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HomeMy WebLinkAboutResolution - 2023-R0507 - Contract 17593, With Hi-Lite Airfield Services, LLC - 10/10/2023Resolution No. 2023-R0507 Item No. 5.27 October 10, 2023 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Service Contract No. 17593 for runway materials and related services at the Preston Smith International Airport, by and between the City of Lubbock and Hi-Lite Airfield Services, LLC, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on October 10, 2023 ATTEST: Cou ey Paz, City Secretaty � Mitchel TO FORM: City Attorney ccdocs IIIRES.Contract-Hi-Lite September 15, 2023 APPROVED AS TO CONTENT: Resolution No. 2023-R0507 CITY OF LUBBOCK, TX SERVICE CONTRACT Contract No. 17593 The underlying agreement through which Hi-Lite Airfield Services, LLC ("Contractor") for Airport Runway Materials and Related Services to the City of Lubbock (the "City") makes its cooperative purchase is as follows: Contract 110122-HLA between Sourcewell Cooperative purchasing and Hi-Lite Ai�eld Services, LLC ("Contractor") for Airport Runway Materials and Related Services executed on August 16, 2022 and effective through January 13, 2027. This Service Agreement (this "Agreement") is entered into as of final signature hereto, ("Effective Date") by and between Contractor and the City RECITALS WHEREAS, the parties enter into this agreement in accordance with Local Government Code (LGC) §271.102 (b); and WHEREAS, Contractor desires to perform as an independent contractor to provide for Airport Runway Materials and Related Services ("Services") to the City upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits, which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A- Price Proposal based on Contract 110122-HLA - Hi-Lite Ai�eld Services, LLC for Airport Runway Materials and Related Services 3. Exhibit B— Insurance Requirements Scope of Work Contractor shall provide the services that are specified in Exhibit A, on an as needed basis, on annual amount, not to exceed $398,250.00 Article 1 Terms 1.1 Contractor shall use its commercially reasonable efforts to render Services under this Agreement in a professional and business-like manner and in accordance with the standards and practices recognized in the industry. 1.2 This contract shall remain in effect until the first of the following occurs: (1) the expiration date, (2) performance of services ordered, or (3) termination of by either party with a 30 day written notice. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. 1.3 The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the Agreement, whatsoever, without prior consent of the City. 1.4 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non-appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then-current fiscal year or when the appropriation made for the then-current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the contractor on 30 days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notifcation from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within 30 days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, eyuity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this do. 2.11 The contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance from the Subcontractor that complies with all contract insurance requirements document, this provision shall control. 2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.13 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.14 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. 2.15 Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. 2.16 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 2.17 Texas Government Code 2274. By entering into this Agreement, Contractor verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association. 2.18 Contractor represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not boycott energy companies; and will not boycott energy companies during the term of the Agreement. This verification is not required for an agreement where a governmental entity determines that these requirements are inconsistent with the governmental entity's constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds. 2.19 Confidentiality. The Contractor shall retain all information received from or concerning the City and the City's business in strictest confdence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise reyuired by law. 2.20 Indemnify. The Contractor shall indemnify and save harmless the city of Lubbock and its elected officials, officers, agents, and employees from all suits, actions, losses, damages, claims, or liability of any kind, character, type, or description, including without limiting the generality of the foregoing, all expenses of litigation, court costs, and attorney's fees, for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, to the extent arising out of, related to or occasioned by, the negligent acts of the Contractor, its agents, employees, and/or subcontractors, related to the performance, operations or omissions under this agreement and/or the use or occupation of city owned property. The indemnity obligation provided herein shall survive the expiration or termination of this agreement. INTENTIONALLY LEFT BLANK----- IN WITNESS WHEREOF, the parties hereto have caused this Contract to executed this 1 nrh day of�023 CITY OF Ttay BY; CONTRACTOR ^ - � -----��., Authorized Representative A T:% Cou ey Paz, City Secretary APPROVED AS TO CONTENT: Kelly C bell, Exe�utive Director of Aviation •� .: � ;�� � . � /' I ./;� ��' !;. . ..