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HomeMy WebLinkAboutContract 58534 CSC No. 58534 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between 4Imprint, 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 Choice Partners 21/048SG-01; 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 One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below('Effective Date")and ending on July 20,2023 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 two(2)one-year renewal period(July 21 to July 20),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: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX To CITY: City of Fort Worth 41niprint, Inc Attn: Fernando Costa, Assistant City Manager Kristin Each, Government Tcam/Bld Representative 200 Texas Street Fort Worth,'I"X76102-6314 Address: Facsimile: (8 17)33922-8654 10 1 conimerce St With copy to Fort Worth City Attorney's Office at Oshkosh, W1 54901 same address I Facsimile: (800) 355-5041 The andersigned represents and warrants that, he or she has the power and authority to execute this .Aurcement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowled- that I am the,--e e p Bv: responsible for the nionitoringand administration of Narne: Fcmaj'ido'Costa this contract, including,ensuring all perfbi-mancenand Title: Assistant City Manager reporting requirements, Date: Dec 5,2022 APPROVAL RECOMMENDED: Bv: Sasha Kane(N6v29,202212:39 CST) Name: Sasha Kane Title: Sr. Contract Compliance Specialist By Robefthildredg—e(Wav29,2022 12:46 CST) APPROVED ASTO, FORM AND LEGALITY: 11...........I............. ........................ Name: Robert Alldred-c.1r. Title: Exectinve Assistant Chief ATTEST: By: Name: Jessika Williarns 'Title: Assistant City Attorney THOIZATION Bv: .J..a.n I n..e I te.t...S....G.o-o.d..a I.I.D..e.c.5.-2.02...2 1.3.0.5 CST)... *% CONTRACT AU R : ............... earn J ah n e t t c C;oo dal I M&C: X/A Title: City Secretary VEN DOR: 41niprint, Inc) B v 41 All/ Naft, K i tin QL Is OFFICIAL RECORD Title� Icovcrrimcjit Tcan-VBid.Representative CITY SECRETARY Date: FT.WORTH,TX Exhibit A Pricing Schedule This agreement is for promotional and commemorative items.Vendor shall provide the minimum discount offered on page 7, paragraph 24 [Bid Attribute] of Choice Partners agreement 21/048SG (copied below). 2 Catalog Discount 4 Indicate any list price adjustment (percentage off)you intend on providing during the contract period,the type of pricing and on what it is based (CPI, MSRP, Price List,Website Pricing,Catalog). (Example: 10-20%off Catalog MSRP) Then upload the corresponding catalog in the Response Attachments Section of this RFP. 10%off of current pricing found at www.4imprint.com 1 see attached proposal for offer details Link to online catalog: www.4imprint.com CPCHOICE'- EXHIBIT B PARTNERS The Right Resources. Right Now. September 10,2021 Shay Freund, Sr. Bid Representative 4imprint, Inc. 101 Commerce Street Oshkosh, WI 54901 Subject: Contract Award Dear Mr. Freund: Congratulations! Harris County Department of Education(HCDE)has awarded 4imprint,Inc. a contract for the following commodity/service,based on the proposal submitted to HCDE Choice Partners on May 18, 2021: Promotional and Commemorative Items Contract No. 21/048SG-01 The contract is effective July 21, 2021 and will expire on July 20, 2022. The contract may be renewed annually for up to three(3) additional years, if mutually agreed to by Choice Partners and 4imprint,Inc. Your contract manager, Steve Gibson,will contact you in the next few weeks and set up an appointment to discuss the contract details and new vendor orientation. The partnership between 4imprint,Inc. and Choice Partners should be mutually beneficial for us, as well as our participating agencies. A press release announcing the awards made this month is posted both at www.choicepartners.org and at www.hcde-texas.org. Your contract manager will send you the Choice Partners seal to add to your website and marketing materials, and will request additional information so we can accurately describe your company on our website. If you have any questions or concerns in the meantime,please feel free to call us at the office at 713-696- 2122. Sincerely, Jeff Drury, Director Choice Partners A division of Harris County Department of Education Enclosure: Signed Contract Page '4V Division of Harris County Department of Education 6005 Westview Dr., Houston,TX 77055 713.696.2122 877.696.2122 www.ChoicePartners.org EXECUTION OF OFFER The undersigned Proposer has carefully examined all instructions,requirements, specifications, terms and conditions of this RFP and the Agreement and certifies: 1. It is a reputable company regularly engaged in providing goods and/or services necessary to meet the requirements,specifications,terms and conditions of the RFP and the Agreement. 2. It has the necessary experience, knowledge, abilities, skills, and resources to satisfactorily perform the requirements, specifications, terms and conditions of the RFP and the Agreement. Further, if awarded, the Proposer agrees to perform the requirements, specifications, terms and conditions of the RFP and the Agreement. 3. All statements, information, and representations prepared and submitted in response to this RFP are current, complete, true, and accurate. Proposer acknowledges that HCDE will rely on such statements, information,and representations in selecting the successful Proposer(s). 4. It is not currently barred or suspended from doing business with the Federal government, any of the members represented,or any of their respective agencies. 5. It shall be bound by all statements,representations,warranties,and guarantees made in its proposal. 6. Submission of a proposal indicates the Proposer's acceptance of the evaluation technique and the Proposer's recognition that some subjective judgments may be made by HCDE and its membership as part of the evaluation. 7. That all of the requirements of this RFP and the Agreement have been read and understood. In addition, compliance with all requirements, terms and conditions will be assumed by HCDE if not otherwise noted in the proposal. 8. The individual signing below has authority to enter into this on behalf of Proposer. 9. Proposer acknowledges that the Agreement may be canceled if any conflict of interest or appearance of a conflict of interest is discovered by HCDE. 10. This Agreement is subject to purchase orders duly authorized and executed by HCDE. CORPORATENAME: 4imprint, Inc. AUTHORIZED SIGNATURE: PRINT NAME: Shay reund TITLE: Sr. Bid Representative DATE: 04/26/2021 ADDRESS: 101 Commerce St. CITY,STATE,ZIP CODE: Oshkosh, WI 54901 PHONE: 877-446-7746 FAX: 866-963-9311 EMAIL ADDRESS: bids@4imprint.com or sfreund@4imprint.com WEBSITE URL www.4imprint.com This Section to be Completed by HCDE 7/21/21 Contract Number: 21/048SG-01 Term of contract: � to 7/20/22 Vendor shall honor all CP Administrative Fees for any sales resulting from this Contract whether Vendor is awarded a renewal or not. Approved by Harris County Department of Education: ;7G f#d,4weziiw 7/21/21 Jesus Amezcua(Aug 19,202116:34 CDT) Jesus J. Amezcua,PhD., CPA,RTSBA Board Approval Date Assistant Superintendent for Business Services Page 3 of 34 Updated 1.2021 "P#21/048SG 5.0 CONTRACT TERMS AND CONDITIONS These Contract Terms and Conditions are part of the final contract in each product and/or service contract awarded as a result of this RFP and are part of the terms and conditions of each Purchase Order or proposal forms issued in connection with this RFP. Vendors are responsible for identifying any exceptions to these terms and conditions.ANY EXCEPTIONS MUST BE NOTED DIRECTLY BELOW EACH OF THE RESPECTIVE TERMS AND CONDITIONS, REDLINED IN "RED" AND UPLOADED INTO THE RESPONSE ATTACHEMENTS SECTION OF THE EBID SUBMISSION. Proposals that are qualified with conditional clauses,items not called for,or other irregularities may be considered non-responsive by HCDE/CP and eliminated from further consideration. CONTRACT BETWEEN HARRIS COUNTY DEPARTMENT OF EDUCATION AND 4imprint,Inc.("VENDOR") FOR FOR PROMOTIONAL AND COMMEMORATIVE ITEMS This Contract is entered into between HCDE/CP and Vendor, having submitted a proposal in response to this RFP issued by HCDE/CP and whose proposal has been accepted and awarded by HCDE. In consideration of the mutual covenants and conditions contained in this Contract and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,HCDE/CP and Vendor,intending to be legally bound,and subject to the terms,conditions,and provisions of this Contract,agree as follows: 5.1. Definitions The terms used in this Contract shall have the meanings assigned to them in Section 1.0 Notice of Intent of the RFP. 5.2. Use of Contract by CP members Vendor agrees and understands that this RFP and Contract may be used to accomplish work for HCDE/CP, a local governmental entity. Vendor further agrees and understands that this RFP and Contract may also be utilized by CP members pursuant to the piggyback method,as contemplated in the U.S.Department of Agriculture Memorandum SP 35-2012, Procuring Services of Purchasing Cooperatives, Group Purchasing Organizations, Group Buying Organizations, etc. ("SP 35-2012). Vendor agrees and understands that CP members include"school food authorities," as that term is used in SP 35-2012. 5.3. Contract Terms;Amendment The terms and conditions of this Contract shall govern all procurements conducted hereunder. No pre-published terms on Vendor's Purchase Order,acknowledgments,invoices,or other forms shall have any force or effect unless expressly agreed to by the CP member and Vendor. No amendment of this Contract shall be permitted unless and until first approved in writing by HCDE/CP and, if necessary,the CP member(s),and no such amendment shall have any effect unless and until a written amendment to this Contract is executed by the HCDE Superintendent or his designee after any necessary approvals have been obtained from the HCDE Board of Trustees. In the event that a Vendor has an existing HCDE/CP contract in the same contract title,upon award the new contract will immediately supersede the older contract. 5.4. Term of Contract;Renewal of Contract The initial term of this Contract is for a period of one(1)year,with HCDE/CP having the option to renew the Contract for three(3)additional one-year terms,at HCDE's sole discretion,unless otherwise specified in Section 6.0 Scope of Proposal. Consequently,the total term of the Contract may be for a period of four(4)years. The phrase"Term"in this Contract shall mean the then-current Term of the Contract,whether an initial term or a renewal term. 5.5. Termination of Contract; Survival This Contract shall remain in effect until(1)the Contract expires by its terms or(2)the Contract is terminated by mutual consent of HCDE/CP and Vendor. All Supplemental Contracts,purchase orders, and/or orders for goods or services issued by HCDE and/or CP members and accepted by Vendor shall survive the expiration or termination of this Contract. During the term of any Supplemental Contract entered into between Vendor and a CP member,all terms of this Contract shall continue to apply to the Supplemental Contract. General eBid RFP(revised February 2021) Page 13 of 33 RFP#21/048SG In the event of a breach or default of the Contract and/or the RFP by Vendor,HCDE/CP reserves the right to enforce the performance of the Contract in any manner prescribed by law or deemed to be in the best interest of HCDE/CP and/or CP members. HCDE/CP further reserves the right to terminate the Contract immediately in the event Vendor fails to: (1)meet schedules,deadlines,and/or delivery dates within the time specified in the RFP,this Contract,and/or a Purchase Order; (2)make any payments owed; or(3)otherwise perform in accordance with this Contract and/or the RFP. HCDE/CP also reserves the right to terminate the Contract immediately, with written notice to Vendor, if HCDE/CP believes,in its sole discretion that it is in the best interest of HCDE/CP and/or CP members to do so. In the event that a material change to the terms of the Contract occurs,then the Contract shall be allowed to expire and shall not be renewed upon the conclusion of the Contract's term. The phrase"material change"in this paragraph shall mean a modification that substantially exceeds the terms of the original contract between HCDE/CP and Vendor. Upon the expiration of the Contract's term, HCDE/CP may issue a new RFP for the goods or services procured under the previous contract. Vendor agrees that HCDE/CP shall not be liable for damages in the event that HCDE/CP declares Vendor to be in default or breach of this Contract and/or the RFP.Vendor further agrees that upon termination of the Contract for any reason,Vendor shall,in good faith and with reasonable cooperation, aid in the transition to any new arrangement and/or Vendor. 5.6. Prevailing Wage Rates Vendor and all subcontractors of Vendor shall comply with all laws regarding prevailing wage rates,including,but not limited to,TEX.GOV'T.CODE Chapter 2258,applicable to the construction of a public work,and any related federal requirements, including the DAVIS-BACON ACT. In the event TEX. GOV'T. CODE Chapter 2258 applies to a product or service provided by Vendor to HCDE/CP or a CP member,Vendor and any subcontractor(s) shall comply with the prevailing wage rates set by HCDE/CP or the CP member. 