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SHERWIN WILLIAMS - PAINTS WITH RELATED SUPPLIESA CONTRACT AWARD SHEET INSTRCUTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION CONTACINED HEREIN IS AVAILABLE IN THE PURCHASING SECTION OF OUR WEBPAGE AT: www.hialeahfl.gov CITY OF HIALEAH CONTRACT AWARD PURCHASING DEPARTMENT CITY OF HIALEAH CONTRACT: SOURCEWELL CONTRACT NO: 121219-SHW DESCRIPTION: PAINTS WITH RELATED SUPPLIES CONTRACT PERIOD: OCTOBER 1, 2022 THROUGH JANUARY 15, 2024 WITH AN OPTION OF ONE (1) ADDITIONAL ONE-YEAR PERIOD THROUGH JANUARY 14, 2025. SECTION #1 – VENDOR AWARD Name: SHERWIN WILLIAMS Name: Contact: KEVIN McCOY Contact: Phone: 216-566-7422 Phone: Fax: Fax: E-mail: KEVIN.J.MCCOY@SHERWIN.COM E-mail: Name: Name: Contact: Contact: Phone: Phone: Fax: Fax: E-mail: E-mail: SECTION #2 – AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES CITY COUNCIL APPROVED ON: 9/27/2022, ITEM PP AMENDED AMOUNT: RESOLUTION NO: INSURANCE REQUIREMENTS: ANNUAL CONTRACT AMOUNT: PERFORMANCE BOND: APPLICABLE ORDINANCES: Notes: PLEASE FIND A COPY OF THE CURRENT SOURCEWELL CONTRACT, EFFECTIVE OCTOBER 1, 2022, THROUGH JANUARY 15, 2024, WITH AN OPTION OF ONE (1) ADDITIONAL ONE-YEAR PERIOD. SECTION #3 – REQUESTING DEPARTMENT CITY OF HIALEAH, DEPARTMENT OF FINANCE, PURCHASING DIVISION Contract Administrator: Luis A. Suarez Phone: 305-883-5988 SECTION #4 – PROCURING AGENCY CITY OF HIALEAH, DEPARTMENT OF FINANCE, PURCHASING DIVISION Contract Administrator: Luis A. Suarez Phone: 305-883-5988 Prepared by: Luis A. Suarez \TE M#2i?-~ SEP 2 7 2022 RECEIV ED COUNCIL AGENDA ITEM RE UEST F Off\CE. Of This form, letter from the department head addressed to the Mayor and "ty ~<fH/2lfi.l!ifff$\W supporting documents are due the Monday of the week prior to the Cit c1 Meeting. Date of Request: 9/19/2022 --l Requesting City Department: Purchasing Department 1--RE CE N ED Requested Council Meeting 9/27/2022 SEP '2 '2 2022 Date: Action Requested from the 0 Issue a purchase order MAYOR'S OFF ICE _l City Council: l 0 Increase a purchase order 0 Award a bid 0 Bid No. 0 Reject a bid 0 Bid No. 0 Special Events Permit 0 Street Closure 0 Other: AQQroval to Qiggyback off Sourcewell contract 121219- SHW for a term of October 1, 2022, through January 15, 2024, with an OQtion to renew for one {1) additional one- year Qeriod through January 14, 2025. Scope of service (s) or product(s): Paint with Related Supplies Vendor: Sh erwin Williams Expenditure Amount: r Funding Source (i.e., account funding the expenditure): Purchasing Process: Various 0 Competitive Bidding 0 An exception to competitive bidding applies: 0 Professional services in the nature of consultants, accountants, and attorneys 0 Sole source provider 0 Emergency based on object facts 0 Credit facilities 0 Competitive bidding is not required because the City is utilizing a bid that has been awarded or under contract by state, county or other governmental agencies. 0 Title of state, county or other governmental agencies contract : Sourcewell contract 121219-SHW D Piggy-back contract ex piration date: January 14, 2025 0 Waive Competitive Bidding D Reason(s) it is not advantageous to th e City to utili ze com p etitive bidding: r Signatures: Esteban Bovo, Jr. Mayor Carl Zogby Council President Monica Perez Council Vice-President September 20, 2022 Honorable Mayor Esteban Bovo, Jr. And City Council Members City of Hialeah 501 Palm Avenue Hialeah, FL 33010 City of Hialeah RE: Piggyback-Sherwin Williams -Paint with Related Supplies Dear Mayor and Council members: Counci l Members Bryan Calvo Vivian Casals-Munoz Jacqueline Garcia-Roves Luis Rodriguez Jesus Tundidor In accordance with the C i ty of H ia leah Code Section 2-818 State, county, or other governmental agency bids or contracts: Whenever advantageous to the c ity, the city may utilize bids that have been awarded or under contract hy the state, county, or other governmental agencies. If the city utilizes state, county, or other governmental agency js, competitive bidding will not be required. T h e City of Hialeah is registered with Sourcewell a cooperative purchasing organization for the public sector. This gives us an advantage by offering a large portfolio of competitively bid contracts. Therefore, we are requesting approval to add S h erwin Williams to the list of vendors to provide Paint with Related Supplies via piggyback the Sherwin Williams -Contract # 121219-SHW for paints and related supplies. Your approval will provide the City with a 30% discount on paint and sundries and, a 12% discount on power equipment and parts . This contract will be effective from October 1, 2022, through January 15, 2024, w ith an option to r en ew for one (1) additional one-year period through January 14, 2025. Funding will be provided by the departments utili z ing this vendor. 50 1 Palm Avenue, Hi a leah , F lorida · 33 010-47 19 r Piggyback Contracts Paint & Related Supplies 1. Sherwin Williams -Sourcewell Contract #121219-SHW 2 . Home Depot Pro -OMNIA Partners Contract 16154 (~I'I1Y ()I( lll1.\IJ~1.\ll CONTRACT AWARD PURCHASING DEPARTMENT SOURCEWELL CONTRACT NO: 121219-SHW DESCRIPTION: PAINTS WITH RELATED SUPPLIES CONTRACT PERIOD: OCTOBER 1, 2022 THROUGH JANUARY 15, 2024 WITH AN OPTION OF ONE (1) ADDITIONAL ONE-YEAR PERIOD. I SECTION #1-VENDOR AWARD Name: SHERWIN WILLIAMS Contact: KEVIN McCOY Phone: 216-566-7422 Fax: E-mail: JCRAIN@BSNSPORTS.COM Name: Contact: Ohone: rax: E-mail: Name: Contact: Phone: Fax: E-mail: Name: Contact: Phone: Fax: E-mail: I SECTION #2 -AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES CITY COUNCIL APPROVED ON: RESOLUTION NO: ANNUAL CONTRACT AMOUNT: N/A AMENDED AMOUNT: N/A INSURANCE REQUIREMENTS: N/A PERFORMANCE BOND: N/ A APPLICABLE ORDINANCES: N/A Notes: PLEASE FIND A COPY OG THE CURRENT SOURCEWELL CONTRACT, EFFECTIVE OCTOBER 1, 2022, THROUGH JANUARY 15, 2024, WITH AN OPTION OF ONE (1) ADDITIONAL ONE-YEAR PERIOD . SECTION #3 -REQUESTING DEPARTMENT CITY OF HIALEAH, DEPARTMENT OF PURCHASING Contract Administrator: Luis A . Suarez Phone: 305-883-5988 I SECTION #4 -PROCURING AGENCY CITY OF HIALEAH, DEPARTMENT OF PURCHASING Contract Administrator: Luis A . Su a r ez Phone: 305-883-5988 Prepared by: Luis A. Suarez, 9/19/2022 A CO NTRACT AWARD SHEET IN STRCUTIONAL GUID E TO ASS IST YOU WITH THE IN FOR MATION CO NTAC IN ED HERE IN IS AVAILA BLE IN TH E PURCHA SIN G SECT ION OF OUR W EBPAGE AT : www .hi a lea hfl .go v Sourcewell ~ Sherwin-Williams #121219-SHW Pricing for contract #121219-SHW offers Sourcewell participating agencies the following discounts: • 30% Discount on paint and sundries • 12% Discount on power equipment and parts Sourcewell ~~ (" Sherwin-Williams Company Paint with Related Supplies #121219 -SHW Maturity Date : 01/15/2024 Products & Services Products & Services Sourcewell contract 121219-SHW gives access to the following types of goods and services: o Interior coatings o Exterior coatings o Equipment & supplies o Wood stains, seal ers, & cl ear topcoats o Commercial high-performance coatings o Prim e rs o Con c ret e & m as onry products o Aerosols o Deck st a ins & suppli es o Floor coatings o Faux fini shing o Sidin g st a ins Buy Sou rcewell l v Login to unlock more contract features. 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About Careers Compliance & Legal Contact News Terms & Conditi ons Privacy Policy Accessib i lity All Solutions + Minnesota -Only Solutions + Supplier Resources + f "#in a © 2022 Sourcewell. All rights reserved . DocuSign Envelope ID: 855C6882-F119-4954-B 186-283FE2A97 A32 121219-SHW Sourcewell ~~ Solicitation Number: #121219 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O . Box 219, Staples, MN 56479 (Sourcewell) and The Sherwin Williams Company, 101 Prospect Avenue NW 1710 Midland, Cleveland, OH 4411S(Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21} that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada . Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members). 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 15, 2024 unless it is cancelled sooner pursuant to Article 24 . This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11through16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer clos e-o ut or refurbished Equipment or Products if they are clearly indicated in Ve ndor's product and pricing list . Unle ss agree d to by the M ember in ad vance, Equipment or Products must be delivered as operational to the Member's site. Rev .4/2019 1 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed . B. LAWS AND REGULATIONS. All Equipment, Products, or Services must comply fully with applicable federal laws and regulations, and with the laws of the state or province in which the Equipment, Products, or Services are sold. C. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Member in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Member. D. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized Distributors/Dealers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase. When providing pricing quotes to Members, all pricing quoted must reflect a Member's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Member's requested delivery location. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or con ditions prevent effective insp ection of the Equipment an d Products at the time of delivery. Rev .4/2019 2 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW Vendor 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 Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member. B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax-exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity. C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at 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 Members. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number • Clearly specify the requested change • Provide sufficient detail to justify the requested change • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, d eletion, price change) • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged . A fully exec uted Sourcewell Pric e and Product Requ est Form will b e become an amendment to this Contract and be incorporated by reference. Re v. 4/2019 3 DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 121219-SHW 5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract. A Member's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member's use of this Contract is at the Member's sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government- owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws. 6. MEMBER ORDERING AND PURCHASE ORDERS A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member. B. ADDITIONAL TERMS AND CONDITIONS . Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry-specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and conditions must never be less favorable to the Member than what is contained in Vendor's Proposal. C. PERFORMANCE BOND. If requested by a Member, Vendor will provide a performance bond that meets the requirements set forth in the Member's purchase order. Re v . 4/2019 4 DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 121219-SHW t D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal or state laws or regulations prohibit the purchase or change the Member's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Member's purchase order will be determined by the Member making the purchase . 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Member inquiries; and • Business reviews to Sourcewell and Members, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (R e port) to th e Sourcewell Contract Administrator assigned to this Contract. A Re port mu st b e provid ed r egardl ess of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). 5 Rev . 4/2019 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6 -283FE2A97 A32 121219-SHW The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Member Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Members. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract . In the event the Vendor is delinquent in any undisputed administrative f ees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person n amed in the Vendor's Proposal. If Vendor's Authorized Represe ntative changes at any time during this Contract, Vend or must promptly notify Sourcewell in writing. Re v . 4/201 9 6 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS . Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties . C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE . This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses . This Contract does not create a partnership, joint venture, master- servant, principal -a gent, or any other relationship. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) yea rs from the end of this Contract. This clause extends to Members as it relates to business conducted by that M e mber und e r this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Dat a Practices Act, Minnes ota Statutes Chapter 13, as it applies to all d at a provided by or provid ed to Sourc ew ell under this Contract and as it appli es to all data created , collected, r ece ived, stored, used, maintained, or disseminated by the Vendor under this Contract. Rev .4/2019 7 DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 121219-SHW If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INTELLECTUAL PROPERTY As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Members by any person on account of the use of any Equipment or Products by Sourcewell or its Members supplied by Vendor in violation of applicable patent or copyright laws. 15. PUBLICITY, MARKETING, AND ENDORSEMENT A. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. C. ENDORSEMENT . The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or fed e r al court in Fergus Fall s, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held respon sibl e for delay or d efa ult caused by ac ts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provi sion of thi s Contract is found to be ill ega l, un e nforcea bl e, o r vo id th en both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the Re v. 4/2019 8 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation . If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty {30) calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending . Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Members as a result of such failure to proceed will be borne by the Vendor . B. DEFAULT AND REMEDIES . Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or elimin ate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: • Ex e rcise any remedy provided by law or equity, or • Terminate the Contract or any portion th ereof, includin g any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS . At its own exp ens e, Vendor must maintain in suranc e policy(i es ) in effect at a ll t im es during th e perform ance of this Contrac t wit h in suranc e comp any(i es ) li ce nse d 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: 9 Re v. 4/2019 DocuSign Envelope ID: 855C6882-F119-4954-B 186-283FE2A97 A32 121219-SHW 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CGOOOl (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, 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-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer). Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event 10 Rev . 4/2019 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW $2,000,000 -annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data -including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without thirty {30) days' prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within ten (10) days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. 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. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights aga inst Sourcewell and oth er additional insureds for los ses paid und er th e in suranc e polici es r eq uired by this Contract or oth er insurance applicable to the Vendor or its subcontractors . The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance Rev.4/2019 11 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies). F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to Sourcewell's approval. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on sp ecific funding specifications. Within this Articl e, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when 12 Re v. 4/2019 DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 121219-SHW a Member accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p . 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor ." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S .C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F .R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation . The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F .R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled . The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions . C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U .S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. § 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every m e chanic a nd laborer on th e b asi s of a stand ard work w ee k of 40 hours. Work in exc ess o f th e st and a rd work w ee k is p e rmi ss ibl e provid ed t h at th e worke r is compe ns at ed at a r at e of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction 13 Re v . 4/2019 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A 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. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F .R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F .R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor 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 (31U.S.C.§1352}. Vendors must file any required certifications. Vendors must not have use d federal appropriated funds to pay an y person or organi zat ion for influ encing or attempting to influ enc e 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 14 Rev. 4/2019 DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 121219-SHW covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS . To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act . Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R . § 200 .336). Vendor agrees that duly autho r ized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F .R. § 200.322). A non-federal entity that is a st ate 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 sa tisfactory level of competition, where the purch ase price of th e item exc ee ds $10,000 o r t h e 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 establish i ng an affirmative procurement program for procurement of re covered materials identified in the EPA guidelin es. 24. CANCELLATION 15 Rev.4/201 9 DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 121219-SHW Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty {60) days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination. Sourcewell ~DocuSlgned by: By:~/39E~Af'f'7 Jeremy Schwartz Title: Director of Operations & Procurement/CPO Date: 1/13/2020 I s : 08 PM CST Approved: ltDocuSigned by: By: .tJ;:IsF~A~ Chad Coauette Title: Executive Director/CEO Date: 1/13/2020 I 5:47 PM CST Rev.4/2019 The Sherwin-Williams Company Jr DocuSigned by: By:0,~1~0~ Craig Mackay Title: National Sales Manager Government Date: 1/14/2020 I 6:28 AM PST 16 DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 RFP 121219 -Paint with Related Supplies, Equipment, 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: The Sherwin-Williams Company 101 Prospect Avenue NW 1710 MIDLAND Cleveland, Ohio 44115 Kevin McCoy kevin .j .mccoy@sherwin .com 216-216-5422 216-566-1909 34-0526850 Thursday October 31, 2019 07:14:50 Wednesday December 11, 2019 07:42:57 Kevin McCoy kevin .j .mccoy@sh erwin.com 8711 d2c7-2cd5-4432-88c2-f49b99bc9218 104.129.196.157 DocuSign Envelope ID: 855C6882-F119-4954-B 1 B6-283FE2A97 A32 l Specifications Table 1: Proposer Identity & Authorized Representatives _me Question Response * Item 1 Proposer Legal Name (and applicable The Sherwin-Williams ·company d/b/a, if any): 2 Proposer Address: 101 W Prospect Avenue, 1710 Midland, Cleveland, Ohio 44115 3 Proposer website address: www.sherwin-williams.com 4 Proposer's Authorized Representative Craig Mackay, National Sales Manager, Government, craig.mackay@sherwin.com, 240-350-7862 (name, title, address, email address & phone) (The representative must have authority to sign the "Proposer's Assurance of Compliance" on behalf of the Proposer): 5 Proposer's primary contact for this Craig Mackay, National Sales Manager, Government, craig .mackay@sherwin.com, 240-350-7862 proposal (name, title, address , email address & phone): 6 Proposer's other contacts for this Kevin J . McCoy -Government Sales Specialist, kevin.j.mccoy@sherwin .com , 216-566-7422 proposal, if any (name, title , ad dress, email address & phone): Table 2: Company Information and Financial Strength Line Item 7 8 9 10 11 12 Question Provid e a brief history of your comp any, including your company's core values , business philosophy, and industry longevity related to the requ ested equipment, products or services. Provide a detailed description of th e products and services that you are offering in your proposal. What are your company's expectations in th e eve nt of an aw ard ? De monstrate your fin ancia l strength a nd stability with meaningful data . This co uld include such item s as fin ancial statements, SEC filin gs, credit and b ond ra ting s, letters of credit, and detailed refe re nce letters. Upload supportin g docum ents (as appli cable) in th e document upload section of your response. What is your US mark et share for th e solutions th at you are proposin g? What is your Canadian marke t share, if any? Response * Henry Sherwin and Edward Willi ams established the Sherwin-Willi ams Company in 1866, in Cl eveland, Ohio. The compan y grew quickly. By 1905, the Sh erwin-Willi ams Company sold paint across the United States as well as in Canada, South America, and Europe. In was in this same year that the company adopted the "Cover the Earth Logo." During the ensuing 100 years, the company continued to grow both organically and through acquisitions . With the 2017 acquisition of Valspar, The Sherwin-Williams Com pany became the largest paint manufacturer and retail er in the world . The company attributes its organ ic growth to its belief in the core value s of providing quality produ cts and service at competitive prices with service based on knowledge and integrity. Additionally, th e company ha s been a leader in paint technology and development from being the first company to provide re ady-mixe d pai nt in 1880 to bei ng the first to d evelop 0 voe colorants in th e twenty-first ce ntury . The company offers its products under the Sherwin-Williams, Dutch Boy, Krylon , Minwax, Thompson's WaterSeal, and Duckback names among its many brands . In 2016, The Sherwin- Williams Company produced and sold over 15 billion gallons of paint which were developed and manufactured in forty-three ISO 9001 certified US and Canadian factories . The Sherwin-Williams Company a lso manufactures and distributes under a strict Sigm a Si x protocol for quality assurance. Sigma is a statistical concept that represents th e amount of variation present in a process relative to custom er req uirements or specifications . When a process operates at a six sigma leve l, the vari ation is so s mall th at th e resulting products and services are 99.9997% d efect fre e . The Sherwin-Williams Company offers a full line of paints and paint related sundries. By specializing in one aspect of maintenance, repair and operation supply, the company can continue to develop cutting edge products while still providing the highest quality products and services in th e paint industry. Th e Sherwin-Williams Company will use its 4300 store network in th e United States an d Canada to provid e local, individuali ze d service to Sourcewell members while maintai ning th e economies of scale, manufacturing capacity and tec hnical developm ent and fin ancial strength of a mu lti-nat io nal co rp oratio n. Thro ugh thi s plan, each agency will wo rk with a loca l sto re, staff by individuals from their own area who are aware of the spe cific needs of their area from regulatory requirements to product performance iss ues and delivery specifics while providing products developed by a company that is a leader in the field of pa in t chemi stry. The Sherwin-Williams Company is publ icly trad ed on th e New York Stock Exchange (ti cker symbol SHW.) Included in thi s proposal is a three yea r snapshot of th e company's fi nanci al results. Additional in form ation such as annu al reports , 10-Q , 10-K and 8-K reports and vari ous fin ancial filin gs can be found at https://investors.sherwin -willi ams.com/home. Net Sales 2018 -$17B Net Sales 2017 -$14B Net Sales 2016 - $11B The S herwin -Willi ams Company is the larg est paint and coatings co mpany in th e United States with over 4300 stores in eve ry state, th e Di stri ct of Columbi a and Pue rto Rico. Th e Sherwin -Williams Compa ny is a top 3 paint and manufacturer in Canada with ove r 220 stores thro ug h o ut every province . * * * . . DocuSign Envelope ID: B55C6882-F119-4954-B 1 B6-283FE2A97 A32 13 Has your business ever petitioned for bankruptcy NO . protection? If so, explain in detail. 14 How is your organization best described : is it a The Sherwin-Williams Company is a vertically integrated paint manufacturer and reta iler . By manufacturer, a distributor/dealer/reseller, or a controlling all aspects of its product from development, manufacture, distribution , sale and service provider? Answer whichever question delivery, the company can better react to the needs of its customers . The company is not " {either a) or b) just below) best applies to your using third party dealers for this proposal making the company the only entity responsible for organization . the satisfaction of its customers. In so far as the stores and representatives assigned to a) If your company is best described as a Sourcewell members , all are employees of The Sherwin-Williams Company. They understand distributor/dealer/reseller {or similar entity), provide and will adhere to the terms , conditions and requirements of any contract originating from this your written authorization to act as a proposal since it will be company policy. distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is . your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees , or the employees of a third party? 15 If applicable, provide a detailed explanation The company maintains all licenses and certificates required by local authorities in its stores outlining the licenses and certifications that are and plants. The list for over 4400 locations would be too ponderous for in clusion in this both required to be held, and actually held, by proposal, however, such information is avai lable for any locations on request. . your organization {including third parties and The Company's subcontractors th at you use) in pursuit of the business contemplated by this RFP. 16 Provide all "Suspension or Disbarment" information There is no suspension or disbarment history for The Sherwin-Williams Company that has applied to your organization during the . past ten years. 