� Kelly Spinner �p of Fin�rl� Print Name PO Box 597 Address Waterlown, NY 13601 City, State, Zip Code Exhibit A � Lubbock International Airport — Sourcewell Long Term Rubber Removal Proposal Hi-Lite Airfield Services, LLC Bid Date: 08/14/23 4816 Lena Road Proposal #: 23-18049-P Bradenton, FL 34211 Project Reference: Sourcewell Contract 110122-HLA Completion Date: 12/29127 Attn: Raymond Trejo Phone: (941) 713-2155 City/State: Lubbock, TX Item# Description Qty Unit $/ Unit Price P-620- RR.MOB P-620-RR P-620- RR.MOB P-620-RR P-620- RR.MOB P-620-RR P-620- RR.MOB P-620-RR P-620- RR.MOB P-620-RR Rubber Removal Mobilization 2023 Runway Rubber Removal Rubber Removal Mobilization - 2x Per Year 2024 Runway Rubber Removal Rubber Removal Mobilization - 2x Per Year 2025 Runway Rubber Removal Rubber Removal Mobilization - 2x Per Year 2026 Runway Rubber Removal Rubber Removal Mobilization - 2x Per Year 2027 Runway Rubber Removal 1 579,000 2 1,158,000 2 1,158,000 2 1,158,000 2 1,158,000 EA SF EA SF EA SF EA SF EA SF $ 3,720.00 $ 0.07 $ 3,720.00 $ 0.07 $ 3,720.00 $ 0.07 $ 3,720.00 $ 0.07 $ 3,720.00 $ 0.07 $ 3,720.00 $ 40,530.00 $ 7,440.00 $ 81,060.00 $ 7,440.00 $ 81,060.00 $ 7,440.00 $ 81,060.00 $ 7,440.00 $ 81,060.00 Total: $ 398,250.00 Project Description: Lubbock Preston Smith International Airport - 5 Bi-Annual Year Rubber Removal Remarks: ""'* Pricing per Sourcewell Contract # 110122-HLA*** Mobilizations: 2023 - One Mobilization 2024-2027 - Two Mobilizations Per Year Any additional mobilizations will be charged at $3,720 per occurrence • Quoted quantities are estimates only. Actual quantities will be field measured and verified for invoicing • Owner to provide adequate water source and dump site for solid/liquid debris • Surface must be clean and free of FOD prior to painting • No surface preparation will be pe�formed outside Hi-Lite's scope of work. Hi-Lite will not be responsible for cleaning other entities debris or FOD HI-LITE AIRFIELD SERVICES, LLC 4816 Lena Road Bradenton, FL 34211 315.583.61 I I www.hi-lite.com S • All barricades, traffic control, escorts, badging, set up, and tear down provided by others • All work must be performed in dry weather, with acceptable temperatures, if our warranty is to be in effect • Stand-by time caused by others will be billed at $750/hour • Owner to Provide Disposal of Solid and Liquid Waste • Hi-Lite will not be liable for any liquidated damages due to time constraints caused by others • Minimum of 10 days' notice required for scheduling • Any changes to the scope herein that affects Hi-Lite's work will require a reevaluation of the price • Retainage not to be held on this project and payment terms to be net 30 days • If a Payment and Performance Bond is requested, add 2% to the total price • Hi-Lite will not be signatory to any Union or sign any PLA for the project. Further Hi-Lite will not be bound to any agreements between any Union and the Prime Contractor Note: This Quote/Proposal is Only Valid in its Entirety And Prices Are Valid for (30) Days. If you need further information please contact: PJ Mills - Director of Marketing 8 Business Development, (941) 713-2155, pj.mills@hi-lite.com We Propose Hereby To Furnish Material and Labor in Accordance with Above SpeciBcations For the Above Sum. Prices May Vary SI ightly to Suit your ProjeeYs Particular Needs Such as Number of Mobilizations and Traffic Control. Acceptance Of Thls Proposal Is Only Valid in its Entirety. Note: Thls Proposal is Valid for 30 Days. Date: Signature: Acceptance Of Proposal — The Above Prices, Specifications and Conditions Are Satisfactory and Hereby Accepted. You Are Authorized To Do The Work As Specified. Date: Signature: HI-LITE AIRFIELD SERVICES, LLC 4S16 Lena Road Bradenton, FL 3421 I 315.583.611 I www.hi-lite.com DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 110122-HLA Sou rcewel I � Solicitation Number: #110122 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Hi-Lite Airfield Services, LLC, 20128 NYS Route 12F, Watertown, NY 13601 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Airport Runway Materials with Related Supplies and Services from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires January 13, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. A�I Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F82-8DB5-823305C69A40 110122-HLA returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 110122-HLA • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sofe convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees may be required to perform work at government- owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 110122-HLA contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 110122-HLA by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision S, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. il. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 110122-HLA resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. Rev. 3/2022 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: Rev. 3/2022 7.0 DocuSign Envelope ID: 96155077-2417-4FB2-8DB5-823305C69A40 110122-HLA • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercia/ General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability /nsurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit Rev. 3/2022 � 1 DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 110122-HLA 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other Rev. 3/2022 12 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all Rev. 3/2022 13 DocuSign Envelope ID: 96155077-2417-4FB2-8D65-823305C69A40 110122-HLA references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of inechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of Rev. 3/2022 14 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any Rev. 3/2022 15 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Rev. 3/2022 16 DocuSign Envelope ID: 96155077-2417-4FB2-8DB5-823305C69A40 110122-HLA M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicabte, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Rev. 3/2022 17 DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 110122-HLA Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell �DocuSigned by: ,�,�y s���, COFD2A139D06489.. By: Jeremy Schwartz Title: Chief Procurement Officer Date: 1/11/2023 � 8:31 PM CST Approved: oocusignea ny: . �l/�^'� 1„N� 1 v By 7E4288F877A64CC... Chad Coauette Title: Executive Director/CEO 1/11/2023 � 8:42 PM CST Date: Hi-Lite Airfield Services, LLC DocuSigned by: .