5.7. Change Orders Pursuant to TEX. EDUC. CODE § 44.0411(a), for HCDE/CP and CP members that are Texas school districts, if a change in plans or specifications is necessary after the performance of a Purchase Order has begun or if it is necessary to decrease or increase the quantity of work to be performed or of materials,equipment,or supplies to be furnished,the CP member may approve change orders making the changes. The total Purchase Order price may not be increased because of the changes unless additional money for increased costs is approved for that purpose from available money or is provided for by the authorization of the issuance of time warrants. The CP member may grant general authority to an administrative official to approve the change orders. A Purchase Order with an original contract price of$1 million or more may not be increased under TEX.EDUC. CODE § 44.0411(a)by more than 25 percent. If a change order for a Purchase Order with an original contract price of less than$1 million increases the contract amount to$1 million or more,the total of the subsequent change orders may not increase the revised contract amount by more than 25 percent of the original contract price. 5.8. Compliance with Laws Vendor shall comply with all applicable federal,state,and local laws,statutes,ordinances,standards,orders,rules,and regulations, including, as applicable, workers' compensation laws; minimum and maximum salary and wage statutes and regulations;prompt payment and licensing laws and regulations;anti-discrimination statutes and regulations(Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973;the Age Discrimination Act of 1975; Title 7 C.F.R.Parts 15, 15a,and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement—Nutrition Programs and Activities);the Davis-Bacon Act(40 U.S.C.§276a/29 CFR Part 5);the Copeland"Anti-Kickback"Act(18 U.S.C. §874/29 CFR Part 5);the Equal Opportunity Employment requirements(Executive Orders 11246 and 11375/41 CFR Chapter 60);the McNamara-O'Hara Service Contract Act (41 U.S.C.351); Section 306 of the Clean Air Act(42 U.S.C. § 1857h);Section 508 of the Clean Water Act(33 U.S.C. § 1368); Executive Order 11738,Environmental Protection Agency regulations (40 CFR Part 15); the Contract Work Hours and Safety Act(40 U.S.C.§3701-3708;29 C.F.R.Part 5;the Solid Waste Disposal Act(Section 6002 as amended by the Resource Conservation and Recovery Act for procuring solid waste management services in a manner that maximizes energy and resource recovery when contract amount is in excess of$10,000); the Education Department General Administrative Regulations("EDGAR")/Uniform Guidance(2 C.F.R.Part 200);mandatory standards and policies contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871); and all applicable requirements and regulations, including those related to reporting,patent rights, copyrights, data rights, and those mandated by federal agencies making awards of federal funds to HCDE/CP General eBid RFP(revised February 2021) Page 14 of 33 RFP#21/048SG and/or CP members, including, without limitation, the U.S. Department of Agriculture and/or Texas Department of Agriculture.Vendor understands that Vendor is ineligible to receive a contract award with HCDE/CP if Vendor or its principal(s) is listed on the government wide exclusions in the System for Award Management (Debarment and Suspension Orders Executive Orders 12549 and 12689)or is 30 days or more delinquent in paying child support(Tex. Fam.Code§231.006).For the entire duration of this Contract,Vendor and all subcontractors shall maintain all required licenses, certifications,permits, and any other documentation necessary to perform this Contract. All permits will be acquired by Vendor and invoiced to the CP member at cost as part of the Purchase Order,unless the permits are provided by the CP member. For the entire duration of this Contract,Vendor and all subcontractors shall also comply with all requirements pertaining to local,state,or federal health and safety certifications,licensing,or regulations. Vendor must comply with all state and local building code requirements unless otherwise specifically provided in the CP member's Purchase Order, and Vendor must pay all fees and charges for connections to outside services and for use of property outside the project site. The states of individual CP members may have regulations and laws that govern payment retention and progress payments for public projects. Vendor is responsible for being acquainted with and complying with each state's requirements. When required or requested by HCDE/CP or a CP member, Vendor shall furnish HCDE/CP and/or the CP member with satisfactory proof of Vendor's compliance with this provision. 5.9. Confidentiality Vendor and HCDE/CP agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws,rules, and regulations. Vendor and HCDE/CP understand that the Family Educational Rights and Privacy Act(FERPA),20 U.S.C. § 1232g,governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable. Vendor also acknowledges that HCDE/CP and numerous CP members are subject to the Texas Public Information Act, and Vendor waives any claim against and releases from liability HCDE/CP and CP members, their respective officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Contract or otherwise created,assembled,maintained,or held by Vendor, HCDE, or a CP member and determined by HCDE/CP or the CP member, the Attorney General of Texas,or a court of law to be subject to disclosure under the Texas Public Information Act. 5.10. Performance and Payment Bonds—Construction/public works projects only Vendor agrees to provide performance bonds and/or payment bonds as required by law, based on the amount or estimated amount of any Purchase Order for a public work contract, which is defined as a contract for constructing, altering, or repairing a public building or carrying out or completing any public work. TEX. GOV'T. CODE § 2253.001(4). Pursuant to TEX. GOV'T. CODE §2253.021,a performance bond is required if a Purchase Order is in excess of$100,000 for CP members that are governmental entities subject to Chapter 2253;a payment bond is required if a Purchase Order is in excess of$25,000 for CP members that are governmental entities subject to Chapter 2253 and are not municipalities or a joint board created under Subchapter D,Chapter 22 of the Tex.Transp.Code,and a payment bond is required if a Purchase Order is in excess of$50,000 for CP members that are governmental entities subject to Chapter 2253 and are municipalities or a joint board created under Subchapter D, Chapter 22 of the TEX. TRANSP. CODE. 5.11. Title and Risk of Loss Whenever HCDE/CP or a CP member is purchasing (and not leasing) a product under this Contract,title and risk of loss shall pass upon the later of HCDE/CP or the CP member's acceptance of the product or payment of the applicable invoice. 5.12. Warranty Conditions All product(s)and/or service(s)provided by the Vendor under this Contract must be warranted to be free from defects in material,workmanship,and free from such defects in design for a period of one(1)year upon the later of HCDE's or the CP member's acceptance of the product and/or service or payment of the applicable invoice. Vendor warrants that all products and/or services furnished under this Contract shall conform in all respects to the terms of this Contract, including any drawings, specifications, and/or standards incorporated herein, including, without limitation, those detailed in the RFP and Purchase Order.In addition,Vendor warrants that products and/or services are suitable for and will perform in accordance with the purposes for which they are intended. Vendor shall assume all liabilities incurred within the scope of consequential damages and incidental expenses, as set forth in the Vendor or manufacturer's warranty, which result from either delivery or use of product, which does not meet the specifications within this Contract,the RFP,or Purchase Order. General eBid RFP(revised February 2021) Page 15 of 33 RFP#21/048SG 5.13. Criminal History Review Section 10.0 Attachment—SB 9 Contractor Certification:Contractor Employees(Required)and Attachment—SB 9 Contractor Certification: Subcontractor Form(If Applicable)must be submitted with packet,if applicable. Prior to commencing any work under the Contract, if Vendor contracts with HCDE/CP to provide services, Vendor must certify,on the form provided herein,that for each covered employee of Vendor who will have direct contact with students,Vendor has obtained, as required by TEX. EDUC. CODE Section 22.0834: (a) state criminal history record information from a law enforcement or criminal justice agency or a private entity that is a consumer reporting agency governed by the Fair Credit Reporting Act (15 U.S.C. Section 1681 et seq.) for each covered employee of Vendor employed before January 1, 2008; and(b)national criminal history record information for each employee of Vendor employed on or after January 1,2008.Vendor must also obtain similar certifications of compliance with TEX.EDUC. CODE, Chapter 22 requirements from any subcontractors on the form provided herein. Covered employees with disqualifying criminal history are prohibited from serving at HCDE/CP or at CP school district members' locations; Vendor and any subcontracting entity may not permit a covered employee to provide services at a school if the employee has been convicted of a felony or misdemeanor offense that would prevent a person from being employed under TEX. EDUC. CODE § 22.085(a) (i.e., Title 5 felony or an offense requiring registration as a sex offender and victim was under 18 years of age or was enrolled in a public school at the time the offense occurred). Covered employees do not include employees of a contracting or subcontracting entity that is providing engineering,architectural,or construction services on a project to design, construct, alter, or repair a public work i£ (1) the public work does not involve the construction, alteration, or repair of an instructional facility as defined by Texas Education Code Section 46.001; (2) the employee's duties will be completed more than seven(7)days before a new instructional facility will be used for instruction;or(3)for an existing instructional facility,the work area contains sanitary facilities separated from all areas used by students by a fence at least six(6)feet high,and the Contractor adopts,informs employees of,and enforces a policy prohibiting employees and any subcontractor's employees from interacting with students or entering areas used by students. Tex. Educ. Code §§ 22.0834(a-1), .08341. The criminal history record information review obligation applies only if Vendor contracts with HCDE/CP to provide services;it does not apply to a contract for the purchase of goods,products or real estate. 5.14. Customer Support Vendor shall provide timely and accurate technical advice and sales support to HCDE/CP staff, and CP members. Vendor shall respond to requests for customer support within one(1)business day after receipt of the request.Vendor shall provide training to HCDE/CP staff and/or CP members regarding products and/or services supplied by Vendor,at no additional charge,if requested by HCDE/CP or a CP member. 5.15. HCDE/CP and/or CP members'Property In the event of loss,damage,or destruction of any property owned by or loaned by HCDE/CP or a CP member that is caused by Vendor or Vendor's representative,agent,employee,or contractor,Vendor shall indemnify HCDE/CP or the CP member and pay to HCDE/CP or the CP member the full value of or the full cost of repair or replacement of such property, whichever is greater, within thirty (30) days of Vendor's receipt of written notice of HCDE's or the CP member's determination of the amount due.If Vendor fails to make timely payment,HCDE/CP or the CP member may obtain such money from Vendor by any means permitted by law, including,without limitation,offset or counterclaim against any money otherwise due to Vendor by HCDE/CP or the CP member. 5.16. Tax Exempt Status HCDE/CP and all CP members that are Texas governmental entities or agencies are exempt from payment of Texas State Sales Taxes under TEXAS TAX CODE§ 151.310 for the purchase of tangible personal property. Laws of other states govern the tax status of CP members in states other than Texas.Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from this Contract, including, without limitation, any federal, state, or local income,sales or excise taxes of Vendor or its employees.HCDE/CP and CP members shall not be liable for any taxes resulting from this Contract,except where otherwise required by law. General eBid RFP(revised February 2021) Page 16 of 33 RFP#21/048SG 5.17. Other State Tax Requirements 5.17.1. Payment of Taxes by CP members Outside of Texas—CP members outside of Texas will pay only the rate and/or amount of taxes identified in Vendor's proposal submitted in response to the RFP as appropriate to the specific CP member. 5.17.2. State and Local Transaction Privilege Taxes — The CP member is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sales of products and are the sole responsibility of Vendor,as the seller,to remit.Failure to remit taxes from HCDE/CP and/or the CP member, as the buyer,does not relieve Vendor,as the seller,from its obligation to remit taxes. 5.18. State of Texas Franchise Tax By submitting a proposal in response to the RFP,Vendor certifies that Vendor is not currently delinquent in Vendor's payment of any franchise taxes or other taxes owed to the State of Texas. 5.19. Tax Responsibilities of Vendor and Indemnification for Taxes Vendor is responsible for complying with the tax laws of states and the federal government. Vendor and all subcontractor(s) of Vendor shall pay all federal, state, and local taxes applicable to Vendor's operation, any persons employed by Vendor,and all subcontractors of Vendor.Vendor shall require all subcontractors to hold HCDE/CP and the CP member harmless from any responsibility for taxes,damages,and interest.If applicable,contributions required under federal, state, and/or local laws and regulations and any other costs, including, but not limited to, transaction privilege taxes,unemployment compensation insurance,Social Security,and Worker's Compensation,shall be the sole responsibility of Vendor. 