each Property, such that, upon closing under each Purchase Agreement, Developer shall have exclusive possession of the applicable Property. 0) City(or contractors engaged by City) shall have performed each and every obligation of City under the terms and provisions of this Agreement. (k) City shall have satisfied any condition waived by Developer under any Purchase Agreement. 9. Default. (a) In the event of a default by Developer under this Agreement which is not cured within thirty(3 0)days after written notice to Developer,then at any time thereafter prior to the cure of such default by Developer, City shall have the right to proceed against Developer in an action for specific performance of this Agreement and/or for damages based upon such default. Development A;nemenl- L Baynton Town Squan V Page 890 of 909 P f F I ' g nrl i �I s, a Page 891 of 909 12.A. LEGAL 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-078-Approve the Parking Division fee schedule associated with the installation of automated parking technology which includes parking rates, permits, valet, violations, and penalties. Explanation of Request: On 7/21/20 the City Commission approved Ordinance No. 20-028 on first reading to amend Part 11, Code of Ordinances, Chapter 14, Motor Vehicles and Traffic, Section 14-14, Parking Meters; allowing rates to be set by resolution of the Commission. As part of the anticipated approval on second reading it is necessary to adopt rates and charges by resolution. Staff has prepared the attached Parking Division Fee Schedule which, upon approval, will be posted online and made available to the public upon request. How will this affect city programs or services? Developing and promoting an efficient, easy-to-use parking system will improve customer service and quality of life. Fiscal Impact: Budgeted Automated parking meter improvements will control operating costs and generate sufficient revenue to support system operations. Alternatives: Continue the status quo and collect cash parking fees by part time parking attendants and forgo the use of automated parking technology. Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 892 of 909 ATTACHMENTS: Type Description D Resolution Resolution approving and adopting Parking Fee Schedule D Exhibit Parking Division Fee Schedule Page 893 of 909 I RESOLUTION NO. R20- 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA, APPROVING THE PARKING DIVISION FEE 4 SCHEDULE ASSOCIATED WITH THE INSTALLATION 5 OF AUTOMATED PARKING TECHNOLOGY WHICH 6 INCLUDES PARKING RATES, PERMITS, VALET, 7 VIOLATIONS, AND PENALTIES; AND PROVIDING AN 8 EFFECTIVE DATE 9 10 WHEREAS, as part of the approval of Ordinance No. 20-028 amending Part II, Code 11 of Ordinances, Chapter 14,Motor Vehicles and Traffic,creating Section 14-14,Parking Meters 12 it is necessary to adopt rates and charges; and 13 WHEREAS, staff has prepared a Parking Division Fee Schedule which,upon approval, 14 will be posted online and made available to the public upon request; and 15 WHEREAS, the City Commission for the City of Boynton Beach finds that the 16 adoption of this Parking Division Fee Schedule is necessary and is in the best interest of the 17 health, safety and welfare of the citizens or residents of Boynton Beach. 18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 19 THE CITY OF BOYNTON BEACH, FLORIDA THAT: 20 Section 1. The above referenced whereas clauses are incorporated herein by 21 reference. 22 Section 2. The Parking Division Fee Scheduled attached hereto as Exhibit"A" and 23 incorporated herein by reference, is hereby adopted as the fee schedule for the parking related 24 activities as indicated on the Fee Schedule. A copy of the Fee Schedule shall be maintained 25 and made available for public inspection in the City Clerk's office as well as posted online on 26 the City's website. S:\CA\RESO\Parking Division Fee Schedule-Reso.Docx Page 894 of 909 27 Section 3. This Resolution shall become effective immediately upon its passage and 28 adoption. 29 PASSED AND ADOPTED this day of August, 2020. 