HomeMy WebLinkAboutContract 57747 CSC No. 57747
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement("Agreement")is entered into by and between Adorama,Inc.
("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 TIPS 200105; 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 not exceed Twenty-Five Thousand Dollars($25,000.00). 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 ending on May 31, 2023 in line with cooperative contract. Upon
the expiration of this Term,the Agreement shall renew automatically under the same terms and
conditions for up to one (1) one-year renewal period (June I to May 31), unless City or Contractor
provides the other party with notice of non-renewal at least 60 days before the expiration of the Initial
Term or renewal period. However, if funds are not appropriated,the City may cancel the Agreement
30 calendar days after providing written notification to the Contractor.
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:
To CITY: To VENDOR:
City of Fort Worth Adorama,Inc
Attn: Fernando Costa, Assistant City Manager Andrea Simmon,Bids—Team Lead
200 Texas Street
Fort Worth,TX 76102-6314 Address:
Facsimile: (817) 392-8654 42 West 18th Street
New York,NY 10011
With copy to Fort Worth City Attorney's Office at
same address Facsimile: 646-758-8558
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:
7;14C4__ By signing I acknowledge that I am the person
By: responsible for the monitoring and administration
Name: Fernando Costa of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date:
4.,.1...k.
APPROVAL RECOMMENDED: By: Sash Kane(Jun 30,2022
Name: Sasha Kane
Title: Sr. Contract Compliance Specialist
By: Nei I Noakes(Jun 3,202211:44CDT) �.00nnn APPROVED AS TO FORM AND LEGALITY:
Name: Neil Noakes daF FORr� ad
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p�°° °O0.
Title: Police Chief °
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ATTEST: o o*dd By:
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as °0000000° a Name: Taylor Paris
�� �n/F�/XASApp Title: Assistant City Attorney
By: J etteS.Goodall(Jun 30,202213 CDT) CONTRACT AUTHORIZATION:
Name: Jannette Goodall M&C: N/A
Title: City Secretary
VENDOR:
Adorama,Inc
By: 4me4zal
Name: Andrea Simmon OFFICIAL RECORD
Title: Bids—Team Lead CITY SECRETARY
FT. WORTH, TX
Date: 6-30-22
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Exhibit B
TIPS VENDOR AGREEMENT
Between Adorama Inc. and
(Company Name)
THE INTERLOCAL PURCHASING SYSTEM (TIPS),
a Department of Texas Education Service Center Region 8 for
TIPS RFP 200105 Technology Solutions, Products and Services
General Information
The Vendor Agreement ("Agreement") made and entered into by and between The Interlocal Purchasing
System (hereinafter referred to as "TIPS" respectfully) a government cooperative purchasing program
authorized by the Region 8 Education Service Center, having its principal place of business at 4845 US Hwy
271 North, Pittsburg,Texas 75686.This Agreement consists of the provisions set forth below, including
provisions of all Attachments referenced herein. In the event of a conflict between the provisions set forth
below and those contained in any Attachment,the provisions set forth shall control unless otherwise agreed
by the parties in writing and by signature and date on the attachment.
A Purchase Order, Agreement or Contract is the TIPS Member's approval providing the authority to proceed
with the negotiated delivery order under the Agreement. Special terms and conditions as agreed between
the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or
Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business
goals are some, but not all, of the addendums possible.
Terms and Conditions
Freight
All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge
or not. If no charge for freight or shipping, indicate by stating"No Charge"or"$0", "included in price" or
other similar indication. Otherwise,all shipping,freight or delivery changes shall be passed through to the
TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative
shipping terms are agreed by TIPS as a result of the proposal award.
Warranty Conditions
All new supplies equipment and services shall include manufacturer's minimum standard warranty unless
otherwise agreed to in writing. Vendor shall be legally permitted to sell all products offered for sale to
TIPS Members if the offering is included in the Request for Proposal category.All goods proposed and sold
shall be new unless clearly stated in writing.
Customer Support
The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the
Parties.Vendors shall respond to such requests within a commercially reasonable time after receipt of the
request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with
the TIPS Member.
Agreements
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Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by
authorized agents of the TIPS Member participating government entities, but other means of placing an
order may be used at the Member's discretion.
Tax exempt status
Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s)
of the TIPS Member shall apply.
Assignments of Agreements
No assignment of this Agreement may be made without the prior notification of TIPS.Written
approval of TIPS shall not be unreasonably withheld. Payment for delivered goods and services
can only be made to the awarded Vendor, Vendor designated reseller or vendor assigned
company.
Disclosures
• Vendor and TIPS affirms that he/she or any authorized employees or agents has not given, offered
to give, nor intends to give at any time hereafter any economic opportunity,future employment,
gift, loan,gratuity, special discount,trip,favor or service to a public servant in connection with this
Agreement.
• Vendor shall attach, in writing, a complete description of any and all relationships that might be
considered a conflict of interest in doing business with the TIPS program.
• The Vendor affirms that,to the best of his/her knowledge, the offer has been arrived at independently,
and is submitted without collusion with anyone to obtain information or gain any favoritism that would in
any way limit competition or give an unfair advantage over other vendors in the award of this Agreement.
Term and Renewal of Agreements
The Agreement with TIPS is for three (3)years with an option for renewal for an additional one (1) consecutive
year if both parties agree. TIPS may or may not exercise the one-year extension beyond the base three-year
term and whether or not to offer the extension is at the sole discretion of TIPS.The scheduled Agreement
termination date shall be the last date of the
month of the last month of the agreement's legal effect. Example:If the agreement is
scheduled to end on May 23, the anniversary date of the award, it would actually be extended to
May 31 in the last month of the last year the contract is active.
Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members
Resulting from the Solicitation and with the Vendor Named in this Agreement.
No Agreement for goods or services with a TIPS Member by the awarded vendor named in this
Agreement that results from the solicitation award named in this Agreement, may incorporate
an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply.
All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and
enforceable when the vendor receives written confirmation by purchase order, executed Agreement or other
written instruction issued by the TIPS Memberfor any renewal period. The purpose of this clause is to avoid a
TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS
Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term
is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic
renewal clause that conflicts with these terms is rendered void and unenforceable.
Shipments
The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable
time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated,the
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Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for
completion of the order.TIPS or the requesting entity may cancel the order if estimated delivery time is
not acceptable or not as agreed by the parties.
Invoices
Each invoice or pay request shall include the TIPS Member(s purchase order number or other identifying
designation as provided in the order by the TIPS Member. If applicable,the shipment tracking number or
pertinent information for verification of TIPS Member receipt shall be made available upon request.
Payments
The TIPS Member will make payments directly to the Vendor,the vendor assigned dealer or as agreed by the
Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s),
whichever is the greater time or as otherwise provided by an agreement of the parties.
Pricing
Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall
include the participation fee, as provided in the solicitation,to be remitted to TIPS by the Vendor. Vendor will
not show adding the fee to the invoice presented to TIPS Member customer.
Participation Fees and Reporting of Sales to TIPS by Vendor
The Participation Fee that was published as part of the Solicitation and the fee published is the
legally effective fee, along with any fee conditions stated in the RFP. Collection of the fees by TIPS is required
under Texas Government Code §791.011 Et seq. Vendor or vendor assigned dealer agrees to pay the
participation fee for all Agreement sales to TIPS on a monthly scheduled report or as otherwise agreed by the
parties.
Reporting of Sales to TIPS by Vendor
Vendor is required to report all sales under the TIPS contract to TIPS. If the TIPS Member entity requesting a
price from the awarded Vendor requests the TIPS contract, Vendor must include the TIPS Contract number on
any communications with the TIPS Member entity. To report sales, login to the TIPS Vendor Portal and click on
the PO's and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of
reporting sales to TIPS. Please refer to the TIPS Accounting FA(Xs for more information about reporting sales
and if you have further questions, contact the Accounting Team at accounting@tips-usa.com.The Vendor or
vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement
and submitting same to TIPS. Failure to render the participation fee to TIPS shall constitute a breach of this
agreement with our parent governmental entity,Texas Education Service Center Region 8, as established by
the Texas legislature and shall be grounds for termination of this agreement and any other agreement held
with TIPS and possible legal action.TIPS reserves all rights under the law to collect the fees due. Please contact
TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions about paying fees.