17 Within this RFP category there may be As noted in section 6 .1, The Sherwin-Williams Company is offering products in the Paint subca tegories of solutions. List subcategory titles category only. Within this category, however, the co mpany has an extensive product offering . th at best describe your products and services . A contract with The Sherwin-Williams Company guarantees that the agency will find products . to meet the unique need s of government agencies, including marine and freshwater nee ds, potable water di stribution and storage, tran sportation, sewer, and highway marking as well as standard architectural requirements . DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 Table 3: Industry Recognition & Marketplace Success Line Item 19 20 21 2 2 Question Describe any relevant industry awards or recognition that your company has received in the past five years What percentage of your sales are to the governmental sector in the past three years What percentage of your sales are to the education sector in the past three years List any state or cooperative purchasing contracts that you hold . What is the annual sales volume for each of these contracts over the past three years? Li st any GSA contracts that you hold . Wh at is th e annual sa les volume fo r each of these contracts over the pas t three y ea rs? Table 4: References/Testimonials Response * The Sherwin-Williams Company has 224 GPS-2 certifi cations by Master Painter's Ins ti tute (MPI.) GPS-2 is the most stringent certification level offered by MPI. Products that meet these criteria are found at www.paintinfo.com . Certification is noted on the product's te chnical data pages and on the catalog The Sherwin-Williams Company has numerous other products that are certified MPl-1. which is a second green certification . The Sherwin-The Sherwin-Williams Company currently has 83 product lines certified as Gold by Greengard. These products can be viewed at http://productguide.ulenvironment.com/SearchResults.aspx?Brand l D=558&CertificationlD=2 . This designation is noted on the product's technical data page and catalog description . The Sherwin-Williams Company identifies produ cts that meet the SCAQMD criteria on its produ ct data sheets, whi ch are available on lin e a nd in an agencies eCatalog. 5% 5% State Contract value STATE OF PENNSYLVANIA 1,3 85 ,071 CITY OF PHILADELPHIA 501,074 STATE OF INDIANA 144,253 STATE OF ILLINOIS 350,918 PENNSYLVANIA COSTARS MRO 8 373,1 92 STATE OF RHODE ISLAND 411,042 STATE OF WEST VIRGINIA 1,562,934 STATE OF LOUISIANA 2,677,922 NORTH CAROLINA STATE CONTRACT 3,796.488 STATE OF OHIO 2,159,330 STATE OF TEXAS (TXMAS) 8,347.445 NH -DIV PLANT & PROPETY MGMT 207,892 STATE OF VERMONT 22 0,028 STATE OF SOUTH DAKOTA 289,100 STATE OF DELAWARE 651 ,050 STATE OF MARYLAND 1,382,138 STATE OF GEORGIA 2,367,839 STATE OF VIRGINIA 76,121 STATE OF ARKANSAS 845,672 STATE OF TENNE SSEE 261,91 8 CONN ECTICUT STATE CONTRACT 701,60 3 STATE OF NEW MEX ICO 23 8,087 STATE OF MISSOURI/STATE CONT STATE OF KENTUCKY -CONTRACT STATE OF IDAHO 379,74 1 248,369 313,623 STATE OF OKLAHOMA -CONTRACT 35,642 COMMONWEAL TH OF MASSACHUSETTS 4,69 6 29,933, 189 MH EC MA HIGH ER EDU CO NSORTIUM NATL COOP PURCH ALLIANC E-NCPA 745.474 TOTAL 30,678,663 101 ,600 643,874 The Sherwin-Williams Company hold s GSA Contract # 47QSHA18DOOOU . The sales volum e for th e contract is over $10,000,000 per y ear. Line Item 23. Supply refe rence information from three customers who are eligible for Sourcew ell membership. Entity Name • Contact Name * Phone Number * S tate of No rth Carolin a Bahaa Jizi 919-807-4 52 0 Commonwealth of Virg ini a Kevi n Davis 804-328-322 8 St ate of Indiana Emily Cranfi ll 317-232-811 5 . . . DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 Table 5: Top Five Government or Education Customers ( Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. .tity Name Entity Type • State I Scope of Work • Size of Transactions • Dollar Volume Past Three Province * Years • The State of Government Kentucky -KY Statewide paint Supply transactions range from $1,000,000 Kentucky $10.00 to $5000, with an * average of $200.00 The State of Government Ohio-OH Statewide Paint Supply transactions range from $6,000,000 Ohio $10 .00 to $5000, with an * ave rage of $200.00 State of Government Connecticut -CT Statewide Paint Supply transactions range from $215,000 Connecticut $10 .00 to $2000, with an * average of $100.00 City of Government Pennsylvania -PA City wide Paint Supply transactions range from $1,500,000 Philadelphia $10 .00 to $5000, with an * average of $200.00 Philadelphia Education Pennsylvania -PA School Paint Supply transactions range from $1,500,000 School System $50.00 to $7500, with an * average of $300.00 Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item 25 2 6 Question Sales force . De aler network or other distribution method s . Response * The company will use its network of 4300 owned-operated US stores and 220 owned- operated Canadian stores to service Sourcewell members . Each retail store maintains an inventory of approximately $200,000 and larger commercial stores maintain about $500 ,000 worth of material. The company current has over 2600 sales repre sentatives in the United States and Canada. Agencies are assigned a local representative who can conduct site visits recomm end produ cts, work with th e agency fo r spe cific di scounts a nd maintain inventory for both current and projected jobs. The Sherwin-Williams Company firmly believes that no individual shall be placed in a position within the company without being fully trained in the responsi bi lities and duties of tha t job. As such all personnel are all required to complete a series of 20 START tests in the ir first 90 days of employment. These test range from exams on paint chemistry and busin ess management to compl aint resolution and cu stomer service. Upon succ essful completi on of the START program, individuals are sent to training at one of four "Sherwin-Williams University" sites. In fact, for eve ry po sition within th e company, the re is a con comitant wee k long tra ining at a Sherwin-Willi ams University site. It should be noted th at , since Th e Sh erwin-Williams Compa ny promotes from wi thin, the skill s lea rn ed at each level of respon sibility remain with an employee as they move to positions of higher responsibility In these classes , employees learn that customer service is a major component of a positive custom er ex perie nce. Most important to thi s experience is to listen for information and to continu e to solici t all informati o n necessa ry to meet th e customer's nee ds and show the right product, correctly applied, every tim e. On ce train ed each individual undergoes a yearly perfo rm ance re vi ew and is req uired to achi eve a sa ti sfacto ry rati ng on thi s revi ew. Fa ilu re to achi eve th e required grade res ults in a 90 day pro bati onary trial and a second review. Failure to im prove in th is tim e may result in term in ation. The company will use its own network of stores and sales repres entatives to service any co ntracts ari sing from this proposal. The Sherwin-Williams Company owns and operates a fleet of delivery ve hicles, in cl ud ing vans , bo x tru cks and tractor trail ers within each state. These ve hicles , under The She rwin-Willi ams Company's HU B system, have th e ab ili ty to de liver paint and paint related mate ri als w ithin 48 hours of the purchase ord er be in g rece ived (stocked items.) DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 27 28 29 30 31 Service force. Describe in detail the process and procedure of your customer service program, if applicable. Include your response-time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. Identify any geographic areas of the United States or Canada that you will NOT be fully serving through the proposed contract. Identify any Sourcewell Member sectors (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? Define any specific contract requirements or restrictions that would apply to our Members in Hawaii and Alaska and in US Territories. The Sherwin-Williams Company offers site visits by NACS certified representatives for most jobs. NACS certification is among the most respected in the paint industry. The company also offers training on areas of importance to government agencies. For example, the company has conducted training's on coatings for manhole covers, water tanks and road striping. Such classes can be arranged through your local Sherwin-Williams representative. The company maintains a network of power equipment service shops that can service and repair equipment of the individual agencies . Most Sherwin-Williams retail stores are open from 7 am to 7 pm. Commercial stores, which are larger and cater to the professional contractor, are open from 6:30 am to 5 pm. Individual stores may have different hours. Specific hours for any of the 4400 US and Canadian based stores can be found at https://www.sherwin-williams.com/store-locator. Key account represe ntative carry electronic mobile devices and are available during the same business hours and extended hours by arrangement. The primary contract manager, Craig Mackay is usually available 7 days a week from 6am to 11 pm Eastern Time . The Sherwin-Williams Company is offering its products nationwide. As