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HomeMy WebLinkAboutContract 57386 CSC No.57386 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Fortiline Waterworks ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A— Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B—Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); and 4. Exhibit C—Conflict of Interest Questionnaire Exhibits A, B, and C,which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount not to exceed One Hundred Thousand ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires December 4, 2022. The City shall be able to renew this agreement for three (3) one-year renewal options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX To CITY: To VENDOR: City of Fort Worth Fortiline Waterworks Attn: Reginald Zeno, Interim Asst. City Manager 7025 Northwinds Drive NW 200 Texas Street Concord,NC 28027 Fort Worth, TX 76102-6314 Facsimile: 704-788-9895 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: awa&�427LWe By signing I acknowledge that I am the person By: DanaBur�11,2�:47CDT) responsible for the monitoring and administration Name: Dana Burghdoff of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: APPROVAL RECOMMENDED: By: Name: Regina Jones Title: Contract Compliance Specialist By: Christopher Hard (Apr11,202209:25CDT) APPROVED AS TO FORM AND LEGALITY: Name: Chris Harder do44�nu�� Title: Water Director AO-1. Rr4; ATTEST: � oo�'�d B Pvo 0=G y' P o o0* Name: Taylor Paris ��d a 0 00000 ap Title: Assistant City Attorney Tgnnette S. Goo gll tl By: Jannette S.Goodall(Apr 11,2022 11:19 CDT) CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: N/A Title: City Secretary VENDOR: Fortiline Waterworks By: 'F2uolla- Ad&A,. - Name: Bruce Roberts Title: Market General Manager OFFICIAL RECORD CITY SECRETARY Date: FT.WORTH, TX Exhibit A- Seller's Quote, Scope of Services or Purchase Order; QUOTE FO RT U !Due to the continued cost and supply challenges in the DUCTILE IRON PIPE,PVC and HDPE markets,the NE (.) 'pricing of these products will be based solely on the availability at the time of shipment.Also,given the WATERWORKS !volatility in these markets we will not be responsible for product availability and shipment delays,as they are ! 'out of our control.Bid prices should be considered an estimate,materials will only be priced at time of shipment ' a MORSCO brand !until the current supply chain challenges are resolved.These terms are in leu of our standard terms. ! 'We appreciate your partnership. ' ——— — —— — —— —— — —— —— — —— —— — —— —— — —— ——— —— ——— — — — ——— — — ——— — 140,611 • • !� • !� • • • • 206059 IFORTILINE FORT WORTH 16170105 11 3/25/22 11 EMMOTM= PROJECT • - • CITY OF FORT WORTH, TX MISC BRASS 1608 llth AVENUE FORT WORTH, TX 76102 • UOM DESCRIPTIONTOTAL ****************************** GIVEN THE CURRENT PRICING AND SUPPLY CHAIN CHALLENGES ALL MATERIAL WILL BE PRICED AT TIME OF SHIPMENT AND THE PRICES BELOW ARE TO BE USED AS AN ESTIMATE FOR BID PURPOSES ONLY ****************************** 10 444 EA 1" CORP STOP CCXFLR F600-4-NL 59.0500 26,218.20 NO LEAD FORD F600-4-NL 6/BOX, 3LBS EA. 20 444 EA 1" BALL VLV FIPXFIP NO LEAD 105.0000 46,620.00 Bll-444WR-NL FORD B11-444-W-R-NL 6/BOX, 2LBS EA. 80 464 EA 1" ADPT FLRXMIP 90 L28-44-NL 30.0000 13, 920.00 NO LEAD FORD L28-44-NL 8/BOX, 1LB EA. 90 1000 EA 3/4" METER CPLG LEAD FREE 8.0000 8, 000.00 PRO# 34212MTCLFWR 3/4"X2-1/2" EGW 100/BOX, 1LB EA. 110 300 EA 1" FLR NUT TUBE 4700 8.2900 2,487.00 AYM PRO# AYM14700 130 300 EA 3/4" FLARE NUT 4700 5.5600 1,668.00 AYM PRO# AYM344700 160 1 EA 1" CORP STOP CCXFLR 74701 57.0000 57.00 NO LEAD 170 1 EA 1" BALL CURB L/CHK FIPXFIP 360 103 .0000 103 .00 NO LEAD 76111W 180 1 EA 1" ADPT MIPXFLR 90 74779M 29.2500 29.25 NO LEAD NORTH TEXAS SHARE MASTER AGRE- EMENT #2021-004 FORTILINE - WATER UTILITY MATERIAL & PARTS Subtotal: 99,102.45 Tax: .00 Bid Total: 99,102.45 ALL STOCK DELIVERIES ARE SUBJECT TO SHIPPING CHARGES All PVC and HDPE material is quoted for shipment within 7 days of quote/bid date. All other material is quoted for shipment within 30 days of quote/bid date. After 7 days for PVC and HDPE or 30 days for all other material,ALL quoted prices are subject to review based on current market conditions. Ent By AR2 4/03/22 14 :38:16 MCn E W 3/24/22,2:37 PM Water Utility Materials and Parts—TXShare Exhibit B—Cooperative Agency Contract in f TXShare Your Public Sector Solutions enter You are here: Home /Water Utility Materials and Parts AP FORTILINE since 1928 WATERWORKS a MDRSCO brand Contract# NCT-2021-004 Contract Effective Date: 12/7/2020 Contract Expiration Date: 12/4/2022 Program Highlights Apsco Founded in 1928, APSCO Supply's goal is to make customers glad they walked through our door.The customer has always been their primary concern. Each of their employees approaches his or herjob with the purpose of keeping the customers happy. Their sales team has a thorough knowledge of plumbing and waterworks. They represent some of the world's leading manufacturers of plumbing, waterworks, and section 10 supplies. Regardless of what you are searching for, they do their very best to get you what you need, when you need it. As a member of OMNI, the national network of independent wholesalers, APSCO Supply has complete access to manufacturer's lines at competitive prices allowing them to pass that pricing advantage on to you. Fortiline https://northtexasshare.org/SHARE_partners/water-utility-materials/ 1/4 3/24/22,2:37 PM Water Utility Materials and Parts—TXShare in f TXShare Your Flvblk ec#or Solutions Center Water Utility Materials and Parts Apsco offers: Plumbing Supply • Local to the region in Abilene, Brownwood, Stephenville & Kaufman • Waterworks • Regionally focused throughout Texas • Construction Specialties • Nationwide Fortiline offers: Meeting local contractors needs They offer contractors and municipalities