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Contract 58018
CSC No. 58018 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between WESCO Distribution,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—Omnia contract R192008 Cooperative Agreement Pricing Index; 3. Exhibit B— Omnia contract R192008 Cooperative Agreement; 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 pricing index in Exhibit A and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City requests and approves in writing the additional costs for such items, services,and/or expenses. 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 shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on March 31, 2023. City shall be able to renew this agreement for two (2) one-year option by written agreement of the parties. Vendor agrees that City shall, until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Cooperative Purchase To CITY: To VENDOR: City of Fort Worth WESCO Distribution, Inc. Attn: Valerie Washington, Assistant City ATTN: Legal Department Manager 225 W. Station Square Dr. 200 Texas Street Pittsburgh, PA 15219 Fort Worth, TX 76102-6314 Facsimile: NIA Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent,copyright,trade mark,service mark,trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement,negotiations, or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or(b)modify the Deliverable(s)to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or(c) replace the Deliverable(s)with equally suitable, compatible,and functionally equivalent non-infringing Deliverables) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Cooperative Purchase Page 2 of 31 Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("PersonaI Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents,harmless from and against any and all claims, suits, causes of action,liability,loss, costs and damages,including reasonable attorney fees,arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City,will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement,unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycottlsrael,and(2) will not boycott Israel during the term of the Agreement. Prohibition on Boycotting—Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of the contract. The term "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2)will not boycott energy companies during the term of this Agreement. Cooperative Purchase Page 3 of 31 Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-nature provides written verification to the City that Contractor: (1) does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm trade association; and(2)wilI not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Cooperative Purchase Page 4 of 31 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: Vd,wkk,— By signing I acknowledge that I am the person By: Valerie Wash in gton(Aug 23,2022 10:44 CDT) responsible f'or the monitoring and administration Name: Valerie Washington of this contract, including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: Aug 23, 2022 J APPROVAL RECOMMENDED: By: Alex Vargh�g 16,202 CDT) Name: Alex Varghese Title:Sr.IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunnco*q�4b�an�Il a OR Title: IT Solutions Directorp��0 ...... 0� % o ATTEST: °a°° `=0 y: o o°° *�� a °°°°° a Name: Taylor Paris aa�nnEXAsoOp Title: Assistant City Attorney By: etteS.Goodall(Aug 23,202215' CDT) CONTRACT AUTHORIZATION• Name: Jannette Goodall M&C: N/A Title: City Secretary VENDOR: WESCO Distrib ,I By: Na e: M I c io L�— GA A l<►/V Title: 1'2►c Date: � 3 Z`�.-- OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Cooperative Purchase Page 5 of 31 Exhibit A WESCO Omnia 192008 Pricing Index Cooperative Purchase Page 6 of 31 a � aa„ a"gsa'r, na" � a" is a"aazsa'a"oa'oa a"off ao" a" aag a�aaso" �� 1aa tlow tlmm X�G�L C�aC aC c r a G G 6G S' a t V G C � 9 18aa .211 11 ' a3 . gB'SWLLWWS !WWW Ww WWiOU a W W Tm Ql W ?R���.amtlm.