��5 IVN1.l.�r/ By A3B8B7CC27414W .. Christopher Miller Title: President Date: 1/11/2023 � 4:47 PM PST Rev. 3/2022 �8 DocuSign Envelope ID: 96155077-2417-4F62-8D85-823305C69A40 RFP 110122 - Airport Runway Materials with Related Supplies and Services Vendor Details Company Name� Address: Contact: Email: Phone: Fax: HST#: Submission Details Created On: Submitted On: Submitted By: Email: Transaction #: Submitter's IP Address Hi-Lite Airfield Services,LLC 20128 NYS Rt 12F PO Box 597 Watertown, NY 13601 Philip Stillman phil.stillman@hi-lite.com 315-583-6111 240 315-777-8207 35-2489959 Thursday September 15, 2022 09:38:33 Tuesday November 01, 2022 15:14:52 Philip Stillman ph il.stillman@hi-I ite.com f4c5248d-Of9d-440e-bc7b-8b6989cb1319 208.125.168.82 Bid Number: RFP 110122 Vendor Name: Hi-Lite Ai�eld Services,LLC DocuSign Envelope ID: 96155077-2417-4FB2-8DB5-823305C69A40 Specifications Table 1: Propose� Identity 8� Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). �em Question Response' 1 Proposer Legal Name (one legal entity only): Hi-Lite Aifield Services, LLC. (In the event of award, will execute the resulting contract as "Supplier") 2 Identify all subsidiary entities of the Proposer None whose equipment, products, or services are included in the Proposal. 3 Identify all applicable assumed names or DBA None names of the Proposer or Proposer's subsidiaries in Line 1 or Line 2 above. 4 Provide your CAGE code or Unique Entity Unique Identfier: QVMNQC8PN376 Ident�er (SAM): 5 Proposer Physical Address: 20128 NYS Route 12F WateRown, NY 13601 ' 6 Proposer website address (or addresses): www.hi-lite.com 7 Proposers Authorized Representative (name, Christopher Miller title, address, email address 8� phone) (The President representative must have authority to sign 4816 Lena Road the "Proposers Assurance of Compliance" on Bradenton, FL 34211 behalf of the Proposer and, in the event of Office: 315-583-6111 Ext. 704 award, will be expected to execute the Cell: 941-718-0876 resufting contract): 8 Proposers primary contact for this proposal Phil Stillman (name, title, address, email address & phone): Contract Manager 20128 State Route 12F Watertown, NY 13601 phil.stillman@hi-lite.com Office: 315-583-6111 ext240 9 Proposer's other contacts for this proposal, if Phil Stillman any (name, title, address, email address & Contract Manager phone): 20128 State Route 12F Watertown, NY 13601 phil.stillma n@hi-lite.com Office: 315-583-6111 ext240 Table 2: Company Information and Financial Strength Line Question Response " Item Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 10 Provide a brief history of your company, Hi-Lite has over 30-years of work history with projects ranging from a few hundred including your company's core values, dollars to tens of millions. The company started as a sweeping company. The first business philosophy, and industry longevity painting projects were parking lots in 1989. After a few years Hi-lite painted public related to the requested equipment, products roads and then airports. Each year the team executes more than 150 contracts or services. throughout the United States, Canada, Puerto Rico, and the Caribbean Islands. Hi- Lite maintains regional operations in NY, GA, FL, PR, TX, and Canada. Hi-Lite is in the safety business, more specifically a best-in-class ai�eld markings contractor. Each year hundreds of contracts are completed exceeding customer expectations. Hi-Lite truly understands the aviation industry; from time being of the essence to the critical safety role marking maintenance, rubber removal and pavement preservation contributing to daily operations. Our operations are always executed following the company mantra of "Think Z" Zero Accidents, Zero Defects, and Zero Losses. Hi-Lite uses state of the art equipment with FAA approved materials. The services provided will ensure our client will pass FAA inspections on the work perFormed. Hi- lite's services include Rubber, Mold, Paint Removal, Aifield Painting, Pavement Preservation and Thermoplastic Surface Signs. Our products include paint, glass beads and painting equipment. 11 What are your company's expectations in the Upon award, Hi-Lite will begin marketing the contract as a purchasing vessel with event of an award? a dedicated sales manager. This person will work hand in hand with perspective clients to establish scope of work and final project cost. 12 Demonstrate your financial strength and Hi-Lite Ai�eld Services LLC has been in the pavement markings and removal stability with meaningful data. This could business since 1989, I have attached the 2021 Financial Audit which contains include such items as financial statements, comparisons to the 2020 audit. SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 13 What is your US market share for the Hi-Lite Ai�eld Services, LLC. considers its market share data to be be proprietary solutions that you are proposing? 