30 CITY OF BOYNTON BEACH, FLORIDA 31 YES NO 32 33 Mayor— Steven B. Grant 34 35 Vice Mayor— Ty Penserga 36 37 Commissioner—Justin Katz 38 39 Commissioner—Woodrow L. Hay 40 41 Commissioner—Christina L. Romelus 42 43 VOTE 44 45 ATTEST: 46 47 48 49 Crystal Gibson, MMC 50 City Clerk 51 52 53 (Corporate Seal) S:\CA\RESO\Parking Division Fee Schedule-Reso.Docx Page 895 of 909 p CITY OF BOYNTON BEACH PUBLIC WORKS ( PARKING SERVICES DIVISION 222 NE 9T"AVE• Boynton Beach, FL 33435• (561)742-6200• Fax(561)742-6211 ° General email: pwadmin@bbfl.us Web site:www.boynton-beach.org PARKING DIVISION FEE SCHEDULE (Resolution #R20-XXX, Adopted 08/04/20) I. PARKING RATES: A. PARKING METER ZONE LOCATION AND RATES BOYNTON BEACH OCEANFRONT PARK $1.50 PER HOUR (7:00 AM—9:00 P.M.) $1.50 PER HOUR OR DAILY MAX RATE OF: HARVEY E. OYER JR. PARK WEEKDAY$10 PER DAY WEEKEND$25 PER DAY (24 HOURS) Weekday includes Monday through Thursday. Weekend includes Friday, Saturday, Sunday, and all Holidays. II. PARKING PERMITS: A. ANNUAL PERMIT FEES BEACH PARKING PERMIT(RESIDENT) $50.00 PER YEAR BEACH PARKING PERMIT(NON-RESIDENT) $200.00 PER YEAR SENIOR BEACH PARKING PERMIT(RESIDENT) $50.00 PER YEAR Each permit shall cover an annual period from October 1 through September 30. III. VALET PARKING LICENSE (per space): A. VALET LICENSE FEE OCEAN AVENUE FROM SEACREST BOULEVARD TO FEDERAL HIGHWAY $150.00 PER MONTH Requires the execution of a valet parking agreement between the City of Boynton Beach and applicant. IV. VIOLATIONS: A. VIOLATION FEES SECTION 14-14.7 (A) OVERTIME PARKING $25.00 SECTION 14-14.7 (B) EXPIRED METER $25.00 SECTION 14-14.7 (C) VEHICLE PARKED ACROSS LINE DESIGNATED PARKING $25.00 SPACE F.S. 806.13 UNLAWFUL TAMPERING WITH PARKING METER As per F.S. 806.13 DEPOSIT IN PARKING METER SUBSITUTE FOR LAWFUL F.S. 806.13 As per F.S. 806.13 COINS SECTION 14-14.7 (G) UNLAWFUL USE OF PARKING PERMIT $25.00 SECTION 14-14.7 (H) UNLAWFUL PARKING WITHOUT REQUIRED PARKING $25.00 PERMIT SECTION 14-14.7 (I) LICENSE PLATE NOT VISIBLE FROM DRIVE LANES $25.00 (ILLEGALLY BACKED IN) SECTION 14-14.11(G) REMOVAL OF IMMOBILIZING DEVICE $25.00 C:AUsers\MackA\Desktop\Desktop TempTarkMobileAFee ScheduleTarking Division Fee Schedule-Final.docx P a,�Pclge 896 of 909 V. PENALTIES: A. PENALTY FEES SECTION 14-14.12 (C) FAILURE TO PAY FEES WITHING FOURTEEN (14) DAYS $25.00 AMOUNT NOT TO SECTION 14-14.12(D) FAILURE TO PAY FEES WITHING NINETY(90) DAYS EXCEED 40% OF AMOUNT OWED Page 2 of 2 C:\Users\MackA\Desktop\Desktop Temp\Park Mobile\Fee Schedule\Parking Division Fee Schedule-Final.docx Page 897 of 909 12.B. LEGAL 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Resolution No. R20-079-Authorize the City Commission to increase the amount collected for fees that are charged to the City by the Palm Beach County Clerk of Courts when a civil citation is issued. Explanation of Request: By way of background, the Clerk of Courts has increased the amount collected for court filing fees from$8 to $16 over the past two years whenever a civil citation is issued by an authorized City employee, such as the Animal Cruelty Investigator or Community Standards staff. The breakdown of court costs and authority to collect the fees are as follows: $10-administrative filing fee imposed by the Clerk of Courts for issuing summons and entering judgments against violators who fail to pay their fines or appear in court. $3-additional court costs to support the Clearing Trust Fund per Florida State Statute 938.01. $3-Teen Court costs authorized by Florida State Statute 938.19. How will this affect city programs or services? Approval will allow the City to charge and collect the appropriate court costs when a civil citation is issued. Fiscal Impact: Non-budgeted The City would not achieve full cost recovery that has been authorized. Alternatives: Do not approve the updated court costs and charge the operating budget for these expenditures. Strategic Plan: Strategic Plan Application: Climate Action: No Climate Action Discussion: Is this a grant? No Grant Amount: Page 898 of 909 ATTACHMENTS: Type Description D Resolution Resolution approving the increase the civil citation fees charged by the Clerk of the County Court Page 899 of 909 I RESOLUTION NO.R20- 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA, AUTHORIZING AND RECONFIRMING THE 4 CITY COMMISSION'S AUTHORITY TO CHARGE AND 5 COLLECT THE FEES AND TO INCREASE THE 6 CURRENT AMOUNT COLLECTED FOR COURT 7 FILING FEES THAT ARE CHARGED TO THE CITY BY 8 THE PALM BEACH COUNTY CLERK OF 9 COURTS WHEN A CIVIL CITATION IS ISSUED; AND 10 PROVIDING AN EFFECTIVE DATE. 11 WHEREAS,the Palm Beach County Clerk of Courts has informed the City that it has increased 12 the amount it collects for court filing fees from $8 to $16 whenever a civil citation is issued by an 13 authorized City employee for municipal ordinance violations such as the Animal Cruelty violations;and 14 WHEREAS, approval of this resolution will reconfirm the City Commission's authority to 15 charge and collect the appropriate court costs when a civil citation is issued. 