Indemnity
The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers and employees
from and against all claims and suits by third parties for damages, injuries to persons (including death),
property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or
resulting from,Vendor's performance under this Agreement, including all such causes of action based upon
common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or
intentional acts on the part of the Vendor, its officers, employees,agents, subcontractors, licensees, or
invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as
ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR
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PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas
Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney's fees are recoverable
by the prevailing party in any dispute resulting in litigation.
State of Texas Franchise Tax
By signature hereon,the bidder hereby certifies that he/she is not currently delinquent in the payment
of any franchise taxes owed the State of Texas under Chapter 171,Tax Code.
Miscellaneous
The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion
and that any Vendor may be removed from the participation in the Program at any time with or without
cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be
construed as a guarantee that TIPS or TIPS Members will submit any orders at any time.TIPS reserves the
right to request additional proposals for items or services already on Agreement at any time.
Purchase Order Pricing/Product Deviation
If a deviation of pricing/product on a purchase order or contract modification occurs between the Vendor
and the TIPS Member,TIPS must be notified within five (5) business days of receipt of change order.
Termination for Convenience of TIPS Agreement Only
TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty(30)
days prior written notice.Termination for convenience is conditionally required under Federal Regulations 2
CFR part 200 if the customer is using federal funds for the procurement.All purchase orders presented to
the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this
agreement shall be honored at the option of the TIPS Member.The awarded vendor may terminate the
agreement with ninety(90)days prior written notice to TIPS 4845 US Hwy North, Pittsburg,Texas 75686.
The vendor will be paid for goods and services delivered prior to the termination provided that the goods
and services were delivered in accordance with the terms and conditions of the terminated agreement.
This termination clause does not affect the sales agreements executed by the Vendor and the TIPS
Member customer pursuant to this agreement.TIPS Members may negotiate a termination for
convenience clause that meets the needs of the transaction based on applicable factors, such as funding
sources or other needs.
TIPS Member Purchasing Procedures
Usually, purchase orders or their equal are issued by participating TIPS Memberto the awarded vendor and
should indicate on the order that the purchase is per the applicable TIPS Agreement number. Orders are
typically emailed to TIPS at tipspo@tips-usa.com.
• Awarded vendor delivers goods/services directly to the participating member.
• Awarded vendor invoices the participating TIPS Member directly.
• Awarded vendor receives payment directly from the participating member.
• Awarded vendor reports sales monthly to TIPS(unless prior arrangements have been made with
TIPS for an alternative submission schedule).
Licenses
Awarded vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits
required for the operation of the business conducted by awarded vendor.Awarded vendor shall remain
reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful
provision of goods or services under the Agreement.TIPS and TIPS Members reserves the right to stop
work and/or cancel an order or terminate this or any other sales Agreement of any awarded vendor whose
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license(s) required for performance under this Agreement have expired, lapsed, are suspended or
terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.
Novation
If awarded vendor sells or transfers all assets, rights or the entire portion of the assets or rights required
to perform this Agreement,a successor in interest must guarantee to perform all obligations under this
Agreement.A simple change of name agreement will not change the Agreement obligations of awarded
vendor.TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within
five (5) business days of the transfer of assets or rights.
Site Requirements(only when applicable to service or job)
Cleanup: When performing work on site at a TIPS Member's property, awarded vendor shall clean up and
remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed
by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean
and unobstructed condition.
Preparation:Awarded vendor shall not begin a project for which TIPS Member has not prepared the site,
unless awarded vendor does the preparation work at no cost, or until TIPS Member includes the cost of site
preparation in a purchase order.
Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and
similar pre-installation requirements.
Registered sex offender restrictions: For work to be performed at schools, awarded vendor agrees that no
employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at
any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS
Member. Awarded vendor agrees that a violation of this condition shall be considered a material breach and
may result in the cancellation of the purchase order at the TIPS Member's discretion.
Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are
specified, compliance with this term will be provided at no additional charge. Safety measures:Awarded
vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and
properly maintain all necessary safeguards for protection of workers and the public.Awarded vendor shall
post warning signs against all hazards created by the operation and work in progress. Proper precautions
shall be taken pursuant to state law and standard practices to protect workers,general public and existing
structures from injury or damage.
Smoking
Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes,
codes or policies.
Marketing
Awarded vendor agrees to allow TIPS to use their name and logo within TIPS website,
marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the
Proposal to the Solicitation.The Vendor may submit an acceptable use directive for Vendor's names and
logos with which TIPS agrees to comply. Any use of TIPS name and logo or any form of publicity, inclusive of
press release, regarding this Agreement by awarded vendor must have prior approval from TIPS which will
not be unreasonably withheld. Request may be made by email to TIPS@TIPS-USA.COM
Supplemental Agreements
The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate
Supplemental Agreement or contract to further define the level of service requirements over and above the
minimum defined in this Agreement such as but not limited to, invoice requirements, ordering requirements,
specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of this Agreement is
Non-JOC Vendor Agreement Ver.07302019.rp
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exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents,TIPS Members and
employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made
party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in
the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional
agreement,those agreements shall comply with the award made by TIPS to the Vendor. Supplemental
Vendor's Agreement documents may not become part of TIPS's Agreement with vendor unless and until an
authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time
during the life of this Vendor Agreement.TIPS permits TIPS Members to negotiate additional terms and
conditions with the Vendor for the provision of goods or services under the Vendor's TIPS Agreement so long
as they do not materially conflict with this Agreement.
Survival Clause
All applicable sales, leases, Supplemental Agreements, contracts, software license agreements,warranties or
service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the
terms and conditions of this Agreement shall survive the expiration or termination of this Agreement.All
Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor
prior to the expiration or termination of this agreement, shall survive expiration or termination of the
Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified
herein relating to termination of this agreement.
Legal obligations
It is the responding Vendor's responsibility to be aware of and comply with all local, state and federal laws
governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor
Agreement and any awarded Agreement thereof.Applicable laws and regulations must be followed even if
not specifically identified herein.
Audit rights
Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the awarded
Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS
Member that utilizes this Agreement.TIPS and Region 8 ESC each reserve the right to audit the accounting of
TIPS related purchases for a period of three(3) years from the time such purchases are made.This audit right
shall survive termination of this Agreement for a period of one (1)year from the effective date of termination.
In order to ensure and confirm compliance with this agreement,TIPS shall have authority to conduct audits of
Awarded Vendor's pricing or TIPS transaction documentation with TIPS Members with 30 days' notice unless
the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice.
Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible
entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to
conduct the audit internally or may engage a third- party auditing firm to investigate any possible non-
compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event
of an audit,the requested materials shall be reasonably provided in the time,format and at the location
acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random audit the TIPS transaction
documentation more than once per calendar year, but reserves the right to audit for just cause or as required
by any governmental agency or court with regulatory authority over TIPS or the TIPS Member.
Force Majeure
If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its
obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in
writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the
obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended
during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period,
Non-JOC Vendor Agreement Ver.07302019.rp
Page 6
and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
Choice of Law
The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from
this procurement process, however described, shall be governed by, construed and enforced in accordance with
the laws of the State of Texas, regardless of any conflict of laws principles.
Venue,Jurisdiction and Service of Process
Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting
from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County,
Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such
proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees
that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees
not to bring any proceeding arising out of or relating to this procurement process or any contract resulting
from or any contemplated transaction in any other court.The parties agree that either or both of them may file
a copy of this paragraph with any court as written evidence of the knowing,voluntary and freely bargained for
agreement between the parties irrevocably to waive any objections to venue or to convenience of forum.
Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere
in the world.
Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in
Camp or Titus County,Texas.