14 What is your Canadian market share for the Hi-Lite Ai�eld Services, LLC. considers its market share data to be be proprietary solutions that you are proposing? 15 Has your business ever petitioned for Hi-Lite Ai�eld Services, LLC. has never petitioned for bankruptcy bankruptcy protection? If so, explain in detail. 16 How is your organization best described: is 16a) n/a it a manufacturer, a distributoddealedreseller, or a service provider? Answer whichever 16b) question (either a) or b) just below) best Hi-Lite is a Service applies to your organization. Provider: a) If your company is best described as a distributoddealedreseller (or similar entity), Hi-lite is an in house service provider for ai�eld marking maintenance. Our regional provide your written authorization to act as a o�ces are located though out the United States, Canada and Puerto Rico. We can distributoddealedreseller for the manufacturer provide quick service to our customers. Each region over sees our projects from of the products proposed in this RFP. If sales to finished installation. We have dedicated Project managers, estimators, applicable, is your dealer network crews and equipment within each region. Our staff helps potential clients with a independent or company owned? scope, writing contracts with procurement, helps non-sourcewell members become b) If your company is best described as members and offers suggestions on short term and long term projects. a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 17 If applicable, provide a detailed explanation Hi-Lite currently holds contractor licenses in many states and, Hi-Lite is a ceRified outlining the licenses and certifications that applicator of Preformed Thermoplastic (AiRnark). Attached are our state licenses are both required to be held, and actually and cert�cations. held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 18 Provide all "Suspension or DebarmenY' No suspension or debarment of Hi-Lite Airfield Services, LLC. has occurred information that has applied to your organization during the past ten years. Bid Number: RFP 110122 Vendor Name: Hi-Lite Ai�eld Services,LLC DocuSign Envelope ID: 96155077-2417-4FB2-8D65-823305C69A40 Table 3: Industry Recognition 8 Marketplace Success Line question Response' Item 19 Describe any relevant industry awards or None with in the past 5 years. recognition that your company has received in the past five years 20 What percentage of your sales are to the 90% govemmental sector in the past three years 21 What percentage of your sales are to the 0°/a education sector in the past three years 22 List any state, provincial, or cooperative Sourcewell Contract with an average of 2.7 million for three years. purchasing contracts that you hold. What is the annual sales volume for each of these contrads over the past three years? 23 List any GSA contracts or Standing Offers Hi-Lite does not currently hold any GSA or SOSA contracts. and Supply Arrangements (SOSA) that you hold. What is the annual sales volume for each of these contracts over the past three years? Table 4: References/Testimonials Line Item 24. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name' Contact Name' Phone Number • City of Atlanta Graig Garland 404.427.5375 City of Dallas James TeRazas 469.724.1360 Aerostar Holdings Nelman Nevarez 787.289.7240 Table 5: Top Five Government or Education Customers Line Item 25. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type • State / Scope of Work • Size of Transactions � Dollar Volume Past Three Province' Years ` City of Dallas Govemment Texas-TX Sourcewell Generated Award of Removal, Striping, and $9,913,748.00 Contract No. AVI-2017-00003165 Painting Services at 5 year term for Ai�eld Paint Dallas Love Field, Dallas DFW Airport Govemment Texas-TX Mufti Year Contract No.7006539 Runway Rubber Removal, $2,993,362.00 Board Pavement Marking and Paint Removal at Dallas- Fort Worth Intemational Airport City of Atlanta Govemment Georgia - GA Mufti year contract Paint removal, permanent $22,747,000.00 markings, rubber removal at Hartsfield - Jackson Atlanta International Airport Miami Dade Govemment Florida - FL Multi year contract Paint removal, peRnanent $6,027,632.00 County markings, rubber removal at Hartsfield - Jackson Atlanta Intemational Airport City of New Govemment Louisiana - LA Mutti year contract paint removal, permanent $1,943,995.00 O�leans markings, rubber removal, seal coat, friction testing at Louis Armstrong New Orleans Intemational Airport Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8D85-823305C69A40 Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line question Response ` Item 26 Sales force. Hi-Lite Aifield Services, operations team consists of 6 internal sales and support staff. Inclusive to our internal sales and support, Hi-Lite also has 7 corporate support individuals assisting in sales and development plans. Hi-Lite's ground support has 120 specialized technicians that are regionalized for continue growth for our cooperative contract. Purchasing and installation are responsibilities for each respective region. Our support staff helps with writing contracts, discussing options with procurement, helping procurement setup a membership with Sourcewell and educating customer on how to be compliant with FAA regulations. 27 Dealer network or other distribution WA methods. 