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Home My WebLink AboutContract 59499CSC No. 59499 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between The Penworthy Company, LLC ("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 — Vendor's Price Quote; 3. Exhibit B — BuyBoard Contract 609-20; 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 goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of up to 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 shall be from the date it is signed by the Assistant City Manager and ending on May 31, 2023. City shall be able to renew this agreement for two one-year renewal options by written agreement of the parties so long as the underlying cooperative agreement is extended or a successor agreement is entered into for the same goods. 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. Cooperative Purchasing Agreement CFW & Penworthy Company, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth The Penworthy Company Attn: Jesica McEachern, Assistant City Manager Attn: Holly Ritz, President 200 Texas Street 219 N Milwaukee St. Ste. 4 Fort Worth, TX 76102-6314 Milwaukee, WI 53202 Facsimile: (817) 392-8654 Facsimile: NA With copy to Fort Worth City Attorney's Office at same address The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS] Cooperative Purchasing Agreement Page 2 of 42 CFW & Penworthy Company, LLC CITY OF FORT WORTH: By: Name: Jesica McEachern Title: Assistant City Manager Date: 05/30/2023 APPROVAL RECOMMENDED: RM Name: Marilyn Marvin Title: Interim Library Director CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: rg S;wAG Timothy 5hida (May 19, 202312:04 CDT) Name: Timothy Shidal Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: ATTEST: ` By: Andrea Pk7 ff #05 Andrea Phillips (May22, 2 23 08:53 CDT) Name: Andrea Phillips Title: Assistant City Attorney I 4,p4vonn4 By:000as CONTRACT AUTHORIZATION: Name: Jannette Goodall ��Ik,� M&C: N/A Title: City Secretary ��oo o=d P°a - — atl rEXASo4.0, nbnaa'd'�' The Penworthy Company, LLC: By: 4ae. Title: Date: ZOz� Cooperative Purchasing Agreement CFW & Penworthy Company, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX .2 EXHBIT A 0 Price Quote: May, 10, 2023 Customer # 6430108_001 Company Name: Fort Worth Public Library To submit your order and for all order questions, please contact Billing Fort Worth Public Library Kris Cunningham Shipping Fort Worth Public Library 219 N Milwaukee St Milwaukee, WI 53202 Phone 800-262-2665 x 252 PO Customer Service 1-800-262-2665 Fax 414-287-4602 Special Comments BuyBoard 609-20 Item Number T"11111 Qty Extended Price, 9965 All About Magnets $ 10999 0% 1 $ 10999 10202 Biscuit Phonics Kit $ 13599 0% 1 $ 13599 10155 Engineering Gears and Mazes $ 18699 0% 1 $ 18699 10163 1 Love Animals Kit $ 11999 0% 1 $ 11999 10201 Money, Math and Economics $ 14599 0% 1 $ 14599 10151 Ready, Set, Kindergarten Kit $ 101 99 0% 1 $ 101 99 10145 Understanding the Universe $ 14599 0% 1 $ 14599 Total 7 $ 946.93 Notes - Availability is determined when PO is received Large Orders (>12 kits) maybe require a special order resulting in longer delivery times All kits are non -returnable and non-refundable No cataloging or processing is available Cooperative Purchasing Agreement -Exhibit A Page 4 of 42 CFW & Penworthy Company, LLC PwBoard ® EXHIBIT B Cooperativeft h3sfrig P.O. Box 400 Austin, TX 78767-0400 800.595, 2919 J 512.467.0222 / Fax: 800,211, 5454 buyboard. com April 29, 2020 Sent Via Email: bid.administrator@penworthy.com Kasey Matsayko The Penworthy Company, LLC 219 N. Milwaukee St. Milwaukee, WI 53202 Welcome to BuyBoard! Re: Notice of The Local Government Purchasing Cooperative Award Proposal Name and Number: Library Books, Used Textbooks, and Other Books, Proposal No. 609-20 Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above -referenced Proposal. The contract is effective 6/1/2020 through 5/31/2021, with two possible one-year renewals. The contract documents are those identified in Section 3 of the General Terms and Conditions of the specifications. To view the items your company has been awarded, please review the proposal tabulation No. 609-20 on the following web -site: www.buyboard.com/vendor. Only items marked as awarded to your company can be sold through the BuyBoard contract. In addition, on this website you will find the membership list which will provide you with the names of all entities with membership in our purchasing cooperative. Enclosed with this letter you will find the following documents: 1. Vendor Quick Reference Guide 2. BuyBoard License and Identity Standards You are advised that receipt of a purchase order directly from a Cooperative member is not within the guidelines of the Cooperative. Accepting purchase orders directly from Cooperative members may result in a violation of the State of Texas competitive bid statute and termination of this Cooperative BuyBoard contract. Therefore, all purchase orders must be processed through the BuyBoard in order to comply. Please forward by email to info@buyboard.com any order received directly from a Cooperative member. If you inadvertently process a purchase order sent directly to you by a Cooperative member, please email the order info@buyboard.com and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the Texas Association of School Boards, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, please contact Cooperative Procurement Staff at 800-695-2919. Sincerely, Arturo Salinas Department Director, Cooperative Procurement v.6.5 Cooperative Purchasing Agreement -Exhibit B CFW & Penworthy Company, LLC * -+r-r,Page 5 of 42 The Coca! Government Purchasing Cooperative rs endorsed by the Texas Association of School Boards, UAA=: Tea Texas Municipal League, Texas Association of Counties, and the Texas Association of School Administrators. EXHIBIT B B�a�dNational School Endorsed by 'NSBA' Boards Assoriation April 29, 2020 Sent Via Email: bid.administrator@penworthy.com Kasey Matsayko The Penworthy Company, LLC 219 N. Milwaukee St. Milwaukee, WI 53202 Welcome to BuyBoard! Re: Notice of National Purchasing Cooperative Award Proposal Name and Number: Library Books, Used Textbooks, and Other Books, Proposal No. 609-20 Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard® contract based on the above -referenced Proposal. As provided for in the Proposal and your National Purchasing Cooperative Vendor Award Agreement, you are authorized to sell the goods and services awarded under the Proposal to National Cooperative members in states other than Texas through the BuyBoard. The contract is effective 6/1/2020 through 5/31/2021, with two possible one-year renewals. The National Cooperative membership list is available at our website www.buyboard.com/vendor. The list identifies the current members that may purchase awarded goods and services under your National Cooperative BuyBoard contract. You are advised that receipt of a purchase order directly from a National Cooperative member is not within BuyBoard guidelines. Accepting purchase orders directly from Cooperative members may result in a violation of applicable competitive procurement law and termination of this National Cooperative BuyBoard contract. Therefore, all purchase orders from National Cooperative members must be processed through the BuyBoard. Please forward by e-mail to info@buyboard.com any order received directly from a National Cooperative member. If you inadvertently process a purchase order sent directly to you by a National Cooperative member, please fax the order to the above number and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, please contact Cooperative Procurement Staff at 800-695-2919. Arturo Salinas Department Director, Cooperative Procurement v.6.5 Cooperative Purchasing Agreement -Exhibit B CFW & Penworthy Company, LLC P0. Box 400. Austin, Texas 78767-0400 Page 6 of 42 800.695.2919 - buyboard.com EXHIBIT B &UHoard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com PROPOSER'S AGREEMENT AND SIGNATURE Proposal Name: Library Books, Used Textbooks, and Other Books Proposal Number: 609-20 Contract Time Period: June 1, 2020 through May 31, 2021 with two (2) possible one-year renewals. The Penworthy Company LLC Name of Proposing Company 219 N Milwaukee Street Street Address Milwaukee, WI 53202 Proposal Due Date/Opening Date and Time: November 14, 2019 at 4:00 PM Location of Proposal Opening: Texas Association of School Boards, Inc. BuyBoard Department 12007 Research Blvd. Austin, TX 78759 Anticipated Cooperative Board Meetinu Date: April 2020 10/10/2019 Date Signature of Authorized Company Official Kasey Matsayko City, State, Zip Printed Name of Authorized Company Official 414-921-1506 Bid Administrator Telephone Number of Authorized Company Official Position or Title of Authorized Company Official 414-287-4602 Fax Number of Authorized Company Official 81-2043142 Federal ID Number Cooperative Purchasing Agreement -Exhibit B Page 7 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &UHoard ® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com The proposing company ("you" or "your") hereby acknowledges and agrees as follows: You have carefully examined and understand all Cooperative information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Terms and Conditions, attachments/forms, item specifications, and line items (collectively "Requirements"); 2. By your response ("Proposal") to this Proposal Invitation, you propose to supply the products or services submitted at the prices quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal; 3. Any and all deviations and exceptions to the Requirements have been noted in your Proposal and no others will be claimed; 4. If the Cooperative accepts any part of your Proposal and awards you a contract, you will furnish all awarded products or services at the prices quoted and in strict compliance with the Requirements (unless specific exceptions are noted in the Proposal and accepted by the Cooperative), including without limitation the Requirements related to: a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similar customers; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy -back contract by another governmental entity or nonprofit entity, in which event you will offer the awarded goods and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your contract; 5. You have clearly identified on the included form any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under a Texas Public Information Act request or similar public information law; 6. The individual signing this Agreement is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a form) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements; 7. You have carefully reviewed your Proposal, and certify that all information provided is true, complete and accurate, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and 8. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, may disqualify you from consideration for a contract award under this Proposal Invitation or result in termination of an award or any other remedy or action provided for in the General Terms and Conditions or by law. Cooperative Purchasing Agreement -Exhibit B Page 8 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &UHoard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com Name of Company: VENDOR CONTACT INFORMATION The Penworthy Company LLC Vendor Proposal/Contract Contact Name Kasey Matsayko bid.administrator@penworthy.com Vendor Proposal/Contract Contact E-mail Address: Vendor Contact Mailing Address for Proposal/Contract Notices: Company Website: www.penworthy.com PO Box 511160, Milwaukee, WI 53203 Purchase Orders: All purchase orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to vendors to assist them with retrieving their orders. Please select options below for receipt of purchase orders and provide the requested information: 0 I will use the internet to receive purchase orders at the following address: Purchase Order E-mail Address: Info@penworthy.com Purchase Order Contact: Annie Harrell Phone: 800-262-2665 Alternate Purchase Order E-mail Address: bid.administrator@penworthy.com Alternate Purchase Order Contact: Kasey Matsayko Phone: 414-921-1506 ❑ Purchase orders may be received by the Designated Dealer(s) identified on my company's Dealer Designation form as provided to the Cooperative administrator. I understand that my company shall remain responsible for the Contract and the performance of all Designated Dealers under and in accordance with the Contract. Request for Quotes ("RFO"): Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs: RFQ E-mail Address: info@penworthy.com Annie Harrell RFQ Contact: Alternate RFQ E-mail Address: Phone: 800-262-2665 bid.administrator@penworthy.com Alternate RFQ Contact: Kasey Matsayko Phone: 414-921-1506 Cooperative Purchasing Agreement -Exhibit B Page 9 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &UHoard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com Invoices: Your company will be billed monthly for the service fee due under a contract awarded under this Proposal Invitation. All invoices are available on the BuyBoard website and e-mail notifications will be sent when they are ready to be retrieved. Please provide the following address, contact and e-mail information for receipt of service fee invoices and related communications: Please choose only one (11 of the following options for receipt of invoices and provide the requested information: ■❑ Service fee invoices and related communications should be provided directly to my company at: Invoice Mailing address: PO Box 511160 City: Milwaukee Contact Name: Lanette Gincer State: WI Accounts Payable Department: ___ __ Zip Code: 53202 Phone: 800-262-2665 Invoice Fax: 414-287-4602 Invoice E-mail Address: info @penworthy.com Alternative Invoice E-mail Address: bid. ad min istrator@penworthy.com ❑ In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent": Billing agent Mailing address: City: Billing Agent Contact Name: Billing Agent Fax: State: Billing Agent E-mail Address: Alternative Billing Agent E-mail Address: Department: Zip Code: Phone: ** If Vendor authorizes a billing agent to receive and process service fee invoices, in accordance with the General Terms and Conditions of the Contract, Vendor specifically acknowledges and agrees that nothing in that designation shall relieve Vendor of its responsibilities and obligations under the Contract including, but not limited to, payment of all service fees under any Contract awarded Vendor, Cooperative Purchasing Agreement -Exhibit B Page 10 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &Uiloard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com FELONY CONVICTION DISCLOSURE AND DEBARMENT CERTIFICATION FELONY CONVICTION DISCLOSURE Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Section 44.034 further states in Subsection (b): "A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." Please check W) one of the following: ❑ My company is a publicly -held corporation. (Advance notice requirement does not apply to publicly -held corporation.) ■❑ My company is not owned or operated by anyone who has been convicted of a felony. ❑ My company is owned/operated by the following individual(s) who has/have been convicted of a felony: Name of Felon(s): Details of Conviction(s):______________ By signature below, I certify that the above information is true, complete and accurate and that I am authorized by my company to make this certification. The Penworthy Company LLC Company Name Kasey Matsayko Signature of Authorized Company Official Printed Name DEBARMENT CERTIFICATION Neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension," as described in the Federal Register and Rules and Regulations. Neither my company nor an owner or principal of my company is currently listed on the government -wide exclusions in SAM, debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. My company agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from my company if my company or an owner or principal is later listed on the government -wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. The Penworthy Company LLC ."1i llysb- byKssyl�tat ko Company Name _'_ LLY out-aYkoi o=TM1c PenwottM1y Bid AC'1" .'1b' d3dmn.L,3 , Penw,«Y nm. Kasey Matsayko Date 3o1911 141 0 1 ] 5'.