an experienced nationwide entity, The Sherwin-Williams Company is large enough to react to nationwide issues and concerns while maintaining the flexibility to offer specific products and prices based on local conditions, e.g ., the special formulations required of the tropical conditions found in Hawaii and southern Florida or volume discounts on specific accounts . The company has extensive experience managing the paint needs of large multi-state entities in both the public and private sector. The Sherwin-Williams Company will use the protocols developed through this experience to successfully service a Sourcewell master agreement. The company is prepared to service customers in all three silos (government, education and non-profit.) The company has a international presence and can service agencies through out the United States and Canada. The company would be limited by the terms and conditions of its current statewide supply agreements. Wherever the company maintains a presence their would be a retail price based on market conditions in that area. As such any agency would be extended the discount percentage identified in this bid. Additionally, the agency would be able to negotiate additional discounts with its local servicing rep resentative . . able 7: Marketing Plan Line Question Response • Item 32 Describe your marketing strategy for To market the contract we will not be limited to external promotions. We will also aggressively promoting this contract opportunity. present the contract internally to our stores, representatives, technical staff and managers. Upload representative samples of your marketing materials (if applicable) in the Externally, The Sherwin-Williams Company has the capability to perform email blast(s) to prospective document upload section of your response. users of the contract as well as delivering other tangible marketing collateral. Additionally, we will look to link our representatives with State Representatives in a state's Departme nt of Administration to introduce the benefits of a cooperative government co ntract. Internally, we regularly schedule communication to our fie ld employees on contract awards , renewals, or changes. Moreover, the contract managers travel the country performing Government Sales seminars with our operational districts and empower them to present solutions to government needs. 33 Describe your use of technology and The Sherwin-Williams Company has a team of digital marketing professionals that we would utilize to digital data (e .g., social media, metadata promote this contract via social media, email blasts, reminders , and any other available digital media. usage) to enhance marketing effectiveness. Our existing brand recognition in the United States and Canada will also be extremely advantageous for us in helping display the benefits of utilizing the contract. 34 In your vi ew, what is Sourcewell's role in Sourcewell would help promote Sherwin -Williams both digitally and in person at tradeshows or sid e promoting contracts arising out of thi s bar co nversations. We do not expect Sourewell to be experts on coatings , but rather experts on th e RFP? How will you integrate a Sourcewell-contract and its benefits to the agency. awarded contract into your sa les process? The Sherwin-Williams Company looks forward to quarterly meetings with Sourcewell both to revi ew opportunities and mutual performance reviews . The Sherwin-Williams Company would extend an open invitation to Sourcewell for a representative to participate in our Government Sa les Seminars. and present the benefits of a cooperative government contract. 35 Are your products or services avai labl e The Sherwin -Williams Comp any offers the ability to integrate with procureme nt systems supporting through an e-procurement ord ering electroni c orders, invoices, and Digital Catalogs. Once an order is placed, it wi ll be routed through process? If so, describe your e-and monitored by our E-commerce group in Cleveland, Ohio. The order is routed in real time and procurement system and how governmental gee-located to the ne arest Sherwin-Williams store unless accompanying instructions indicate otherwise. -r and educational customers have use d it. Table 8: Value-Added Attributes * . . . DocuSign Envelope ID: B55C6882-F119-4954-B1 B6-283FE2A97 A32 Line Item 36 Question Describe any product, equipment. maintenance, or operator training programs that you offer to Sourcewell Members. Include details. such as -whether training is standard or optional, who provides training, and any costs that apply. 37 38 39 Describe any technological advances that your proposed products or services offer. Describe any "green" initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. Identify any third-party issued eco- labels. ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation. life-cycle design (cradle-to-cradle). emi ssions. VOC's or other green/sustainability factors. Response • Sherwin-Williams prides itself on both product knowledge and also equipment competencies. We have partnered with valuable vendors who provide training either onsite with the agency or at a local Sherwin-Williams Store . The Sherwin-Williams Company has an endless arsenal of product technologies that can cater to any end user need. For Government Agencies, we carry a strong portfolio of products, including, but not limited to Anti-Graffiti, resinous floor coatings, bridge and highway markings • corrosion survey and assessments, tank linings, secondary containment, interior/exterior specialty coatings, as well as architectural coating. The company is a pioneer in Zero to low VOC coating as well as secondary benefits such a identifying light reflective values of its colors to reduce the need for artificial light, thereby saving energy costs and reducing carbon footprints. We also offer a custodian program where our local team retains all information pertaining to a particular agency and their needs. We print a copy for the agency for their records and ours. T his alleviates any confusion or questions that might arise in the future when it comes to revisiting an area of need. Below you'll be able to find all paint and paint related technologies, Sherwin-Williams has to offer. https://www.sherwin-williams.com/home-builders/services/paint-technology-and-application The Sherwin-Williams Company belongs to numerous "green" initiative programs, both in the United States and Canada. The below programs highlight products a nd services that meet or contribute to the green initiatives. LEED USGBC (US Green Building Council) MPI CaGBC (Canadian Building Council) NAHB (National Association of Home Builders) -National Green Building Standard ICC 700-2012 Green Globes and Green Building Initiatives (GBI) • Green Guide for Health Care (GGHC) CAL Green GREENGUARD Environmental Institute (GEi) The below url will take you directly to our page for Third Party Certifications and Information (https://images.sherwin-williams .com/content_images/sw-pdf-third-party-certif .pdf) NSF.ORG PAINTDOCS.COM UL.COM/GG UL.COM/SPOT DocuSign Envelope ID: B55C6B82-F119-4954-B 1B6-283FE2A97 A32 40 42 Describe any Women or Minority Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained . Upload documentation of certification (as applicable) in the document upload section of your response. What unique attributes does your co mpany, your products, or your se rvi ces offer to Sourcewell Members? What makes your proposed solutions unique in your industry as it applies to Sourcewell members? Id entify your abi lity and willingness to provide y our products and services to Sourcewell member agencies in Canada . The Sherwin-Williams Company is a vertically integrated manufacturer and retailer of Paint and Paint related supplies. Additionally, majority of the products used by MRO involved agencies on a da y-to- day basis are picked up at one of our local Sherwin-Williams reta il locations. With that said, the opportunities for direct minority participation/partnership in areas such as manufacturing, reta il , and delivery are non-existent. While the opportunity does not exist to participate/partner with a commonwealth certified minority business enterprise/female business enterprise, The Sherwin-Williams Company still takes its corporate social responsibility very seriously. The Sherwin-Williams Company has worked diligently to increase diversity within its vendor community. A brief review of the program is incl uded, and a copy of the supplier diversity plan is attached and included . To that end, the company has tracked its minori ty spend to verify it is fully engaged with certified MBE/ WBE businesses . The company through the first two quarters of 2019 has spent $4,324,911,305 with such vendors. Beyond direct spend with MBE/WBE vendors, the company has used its position as an intern ational company to assist small and MBE/WBE businesses. For example, as a mentor, The Sherwin-Williams Company worked with Julie Boney to help her facilitate the development, launch, and operations of her company, Small Wall (attached document). Further, The Sherwin-Williams Willi ams Company is a Silver Sponsor of the National Minority Supplier Development