5.20. IRS W-9 To receive payment under this Contract,Vendor shall have a current I.R.S.W-9 Form on file with the CP member. 5.21. Assignment of Contract Vendor may not assign this Contract or any of its rights, duties or obligations hereunder without the prior written approval of HCDE. Any attempted assignment of this Contract by Vendor shall be null and void. Any Purchase Order made as a result of this Contract may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of HCDE/CP and, if applicable, the CP member. 5.22. Notification of Material Change Vendor is required to notify HCDE/CP when any material change in operations occurs,including changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three(3)business days of such change. 5.23. Performance Vendor agrees to use commercially reasonable best efforts to provide the product(s) and/or service(s) subject to this Contract. Vendor shall furnish all supervision, labor, tools, equipment, permits, licenses, transportation, insurance, material,and supplies necessary to complete any scope of work,Purchase Order under this Contract. Vendor shall use skilled,trained personnel,who shall be supervised by Vendor. 5.24. Subcontractors If Vendor uses subcontractors in the performance of any part of this Contract, Vendor shall be fully responsible to HCDE/CP and CP members for all acts and omissions of the subcontractors. Nothing in this Contract shall create for the benefit of any such subcontractor any contractual relationship between HCDE/CP and any such subcontractor,nor shall it create any obligation on the part of HCDE/CP or CP members to pay or to see to the payment of any monies due any such subcontractor except as may otherwise be required by law. Vendor represents and warrants that it is willing, able, and capable of obtaining, supervising,and being responsible for any subcontractors who perform and/or provide products and services related to this Contract. General eBid RFP(revised February 2021) Page 17 of 33 RFP#21/048SG 5.25. Non-Appropriation Renewal of this Contract,if any,will be in accordance with TEX.LOCAL GOV'T.CODE§271.903 concerning non- appropriation of funds for multi-year contracts. Notwithstanding any other provision of this Contract or obligation imposed on HCDE/CP or any CP member by this Contract,HCDE/CP and CP members shall have the right to terminate this Contract,any Supplemental Contract,or Purchase Order without default or liability to Vendor resulting from such termination,effective as of the expiration of each budget period of HCDE/CP or any CP member if it is determined by HCDE/CP or any CP member, at their sole discretion, that there are insufficient funds to extend this Contract, any Supplemental Contract, any Purchase Order. The parties agree that this Contract, any Supplemental Contract, and/or any Purchase Order are commitments of the current revenue of HCDE/CP and CP members only. 5.26. Ordering Procedures Purchase Orders are issued by HCDE/CP and/or CP members to the Vendor according to this Contract and any Supplemental Contract between HCDE/CP and the CP member.CP members must send Purchase Orders to HCDE/CP, unless otherwise stipulated by HCDE/CP. HCDE/CP may request confirmation of receipt of the Purchase Order from Vendor. HCDE/CP also may elect to require e-commerce functionality, in which Purchase Orders are sent directly to Vendor and reported by the CP member to HCDE/CP on a specified basis. The e-commerce approach must be approved by HCDE/CP prior to the start date of any Term of the Contract. 5.27. Invoices;Payments 5.27.1. Vendor shall submit invoices, in duplicate, directly to HCDE/CP or the CP member at the appropriate location(s)specified by HCDE/CP or the CP member.Each invoice shall include HCDE's or the CP member's Purchase Order number and HCDE/CP Contract Number.All invoices shall be itemized to include the type of product(s)and/or service(s)rendered.Vendor shall submit invoices within a timely manner during HCDE's or the CP member's fiscal year in which the product(s) and/or service(s)are purchased. The shipment tracking number or pertinent information for verification of HCDE's or the CP member's receipt shall be made available upon request by HCDE/CP or the CP member. 5.27.2. HCDE/CP or the CP member will make payments directly to Vendor.HCDE/CP or the CP member placing the Purchase Order with Vendor shall alone be liable and/or responsible for payment for product(s) and/or service(s)ordered and must be invoiced directly by Vendor.Neither HCDE/CP nor any CP member shall be liable for the indebtedness of any one CP member. 5.27.3. TEX. GOV'T. CODE § 2251.021 shall govern when payments are due to the Vendor. Payments are due to Vendor by HCDE/CP and any CP member whose governing body meets only once a month or less frequently, within forty-five(45)days after the later of the following: (1)the date HCDE/CP or the CP member receives the products and services under the Contract;(2) the date the performance of the service under the Contract is completed; or(3) the date HCDE/CP or the CP member receives an invoice for the products or service. For CP members whose governing bodies meet more than once a month or more often,payments are due by those CP members within thirty (30) days after the later of the following: (1) the date the CP member receives product(s)under the Contract; (2)the date the performance of the service under the Contract is completed;or (3)the date the CP member receives an invoice for product(s) or service(s). Vendor agrees to pay any subcontractors the appropriate share of the payment received from HCDE/CP or the CP member not later than the tenth(loth)day after the date the Vendor receives the payment from HCDE/CP or the CP member. The exceptions to payments made by HCDE, a CP member, and/or Vendor listed in TEX. GOV'T. CODE § 2251.002 shall apply to this Contract. 5.27.4. In addition to all other rights and remedies that HCDE may have,HCDE shall have the right to setoff,against any and all amounts due to Vendor by HCDE,whether due under this Contract or any other agreement between HCDE (including any division of HCDE) and Vendor, any sums for which HCDE is entitled to under this Contract,as determined by HCDE in its sole discretion,including,without limitation,sums due by Vendor to HCDE as a result of indemnification obligations,warranty claims,and/or HCDE/CP Administrative Fee(s). General eBid RFP(revised February 2021) Page 18 of 33 RFP#21/048SG 5.28. Reporting The Vendor shall provide HCDE/CP with a detailed monthly report showing the total dollar volume of all sales under this Contract for the previous month in Microsoft Excel format, in the format and with the information specified by HCDE/CP. Reports are due on the fifteenth (15) day of the month, after the close of the previous month and shall provide information regarding Purchase Orders during the previous month. Vendor is responsible for collecting and compiling all sales under this Contract from all CP members and submitting one(1)consolidated monthly report. The monthly report shall include, at a minimum, the date of each Purchase Order, Purchase Order number, CP member name,city/town,and Purchase Order total dollar amount. The Vendor shall provide HCDE/CP with velocity/usage reports within five (5) business days of any request by HCDE/CP for such reports. Reports shall be submitted in an electronic format to HCDE/CP at 6005 Westview, Houston, Texas 77055, or electronically mailed to s=13Teportin r9choicepartners.org or if food related to foodreportinLr&choicepartners.org 5.29. Pricing Changes All prices and discount percentages in Vendor's proposal shall be firm for the Term of this Contract. Pricing may be negotiated during the Contract renewal period. In the event Proposer's prices will be adjusted or escalated upon a renewal(if any)of the fixed-price contract awarded pursuant to this RFP,Proposer must indicate such in its proposal. Indicate any list price adjustment Vendor intends on providing during the Term of this Contract and on what it is based. For example: CPI,MSRP,Price List,Website Pricing.Vendor agrees to promptly lower the proportionate price of any product purchased through this Contract following a reduction in the price the Vendor is paying suppliers.All pricing submitted to HCDE/CP in Vendor's proposal shall include the administrative fee to be remitted to HCDE/CP by Vendor. It is Vendor's responsibility to keep all pricing up-to-date and on file with HCDE/CP. All price changes shall be presented to HCDE/CP for acceptance or rejection by HCDE/CP, in its sole discretion,using the same format as was accepted in Vendor's original proposal;all price changes for products and/or services provided under this Contract must be approved,in writing,by HCDE/CP prior to taking effect. The following documentation shall be provided to support a request for a price change: 5.29.1. justification for change/increase 5.29.2. terms and conditions 5.29.3. market conditions 5.29.4. manufacturers'/distributors' impact,if any All price decreases shall be allowed for all products and/or services. 5.30. HCDE/CP Administrative Fee HCDE/CP will invoice Vendor for the HCDE/CP Administrative Fee of 2%, subject to the Administrative Incentive Clause,below. HCDE/CP reserve the right to modify the Administrative Fee at any time,upon notice to Vendor. The invoice for the Administrative Fee will be based on total sales made through this Contract.Vendor shall remit payment of the HCDE/CP Fee to HCDE/CP no later than thirty(30) days following the end of the month. Failure to pay the HCDE/CP Administrative Fee in a timely manner may result in Vendor breaching this Contract and may result in HCDE/CP suspending or terminating this Contract. Vendor shall honor and pay HCDE/CP the HCDE/CP Administrative Fee for any sales resulting from this Contract that occurred within thirty(30)days of the expiration or termination of this Contract. All rebates, discounts, and other applicable credits granted by Vendor as a result of any Supplemental Contracts entered into between Vendor and CP members shall accrue exclusively to CP member(s). Administrative Fee Incentive Clause. The following incentives will be determined in the sole discretion of HCDE/CP and will be based on amounts actually billed by Vendor. Vendor's failure to abide by the Contract's terms and conditions,including,without limitation,Vendor's requirement to report sales to HCDE/CP,may result in HCDE/CP voiding the Administrative Fee Incentive,in HCDE/CP's sole discretion. Aggregate Year Gross sales above$5M invoiced by Choice Partners=1.5%for remainder of the then- current Contract Term General eBid RFP(revised February 2021) Page 19 of 33 RFP#21/048SG Subsequent renewal 1-year Term=1.75% and Vendor must maintain production of$5M to keep 1.75%fee for the next subsequent renewal 1-year Term Task Orders/Job Orders • $2M or above-1.5%only in the Contract Term in which they are invoiced • $1M or above-1.75%only in the Contract Term in which they are invoiced NOTE:FAILURE TO REPORT WH.L VOID THIS ADMINISTRATIVE FEE INCENTIVE 5.31. Records Retention Vendor shall maintain its records and accounts in a manner that shall assure a full accounting for all product(s)and/or service(s)provided by the Vendor to HCDE/CP and/or CP members under this Contract. These records and accounts shall be retained by Vendor and made available for review and copying by HCDE/CP and CP members for a period of not less than three(3)years from the date of completion of the service(s),receipt of product(s),the date of the receipt by HCDE/CP or the CP member of Vendor's final invoice or claim for payment in connection with this Contract,or the date HCDE/CP or the CP member makes final payments and closes pending matters in connection with a federal grant, whichever is later. If an audit or a compliance review has been announced, the Vendor shall retain its records and accounts until such audit or compliance review has been completed. When federal funds are expended by HCDE or any CP member pursuant to this Contract,Vendor certifies that it will comply with the record retention requirements detailed in 2 CFR§200.334. Vendor further certifies that Vendor will retain all records as required by 2 CFR§200.334 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports,as applicable,and all other pending matters are closed. 5.32. Right to Review,Audit and Inspect HCDE/CP,CP members,any federal agency that has awarded federal funds/grant(s)to HCDE/CP or a CP member,and the Comptroller General of the United States,and/or any of their authorized representatives,shall,upon written notice, have the right to audit and examine all of Vendor's records and accounts relating to this Contract and inspect any project performed by the Vendor relating to this Contract. Records subject to audit/review shall include,but are not limited to, all Purchase Orders resulting from this Contract and records which may have a bearing on matters in connection with the Vendor's work for HCDE/CP and/or CP members,and shall be open to inspection and subject to audit/review and/or reproduction by HCDE/CP,CP member,and/or their authorized representative(s)to the extent necessary to adequately permit evaluation and verification o£ 5.32.1. Vendor's compliance with this Contract and the requirements of the RFP. 5.32.2. Compliance with procurement laws, policies, and procedures, including, without limitation, reviewing/comparing pricing on invoices for HCDE/CP and/or CP members. 5.32.3. Compliance with provisions for computing billings to HCDE/CP and/or to CP members. 5.32.4. Any other matter related to this Contract. 