�g nA8 tlmgtl r.e .nw Ntl.ng�n Rtltl ,�,tlagsm aia�„ ��� bs� o n n'"¢ 'C '[R 6�'�•�•C'C�_•C C'Cm'C t n pm e $T rC Fa s'S ae�n5¢- d W r igge Hm mN NNnNCC 97 VI rlM ��g Nm.�[0 N N NNE mN Nm N Gmp�uw� p'CrC Ca��`rvGCCC rCCCC ruG� u -nu `ipRaa u�u3£f��c',o��=anan 'vavaaL u?'a mac��'i g m m m Q Q Q W W W M w u m 5 c"n m W W W us!m m m m tl W m m m m m W W m w w w iy W W m W W W tit CO CD Q F n le w � ��x &,y, rJz z�r ad oga3= �"jS ,F,�ssxxx zzm�o m grs� z��m� �j °$ oggg3Ej ��S5a 'SOsao'g�ogoq z�z �sto ggSSa-a-a- �Oaoo W ar z m a > z zi20tla{* i w ¢ o z zrx xz2z rZ �S�a .� 00000 6aF_c��� �5= $30o�55od��Sdo Cizx¢GGGGG zzN 7���� "i oaoo N M'"�W,��. ����������g a�� a�� ao� Fz oo adz° g �€i� �' uzs�7a F�sS wex.aero aozpzsspzptn w�ngw r uz�63u�33us83�w= �z FKFFa zr 6a n a u vy� AyW _ u .V W u� w m 5 a a 0 Aso o nss gw L a O x Li >>zxzz z v W'oz 0000a c z s �-4 L���f� �F���� Cooperative Purchase Page 7 of 31 rrrrrrr rrrrr r rrrrrrrr�- rrrrrrr rrrrr rrr aaaaa is,ersaaaa�a a a�z�aaaaasar�2�aaa aazaam W W W W W WW W W W �$ �__ �,,,� aF ,•„ s� �w ww.awwwwwww W W W W W W W WW SiiWWWWxW WSW WWWT.W W W e wwwr.awwww.ewwwwwaeww wwww www JJJ-' �w'e��m'e� •�� ���i� ����� 00 �e'a�m 'fi r$ e���w'e� w'�f ww'�exrs w'm'�z w'w'm' 9 all LL � �lao� �xtl S� Sxz� otat n in 14 z 14 s y�9 091 C1 MEN s5 t tCG kc55� 5�5$ � � fq�f� 5353S� d� zH asxzzirghx+ae '�CCCw�tea�tW�x r� •��� ��� ����rtF���K��� pw.aaaroywwzxzza IW 6 s o ti ti 1 Cooperative Purchase Pale 8 of 31 ill N f n» 3. o-.as...o.o.na'ua a z°d0 p aaa a31 AAm2RSaaa is as - --------lim -----IIIIII ----- N it's W- -- r W W W W W W W W W W W W W W w S W µ� W W S 4 m W W W W aaaa aoaaawawwwwaa ¢a0 aaa = � g wwww W WW-I d w Ow .�.�.��wg$.�,�,��,�,�,�,�,���r ��rr3.4�arwwar rr - rwr= � • z— sew as , , ,s bx 33 mwm1om19c�����y$��}j$ nmm� m • w r m :MINIM _j$y�{{; yEs?,�� _ _gig ����ilk m mmm� SUN � Wa iWS � 0 co IM 198 8 "21xJx �rn3 � oC RnR� z a & °" «ate t 00000 wmj V AR S S8i = W O � g8w� W� � ���� �SEgggg�gg������ � :�xx�:yx=� � Jg assess 10N.M.Mmol"ll s as �wimwI w W.txwtxbitx133 3 �EMBER ss�s� s Cooperative Purchase Page 9 of 31 aasaaaaaa a a aES252S �aa75 99 M A A 4 tg R R V g sj :IM. 1I.*9RR.o n���va9��m�7 Js�s�p9F3nM:g�SQrSS 5���&3CS -_ — •W W W W W W W W W W W W W W W W W W W W W m'W W W W W W W W W W m W W W W W W W W �wwwwwawa aaaw wwwawwww $ w ga ww wwwwwwww waaaawa 3 a 3 Ox 11,1111, 19W�tll m g ��8 11��� IF i'Ja�g�gz ao zG ss' Y1 w '� 3 ztm�" rua `gym 21 12 MIRM B8 rr m xM MHN21- .'�2�� =w�aww x t wtiw S s SSmv ��Q u ktta,,. 3m $ wwwwaee.c w...3m amaw �o tltltl� Uaaa0 �2azF �i ���S��� a 3� n A is gA�8�g�g� � x x x x x s x x x x x x IR �XLYbR Ik�'� ct f5g�i �gSgS 3��Jo H56833t35c55c�ood888B 'o�'3000ay" wWW�WW�W�W Cooperative Purchase Page 10 of 31 19 ztsa esa aaaaaa as M NO W s •W W W W W W W W W W W W W W W g g g g p g W W W W W W W W W W fil W W W W as a �a as as brlaa� Sn387R2Rw.s �s.awab�aww �r�e aayl arm -a* Will RR u n � m EnFE qq q Y i5ua"ir� "�zmP'd� X $ u }y;{7 s� mm`- && n �z .7 '�Js�s 3 � Eum9�83 � 1191.� i � �9z� °59c � o3 gSS MEN WOOD $ �� tt a� g��sssss QEo UPPI SNOB�mo z a 3 t� � nnnSz avvux�mvse�p[[�� 3333�3 � fq Cooperative Purchase Page 11 of 31 y4 0. 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NETWORK DEVICES ETC PEERLESS TECHNOLOGIES ADVANCED RFTECHNOLOGIES ETHERWAN SYSTEMS PENN-UNION AFL TELECOMMUNICATIONS EVEREADY PERLESYSTEMS AG NEOVO TECHNOLOGY EXACQTECHNOLOGIES PHOENIX CONTACT AIPHONE FEDERALS(GNAL PINNACLE-LEGRAND AIRMASTER FIBERTRON PLYMOUTH AIW FIRELTTE HONEYWELLFIRE POWER CABLE ALGO COMMUNICATION PRODUCTS FLUIDMESH NETWORKS POWER PARTNERS ALLEGION PRODUCT FAMILY FLUKE POWER SONIC ALLIED-PO WERSTRUT G&W POW ERSONIC ALPHA WIRE GAl-TRONICS PREFORMED LINE PRODUCTS ALTRONIX GARDNERBENDER PROLASS AL.UMAFORM GARREITCOM PROTECTIVE 1NDUSTEUAL PRODUCTS AMERICAN AIR FILTER GE DISTRIBUTION PROTO AMERICAN FASTENER GE LIGHTING Q-MARK(MARLEY) AMERICAN FIBERTEK GETRANSFORMERS QUAM NICHOLS AMERICAN FITTINGS GENERAL QUAZITE AMERICAN LIGHTING GEORGE RISK QUIKTRON-LEGRAND