-Jb'0o' Signature of Authorized Company Official Printed Name Cooperative Purchasing Agreement -Exhibit B Page 11 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &Uiloard ] Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com RESIDENT/ NONRESIDENT CERTIFICATION Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a "resident" proposer 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. A "nonresident" proposer is a person who is not a Texas resident. Please indicate the status of your company as a "resident" proposer or a -nonresident" proposer under these definitions. Please check M one of the following: ❑ I certify that my company is a Resident Proposer. ■❑ I certify that my company is a Nonresident Proposer. If your company is a Nonresident Proposer, you must provide the following information for your resident state (the state in which your company's principal place of business is located): The Penworthy Company LLC 219 N Milwaukee Street Company Name Address Milwaukee wl 53202 -------------------------------------------- City State Zip Code A. Does your resident state require a proposer whose principal place of business is in Texas to under -price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? ❑ Yes 0 No B. What is the prescribed amount or percentage? $--_— ---- —__ or ____---_—_% VENDOR EMPLOYMENT CERTIFICATION Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor's ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas. If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas? Please check W) one of the following: ❑ Yes 0 No By signature below, I certify that the information in Sections 1 (Resident/Nonresident Certification) and 2 (Vendor Employment Certification) above is true, complete and accurate and that I am authorized by my company to make this certification. The Penworthy Company LLC Company Name Digitally,,gnedbyKaseyMatsayku DN _Km yM,, ayko —The AdAdnw by Company LLC,ou=Bid minirtrator, mail=6�dadm,ttamr,mpen.vurchy e-DS Date 20191114101824-0600' Kasey Matsayko --------------------------- Signature of Authorized Company Official --------------------- Printed Name Cooperative Purchasing Agreement -Exhibit B Page 12 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &Uiloard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com NO ISRAEL BOYCOTT CERTIFICATION Effective September 1, 2017, as amended effective May 7, 2019 (H.B. 793), a Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. (TEX. Gov'T CODE Ch. 2270). Accordingly, this certification form is included to the extent required by law. "Boycott Israel" means 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 specifically 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. TEx. Gov'T CODE §808.001(1). By signature below, I certify and verify that Vendor does not boycott Israel and will not boycott Israel during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification. The Penworthy Company LLC Digitally signed by Kasey Matsayko DN Company Name cn=Kasey Matsayko, o The Pedt i, ratby Company LLC, -Bid Administor, bid.administrator`apenworthyc Kasey Matsayko m e=US Date:201019 11 14 10 18 51-05'00' Signature of Authorized Company Official Printed Name Note; If Vendor does not wish to make this certification, return the blank form in lieu of a completed certification, NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION Effective September 1, 2017, Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization - specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) By signature below, I certify and verify that Vendor is not on the Texas Comptroller's list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification. The Penworthy Company LLC o,gtacn=lysigdb atsaykn Company Name DN: KaseyM atsaykyk.,o, .—The Ad-o YCompany LLC, ou=Bid Administrator, ai=bid.admmirtrator<p—n �t 201=Ds asey atsay o oare:�msn to tat9as -o5aa• Signature of Authorized Company Official Printed Name Cooperative Purchasing Agreement -Exhibit B Page 13 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &Uiloard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION A proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or "MWBE" and all referred to in this form as a "HUB' is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The electronic catalogs will indicate HUB certifications for vendors that properly indicate and document their HUB certification on this form. Please check (V) all that apply: ❑ I certify that my company has been certified as a HUB in the following categories: ❑ Minority Owned Business ❑ Women Owned Business ❑ Service -Disabled Veteran Owned Business (veteran defined by 38 U.S.C. §101(2), who has a service -connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 20% or more as determined by the U. S. Department of Veterans Affairs or Department of Defense) Certification Number: Name of Certifying Agency: 0 My company has NOT been certified as a HUB. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. The Penworthy Company LLC ------------------- Company Name Kasey Matsayko --------- ------------------------ Printed Name LN a. 1nn, Signature of Authorized Company Official Cooperative Purchasing Agreement -Exhibit B Page 14 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &UHoard ® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com CONSTRUCTION- RELATED GOODS AND SERVICES AFFIRMATION A contract awarded under this Proposal Invitation covers only the specific goods and services awarded by the BuyBoard. As explained in the BuyBoard Procurement and Construction Related Goods and Services Advisory for Texas Members ("Advisory's, Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This BuyBoard contract does not include such services. Architecture or engineering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy. The Advisory, available at buvboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that are potentially relevant to a Cooperative member's procurement of construction or construction -related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. By signature below, the undersigned affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction -related goods or services to a Cooperative member under a BuyBoard contract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before executing a Member Construction Contract with the member or accepting the member's purchase order for construction -related goods or services, whichever comes first. The Penworthy Company LLC D,g,ta ly,,g-d by K—y Mat yko Company Name ON _K... Y M'_yko..-The een -ly Company LLC, ou=Bid dminiz[r�tor, bidadmi oaie zm 9 1121 zs rapen,"on Kasey Matsayko hY« �-�sn u m m -aeroa� Signature of Authorized Company Official Printed Name 10/29/2019 Date Cooperative Purchasing Agreement -Exhibit B CFW & Penworthy Company, LLC Page 15 of 42 Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &Uiloard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com DEVIATION AND COMPLIANCE If your company intends to deviate from the General Terms and Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form or an attachment to this form. The Cooperative will consider any deviations in its contract award decision, and reserves the right to accept or reject a proposal based upon any submitted deviation. In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation if awarded a contract under this Proposal Invitation. A deviation will not be effective unless accepted by the Cooperative. The Cooperative may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding any submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a proposal based upon any submitted deviation. Please check (V) one of the following: ■❑ NO; Deviations ❑ Yes; Deviations List and fully explain any deviations you are submitting: PLEASE PROVIDE THE FOLLOWING INFORMATION: 1. Shipping Via: ❑■ Common Carrier ❑ Company Truck ❑ Prepaid and Add to Invoice ❑ Other: 2. Payment Terms: ❑■ Net 30 days ❑ 1% in 10/Net 30 days ❑ Other: 3. Number of Days for Delivery. 