an outstanding source for your underground utility supplies • Knowledgeable product experts • Their team has experience and knowledge to help you get the job done on time every time • Dedicated staff helps provide unapparelled support to tackle every solution • Local inventory of leading brands • They carry one of the largest selection of underground water, sewer and storm utility supplies to be your one-stop parts supplier with a wide range of stock available How to Purchase If you have not already completed anlnterlocal Agreement, please complete the form and submit itvia these instructions To see if your organization has already completed an ILA,view the list of participating organizations. Once vendor is chosen and a Purchase Order is created,please send a confirming Purchase Order toTexas SHARE https://northtexasshare.org/SHARE_partners/water-utility-materials/ 2/4 3/24/22,2:37 PM Water Utility Materials and Parts—TXShare Ell f TXShare Your Public Sector Solutions Center Whistle Maza P: 214-660-3662 Contract Information For contract information, please use the links below. Water Utility Materials and Parts RFP Water Utility Material and Parts Board Approval Water Utility Materials and Parts Advertisement/Publishing Documentation Water Utility Materials and Parts RFP Response -Apsco Water Utility Materials and Parts RFP Response - Fortiline Water Utility Materials and Parts Master Services Agreement-Apsco Water Utility Materials and Parts Master Services Agreement- Fortiline Pricing For pricing, please use the links below or call for more information. Apsco Price List Or Contact Rep: Apsco Daniel Prinz P: 469-595-0243 Fortiline Price List Or Contact Rep: Fortiline Whistle Maza P: 214-660-3662 https://northtexasshare.org/SHARE_partners/water-utility-materials/ 3/4 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 North Texas SHARE Your Public Sector Solutions Center MASTER SERVICES AGREEMENT#2021-004 Water Utility Materials and Parts THIS MASTER SERVICES AGREEMENT ("Agreement"), effective the last date of signed approval ("Effective Date"), is entered into by and between the North Central Texas Council of Governments ("NCTCOG"), a Texas political subdivision and non-profit corporation, with offices located at 616 Six Flags Drive,Arlington, TX 76011, and Fortiline,Inc. dba Fortiline Waterworks ("Contractor") 11200 Seagoville Road Balch Springs, TX 75218 ARTICLE I RETENTION OF THE CONTRACTOR 1.1 This Agreement defines the terms and conditions upon which the Contractor agrees to provide Water Utility Materials and Parts (hereinafter, "Services")to governmental entities participating in the North Texas SHARE program (hereinafter "Participating Entities"). The Contractor is being retained to provide services described below to Participating Entities based on the Contractor's demonstrated competence and requisite qualifications to perform the scope of the services described herein and in the Request for Proposals #2021-004 (hereinafter, "RFP I'). The Contractor demonstrated they have the resources, experience, and qualifications to perform the described services, which is of interest to Participating Entities and was procured via the RFP. NCTCOG agrees to and hereby does retain the Contractor,as an independent contractor,and the Contractor agrees to provide services to Participating Entities, in accordance with the terms and conditions provided in this Agreement and consistent with Contractor's response to the RFP. ARTICLE II SCOPE OF SERVICES 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order,the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities' standard operating procedures and applicable policies,as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. Page 1 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order.Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement. 2.5 NCTCOG Obligations 2.5.1 NCTCOG shall make available a contract page on its NorthTexas SHARE.org website which will include contact information for the Contractor(s). 2.6 Participating Entity Obligations. 2.6.1 In order to utilize the Services, Participating Entities must have executed a Master Interlocal Agreement for North Texas SHARE with NCTCOG. This agreement with the Participating Entity will define the legal relationship between NCTCOG and the Participating Entity. 2.6.2 In order to utilize the Services, Participating Entities must execute a Purchase Order with the Contractor. This agreement with the Participating Entity will define the Services and costs that the Participating Entity desires to have implemented by the Contractor. 2.7 Contractor Obligations. 2.7.1 Contractor must be able to deliver, perform, install, and implement services with the requirements and intent of RFP 42021-004 2.7.2 If applicable, Contractor shall provide all necessary material, labor and management required to perform this work. The scope of services shall include, but not be limited to,items listed in Attachment 1. 2.7.3 Contractor agrees to market and promote the use of the SHARE awarded contract whenever possible among its current and solicited customer base. Contractor shall agree to follow reporting requirements in report sales made under this Master Services Agreement in accordance with Section 4.2. ARTICLE III TERM 3.1 This Agreement will commence on the Effective Date and remain in effect for an initial term ending on December 4, 2022 (the "Term"), unless earlier terminated as provided herein. This Agreement may be renewed, at NCTCOG's sole discretion, for up to three (3) additional one (1) year terms through December 4, 2025. 