AMERICAN POLYWATER GN NETCOM R F INDUSTRIES ANAMET GOULD SHAWMUT RAS LIGHTING ANSELL EDMONT INDUSTRIAL GREAT LAKES&CABINETS RACO ANTAIRA TECHNOLOGIES GREENLEE RARITAN APC HAMMOND POWER SOLUTIONS RAYOVAC APPLETON HANWHA RAZBERI TECHNOLOGIES ARECONT VISION HASTINGS RED DOT ARLINGTON INDUSTRIES HELLERMANN TYTON RIDGIDTOOL ARMSTRONG NEVI-DUTY/SOLA RTTTAL ASO LIGHTING HILTI ROBROY INDUSTRIES A55AABLOY PRODUCT FAMILY HIRSCHMANN SATCO ATLAS LIGHTING HITACHI SCEPTOR ATLASSOUND ROFFMAN SECURITRON MAGNALOCK ATLONA TECHNOLOGIES HOLOPHANE SECURITY DOOR CONTROLS BEKAERT HONEYWELL SENECA DATA DISTRIBUTORS BELDEN HUBBELL SENSORMATIC ELECTRONICS BERKTEK HUBBELL UGHTING SENSTAR BIERER HUBBELL WIRING SHARP NEC DISPLAY BLACK&DECKER HUGHES BROS SHAT-R-SHIELD B-UNE IDEAL SHURE BOGEN ILSCO SIEMENS BOSCH IMC SfEMON BRADY INDUSTRIAL LIGHTING PRODUCTS SILENTKNFGHT BRIDGEPORT INFfNITE E LECTRONICS SOLAHD BRYANT INOVONICS WIRELESS SOLID GEAR BUCHANAN INTEGRAL TECHNOLOGIES SOUTH WIRE BUCKINGHAM INTERMATIC SPECIFIED TECHNOLOGIES [s I 1 Cooperative Purchase Page 17 of 31 SURNDY ITE STAHUN BUSSMANN ITW STEEL ELECTRIC PRODUCTS C2G-IEGRAND J D S U STERNBERG CABLOFIL KABA MAS STRESSCRETE CADDY KBC NETWORKS SUMITOMO ELECTRIC LIGHTWAVE CALBRTTE CAL-BOND KERI SYSTEMS SUPERIOR/ESSEX CAINTEX KEYSTONE UGHTING SYSTEM SENSOR CARLON KIDDE T&B CAROL CABLE KLEIN T&B AMERICAN ELECTRIC CHATSWORTH PRODUCTS INC.(CPI) KORNS T&B BLACKBURN CHIEF-LEGRAND LEDVANCE(SYLVANIA) T&B BOWERS CIRCATEL LENOX T&B CATAMOUNT CIRCLE A-W LEVITON T&B HAZLUX LIGHTING CLEARSITE COMMUNICATIONS LIEBERT T&B PERFECT-LINE CODE BLUE CORP LIFESAFETY POWER T&B STEEL CRY COMBA TELECOM LTTHONLA T&B SUPERSTRUT COMMAND ACCESS TECHNOLOGIES LITTELFUSE T&B UNION COMMSCOPE LOUISVILLE LADDERS TALK-A-PHONE COMNETCOMMUNICATIONS NETWORKS LOUROE ELECTRONICS TE ENERGY COMPULINK LOUVERS LED TaGUARD CONDUX LOWELL TIMES MICROWAVE SYSTEMS COOPER B--UNE LUTRON TOA ELECTRONICS COOPER LIGHTING LUX DYNAMICS TOPAZ CORNING LYNN ELECTRONICS TORK CAC MACLEAN POWER SYSTEMS TORUS CREE MAGNASPHERE TPI CROUSE HINDS MARKS USA TRANSITION NETWORKS CUTLER HAMMER MAXCELL TREND NETWORKS CYBERPOWER SYSTEMS MC GILL TRIPP-LJTE DA LITESCREEN MERSEN TRULY GREEN SOLUTIONS DELOS METALLICS TYCO/AMP DIAUGHT MICRO SWITCH UNISTRUT DIGITAL ACOUSTICS MIDDLE ATLANTIC USA SEALING DIGITAL WATCHDOG MIDWEST USA VISION SYSTEMS DTTEK MILBANK VADDIO-LEGRAND D-IJNK MILESTONE VALEOM DORMAKABA PRODUCT FAMILY MILWAUKEE VENTUREUGHTING DOTTIE MINERALLAC VERACITY USA DOTWORKS MOHAWK CDT VERTIV DUAL-LITE MTW-TEW•sis VIDEO MOUNT PRODUCTS DURACELLUSA MULBERRY METAL PRODUCTS VIKING ELECTRONICS DURAUNE MYERS VIVOTEK DURHAM MYTAG WACKER NEUSON EATON ELECTRICAL PRODUCTS NETALLY WALKER EATON POWERWARE NETWORK VIDEO TECHNOLOGIES WALLMAX EDWARDS NORTH COAST CONDUIT WATT STOPPER-LEGRAND EGS NSI INDUSTRIES WERNER El KO OBERON WESpNCO ELASTIMOLD OCALINC WEST PENN WIRE ELECTRIFLEX OXONRE WHEELOCK ELEC7RI-GLASS OMNITAON SYSTEMS TECHNOLOGY WILSON ELECTRONICS ELECTROMATE OPTEX WIREMOLD 1 Cooperative Purchase Page 18 of 31 E[ECTROMOOE OPTICAL CABLE CORP.(OCC) WOOUHEAO Cooperative Purchase Page 19 of 31 Exhibit B WESCO Omnia R192008 htt s://www.omnia artners.com/ ubliesector/su liers/wesco-distribution-ine/contract- documentation#c35597 Maintenance, Repair & Operations ( ) SUPPlieS & Equipment Contract Number: R192008 April 1, 2020 through March 31, 2023 Option to renew for two (2) additional one-year periods through March 31, 2025 Cooperative Purchase Page 20 of 31 Region 4 Education Service Center (ESC) Contract # R192008 for Maintenance, Repair and Operations (MRO) Supplies and Equipment with WESCO Distributors Effective: April 1, 2020 Cooperative Purchase Page 21 of 31 The following documents comprise the executed contract between the Region 4 Education Service Center and WESCO Distributors effective April 1, 2020: I. Appendix A; Vendor Contract 11. Offer&Contract Signature Form III. Supplier's Response to the RFP, incorporated by reference Cooperative Purchase Page 22 of 31 APPENDIX A CONTRACT This Contract("Contract)m made as of February 25,2o20 by and between IN]=SCO is&rtbutors (Toni Woo and Region 4 Education Senacs Center ('Rsgian 4 ESC)for tfm purchase R MaintmanG air and Op=tiws Q)892plies& ("the Products and semkosl Equipment WHEREAS,Region 4 ESC issued Request for Proposals Number R 19.20 for (`RFP'), to which Contractor provided a response(Troposal�);and WHEREAS. Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in providing the servicestmaterials described In the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston,TX 77092, WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC,said exceptions or deviations are incorporated into the Contract WHEREAS, this Contract 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 below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities,non-profit entities,and agencies for the public benefit("Public Agencies") may purchase products and services at prices indicated in the Contract upon the Public Agency's registration with ©MNiA partners. 1) Term of au ffl gent. The term of the Contract is for a period of three(3)years unless terminated,canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two(2)additional one-year periods or portions thereof, Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC's intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days'(365)notice to Region 4 ESC, Notwithstanding the expiration of the initial term or any subsequent terra or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the terra of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) sfg; Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement,and described in the RFP, incorporated herein by reference as though fully set forth herein. Page 17 Cooperative Purchase I Pa-e 23 of31 3) Form of Contract.The form of Contract shall be the RFP,the Offeror's proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC,the following order of precedence shall prevail; i. This Contract H. Offeror's Best and Final Offer i[I. Offeror's proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC, 6) Entire Agreement (Parol evidence. The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable, 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made(i.e.bankruptcy,change of ownership, merger,etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract,a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10)Add'ibut Authorized DiIs fbutors/Dea[ers. Contractor is prohibited from authorizing additional other than those identified at the time of submitting their proposal,to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor's pricing. 11)TERMINATION OF CONTRACT a) Cancellation for Non-Performance or Contractor Deficient .Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation,term or condition of the contract_ Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: 1. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; M. Failing to adequately perform the services set forth in the scope of work and specifications; Page 18 Cooperative Purchase Page 24 of31 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract;or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice,Contractor shall have ten(10)days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination far Cause. If,for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice,to the Contractor,specifying the effective date of termination.in such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC,If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Delive /Service Failures. Failure to deliver goods or services within the time specified,or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated, In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period,for all expenses incurred. d) 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 parly 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,and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein,shall mean acts of God,strikes, lockouts,or other industrial disturbances,act of public enemy,orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the'discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. Page 19 Cooperative Purchase Pave 25 of 31 12)Licenses.Contractor shall maintain in current status all federal,state and local licenses,bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract.Region 4 ESC reserves the right to stop work andlor cancel the Contract if Contractor's license(s) expire, lapse, are suspended or terminated. 