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Tab 1 – Master AgreementGeneral Terms and Conditions Customer Support The vendor shall provide timely and accurate technical advice and sales support. Thevendor shall respond to such requests within one (1) working day after receipt of therequest. Assignment of Contract No assignment of contract may be made without the prior written approval of Region 14ESC. Awarded vendor is required to notify Region 14 ESC when any material change inoperation is made. Disclosures Respondent affirms that he/she has not given, offered to give, nor intends to give at anytime hereafter any economic opportunity, future employment, gift, loan, gratuity, specialdiscount, trip, favor or service to a public servant in connection with this contract. The respondent affirms that, to the best of his/her knowledge, the offer has been arrived atindependently, and is submitted without collusion with anyone to obtain information orgain any favoritism that would in any way limit competition or give an unfair advantageover other vendors in the award of this contract. Renewal of Contract Unless otherwise stated, all contracts are for a period of three (3) years with an option torenew annually for an additional five (5) years if agreed to by Region 14 ESC and thevendor. Funding Out Clause Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. Acontract for the acquisition, including lease, of real or personal property is a commitmentof the entity’s current revenue only, provided the contract contains either or both of thefollowing provisions: Retains to the entity the continuing right to terminate the contract at the expiration of eachbudget period during the term of the contract and is conditioned on a best efforts attemptby the entity to obtain appropriate funds for payment of the contract. Shipments (if applicable) The awarded vendor shall ship ordered products within seven (7) working days for goodsavailable and within four (4) to six (6) weeks for specialty items after the receipt of theorder unless modified. If a product cannot be shipped within that time, the awardedvendor shall notify the entity placing the order as to why the product has not shipped andshall provide an estimated shipping date. At this point the participating entity may cancelthe order if estimated shipping time is not acceptable.

Tax Exempt Status Since this is a national contract, knowing the tax laws in each state is the soleresponsibility of the vendor. Payments The entity using the contract will make payments directly to the awarded vendoror their affiliates as long as written request and approval by NCPA is provided tothe awarded vendor. Adding authorized distributors/dealers Awarded vendors are prohibited from authorizing additional distributors ordealers, other than those identified at the time of submitting their proposal, to sellunder their contract award without notification and prior written approval fromNCPA. Awarded vendors must notify NCPA each time it wishes to add an authorizeddistributor or dealer. Purchase orders and payment can only be made to awarded vendor unlessotherwise approved by NCPA. Pricing provided to members by added distributors or dealers must also be lessthan or equal to the pricing offered by the awarded contract holder, unlessotherwise approved by NCPA. Pricing All pricing submitted to shall include the administrative fee to be remitted to NCPAby the awarded vendor. It is the awarded vendor’s responsibility to keep allpricing up to date and on file with NCPA. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in allpricing offered unless otherwise clearly stated in writing WAXIE Sanitary Supply is offering the following price and delivery program:o Within WAXIE Sanitary Supply’s normal company owned truck delivery zones,all orders are delivered with no minimum order and no freight charges.o Outside of WAXIE Sanitary Supply’s normal company truck delivery zones, allorders shall have no minimum and shall be delivered on a freight prepay andadd basis.The same pricing and delivery parameters shall prevail for any subcontractorsWAXIE utilizes for contract fulfillment in states where we do not operate.Special Pricing and Delivery Terms:AlaskaWAXIE Sanitary Supply operates in the State of Alaska. Due to Alaska’sextraordinary environment and the distances and expense required to operate inAlaska, the following terms shall apply.

A twenty-nine (29) cent per pound additional charge shall be added to all pricesquoted for the continental U.S. for delivery in WAXIE Sanitary Supply’s normaldelivery area in Anchorage and Fairbanks.Outside of WAXIE Sanitary Supply’s normal truck delivery area in Anchorage andFairbanks, the Alaska price plus freight on a prepay and add basis.Delivery to remote areas is on an availability of transportation basis. Some areashave no deliveries in the winter months.Hawaii, Puerto Rico and US TerritoriesAll orders outside contiguous United States and Alaska will be charged contractprice plus actual freight.WAXIE prices are based on a category minimum discount off list price. Each lineitem is individually priced at or below the category discount percentage. This allowsWAXIE to provide the best pricing for each line item and increases the contract’svalue to the end user.List prices are based on manufacturers’ or Master Distributors’ list price in effect onApril 1, 2016 or WAXIE list price effective on March 1, 2016. WAXIE publishes listprices on the first of each month. March 1, 2016 WAXIE Price Pages will be providedupon request. Category discounts are included on our price spreadsheet. Adding authorized distributors/dealers Awarded vendors are prohibited from authorizing additional distributors ordealers, other than those identified at the time of submitting their proposal, to sellunder their contract award without notification and prior written approval fromNCPA. Awarded vendors must notify NCPA each time it wishes to add an authorizeddistributor or dealer. Purchase orders and payment can only be made to awarded vendor unlessotherwise approved by NCPA. Pricing provided to members by added distributors or dealers must also be lessthan or equal to the pricing offered by the awarded contract holder, unlessotherwise approved by NCPA. Since many Public Sector agencies require or prefer to work through a disadvantagedbusiness partner WAXIE has developed a network of reputable small disadvantagedbusinesses that we authorize to support the contract through sales, customer service,and other commercially useful functions. The current list of companies is:ooooooBrighton Cromwell, a federal small business;Document Imaging Dimensions, a women and veteran owned business;MANS Distributing Inc., a women and minority owned business;J Hurley Company, a service related disabled veteran owned business;Vet Force Inc., a service related disabled veteran owned business; andSustain One, a minority and women owned business.