5/20 _ARO 5 for non -cataloged items, 20 for cataloged items. _ 4. Vendor Reference/Quote Number: 5. State your return policy: PenBuyBoard Penworthy Prebound Books are guaranteed to meet your expectation for durability. If any Penworthy Prebound title does not meet your quality expectation, we'll replace it. All other materials may be returned within 30 days of receipt. 6. Are electronic payments acceptable? ❑Yes ❑■ No 7. Are credit card payments acceptable? ❑■ Yes ❑ No The Penworthy Company LLC Company Name DN �LLYM,vko.o-anw -r-, m, e'z0;g;° „ono�-0oQo—hy I- Kasey Matsayko Signature of Authorized Company Official Printed Name Cooperative Purchasing Agreement -Exhibit B Page 16 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &Uiloard ] Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com LOCATION/AUTHORIZED SELLER LISTINGS If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. _N/A Company Name Address City Phone Number Contact Person _N/A Company Name Address City Phone Number Contact Person State State Fax Number Fax Number Zip Cooperative Purchasing Agreement -Exhibit B Page 17 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &UHoard 0 Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com MANUFACTURER DEALER DESIGNATION If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers ('Designated Dealers") to receive Cooperative member Purchase Orders on Vendor's behalf, you must complete this form for each dealer you wish to designate. Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor's convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor's Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor's Contract for nonpayment of service fees. If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing. The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated Dealer to cease accepting Purchase Orders or otherwise acting on Vendor's behalf under the Contract. Further, the Cooperative's administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion. If you wish to designate a dealer to service a contract awarded under this Proposal Invitation, please list the Designated Dealer below and have this form signed by an official of your company authorized to make such designation. If you wish to designate multiple dealers, please duplicate this form as necessary. N/A Designated Dealer Name Designated Dealer Address City Phone Number Email address Designated Dealer Contact Person Your Company Name State Zip Fax Number Designated Dealer Tax ID Number* (*attach W-9) Signature of Authorized Company Official Cooperative Purchasing Agreement -Exhibit B Page 18 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &UHoard ® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com TEXAS REGIONAL SERVICE DESIGNATION The Cooperative (referred to as "Texas Cooperative" in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. If you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service on this form. Ifyou propose to serve different regions for different products or services included in your proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies in the space provided at the end of this form. By designating a region or regions, you are certifying that you are authorized and willing to provide the proposed products and services in those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on this form. Regional Education Service Centers The Penworthy Company LLC Company Name __ dadm��,�,�_am, y m Signature of Authorized Company Official Kasey Matsayko Printed Name 0 I will service Texas Cooperative members statewide. ❑ I will not service Texas Cooperative members statewide. I will only service members in the regions checked below: Reciion Headquarters ❑ 1 Edinburg ❑ 2 Corpus Christi ❑ 3 Victoria ❑ 4 Houston ❑ 5 Beaumont ❑ 6 Huntsville ❑ 7 Kilgore ❑ 8 Mount Pleasant ❑ 9 Wichita Falls ❑ 10 Richardson ❑ 11 Fort Worth ❑ 12 Waco ❑ 13 Austin ❑ 14 Abilene ❑ 15 San Angelo ❑ 16 Amarillo ❑ 17 Lubbock ❑ 18 Midland ❑ 19 ElPaso ❑ 20 San Antonio ❑ I will not service members of the Texas Cooperative. Cooperative Purchasing Agreement -Exhibit B CFW & Penworthy Company, LLC Page 19 of 42 Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B Board® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com If this Texas Regional Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: N/A Cooperative Purchasing Agreement -Exhibit B Page 20 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B Boar do Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com STATE SERVICE DESIGNATION The Cooperative offers vendors the opportunity to service other governmental entities in the United States, including intergovernmental purchasing cooperatives such as the National Purchasing Cooperative BuyBoard. You must complete this form if you plan to service the entire United States, or will service only the specific states indicated. (Note: If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) If you serve different states for different products or services included in your proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies in the space provided at the end of this form. By designating a state or states, you are certifying that you are authorized and willing to provide the proposed products and services in those states. Designating states in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Please check M all that apply: ❑■ I will service all states in the United States. ❑ I will not service all states in the United States. I will service only the states checked below: ❑ Alabama ❑ Alaska ❑ Arizona ❑ Arkansas ❑ California (Public Contract Code 20118 & 20652) ❑ Colorado ❑ Connecticut ❑ Delaware ❑ District of Columbia ❑ Florida ❑ Georgia ❑ Hawaii ❑ Idaho ❑ Illinois ❑ Indiana ❑ Iowa ❑ Kansas ❑ Kentucky ❑ Louisiana ❑ Maine ❑ Maryland ❑ Massachusetts ❑ Michigan ❑ Minnesota ❑ Mississippi ❑ Missouri ❑ Montana ❑ Nebraska ❑ Nevada ❑ New Hampshire ❑ New Jersey ❑ New Mexico ❑ New York ❑ North Carolina ❑ North Dakota ❑ Ohio ❑ Oklahoma ❑ Oregon ❑ Pennsylvania ❑ Rhode Island ❑ South Carolina ❑ South Dakota ❑ Tennessee ❑ Texas ❑ Utah ❑ Vermont ❑ Virginia ❑ Washington ❑ West Virginia ❑ Wisconsin ❑ Wyoming Cooperative Purchasing Agreement -Exhibit B CFW & Penworthy Company, LLC Page 21 of 42 Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B Board® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com This form will be used to ensure that you can service other governmental entities throughout the United States as indicated. Your signature below confirms that you understand your service commitments during the term of a contract awarded under this proposal. Dptally,gg dby Kasey Matsayko DN. rn=K yMatsayko, LLC, nevAd,hy Company LLC,nBid Administrator, mail=bid adminima ,, pe .,thyco —Us Dat 21911141❑2325 o'x, The Penworthy Company LLC Signature of Authorized Company Official Company Name Kasey Matsayko Printed Name If this State Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: N/A Cooperative Purchasing Agreement -Exhibit B Page 22 of 42 CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 EXHIBIT B &U Boar d'o %J %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT In accordance with the Terms and Conditions associated with this Proposal Invitation, a contract awarded under this Proposal Invitation may be "piggy -backed" by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members throughout the United States. If you agree to be considered for a piggy -back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states you have indicated on the State Service Designation form, in your Proposal. By signing this form, Proposer (referred to in this Agreement as "Vendor") agrees as follows: 1. Vendor acknowledges that if The Local Government Purchasing Cooperative ("Texas Cooperative's awards Vendor a contract under this Proposal Invitation ("Underlying Award"), the National Purchasing Cooperative ('National Cooperative") may - but is not required to - "piggy -back" on or re -award all or a portion of that Underlying Award ("Piggy -Back Award"). By signing this National Cooperative Vendor Award Agreement ("Agreement"), Vendor accepts and agrees to be bound by any such Piggy -Back Award as provided for herein. 