28 Service force. Hi-Lite Ai�eld Services, LLC. boast the largest fleet of airport specific markings and fleet in the United States. Additionally, the company has over 130 employees that can be readily dispatched throughout our service area. 29 Describe the ordering process. If orders Regardless of how a lead is obtained (via cold call, customer outreach, response to will be handled by distributors, dealers or marketing, show, etc.), the customer and a dedicated member of the Hi-Lite team will . others, explain the respective roles of the work together to establish the particulars for any perspective project. Proposer and others. All orders will be facilitated by Hi-Lite Ai�eld Services, LLC. direct. 30 Describe in detail the process and The primary Sourcewell contact will be the dedicated sales staff prior to any procedure of your customer service sales/contract. Once assigned, additional support will be provided through the program, if applicable. Include your assigned project manager (for installation projects) and the purchasing manager (for response-time capabilities and equipmenUmaterial purchases). commitments, as well as any incentives that help your providers meet your stated service goals or promises. 31 Describe your ability and willingness to Hi-Lite Ai�eld Seroices, LLC is committed to servicing all areas eligible for provide your products and services to Sourcewell purchasing provided the market served is aviation based. Sourcewell participating entities in the United States. 32 Describe your ability and willingness to Hi-Lite Aifield Services, LLC is committed to servicing all areas eligible for provide your products and services to Sourcewell purchasing provided the market served is aviation based. Sourcewell participating entities in Canada. 33 Identify any geographic areas of the United Hi-Lite Ai�eld Services, LLC. intends to service all states and territories within the States or Canada that you will NOT be United States of American and the provinces and territories of Canada. Additional fully serving through the proposed contract. conditions apply to Alaska, Hawaii, and the territories of the USA and Canada. 34 Identify any Sourcewell participating entity Hi-Lite intends to service all sectors provided the work to be performed is on an sectors (i.e., government, education, not-for- airport. profd) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 35 Define any spec�c contract requirements Including the Candian territories. or restrictions that would apply to our Minimum Mobilization Fee: $75,000 (USD) participating entities in Hawaii and Alaska Minimum Project Size: $250,000 (USD) and in US Territories. Maximum Duration Between Multiple Mobilizations: 30-days Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 Table 7: Marketing Plan Line Question Response * Item 36 Describe your marketing strategy for Marketing of the Sourcewell contract will come from muftiple sources. promoting this contract oppoAunity. Upload representative samples of your 1. On the ground sales that will travel the country working with airport decision makers marketing materials (if applicable) in to develop an understanding of what this contract has to offer their airport. the document upload section of your 2. Lunch and Learn sent to thousands of contacts developed over Hi-Lite's 30+ years response. in the aviation marketspace 3. Email campaigns 4. Trade Shows (such as Snow Symposium, AAE, SWIFT, etc.) 37 Describe your use of technology and HI-Lfte Ai�eld Services, LLC. primarily utilizes email campaigns to reach thousands of digital data (e.g., social media, industry specfic contacts electronically. metadata usage) to enhance marketing effectiveness. 38 In your view, what is Sourcewell's role Sourcewell will be a critical advocate for members that seek to purchase services under in promoting contracts arising out of this solicitation that have questions regarding the procurment process. Sourcewell will be this RFP? How will you integrate a looked to as the experts in educating members that have entity specific questions. Sourcewell-awarded contract into your In the event of an award, Sourcewell would become a stand alone marketing campaign as sales process? detailed in question 36. 39 Are your products or services The offerings by Hi-Lite Aifield Services are not currently available through an e- available through an e-procurement procurement system. ordering process? If so, describe your e-procurement system and how govemmental and educational customers have used it. Bid Number: RFP 110122 Vendor Name: Hi-Lite Ai�eld Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 Table 8: Value-Added Attributes Line question Response' Item 40 Describe any product, equipment, HI-lite Aifield Services, LLC. offers an extensive handstripeNmarking layout training program maintenance, or operator training available to Sourceqwell members. programs that you offer to These classes are held at an off site faciliry over multiple days. Sourcewell participating entities. Curriculum offers an in depth, hands-on, approach to operating and maintaining the latest in Include details, such as whether Graco handstriper technology. training is standard or optional, who provides training, and any costs that apply. 41 Describe any technological Hi-Lite utilizes the latest hardware and soflware in our equipment. All paint trucks are advances that your proposed equipped with a SkipLine system that includes automated material usage and products or services offer. cameras/lasers to ensure installation accuracy. The hand painting equipment is rotated every 5 years to ensure the latest technotogy available. 