Project Delivery Order Procedures
The TIPS Member having approved and signed an interlocal agreement,or other TIPS Membership
document, may make a request of the awarded vendor under this Agreement when the TIPS Member
desires goods or services awarded to the Vendor. Notification may occur via phone,the web, courier,
email,fax, or in person. Upon notification of a pending request,the awarded vendor shall acknowledge
the TIPS Member's request as soon as possible, but must make contact with the TIPS Member within two
working days.
Status of TIPS Members as Related to This Agreement
TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the
proposal information and all related documents. TIPS Members have all the same rights under the
awarded Agreement as TIPS.
Vendor's Resellers as Related to This Agreement
Vendor's Named Resellers under this Agreement shall comply with all terms and conditions of this
agreement and all addenda or incorporated documents. All actions related to sales by Authorized
Vendor's Resellers under this Agreement are the responsibility of the Awarded Vendor. If Resellers fail to
report sales to TIPS under your Agreement,the awarded Vendor is responsible for their contractual
failures and shall be billed for the fees. The awarded vendor may then recover the fees from their
named reseller.
Support Requirements
If there is a dispute between the awarded vendor and TIPS Member,TIPS or its representatives will assist
in conflict resolution or third party if requested by either party.TIPS, or its representatives, reserves the
right to inspect any project and audit the awarded Vendor's TIPS project files, documentation and
correspondence related to the requesting TIPS Member's order. If there are confidentiality requirements
by either party,TIPS shall comply to the extent permitted by law.
Non-JOC Vendor Agreement Ver.07302019.rp
Page 7
Incorporation of Solicitation
The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals,the
Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other,the
Vendor's response to same and all associated documents and forms made part of the solicitation
process, including any addenda, are hereby incorporated by reference into this Agreement as if copied
verbatim.
SECTION HEADERS OR TITLES
THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND
ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT.
STATUTORY REQUIREMENTS
Texas governmental entities are prohibited from doing business with companies that fail to certify to this
condition as required by Texas Government Code Sec. 2270.
By executing this agreement,you certify that you are authorized to bind the undersigned Vendor and
that your company(1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
You certify that your company is not listed on and does not and will not do business with companies that
are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per
Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-
terrorist.pdf
You certify that if the certified statements above become untrue at anytime during the life of this Agreement
that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor's letterhead
from and signed by an authorized representative of the Vendor stating the non-compliance decision and the
TIPS Agreement number and description at:
Attention: General Counsel
ESC Region 8/The Interlocal Purchasing System (TIPS)
4845 Highway 271 North
Pittsburg,TX,75686
And by an email sent to bids@tips-usa.com
Insurance Requirements
The undersigned Vendor agrees to maintain the below minimum insurance requirements for
TIPS Contract Holders.
General Liability $1,000,000 each Occurrence/Aggregate Automobile
Liability $300,000 Includes owned, hired & non-owned
Workers'Compensation Statutory limits for the jurisdiction in which
the Vendor performs under this Agreement.
Umbrella Liability $1,000,000
When the contractor or its subcontractors are liable for any damages or claims,the contractors' policy,when
the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by
the District. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's
insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the
liability of the Contractor(s). Insurance shall be written by a carrier with an A-;VII or better rating in accordance
Non-JOC Vendor Agreement Ver.07302019.rp
Page 8
with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable,
unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be
accepted. Vendor's required minimum coverage shall not be suspended,voided, cancelled, non-renewed or
reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except
after thirty(30) days prior written notice by certified mail, return receipt requested has been given to TIPS or
the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all
insurance policies shall be furnished to the TIPS or the TIPS Member.
Special Terms and Conditions
• Orders: All vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips-
usa.com. Should a TIPS Member send an order directly to the Vendor, it is the Vendor's responsibility
to forward a copy of the order to TIPS at the email above within 3 business days and confirm its
receipt with TIPS.
• Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase
directly from the Vendor or through another agreement, when the Member has requested using the
TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the
terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS
Program.
• Order Confirmation:All TIPS Member Agreement orders are approved daily by TIPS and sent to
vendor. The Vendor should confirm receipt of orders to the TIPS Member(customer)within 3 business
days.
• Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated
pricing when effective. TIPS shall be notified when prices change in accordance with the
award.
• Back Ordered Products: If product is not expected to ship within the time provided to the TIPS
member bythe Vendor,customer is to be notified within 3 business days and appropriate action
taken based on customer request.
The TIPS Vendor Agreement Signature Page is inserted here.
Non-JOC Vendor Agreement Ver.07302019.rp
Page 9
TIPS Vendor Agreement Signature Form
RFP 200105 Technology Solutions, Products and Services
Company Name Adorama Inc.
Address 42 West 18th Street
City New York State NY zip 10011
Phone 212-741 -0401 Fax 646-758-8558
Email of Authorized Representativeandreas@adorama.com
Name of Authorized Representative Andrea Simmon
Title Bids - Team Lead
Signature of Authorized Representative
Date 2-12-20
TIPS Authorized Representative Name Meredith Barton
Title Chief Operating Officer
TIPS Authorized Representative Signature
Approved by ESC Region 8
Date 7/9/2020
Page 10 of 10
NOTICE TO MEMBERS REGARDING ATTRIBUTE RESPONSES
TIPS VENDORS RESPOND TO ATTRIBUTE QUESTIONS AS PART OF TIPS COMPETITIVE
SOLICITATION PROCESS. THE VENDOR'S RESPONSES TO ATTRIBUTE QUESTIONS
ARE INCLUDED HEREIN AS "SUPPLIER RESPONSE." PLEASE BE ADVISED THAT
DEVIATIONS, IF ANY, IN VENDOR'S RESPONSE TO ATTRIBUTE QUESTIONS MAY NOT
REFLECT VENDOR'S FINAL ATTRIBUTE RESPONSE, WHICH IS SUBJECT TO
NEGOTIATIONS PRIOR TO AWARD. PLEASE CONTACT THE TIPS OFFICE AT 866-839-
8477 WITH QUESTIONS OR CONCERNS REGARDING VENDOR ATTRIBUTE RESPONSE
DEVIATIONS. PLEASE KEEP IN MIND THAT TIPS DOES NOT PROVIDE LEGAL
COUNSEL TO MEMBERS. TIPS RECOMMENDS THAT YOU CONSULT YOUR LEGAL
COUNSEL WHEN EXECUTING CONTRACTS WITH OR MAKING PURCHASES FROM
TIPS VENDORS.
Adk
200105 Addendum 2
Adorama, Inc
Supplier Response
Event Information
Number: 200105 Addendum 2
Title: Technology Solutions, Products and Services
Type: Request for Proposal
Issue Date: 1/9/2020
Deadline: 2/21/2020 03:00 PM (CT)
Contact Information
Contact: Kristie Collins
Address: Region 8 Education Service Center
4845 US Highway 271 North
Pittsburg, TX 75686
Phone: +1 (866) 839-8477
Fax: +1 (866) 839-8472
Email: bids@tips-usa.com
Page 1 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
Adorama, Inc Information
Address: 42 W. 18th Street
New York, NY 10011
Phone: (212) 741-0401
Fax: (646) 758-8558
By submitting your response, you certify that you are authorized to represent and bind your company.
Andrea Simmon andreas@adorama.com
Signature Email
Submitted at 211812020 12:00:14 PM
Supplier Note
Discount is 5% off web pricing found at www.adorama.com. Excludes MAP items (manufacturer restricted item
s where no discount is allowed). Education facilities not eligible for Apple products.
Requested Attachments
Vendor Agreement 200105_Vendor Agreement.pdf
The vendor must download the Vendor Agreement from the attachment tab, fill in the requested information and uploa
d the completed agreement.
DO NOT UPLOAD encrypted or password protected files.
Agreement Signature Form Signature Form from Adorama.pdf
If you have not taken exception or deviation to the agreement language in the solicitation attributes, download the AG
REEMENT SIGNATURE FORM from the "ATTACHMENTS" tab. This PDF document is a fillable form. Download the doc
ument to your computer, fill in the requested company information, print the file, SIGN the form, SCAN the completed a
nd signed AGREEMENT SIGNATURE FORM, and upload here.