16 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 17 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 18 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 19 being true and correct and are hereby made a specific part of this Resolution upon adoption 20 hereof. 21 Section 2. The City Commission reconfirms it's authority to charge and collect the 22 court filing fees that the Palm Beach County Clerk charges for a civil citation when issued by 23 the City of Boynton Beach for municipal ordinance violations. 24 Section 3. The City Commission approves the increase of the court filing fee currently 25 charged by the City to match what the Palm Beach County Clerk of Court charges the City of Boynton S:ACA\RESO\Legislative Actions\Authorize Civil Citation And Raise Fee-Reso.Docx Page 900 of 909 26 Beach from $8 to $16 and authorizes future increases or decreases to match the Palm Beach County 27 Clerk of Court filing fees when the Palm Beach County Clerk of Court updates its court filing fees. 28 Section 4. This Resolution will become effective immediately upon passage. 29 PASSED AND ADOPTED this day of , 2020 30 CITY OF BOYNTON BEACH, FLORIDA 31 YES NO 32 33 Mayor— Steven B. Grant 34 35 Vice-Mayor—Ty Penserga 36 37 Commissioner—Justin Katz 38 39 Commissioner—Woodrow L. Hay 40 41 Commissioner—Christina L. Romelus 42 43 VOTE 44 45 ATTEST: 46 47 48 49 Crystal Gibson, MMC 50 City Clerk 51 52 53 (Corporate Seal) S:ACA\RESO\Legislative Actions\Authorize Civil Citation And Raise Fee-Reso.Docx Page 901 of 909 12.C. LEGAL 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Proposed Ordinance 20-030 - First Reading -Adoption of ordinance allowing for virtual city commission meetings by communication media technology. Explanation of Request: The City Commission has been conducting virtual meetings by use of communication media technology under the general state wide authority granted by the Governors Executive Orders. The continuation of those orders has created both confusion and uncertainty regarding the ability to continue virtual meetings. The attached Ordinance is intended to establish local home rule based authority for Virtual city commission meetings during the COVI D-19 pandemic. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Ordinance Ordinance authorizing Commission meetings by communication media technology Page 902 of 909 1 ORDINANCE NO. 20- 2 3 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 AUTHORIZING THE CITY MANAGER AND CITY CLERK TO MAKE 5 PROVISIONS FOR PUBLIC MEETINGS BY USE OF COMMUNICATION 6 MEDIA TECHNOLOGY AND FOR ATTENDANCE BY USE OF SUCH 7 TECHNOLOGY BY ELECTED AND APPOINTED OFFICIALS DURING 8 PERIODS WHEN THE CITY COMMISSION DETERMINES AND 9 DECLARES A LOCAL PUBLIC HEALTH EMERGENCY OR OTHER 10 CIRCUMSTANCES WHICH THE COMMISSION DETERMINES 11 NECESSARY TO PROTECT THE HEALTH AND SAFETY OF CITY 12 OFFICIALS, CITY STAFF, AND THE PUBLIC; PROVIDING FOR THIS 13 ORDINANCE TO CONTROL IN THE EVENT OF CONFLICT WITH OTHER 14 ORDINANCES; PROVIDING FOR SEVERABILITY; PROVIDING AN 15 EFFECTIVE DATE. 16 17 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE 18 CITY OF BOYNTON BEACH, FLORIDA: 19 20 SECTION 1. LEGISLATIVE FINDINGS. PURPOSE,AND INTENT. 21 22 In adopting this Ordinance, the City Commission of the City of Boynton Beach (the "City 23 Commission") intends to protect the public health and safety by making provisions for 24 the occurrence of and attendance at public meetings by use of communication media 25 technology (CMT) during local public health emergencies, as determined by the City 26 Commission. The City Commission finds: 27 28 1. On March 1, 2020, Ron DeSantis, Governor of the State of Florida, issued 29 Executive Order No. 20-51, directing the Florida Department of Health to issue a Public 30 Health Emergency. 31 32 2. On March 1, 2020, the State Surgeon General and State Health Officer declared 33 that a Public Health Emergency exists in the State of Florida as a result of COVID-19. 34 35 3. On March 9,2020, Governor DeSantis declared that a state of emergency exists in 36 the State of Florida as a result of the continued spread of COVID-19. 