3.2 Termination. NCTCOG and/or Participating Entities may terminate this Agreement and/or any Purchase Order to which it is a signatory at any time,with or without cause,upon thirty(30)days'prior written notice to Contractor. Upon its receipt of notice of termination of this Agreement or Purchase Order, Contractor shall follow any instructions of NCTCOG respecting work stoppage. Contractor shall cooperate with NCTCOG and/or Participating Entities to provide for an orderly conclusion of the Services. Contractor shall use its best efforts to minimize the amount of any non-cancelable obligations and shall assign any contracts related thereto to NCTCOG or Participating Entity at its request. If Page 2 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 NCTCOG or Participating Entity elects to continue any activities underlying a terminated Purchase Order after termination, Contractor shall cooperate with NCTCOG or Participating Entity to provide for an orderly transfer of Contractor's responsibilities with respect to such Purchase Order to NCTCOG or Participating Entity. Upon the effective date of any such termination,the Contractor shall submit a final invoice for payment in accordance with Article IV, and NCTCOG or Participating Entity shall pay such amounts as are due to Contractor through the effective date of termination. NCTCOG or Participating Entity shall only be liable for payment of services rendered before the effective date of termination. If Agreement is terminated, certain reporting requirements identified in this Agreement shall survive termination of this Agreement. 3.2.1 Termination for Cause: Either party may immediately terminate this Agreement if the other party breaches its obligations specified within this Agreement, and, where capable of remedy, such breach has not been materially cured within thirty (30) days of the breaching party's receipt of written notice describing the breach in reasonable detail. 3.2.2 Breach: Upon any material breach of this Agreement by either party,the non- breaching party may terminate this Agreement upon twenty(20) days written notice to the breaching party. The notice shall become effective at the end of the twenty(20) day period unless the breaching party cures such breach within such period. ARTICLE IV COMPENSATION 4.1 Invoices. Contractor shall submit an invoice to the ordering Participating Entity upon receipt of an executed Purchase Order and after completion of the work,with Net 30 payment terms. Costs incurred prior to execution of this Agreement are not eligible for reimbursement. There shall be no obligation whatsoever to pay for performance of this Agreement from the monies of the NCTCOG or Participating Entities, other than from the monies designated for this Agreement and/or executed Purchase Order. Contractor expressly agrees that NCTCOG shall not be liable, financial or otherwise,for Services provided to Participating Entities. 4.2 Reporting.NCTCOG intends to make this Agreement available to other governmental entities through its SHARE cooperative purchasing program. Contractor shall submit to NCTCOG on a calendar quarterly basis a report that identifies any new client Participating Entities,the date and order number, and the total contracted value of services that each Participating Entity has purchased and paid in full under this Master Service Agreement. Reporting and invoices should be submitted to: NCTCOG ATTN: North Texas SHARE PO Box 5888 Arlington, TX 76005-5888 Email: NorthTexasSHAREAnctcog.org Page 3 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 ARTICLE V SERVICE FEE 5.1 Explanation. NCTCOG will make this Master Service Agreement available to other governmental entities,Participating Entities,and non-profit agencies in Texas and the rest of the United States through its SHARE cooperative purchasing program. The Contractor is able to market the Services under this Agreement to any Participating Entity with emphasis that competitive solicitation is not required when the Participating Entity purchases off of a cooperative purchasing program such as SHARE. However, each Participating Entity will make the decision that it feels is in compliance with its own purchasing requirements. The Contractor realizes substantial efficiencies through their ability to offer pricing through the SHARE Cooperative and that will increase the sales opportunities as well as reduce the need to repeatedly respond to Participating Entities' Requests for Proposals. From these efficiencies, Contractor will pay an administrative fee to SHARE calculated as a percentage of sales processed through the SHARE Master Services Agreement. This administrative fee is not an added cost to SHARE participants. This administrative fee covers the costs of solicitation of the contract,marketing and facilitation, as well as offsets expenses incurred by SHARE. 5.2 Administrative Fee.NCTCOG will utilize an administrative fee, in the form of a percent of cost that will apply to all contracts between awarded contractor and NCTCOG or participants resulting from this solicitation. The administrative fee will be remitted by the contractor to NCTCOG on a quarterly basis, along with required quarterly reporting. The remuneration fee for this program will be 2%on sales. 