If you have taken exception to any of the agreement language and noted the exception in the deviations section of the
attributes for the agreement, complete the AGREEMENT SIGNATURE FORM, but DO NOT SIGN until those deviations
have been negotiated and resolved with TIPS management. Upload the unsigned form here, because this is a require
d document.
Pricing Spreadsheet #1 200105_Pricing_form_l.xlsx
The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested informa
tion and upload the completed spreadsheet.
DO NOT UPLOAD encrypted or password protected files.
Pricing Spreadsheet #2 200105_Pricing_form_2.xlsx
The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested informa
tion and upload the completed spreadsheet.
DO NOT UPLOAD encrypted or password protected files.
References Reference—Form from Adorama.xls
The vendor must download the References spreadsheet from the attachment tab, fill in the requested information and
upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files.
Proposed Goods and Services Proposed Goods and Services from Adorama.docx
Please upload one or more documents or sheets describing your offerings, line cards, catalogs, links to offerings OR li
st links to your offerings that illustrate the catalog of proposed lines of goods and or services you carry and offer unde
r this proposal. I does not have to be exhaustive but should, at a minimum tell us what you are offering. It could be as
simple as a sheet with your link to your online catalog of goods and services.
Page 2 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
Resellers/Dealers - COMPLETE AND UPLOAD ONLY IF YOU HAVE RESELLER OF YOUR No response
GOODS OR SERVICES PROPOSED
If the PROPOSING vendor has resellers that will be selling for the vendor UNDER this contract, the vendor must down)
oad the Resellers/Dealers spreadsheet from the attachment tab, fill in the requested information and upload the compl
eted spreadsheet.
DO NOT UPLOAD encrypted or password protected files.
HUB Subcontracting Plan Form OPTIONAL No response
Completion of the HUB Subcontracting Plan Form is OPTIONAL. THE FORM INFORMATION HAS NO EFFECT ON YO
UR EVALUATION SCORE. IT IS INFORMATIONAL ONLY. Some Texas State agencies and Universities require it be a p
art of the file when determining if they can use a TIPS contract. If you choose to complete one, it is not project specific
but the general plan the vendor would use. Complete it as best you can.
Vendor can download the HUB Subcontracting Plan Form from the "Attachments" tab and upload their HUB Subcontra
cting Plan Form.
D/M/WBE Certification OPTIONAL No response
D/M/WBE Certification documentation may be scanned and uploaded if you desire to claim your status as one of the i
dentified enterprises. (Disadvantaged Business Enterprise, Minority Business Enterprise and/or Woman Business Ent
erprise) If vendor has more than one certification scan into one document. (PDF Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
HUB Certification OPTIONAL No response
HUB Certification documentation may be scanned and uploaded if you desire to document you status as a HUB compa
ny. (Historically Underutilized Business) (PDF Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
Warranty No response
Warranty information (if applicable) must be scanned and uploaded. (PDF Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
Supplementary No response
Supplementary information may be scanned and uploaded. (Company information, brochures, catalogs, etc.) (PDF Fo
rmat ONLY)
DO NOT UPLOAD encrypted or password protected files.
All Other Certificates No response
All Other Certificates (if applicable) must be scanned and uploaded. If vendor has more than one other certification sc
an into one document. (PDF Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
Logo and Other Company Marks Adorama-Logo---Blue---Large.jpg
If you desire, please upload your company logo to be added to your individual profile page on the TIPS website. If any
particular specifications are required for use of your company logo, please upload that information under the Supplem
entary section or another non-required section under the "Response Attachment" tab. Preferred Logo Format: 300 x 2
25 px- .png, .eps, Jpeg preferred
Conflict of Interest Form CIQ- ONLY REQUIRED IF A CONFLICT EXISTS PER THE No response
INSTRUCTIONS
ONLY REQUIRED IF A CONFLICT EXISTS PER THE INSTRUCTIONS
Conflict of Interest Form for Vendors that are required to submit the form. The Conflict of Interest Form is included in t
he Base documents or can be found at https://www.tips-usa.com/assets/documents/docs/CIQ.pdf.
Certificate of Corporate Offerer - COMPLETE ONLY IF Certificate of Corporate Officer from Adorama.pdf
OFFERER IS A CORPORATION
COMPLETE AND UPLOAD FORM IN ATTACHMENTS SECTION ONLY IF OFFERER IS A CORPORATION
Disclosure of Lobbying Activities Standard Form LLL No response
ONLY IF you answered "I HAVE Lobbied per above" to attribute #66, please download and complete and upload the St
andard Form-LLL, "disclosure Form to Report Lobbying," in the Response attachments section.
Page 3 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
Confidentiality Form CONFIDENTIALITY CLAIM—FORM—rev111819RP from Adorama.pdf
REQUIRED CONFIDENTIALITY FORM. Complete the form according to your company requirements, make any desire
d attachments and upload to the appropriate section under"Response Attachments" THIS FORM DETERMINES HOW
ESC8/TIPS RESPONDS TO LEGAL PUBLIC INFORMATION REQUESTS.
Bid Attributes
1 Yes - No
Disadvantaged/Minority/Women Business Enterprise - D/M/WBE (Required by some participating governmental enti
ties) Vendor certifies that their firm is a D/M/WBE? Vendor must upload proof of certification to the "Response Attac
hments" D/M/WBE CERTIFICATES section.
NO
2 Yes - No
Historically Underutilized Business - HUB (Required by some
participating governmental entities) Vendor certifies that
their firm is a HUB as defined by the State of Texas at https:Hcomptroller.texas.gov/purchasing/vendor/hub/
or in a HUBZone as defined by the US Small Business Administration at https://www.sba.gov/offices/headquarters/oh
p
Proof of one or both may be submitted. Vendor must upload proof of certification to the "Response Attachments" HU
B CERTIFICATES section.
No
3 Yes - No
The Vendor can provide services and/or products to all 50 US States?
Yes
4 States Served:
If answer is NO to question #3, please list which states can be served. (Example: AR, OK, TX)
No response
5 Company and/or Product Description:
This information will appear on the TIPS website in the company profile section, if awarded a TIPS contract. (Limit 7
50 characters.)
Adorama is the world's only full-service destination for photo, video and electronics. We're more than a camera sto
re —we offer the best selection and prices on professional photography and video gear, pro-audio, and consumer
electronics such as home theaters, mobile computing, home office equipment and more.
6 Primary Contact Name
Primary Contact Name
Andrea Simmon
7 Primary Contact Title
Primary Contact Title
Bids-Team Lead
Page 4 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
8 Primary Contact Email
Primary Contact Email
andreas@adorama.com
9 Primary Contact Phone
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
2127410401 Ext 2271
1 Primary Contact Fax
U Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
646-758-8558
1 Primary Contact Mobile
1 Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
No response
1 Secondary Contact Name
2 Secondary Contact Name
Dan Nemeth
1 Secondary Contact Title
3 Secondary Contact Title
Account Manager
1 Secondary Contact Email
4 Secondary Contact Email
dnemeth@adorama.com
1 Secondary Contact Phone
5 Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
212-741-0401
1 Secondary Contact Fax
6 Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
No response
1 Secondary Contact Mobile
7 Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
No response
Page 5 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
1 Admin Fee Contact Name
8 Admin Fee Contact Name. This person is responsible for paying the admin fee to TIPS.
Earl Sutton
1 Admin Fee Contact Email
9 Admin Fee Contact Email
absinvoices@adorama.com
2 Admin Fee Contact Phone
U Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
212-741-0401
2 Purchase Order Contact Name
1 Purchase Order Contact Name. This person is responsible for receiving Purchase Orders from TIPS.
Bid Department
2 Purchase Order Contact Email
2 Purchase Order Contact Email
biddept@adorama.com
2 Purchase Order Contact Phone
3 Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
212-741-0401
2 Company Website
4 Company Website (Format-www.company.com)
www.adorama.com
2 Federal ID Number:
5 Federal ID Number also known as the Employer Identification Number. (Format- 12-3456789)
13-2918676
2 Primary Address
6 Primary Address
42 West 18th Street
2 Primary Address City
7 Primary Address City
New York
2 Primary Address State
8 Primary Address State (2 Digit Abbreviation)
New York
Page 6 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
2 Primary Address Zip
9 Primary Address Zip
10011
3 Search Words:
U Please list search words to be posted in the TIPS database about your company that TIPS website users might sear
ch. Words may be product names, manufacturers, or other words associated with the category of award. YOU MAY
NOT LIST NON-CATEGORY ITEMS. (Limit 500 words) (Format: product, paper, construction, manufacturer name, et
c.)
electronics, computers, printers, drones, scanners, cables, lighting, audio visual supplies, theatre equipment, micr
ophones, storage devices, headphones, forensic supplies, cases, cameras, photography, tripods, lenses, Nikon, C
anon, filters, tactical, camera accessories
3 Do you want TIPS Members to be able to spend Federal grant funds with you if awarded? Is it your
intent to be able to sell to our members regardless of the fund source, whether it be local, state or
federal?