Council's Cleveland Chapter, Ohio Minority Supplier Development Council. Additional information may be found at www.ohiomsdc.org/ Above all, The Sherwin-Williams Company looks to itself to provide opportunity to underrepresented groups within the paint industry by constantly wo rking to maintain a diverse workforce. In fact, The Sherwin-Williams Company's recently retired Ch ief Diversity officer, Ca rl Scruggs, received th e Archer Award for Diversity Leadership . Under Carl's leadership and that of his successor, Yentil Rawlinson, the company has engaged in recruitment outreach programs to Historically Bla ck Colleges an d started a program to identify and promote talented female employees in a traditionally male dominated business. Under this in itiative, the number of women in Store Management roles increased over 250% from 2005 through 2013, jumping from 575 to 1,534. In addition, the number of women and minorities in Sherwin-Williams' management trainee program increased significantly in that span. In 2013, 41.3% of those in the management trainee program were women , and 33.7% were minorities -up from 2005 levels of 13.3% and 12.5%, respectively. These numbers have only increased in the last 5 years, which we are currently waiting on final number publication. Additionally, The Sherwin-Williams Company has partnered with the Minority Business Council (NOMBC) to provide Supplier Diversity Training to many of our purchasing managers. Th e Sherwin-Williams Company remains active in the minority business community. Activities the Sh erwin-Williams Company has sponsored or in which the company has participated are: 1) Worked along side the Cleveland Commission on Economic Inclusion and Partnership, of which The Sherwin-Williams Company is a charter member. 2) The Sherwin-Williams Company has been recognized by the Greater Cleveland Partnership for Economic Inclusion for diversity and inclusion efforts. It starts with our raw material certification program to ensure qua lity and co ntinues with our ISO 14000 Certified manufacturing plants and company owned distribution centers . We have the larg est distribution system in the industry which ensures timely product availability. Product is then tra nsported by a compa ny owned trucking fleet using the most sophisticated logistics to ensure efficiencies and delivered to company owned stores. Stores deliver directly to the end user. Sherwin-Williams is much more than paint: Coating systems for walls, floors, roofs and concrete surfaces The most green coating solutions from zero to low voe Flooring solutions including carpet, vinyl, tile and ceramic with fast, professional installation Wallcovering collections and wind ow blinds Applicators , sea lants, tools and equipment to get th e job done rig ht Heavy duty floor coatings; seam less, resinous systems; and decorative concrete coatings The Sherwin -Williams Company is among th e top 3 paint retailers in Canada . Th e company looks forward to servicing agencies within the country. The company extrapolates its successful distribution and Trademark Service protocols on to its Canadian business model. DocuS ign Envelope ID: B55C6B82-F1 19-4 9 54-B1 B6-2 83FE2 A97 A 32 Table 9 : Warranty Describe in d etail your manufacturer warranty program , including conditions an d requirements to qualify, c laims procedure, a nd overall structu re. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in (additi on to responding to the questions below. _,ne Question Re sponse • Item 43 Do your warra nt ies co ver all produ cts , parts, and labor? The Produ cts shall have the warranty if any contained on th e label of the Prod ucts . Sherwi n-Willi ams further warran ts th at th e Prod ucts sha ll be free of manufacturing defects , as determined by Sherwin-Williams, and shall confo rm with the specifications, if any, provided by Sherwin-Will iams . Except as expressly provided in this Agreement and the on the label of the Prod ucts , SHERWIN-WILLIAMS DI SC LAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUD ING, BUT NOT LI MITED TO, THE WARRANTI ES OF MERCHANTABILI TY AND FITNESS FOR A PARTICULAR USE . ALL CLAIMS FOR INCIDENTAL, SPEC IAL, EXEMPLARY OR CO NSEQUE NTIAL DAMAGES, W HETHER BASED UPON THEOR IES OF CONTRACT, TORT OR OTHERWISE, AR E . WAIVED BY BOTH PA RT IES . Sherwi n-Williams does no t warra nt th e application of any Products notwithstanding periodic visi ts to any of Client's proj ect(s) by any representative of Sherwin-Wi lliams and notwithstanding any rep rese ntations made by any represe ntati ve of Sherwin-Williams to the contrary. Sherwin-Willia ms' liabi lity and Client's exclusive reme dy for any cause of acti on arising from this Agreemen t or the sa le an d use of the Products, is express ly li mited to , at Cli ent's option, repl acement of the Products with respect to which damages are cla imed , or credit of the purchase price for th e Produ cts with respect to which damages are claimed. 44 Do you r warranties impose usage restrictions or other Products must be used for the intended pu rpose. Paints app lied outside their . limitations that adversely affect coverage ? desig nated areas of use will not be warra ntied . 45 Do your warra nti es cove r the expense of techn icians' Yes . travel time and mileage to perform wa rranty repa irs? 46 Are the re any geographic regions of the United States NO (and Canada, if applicable) fo r w hich you ca nn ot provide a certified technician to perform warranty repai rs? How . wi ll Sourcewell Members in the se regions be provid ed serv ice fo r warranty repai r? 4 7 W ill yo u cover w arranty service for items made by other For the few items on the proposal not manufactured by th e Sherw in-Williams manufacture rs th at are part of your proposal, or are Company, th e company depends on th e original manufactu rer. these warranties issues typically passed on to the It must be noted t hat The Sh erwin-Wi lli ams Comp an y rea lizes its reputa tion will be . original equipment manu factu rer? effected by any issues with any product it se ll s, therefore, any vendor th e company uses undergoes a rigo ro us ap proval proce ss before the company ag rees to represe nt its product. 48 Wh at are your proposed exchang e and return programs Th e Sherwin-Williams Company accepts return on all merchandise in a re salable and polici es? condition wi th th e exce ption of tinted paint for fu ll refund or credit. . Special Order items are subject to the return policy of the ma nufacturer. 49 Describe any se rvice co ntract options for the ite ms The Sherwin-Williams Company extends all warrenties and services offered by its * included in yo ur proposal. vendors. Table 10: P ayment Terms and Financing Option s Li ne Qu estion Respon se * Item 50 Wh at are your p ayme nt te rms (e .g., ne t 10, net 30)? Net:30 * 51 Do you provide l easi ng or fi nancin g options, espe cially those The company does offer fin ancing options on vario us power equipment options that schools and governm ental entities may nee d to use purchases. * in order to make certa in acqu isitions? 52 Brie fl y describ e y our proposed order process. Include enough An agency ca n place orders directl y to their loca l store throu gh fax , phone, detail to suppo rt your abi lity to report qu arterly sa les to and email or in person. All of The Sherwin -Willi ams Co mpany's stores are Source well as d escrib ed in th e Contract temp late . For examp le, particip an ts in th is contract. Pa rticipating locations may be fou nd at ind icate w hether your dea ler network is includ ed in your respon se https ://www.sherwin-wi ll iams.com/store-locator. This website will provid e th e and whether each dealer (or some other entity) will process th e store address, hours of operation, phon e, and manager's nam e. Sourcewell Me mbers' purchase orders . Mo st of th ese stores have delivery capability through a store van or by * arrang ement with the local co mmercial store whi ch maintain s both vans and larg er tru cks. Orders may also be place d on-l in e through the company's eCatalog site. The company's e-commerce team has worked extensively with various third party eP rocurement systems to crea te an ecatalog specifi c to the accoun t . All participating stores are company ow ned so no dealers are being use d. 1 Do you accept the P-card procurement and payment proce ss? If The company does acce pt p-ca rds at no ad ditional cost. so , is there any additional cost to So urcewe ll Members for usi ng The company accepts American Exp ress, Visa, Master Card and Discove r. th is process? * Paym ents using th ese cards may be used fo r a sing le purchase or as pa ym ent aga inst an outst andin g ba lance on account. DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. (L' lne 1m Question Response • 54 Describe your pricing model (e .g., line-item discounts or product-The company offers an overall 30% discount on paints and sundries and 12 category discounts). Provide detailed pricing data (including % on power equipment and parts. standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your The company views these discounts as not to exceed pri cing giving the . RFP respon se. If applicable, provide a SKU for each item in your individual representative the ability to create greater discounts for individual proposal. Upload your pricing materials (if applicable) in th e agencies ba sed on their demand . document upload section of your response. 