5.3 Setup and Implementation.NCTCOG will provide instruction and guidance as needed to the Contractor to assist in maximizing mutual benefits from marketing these Services through the SHARE purchasing program. ARTICLE VI RELATIONSHIP BETWEEN THE PARTIES 6.1 Contractual Relationship. It is understood and agreed that the relationship described in this Agreement between the Parties is contractual in nature and is not to be construed to create a partnership or joint venture or agency relationship between the parties.Neither party shall have the right to act on behalf of the other except as expressly set forth in this Agreement. Contractor will be solely responsible for and will pay all taxes related to the receipt of payments hereunder and shall give reasonable proof and supporting documents, if reasonably requested, to verify the payment of such taxes. No Contractor personnel shall obtain the status of or otherwise be considered an employee of NCTCOG or Participating Entity by virtue of their activities under this Agreement. Page 4 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 ARTICLE VII REPRESENTATION AND WARRANTIES 7.1 Representations and Warranties. Contractor represents and warrants that: 7.1.1 As of the Effective Date of this Agreement, it is not a party to any oral or written contract or understanding with any third party that is inconsistent with this Agreement and/or would affect the Contractor's performance under this Agreement; or that will in any way limit or conflict with its ability to fulfill the terms of this Agreement. The Contractor further represents that it will not enter into any such agreement during the Term of this Agreement; 7.1.2 NCTCOG is prohibited from making any award or permitting any award at any tier to any party which is debarred or suspended or otherwise excluded from, or ineligible for, participation in federal assistance programs under Executive Order 12549, Debarment and Suspension. Contractor and its subcontractors shall include a statement of compliance with Federal and State Debarment and suspension regulations in all Third-party contracts. 7.1.3 Contractor shall notify NCTCOG if Contractor or any of the Contractor's sub-contractors becomes debarred or suspended during the performance of this Agreement. Debarment or suspension of the Contractor or any of Contractor's sub-contractors may result in immediate termination of this Agreement. 7.1.4 Contractor and its employees and sub-contractors have all necessary qualifications, licenses, permits,and/or registrations to perform the Services in accordance with the terms and conditions of this Agreement, and at all times during the Term, all such qualifications, licenses, permits, and/or registrations shall be current and in good standing. 7.1.5 Contractor shall, and shall cause its representatives to, comply with all municipal, state, and federal laws,rules,and regulations applicable to the performance of the Contractor's obligations under this Agreement. ARTICLE VIII CONFIDENTIAL INFORMATION AND OWNERSHIP 8.1 Confidential Information. Contractor acknowledges that any information it or its employees, agents, or subcontractors obtain regarding the operation of NCTCOG or Participating Entities, its products, services,policies, customer,personnel, and other aspect of its operation ("Confidential Information") is proprietary and confidential, and shall not be revealed, sold, exchanged,traded, or disclosed to any person, company, or other entity during the period of the Contractor's retention hereunder or at any time thereafter without the express written permission of NCTCOG or Participating Entity. Notwithstanding anything in this Agreement to the contrary, Contractor shall have no obligation of confidentiality with respect to information that(i) is or becomes part of the public domain through no act or omission of Contractor; (ii)was in Contractor's lawful possession prior to the disclosure and had not been obtained by Contractor either directly or indirectly from the NCTCOG or Participating Entity; (iii) is lawfully disclosed to Contractor by a third party without restriction on disclosure; (iv) is independently developed by Contractor without use of or reference to the NCTCOG's Participating Entity's Confidential Information; or (v) is required to be disclosed by law or judicial, arbitral or governmental order or process,provided Contractor gives the NCTCOG or Participating Entity prompt written notice of such requirement to permit the NCTCOG or Participating Entity to seek a protective order or other appropriate relief. Contractor acknowledges that NCTCOG and Participating Entities Page 5 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 must strictly comply with applicable public information laws, in responding to any request for public information. This obligation supersedes any conflicting provisions of this Agreement. 8.2 Ownership. No title or ownership rights to any applicable software are transferred to the NCTCOG by this agreement.The Contractor and its suppliers retain all right,title and interest,including all copyright and intellectual property rights, in and to,the software (as an independent work and as an underlying work serving as a basis for any improvements, modifications, derivative works, and applications NCTCOG may develop), and all copies thereof. All final documents, data, reports, information, or materials are and shall at all times be and remain,upon payment of Contractor's invoices therefore,the property of NCTCOG or Participating Entity and shall not be subject to any restriction or limitation on their future use by,or on behalf of,NCTCOG or Participating Entity,except otherwise provided herein. Subject to the foregoing exception,if at any time demand be made by NCTCOG or Participating Entity for any documentation related to this Agreement and/or applicable Purchase Orders for the NCTCOG and/or any Participating Entity, whether after termination of this Agreement of otherwise, the same shall be turned over to NCTCOG without delay, and in no event later than thirty (30) days after such demand is made. Contractor shall have the right to retain copies of documentation,and other items for its archives. If for any reason the foregoing Agreement regarding the ownership of documentation is determined to be unenforceable,either in whole or in part,the Contractor hereby assigns and agrees to assign to NCTCOG all rights,title, and interest that the Contractor may have or at any time acquire in said documentation and other materials,provided that the Contractor has been paid the aforesaid. ARTICLE IX GENERAL PROVISIONS 9.1 Notices. All notices from one Party to another Party regarding this Agreement shall be in writing and delivered to the addresses shown below: If to NCTCOG: North Central Texas Council of Governments P.O. Box 5888 Arlington, TX 76005-5888 Attn: Craigan Johnson (817) 695-9186 ciohnson@nctcog.org If to Contractor: Fortiline, Inc. dba Fortiline Waterworks ATTN: Luthario Maza 11200 Seagoville Road Balch Springs, TX 75218 (214) 660 3662 Whistle.maza@fortiline.com The above contact information may be modified without requiring an amendment to the Agreement. 