42 Describe any "green" initiatives 75% of Hi-Lite's equipment fleet was manufactured or rehabilitated to the current EPA that relate to your company or to emissions as required by law. your products or services, and include a list of the certifying agency for each. 43 Identiy any third-party issued eco- Not Applicable labels, ratings or ceA�cations that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, Iffe-cycle design (cradle-to-cradle), or other green/sustainability factors. 44 Describe any Women or Minoriry Not Applicable Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 45 What unique attributes does your HLAS is in the safety business, more specifically a best-in-class aifield markings contractor. company, your products, or your Each year hundreds of contracts are completed exceeding customer expectations. Hi-Lite services offer to Sourcewell truly understands the aviation industry; from time being of the essence to the critical safety participating entities? What makes role marking maintenance & rubber removal contribute to daily operations. Our operations your proposed solutions unique in are always executed following the company mantra of 'Think Z" Zero Accidents, Zero your industry as it applies to Defects, and Zero Losses. Sourcewell participating entities? Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC DocuSign Envelope ID: 96155077-2417-4FB2-8DB5-823305C69A40 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line question Response " Item 46 Do your warranties cover all products, parts, and Yes. labor? 47 Do your warranties impose usage restrictions or Warranties will be 1 year from completion date of installation. other limitations that adversely affect coverage? 48 Do your warranties cover the expense of Yes. technicians' travel time and mileage to perform warranty repairs? 49 Are there any geographic regions of the United No. All warranty work will be corrected in a timely manner in an agreed to States or Canada (as applicable) for which you time between the participating entity and Hi-Lite cannot provide a certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? 50 Will you cover warranty service for items made by The Manufacturer will warranty any defect within the material. Hi-Lite will other manufacturers that are part of your proposal, warranty the installation and placement of the material. or are these warranties issues typically passed on to the original equipment manufacturer? 51 What are your proposed exchange and retum All sales are final once handed off to the customer. There are no returns programs and policies? or exchanges with service items. 52 Describe any service contract options for the Hi-Lite Ai�eld Senrices, LLC. is prepared to enter a multi-year, muRi- items included in your proposal. mobilization contract with Sourcewell members. This type of contract can be ' used to manage budgets long term by fixing the price over a longer duration. Table 10: Payment Terms and Financing Options Line question Response • Item 53 Describe your payment terms and accepted payment Net 30 from completion or demobilization (on multiple mobilization methods. projects) 54 Describe any leasing or financing options available for use Hi-Lfte Aifield Services, LLC. does not offer leasing or finance by educational or govemmental entities. terms at this time. 55 Describe any standard transaction documents that you Hi-Lite has successfully used the attached contract template with propose to use in connection with an awarded contract multiple customers to include the Ciry of Des Moines, IA, Gregg (order forms, terms and conditions, service level County, TX and the City of Tyler, TX. We will also issue and agreements, etc.). Upload a sample of each (as Proposal to a customer who then issues us a Purchase Order (a applicable) in the document upload section of your sample from Horry County is attached) response. 56 Do you accept the P-card procurement and payment Hi-Lite Ai�eld Services LLC. does not accept the P-card process? If so, is there any additional cost to Sourcewell procurement and payment process at this time. participating entities for using this process? Bid Number: RFP 110122 Vendor Name: Hi-Lite Ai�eld Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 Tabte 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Question Response • Item 57 Describe your pricing model (e.g., line-item discounts or Hi-Lite's pricing model is a 20% discount discount from typical product-category discounts). Provide detailed pricing data industry pricing. See the attached price schedule. (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. 58 Quantify the pricing discount represented by the pricing 20% proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 59 Describe any quantity or volume discounts or rebate In addition to the standard 20% discount Hi-Lite may be able to programs that you offer. afford additional discounts for items such as contract duration and/or quantity. These will be evaluated on a case by case basis. 60 Propose a method of facilitating "sourced" products or HI-Lite will offer "sourced/open markeY' items under the name "non- related services, which may be referred to as "open contracted." A non-contract item can be a service or good that is market" items or "nonstandard options". For example, you not included within our price proposal. These items could be noted may supply such items "at cost" or "at cost plus a as exclusions from Sourcewell pricing and added as a requirement percentage," or you may supply a quote for each such of the purchasing entity. The final price of any non-contract item request. shall be negotiated belween Hi-Lite Aifield Service, LLC. and the Sourcewell Member. These items will include "Non-ContracY' in the line item description contained on the proposal. 