5.33. Indemnification VENDOR SHALL INDEMNIFY AND HOLD HARMLESS HCDE/CP AND EACH CP MEMBER, INCLUDING HCDE'S AND CP MEMBERS' TRUSTEES, OFFICERS. ADMINISTRATORS. EMPLOYEES, AND AGENTS, FROM ALL CLAIMS.LIABILITIES.COSTS,SUITS OF LAW OR IN EQUITY,EXPENSES,ATTORNEYS'FEES. FINES, PENALTIES OR DAMAGES ARISING FROM ACTS OR OMISSIONS OF VENDOR, VENDOR'S EMPLOYEES,AGENTS,OR SUBCONTRACTORS, IN CONNECTION WITH THIS CONTRACT, INCLUDING WITHOUT LIMITATION, THOSE ARISING FROM CLAIMED INFRINGEMENT OF ANY PATENTS, TRADEMARKS,COPYRIGHT OR OTHER CORRESPONDING RIGHT(S)WHICH IS RELATED TO ANY ITEM VENDOR IS REQUIRED TO DELIVER. VENDOR'S OBLIGATIONS UNDER THIS CLAUSE SHALL SURVIVE ACCEPTANCE AND PAYMENT BY HCDE/CP OR THE CP MEMBER. General eBid RFP(revised February 2021) Page 20 of 33 RFP#21/048SG 5.34. Governing Law and Exclusive Venue The laws of the State of Texas,without regard to its provisions on conflicts of laws,govern this Contract.Any dispute under this Contract involving HCDE/CP must be brought exclusively in the state and federal courts located in Houston, Harris County,Texas.Any dispute not involving HCDE/CP but involving a CP member and Vendor shall be governed by the laws of the state of the CP member,without regard to its provisions on conflicts of laws,and exclusive jurisdiction and venue shall lie in the city,county,and state of the CP member. 5.35. Multiple Contract Awards;Non-Exclusivity HCDE/CP reserves the right to award multiple contracts under the RFP, including multiple contracts for each product/service category.Product/Service categories are established at the sole discretion of HCDE/CP.Nothing in this Contract may be construed to imply that Vendor has the exclusive right to provide products and/or services to HCDE/CP and/or CP members.During the Term of this Contract,HCDE/CP and CP members reserve the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Vendor. In the event that a Vendor has an existing HCDE/CP contract in the same contract title, upon award the new contract will immediately supersede the older contract. 5.36. New Products New products that meet the specifications detailed in the RFP may be added to this Contract,with prior written approval from HCDE/CP.Pricing of any new products shall be equivalent to the percentage discount or proposed prices for other similar products.Vendor may replace or add products to the contract if the replacing products are equal to or superior to the original products offered or discounted in a similar degree or to a greater degree and the products meet the requirements of the RFP. No products may be added to avoid competitive procurement procedures. HCDE/CP may reject any proposed additions,without cause,in its sole discretion. 5.37. No Substitution; Product Recall Any Purchase Order issued pursuant to this Contract shall conform to the specifications and descriptions identified in this Contract and the RFP. Vendor shall not deliver substitutes without prior written authorization from HCDE/CP or the CP member. If a product recall is instituted on any good that has been furnished and delivered to HCDE/CP or any CP member, Vendor must immediately(i.e.,within 24 hours but preferably sooner)notify the purchasing agent of HCDE/CP and the purchasing CP member by e-mail or in writing and must include all pertinent information relating to the recall. If Vendor is unable to contact the purchasing agent,Vendor must contact the Director of Purchasing of HCDE/CP and the purchasing CP member. Vendor will be responsible for all costs associated with replacing the recalled product, including replacement cost,shipping charges,etc. This requirement shall survive payment and acceptance of the goods. 5.38. Penalties If the Vendor is unable to provide the product(s)or services at the prices quoted in Vendor's proposal or if Vendor fails to fulfill or abide by the terms and conditions of the Contract,the RFP,or a Supplemental Contract,HCDE/CP or the CP member may take the following action(s),in the sole discretion of HCDE/CP or the CP member,and Vendor agrees to comply with the chosen action(s): 5.38.1 Insist that the Vendor honor the quoted price(s) specified in Vendor's proposal or the Supplemental Contract, as applicable; 5.38.2 Have the Vendor pay the difference between the Vendor's price and the price of the next acceptable proposal, as determined by HCDE/CP or the CP member; 5.38.3 Have the Vendor pay the difference between Vendor's price and the actual purchase price of the product or service on the open market;and/or 5.38.4 Recommend to HCDE Board of Trustees that the Vendor no longer be given the opportunity to submit a proposal to HCDE/CP and/or that this Contract be terminated. 5.39. Promotion of Contract Marketing Plan The marketing of Vendor's company,product, and/or services shall be the sole responsibility of Vendor. HCDE/CP may only supply Vendor with CP members' contact lists that contain name, address, phone numbers, and/or email addresses.Other items geared toward the joint-marketing of HCDE/CP and Vendor's company,product,and/or services shall be at HCDE/CP's sole discretion. Encouraging CP members to circumvent this Contract by purchasing directly from Vendor may result in suspension or termination of this Contract. For so long as this Contract is valid and General eBid RFP(revised February 2021) Page 21 of 33 RFP#21/048SG enforceable between the parties, Vendor agrees to display the CP seal in its marketing collateral materials, such as Vendor's website and related marketing materials. Vendor shall submit all promotional materials to HCDE/CP and obtain written approval before Vendor finalizes or publishes promotional material bearing the HCDE/CP or HCDE/CP name or seal.Vendor may not release any press release or other publication regarding this Contract or HCDE/CP unless and until HCDE/CP first approves the press release or publication in writing. 5.40. Website Support Vendor agrees to cooperate with HCDE/CP in publicizing contract particulars on the CP website.Vendor also agrees to work with HCDE/CP in updating and maintaining current information on Vendor activities related to the Contract on the CP website. Vendor agrees to provide an electronic version of its logo for use on the CP website upon Contract award and provide other information as reasonably requested by HCDE/CP to help ensure that the CP website is current and consistently updated. 5.41. Safety Vendor, its subcontractor(s), and their respective employees shall comply fully with all applicable federal, state, and local safety and health laws, ordinances, rules, and regulations in the performance of services under this Contract, including,without limitation,those promulgated by HCDE/CP,CP members,and by the Occupational Safety and Health Administration("OSHA").In case of conflict,the most stringent safety requirements shall govern.Vendor shall comply with all other safety guidelines and standards as required by HCDE/CP or CP members. Vendor shall indemnify and hold HCDE/CP and/or the CP member harmless from and against all claims,demands,suits,actions,judgments,fines, penalties,and liability of every kind arising from the breach of Vendor's obligations under this provision. 5.42. Workforce Vendor shall employ only orderly and competent workers,skilled in the performance of the services,if any,which shall be performed under this Contract.Vendor,its employees, subcontractors, and subcontractor's employees may not use or possess any firearms, alcoholic or other intoxicating beverages, illegal drugs or controlled substances while on the job or on HCDE/CP and CP members'property,nor may such workers be intoxicated or under the influence of alcohol or drugs on HCDE/CP and CP members'property. 5.43. Supplemental Contracts A CP member and Vendor may enter into a separate,Supplemental Contract.Any Supplemental Contract developed as a result of this Contract and/or the RFP is exclusively between the CP member and Vendor and shall have no effect or impact on HCDE, any other CP member, or this Contract. Any Supplemental Contract between Vendor and a CP member is exclusively between that specific CP member and Vendor and will be subject to immediate cancellation by the CP member (without penalty to the CP member) if, in the opinion of the CP member, the quality, service, and specification requirements,and/or the terms and conditions are not maintained as stated in the Supplemental Contract. Vendor shall promptly notify HCDE/CP of any Supplemental Contract executed between Vendor and a CP member. 5.44. Insurance Vendor is required to provide HCDE/CP and/or the CP member with copies of certificates of insurance, naming HCDE/CP and/or the CP member as additional insured's for Texas Workers Compensation and General Liability Insurance, within 14 business days of contract award and prior to the commencement of any work under this Contract. Certificates of Insurance, name and address of Vendor, the limits of liability, the effective dates of each policy,and policy number shall be delivered to HCDE/CP and/or the CP member prior to commencement of any work under this Contract.The insurance company insuring Vendor shall be licensed in the State of Texas or the state in which the CP member is located, and shall be acceptable to HCDE/CP and/or the CP member.Vendor shall give HCDE/CP or the CP member a minimum of ten (10) days' notice prior to any modifications or cancellation of said policies of insurance. Vendor shall require all subcontractors performing any work under or relating to this Contract to maintain coverage as specified below. Vendor shall,at all times during the Term of this Contract,maintain insurance coverage with not less than the type and requirements shown below. If the CP member has higher insurance requirements than those listed below,such may be added to the Purchase Order. Such insurance is to be provided at the sole cost of the Vendor. These requirements do not establish limits of Vendor's liability. All policies of insurance shall waive all rights of subrogation against HCDE,CP members,and HCDE/CP and CP members' officers,employees and agents. Upon request,certified copies of original insurance policies shall be furnished to HCDE/CP and/or to CP members. General eBid RFP(revised February 2021) Page 22 of 33 RFP#21/048SG HCDE/CP and the CP member,as requested,shall be named as an"additional insured"on insurance policies. HCDE/CP and the CP member reserve the right to require additional insurance should HCDE/CP or the CP member deem additional insurance necessary,in their sole discretion. • Workers Compensation(with waiver of subrogation to HCDE/CP and the CP member)Employer's Liability, including all states,U.S.Longshoremen,Harbor Workers and other endorsements. • Statutory, and Bodily Injury by Accident: $100,000 each employee. Bodily Injury by Disease: $500,000, policy limit$100,000 each employee. • Commercial General Liability Occurrence Form including, but not limited to, Premises and Operations, Products Liability Broad Form Property Damage, Contractual Liability, Personal and Advertising Injury Liability and where the exposure exists, coverage for watercraft,blasting collapse, and explosions,blowout, cratering and underground damage. $300,000 each occurrence Limit Bodily Injury and Property Damage combined. $300,000 Products-Completed Operations Aggregate Limit$500,000 per Job Aggregate.$300,000 Personal and Advertising Injury Limit. • Automobile Liability Coverage: $300,000 Combined Liability Limits Bodily Injury and Property Damage Combined. 5.45. Participation in HCDE/CP Vendor acknowledges and agrees that continued participation in the HCDE/CP cooperative purchasing program is subject to HCDE/CP's sole discretion and that Vendor may be removed from the HCDE/CP program at any time,with or without cause, in HCDE/CP's sole discretion. All work resulting from this Contract must cease immediately after completion of the final accepted Purchase Order. Nothing in this Contract or in any other communication between HCDE/CP and Vendor may be construed as a guarantee that HCDE/CP or CP members will submit any Purchase Order to Vendor at any time. At a minimum,to continue participation in the HCDE/CP cooperative purchasing program,Vendor must: • Submit detailed monthly reports of all sales activity,including all sales and contracts where HCDE is the lead agency(such report is required even if there is no sales activity for a given month); • Timely remit Administrative Fee(s)to HCDE/CP; • Market Choice Partners, including inclusion of CP seal on Vendor's website, development and execution of marketing plan, and participation in at least five(5)marketing events(such as trade shows and conferences) annually; • Maintain a minimum annual sales activity of$15,000; • Completion of all required forms(such as Form 1295,EDGAR Certifications,etc.);and • Maintain required insurance and submit updated certificate(s)to CP annually 5.46. No Agency or Endorsements It is the intention of the parties to this Contract that Vendor is independent of HCDE/CP and CP members, is an independent contractor, and is not an employee, agent,joint venturer, or partner of HCDE/CP or any CP member. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent,joint venturer or partner,between HCDE/CP and Vendor, any CP member and Vendor, HCDE/CP and any of Vendor's agents,or any CP member and any of Vendor's agents.Vendor has no power or authority to assume or create any obligation or responsibility on behalf of HCDE/CP or any CP member,and HCDE/CP and HCE members have no power or authority to assume or create any obligation or responsibility on behalf of Vendor.This Contract shall not be construed to create or imply any partnership, agency, or joint venture, nor shall it be construed or deemed an endorsement of a specific company or product.Vendor agrees that HCDE/CP and CP members have no responsibility for any conduct of any of Vendor's employees,agents,representatives,contractors,or subcontractors. 5.47. Equal Opportunity It is the policy of HCDE/CP not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping conditions in its programs. Vendor agrees not to discriminate against any employee or General eBid RFP(revised February 2021) Page 23 of 33 RFP#21/048SG applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment,or a matter directly or indirectly related to employment,because of age(except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification)or race,color,religion,national origin,or ancestry.Vendor further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified, binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract. 5.48. Force Majeure Neither HCDE,any CP member,or Vendor shall be deemed to have breached any provision of this Contract as a result of any delay,failure in performance,or interruption of service resulting directly or indirectly from acts of God,network failures,acts of civil or military authorities,civil disturbances,wars, energy crises, fires,transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are reasonably beyond HCDE,any CP member,or Vendor's control. HCDE,CP members,and Vendor are required to use due caution and preventive measures to protect against the effects of force majeure,and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision. The party seeking relief due to force majeure is required to promptly notify the other parties in writing,citing the details of the force majeure event and relief sought,and shall resume performance immediately after the obstacles to performance caused by a force majeure event have been removed,provided the Contract has not been terminated. Delay or failure of performance,by either party to this Contract, caused solely by a force majeure event, shall be excused for the period of delay caused solely by the force majeure event. HCDE, CP members, and Vendor shall not have any claim for damages against any other party resulting from delays caused solely by force majeure. Notwithstanding any other provision of this Contract, in the event the Vendor's performance of its obligations under this Contract is delayed or stopped by a force majeure event,HCDE/CP shall have the option to terminate this Contract. This section shall not be interpreted as to limit or otherwise modify any of HCDE's or CP members' contractual,legal, or equitable rights. 5.49. Severability In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 5.50. Waiver No failure on the part of either party at any time to require the performance by the other party of any term hereof shall be taken or held to be a waiver of such term or in any way affect such parry's right to enforce such term,and no waiver on the part of either party of any term hereof shall be taken or held to be a waiver of any other term hereof or the breach thereof.No waiver,alteration,or modification of any of the provisions of this Contract shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. 5.51. Entire Agreement The Contract,the RFP,Vendor's proposal submitted in response to the RFP,the attached and incorporated attachments, addendum, and/or exhibits, if any, and the Supplemental Contract, if any, contain the entire agreement of the parties relative to the purpose(s) of the Contract and supersede any other representations, agreements, arrangements, negotiations,or understandings,oral or written,between the parties to this Contract. In the event of a conflict between this Contract and the RFP or Vendor's proposal submitted in response to the RFP, this Contract shall control. In the event of a conflict between the RFP and Vendor's proposal submitted in response to the RFP,the RFP shall control. This Contract supersedes any conflicting terms and conditions on any Purchase Order, invoices, checks, order acknowledgements,forms,purchase orders,or similar commercial documents relating hereto and which may be issued by Vendor after the Effective Date of this Contract. In addition to this Contract,a Supplemental Contract between Vendor and the CP member may be established to further detail the terms and conditions of the CP member's specific project. In the event of a conflict between this Contract and the Supplemental Contract,as to HCDE,this Contract shall prevail. In the event of a conflict between this Contract and the Supplemental Contract,as to the CP member,the Supplemental Contract shall prevail unless the Supplemental Contract states otherwise. General eBid RFP(revised February 2021) Page 24 of 33 RFP#21/048SG 5.52. Interpretation Vendor agrees that the normal rules of construction that requires that any ambiguities in this Contract are to be construed against the drafter shall not be employed in the interpretation of this Contract. 5.53. Notice Any notice provided under the terms of this Contract by the parties to any other shall be in writing and shall be given by hand-delivery or by certified or registered mail, return receipt requested. Notice shall be sufficient if made or addressed to the party at the address listed in the signature line of this Contract.Notice shall be deemed effective upon receipt.Each party may change the address at which notice may be sent to that party by giving notice of such change to the other party by certified mail,return receipt requested. 5.54. Captions The captions herein are for convenience and identification purposes only,are not an integral part hereof,and are not to be considered in the interpretation of any part hereof. 5.55. Certifications a. Vendor hereby certifies that it is not a company identified on the Texas Comptroller's list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. b. If(a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-rime employees; and (c) this Agreement has a value of$100,000 or more,the following certification shall apply;otherwise,this certification is not required. Pursuant to Chapter 2270 of the Texas Government Code,Vendor hereby certifies and verifies that neither the Vendor, nor any affiliate, subsidiary, or parent company of the Vendor, if any (the "Vendor Companies"),boycotts Israel, and the Contractor agrees that the Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term "boycott" shall mean and include refusing to deal with,terminating business activities with,or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory,but does not include an action made for ordinary business purposes. c. Vendor certifies and agrees that it shall not assist an employee,contractor,or agent of HCDE or of any other school district in obtaining a new job if the Vendor knows, or has probable cause to believe,that the individual engaged in sexual misconduct regarding a minor or student in violation of the law. Routine transmission of an administrative or personnel file does not violate this prohibition. See HCDE Policy CJ(Legal)and(Local). 5.56. USDA/TDA Special Terms and Conditions The following terms and conditions apply to all procurements and purchases involving federal School Nutrition Program funds. In the event of a conflict or inconsistency between the following terms and conditions and any provision of the Agreement,the procurement solicitation issued by HCDE,or the portion of Vendor's proposal submitted in response to HCDE's procurement solicitation that is satisfactory to HCDE,the following terms and conditions shall control. 5.56.1 Market Basket Analysis HCDE/CP reserves the right,in its sole discretion,to use a"Market Basket Analysis"method,as that term is defined by applicable USDA/TDA regulations and guidance. The Market Basket Analysis sample is established to represent 75% of the total estimated value of the Contract. The most recent velocity/sales report(s)from HCDE/CP's current supplier(s)was used to project the balance of the year and adjusted for any estimated change in menu and participation for the following year. As a result,this list of[100] goods to be purchased under this procurement solicitation and any resulting Contract includes the top[60]goods purchased by dollar volume representing the 75%threshold. Prices for the remaining[40]goods listed in this procurement solicitation should also be included,though they will not be a part of the Market Basket Analysis. The Market Basket Analysis shall not be used for service or equipment contracts/procurement solicitations or for Fee-For- Service Processing contracts. 5.56.2 Material Change If a material change(as the term is defined by TDA rules and regulations)to a contract entered into between HCDE/CP and Vendor occurs, then the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, HCDE/CP may issue a new RFP for the goods or services procured under the General eBid RFP(revised February 2021) Page 25 of 33 RFP#21/048SG previously-existing contract. Material change for purposes of this Section 5.56.2 means a modification that substantially exceeds the terms of the original contract between HCDE/CP and Vendor. 5.56.3 Supplemental Contracts Supplemental Contracts are entered into pursuant to the piggyback method delineated in the U.S.Department of Agriculture directive SP 35-2012. Should the"piggybacking"result in a material change to the Contract, HCDE/CP will proceed under Section 5.56.2 of this RFP. 5.56.4 New Products During the Term of a Contract awarded under this RFP,additional purchases not included in the original RFP list and resulting awarded contract may become necessary and benefit HCDE/CP members. Vendor and HCDE/CP agree that the aggregate value of added purchases during each year of the Contract(if renewed) shall not exceed 10% of the estimated total value of the Contract. The total value of the Contract must be agreed upon, and the dollar value listed in the Contract and each renewal term of the Contract(if any). For purposes of this section, the total value of the Contract includes all contracts awarded as a result of the procurement solicitation to all vendors. For the initial Term of a Contract awarded under this RFP,Vendor and HCDE/CP agree that the total value of the Contract shall be$200 million. Additions of new products may be included in the awarded Contract list during the renewal of the Contract through an amendment to the Contract,and the total Contract value adjusted accordingly. For each renewal term of the Contract,the total actual value of the Contract in the preceding year and the additional new product(s) made during that Term will be the basis for determining the maximum dollar amount (not to exceed 10%) of the additional new product(s)that will be allowed during the next Contract renewal term. 5.56.5 Bonds Vendor shall provide all bonds,including bid guarantee,performance bond,and payment bond,as applicable under U.S.Department of Agriculture and/or Texas Department of Agriculture rules. 5.56.6 Use by Other Governmental Entities In the event that HCDE/CP allows other governmental entities to "piggyback" onto any existing contract between HCDE and Vendor entered into pursuant to this procurement solicitation, Vendor agrees and understands that such other governmental entities may include"school food authorities,"as that term is used in SP 35-2012. Should the "piggybacking" result in a material change to the Agreement for purposes of USDA/TDA purchases,HCDE/CP will proceed under the foregoing section entitled"Material Changes." 5.56.7 No Guarantee of Quantities Quantities for purchases paid for with School Nutrition Program funds are subject to change for various reasons, which include, but are not limited to the following: USDA commodity allocation(s), variations in student population, production item substitution(s), changes in consumer taste or expectations, pricing, and nutrition regulatory changes. 5.56.8 Buy American Act The Buy American Act, set forth in 7 C.F.R.Part 210.21(d),requires that participants in the National School Lunch Program and School Breakfast Program use the federal nonprofit food service funds,to the maximum extent practical,to buy domestic commodities or products for Program meals. 