Warranty Proposals should address each of the following: Applicable warranty and/or guarantees of equipment and installations includingany conditions and response time for repair and/or replacement of anycomponents during the warranty period. WAXIE’s supplier and product selection practice combined with operational andlogistical excellence insure uniform quality and consistency in product performance andcustomer service. WAXIE stands behind manufacturer’s full warranty for all products wesell and distribute. If dissatisfied with performance of any product, all unopened andunused portion may be returned for credit within one year of the date ofmanufacture. Use product as directed, wear personal protection equipment whereappropriate, and read and understand all precautionary statements. Availability of replacement parts WAXIE has over 2,000,000 in replacement parts in inventory at any given time. Mostreplacement parts will be delivered in the same time frame as normal product delivery.Parts requiring a special order will be shipped under freight conditions unless thecustomer chooses to expedite shipping. Expedited shipping charges will be theresponsibility of the customer. Life expectancy of equipment under normal use Manufacturers’ warranties are the only warranties available to the customer. Thelife expectancy of the equipment varies based on a variety of factors includingweather, intensity of use, daily maintenance and other factors. For these reasons,there is no standard for the life expectancy of Janitorial Equipment. Detailed information as to proposed return policy on all equipment WAXIE stands behind manufacturer’s full warranty for all products we sell anddistribute. If dissatisfied with performance of any product, all unopened and unusedportion may be returned for credit within one year of the date of manufacture. Useproduct as directed, wear personal protection equipment where appropriate, and readand understand all precautionary statements. Indemnity The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESCand its participants, administrators, employees and agents against all claims,damages, losses and expenses arising out of or resulting from the actions of thevendor, vendor employees or vendor subcontractors in the preparation of thesolicitation and the later execution of the contract. WAXIE requests reciprocal indemnification using the following language:Region 14 ESC and its participants, administrators, employees and agents shallprotect, indemnify, and hold harmless WAXIE and its officers, agents andemployees against all claims, damages, losses and expenses arising out of orresulting from the actions of the end user in the preparation of the solicitation andthe later execution of the contract.

Franchise Tax The respondent hereby certifies that he/she is not currently delinquent in thepayment of any franchise taxes. Supplemental Agreements The entity participating in this contract and awarded vendor may enter into aseparate supplemental agreement to further define the level of service requirementsover and above the minimum defined in this contract i.e. invoice requirements,ordering requirements, specialized delivery, etc. Any supplemental agreementdeveloped as a result of this contract is exclusively between the participating entityand awarded vendor. Certificates of Insurance Certificates of insurance shall be delivered to the Public Agency prior tocommencement of work. The insurance company shall be licensed in the applicablestate in which work is being conducted. The awarded vendor shall give theparticipating entity a minimum of ten (10) days notice prior to any modifications orcancellation of policies. The awarded vendor shall require all subcontractorsperforming any work to maintain coverage as specified. WAXIE's corporate insurance policies do not provide a (10) day notice ofmodification/cancellation. However, WAXIE recently celebrated our 70thanniversary and in that time, WAXIE has never had a day without insurancecoverage. In the extreme unlikelihood that insurance is cancelled by our carrier,WAXIE will notify Region 14 ESC at the first possible opportunity. Legal Obligations It is the Respondent’s responsibility to be aware of and comply with all local,state, and federal laws governing the sale of products/services identified in thisRFP and any awarded contract and shall comply with all while fulfilling the RFP.Applicable laws and regulation must be followed even if not specificallyidentified herein. Protest A protest of an award or proposed award must be filed in writing within ten (10)days from the date of the official award notification and must be received by 5:00pm CST. No protest shall lie for a claim that the selected Vendor is not a responsibleBidder. Protests shall be filed with Region 14 ESC and shall include the following: Name, address and telephone number of protesterOriginal signature of protester or its representativeIdentification of the solicitation by RFP numberDetailed statement of legal and factual grounds including copies ofrelevant documents and the form of relief requested Any protest review and action shall be considered final with no furtherformalities being considered.

Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly orin part to carry out its obligations under this Agreement then such party shall givenotice and full particulars of Force Majeure in writing to the other party within areasonable time after occurrence of the event or cause relied upon, and theobligation of the party giving such notice, so far as it is affected by such ForceMajeure, shall be suspended during the continuance of the inability then claimed,except as hereinafter provided, but for no longer period, and such party shallendeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes,lockouts, or other industrial disturbances, act of public enemy, orders of any kind ofgovernment of the United States or any civil or military authority; insurrections;riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods;washouts; droughts; arrests; restraint of government and people; civildisturbances; explosions, breakage or accidents to machinery, pipelines or canals,or other causes not reasonably within the control of the party claiming suchinability. It is understood and agreed that the settlement of strikes and lockoutsshall be entirely within the discretion of the party having the difficulty, and that theabove requirement that any Force Majeure shall be remedied with all reasonabledispatch shall not require the settlement of strikes and lockouts by acceding to thedemands of the opposing party or parties when such settlement is unfavorable inthe judgment of the party having the difficulty Prevailing Wage It shall be the responsibility of the Vendor to comply, when applicable, with theprevailing wage legislation in effect in the jurisdiction of the purchaser. It shallfurther be the responsibility of the Vendor to monitor the prevailing wage rates asestablished by the appropriate department of labor for any increase in rates duringthe term of this contract and adjust wage rates accordingly. Miscellaneous Either party may cancel this contract in whole or in part by providing writtennotice. The cancellation will take effect 30 business days after the other partyreceives the notice of cancellation. After the 30th business day all work will ceasefollowing completion of final purchase order. Open Records Policy Because Region 14 ESC is a governmental entity responses submitted are subject torelease as public information after contracts are executed. If a vendor believes that itsresponse, or parts of its response, may be exempted from disclosure, the vendor mustspecify page-by- page and line-by-line the parts of the response, which it believes, areexempt. In addition, the respondent must specify which exception(s) are applicable andprovide detailed reasons to substantiate the exception(s).

The determination of whether information is confidential and not subject to disclosureis the duty of the Office of Attorney General (OAG). Region 14 ESC must provide theOAG sufficient information to render an opinion and therefore, vague and generalclaims to confidentiality by the respondent are not acceptable. Region 14 ESC mustcomply with the opinions of the OAG. Region14 ESC assumes no responsibility forasserting legal arguments on behalf of any vendor. Respondent are advised to consultwith their legal counsel concerning disclosure issues resulting from this procurementprocess and to take precautions to safeguard trade secrets and other proprietaryinformation.Except where indicated otherwise, WAXIE acknowledges and agrees to all other aspects ofthe General Terms and Conditions section.

ProcessRegion 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes,ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESCin evaluating proposals. Award(s) will be made to the prospective vendor whose response is determinedto be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify forevaluation, response must have been submitted on time, and satisfy all mandatory requirementsidentified in this document. Contract Administration The contract will be administered by Region 14 ESC. The National Program will beadministered by NCPA on behalf of Region 14 ESC. Contract Term The contract term will be for three (3) years starting from the date of the award. Thecontract may be renewed for up to five (5) additional one-year terms. Contract Waiver Any waiver of any provision of this contract shall be in writing and shall be signed by theduly authorized agent of Region 14 ESC. The waiver by either party of any term orcondition of this contract shall not be deemed to constitute waiver thereof nor a waiver ofany further or additional right that such party may hold under this contract. Products and Services additions Products and Services may be added to the resulting contract during the term of thecontract by written amendment, to the extent that those products and services are withinthe scope of this RFP. Competitive Range It may be necessary for Region 14 ESC to establish a competitive range. Responses not inthe competitive range are unacceptable and do not receive further award consideration. Deviations and Exceptions Deviations or exceptions stipulated in response may result in disqualification. It is theintent of Region 14 ESC to award a vendor’s complete line of products and/or services,when possible. Estimated Quantities The estimated dollar volume of Products and Services purchased under the proposedMaster Agreement is 35 - 60 million dollars annually. This estimate is based on theanticipated volume of Region 14 ESC and current sales within the NCPA program. There isno guarantee or commitment of any kind regarding usage of any contracts resulting fromthis solicitation Evaluation Region 14 ESC will review and evaluate all responses in accordance with, and subject to,the relevant statutes, ordinances, rules and regulations that govern its procurementpractices. NCPA will assist the lead agency in evaluating proposals. Recommendations forcontract awards will be based on multiple factors, each factor being assigned a point valuebased on its importance.

Formation of Contract A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms,conditions, scope of work, and specifications contained in this request. A solicitation does notbecome a contract until it is accepted by Region 14 ESC. The prospective vendor must submit asigned Signature Form with the response thus, eliminating the need for a formal signingprocess. NCPA Administrative Agreement The vendor will be required to enter and execute the National Cooperative PurchasingAlliance Administration Agreement with NCPA upon award with Region 14 ESC. Theagreement establishes the requirements of the vendor with respect to a nationwidecontract effort. Clarifications / Discussions Region 14 ESC may request additional information or clarification from any of therespondents after review of the proposals received for the sole purpose of eliminationminor irregularities, informalities, or apparent clerical mistakes in the proposal.Clarification does not give respondent an opportunity to revise or

Service Center ("Region 14 ESC") RFP #08-16 for Comprehensive Operational & Janitorial Supplies . regarding our submitted information please contact me at . mmuscara@waxie.com or (480) 213-1709. . Michael Muscara Corporate Accounts Director . Request for Proposal (RFP) for Comprehensive Operational & Janitorial Supplies Solutions .