55 Quantify the pricing discount represented by the pricing proposal The company offers an overall 30% discount on paints and sundries and 12 in this response . For example, if the pricing in your response % on power eq uipment and parts. . represents a percentage discount from MSRP or list, state the percentage or percentage range. 56 Describe any quantity or volume discounts or rebate programs that Under its hybrid corporate/ local service program, each agency receives the you offer. discount as offered to Sourcewell through the corporate parent. Each local representative has the ability to offer additional disco unts ba sed on both . agency usage volume and loca l market conditions (such as special formulations needed in Hawaii and southern Florida.) 57 Propose a method of fa cilitating "sourced" products or related The company's normal inventory cove rs nearly all the needs of any agency services, which may be refe rred to as "open market" items in the United States and Canada. In th e rare event a special order is or "nonstandard options". For example, you may supply such requ ested, the company supplies an individual quote to the agency. . items "at cost" or "at cost plus a percentage ," or you may supply a quote for each such request. 58 Identify any element of the total cost of acq uisition that is NOT In various states such as Conn ecticut and Oregon, the company is required included in the pricing submitted with your response. This includes to collect a recycling fee which must be listed separately on the invoice. all additional charges associated with a purchase th at are not The fees collected under this program are passed along to a government directly identified as freigh t or shipping charges. For example, list designated re cycler who co ll ects unused paint th at th e store is required to costs for items like pre-delivery inspection, installation, set up, take back for the recycler at no charge. mandatory training , or initial in spection. Identify an y parties that * impose such costs and their relationship to the Proposer. In the event additional states implement this program, the company rese rves the right to apply this mandated fee . Additionally, special orders often carry a delivery fee . The company passes this on to the customer as prepaid and added. 59 If freight, delivery, or shipping is an additional cost to the All products, other than specia l order, are FOB d estination. Special orders Sourcewell Membe r, describe in detail th e complete freight, follow th e terms of the manufacturer. * shipping, and delivery program. 60 Specifically describe freight, shipping, and delivery terms or All freight charges for standard items are included in the price in Alaska programs available for Alaska , Hawaii, Canada, or any offshore and Hawaii. * delivery. Special orders are freight prepaid and added. Charges are dete rmined by the manufacturer. 61 Describe any unique distribution and/or delivery methods or The company owns its trucks and delivery vehicles . As such the compa ny options offered in your proposal. delivers in its vehicles . In th e case of special ord ers, a common carrier may be used and th e * term s and conditions of delive ry are in clud ed in th e individual quote presented to the agency. Table 12: Pricing Offered Line The Pricing Offered In this Proposal is: • Comments Item 62 b. th e sa me as th e Propose r typica lly offers to GPO s, cooperative pro curement org anizations, or state purchasin g departments. DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 Table 13: Audit and Administrative Fee Line Question Response * Item ,_,,__, Specifically describe any self-audit process or program tha t you plan to Wh ether they are requested or not, a report for the master employ to verify compliance with your proposed Contract with Sourcewell. agreement market basket is generated monthly to review pricing This process includes ensuring that Sourcewell Members obtain the proper discipline. This report is reviewed by the corporate government pricing , that the Vendor reports all sales under the Contract each quarter, sales division. Over charges are refunded upon co nfirmation of and that the Vendor remits the proper administrative fee to Sourcewell. over charge and the incorrect entry on the master price file is corrected immediately. States are pi cked at random for monthly price auditing . Due to the flexible nature of the pricing offered . Each sales representative and credit representative reviews the monthly report for the agencies for which they are responsible . 64 Identify a proposed administrative fee that you will pay to Sourcewell for The Sherwin-Williams Company is proposing a 1.75 % administrative facilitating, managing, and promoting the Sourcewell Contract in the event fee to be paid quarterl y on all sales identified as part of a that you are awarded a Contract. This fee is typically calculated as a Sourcewell over-arching parent. percentage of Vendor's sales under the Contract or as a per-un it fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14: Industry Specific Questions Line Item 65 66 Question If you are awarded a contract, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the co ntra ct. Describe how your produ cts contribute to or promote the health, quality of life and wellbeing of our members and others. Response * The Sherwin-Williams Company creates and over arching "parent" account in its main computer in Cleveland , Ohio. This parent dictates the term s conditions and pricing from the contract to the individual accounts for agency members using this contract. The company has the ability to review purchases on these individual accounts through the previous day. All sales rep re sen tatives and store managers have the ability to access account information using The Sherwin-Williams Company's Custodian © cl ie nt management system. Throug h thi s system, th e company can review the requirements of each individual account . The Sherwin-Williams Company is the only company to offer Paint Shield® the first EPA- registered microbicidal paint that kills greater than 99.9% of Staph (Staphylococcus aureus), MRSA (Methicilli n-resistant Staphylococcus aureus). E. coli (Escherichia coli). VRE (Vancomycin- resistant Enterococcus faecalis) and Enterobacter aerogenes within two hours of exposure on painted surfaces . It continues to ki ll 90% of these bacteria even after repeated contamination on painted surfaces . The effectiveness lasts for up to four years as long as the integrity of the surface is maintained . Additionally, the company offers numerous lin es of 0 VOC paints and co lorants that all ow for use without the smell and exposure associated with wet paint. * * DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 67 68 69 70 Describe how your organization incorporates sustainability into the manufacture, installation and recycling of your products? Describe the extent to whi ch your products contain recycled content or are re cyclable . Describe, in detail, any manufacturing processes or material specification related attributes th at differentiate your offering from your competitors? D escribe th e top three ma rke t diffe re ntiators of your product offe ring . The Sherwin-Williams Company is a recognized leader in developing environmentally friendly products. The company has over 250 GPS-2 designations on Master Painter Institute list of approved products (http://www.specifypaint.com/APUpaintinfo_AP L_new/searchMfglD .asp? txtSearch=1048 .) These products are required to met the following criteria 1. provide performance and durability equal to their 'conventional' counterparts : 2. have eliminated or contain only trace quantities of various undesirable chemical components such as phthalates; 3. Have reduced VOC.MPl's GPS 2 --the most stringent in North America when introduced in 2007 --has a maximum allowable voe of 50 g/I across the board for all paint types. Additionally, the company has a location on its website that can be used to identify environmentally friendly products https://www.sherwin-williams.com/home- builders/specifications/product-specifications/leed-and-other-green-specifications We believe it's important to participate in healthy discussions -and create action plans - with input from those around us. That is why we are actively engaged with these government agencies, industry organizations and non-government organizati ons that value sustainable practices as much as we do. The Carbon Disclosure Project™ The Coatings Care® Program CLEARCorps USA EPA SmartWay® Fuel Efficient Transportation Program The U.S. Green Building Council® (USGBC) LEED™ Program National Association of Home Builders (NAHB) National Green Building Program™ ECOLABEL -European Union GREENGUARD Certification from UL Environment U.S. Department of Energy Better Plants® Program PaintCare® Program The Global Alliance to Eliminate Lead in Paint The