9.2 Tax. NCTCOG and several participating entities are exempt from Texas limited sales, federal excise and use tax, and does not pay tax on purchase, rental, or lease of tangible personal property for the organization's use. A tax exemption certificate will be issued upon request. 9.3 Indemnification. Contractor shall defend, indemnify, and hold harmless NCTCOG and Participating Entities, NCTCOG's affiliates, and any of their respective directors, officers, employees, agents, Page 6 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 subcontractors, successors, and assigns from any and all suits, actions, claims, demands,judgments, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or relating to: (i) Services performed and carried out pursuant to this Agreement; (ii) breach of any obligation, warranty, or representation in this Agreement, (iii) the negligence or willful misconduct of Contractor and/or its employees or subcontractors; or (iv) any misappropriation, or violation by Contractor and/or its employees or subcontractors of any right of a third party; provided,however,that Contractor shall have no obligation to defend, indemnify, or hold harmless to the extent any Losses are the result of NCTCOG's or Participating Entities' gross negligence or willful misconduct. 9.4 Limitation of Liability. In no event shall either parry be liable for special, consequential, incidental, indirect or punitive loss, damages or expenses arising out of or relating to this Agreement, whether arising from a breach of contract or warranty, or arising in tort, strict liability,by statute or otherwise, even if it has been advised of their possible existence or if such loss, damages or expenses were reasonably foreseeable. Notwithstanding any provision hereof to the contrary, neither party's liability shall be limited by this Article with respect to claims arising from breach of any confidentiality obligation, covered by any express indemnity obligation of such party hereunder,arising from or with respect to injuries to persons or damages to tangible property, or arising out of the gross negligence or willful misconduct of the parry or its employees. 9.5 Insurance. At all times during the term of this Agreement, Contractor shall procure, pay for, and maintain, with approved insurance carriers, the minimum insurance requirements set forth below, unless otherwise agreed in a Purchase Order between Contractor and Participating Entities. Further, Contractor shall require all contractors and sub-contractors performing work for which the same liabilities may apply under this Agreement to do likewise. All subcontractors performing work for which the same liabilities may apply under this contract shall be required to do likewise. Contractor may cause the insurance to be effected in whole or in part by the contractors or sub-contractors under their contracts. NCTCOG reserves the right to waive or modify insurance requirements at its sole discretion. 9.5.1 Workers' Compensation: Statutory limits and employer's liability of $100,000 for each accident or disease. 9.5.2 Commercial General Liability: 9.5.2.1 Required Limits: $1,000,000 per occurrence; $3,000,000 Annual Aggregate 9.5.2.2 Commercial General Liability policy shall include: 9.5.2.2.1 Coverage A: Bodily injury and property damage; 9.5.2.2.2 Coverage B: Personal and Advertising Injury liability; 9.5.2.2.3 Coverage C: Medical Payments; 9.5.2.2.4 Products: Completed Operations; 9.5.2.2.5 Fire Legal Liability; 9.5.2.3 Policy coverage must be on an "occurrence" basis using CGL forms as approved by the Texas State Board of Insurance. 9.5.3 Business Auto Liability: Coverage shall be provided for all owned hired, and non-owned vehicles. Required Limit: $1,000,000 combined single limit each accident. 9.5.4 Professional Errors and Omissions liability: Page 7 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 9.5.4.1 Required Limits: $1,000,000 Each Claim $1,000,000 Annual Aggregate 9.6 Conflict of Interest. During the term of this Agreement, and all extensions hereto and for a period of one (1)year thereafter,neither party, shall, without the prior written consent of the other, directly or indirectly, whether for its own account or with any other persons or entity whatsoever, employ, solicit to employ or endeavor to entice away any person who is employed by the other party. 9.7 Force Majeure. It is expressly understood and agreed by both parties to this Agreement that, if the performance of any provision of this Agreement is delayed by force majeure, defined as reason of war, civil commotion, act of God, governmental restriction, regulation or interference, fire, explosion, hurricane, flood, failure of transportation, court injunction, or any circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same,regardless of whether any such circumstance is similar to any of those enumerated herein, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the period of time applicable to such requirement shall be extended for a period of time equal to the period of time such party was delayed. Each party must inform the other in writing within a reasonable time of the existence of such force majeure. 9.8 Ability to Perform. Contractor agrees promptly to inform NCTCOG of any event or change in circumstances which may reasonably be expected to negatively affect the Contractor's ability to perform its obligations under this Agreement in the manner contemplated by the parties. 