7 CFR Part 210.21(d)defines a "domestic commodity or product" as one that is either produced in the U.S. or is processed in the U.S. substantially using agricultural commodities that are produced in the U.S. "Substantially"means that over 51 percent of the final processed product consists of agricultural commodities that were grown domestically. Because many HCDE/CP members participate in the National School Lunch Program and School Breakfast Program,HCDE/CP requires Vendor to certify whether its products are"domestic commodities or products", as defined by 7 C.F.R.Part 210.21(d). Accordingly,Vendor agrees to provide certification and any necessary documentation requested by HCDE/CP member that the food product was processed in the U.S. and the percentage of U.S. content,by weight or volume,in the food component of processed food products supplied to HCDE/CP members. A"domestic commodity or product'is defined as one that is either produced in the U.S. or is processed in the U.S. substantially using agricultural commodities that are produced in the U.S. as provided in 7 C.F.R. 210.21(d). "Substantially" means that over 51 percent of the final processed product General eBid RFP(revised February 2021) Page 26 of 33 RFP#21/048SG consists of agricultural commodities that were grown domestically. When USDA Foods items are manufactured into processed end products,51%of resulting food products must be of United States origin. Vendor certifies that Vendor shall provide food products that meet the Buy American provision. Vendor further certifies that, in compliance with the Buy American provision, its products are "domestic commodities or products" as defined by 7 C.F.R. §210.21(d). Vendor further certifies that the food products it supplies are processed in the U.S.and Vendor shall certify the percentage of U.S.content,by weight or volume,in the food component of processed food products supplied to the District. If Vendor is repetitively unable to provide domestic food products,HCDE/CP member may require Vendor to provide evidence that Vendor is capable of fulfilling the terms and conditions of the Contract and specifically, the Buy American provision. If HCDE/CP member determines that Vendor is not capable of fulfilling the terms and conditions of the Contract and/or specifically,the Buy American provision,HCDE/CP member may terminate its Contract with Vendor. Vendor shall provide documentation that demonstrates that food products meet the Buy American provision. Vendor must notify the District if a delivery contains non-domestic products, so the District may approve delivery as an exception to the Buy American provision. Vendor certifies that it will adhere to the notification requirements for the Buy American provision. Exceptions to the Buy American provision should be used as a last resort;however,an alternative or exception may be approved by the CP member,upon request,by occurrence(i.e.,delivery). Blanket exception approvals are not allowed. The District must determine that the use of a non-domestic food product is appropriate,using the USDA-prescribed questions in making the decision. See"Requirements for an Exception,"ARM Section 17b Buy American,at p. 19(August 12,2020). Vendor agrees to provide information to the District that will assist the District in this determination. The decision to purchase or accept delivery of a non-US product must be made by the District. Vendor agrees to comply with all requirements imposed by applicable law, USDA/TDA guidance,and the District concerning Buy American provision exceptions. Vendor further agrees to provide HCDE/CP members with documentation verifying that a domestic product is not available and the cost range is reasonable within a reasonable time upon request by HCDE/CP members. In the event Vendor or Vendor's supplier(s) are unable or unwilling to certify compliance with the Buy American Provision,or the applicability of an exception to the Buy American provision,HCDE/CP members may decide not to purchase from Vendor and/or HCDE/CP may terminate the Contract if Vendor is incapable of fulfilling the terms and conditions of the Contract,including the Buy American requirements. Additionally, HCDE/CP members may require country of origin on all products and invoices submitted for payment by Vendor,and Vendor agrees to comply with any such requirement. 5.56.9 Records Retention When school nutrition program funds are expended by HCDE or any CP member pursuant to this Contract, Vendor certifies that it will comply with the record retention requirements promulgated by USDA/TDA. Vendor further certifies that Vendor will retain all records as required by USDA/TDA for a period of five(5) years after the end of the fiscal year to which the documentation/records pertain. Vendor further certifies that these records must be accessible to appropriate HCDE/CP member and federal or state reviewers. See TDA ARMS Manual, 17.107. General eBid RFP(revised February 2021) Page 27 of 33 Harris County Department of Education 21/048SG Addendum 1 4imprint, Inc. Supplier Response Event Information Number: 21/048SG Addendum 1 Title: Promotional and Commemorative Items Type: RFP Issue Date: 4/16/2021 Deadline: 5/18/2021 02:00 PM (CT) Notes: Addendum 1 notes: We changed section 6 and 7 of the RFP document in the attachments tab. No changes were made to any other section of the RFP document or any of the other attached documents or the other tabs of the RFP in eBid. Please replace the previous RFP document with the entire RFP 21/048SG Addendum 1 and respond to Addendum 1 in eBid. Section 6 Items that were redundant with similar language in sections 5 and 8 were removed. Section 7 Minor changes were made to make the specification applicable to all CP members. Page 1 of 24 pages Vendor:4im4irint,Inc. 21/048SG Addendum 1 It is HCDE policy not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping condition in its programs. Harris County Department of Education is announcing the release of the following Request for Proposal (RFP): 21/02OSG Early Childhood Supplies & Related Items. Bid Documents may be obtained at www.choicepartners.org. Any questions related to this bid should be submitted on the www.choicepartners.org website. Interested proposers are encouraged to thoroughly read the RFP. Contact Information Contact: Steve Gibson, CPSM Address: Choice Partners 6005 Westview Drive Houston, TX 77055 Phone: (713) 681-6052 Email: steve@choicepartners.org Page 2 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 4imprint, Inc. Information Address: 101 Commerce St Oshkosh, WI 54901 Phone: (888) 234-5797 Fax: (800) 355-5043 Toll Free: (888) 234-5797 Email: bids@4imprint.com By submitting your response, you certify that you are authorized to represent and bind your company. Shay Freund bids@4imprint.com Signature Email Submitted at 511212021 7.35:04 AM Requested Attachments Section 10.0 Required Attachment 10.0 Attachment Packet (swl 1.23.2021).pdf Find this in the attachments tab, download, and complete. Do not use a previous bid's documents as they have recently changed. Upload the completed, executed documents before the bid deadline. Note if documents are hand-signed (wet- signatures), the originals MUST be mailed or hand-delivered within 5 business days of the bid closing to Choice Partners, 6005 Westview Drive, Houston, TX 77055 There is no need to forward originals of electronically-signed documents (ex Docusign or Adobe sign). Failure to include/upload these items may result in non-award. Company Logo 4imprint Hi res- Copy.jpg Please upload your company logo Texas Ethics Commission Form 1295 Form 1295 Certificate 100763745.pdf Upload TEC Form 1295 with the unique certificate number and form signed, HCDE/CP's acknowledgment of Form 1295 does not mean HCDE/CP is making a recommendation to award to our Board. Insurance 2021 Proof-of-Insurance_4imprint,-Inc-_20-21 GL,-Auto,_12-30-2020_751931494_1.pdf Please upload a copy of your current certificate of insurance as stated in section 5.44 Catalog / Price List Link to online catalog .docx Upload the corresponding catalog or price list that you indicated on Line 1 of the Line Items Tab (Discount). If awarded a contract, your company agrees to maintain this pricing unchanged for all interested Choice Partners members for the initial term of the agreement. This pricing will also be used to evaluate your proposal and by cooperative members when evaluating your product or service. Do not submit a URL in lieu of a catalog with pricing or price list Exceptions to Contract 21-048SG Promotional.pdf Upload any Exceptions to the contract. Exceptions to the contract MUST be red-lined in the Terms and Conditions section 5.0. Failure to include/upload these exceptions may result in non-award. Evidence of Financial Capability 4imprint- Financial Highlights.html Please upload evidence of your company's financial capability such as financial statements, balance sheets for the previous three years. MARK/STAMP CONFIDENTIAL Marketing FW Be certain with Choice Partners awarded vendor 4imprint.txt Attach no more than three samples of marketing, which may include flyers, email templates, or phone scripts. Preferably these will demonstrate how your company will market your products and services as an awarded vendor for the Choice Partners Purchasing Cooperative. Page 3 of 24 pages Vendor:4im4xint,Inc. 21/048SG Addendum 1 Certificates: HUB, MWBE, MBE, PDBE, SBE No response Upload the corresponding certificate(s). This is required if you answered yes on any of these items in the attributes section, questions 19-23. Include other certifications if applicable to your proposal. Work History Work History Doc.docx Please briefly describe your company's past work history with Choice Partners member organizations, school districts, or government agencies (past 3-5 years). Organizational Chart No response Please Upload your company's organizational chart Response Attachments zOur 360.docx 360' Guarantee HCDE CP Proposal.pdf Proposal 2021 W9.docx W9 sf 2 21-048SG Promotional Add 1.pdf Addendum 1 with notes on page 33 Bid Attributes 1 Company Name Please provide your company name. 4imprint, Inc. 2 Company Street Address Please provide your company street address. 101 Commerce St. 3 Company City Please provide you company city. Oshkosh 4 Company State Please provide your company state. Wisconsin 5 Company Zip Code Please provide your company zip code. 54901 6 Company Phone Please provide your company phone number. (877) 446-7746 x8466 Page 4 of 24 pages Vendor:4im4irint,Inc. 21/048SG Addendum 1 7 Company Website Please provide your company's website address. A website is mandatory for consideration with this proposal. This should be a page that describes the products/services for which you were awarded the contract- if you have many products/services not within the award, it is best to create a unique landing page for our members. www.4imprint.com 8 Company Logo Please include a jpg file of your company logo in the Response Attachments Section of this RFP. 9 Company Description Please provide a short description of your company (255 characters max). This information will be used on the Choice Partners website to market your contract to our members. Promotional Products Distributor 1 Organization Chart 0 Please include your company organization chart in the Response Attachments Section on this RFP. 1 Geographic Coverage I Can your contract with Choice Partners be accessed locally, statewide, or nationally by our members? Nationally 1 Geographic Coverage Continued 2 If"NOT Nationally"was selected, please select the State covered. If Nationally, select N/A. N/A 1 Regions Covered 3 If"Locally"was selected, please select which Education Service Center(ESC) Region(s)the vendor's products/services can be offered. If not, select N/A. N/A 1 Principal Place of Business 4 List the City and State of Vendor's principal place of business. To comply with the non-resident vendor laws detailed in TEX. GOV'T. CODE Chapter 2252, HCDE/CP must determine the residency of its vendors. HCDE/CP may not award a contract to a nonresident bidder unless the nonresident underbids the lowest bid submitted by a responsible resident bidder by an amount that is not less than the amount by which a resident bidder would be required to underbid the nonresident bidder to obtain a comparable contract in the state in which the nonresident's principal place of business is located. See TEX. GOV'T. CODE 2252.003. This requirement does not apply to a contract involving federal funds. "Resident bidder" is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. "Nonresident bidder" is a person who is not a resident. See TEX. GOV'T. CODE 2252.001. Oshkosh, Wisconsin 1 Annual Sales 5 What is your company's annual sales volume in dollars? $560040000 Page 5 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 I Years in Business 6 How many years has your company been in business? 37 1 FTEs 7 How many full time employee's does your company have? 1100 1 Employees in State 8 State whether the proposer or the proposer's ultimate parent company or majority owner employs at least 500 persons in this state (Texas). No, our company does not have 500 or more in state 1 Minority and Women's Business Enterprise (MWBE) 9 Please indicate if your company is currently a MWBE. If your company is not a MWBE, please indicate by selecting "none". If your company does hold a certificate, please upload the certificate in the Response Attachments Section of this RFP. None 2 Historically Underutilized Business (HUB) 0 Please indicate if your company is currently a HUB. If your company is not a HUB, please indicate by selecting "none". If your company does hold a certificate, please upload the certificate in the Response Attachments Section of this RFP. None 2 Small Business Enterprise (SBE) 1 Please indicate if your company is currently a SBE. If your company is not a SBE, please indicate by selecting "none". If your company does hold a certificate, please upload the certificate in the Response Attachments Section of this RFP. None 2 Persons with Disabilities Business Enterprise (PDBE) 2 Please indicate if our company is currently a PDBE. If our company is not a PDBE lease indicate b selecting Y P Y Y Y P Y , P Y 9 "none". If your company does hold a certificate, please upload the certificate in the Response Attachments Section of this RFP. None Page 6 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 2 Disadvantaged Business Enterprise (DBE) 3 Please indicate if your company is currently a DBE. If your company is not a DBE, please indicate by selecting "none". If your company does hold a certificate, please upload the certificate in the Response Attachments Section of this RFP. None 2 Catalog Discount 4 Indicate any list price adjustment (percentage off) you intend on providing during the contract period, the type of pricing and on what it is based (CPI, MSRP, Price List, Website Pricing, Catalog). (Example: 10-20% off Catalog MSRP) Then upload the corresponding catalog in the Response Attachments Section of this RFP. 10% off of current pricing found at www.4imprint.com /see attached proposal for offer details 2 Pricing/Payment Information 5 A In addition to the typical unit pricing furnished herein, vendor agrees to offer all future product introductions at prices that are proportionate to the contract price(s). If answer is "no", attach a statement detailing how pricing for HCDE/CP members would be calculated. Yes 2 Pricing/Payment Information Continued 6 B. Pricing submitted includes the required CP administrative fee Yes 2 Pricing/Payment Information Continued 7 C. Vendor agrees to remit to CP the required administrative fee. REFER TO RFP SECTIONS 1.2.8. and 5.30. Yes 2 Pricing/Payment Information Continued 8 D. Additional discounts for purchase of a guaranteed quantity No 2 Pricing/Payment Information Continued 9 E. Pricing submitted includes all transportation charges (FOB Destination). *Separate/additional transportation charges will not be paid by HCDE/CP or member. Yes 3 Pricing/Payment Information Continued 0 F. Vendor will accept all forms of Purchase Orders. Yes 3 Pricing/Payment Information Continued G. Does the vendor require HCDE/CP member to provide Tax Exempt Forms for each Purchase Order? No Page 7 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 3 Pricing/Payment Information Continued 2 H. Capable of handling Electronic Funds Transfer(EFT) payment(s). If"yes", detail which EFT formats (CTX, CPT, etc.)vendor supports below on #33. Yes 3 Pricing/Payment Information Continued 3 H.1. EFT Formats. ACH and electronic wire transfer 3 Pricing/Payment Information Continued 4 I. Does the vendor require credit requirements of HCDE/CP and/or member prior to acceptance of a Purchase Order? If"yes", describe the credit requirements below on #35. Yes 3 Pricing/Payment Information Continued 5 1.1. Describe credit requirements We will assess their D&B rating as well as previous payment history, if applicable with our commpany. 