company publishes it GRI report which includes information on environmental and safety efforts at all company locations, including Sherwin-Williams's manufacturing plants, distribution centers and warehouses, automotive branches and commercial and retail stores. Environmental , Health & Regulatory Services (EHRS) is the co rporate group with com pa ny-wide responsibility for managing the environmental programs . There are over 70 staff members in th e EHRS Department. In addition , there is a designated person at each fa cility re sponsible for environmental issues . Th e company also implemented a decentralize d manufacturing and distribution system so that its paint products are manufactured throughout the United States rather than being made in limited areas and shipped throughout the country. This reduces the company's direct carbon footprint. Looking at other ways to redu ce impact on the environment , the company's color charts include th e light reflective value on each color sample. Using colors with higher light refle ctive valu e redu ces electric consumption . Due to inability to control th e quality and con sisten cy of of recycl ed paint, The Sherwin- Williams Company does not currently offer thi s produ ct. That is not to say the company does not take its responsibility as a good corporate citizen seriously, however. The handles used Furthermore, th e company generated only .46 pounds of non-haza rdous solid waste per 100 pounds of production in 2016 for disposal. This is far below the goal of .60 pounds per hundred pounds of produ ction set in 2007. Hand-in -glove with this w as th e company's recycling a nd reusing 1.23 pounds of non- hazardou s waste per 100 pound s of production . Th e comp any will continu e to strive to reuse or recycle as much by-product mass as possibl e. In regards to non-hazardous liquid waste, the company generated only .79 pounds for disposal ag ainst a goal of 1.02 pounds set in 2007. This was aided by the company's ability to reu se and recycle 2.12 pounds of non-hazardous liquid wast e per 100 pounds of produ cti on . In rega rds to hazard ous w aste, th e company wa s abl e to cut its treatm e nt and di spos al w aste to .63 pound s per 100 pounds of production. This represe nts only 40% of th e hazardous w aste generate in 2007, th e st art of the waste reduction program. Th e co mpany was abl e to recycle or reuse 1.08 pound s of hazardous w as te per 100 pounds of production in 2016. With a further eye on protecting th e world 's re sou rces the com pany has reduced its Kilowatt usage during th e past 1 O years. The company used 9 . 7 kWh per 100 pound s of production , down from 12.0 kWh per 100 pou nds in 2007 . As th e co mpa ny continu es to modernize or cl ose old er plants, th e resulta nt in crease in effi ciency shou ld drive thi s number down further. Th e co mpa ny has also crea ted a decentralize d distribution model, with factories th roughout th e United St ates . With thi s model , pro duct is manufactu red near its destin ati on and long haul shipping is kept to a minimum . T his has helped th e com pany reduce its C02 emissions from 27.4 per hundred pound s of pro du ction in 2007 to 22.7 pound s in 2016 for he same production. On a po st consumer level, the company has worked with vari ous compani es such as Safe Harbors to in sure th e respon sible return, reuse or disposa l of unwanted paint. Sherwin Williams Pa ints come out ahead on co verage, co lor co nsistency , a nd in-store assista nce . In th e end, th ese factors lead to an overa ll higher long term valu e. DocuSign Envelope ID: B55C6B82-F119-4954-B1 B6-283FE2A97 A32 Table 15: Exceptions to Terms, Conditions, or Specifications Form Line Item 68. 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 immediatel y below. The ( ontract section , the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail. poser's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract. Contract Section Term, 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 responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3 . Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item , you should combine t he documents into one zipped file. If the zipped file c ontains more than on e (1) document, ensure each docume nt is named , in relation to the submission format item responding to . For example, if respond ing to the Marketing Plan category save the document as "Marketing Plan." • Financial S treng th and Stability -SW Annual Report and CSR-2018.pdf-Monday December 09, 2019 10:54:38 • Marketing Plan/Samples -Sherwin-Williams Marketing Plan.pptx -Wednesday December 11 , 2019 07:40:11 • WMBE/MBE/SBE or Related Certificates -Sherwin-williams_supplierdiversity_oerating.pdf -Tuesday December 10, 2019 09:31 :07 • Warranty Information -Standard Terms and Condition of Sale 12.1.19.pdf-Tuesday December 10, 2019 09:37:05 • Pricing -Sourcewell Price List 12.01 .2019.xlsx -Tuesday December 10, 2019 09:29:11 • Additional Document -Isa 2008 9001 engineering sites thru 2020 .pdf -Monday De cember 09, 2019 10:49 :43 DocuSign Envelope ID: B55C6B82-F119-4954-B 1 B6-283FE2A97 A32 Proposers Assurance of Comp r PROPOSER ASSURANCE OF COMPLIANCE PROPOSER'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"}, swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2 . The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3 . The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals. 4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer's Proposal. 5 . The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the terms , conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation. 6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 8. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd . 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation. P' 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 . -Craig Mackay, National Sales Manager-TAG The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r. No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. ( J) J 'I J'.;l<:JJ I uf Cu1F ~CJ10~'1 1 l CJ 1 re De11artment of State I Division of Cor11orations I Search Records I Search by Entity Name I Detail by Entity Name Foreign Profit Corporation THE SHERWIN-WILLIAMS COMPANY Filing Information Document Number FEl/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date PrinciP-al Address 814693 34-0526850 08/31/1960 OH ACTIVE CORPORATE MERGER 12/11/1998 12/31/1998 101 WEST PROSPECT AVENUE CLEVELAND, OH 44115 Changed: 04/29/2022 Mailing Address 101 WEST PROSPECT AVENUE CLEVELAND, OH 44115 Ch a nged : 04/2 9/2022 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASS E E, FL 32301 -2525 Name Changed : 06/05/2006 Address Ch a nged : 06/05/2006 Officer/Direc tor Detail Name & Address Title CEO MORIKIS , JOHN G DI V I S I O N O F CO R PORATI ONS ( 101 WEST PROSPECT AVENUE CLEVELAND, OH 44115 Title SECRETARY GARCEAU , ML 101 WEST PROSPECT AVENUE CLEVELAND, OH 44115 Title VICE PRESIDENT AND ASSISTANT SECRETARY PERISUTTI, STEPHEN J 101 WEST PROSPECT AVENUE CLEVELAND, OH 44115 Title DIRECTOR MORIKIS, JG 101 WEST PROSPECT AVENUE CLEVELAND, OH 44115 Title CFO MISTYSYN, ALLEN 101 WEST PROSPECT AVENUE CLEVELAND, OH 44115 Annual Re12orts Report Year 2020 2021 2022 Filed Date 0412212020 04/13/2021 04/29/2022 Document Images 04/29/2022 --ANNUAL REPORT View image in PDF format 04/13/2021 --ANNUAL REPORT Vi ew image in PD F format 04/22/2020 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~___J 04/24/201 9 --A NNUAL REPORT Vi ew image in PDF format ~~~~~~~~~~____J 04/18/2018--ANNUAL REPORT View im age in PDF form at 04/19/2017 --ANNUAL REPORT View im age in PDF format 04/19/2016--ANNUAL REPORT View im age in PDF form at 04/20/2015 --ANNUAL REPORT Vi ew image in PDF form at 04/07/2014 --A NNUAL REPORT View image in PDF form at ~~~~~~~~~~___J 04/18/2013 --AN NUAL REPORT View image in PDF forma t 04/19/2 012 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~---' 02/02/2 011 --A NNUAL RE PORT View im age in PDF form at 01/26/2010 --ANNUAL REPORT View image in PDF form at ~~~~~~~~~~~ 03/13/2009 --AN NU A L REPORT Vi ew image in PDF format 01/1 5/2 008 --ANNUAL REPORT View image in PDF format 01/25/2007 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~~---' 06/05/2006 --Reg,_11,gent Chang!'l View image in PDF format ~~~~~~~~~~~~~~ 04/26/2006 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~--' 04/18/2005 --ANNUAL REPORT View image in PDF fo rmat ~~~~~~~~~~~~--' 05/03/2004 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~~~ 04/28/2003 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~~~ 05/24/2002 --ANNUAL REPORT View image in PDF forma t ~~~~~~~~~~~~_J 06/04/2001 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~~~ 05/15/2000 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~~~ 05/06/1999 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~~~ 12/11/1998 --Mergfil View image in PDF format 05/08/1998 --ANNUAL REPORT View image in PDF forma t 05/16/1997 --ANNUAL REPORT View image in PDF format 05/0 1/1996 --ANNUAL REPORT View image in PDF format ~~~~~~~~~~~~_J 05/01/1995 --ANNUAL REPORT View image in PDF format Florftld Depdrtnent of State, Division or Corpordt!On!;