Most of our members receive Federal Government grants and they make up a significant portion of their budgets. T
he members need to know if your company is willing to sell to them when they spend federal budget funds on their p
urchase. There are attributes that follow that are provisions from the federal regulations in 2 CFR part 200. Your an
swers will determine if your award will be designated as Federal or Education Department General Administrative R
egulations (EDGAR)compliant.
Do you want TIPS Members to be able to spend Federal grant funds with you if awarded and is it your intent to be a
ble to sell to our members regardless of the fund source, whether it be local, state or federal?
Yes
3 Yes - No
2 Certification of Residency (Required by the State of Texas) The vendor's ultimate parent company or majority owner
(A) has its principal place of business in Texas;
R
(B) employs at least 500 persons in Texas?
No
3 Company Residence (City)
3 Vendor's principal place of business is in the city of?
New York
3 Company Residence (State)
4 Vendor's principal place of business is in the state of?
New York
Page 7 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
3 Discount Offered -CAUTION READ CAREFULLY BECAUSE VENDORS FREQUENTLY MAKE MISTAKES
5 ON THIS ATTRIBUTE QUESTION
Remember this is a MINIMUM discount percentage so, be sure the discount percentage inserted here can be applie
d to ANY OFFERING OF GOODS OR SERVICES THROUGH OUT THE LIFE OF THE CONTRACT
CAUTION: BE CERTAIN YOU CAN HONOR THIS MINIMUM DISCOUNT PERCENTAGE ON ANY OFFERED SERVICE
OR GOOD.
What is the MINIMUM percentage discount off of any item or service you offer to TIPS Members that is in your regul
ar catalog (as defined in the RFP document), website, store or shelf pricing? The resulting price of any goods or se
rvices Catalog list prices after this discount is applied is a ceiling on your pricing and not a floor because, in order to
be more competitive in the individual circumstance, you may offer a larger discount depending on the items or servi
ces purchased and the quantity at time of sale. Must answer with a number between 0% and 100%.
5%
3 TIPS administration fee
6 By submitting a proposal, I agree that all pricing submitted to TIPS shall include the participation fee, as designated
in the solicitation or as otherwise agreed in writing and shall be remitted to TIPS by the Vendor as agreed in the Ven
dor agreement. I agree that the fee shall not and will not be added by the vendor as a separate line item on a TIPS
member invoice, quote, proposal or any other written communications with the TIPS member.
3 Yes - No
7 Vendor agrees to remit to TIPS the required administration fee?
TIPS/ESC Region 8 is required by Texas Government Code § 791 to be compensated for its work and thus, failure t
o agree shall render your response void and it will not be considered.
Yes
3 Yes - No
8 Do you offer additional discounts to TIPS members for large order quantities or large scope of work?
Yes
3 Years Experience
9 Company years experience in this category? This is an evaluation criterion worth a maximum of 10 points. See RFP
for more information.
42
4 Resellers:
U Does the vendor have resellers that it will name under this contract? Resellers are defined as other companies that
sell your products under an agreement with you, the awarded vendor of TIPS.
EXAMPLE: BIGmart is a reseller of ACME brand televisions. If ACME were a TIPS awarded vendor, then ACME woul
d list BIGmart as a reseller.
(If applicable, vendor should download the Reseller/Dealers spreadsheet from the Attachments section, fill out the f
orm and submit the document in the "Response Attachments" RESELLERS section.
No
Page 8 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
4 Pricing discount percentage are guaranteed for?
1 Does the vendor agrees to honor the proposed pricing discount percentage off regular catalog (as defined in the R
FP document), website, store or shelf pricing for the term of the award?
YES
4 Right of Refusal
2 Does the proposing vendor wish to reserve the right not to perform under the awarded agreement with a TIPS mem
ber at vendor's discretion?
Yes
4 NON-COLLUSIVE BIDDING CERTIFICATE
3 By submission of this bid or proposal, the Bidder certifies that:
1) This bid or proposal has been independently arrived at without collusion with any other Bidder or with any Compe
titor;
2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of
bids, or proposals for this project, to any other Bidder, Competitor or potential competitor:
3) No attempt has been or will be made to induce any other person, partnership or corporation to submit or not to s
ubmit a bid or proposal;
4) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the
statements contained in this certification, and under the penalties being applicable to the Bidder as well as to the pe
rson signing in its behalf.
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered.
4 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ - Do you have any CONFLICT OF INTEREST
4 TO REPORT OR DISCLOSE under this statutory requirement?
Do you have any CONFLICT OF INTEREST TO REPORT OR DISCLOSE under this statutory requirement?YES or
NO
If you have a conflict of interest as described in this form or the Local Government Code Chapter 176, cited therein-
you are required to complete and file with TIPS.
You may find the Blank CIQ form on our website at:
Copy and Paste the following link into a new browser or tab:
https://www.tips-usa.com/assets/documents/docs/CIQ.pdf
There is an optional upload for this form provided if you have a conflict and must file the form.
No
4 Filing of Form CIQ
5 If yes (above), have you filed a form CIQ by uploading the form to this RFP as directed above?
No
Page 9 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
4 Regulatory Standing
6 1 certify to TIPS for the proposal attached that my company is in good standing with all governmental agencies Fede
rat or state that regulate any part of our business operations. If not, please explain in the next attribute question.
Yes
4 Regulatory Standing
7 Regulatory Standing explanation of no answer on previous question.
No response
4 Antitrust Certification Statements (Tex. Government Code § 2155.005)
8 By submission of this bid or proposal, the Bidder certifies that:
I affirm under penalty of perjury of the laws of the State of Texas that:
(1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, pa
rtnership or individual (Company) listed below;
(2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Tex
as Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
(3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law
(4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of t
his bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged i
n the same line of business as the Company.
Page 10 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
4 Suspension or Debarment Instructions
9 Instructions for Certification:
1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providi
ng the certification set out herein in accordance with these instructions.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this trans
action was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an err
oneous certification in addition to other remedies available to the federal government, the department or agency wit
h which this transaction originated may pursue available remedies, including suspension and / or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal i
s submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submi
tted or has become erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participa
nts," "person," "primary covered transaction," "principal," "proposal' and "voluntarily excluded," as used in this claus
e, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 1254
9. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regula
tions.
5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transacti
on be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred
, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authori
zed by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled "C
ertification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction
" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier cove
red transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, u
nless it knows that the certification is erroneous. A participant may decide the method and frequency by which it det
ermines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to
render in good faith the certification required by this clause. The knowledge and information of a participant is not r
equired to exceed that which is normally possessed by a prudent person in the ordinary course of business dealing
S.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transacti
on knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or vol
untarily excluded from participation in this transaction, in addition to other remedies available to the federal govern
ment, the department or agency with which this transaction originated may pursue available remedies, including sus
pension and / or debarment.
Page 11 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
5 Suspension or Debarment Certification
U By answering yes, you certify that no federal suspension or debarment is in place, which would preclude receiving a
federally funded contract as described above.
Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must no
t be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accor
dance with the OMB guidelines at 2 CFR 180 that implement Executive
Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Sus
pension." 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.
By answering yes, you certify that no federal suspension or debarment is in place, which would preclude receiving a
federally funded contract as described above.
Yes
5 Non-Discrimination Statement and Certification
In accordance with Federal civil rights law, all U.S. Departments, including the U.S. Department of Agriculture (USDA
) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating i
n or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion,
sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental
status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil right
s activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies a
nd complaint filing deadlines vary by program or incident.
Persons with disabilities who require alternative means of communication for program information (e.g., Braille, larg
e print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Cent
er at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additi
onally, program information may be made available in languages other than English.
To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, fo
and online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to
USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form,
call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Offic
e of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fa
x: (202) 690-7442; or (3)
email: program.intake@usda.gov.
(Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discriminatio
n Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Ci
vil Rights Compliance and Enforcement— Nutrition Programs and Activities)
All U.S. Departments, including the USDA are equal opportunity provider, employer, and lender.
Not a negotiable term. Failure to agree by answering YES will render your proposal non-responsive and it will not be
considered. I certify that in the performance of a contract with TIPS or its members, that our company will conform to
the foregoing anti-discrimination statement and comply with the cited and all other applicable laws and regulations.
Yes
Page 12 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
5 2 CFR PART 200 Contract Provisions Explanation
2 Required Federal contract provisions of Federal Regulations for Contracts for contracts with ESC Region 8 and TIP
S Members:
The following provisions are required to be in place and agreed if the procurement is funded in any part with federal
funds.
The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are I
ocated in 2 CFR PART 200 -Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under F
ederal Awards at 2 CFR PART 200. Others are included within 2 CFR part 200 et al.
In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-
Federal entity under the Federal award must contain provisions covering the following, as applicable.
5 2 CFR PART 200 Contracts
3 Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted
amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Co
uncils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances wh
ere contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region
8 and TIPS Members reserves all rights and privileges under the applicable laws and regulations with respect to this
procurement in the event of breach of contract by either party.
Does vendor agree?
Yes
5 2 CFR PART 200 Termination
4 Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff
ected and the basis for settlement. (All contracts in excess of$10,000)
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members reserves the right to terminate any agreement in excess
of$10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an
d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and
TIPS Members reserves the right to terminate any agreement in excess of$10,000 resulting from this procurement
process for convenience with 30 days notice in writing to the awarded vendor. The vendor
would be compensated for work performed and goods procured as of the termination date if for convenience of the
ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region
8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t
he ESC Region 8 and TIPS.
Does vendor agree?
Yes
Page 13 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
5 2 CFR PART 200 Clean Air Act
5 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amen
ded—Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Fe
deral 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). Violati
ons must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Age
ncy (EPA).
Pursuant to the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members,
ESC Region 8 and TIPS Members requires that the proposer certify that during the term of
an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to co
mply with all of the above regulations, including all of the terms listed and referenced therein.
Does vendor agree?
Yes
5 2 CFR PART 200 Byrd Anti-Lobbying Amendment
6 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 appro
priated 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 mus
t 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.
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region
8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or referenc
ed herein.
Does vendor agree?
Yes
5 2 CFR PART 200 Federal Rule
7 Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42
U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental P
rotection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of$1
00,000)
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of a
mounts in excess of$100,000, the vendor will be in compliance with all applicable standards, orders, or requirement
s issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C.
1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15).
Does vendor certify that it is in compliance with the Clean Air Act?
Yes
Page 14 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
5 2 CFR PART 200 Procurement of Recovered Materials
8 A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must co
mply 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 P
rotection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable,
consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value o
f the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management servi
ces in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement progra
m for procurement of recovered materials identified in the EPA guidelines.
Does vendor certify that it is in compliance with the Solid Waste Disposal Act as described above?
Yes
5 Certification Regarding Lobbying
9 Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds
Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by sectio
n 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed wh
en this transaction was made or entered into. Any person who fails to file the required certification shall be subject t
o a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contr
act, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and th
e extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative ag
reement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of c
ongress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement,
the undersigned shall complete and submit Standard Form-LLL, "disclosure Form to Report Lobbying," in accordan
ce with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all c
overed subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certif
y and disclose accordingly.
I HAVE NOT Lobbied per above
6 If you answered "I HAVE lobbied per above to the previous question.
0 IF you answered "I HAVE lobbied" per above Attribute question, you must download the Lobbying Report "Standard
From LLL, disclosure Form to Report Lobbying"which includes instruction on completing the form, complete and su
bmit it in the Response Attachments section as a report of the lobbying activities you performed or paid others to pe
rfo rm.
Page 15 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
6 Subcontracting with small and minority businesses, women's business enterprises, and labor surplus
1 area firms.
Do you ever anticipate the possibility of subcontracting any of your work under this award if you are successful?
IF NO, DO NOT ANSWER THE NEXT ATTRIBUTE QUESTION. . IF YES, and ONLY IF YES, you must answer the nex
t question YES if you want a TIPS Member to be authorized to spend Federal Grant Funds for Procurement.
NO
6 ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your
2 performance under the TIPS Agreement, do you agree to comply with the following federal
requirements?
ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your performance under th
e TIPS Agreement,
do you agree to comply with the following federal requirements?
Federal Regulation 2 CFR §200.321 Contracting with small and minority businesses, women's business enterprises,
and labor surplus area firms. (a)The non-Federal entity must take all necessary affirmative steps to assure that min
ority businesses, women's business enterprises, and labor surplus area firms are used when possible.
(b) Affirmative steps must include:(1) Placing qualified small and minority businesses and women's business enterpr
ises on solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are
potential sources;
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum partic
ipation by small and minority businesses, and women's business enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and min
ority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration a
nd the Minority Business Development Agency of the Department of Commerce ; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1)
through (5) of this section.
No response
Page 16 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
6 Indemnification
3 The ESC Region 8 and TIPS is a Texas Political Subdivision and a local governmental entity; therefore, is prohibited
from
indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided b
y law or as
ordered by a court of competent jurisdiction. A provision in a contract to indemnify or hold a party harmless is a pro
mise to pay for
any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract
or negligently
performing duties under the contract. Article III, Section 49 of the Texas Constitution states that "no debt shall be cre
ated by or on
behalf of the State ... " The Attorney General has counseled that a contractually imposed obligation of indemnity cre
ates a "debt" in
the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Contract clauses which require the System or insti
tutions to
indemnify must be deleted or qualified with "to the extent permitted by the Constitution and Laws of the State of Tex
as." Liquidated
damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be del
eted or qualified
with "to the extent permitted by the Constitution and laws of State of Texas."
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y
ou agree
to these terms?
Yes
6 Remedies
4 The parties shall be entitled to exercise any right or remedy available to it either at law or in equity, subject to the ch
oice of law, venue
and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbi
tration resolution
of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those
specifically waived
under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request o
f either party. Any
issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed up
on mediator as a
prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associ
ated filing fee
equally. Mediation shall be held in Camp or Titus County, Texas. Agreements reached in mediation shall be reduced
to writing, and
will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of
Directors, and, if
signed, shall thereafter be enforceable as provided by the laws of the State of Texas.
Do you agree to these terms?
Yes, I Agree
6 Remedies Explanation of No Answer
5 No response
Page 17 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
6 Choice of Law
6 The agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this
procurement process, however described, shall be governed by, construed and enforced in accordance with the law
s of the State of Texas, regardless of any conflict of laws principles.
THIS DOES NOT APPLY to a vendor's agreement entered into with a TIPS Member, as the Member may be located
outside Texas.
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y
ou agree to these terms?
Yes
6 Jurisdiction and Service of Process
7 Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from
or any
contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th
e parties
irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no
w or hereafter
have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de
termined only in
any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an
y contract resulting
from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co
py of this paragraph
with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie
s irrevocably to
waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten
ce of this Section
may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin
ed by the parties.