9.9 Availability of Funding. This Agreement and all claims, suits, or obligations arising under or related to this Agreement are subject to and limited by the receipt and availability of funds which are received from the Participating Entities by NCTCOG dedicated for the purposes of this Agreement. 9.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, United States of America. The mandatory and exclusive venue for the adjudication or resolution of any dispute arising out of this Agreement shall be in Tarrant County, Texas. 9.11 Waiver. Failure by either party to insist on strict adherence to any one or more of the terms or conditions of this Agreement, or on one or more occasions, will not be construed as a waiver, nor deprive that party of the right to require strict compliance with the same thereafter. 9.12 Entire Agreement. This Agreement and any attachments/addendums, as provided herein, constitutes the entire agreement of the parties and supersedes all other agreements, discussions, representations or understandings between the parties with respect to the subject matter hereof.No amendments hereto,or waivers or releases of obligations hereunder, shall be effective unless agreed to in writing by the parties hereto. 9.13 Assignment.This Agreement may not be assigned by either Party without the prior written consent of the other Party. 9.14 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision(s) hereof, and this Agreement shall be Page 8 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 revised so as to cure such invalid, illegal, or unenforceable provision(s) to carry out as near as possible the original intents of the Parties. 9.15 Amendments. This Agreement may be amended only by a written amendment executed by both Parties,except that any alterations,additions,or deletions to the terms of this Agreement,which are required by changes in Federal and State law or regulations or required by the funding source, are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. 9.16 Dispute Resolution. The parties to this Agreement agree to the extent possible and not in contravention of any applicable State or Federal law or procedure established for dispute resolution, to attempt to resolve any dispute between them regarding this Agreement informally through voluntary mediation, arbitration or any other local dispute mediation process, including but not limited to dispute resolution policies of NCTCOG,before resorting to litigation. 9.17 Publicity. Contractor shall not issue any press release or make any statement to the media with respect to this Agreement or the services provided hereunder without the prior written consent of NCTCOG. 9.18 Survival. Rights and obligations under this Agreement which by their nature should survive will remain in effect after termination or expiration hereof. Page 9 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 ARTICLE X ADDITIONAL REQUIREMENTS 10.1 Equal Employment Opportunity. Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, or national origin. Contractor shall take affirmative actions to ensure that applicants are employed, and that employees are treated,during their employment,without regard to their race,religion,color, sex, sexual orientation, gender identity, or national origin. Such actions shall include, but not be limited to,the following: employment,upgrading,demotion,or transfer;recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 10.2 Davis-Bacon Act. Contractor agrees to comply with all applicable provisions of 40 USC § 3141 — 3148. 10.3 Contract Work Hours and Selection Standards. Contractor agrees to comply with all applicable provisions of 40 USC § 3701 — 3708 to the extent this Agreement indicates any employment of mechanics or laborers. 10.4 Rights to Invention Made Under Contract or Agreement. Contractor agrees to comply with all applicable provisions of 37 CFR Part 401. 10.5 Clean Air Act, Federal Water Pollution Control Act, and Energy Policy Conservation Act. Contractor agrees to comply with all applicable provisions of the Clean Air Act under 42 USC § 7401 —7671,the Energy Federal Water Pollution Control Act 33 USC§ 1251- 1387,and the Energy Policy Conservation Act under 42 USC § 6201. 10.6 Debarment/Suspension. Contractor is prohibited from making any award or permitting any award at any tier to any party which is debarred or suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549, Debarment and Suspension. Contractor and its subcontractors shall comply with the Certification Requirements for Recipients of Grants and Cooperative Agreements Regarding Debarments and Suspensions. 10.7 Restrictions on Lobbying. Byrd Anti-Lobbying Amendment(31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification.Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 10.8 Procurement of Recovered Materials. Contractor agrees to comply with all applicable provisions of 2 CFR§200.322. 10.9 Drug-Free Workplace. Contractor shall provide a drug free work place in compliance with the Drug Free Work Place Act of 1988. Page 10 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 10.10 Texas Corporate Franchise Tax Certification. Pursuant to Article 2.45, Texas Business Corporation Act, state agencies may not contract with for profit corporations that are delinquent in making state franchise tax payments. 10.11 Civil Rights Compliance Compliance with Regulations: Contractor will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time,which are herein incorporated by reference and made part of this agreement. Nondiscrimination: Contractor,with regard to the work performed by it during the contract,will not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 45 CFR Part 21. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by Contractor of obligations under this contract and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, sex, or national origin. Information and Reports: Contractor will provide all information and reports required by the Acts, the Regulations,and directives issued pursuant thereto,and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts,Regulations or directives.Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor will so certify to NCTCOG, the Texas Department of Transportation ("the State") or the Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information. Sanctions for Noncompliance: In the event of Contractor's noncompliance with the Nondiscrimination provisions of this Agreement,NCTCOG will impose such sanctions as it or the State or the FHWA may determine to be appropriate, including, but not limited to: withholding of payments to the Contractor under this Agreement until the Contractor compiles and/or cancelling, terminating or suspension of this Agreement,in whole or in part. Incorporation of Provisions: Contractor will include the provisions of the paragraphs listed above, in this section 10.11, in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. Contractor will take such action with respect to any subcontract or procurement as NCTCOG, the State, or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, Contractor may request the State to enter into such litigation to protect the interests of the State.In addition,Contractor may request the United States to enter into such litigation to protect the interests of the United States. Page 11 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 10.12 Disadvantaged Business Enterprise Program Requirements Contractor shall not discriminate on the basis of race,color,national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)-assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. Contractor shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT-assisted contracts. Each sub-award or sub-contract must include the following assurance: The Contractor, sub-recipient, or sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration ofDOT- assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 10.13 Pertinent Non-Discrimination Authorities During the performance of this Agreement, Contractor, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities;including but not limited to: a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race,color,national origin); and 49 CFR Part 21. b. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects). c. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). d. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. e. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). f. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color,national origin, or sex). g. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities"to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors,whether such programs or activities are Federally funded or not). h. Titles 11 and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. i. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. §47123)(prohibits discrimination on the basis of race,color,national origin,and sex). J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. k. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI,the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). Page 12 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 i. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). 10.14 Ineligibility to Receive State Grants or Loans, or Receive Payment on State Contracts In accordance with Section 231.006 of the Texas Family Code,a child support obligor who is more than thirty(30)days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five (25)percent is not eligible to: a. Receive payments from state funds under a contract to provide property, materials or services;or b. Receive a state-funded grant or loan. By signing this Agreement,the Contractor certifies compliance with this provision. 10.15 House Bill 89 Certification If contractor is required to make a certification pursuant to Section 2270.002 of the Texas Government Code, contractor certifies that contractor does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. If contractor does not make that certification, contractor state in the space below why the certification is not required. 10.16 Certification Regarding Disclosure of Conflict of Interest. The undersigned certifies that,to the best of his or her knowledge or belief,that: "No employee of the contractor,no member of the contractor's governing board or body, and no person who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this contract shall participate in any decision relating to this contract which affects his/her personal pecuniary interest. Executives and employees of contractor shall be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and,in administering the contract, shall exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for the contractor to conduct business with a friend or associate of an executive or employee of the contractor, an elected official in the area or a member of the North Central Texas Council of Governments,a permanent record of the transaction shall be retained. Any executive or employee of the contractor, an elected official in the area or a member of the NCTCOG,shall not solicit or accept money or any other consideration from a third person,for the performance of an act reimbursed in whole or part by contractor or Department. Supplies,tools, materials, equipment or services purchased with contract funds shall be used solely for purposes allowed under this contract. No member of the NCTCOG shall cast a vote on the provision of services by that member(or any organization which that member represents)or vote on any matter which would provide a direct or indirect financial