13)Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14)Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable.All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 16)Inspection &Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16)Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof,and upon receipt of a properly completed invoice. 17)Price Ad'ustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price. Region 4 ESC must be notified immediately.Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval.All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty(30)days after approval and written notification from Region 4 ESC. It is the Contractor's responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor's proposal. Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1)reduction is available to all users equally;2) reduction is for a specific period, normally not less than thirty(30)days; and 3)original price is not exceeded after the time-limit;4)change in market conditions. 18)Aud(^ k Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting 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. Region 4 ESC shall have the authority to conduct random audits of Contractor's pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor's pricing at Contractor's Page 20 Cooperative Purchase Page 26 of 31 sole cost and expense.Region 4 ESC may conduct the audit internally or may engage a third- party auditing firm. In the event of an audit,the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19)Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20)New ProductslServices. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products.Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements.Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in,or a potential requirement for,the new product or service.Region 4 ESC may reject any additions without cause. 21)Ojotions. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options, 2)the option is an enhancement to the unit that improves performance or reliability. 22)Warran Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23)5ite Cleanup.Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work,the premises shall be left in good repair and an orderly, neat, clean,safe and unobstructed condition. 24)Site Pre oration.Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC 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. 25)Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC's discretion. Contractor 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. 26)Safety measures. Contractor 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. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law Page 21 Cooperative Purchase Page 27 of 31 and standard practices to protect workers, general public and existing structures from injury or damage. 27)Smoking Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28)Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date.An inventory of the stored materials must be provided to Region 4 ESC prior to payment.Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request.Additionally,if stored offsite,the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials,on or offsite, as necessary. until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment.Contractor warrants and guarantees that title for all work,materials and equipment shall pass to Region 4 ESC upon final acceptance. 