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y
ou agree to these terms?
Yes
6 Infringement(s)
8 The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents
, representatives, contractors, assignees and designees from any and all third party claims and judgments involving
infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop
erty rights attributed to or claims based on the Vendor's proposal or Vendor's performance of contracts awarded an
d approved.
Do you agree to these terms?
Yes, I Agree
6 Infringement(s) Explanation of No Answer
9 No response
7 Contract Governance
U Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex L
oc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent
expressly waived by other applicable laws in clear and unambiguous language.
Yes
Page 18 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
7 Payment Terms and Funding Out Clause
Payment Terms:
TIPS or TIPS members shall not be liable for interest or late payment fees on past due balances at a rate higher tha
n permitted by the laws or regulations of the jurisdiction of the TIPS Member.
Funding Out Clause:
Vendor agrees to abide by the laws and regulations, including Texas Local Government Code § 271.903, or any sta
tutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the V
endor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to th
e budgeting and appropriation of currently available funds by the entity or its governing body.
See statute(s) for specifics or consult your legal counsel.
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered.
Do you agree to these terms?
Yes
7 Insurance and Fingerprint Requirements Information
2 Insurance
If applicable and your staff will be on TIPS member premises for delivery, training or installation etc. and/or with an a
utomobile, you must carry automobile insurance as required by law. You may be asked to
provide proof of insurance.
Fingerprint
It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code. The Texas Education Code,
Chapter 22, Section 22.0834. Statutory language may be found at: http://w\Aw.statutes.legis.state.tx.us/
If the vendor has staff that meet both of these criterion:
(1) will have continuing duties related to the contracted services; and
(2) has or will have direct contact with students
Then you have "covered" employees for purposes of completing the attached form.
TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have questi
ons on how to comply, see below. If you have questions on compliance with this code section, contact the Texas Dep
artment of Public Safety Non-Criminal Justice Unit, Access and Dissemination Bureau, FAST-FACT at
NCJU@txdps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent Scho
of District or ESC Region 8 and TIPS. Texas DPS phone number is (512) 424-2474.
See form in the next attribute to complete entitled:
Texas Education Code Chapter 22 Contractor Certification for Contractor Employees
Page 19 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
7 Texas Education Code Chapter 22 Contractor Certification for Contractor Employees
3 Introduction: Texas Education Code Chapter 22 requires entities that contract with school districts to provide service
s to obtain criminal history record information regarding covered employees. Contractors must certify to the district t
hat they have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a sch
ool district.
Definitions: Covered employees: Employees of a contractor or subcontractor who have or will have continuing dutie
s related to the service to be performed at the District and have or will have direct contact with students. The District
will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any conviction
or other criminal history information designated by the District, or one of the following offenses, if at the time of the o
ffense, the victim was under 18 or enrolled in a public school:
(a) a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as
a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law
or the laws of another state.
I certify that:
NONE (Section A) of the employees of Contractor and any subcontractors are covered employees, as defined abo
ve. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure tha
t the employees of Contractor and any subcontractor will not become covered employees. Contractor will maintain t
hese precautions or conditions throughout the time the contracted services are provided.
SOME (Section B) or all of the employees of Contractor and any subcontractor are covered employees. If this box
is checked, I further certify that:
(1) Contractor has obtained all required criminal history record information regarding its covered employees. None
of the covered employees has a disqualifying criminal history.
(2) If Contractor receives information that a covered employee subsequently has a reported criminal history, Contra
ctor will immediately remove the covered employee from contract duties and notify the District in writing within 3 busi
ness days.
(3) Upon request, Contractor will provide the District with the name and any other requested information of covered
employees so that the District may obtain criminal history record information on the covered employees.
(4) If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal h
istory record information, Contractor agrees to discontinue using that covered employee to provide services at the
District.
Noncompliance or misrepresentation regarding this certification may be grounds for contract termination.
None
Page 20 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
7 Texas Business and Commerce Code § 272 Requirements as of 9-1-2017
4 SB 807 prohibits construction contracts to have provisions requiring the contract to be subject to the laws of anothe
r state, to be required to litigate the contract in another state, or to require arbitration in another state. A contract wit
h such provisions is voidable. Under this new statute, a "construction contract" includes contracts, subcontracts, or
agreements with (among others) architects, engineers, contractors, construction managers, equipment lessors, or
materials suppliers. "Construction contracts" are for the design, construction, alteration, renovation, remodeling, or
repair of any building or improvement to real property, or for furnishing materials or equipment for the project. The t
erm also includes moving, demolition, or excavation. BY RESPONDING TO THIS SOLICITATION,AND WHEN APPLI
CABLE, THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE §272 WH
EN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES.
7 Texas Government Code 2270 Verification Form
5 Texas Government Code 2270 Verification Form
Texas 2017 House Bill 89 has been signed into law by the governor and as of September 1, 2017 will be codified as
Texas Government Code § 2270 and 808 et seq.
The relevant section addressed by this form reads as follows:
Texas Government Code Sec. 2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not ent
er into a contract with a company for goods or services unless the contract contains a written verification from the c
ompany that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.engaged by
ESC Region 8/The Interlocal Purchasing System (TIPS)
4845 Highway 271 North
Pittsburg,TX,75686
verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycot
t Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the futur
e. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that t
he above-named Texas governmental entity will be notified in writing within one (1) business day and we understand
that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall
be grounds for immediate contract termination without penalty to the above-named Texas governmental entity.
AND
our company is not listed on and we do not do business with companies that are on the the Texas Comptroller of Pu
blic Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https:Hc
omptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf
I swear and affirm that the above is true and correct.
YES
Page 21 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
7 Logos and other company marks
6 Please upload our company logo to be added to our individual profile page on the TIPS website. If an articular
p Y p Y 9 Y p p 9 Yp
specifications are required for use of your company logo, please upload that information under the "Logo and Other
Company Marks" section under the "Response Attachment" tab. Preferred Logo Format: 300 x 225 px- .png, .eps, .
jpeg preferred
Potential uses of company logo:
*Your Vendor Profile Page of TIPS website
* Potentially on TIPS website scroll bar for Top Performing Vendors
*TIPS Quarterly eNewsletter sent to TIPS Members
* Co-branding Flyers and or email blasts to our TIPS Members (Permission and approval will be obtained before pu
blishing)
7 Solicitation Deviation/Compliance
7 Does the vendor agree with the General Conditions Standard Terms and
Conditions or Item Specifications listed in this proposal invitation?
Yes
7 Solicitation Exceptions/Deviations Explanation
8 If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications li
sted in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditi
ons and information included or attached.
TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any
bid based upon any deviations indicated below or in any attachments or inclusions.
In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the St
andard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation.
50/o discount cannot be applied to MAP items (Manufacturer restricted items) where no discount is allowed.
7 Agreement Deviation/Compliance
9 Does the vendor agree with the language in the Vendor Agreement?
Yes
8 Agreement Exceptions/Deviations Explanation
U If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed
on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in
its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviatio
ns indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full co
mpliance with the Vendor Agreement.
50/o discount cannot be applied to MAP items (Manufacturer restricted items) where no discount is allowed.
Page 22 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
8 Felony Conviction Notice
Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states "a person or business
entity that enters into a contract with a school district must give advance notice to the district if the person or an own
er or operator of the business entity has been convicted of a felony. The notice must include a general description
of the conduct resulting in the conviction of a felony." Subsection (b) states "a school district may terminate a contra
ct with a person or business entity if the district determines that the person or business entity failed to give notice as
required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate
the person or business entity for services performed before the termination of the contract." (c) This section does n
of apply to a publicly held corporation. The person completing this proposal certifies that they are authorized to pro
vide the answer to this question.
Select A., B. or C.
A. My firm is a publicly held corporation; therefore, this reporting requirement is not applicable.
OR B.My firm is not owned nor operated by anyone who has been convicted of a felony, OR
C. My firm is owned or operated by the following individual(s) who has/have been convicted of a felony. (if you answ
er C below, you are required to provide information in the next attribute.