37 38 4. The current outbreak of Coronavirus (COVID-19) has made the City Commission 39 acutely aware that provisions must be made to ensure that the business of municipal 40 governance can occur without unnecessarily exposing either public officials, City 41 personnel or members of the public to a risk of infection while ensuring public access 42 and open government. 43 44 S. Florida law, including Florida Statutes Sections 286.011 and 166.041, requires 45 that meetings of elected and appointed officials ("Bodies"), for the conduct of public 46 business, must be held following procedures (notice, access of meetings, opportunity to 100389071.1306-90018211 S:ACA\Ordinances\CMT Meetings(00389071xc4b6a).Docx Page 903 of 909 47 be heard, the taking of minutes, etc.) that ensure that the public is able to participate in 48 and be aware of the decision making process (the "Sunshine Law"). 49 50 6. Previously, when asked whether a public body complies with the Sunshine Law 51 when one or more members of the Body wish to participate in a meeting electronically 52 from a remote location, the Florida Attorney General ("AG") has opined that a quorum 53 of the Body must be physically present in order to allow a member, who due to 54 "extraordinary circumstances"is unable to physically attend the meeting,to appear and 55 participate electronically. 56 57 7. On March 19, 2020, the AG issued an AGO 2020-03 which provides that "unless 58 and until legislatively or judicially determined otherwise, if a quorum is required to 59 conduct official business, local government bodies may only conduct meetings by 60 teleconferencing or other technological means if either a statute permits a quorum to be 61 present by means other than in-person, or the in-person requirement for constituting a 62 quorum is lawfully suspended by the Governor during the state of emergency." 63 64 8. On March 20, 2020, Governor DeSantis issued Executive Order Number 20-69 65 which suspends any Florida Statute that requires a quorum to be present in person or 66 requires a local government body to meet at a specific public place and permits local 67 government bodies to utilize communications media technology such as telephonic and 68 video conferencing,as provided in section 120.54(5)(b)2.,Florida Statutes.EO 20-69 has 69 been extended on several occasions reflecting the continued state of emergency and 70 threat to the public when gathering to attend public meetings. 71 72 9. COVID-19 has created or imminently threatens to create conditions that may 73 severely affect the public health, safety, welfare and security of the citizens, residents 74 and visitors of the City of Boynton Beach, Florida. 75 76 10.The City Commission finds there is a clear and present danger in holding a public 77 "in person" meeting for those attending and those who come in contact with those 78 attending. 79 80 11.The technology exists to conduct public meetings using technology in which the 81 City can comply with the provisions of the Sunshine Law while preserving human life. 82 83 12.The City Commission also possesses broad home rule powers that authorize it to 84 protect the public health, safety, and welfare, declare emergencies, and protect its 85 citizens, and pursuant to its Charter. 86 87 13.There is no statute, Charter provision, or ordinance defines "present" as 88 physically within the walls of the City hall chambers. Webster's includes "in attendance" 89 as a meaning of"present". Section 8 of the City Charter provides: 90 {00389071.1 306-90018211 2 S:ACA\Ordinances\CMT Meetings(00389071xc4b6a).Docx Page 904 of 909 91 Sec. 8. Frequency, date of regular meetings; special meetings; rules of 92 procedure. 93 (a) The Commission shall hold its meetings as the Commission deems 94 necessary. Should any scheduled City Commission meeting fall upon a 95 date on which any national, state, county or municipal election is held, 96 said City Commission meeting should be deferred until the next regular 97 working day. 98 (b) The Mayor, or any three members of the City Commission may call 99 special meetings of the City Commission, upon written notice to each 100 member served personally or left at the usual place of residence. All 101 regular and special meetings of the City Commission shall be open to the 102 public. The City Commission shall determine its own rules and order of 103 business. 