29)Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract, 30)Indemnity.Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract, Any litigation involving either Region 4 ESC,its administrators and employees and agents will be in Harris County,Texas. 31)Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity,inclusive of press releases,regarding this Contract by Contractor must have prior approval from Region 4 ESC, 32)Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33)Leciai Obligations. It is Contractor's responsibility to be aware of and comply with all local, state,and federal laws governing the sale of productslservices and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. Page 22 Cooperative Purchase Pale 28 of 31 OFFER AIvD CONTRACT SIGNATURE FORM The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name 7 �� �" ALDV1 (x�C" __ Address t=!._ 11 — City/Stale/Zip Telephone No, 5 Email Address Printed Name Title Authorized signature Accepted by Region 4 ESC; ContractNo._ �GtZ00}� Initial Contract Term r' to 3 Zc�Z3 Regia 4 A thorize oa M m er Date rint me Re/gion,14 ESC Auth�orri-ze BBoard Member Date Print Name Page 23 i I i i i Cooperative purchase Page 29 of 31 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questronnalre reflects changes made to the law by H.H.23,84th Leg-, Regular Session. OFFICEUSEONLY This questionnaire is being riled in accordance with Chapter 176,Local Government Code,by a vendor who has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and Via Dale Received vendor meets requirements under Section 176.006(a). By law this questionnaire must be riled with the records administrator of the local governmental entity not later than die 7th txasiness day after the date the vendor becomes aware of facts that require the statement to be Fled. See Section 176.006(a-f),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 7176.006,Local Government Code.An offense under this section is a misdemeanor. t Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you fife an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4 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 Forth CIO as necessary. A. is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income,from the vendor? El Yes D 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? 71 Yes F-1 No FDe ch ern top yment or business relationship that the vendor named in Section 1 maintains with a corporation or ess entity with respect to which the locaf government officer serves as an officer or director,or holds an interest of one percent or more. ckthis box ifthevendor has given the local government officeror afamily memberof the of€icer one or more gifts escribed in Section 176.003(a)(2)(e), excluding gifts described in Section 176.003(a-1), ture of vendor doing business with the governmental entity Dots Form provided by Texas Ethics Commission www,ethics.siate.tx.us Revised 1113012015 ( Cooperative Purchase Page 30 of 31 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at hftp://www.statutes.legis.state,tx.us/ Docs/LGIhtm/LG,176.h1m,For easy reference,below are some of the sections cited on this form. Local Government COd9„a 176 001(1,`a):"Business relationship"means aconnection 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 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 Govemment Code s.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 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 (1) a contract between the local governmental entity and vendor has been executed; or (4) 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 acontract with the vendor. Local Government Cade 176.006 a and a-1 (a) Avendor 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,ora 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 govern menial 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.stwe.tx.us Revised 1113012015 Cooperative Purchase Page 31 of31