2. In the event National Cooperative awards Vendor a Piggy -Back Award, the National Cooperative Administrator ("BuyBoard Administrator's will notify Vendor in writing of such Piggy -Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy -Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing. 3. Vendor agrees that it shall offer its goods and services to National Cooperative members at the same unit pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award. 4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states designated on the State Service Designation Form must be approved in writing by the BuyBoard Administrator. 5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy -Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor's records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees. 6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict. Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 23 of 42 CFW & Penworthy Company, LLC EXHIBIT B Boar do Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com 7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria, Virginia. 8. Vendor acknowledges and agrees that the award of a Piggy -Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy - Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy -Back Award as provided for herein. WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement. The Penworthy Company LLC Name of Vendor ........... an Signature of Authorized Company Official 10/29/2019 Date 609-20 for Library Books, Used Textbooks, and Other Books Proposal Invitation Number K_a_sey_M_atsayko_ Printed Name of Authorized Company Official Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 24 of 42 CFW & Penworthy Company, LLC EXHIBIT B &U Boar d'o Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com FEDERAL AND STATE/ PURCHASING COOPERATIVE EXPERIENCE The Cooperative strives to provide its members with the best services and products at the best prices available from vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $ 591,000__, (The period of the 12 month period is 1/1/2018 _J 12i31i2018_), In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s). By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances. Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing cooperatives as required. FORMER VENDOR (Y/N)? — AWARDED PURCHASING VENDOR? IF YES, LIST YEARS COMMODITY GROUPCURRENT D•• •• 1. Federal General Services Administration N 2. T-PASS (State of Texas) N 3. OMNIA Partners N 4. Sourcewell (NIPA) N 5. E&I Cooperative N 6. Houston -Galveston Area Council (HGAC) N 7. Choice Partners N 8. The Interlocal Purchasing System (TIPS) N 9. Other Y MRPC, GoodBuy, Region 3, Region 5, Region 7, Region 18, NY State, FEDLINK Library Books/Instructional Material s/Books ❑ MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS. CURRENT BUYBOARD VENDORS If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts. Current Discount (%): Explanation: Proposed Discount (%): Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 25 of 42 CFW & Penworthy Company, LLC EXHIBIT B &U Boar d'q Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. D.q.tallysign dby Kasey Mt 1 1=1 Mo'ryko, o-il,, ,— Cmpny LLC, -B,dAd-nnmr. ,1-e oany corn 14US Datr 2019 11 iaioza 47 The Penworthy Company LLC Signature of Authorized Company Official Company Name Kase_y _M_a_t_s_a_y_k_o_ Printed Name Cooperative Purchasing Agreement -Exhibit B CFW & Penworthy Company, LLC Proposal Forms COMM/SVCS v.05.31.2019 Page 26 of 42 EXHIBIT B &U Boar d'o %j %j Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com GOVERNMENTAL REFERENCES For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, including the existing price/discounts you offer each customer. The Cooperative may determine whether prices/discounts are fair and reasonable by comparing prices/discounts stated in your Proposal with the prices/discounts you offer other governmental customers. Attach additional pages if necessary. Quantity/ Entity Name Contact Phone# Email Address Discount Volume 1 Nottingham Country Elem School I Sara Flores 1 281-237-5528 1 sarahflores@katyisd.org 1 0-40% 1 $2,322.79 2 West Hardin Elementary School I Charlene Zwahr 1 936-274-5061 1 czwahr@westhardin.org 1 0-40% 1 $1,740.51 3 Whitney Elementary School I Erin Cadena I erin.cadena@whitneyisd.org 1 254-694-3456 1 0-40% 1 $1,717.28 4 Jean C Few Primary School I James Emfinger 1 409-382-1043 1 jemfinger@jasperisd.net 1 0-40% 1 $860.23 5 Gruver Elementary School I Lisa Miner 1 806-733-2031 1 lisa. m iner@gruverisd. met 1 0-40% 1 $1,578 Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower prices) than indicated? YES ❑■ NO ❑ If YES, please explain: Volume discounts may be given upon request. By signature below, I certify that the above is true and correct and that I am authorized by my company to make this certification. The Penworthy Company LLC Company Name Signature of Authorized Company Official Kasey Matsayko Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 27 of 42 CFW & Penworthy Company, LLC EXHIBIT B &U Board® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com MARKETING STRATEGY For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal. (Example: Explain how your company will initially inform Cooperative members of your BuyBoard contract, and how you will continue to support the BuyBoard for the duration of the contract period.) Attach additional pages if necessary. Penworthy's primary selling and marketing method is one-on-one personal contact. We have three field sales representatives and 6-10 inside sales representatives who work in Texas. They will personally market to Texas schools and libraries using the BuyBoard membership as a talking point. Penworthy will email all Texas contacts informing them of our BuyBoard membership. We have approximately 500 active school and library customers in Texas and an additional 1,200 inactive school and library customers in Texas that may immediately benefit from Penworthy's membership in BuyBoard. Penworthy consistently markets to all contact, including our Texas contact, using many methods including emails, social media posts, Penworthy's rewards programs and conference exhibitions as examples. _The _Penworthy Company LLC Company Name Digital ly signed by Kaiey Matiayk, DN, cn=Kaiey Ma ,yko, r The Penworthy Company LLC, ou=Bid Administrator, mail=bid administramrtapemvorthy cam, c=u5 Dat 219X 141❑2536- 'W Signature of Authorized Company Official Kasey Matsayko -------------------------------- Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 28 of 42 CFW & Penworthy Company, LLC EXHIBIT B &U Board® %J %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com CONFIDENTIAL/ PROPRIETARY INFORMATION A. Public Disclosure Laws All Proposals, forms, documentation, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, including catalogs and pricelists, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et. seq.) or similar disclosure law. Proposer must clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer fails to properly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure law. Proposer will be notified of any third party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential. Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? Please check N) one of the following: ❑E NO, I certify that none of the information included with this Proposal is considered confidential or proprietary. YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is specifically identified on this form. If you responded "YES", you must identify below the specific information you consider confidential or proprietary. List each page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative and its Administrator will not be responsible for a Proposer's failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and its Administrator will disclose information when required by law, even if such information has been identified herein as information the vendor considers confidential or proprietary. Confidential / Proprietary Information: (Attach additional sheets if needed.) Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 29 of 42 CFW & Penworthy Company, LLC EXHIBIT B &U Boar d'q %J %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com B. Copvriaht Information Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain copyright information? Please check (V) one of the following: ❑E NO, Proposal (including forms, documentation, or other materials submitted with the Proposal) does not contain copyright information. ❑ YES, Proposal (including forms, documentation, or other materials submitted with the Proposal) does contain copyright information. If you responded "YES", identify below the specific documents or pages containing copyright information. Copyright Information: (Attach additional sheets if needed.) C. Consent to Release Confidential/Proorietarv/Coovriaht Information to BuvBoard Members BuyBoard members (Cooperative and nonprofit members) seeking to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you identified information on this form as confidential, proprietary, or subject to copyright, and you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such information to BuyBoard members, including posting of such information on the secure BuyBoard website for members. Note: Neither the Cooperative nor its Administrator will be responsible for the use or distribution of information by BuyBoard members or any other party. D. Consent to Release Proposal Tabulation Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publically release, including posting on the public BuyBoard website, a copy of the proposal tabulation for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non -award information. By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. The Penworthy Company LLC Company Name Signature of Authorized Company Official Kasey Matsayko Printed Name 11 /12/2019 Date Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 30 of 42 CFW & Penworthy Company, LLC EXHIBIT B Boar do %j %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com VENDOR BUSINESS NAME By submitting a Proposal, Proposer is seeking to enter into a legal contract with the Cooperative. As such, a Proposer must be an individual or legal business entity capable of entering into a binding contract. Proposers, must completely and accurately provide the information requested below or your Proposal may be deemed non -responsive. Name of Proposing Company: The Penworthy Company LLC (List the legal name of the company seeking to contract with the Cooperative. Do NOT list an assumed name, dba, aka, etc. here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entities, even if affiliated entities, which propose to provide goods or services separately must submit their own Proposals.) Please check M one of the following: Type of Business: Individual/Sole Proprietor Corporation Limited Liability Company Partnership Other State of Incorporation (if applicable): Illinois If other, identify Federal Employer Identification Number: 81 _2043142________ (Vendor must include a completed IRS W-9 form with their proposal) List the Name(s) by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note: If different than the Name of Proposing Company listed above, only valid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name Certificate(s), if applicable, must be attached.) The Penworthy Company LLC Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 31 of 42 CFW & Penworthy Company, LLC EXHIBIT B W=9 (Request for Taxpayer Give Form to the Form (Rev. October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ► co to www.frs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name Is required on this line; do not leavo this line blank. The Penworthy Company LLC 2 Business name/disregarded entity name, If different from above �P 3 Check appropriate box for federal tax classification of the person whose name Is entered an line 1. Check only one of the Y 4 Exemptions codes apply only to P� { pp Y Y ra following seven boxes. certain entities, not Individuals; see Q. 0 ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate Instructions on page 3): e single -member LLC Exempt payee code (If any) 0 0 Limited liability company. Enter the tax classification (C=C corporation, 8=3 corporation, P=Partnership) ► P `0 3 Note: Check the appropriate box In the line above for the tax classiflcation of the singlo-member owner. Do not check Exemption from FATCA reporting LLC if the LLC Is classified as a single -member LLC that Is disregarded from the owner unless the owner of the LLC is LLC is disregarded from U.S. code (if any) a another that not the owner for federal tax purposes. Otherwise, a single -member LLC that ,E Is disregarded from the owner should check the appropriate box for the tax classification of Its owner. 2 ❑ Other (see instructions)► oppPe to accounls m Intalnadoufsldath. U.S) to 5 Address (number, street, and apt. or suite no.) See Instructions. Requester's name and address (optional) o 219 N Milwaukee Street 5 City, state, and ZIP code Milwaukee, WI 53202 7 List account number(s) here (optional) IMB Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number - M - backup withholding. For individuals, this is generally your social security number (S. However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer Identification number (EIN). If you do not have a number, see How to get a TIN, later. Notre: If the account Is In more than one name, see the instructions for line 1 Number To Give the Requester for guidelines on whose number to enter. Also see What Name and or JjCM Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because; (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. gnatu of Her U.a� 11 / 14 / 2 019 Here U.S. perso Date ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.its.govlFormIN9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, Including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-0 (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231 X Cooperative Purchasing Agreement -Exhibit B CFW & Penworthy Company, LLC Form W-9 (Rev. 10-2018) Page 32 of 42 EXHIBIT B Boar do %J %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com EDGAR VENDOR CERTIFICATION (2 CFR Part 200 and Appendix II) When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR"). All Vendors submitting proposals must complete this EDGAR Certification Form regarding Vendor's willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This completed form will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract's general terms and conditions, to address the member's specific contractual needs, including contract requirements for a procurement using federal grants or contracts. For each of the items below, Vendor should certify Vendor's agreement and ability to comply, where applicable, by having Vendor's authorized representative complete and initial the applicable boxes and sign the acknowledgment at the end of this form. If you fail to complete any item in this form, the Cooperative will consider and may list the Vendor's response on the BuyBoard as "NO, 'the Vendor is unable or unwilling to comply, A "NO" response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds. 1. Vendor Violation or Breach of Contract Terms: Contracts for more than the Simplified Acquisition Threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions, as well as any additional terms and conditions in any Purchase Order, Cooperative member ancillary contract, or Member Construction Contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms. 2. Termination for Cause or Convenience: For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the following term and condition shall apply: The Cooperative member may terminate or cancel any purchase order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendor's return policy. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s). If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basis for settlement, is included in the Cooperative member's purchase order, ancillary agreement, or Member Construction Contract agreed to by the Vendor, the Cooperative member's provision shall control. Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 33 of 42 CFW & Penworthy Company, LLC EXHIBIT B Boar do Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com 3. Equal Employment Opportunity: Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. 4. Davis -Bacon Act: When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis -Bacon Act (40 USC 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of Labor are available at wdol.gov. Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor's acceptance of the wage determination. Vendor further agrees that it shall also comply with the Copeland "Anti -Kickback" Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. 5. Contract Work Hours and Safety Standards Act: Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 USC 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 6. Right to Inventions Made Under a Contract or Agreement: If the Cooperative member's Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor agrees to comply with the above requirements when applicable. Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 34 of 42 CFW & Penworthy Company, LLC EXHIBIT B &U Boar d'o Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com 7. Clean Air Act and Federal Water Pollution Control Act: Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended — Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401- 7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act. 8. Debarment and Suspension: Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that Vendor is not currently listed on the government -wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government -wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. 9. Byrd Anti -Lobbying Amendment: Byrd Anti -Lobbying Amendment (31 USC 1352) -- Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non - Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 USC 1352). 10. Procurement of Recovered Materials: For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications as a Cooperative member may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 11. Profit as a Separate Element of Price: For purchases using federal funds in excess of the Simplified Acquisition Threshold, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the Cooperative member shall not exceed the awarded pricing, including any applicable discount, under Vendor's Cooperative Contract. Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 35 of 42 CFW & Penworthy Company, LLC EXHIBIT B Boar do %j %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com 12. General Compliance and Cooperation with Cooperative Members: In addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeoina and record retention reauirements. Vendor Certification: YES, I agree or NO, I do NOT agree Initial IF Vendor Certification Item No. 1. Vendor Violation or Breach of Contract Terms Yes I� 2. Termination for Cause or Convenience Yes K 3. Equal Employment Opportunity Yes 4. Davis -Bacon Act Yes K 1`^ 5. Contract Work Hours and Safety Standards Act Yes 6. Right to Inventions Made Under a Contract or Agreement Yes �� M 7. Clean Air Act and Federal Water Pollution Control Act Yes 8. Debarment and Suspension Yes k 9. Byrd Anti -Lobbying Amendment Yes �M 10. Procurement of Recovered Materials Yes �� f 11. Profit as a Separate Element of Price Yes 12. General Compliance and Cooperation with Cooperative Members Yes k �� By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. The Penworthy Company LLC Company Name Signature of Authorized Company Official Kasey Matsayko Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 36 of 42 CFW & Penworthy Company, LLC EXHIBIT B Boar do %J %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com PROPOSAL INVITATION QUESTIONNAIRE The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services ("Work") under the BuyBoard contract contemplated by this Proposal Invitation ("Contract's. Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire, sign where indicated below, and submit the signed questionnaire and your responses to all questions in one document with your Proposal. You must submit the signed questionnaire and responses with your Proposal or the Proposal will not be considered. t. List the number of years Proposer has been in business and former business names (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity. The Penworthy Company has been in business for 37 years, selling children's books to schools and libraries across the country. In 2014, we were purchased by a new owner and now operate under the legal name of The Penworthy Company LLC. We are a woman owned, sole proprietorship. The Penworthy Company is not currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity. 2. Describe the resources Proposer has to manage staff and successfully perform the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract. The Penworthy Company has 3 field sales reps, 10 inside sales reps, and 2 customer service reps that service TX schools and libraries. Our sales reps are well trained in product selection and recommend hand -selected titles for co-op members based on their individual collection needs. Additionally, Andy Kleist is Penworthy's product manager and is knowledgeable in project development and product selection. Kasey Matsayko is website support for customers and is available to help resolve technical issues. Holly Ritz is the president of Penworthy and she is dedicated to helping customers build collections that circulate and endure. 3. Describe Proposer's financial capability to perform the Contract. State or describe the firm's financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm's past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm. Penworthy is privately owned and woman owned and does not have publicly rated debt or equity instruments. We have sufficient operating income and a $750,000 line of credit, which provides the financial ability to fulfill all contracts. Neither the firm nor any owner nor any officer has ever been party to a bankruptcy, receivership, or insolvency proceeding atany time. We carry $1 million of liability insurance. Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 37 of 42 CFW & Penworthy Company, LLC EXHIBIT B Boar do %J %J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com 4. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? If so, provide detailed information on the nature of such items and prospects for resolution. N/A 5. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, failure to complete or deliver the work, or termination. N/A 6. List all litigation or other legal proceedings (including arbitration proceedings), if any, in the last 10 years brought against your firm, or any of the firm's past or present owners, principal shareholders or stockholders, officers, agents or employees, that relates to or arises from a contract similar to this Contract or the work contemplated under this Contract. Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status. N/A By signature below, I certify that the information contained in and/or attached to this Proposal Invitation Questionnaire in response to the above questions is true and correct and that I am authorized by my company to make this certification. _The _P_e_nw_ort_h_y_Company LLC________ Company Name Digrtally signed by Kasey Ma[sayko C, cn=Ka sey M,—B,d qo=The,,t,,, [hy Company LLC, ou=6id Administiamr, maI—bidadminiso-ator,,apen thy cam, n, DJ 2019.11.14102947-06'00' Signature of Authorized Company Official Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 38 of 42 CFW & Penworthy Company, LLC EXHIBIT B Boar do V U Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com REQUIRED FORMS CHECKLIST (Please check (-V) the following) 0 Completed: Proposer's Agreement and Signature 0 Completed: Vendor Contact Information 0 Completed: Felony Conviction Disclosure and Debarment Certification 0 Completed: Resident/Nonresident Certification 0 Completed: No Israel Boycott Certification 0 Completed: No Excluded Nation or Foreign Terrorist Organization Certification 0 Completed: Historically Underutilized Business (HUB) Certification) 0 Completed: Construction Related Goods and Services Affirmation 0 Completed: Deviation/Compliance 0 Completed: Location/Authorized Seller Listings 0 Completed: Manufacturer Dealer Designation 0 Completed: Texas Regional Service Designation 0 Completed: State Service Designation 0 Completed: National Purchasing Cooperative Vendor Award Agreement 0 Completed: Federal and State/Purchasing Cooperative Experience 0 Completed: Governmental References 0 Completed: Marketing Strategy 0 Completed: Confidential/Proprietary Information 0 Completed: Vendor Business Name with IRS Form W-9 0 Completed: EDGAR Vendor Certification 0 Completed: Proposal Invitation Questionnaire 0 Completed: Required Forms Checklist 0 Completed: Proposal Specification Form with Catalogs/ Price lists *Catalogs/Pricelists must be submitted with proposal response or response will not be considered. Proposal Forms COMM/SVCS v.05.31.2019 Cooperative Purchasing Agreement -Exhibit B Page 39 of 42 CFW & Penworthy Company, LLC EXHIBIT B V ovyerali Board' re Amchas�ng Proposal Invitation No. 609-20-Library Books, Used Textbooks, and Other Books (Catalogs/PriceliFRMt be submitted with Proposal or Proposal will not be considered'.) NOTE: Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as follows or proposal may not be considered: Manufacturers shall be listed in alphabetical order a/endor's must list one specific percentage discount for each Manufacturer listed. If a vendor's response to Proposal Specification Form states "please see attachment sheet," all manufacturers listed on the attachment sheet must indicate per manufacturer the line item that correlates to Proposal Specification Form or Vendor's proposal may not be considered. State Percent (%) of Item Discount off State Name of Exceptions to No. Short Description Full Description Catalog/Pricelist' Catalog/Pricelist' Discount Please state the discount (%) off catalog/pricelist for Hardback The Penworthy Discount (%) Off Bindings for Publishers Trade Binding, Text and Reference, 0-40 Company LLC 1 Catalog/Pricelist for School and Library Binding, and Bilingual/Foreign Language __—_—_—% Pricelist Hardback Bindings Books. Catalog/Pricelist MUST be included or proposal will not be considered. Discount (%) Off Catalog/Pricelist for Please state the discount (%) off catalog/pricelist for Paperback /� N/A N/A 2 Paperback Bindings Bindings for Trade Cover. Catalog/Pricelist MUST be included or ------- for Trade Cover proposal will not be considered. Discount (%) Off Please state the discount (%) off catalog/pricelist for Pre -Binds 0-40 The Penworthy 3 Catalog/Pricelist for Pre- Books. Catalog/Pricelist MUST be included or proposal will not be % Company LLC Binds Books considered. Pricelist Discount (%) Off N/A Catalog/Pricelist for Pre- Please state the discount (%) off catalog/pricelist for Pre- Recorded N 4 Recorded Audios, Audios, Videos, and Electronic Media and Books. Catalog/Pricelist V//� Videos, and Electronic MUST be included or proposal will not be considered. Media and Books Discount (%) Off N/A Catalog/Pricelist for Please state the discount (%) off catalog/pricelist for Magazine and N/A 5 Magazine and Newspaper Subscriptions (both paper and online) Newspaper Subscriptions Catalog/Pricelist MUST be included or proposal will not be considered. PROPOSAL NOTE Cooperative Purchasing Agreement PROPOSAL SPECIFICATION FORM 1. Catalogs/Pricelists are required to be submitted with Proposal CFW & Penworthy Company, LLC -Exhibit B Page 40 of 42 EXHIBIT B #�Board- �1: l leoperaflve Purc,As&'op Proposal Invitation No. 609-20-Library Books, Used Textbooks, and Other Books (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered'.) State Percent (%) of Item Discount off State Name of Exceptions to No. Short Description Full Description Catalog/Pricelists Catalog/Pricelists Discount N/A Discount (%) Off Please state the discount (%) off catalog/pricelist for Used 6 Catalog/Pricelist for Used Textbooks. Catalog/ Pricel ist MUST be included or proposal will not be/�` Textbooks considered. Penworthy does Discount (%) Off not have acatalog/processing Catalog/Pricelist for Book Processing, Book Please state the discount (%) off catalog/pricelist for Book 0 Processing, Book Cataloging, Cataloging Data Disk, and Online se pricelist because ecau Cataloging, Cataloging download. Catalog/Pricelist MUST be included or proposal will not be we offer free Data Disk and Online considered. cataloging and download processing. N/A Discount (%) Off Please state the discount (%) off catalog/pricelist for K-12 Book Fair 8 Catalog/Pricelist for K-12 Services. Catalog/ Pricel ist MUST be included or proposal will not be/A _—__% Book Fair Services considered. Discount (%) Off The Penworthy Catalog/Pricelist for All Company LLC Other Library Books, Used Please state the discount (%) off catalog/pricelist for All Other 0-40 Pricelist 9 Library Books, Used Textbooks,and Book Material % Textbooks, Removal/Recycling Services. Catalog/ Pricel ist MUST be included or ------- and Book Material proposal will not be considered. Removal/Recycling Services PROPOSAL NOTE Cooperative Purchasing Agreement -Exhibit B PROPOSAL SPECIFICATION FORM 1. C atalogs/Pricelists are required to be submtted with Proposal CFW & Penworthy Company, LLC Page 41 of 42 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23. 84th Leg.. Regular Session. OFRCE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, Cate Rocvvcd by a vendor who has a business relationship as defined by Section 176.001 (1 -a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filedwith the records administrator of the local govemmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed_ See Section 176.006(a-1). Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006. Local Govemment Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. Lt-�, 2-7-Check this box if you are fWng an update to previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.l 3 Name of local government off leer about whom the information In this section is being disclosed. �A Name of Officer This section (item 3 including subparts A, B. C. R D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income. from the vendor? Yes ETINo B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes [:jNo C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director. or holds an ownership interest of one percent or more? a Yes E No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 Signature of Cndor doing busin with the governmental entity Gate Adopted Wr 2015 Cooperative Purchasing Agreement -Exhibit C Page 42 of 42 CFW & Penworthy Company. LLC