3 Pricing/Payment Information Continued 6 J. Does the vendor have licenses for all states indicated on #11-Geographic Coverage? If"no", list which state(s) does vendor not have required licenses and why below on #37. Yes 3 Pricing/Payment Information Continued 7 J.1. List of state(s) vendor does not have licensing and why N/A 3 E-Commerce 8 Vendor has E-Commerce capabilities. Yes 3 References 9 The vendor is to submit three (3) references that have contracted with their company to provide like products and/or services. Include the entity name, phone number, contact person, and email address. It is recommended that the vendor use school districts or other local governmental agencies equal to Choice Partners in size and structure, if possible. Please contact your references before including in this section. CP will send a brief email survey to your references, so use current email addresses. References will have a very short response time, so please encourage them to respond immediately when they receive our email. Reference responses will affect your scoring. 4 Reference#1 Entity Name 0 Include the entity name for Reference#1 Harris County Department of Education Page 8 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 4 Reference#1 Contact Person 1 Include the contact person for Reference #1 Kendra Jackson 4 Reference #1 Phone Number 2 Include the phone number for Reference#1 (713) 696-0744 4 Reference#1 Email Address 3 Include the email address for Reference#1. Please confirm correct email address with your reference before submitting. kjackson@hcde-texas.org 4 Reference#2 Entity Name 4 Include the entity name for Reference#2 Pasadena Independent School District 4 Reference#2 Contact Person 5 Include the contact person for Reference #2 Derek Gillard 4 Reference #2 Phone Number 6 Include the phone number for Reference#2 (713) 740-0 550 4 Reference#2 Email Address 7 Include the email address for Reference#2. Please confirm correct email address with your reference before submitting. dgiIlard@pasadenaisd.org 4 Reference#3 Entity Name 8 Include the entity name for Reference#3 University of Alabama, Tuscaloosa 4 Reference#3 Contact Person 9 Include the contact person for Reference #3 Anna McJenkin 5 Reference #3 Phone Number 0 Include the phone number for Reference#3 (205) 348-2258 5 Reference#3 Email Address 1 Include the email address for Reference#3. Please confirm correct email address with your reference before submitting. amlocklier@ua.edu Page 9 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 5 Proposer Purchase Order/Quote Contact Name 2 Proposer shall provide the contact name of the individual that is responsible for purchase orders and quotes from our members. Jen Groskreutz 5 Proposer Purchase Order/Quote Contact Phone Number 3 Proposer shall provide the phone number of the individual that is responsible for purchase orders and quotes from our members. (877) 446-7746 x8244 5 Proposer Purchase Order/Quote Contact Fax Number 4 Proposer shall provide the fax number of the individual that is responsible for purchase orders and quotes for our members. (866) 963-9311 5 Proposer Purchase Order Contact Email Address 5 Proposer shall provide the email address of the individual that is responsible for processing and confirming purchase orders. govrequests@4imprint.com 5 Proposer Marketing Contact 6 Proposer shall provide the contact name of the individual that is responsible for marketing your company. Karla Kohlmann will lead this effort for Choice Partners 5 Proposer Marketing Contact Phone Number 7 Proposer shall provide the phone number of the individual that is responsible for marketing your company. (877) 446-7746 x8123 5 Proposer Marketing Contact Fax Number 8 Proposer shall provide the fax number for the individual that is responsible for marketing your company. (866) 963-9311 5 Proposer Marketing Contact Email Address 9 Proposer shall provide the email address of the individual that is responsible for marketing your company. kkohlmann@4imprint.com 6 Proposer Administrative Fee Contact Name 0 Proposer shall provide the contact name of the individual that is responsible for completing and returning monthly usage reports for your company. Jen Groskreutz 6 Proposer Administrative Fee Contact Phone Number Proposer shall provide the phone number of the individual that is responsible for completing and returning monthly usage reports for your company. (877) 446-7746 x8244 Page 10 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 6 Proposer Administrative Fee Contact Fax Number 2 Proposer shall provide the fax number of the individual that is responsible for completing and returning monthly usage reports for your company. (866) 963-9311 6 Proposer Administrative Fee Contact Email Address 3 Proposer shall provide the email address of the individual that is responsible for completing and returning monthly usage reports for your company. jgroskreutz@4imprint.com 6 Monthly Usage Reporting 4 Monthly reports showing contract usage are a mandatory part of contract terms for this proposal. Please indicate that you understand this commitment and will send reports monthly. REFER TO SECTION 5.28 of RFP DOCUMENT. Yes, I understand and will send reports monthly 6 Marketing Plan 5 How will you market your products/services with Choice Partners? A. Describe the vendor's quotation/proposal process B. Vendor's marketing manager, experience in marketing to CP members on a regional basis, whether the marketing manager is a full-time position, and whether the marketing manager is committed to marketing this contract. C. Detail whether the marketing plan will be managed at the vendor's local project office or corporate office and whether there is a stated corporate commitment. D. Detail vendor's resources committed to the marketing plan, handouts, brochures, conferences to attend, and vendor's proposed marketing budget. E. Provide a sample of any advertising used by vendor. Please attach handouts, brochures and sample advertising in the Response Attachments Section of this RFP. In the past we have done an email flyer to all of the Choice Partners members that has been successful and we anticipate doing that again. 6 Conference Participation 6 Vendor agrees, as part of its educational marketing programs, to participate in statewide or regional conferences (approximately five per year). No 6 Conference Listing 7 Please list those conferences that you currently attend or will attend as a result of this contract award. We are happy to participate in 5 conferences per year, but due to COVID we are unable to travel at this time and have put this part of our business interaction with customers on hold. At this time we are unable to guarantee 5 per year. Page 11 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 6 Training 8 A. Describe how vendor will interact with HCDE/CP or CP Member. B. Describe vendor's training program for HCDE/CP staff and/or CP member for a proposed schedule of topics and include any proposed training literature or materials. C. Describe the scope of training opportunities vendor will make available to HCDE/CP and.or CP members, as needed. As a company we offer training on our website in the form of our blue papers and our blogs. We have a learning center found at the bottom of our website under Media for all of our customers. There will be no training needed on our systems as we take the reigns for you and make the ordering process seamless. 6 Administrative Information 9 Provide company's Dun & Bradstreet (D&B) number and tax identification number. 122071905/39-1837105 7 Accounting Information 0 A. Describe how vendor will invoice the CP member. B. Discuss the invoicing options vendor offers and the payment terms for each. Once all of the product on an order is delivered we will invoice the CP member via mail or email. Our terms are Net 30. 7 Quality Assistance/Quality Control (QA/QC) Program Please attach your company's response to the QA/QC questions in the Response Attachments Section of this RFP. A. Describe the vendor's customer service department, including hours of operation, number of service centers, etc. Describe the involvement and amount of input of stall level employees in vendor's quality training incentive and safety programs. Describe vendor's procedures to monitor the quality of its customer service and products. B.Describe vendor's product support and service procedure. Detail the estimates time frame from a CP member's request to when a product or service is provided and completed, taking into account the requirements detailed in Section 5.0 Contract Terms and Conditions. Provide evidence of the vendor's ability to shorten the time frame between receiving a service call to problem solution. C. Describe how vendor deals with shipping delays. Indicate method and time frame in which vendor will notify CP member of delay. D. Detail the number of products vendor stocks and the location. Indicate whether vendor manufactures the products. E. Describe any quality awards or quality certificates the vendor has achieved. Provide supporting documentation and background information about these awards and/or certificates. F. HCDE/CP is committed to reducing waste and promoting energy conservation. To that end, vendors are encouraged to provide their environmental policy and green initiative. 7 Online Order Link 2 Please provide website address for processing orders online (if applicable). www.4impdnt.com Page 12 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 7 How to Place an Order 3 Please provide brief description of how to place an order with your company using Choice Partners contract. Choice Partners requires that the vendor reference the HCDE/CP contract number on all quotes, invoices, etc. when using this contract. When placing quote and order requests (on line, email or phone) the CP member will use their assigned code (CP10 is the code we will activate to merge this contract with our apparel contract if awarded). This will prompt the sales representative to use the contract number as well as the pricing discount issued to your organization. It is as simple as that. 7 Delivery 4 Does your company Provide delivery of your supplies and equipment offered to members in our cooperative? Yes 7 Freight Terms 5 Please provide your freight terms under this contract. Please include any levels for free freight in addition to how the price for freight will be determined. Freight is to be FOB Destination and Prepaid and Allowed. This will appear as a separate line item on all quotes, orders and invoices. Freight is determined by weight and distance and will be quoted on all orders. 7 Credit Card Acceptance 6 Can you take payments via credit card? Yes 7 Credit Card Terms 7 Do you charge an additional fee for paying by credit card? No 7 Texas Ethics Commission Form 1295 8 Please enter your confirmation number from the Texas Ethics Commission for form 1295 competition. Upload your completed form in the Response Attachments Section of this RFP. 2 221-743723 7 Involvement of Sales Representatives 9 Number of sales reps who will be trained and authorized to quote the proposed pricing and/or discounts (if contract is awarded)to Choice Partners members. 20+ 8 Involvement of Sales/Service Centers 0 Describe the number of service/sales centers where the proposed pricing and/or discounts will be made available to Choice Partners members. N/A E-Commerce 8 Internal Communication and Reporting Requirements 1 How will the person your company assigns to the reporting function (Refer to Section 5.28.) be made aware of the transactions subject to the reporting requirement? We will run a report based on your assigned code. Page 13 of 24 pages Vendor:4im4xint Inc. 21/048SG Addendum 1 Bid Lines 1 Please read regarding discounts and pricing UOM: EA Price: $10.00 Total: $10.00 Item Notes: Bid the line items which are applicable to your main line of business. Enter "no bid" on items not applicable to your line of business. Note: Lines pricing below will used to evaluate your company's "apples to apples" price competitiveness on common items and likely purchases by Choice Partners member organizations. Pricing requested below may not be indicative of members actual purchases. Where applicable, provide landed (delivered) pricing to Houston, TX 77055 (unless otherwise specified in the item description) for the below items. Read descriptions all the way through. Bid instructions are on the last line. There's a separate required item to specify "set up" cost on items where set up cost is sometimes applied. Assume customer provides design or logo, but you may have to resize and "proof" for approval before order. For "or equal" pricing, indicate the product sku or other identifying information for reference in the comment line. Price unit price (1 item) for the quantity indicated. Example, if 10 items total $110 including shipping and factoring discount, input $11.00 for unit price. Do not add tax. Supplier Notes: I Please see attached proposal for offer details. 