104 105 106 14. Charter does not prohibit attendance at the meeting of City commissioners by 107 electronic media and the Commission finds that its attendance requirement for the 108 purpose of establishing a quorum, participating and voting can be satisfied by physical 109 or CMT attendance. This same rule of attendance applies to City Board meetings and 110 quasi-judicial hearings. 111 112 15.There is no intrinsic evil to telephone attendance to achieve a quorum. 113 Consequently, the "preemption" of phone attendance, if it exists, must be express, not 114 vaguely and ambiguously implied. Thus, the City Commission finds that no preemption 115 exists in state law. 116 117 16.The City Commission finds that it is in the best interest of the personnel and 118 citizens of the City for the City Commission and members of the various Boards and 119 Committees to be able to attend meetings electronically during a declared public health 120 emergency, Boynton Beach pursuant to the City's Charter, and the City's home rule 121 authority, including that set forth in Article VIII, Section 2(b), Florida Constitution, and 122 Section 166.021, Florida Statutes. 123 124 SECTION 2. DECLARATION OF EMERGENCY. Pursuant to its home rule 125 powers and based upon the Legislative Findings set forth in the above-stated Recitals, 126 the City Commission of Boynton Beach hereby finds and declares that an public health 127 emergency exists requiring immediate action by the City Commission. By virtue of the 128 threat to public health and safety by virtue of the threat to the City's financial health and 129 home rule powers, it is necessary for the City to implement this regulation. 130 SECTION 3. LIMITED AUTHORIZATION FOR PUBLIC MEETINGS WITHOUT 131 PHYSICAL PRESENCE. The City Manager is hereby authorized, pursuant to the 132 Home Rule authority of the City Commission, during a declared public health emergency 133 to: {00389071.1 306-90018211 3 S:ACA\Ordinances\CMT Meetings(00389071xc4b6a).Docx Page 905 of 909 134 135 a) arrange for the City Commission to meet electronically; 136 137 b) promulgate rules of procedure that will ensure compliance with the Sunshine 138 Law)- 139 aw;139 140 c) provide technology and administrative support as necessary to fulfill these 141 objectives. 142 Such a meeting may only be conducted without the physical presence of the City 143 Commission members if an emergency is declared based upon an infectious disease, and 144 only so long as (1) the meeting be properly noticed, (2) minutes be taken,and(3) the public 145 be permitted to attend via technology such as teleconferencing or web-based conferencing. 146 147 SECTION 4. SEVERABILITY. If any provision of this ordinance is for any 148 reason held to be invalid or unconstitutional by any court of competent jurisdiction,such 149 provision and such holding shall not affect the validity of any other provision,and to that 150 end, the provisions of this ordinance are hereby declared severable. 151 152 SECTION 5. CONFLICTS. All ordinances or parts of ordinances in conflict 153 herewith are hereby repealed to the extent of such conflict. 154 155 SECTION 6. EFFECTIVE DATE. This ordinance shall take effect immediately 156 upon its passage, and shall expire on ' 2020. Nothing contained in this 157 ordinance shall give rise to any vested rights, equitable estoppel, or claim for continuing 158 any specific land use. 159 160 FIRST READING this—day of August, 2020. 161 162 SECOND, FINAL READING AND PASSAGE this day of . 2020. 163 164 CITY OF BOYNTON BEACH, FLORIDA 165 YES NO 166 167 Mayor- Steven B. Grant 168 169 Vice-Mayor- Ty Penserga 170 171 Commissioner-Justin Katz 172 173 Commissioner-Woodrow L. Hay 174 175 Commissioner- Christina L. Romelus 176 177 VOTE {00389071.1 306-90018211 4 S:ACA\Ordinances\CMT Meetings(00389071xc4b6a).Docx Page 906 of 909 178 ATTEST: 179 180 181 Crystal Gibson, MMC 182 City Clerk 183 184 185 (Corporate Seal) 186 187 {00389071.1 306-90018211 5 S:ACA\Ordinances\CMT Meetings(00389071xc4b6a).Docx Page 907 of 909 13.A. FUTURE AGENDA ITEMS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Mayor Grant requested staff present information about our CDBG/SHIP housing assistance programs- August 19, 2020. Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 908 of 909 13.B. FUTURE AGENDA ITEMS 8/4/2020 _ City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 8/4/2020 Requested Action by Commission: Provide update on potential sale of the Nichol's property to Pulte Homes- August 19, 2020 Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action: Climate Action Discussion: Is this a grant? Grant Amount: Page 909 of 909