B. Firm not owned nor operated by felon; per above
8 If you answered C. My Firm is owned or operated by a felon to the previous question, you are
2 REQUIRED TO ANSWER THE FOLLOWING QUESTIONS.
If you answered C. My Firm is owned or operated by a felon to the previous question, you must provide the following
information.
1. Name of Felon(s)
2. The named person's role in the firm, and
3. Details of Conviction(s).
No response
8 Long Term Cost Evaluation Criterion #4.
3 READ CAREFULLY and see in the RFP document under"Proposal Scoring and Evaluation".
Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not i
ncrease your catalog prices (as defined herein) more than X% annually over the previous year for years two and thr
ee and potentially year four, unless an exigent circumstance exists in the marketplace and the excess price increase
which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIP
S, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentati
on, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9
points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0
points.
increases will be 5% or less annually per question
8 Required Confidentiality Claim Form
4 Required Confidentiality Claim Form
This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from th
e "Attachments" section, complete according to the instructions on the form, then uploading the completed form, wit
h any confidential attachments, if applicable, to the "Response Attachments" section titled "Confidentiality Form" in
order to provide to TIPS the completed form titled, "CONFIDENTIALITY CLAIM FORM". By completing this process,
you provide us with the information we require to comply with the open record laws of the State of Texas as they ma
y apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if
your proposal is qualified for an award, until TIPS has an accurate, completed form from you.
Read the form carefully before completing and if you have any questions, email Rick Powell at TIPS at rick.powell(aD-t
ips-usa.com
Page 23 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
8 Choice of Law clauses with TIPS Members
5 If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law c
Iauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to re
ad as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect.
Agreed
8 Venue of dispute resolution with a TIPS Member
6 In the event of litigation or use of any dispute resolution model when resolving disputes with a TIPS member entity a
s a result of a transaction between the vendor and TIPS or the TIPS member entity, the Venue for any litigation or of
her agreed upon model shall be in the state and county where the customer resides unless otherwise agreed by the
parties at the time the dispute resolution model is decided by the parties.
Agreed
8 Automatic renewal of contracts or agreements with TIPS or a TIPS member entity
7 This clause DOES NOT prohibit multiyear contracts or agreements with TIPS member entities.
Because TIPS and TIPS members are governmental entities subject to laws that control appropriations of funds dur
ing their fiscal years for contracts and agreements to provide goods and services, does the Vendor agree to limit an
y automatic renewal clauses of a contract or agreement executed as a result of this TIPS solicitation award to not Io
nger than "month to month" and at the TIPS contracted rate.
Agreed
8 Indemnity Limitation with TIPS Members
8 Texas and other states restrict by law or state Constitution the ability of a governmental entity to indemnify others. TI
PS requires that any contract entered into between a vendor and TIPS or a TIPS Member as a result of an award u
nder this Solicitation limit the requirement that the Customer indemnify the Vendor by either eliminating any such ind
emnity requirement clauses in any agreements, contracts or other binding documents OR by prefacing all indemnity
clauses required of TIPS or the TIPS Member entity with the following: "To the extent permitted by the laws or the Co
nstitution of the state where the customer resides, ".
Agreement is a required condition to award of a contract resulting from this Solicitation.
Agreed
8 Arbitration Clauses
9 Except for certain circumstances, TIPS forbids a mandatory arbitration clause in any contract or agreement entered
into between the awarded vendor with TIPS or a TIPS member entity. Does the vendor agree to exclude any arbitrati
on requirement in any contracts or agreement entered into between TIPS or a TIPS member entity through an awar
ded contract with TIPS?
Agreed
9 Required Vendor Sales Reporting
U By responding to this Solicitation, you agree to report to TIPS all sales made under any awarded Agreement with TI
PS. Vendor is required to report all sales under the TIPS contract to TIPS. If the TIPS Member entity requesting a pri
ce from the awarded Vendor requests the TIPS contract, Vendor must include the TIPS Contract number on any co
mmunications with the TIPS Member entity. If awarded, you will be provided access to the Vendor Portal. To report s
ales, login to the TIPS Vendor Portal and click on the PO's and Payments tab. Pages 3-7 of the Vendor Portal User
Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accounting FAQ's for m
ore information about reporting sales and if you have further questions, contact the Accounting Team at accounting
(aMips-usa.com. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go thro
ugh the TIPS Agreement and submitting same to TIPS.
Page 24 of 24 pages Vendor:Adorama,Inc 200105 Addendum 2
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CERTIFICATION BY CORPORATE OFFERER
Ct)\IPLETE ONLY IF OFFERER IS A CORPORATION,
THE FOLLOWING CERTIFICATE SHOULD BE EXECUTED AND INCLUDED AS PART OF
PROPOSAL FORM/PROPOSAL FORM.
OFFERER: Adorama Inc.
(Name of Corporation)
Bob Weider certify that I am the Secretary of the Corporation
I, (Name of Corporate Secretary)
named as OFFERER herein above; that
Andrea Simmon
(Name of person who completed proposal document)
who signed the foregoing proposal on behalf of the corporation offerer is the authorized person that is
acting as
Bids - Team Lead
(Title/Position of person signing proposal/offer document within the corporation)
of the said Corporation; that said proposal/offer was duly signed for and in behalf of said corporation by
authority of its governing body, and is within the scope of its corporate powers.
CORPORATE SEAL if available
SIGNATURE
2-12-20
DATE
TIPS RFP# 200105 Addendum 2
Required Confidential Information Status Form
CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF
EDUCATION SERVICE CENTER REGION 8 AND TIPS (ESC8) IS GOVERNED BY TEXAS GOVERNMENT CODE,
CHAPTER 552
If you consider any portion of your proposal to be confidential information and not subject to public disclosure pursuant to
Chapter 552 Texas Gov't Code or other law(s),you must attach a copy of all claimed confidential materials within your
proposal and put this COMPLETED form as a cover sheet to said materials then scan,name "CONFIDENTIAL" and
upload with your proposal submission. (You must include all the confidential information in the submitted proposal. The
copy uploaded is to indicate which material in your proposal,if any,you deem confidential in the event the receives a Public
Information Request.) ESC8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality
and shall not be liable for any release of information required by law. Upon your claim and your defense to the Office of
Texas Attorney General is required to make the final determination whether the information submitted by you and held by
ESC8 and TIPS is confidential and exempt from public disclosure.
Adorama Inc.
Name of company
Andrea Simmon Bids-Team Lead
Printed Name and Title of authorized company officer declaring below the confidential status of material
42 West 18th Street New York NY 10011 212-741-0401
Address City State ZIP Phone
ALL VENDORS MUST COMPLETE THE ABOVE SECTION.
I DO CLAIM parts of my proposal to be confidential and DO NOT desire to expressly waive a claim of
confidentiality of all information contained within our response to the solicitation. The attached contains material from our
proposal that I classify and deem confidential under Texas Gov't Code Sec. 552 or other law(s) and I invoke my statutory
rights to confidential treatment of the enclosed materials.
ATTACHED ARE COPIES OF PAGES OF CLAIMED CONFIDENTIAL MATERIAL FROM OUR
PROPOSAL THAT WE DEEM TO BE NOT PUBLIC INFORMATION AND WILL DEFEND THAT CLAIM
TO THE TEXAS ATTORNEY GENERAL IF REQUESTED WHEN A PUBLIC INFORMATION REQUEST IS
MADE FOR OUR PROPOSAL.
Signature Date 2-12-20
OR -----------------------------------------------------------------------------------------------------------
I DO NOT CLAIM any of my proposal to be confidential, complete the section below.
Express Waiver: I desire to expressly waive any claim of confidentiality as to any and all information
contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.)by
completing the following and submitting this sheet with our response to Education Service Center Region 8 and
TIPS.
Signature � � �� Date 2-12-20
Confidentiality Claim Form rev 02272019
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
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.
Adorama 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.
None
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
CIQ 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 FV 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 V 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.
None
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
6-30-22
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