benefit to the member or any business or organization which the member directly represents". No officer,employee or paid consultant of the contractor is a member of the NCTCOG. Page 13 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 No officer,manager or paid consultant of the contractor is married to a member of the NCTCOG. No member of NCTCOG directly owns,controls or has interest in the contractor. The contractor has disclosed any interest, fact, or circumstance that does or may present a potential conflict of interest. No member of the NCTCOG receives compensation from the contractor for lobbying activities as defined in Chapter 305 of the Texas Government Code. Should the contractor fail to abide by the foregoing covenants and affirmations regarding conflict of interest,the contractor shall not be entitled to the recovery of any costs or expenses incurred in relation to the contract and shall immediately refund to the North Central Texas Council of Governments any fees or expenses that may have been paid under this contract and shall further be liable for any other costs incurred or damages sustained by the NCTCOG as it relates to this contract. 10.17 Certification of Fair Business Practices That the submitter affirms that the submitter has not been found guilty of unfair business practices in a judicial or state agency administrative proceeding during the preceding year. The submitter further affirms that no officer of the submitter has served as an officer of any company found guilty of unfair business practices in a judicial or state agency administrative during the preceding year. 10.18 Certification of Good Standing Texas Corporate Franchise Tax Certification Pursuant to Article 2.45, Texas Business Corporation Act, state agencies may not contract with for profit corporations that are delinquent in making state franchise tax payments. The undersigned authorized representative of the corporation making the offer herein certified that the following indicated Proposal is true and correct and that the undersigned understands that making a false Proposal is a material breach of contract and is grounds for contract cancellation. IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. Fortiline,Inc. dba Fortiline Waterworks North Central Texas Council of 1/05/2021 � � s � 1/11/2021 Signature Date Signature Date Michael Eastland Executive Director Bruce Roberts, Market General Manager Printed Name Page 14 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 Attachment I Pricing for SHARE For Water Supply Materials and Parts, Contractor shall quote participating SHARE Entities the rates and/or discount required for a custom implementation of the services specified by the RFP. Contractor's proposed minimum discount for products and services are found below. Page 15 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 APPENDIX 1 PROHIBITED TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT CERTIFICATION This Contract is subject to the Public Law 115-232, Section 889,and 2 Code of Federal Regulations (CFR)Part 200,including §200.216 and §200.471,for prohibition on certain telecommunications and video surveillance or equipment. Public Law 115-232, Section 889,identifies that restricted telecommunications and video surveillance equipment or services (e.g.phones,internet,video surveillance, cloud servers) include the following: A) Telecommunications equipment that is produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliates of such entities). B) Video surveillance and telecommunications equipment produced by Hytera Communications Corporations,Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliates of such entities). C) Telecommunications or video surveillance services used by such entities or using such equipment. D) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, Director of the National Intelligence, or the Director of the Federal Bureau of Investigation reasonably believes to be an entity owned or controlled by the government of a covered foreign country. The entity identified below,through its authorized representative,hereby certifies that no funds under this Contract will be obligated or expended to procure or obtain telecommunication or video surveillance services or equipment or systems that use covered telecommunications equipment or services as a substantial or essential component of any system,or as a critical technology as part of any system prohibited by 2 CFR§200.216 and §200.471, or applicable provisions in Public Law 115-232 Section 889. 0 The Contractor or Subrecipient hereby certifies that it does comply with the requirements of 2 CFR §200.216 and §200.471, or applicable regulations in Public Law 115-232 Section 889. SIGNATURE OF AUTHORIZED PERSON: 32uc� �6� NAME OF AUTHORIZED PERSON: Bruce Roberts, Market General Manager NAME OF COMPANY: Fortiline, Inc. dba Fortiline Waterworks Page 16 of 17 DocuSign Envelope ID:2537619C-E877-4642-8974-E19881253768 DATE: 1/05/2021 -OR- ❑ The Contractor or Subrecipient hereby certifies that it cannot comply with the requirements of 2 CFR §200.216 and §200.471, or applicable regulations in Public Law 115-232 Section 889. 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OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. Fortiline Inc. 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4J Describe each employment or other business relationship with the local government officer, or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F-1 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. s ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 4/5/2022 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.Iegis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§ 176.006(a)and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection (a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021