10% discount offered. Page 14 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 2 Percentage discount off Promotional and Commemorative Items Total: 10% Item Notes: Provide percentage off of your list price for purchase of Promotional and Commemorative Items. If you are offering a range of percentages for your entire catalog, website or price list, please input the average of the high and low "percentage off"then click "Add Notes" (to the right) and input the range in the "Supplier Note" box. If this is a "no bid" item, put zero and type "No Bid" in the "Supplier Note" box. A retail price list or current catalog must be attached. Supplier Notes: I Please see attached proposal for offer details Item Attributes 1. Percentage Discount Please see attached proposal for offer details 3 Recyclable Plastic Conference Materials Sack with Cut Out Handles Quantity: 1 UOM: EA Unit Price: $0.84 Total: $0.84 Manufacturer: N/A Manufacturer#: N/A Item Notes: Recyclable Plastic Conference Materials Sack with Cut Out Handles Suitability: Gathering/Carryinging / Distributing tradeshow brochures, fliers, and handouts Capacity: minimum 2-1/2 Ibs of paper products without stretching handle Handles: Die Cut (hand size) handles Material: Recycleable Plastic Size: (Minimum) 15" Height 13"Width Color: Choice of color Printing: Printed single color logo/design on both sides Instructions: Bid unit cost assuming an order quantity of 100 Supplier Notes: 15 x 12. Item 16043-1512. Based on minimum quantity of 250 with one color/one sided imprint only. Pricing above is for items (162.00) + set up of 58.50 and shipping of 10.40 Page 15 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 Item Attributes 1. Initial set-up cost: Assume that customer provides logo/design Assume that customer provides logo/design $58.50 4 Tote Bag Quantity: 1 UOM: EA Unit Price: $1.70 Total: $1.70 Manufacturer: N/A Manufacturer#: N/A Item Notes: Tote Bag Suitability: Gathering gathering larger volumes of tradeshow brochures, fliers, and handouts Capacity: minimum 15 Ibs of a variety of items, mostly paper-based items Handles: Dual reinforced handles for shoulder hang/carry Material: GSM non-woven polypropylene(Min 80 GSM), Canvas, Cotton, OR alternate durable material. Color: Choice of color Size: (Minimum) 14-1/2"X 13"X 10" Other: Flat bottom insert for stability Printing: Printed single color logo/design on both sides Instructions: Bid unit cost assuming an order quantity of 100 Supplier Notes: Item 136839-1413. Based on minimum quantity of 150 units. One color/one sided imprint. Price above based on item cost of 222.75 + set up cost of 58.50 and shipping cost of 32.79 Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Initial Set up cost: Assume that customer provides logo/design $58.50 Page 16 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 5 6"X 4" Sticky Note Pad with Logo Quantity: 1 UOM: EA Unit Price: $1.10 Total: $1.10 Manufacturer: N/A Manufacturer#: N/A Item Notes: Sticky Note Pad with Logo Color: White (or choice of color) Size: 6"X 4", 25 sheets per pad Paper: between 60-701b range (text-weight) Sticky back at top of sheets Carboard backer on each pad Printing: Minimum two colors for design Instructions: Bid unit cost (per pad) assuming an order quantity of 100 or nearest case quantity Supplier Notes: Item 2378-25. Based on minimum quantity of 250 units. Full color imprint. Price above based on item cost of 258.75 + shipping cost of 15.74 Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Initial Set up cost: Assume that customer provides logo/design $0.00 6 Washable face mask with logo Quantity: 1 UOM: EA Unit Price: $3.58 Total: $3.58 Manufacturer: N/A Manufacturer#: N/A Item Notes: Washable face mask with logo Suitability: Cover mouth and nose, display logo Reuse: Washable without design fade Material: lightweight, breathable, stretchable fabric suitable for a non-surgical facemask and logo display Color: Choice of color Size: one-size-fits-all Printing: Printed single color logo/design Supplier Notes: Item 158533. Based on an order of 100 units. Unit cost 314.10 + set up cost of 36 + shipping cost of 8.19 Page 17 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Initial Set up cost: Assume that customer provides logo/design $36.00 7 Hand Sanitizer Quantity: 1 UOM: EA Unit Price: $1.62 Total: $1.62 Manufacturer: N/A Manufacturer#: N/A Item Notes: Hand Sanitizer Suitability: Give away for brand promotion Spec: min 62% ethyl alcohol Volume: 1/2 ounce (minimum) Container: transparent plastic Printing: Printed two color logo/design on one side Instructions: Bid unit cost assuming an order quantity of 100 Supplier Notes: item 157185-12 Based on qty. of 100. Full Color item. Item price of 112.50 + set up of 40.50 and shipping of 9.15 Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Initial Set up cost: Assume that customer provides logo/design $40.50 Page 18 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 8 Stress Ball Quantity: 1 UOM: EA Unit Price: $1.46 Total: $1.46 Manufacturer: N/A Manufacturer#: N/A Item Notes: Stress Ball Suitability: Give away for brand promotion Material: Polyurethane Foam Color: Choice of color Size: 2-1/2 - 3 inches Printing: Printed single color logo/design on 1 side, Printed area no smaller than 1-1/2" X 1-1/2" Instructions: Bid unit cost assuming an order quantity of 50 or closest box size Supplier Notes: item 16018 Based on minimum quantity order of 150 units. One color/one side imprint Item cost 147.15 + set up of 54.00 + shipping of 18.08 Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Initial Set up cost: Assume that customer provides logo/design $54.00 Page 19 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 9 Windbreaker Jacket Quantity: 1 UOM: EA Unit Price: $23.79 Total: $23.79 Manufacturer: N/A Manufacturer#: N/A Item Notes: Windbreaker Jacket Windbreaker Jacket Suitability: Employee recognition, brand display, water and wind resistant Material: polyester or similar fabric, water resistant coating, non-wrinkle fabric clean look. Color: Choice of color Printing: Printed single color logo/design on right or left chest Closure: Zippered front Size: Small through XXXL Instructions: Bid unit cost assuming an order quantity of 15 in various sizes Supplier Notes: Item 150816-s Based on order of 15, screen printed one color on left chest. Item cost 304.43 + set up of 36.00 and shipping cost of 16.40 Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Set up cost: Assume that customer provides logo/design $36.00 Page 20 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 I Collapsible Event Canopy, 10'X 10' 0 Quantity: 1 UOM: EA Unit Price: $418.65 Total: $418.65 Manufacturer: N/A Manufacturer#: N/A Item Notes: Collapsible Event Canopy, 10'X 10' Suitability: Sturdy and dependable for frequent re-use, inside or outside, waterproof, weather resistant, Material: Weatherproof, UV resistant, Fire retardent Fire retardent, mold resistent. Must not fade, sag, or lose shape with frequent re-use. Frame: Rust resistant. (Aluminum, galvanized, or powder coated steel), durable construction, 4 legs, no center pole, unobstructed clearance under each eave. Must come with stakes and tie down cords Must fold and fit into a storage container Case: Canvas or other durable material Size: (Minimum) 10'X 10' Height: 7' clearance under eave at full height. No taller than 10' overall. Color: Choice of color Printing: Printed single color, logo/design on one Eave Instructions: Bid unit cost assuming an order quantity of 1 Supplier Notes: item 8921 1359.10 unit cost plus 59.55 ship cost. Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Initial Set up cost: Assume that customer provides logo/design $0.00 Page 21 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 I Vacuum Travel Tumbler 1 Quantity: 1 UOM: EA Unit Price: $11.97 Total: $11.97 Manufacturer: N/A Manufacturer#: N/A Item Notes: Vacuum Travel Tumbler Volume: 18-24 oz Construction: Double wall stainless steel construction Finish: Stainless Steel finish Printing: Black (or choice of color) Instructions: Bid unit cost assuming an order quantity of 20 Supplier Notes: item 138473-1 Based on minimum quantity order of 24. Laser Engraved. unit cost 246.02 plus set up cost of 27 plus ship cost of 14.16 Item Attributes 1. Initial Set up cost: Assume that customer provides logo/design Initial Set up cost: Assume that customer provides logo/design $27.00 Page 22 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 I Free-Standing Retractable banner(unrolls from base) display with stand 2 Quantity: 1 UOM: EA No Bid Manufacturer: N/A Manufacturer#: N/A Item Notes: Free-Standing Retractable banner(unrolls from base) display with stand Suitable for frequent and repetitive use as a backdrop at tradeshow events Assembles and disassembles into a durable storage bag (canvas or similar heavy duty material bag) Display Material: 13 oz Smooth matte or gloss vinyl, retracts into base when not in use. Durable base and high tension spring for retraction frame must reliably secure all 4 corners with no wrinkles or slack on any edge or part of the display Include full color imprint based on customer supplied graphics minimum size 80"X 70" free standing Instructions: Bid unit cost assuming an order quantity of 1 Item Attributes 1. Set up cost: Assume that customer provides logo/design Set up cost: Assume that customer provides logo/design No response Page 23 of 24 pages Vendor:4im4xint Inc. 21/048SG Addendum 1 I Free-standing Literature Rack 3 Quantity: 1 UOM: EA Unit Price: $257.40 Total: $257.40 Manufacturer: N/A Manufacturer#: N/A Item Notes: Free-standing Literature Rack Shelves: minimum 6, staggered and set back at an angle for visibility of printed material. Size: (Minimum) 50" height, 9" - 12"width Material: May be any lightweight durable, no-rust material such as plexiglass, or powdercoat steel Frame: Durable construction, plastic or metal. Instructions: Bid unit cost assuming an order quantity of 1. Supplier Notes: item 133423-G shipping will be 17.82 and set up is free 1 Hourly rate for design work 4 UOM: EA Price: $0.00 Total: $0.00 Item Notes: Hourly rate for design work Supplier Notes: I we do not charge extra for artwork. Response Total: $732.11 Page 24 of 24 pages Vendor:4im4irint Inc. 21/048SG Addendum 1 EXHIB ._ a C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO f vendor doing business with local governmental entity This questionnaire reflects changes made to the law by fit.& 23, 84th Leg., Regular session. OFFICEUSEONLY This questionnaire is being filer in accordance with Chapter 17€.. Local Government Cede,by a vendor who � as a business relationship as define€i by Section i f r;. €) � -a with a local governmental entity and the vendor meets requirements under Section 1 6.006(a). By law this auest€onnaire must be filed with the rel-lords ds administrator of the local governmentai entity not later than the 7th business clay after the date the Vendor becomes aware of facts that reauire the statement to be filed. See Section; ;76,046 a-1 j. Local Government Code. A vendor corn'its an offense if the veridor knowingly violates Section 176.006.. Local Government Cade. An offense under this section is a misdemeanor. 3 Name of vendor who has a business relationship with local governmental entity. imprint, Inc 2 Check this box if you are�filing an update to a previously filed questionnaire.(the law requires that you file an updated cotpleted questionnaire with the appropriate filing authority not later than the 7th business day after the state oil which ,/ou became aware that the originally ?led g�est�onnaire was incomplete or Inaccurate.! 3 lame of local government officer about whore the information is being disclosed. N/A Name of Officer 114 Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section t7 .b03(a)( )(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. is the local government officer or a family member of the officer receiving or likely to receive taxable income; other than investment income, from the vendor? 'es l No B. Is the vendor receiving or likely to receive taxable income,other than investment income,fro n or at the direction of the local government officer or a family member of the officer AND the taxable inc,orne is not received from the local governmental entity's us El No I 3 Describe each employment or business relationship that the vendor named in Section I maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds a ownership interest of one percent or more. /A 6 ElCheck this box if the vendor has given the local government officer or a famiiy member of the officer one or more gifts as described in Section 176-003(a 2)113 , excluding gifts described in Sections 176.003(a-1), 11!23122 Sig YsI uure>c vendor doi business witt: the r overrrn;ental entity Date J Form provided fly Texas Ethics Uorrrrnissiox www,etnics.state.tx.us Revised °tV2021 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 http://www.statutes.legis.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) 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,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