61 Identify any element of the total cost of acquisition that is General Conditions NOT included in the pricing submitted with your response. Badging (direct and indirect expense) This includes all additional charges associated with a Vehicle Passes purchase that are not directly identified as freight or Escorting shipping charges. For example, list costs for items like pre- • Design, Survey, or As-Built Drawings delivery inspection, installation, set up, mandatory training, Shifts less than 8-hours or initial inspection. Identify any parties that impose such Bonds (bid, payment or performance) costs and their relationship to the Proposer. Total project size less than $50,000 Mobilizations less than $25,000 Item Exceptions Rubber Removal, Paint Removal, Surface Preparation, and Mold Removal - Waste (Liquid and Solid) Disposal from removal operations Asphalt Preservation — Friction Testing, Core Samples, and Manufacture Representation On-Site Airport Consumables — Shipping Training — o Travel Expenses (i.e. airFare, hotel, misc transportation, BreakfasUDinner) 0 2 Attendee minimum o Due Upon Reservation — 50% of Balance o Cancelation Penafly — no charge up to 10-days prior. Within 10-days the deposit will be forfeited 62 If freight, delivery, or shipping is an addftional cost to the When applicable, freight will be an additional cost. Hi-Lite will Sourcewell participating entity, describe in detail the source a third party with all cost incurred being passed to the complete freight, shipping, and delivery program. customer. This only applies to material purchases, not service offerings. 63 Specifically describe freight, shipping, and delivery terms or When applicable, freight will be an additional cost. Hi-Lite will programs available for Alaska, Hawaii, Canada, or any source a third party with all cost incurred being passed to the offshore delivery. customer. This only applies to material purchases, not service offerings. 64 Describe any unique distribution and/or delivery methods or None. options offered in your proposal. Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC DocuSign Envelope ID: 96155077-2417-4FB2-8D65-823305C69A40 Table 12: Pricing Offered Line The Pricing Offered in this Proposal is: • Comments Item 65 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Table 13: Audit and Administrative Fee Line Question Response' Item 66 Specifically describe any self-audit process or program that you Hi-Lite assigns a project class to each or our jobs and plan to employ to verify compliance with your proposed Contract Sourcewell is a project class. This allows us to isolate in with Sourcewell. This process includes ensuring that Sourcewell reports just the Sourcewell projects so we know what we participating entities obtain the proper pricing, that the Vendor have worked on. A Sample contract list is attached. reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. Provide sufficient detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template. 67 If you are awarded a contract, provide a few examples of intemal Hi-Lite job costs all its projects. We track the following metrics that will be tracked to measure whether you are having costs on each job we work in to trace profitablility and success with the contract. improve our estimating. Payroll & Payroll Taxes, Material, Equipment Rental, Subcontractors, Travel Costs and Overhead Burden 68 Identify a proposed administrative fee that you will pay to 2% Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Question Response' Item 69 Provide a detailed description of the Hi-lite Ai�eld Services, LLC is the leading ai�eld service provider in the US. Hi- equipment, products, and services that you Lite will deliver to following services under the RFP in accordance to FAA and are offering in your proposal. ICAO Specifications : Airfield Painting (Runway, Taxiway, Apron, Service Road, and Secure Areas), Ai�eld Paint Removal (Runway, Taxiway, Apron, Service Road, and Secure Areas), Rubber Removal (Waterblasting and Combo Method (Waterblasting with Chemicals), Surface Preparation (Mold Removal, Cure Removal, and Stain Removal) Hot Pour Asphalt Crack Sealing, Seal Coating, and Friction Testing 70 Within this RFP category there may be Type of Paint (TT-P-1952F Type I, TT-P-1952F Type II,Tf-P-1952F Type III), Colors subcategories of solutions. List subcategory of Paint( White, Yellow, Black, Red, Blue, and Green) Type of Glass Beads (TT-B- tftles that best describe your products and 1325D Type I, TT-&1325D Type III, lT-&1325D Type I�, Crack Seal ( Type I, Type � services. III), Seal Coating ( GSB-78, GSB-88, Rejuvaseal), and Preformed Thermoplastic Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Category or Type Offered' Comments Item 71 Ai�eld marking materials and supplies; examples of � Yes Paint - TT-P-1952F Type I,II,III (VVhite, Yellow, included items are paints, thermoplastics, and glass � No Black, Red, Blue and Green ; Glass Beads TT-B- " beads 1325D Type I,III,IV ; Preformed Thermoplastic 72 Runway deicer (solids or liquids) � Yes WA � No 73 Rubber removal agents � Yes Aerogreen 4035 (Rubber Remover) Aerogreen r No 4025 (Mildew Remover) 74 Firefighting agents; such as AR-AFFF Foams, AFFF r Yes N/A Foams, Purple K and Halotron r. No 75 Airport lighting, such as: beacons, wind cones, and � Yes N/A runway lights r. No 76 Services for airport and airfield repair, maintenance r. Yes Seal Coat (GSB-78, GSB-88, and Rejuvaseal), r No Crack Seal I,II 77 Complementary offering of non-FAA compliant parts, � Yes N/A supplies, and services, related to the offering described r: No in 71-76 Table 15: Exceptions to Terms, Conditions, or Specifications Form Line Item 78. NOTICE: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions, or specifications, a Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or Specifications Form immediately below. The contract section, the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract. Contract Section Tenn, Condition, or Specification Exception or Proposed Modification Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibiliry to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Bid Number: RFP 110122 Vendor Name: Hi-Lite AirField Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8DB5-823305C69A40 • Pricina - SOURCEWELL MASTER PRICE LIST 11-1-22.pdf- Tuesday November 01, 2022 15:01:11 • Financial Strength and StabiliN - 12. Hi-Lite 2021 Audit with 2020 Comparisons.pdf - Tuesday November 01, 2022 15:01:57 • Marketing Plan/Sam I�es - HLSourcewel-Brochurel1 x17-2020.pdf - Tuesday November 01, 2022 15:08:34 • WMBE/MBE/SBE or Related Certificates (optional) • Warranty Information (optional) • Standard Transaction Document Sam I�es - 55. Hi-Lite - Contract Template - Sourcewell.pdf - Tuesday November 01, 2022 15:04:25 • UsalQatl�ddiiio��a�ums�i - Examples noted with in our bid.pdf - Tuesday November 01, 2022 15:07:00 Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 Addenda, Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authoriry to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entiry that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before defivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a"trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.�df; 2. Included on the government-wide exclusions lists in the United States System for Award Management found at: �ps://sam.gov/SAM/; or 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 110122 Vendor Name: Hi-Lite Ai�eld Services,LLC DocuSign Envelope ID: 96155077-2417-4F62-8D65-823305C69A40 by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. R By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Christopher Miller, Vice President of Finance, Hi-Lite Airtield Services, LLC The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in pertorming the contractual obligations contemplated in the bid. r Yes � No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and pages attachments (if applicable) Addendum 6 Airport Runway_Materials_RFP_110122 Tue October 25 2022 01:22 PM Addendum 5_Airport Runway_Materials_RFP_110122 Wed October 19 2022 1125 AM Addendum_4_Airport Runway_Materials_RFP_110122 Mon October 17 2022 10:55 AM Addendum 3 Airport Runway_Materials_RFP_110122 Thu October 6 2022 06:27 PM Addendum 2 Airport Runway_Materials_RFP_110122 Thu September 29 2022 04:26 PM Addendum 1 Airport_Runway_Materials_RFP_110122 Wed September 28 2022 04:15 PM F7 F7 F f� rJ r Bid Number: RFP 110122 Vendor Name: Hi-Lite Airfield Services,LLC INSURANCE REQUIREMENTS EXHIBIT B Prior to the approval of this contract by the City, the Contractor shall fumish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELNERED TO THE CITY. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. Subject to the Contractor's right to maintain reasonable deductibles in such amounts as are approved by the City, the Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): Commercial General Liability Requirements: $1 M occurrence 1$2M aggregate (can be combined with an Excess Liability to meet requirement). CGL is required in ALL contracts. It is perhaps the most important of all insurance policies in a contractual relationship. It insures the Contractor has broad liability coverage for contractual activities and for completed operations. Commercial General Liability to include Products — Completion/OP, Personal and Advertising Injury, Contractual Liability, Fire Damage (any one fire), and Medical Expenses (any one person). Airport Commercial Liability Requirements: Excess liability of $lOM is needed for this project. Automobile Liability Repuirements: $1 M— CSLIOccurrence Workers Comqensation and Emplover Liability Requirements: Statutory. If the vendor is an independent contractor with no employees and are exempt from providing Workers' Compensation coverage, they must sign a waiver (obtained from COL Purchasing) and include a copy of their driver's license... Employer Liability ($1M min) is required with Workers Compensation. • The City of Lubbock (including its officials, employees and volunteers) shall be afforded additional insured status on a primary and non-contributory basis on all liability policies except professional liabilities and workers' comp. • Waivers of Subrogation are required for CGL, AL, and WC. • To Include Products of Completed Operations endorsement. • Carrier will provide a 30-day written notice of cancellation, 10-day written notice fornon-payment. • Carriers must meet an A.M. Best rating of A- or better. • Subcontractors must carry same limits as listed above. IMPORTANT: POLICY ENDORSEMENTS The Contractor will provide copies of the policies without expense, to the City and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. Any costs will be paid by the Contractor. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of each insured may appear) as to all applicable coverage; b. Provide for 30 days notice to the City for cancellation, nonrenewal, or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Director of Purchasing & Contract Management City of Lubbock 1314Avenue K, 9`�' Floor Lubbock, Texas 79401 Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability.