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HomeMy WebLinkAboutContract 60947CSC No. 60947 FORT WORTH CITY OF FORT WORTH PURCHASE AGREEMENT BASED UPON AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS WHEREAS Section 271.102 of the Texas Local Government Code allows Local Governments to pursue mutually beneficial and cooperative purchasing programs; and WHEREAS, pursuant to Chapter 791 of the Texas Government Code and Subchapter F, Chapter 271 of the Texas Local Government Code, the City of Fort Worth (City), a Texas home -rule municipality and North Central Texas Council Of Governments (NCTCOG) entered into an Interlocal Cooperative Purchasing Agreement on November 17, 2016 which provides that when one of the Local Government Entities enters into a contract with a Vendor for goods and services, the other Local Government is able to enter into a Purchase Agreement with the Vendor under the same terms and conditions offered to the Original Local Government Entity so long as the Vendor is agreeable. (Copy Attached as Exhibit A); and WHEREAS, Blyncsy, Inc. (Vendor) responded to Request for Proposal (RFP) #2022-035 issued by NCTCOG agreeing to allow other Local Governmental Entities to enter into a Purchase Agreement with Vendor under the same terms and conditions as those contained in the BID. (Copy attached as Exhibit B). NOW THEREFORE, City and Vendor, each of which will individually be referred to as a "Party" and collectively as the "Parties," entered into this Purchase Agreement by and between Blyncsy, Inc. ("Vendor") and the City of Fort Worth, ("City"). The Parties agree that any references to the North Central Texas Council of Governments in Exhibit B shall be construed as the City of Fort Worth for the purposes of this Agreement and all rights, benefits, duties, and obligations shall inure to the City as if the contract in Exhibit B were originally executed between the City and Vendor. This shall specifically include any requirements imposed on Vendor by virtue of North Central Texas Council of Governments Contract included in Exhibit B. The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. Exhibit A — Agreement between the City of Fort Worth and NCTCOG; 2. Exhibit B — Contract between NCTCOG and Blyncsy, Inc. 3. Exhibit C — Vendor's Quote; 4. Exhibit D — Conflict of Interest Questionnaire. Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX thereto. In the event of a conflict between any exhibits and this Agreement, then this Agreement shall control, followed by Exhibit A. City shall pay Vendor in accordance with the fee schedule in Exhibit C 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 Eighty -Eight Thousand Five Hundred Dollars ($88,500.00). 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 begin on the date signed by the Assistant City Manager and end on November 30, 2024. City shall be able to renew this agreement for four (4) one-year renewal options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent documents and records of Vendor involving transactions relating to this Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities subject to Vendor's reasonable rules and regulations while at Vendor's 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, and all such audits shall be conducted on regular business days during Vendor's regular business hours in a manner that will not unreasonably interfere with Vendor's operations at its facilities. City's auditors shall present proper credentials to the manager of Vendor's facility at the time that they are admitted to such. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 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: City of Fort Worth Attn: Jesica McEachern, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Blyncsy, Inc. 650 S 500 W #360 Salt Lake City, UT 84101 [SIGNATURES FOLLOW] The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: C>9�1-� Name: Jesica McEachern Title: Assistant City Manager Date: Feb 15, 2024 APPROVAL RECOMMENDED: Lauren Prieur (Jan 30, 202413:00 CST) By: Name: Lauren Prieur Title: Director, TPW p4FE4oUXRApQro�o�q a=a�Fo'°ATTEST: 9A%1 ..00 o o° By: aaa14 ° ° dd Name: Jannette Goodall Title: City Secretary VENDOR: Blyncsy, Inc. By: Mark E Pittman (Jan 30, 2024 10:39 PST) Name: Mark E Pittman Title: CEO Date: J a n 30, 2024 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. s� awe Name: Sadie J. Ishmael Title: Sr. Administrative Assistant APPROVED AS TO FORM AND LEGALITY: By: Name: Jeremy Anato-Mensah Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A - City of Fort Worth and NCTCOG FORT WORTH MEMORANDUM DATE: November 15, 2016 TO: Aaron Bovos, Chief Financial Office Will Trevino, Assistant City Attorney Susan Alanis, Assistant City Manager Mary J. Kayser, City Secretary FROM: Jack Dale, Purchasing Manager CC: Laurena Hamilton, Sr. Account Technician SUBJECT: Cooperative Purchasing Agreement with the North Central Texas Council of Governments The attached contract for a cooperative purchasing agreement with the North Central Texas Council of Governments at no cost to the City is forwarded for your review and approval. The North Central Texas Council of Governments has requested that the City of Fort Worth (City) and the North Central Texas Council of Governments enter into a cooperative purchasing agreement. Cooperative purchasing agreements such as this are authorized under Section 271.102 of the Texas Local Government Code. This interlocal agreement will allow the North Central Texas Council of Governments to utilize City contracts that may have value for the North Central Texas Council of Governments. This interlocal agreement will also allow the City to utilize the North Central Texas Council of Governments bids or contracts, should any such contracts present good value and purchasing opportunities to the City. The Fort Worth City Council granted the City Manager the authority to execute cooperative purchasing agreements with other governmental entities on January 15, 2008 (M&C P-10710, copy attached). This is the most recent M&C regarding the execution of interlocal agreements with other governmental entities. Since the agreement has no cost associated with it, no further City Council approval or MBE participation is required. Once completed, please contact Laurena Hamilton, Sr. Account Technician, at extension 8321, to pick up the executed documents. Should you have any additional questions, please let me know. City of Fort Worth & North Central Texas Council of Governments Cooperative Purchasing Agreement FORT WORTH CITY SECRETARY CONTRACT NO. COOPERATIVE PURCHASING AGREEMENT This Cooperative Purchasing Agreement ("Agreement") is made and entered into as of the date written below between the North Central Texas Council of Governments (NCTCOG) and the City of Fort Worth, Texas ("Fort Worth"). WHEREAS, both the North Central Texas Council of Governments and Fort Worth have each determined a need for a cooperative agreement to purchase like goods and services to avoid duplicate procurement efforts and obtain the benefits of volume purchasing; and WHEREAS, the North Central Texas Council of Governments and Fort Worth are authorized by Section 271.102 of the Local Government Code to pursue mutually beneficial and cooperative purchasing programs. NOW, THEREFORE, for and in consideration of the mutual obligations and benefits contained herein, the North Central Texas Council of Governments and Fort Worth agree as follows: SECTION 1. The purpose of this Agreement is to provide the North Central Texas Council of Governments and Fort Worth with additional purchasing options by satisfying the provisions of Section 271.102 of the Local Government Code. SECTION 2. The parties agree that each of the parties shall respectively designate a person to act under the direction of, and on behalf of, the designating party (the "Designated Representative"). SECTION 3. At the request of the other party, a party that enters into a contract with a vendor for goods or services (the "First Purchasing Party") shall attempt to obtain the vendor's agreement to offer those goods and services to the other party (the "Second Purchasing Party") for the same price and on the same terms and conditions as have been offered to the First Purchasing Party. If the vendor so agrees, and if the Second Purchasing Party is agreeable to such terms and conditions, the Second Purchasing Party may enter into its own separate contract with the vendor for the purchase of such goods or services. SECTION 4. NCTCOG administers the North Texas SHARE cooperative purchasing program for the benefit of public sector entities primarily in the North Central Texas region. This Agreement authorizes the City of Fort Worth to participate in North Texas SHARE. This agreement also authorizes NCTCOG to serve as a coordinating agent to administer the use of eligible City of Fort Worth contracts to other participants of the North Texas SHARE program to the extent that the City of Fort Worth's solicitation documents contain such coordinating agent authorization language. Page 1 of 3 City of Fort Worth & North Central Texas Council of Governments Cooperative Purchasing Agreement SECTION 5. Unless otherwise agreed between the Designated Representatives, payments for a purchase made by the Second Purchasing Party shall be paid directly to the vendor and not to the First Purchasing Party. The Second Purchasing Party shall have the responsibility of determining whether the vendor has complied with any provisions in its contract with the vendor, including but not limited to those relating to the quality of items and terms of delivery, and shall be responsible for enforcement of its contract against the vendor, including all cost of enforcement. SECTION 6. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations. SECTION 7. This Agreement may be terminated by either party, without cause or penalty, upon not less than thirty days written notice to the other party. SECTION 8. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. SECTION 9. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. SECTION 10. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, the parties shall endeavor to agree to a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. SECTION 11. Execution of this Agreement does not obligate The North Central Texas Council of Governments, Texas or Fort Worth to make any purchase, to pay any membership fee or to otherwise or in any manner incur any cost or obligation. SECTION 12. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. SECTION 13. The undersigned officers and/or agents are properly authorized to execute this Agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary actions extending such authority have been duly passed and are now in full force and effect. Page 2 of 3 City of Fort Worth & North Central Texas Council of Governments Cooperative Purchasing Agreement SECTION 14. All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the respective city representative set out below, or his/her designee. EXECUTED this day of a"��2016. CITY OF FORT WORTH NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS 1000 Throckmorton Street 616 Six Flags Drive Fort Worth, Texas 76102 Arlington, Texas 76011 By: By: i usa Alanis Monte Mercer Title: Assistant Citv Manager APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney M&C P-10710. January 15. 2008 Contract Authorization Mary J. Kayger,Rit�,Secret q A. Date Recommen ed By:kAS Aaron Bovos, Director of Finance/CFO Title: Deputy Executive Director (Mlew Agency ttorney N/A Contract Authorization N/A Page 3 of 3 Am North Central Texas Council Of Governments November 8, 2016 City of Fort Worth Attn: Jack Dale, CPPO Purchasing Manager City Hall, Lower Level 1000 Throckmorton Street Fort Worth, Texas 76102 Re: Cooperative Purchasing Agreement Jack, Please find enclosed; three original Cooperative Purchasing,Agreements executed by Monte Mercer, Deputy Executive Director for the North Central Texas Council of Governments. Upon execution by the City of Fort Worth, please return one fully executed original to my attention, at: North Central Texas Council of Governments Attn: E.J. Harbin, CPPO Purchasing Manager 616 Six Flags Drive Arlington, Texas 76011 You may contact me at 817-695-9109 or at eharbin@nctcog.org if you require additional information or assistance. Sincere) , Har , CPPO rchasing Manager Enclosures 616 Six Flags Drive, Centerpoint Two R O. Box 5888, Arlington, Texas 76005-5888 (817) 640-3300 FAX: 817-640-7806 G) recycled paper www.nctcog.org View M&C Laurena Hamilton Coordinator 'z = Home Page-=- -- Reports -- ticip Administration Search M&C " I Mac L y N. M&C Legend - Print Preview - A ® _ Print to Microsoft ' Word@ Print Direct to ` Printer Print to PDF - _ Go To Attachments View M&C ® ciPrint Create New From Go to Routine This M&C M&C Finalized 00001 n1_"Cticlw Approved_gn 11,161- . 0 attachments found. DATE: Tuesday, January 15, 2008 REFERENCE NO.: "P-10710 LOG NAME: 13P07-0130 SUBJECT: Authorize Cooperative Purchasing Agreements for Goods and Services Between the City of Fort Worth, Local Govemments and Local CooperativeA Organizations Authorized by the Texas Local Government Code RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute Cooperative Purchasing Agreements for goods and services between the City of Fort Worth, local govemments and local cooperative purchasing organizations authorized by the Texas Local Government Code. DISC I4SION: The Purchasing Division will use this authorization to contract with local govemments and local cooperative organizations to obtain goods or services. The use of these contracts allows the City of Fort Worth to take advantage of lower prices without the cost of competitive bidding by obtaining access to existing competitively procured contracts with entities such as Tarrant County, Houston - Galveston Area Council, Texas Association of School BOardsJE— Local Govemment Purchasing Cooperative and U.S. Communities. This authorization will allow other local govemments such as Tarrant County, the City of Arlington and the City of Grand Prairie to participate in contracts awarded by the City of Fort Worth that may result in the addition of other entities' quantities at the next bidding opportunity. Increasing the volume of goods and services bid increases the possibility of lower prices to the City through greater economies of scale. Either of the contract participants may terminate the agreement with written notice to the other party. Section 271.102(a) of the Texas Local Government Code allows local govemments to participate in cooperative purchasing programs. Section 271.102(c) of the Code provides that a local government purchasing goods or services under a cooperative purchasing program satisfies any state law requiring that the local govemment seek competitive bids for purchase of the goods or services. The contracts for goods and services have been competitively bid to increase and simplify the purchasing power of local governments across the Slate of Texas. The Law Department recommends that the Purchasing Division review these agreements hlip((app:.cE<vreta[glecouncilrviewmc.asp7id=8981[10(2412016 3:08:57 PM[ DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 Texas Exhibit B - Contract between NCTCOG and Blyncsy, Inc. SHARE Your Public Sector Solutions Center MASTER SERVICES AGREEMENT #2022-035 Roadway Workzone Data Reporting Services THIS MASTER SERVICES AGREEMENT ("Agreement"), effective the last date of signed approval ("Effective Date"), is entered into by and between the North Central Texas Council of Governments ("NCTCOG"), a Texas political subdivision and non-profit corporation, with offices located at 616 Six Flags Drive, Arlington, TX 76011, and Blyncsy, Inc. ("Contractor") 175 West 200 South, Suite 1000 Salt Lake City, UT 84101 ARTICLE I RETENTION OF THE CONTRACTOR 1.1 This Agreement defines the terms and conditions upon which the Contractor agrees to provide Roadway Workzone Data Reporting Services (hereinafter, "Services") to governmental entities participating in the Texas SHARE program (hereinafter "Particinatiniz Entities"). The Contractor is being retained to provide services described below to Participating Entities based on the Contractor's demonstrated competence and requisite qualifications to perform the scope of the services described herein and in the Request for Proposals #2022-035 (hereinafter, "UP"). The Contractor demonstrated they have the resources, experience, and qualifications to perform the described services, which is of interest to Participating Entities and was procured via the RFP. NCTCOG agrees to and hereby does retain the Contractor, as an independent contractor, and the Contractor agrees to provide services to Participating Entities, in accordance with the terms and conditions provided in this Agreement and consistent with Contractor's response to the RFP. ARTICLE II SCOPE OF SERVICES 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities' standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed -upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 1 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 LUULY 311aii 11VL Uavi�. IVI ally aiiivuiiLa wt included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement. 2.5 NCTCOG Obligations 2.5.1 NCTCOG shall make available a contract page on its TXSHARE.org website which will include contact information for the Contractor(s). 2.6 Participating Entity Obligations. 2.6.1 In order to utilize the Services, Participating Entities must have executed a Master Interlocal Agreement for Texas SHARE with NCTCOG. This agreement with the Participating Entity will define the legal relationship between NCTCOG and the Participating Entity. 2.6.2 In order to utilize the Services, Participating Entities must execute a Purchase Order with the Contractor. This agreement with the Participating Entity will define the Services and costs that the Participating Entity desires to have implemented by the Contractor. 2.7 Contractor Obligations. 2.7.1 Contractor must be able to deliver, perform, install, and implement services with the requirements and intent of RFP #2022-035 2.7.2 If applicable, Contractor shall provide all necessary material, labor and management required to perform this work. The scope of services shall include, but not be limited to, items listed in Appendix A. 2.7.3 Contractor agrees to market and promote the use of the SHARE awarded contract whenever possible among its current and solicited customer base. Contractor shall agree to follow reporting requirements in report sales made under this Master Services Agreement in accordance with Section 4.2. ARTICLE III TERM 3.1 This Agreement will commence on the Effective Date and remain in effect for an initial term ending on November 30, 2023(the "Term"), unless earlier terminated as provided herein. This Agreement may be renewed, at NCTCOG's sole discretion, for up to four (4) additional one (1) year terms through November 30, 2027. 3.2 Termination. NCTCOG and/or Participating Entities may terminate this Agreement and/or any Purchase Order to which it is a signatory at any time, with or without cause, upon thirty (30) days' prior written notice to Contractor. Upon its receipt of notice of termination of this Agreement or Purchase Order, Contractor shall follow any instructions of NCTCOG respecting work stoppage. Contractor shall cooperate with NCTCOG and/or Participating Entities to provide for an orderly conclusion of the Services. Contractor shall use its best efforts to minimize the amount of any non -cancelable obligations and shall assign any contracts related thereto to NCTCOG or Participating Entity at its request. If NCTCOG or Participating Entity elects to continue any activities underlying a terminated Purchase Order after termination, Contractor shall cooperate with NCTCOG or Participating Entity to provide for an orderly transfer of Contractor's responsibilities with respect to such Purchase Order to NCTCOG or Participating Entity. Upon the effective date of any such termination, the Contractor shall submit a final invoice for payment in accordance with Article IV, and NCTCOG or Participating Entity shall pay such amounts as are due to Contractor through the effective date of termination. NCTCOG or Participating Entity shall only be liable for payment of services rendered before the effective date of termination. If Agreement is terminated, certain reporting requirements identified in this Agreement shall survive termination of this Agreement. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 2 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 3.2.1 Termination for Cause: Either party may immediately terminate this Agreement if the other party breaches its obligations specified within this Agreement, and, where capable of remedy, such breach has not been materially cured within thirty (30) days of the breaching party's receipt of written notice describing the breach in reasonable detail. 3.2.2 Breach: Upon any material breach of this Agreement by either party, the non - breaching party may terminate this Agreement upon twenty (20) days written notice to the breaching party. The notice shall become effective at the end of the twenty (20) day period unless the breaching party cures such breach within such period. ARTICLE IV COMPENSATION 4.1 Invoices. Contractor shall submit an invoice to the ordering Participating Entity upon receipt of an executed Purchase Order and after completion of the work, with Net 30 payment terms. Costs incurred prior to execution of this Agreement are not eligible for reimbursement. There shall be no obligation whatsoever to pay for performance of this Agreement from the monies of the NCTCOG or Participating Entities, other than from the monies designated for this Agreement and/or executed Purchase Order. Contractor expressly agrees that NCTCOG shall not be liable, financial or otherwise, for Services provided to Participating Entities. 4.2 Reporting. NCTCOG intends to make this Agreement available to other governmental entities through its SHARE cooperative purchasing program. Contractor shall submit to NCTCOG on a calendar quarterly basis a report that identifies any new client Participating Entities, the date and order number, and the total contracted value of services that each Participating Entity has purchased and paid in full under this Master Service Agreement. Reporting and invoices should be submitted to: NCTCOG ATTN: Texas SHARE PO Box 5888 Arlington, TX 76005-5888 Email: TexasSHARE(&,,nctco2.or2 SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 3 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 nRTICLE V SERVICE FEE 5.1 Explanation. NCTCOG will make this Master Service Agreement available to other governmental entities, Participating Entities, and non-profit agencies in Texas and the rest of the United States through its SHARE cooperative purchasing program. The Contractor is able to market the Services under this Agreement to any Participating Entity with emphasis that competitive solicitation is not required when the Participating Entity purchases off of a cooperative purchasing program such as SHARE. However, each Participating Entity will make the decision that it feels is in compliance with its own purchasing requirements. The Contractor realizes substantial efficiencies through their ability to offer pricing through the SHARE Cooperative and that will increase the sales opportunities as well as reduce the need to repeatedly respond to Participating Entities' Requests for Proposals. From these efficiencies, Contractor will pay an administrative fee to SHARE calculated as a percentage of sales processed through the SHARE Master Services Agreement. This administrative fee is not an added cost to SHARE participants. This administrative fee covers the costs of solicitation of the contract, marketing and facilitation, as well as offsets expenses incurred by SHARE. 5.2 Administrative Fee. NCTCOG will utilize an administrative fee, in the form of a percent of cost that will apply to all contracts between awarded contractor and NCTCOG or participants resulting from this solicitation. The administrative fee will be remitted by the contractor to NCTCOG on a quarterly basis, along with required quarterly reporting. The remuneration fee for this program will be 2% on sales. 5.3 Setup and Implementation. NCTCOG will provide instruction and guidance as needed to the Contractor to assist in maximizing mutual benefits from marketing these Services through the SHARE purchasing program. ARTICLE VI RELATIONSHIP BETWEEN THE PARTIES 6.1 Contractual Relationship. It is understood and agreed that the relationship described in this Agreement between the Parties is contractual in nature and is not to be construed to create a partnership or joint venture or agency relationship between the parties. Neither parry shall have the right to act on behalf of the other except as expressly set forth in this Agreement. Contractor will be solely responsible for and will pay all taxes related to the receipt of payments hereunder and shall give reasonable proof and supporting documents, if reasonably requested, to verify the payment of such taxes. No Contractor personnel shall obtain the status of or otherwise be considered an employee of NCTCOG or Participating Entity by virtue of their activities under this Agreement. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 4 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 Al\TICLE VII REPRESENTATION AND WARRANTIES 7.1 Representations and Warranties. Contractor represents and warrants that: 7.1.1 As of the Effective Date of this Agreement, it is not a parry to any oral or written contract or understanding with any third party that is inconsistent with this Agreement and/or would affect the Contractor's performance under this Agreement; or that will in any way limit or conflict with its ability to fulfill the terms of this Agreement. The Contractor further represents that it will not enter into any such agreement during the Term of this Agreement; 7.1.2 NCTCOG is prohibited from making any award or permitting any award at any tier to any party which is debarred or suspended or otherwise excluded from, or ineligible for, participation in federal assistance programs under Executive Order 12549, Debarment and Suspension. Contractor and its subcontractors shall include a statement of compliance with Federal and State Debarment and suspension regulations in all Third -party contracts. 7.1.3 Contractor shall notify NCTCOG if Contractor or any of the Contractor's sub -contractors becomes debarred or suspended during the performance of this Agreement. Debarment or suspension of the Contractor or any of Contractor's sub -contractors may result in immediate termination of this Agreement. 7.1.4 Contractor and its employees and sub -contractors have all necessary qualifications, licenses, permits, and/or registrations to perform the Services in accordance with the terms and conditions of this Agreement, and at all times during the Term, all such qualifications, licenses, permits, and/or registrations shall be current and in good standing. 7.1.5 Contractor shall, and shall cause its representatives to, comply with all municipal, state, and federal laws, rules, and regulations applicable to the performance of the Contractor's obligations under this Agreement. ARTICLE VIII CONFIDENTIAL INFORMATION AND OWNERSHIP 8.1 Confidential Information. Contractor acknowledges that any information it or its employees, agents, or subcontractors obtain regarding the operation of NCTCOG or Participating Entities, its products, services, policies, customer, personnel, and other aspect of its operation ("Confidential Information") is proprietary and confidential, and shall not be revealed, sold, exchanged, traded, or disclosed to any person, company, or other entity during the period of the Contractor's retention hereunder or at any time thereafter without the express written permission of NCTCOG or Participating Entity. Notwithstanding anything in this Agreement to the contrary, Contractor shall have no obligation of confidentiality with respect to information that (i) is or becomes part of the public domain through no act or omission of Contractor; (ii) was in Contractor's lawful possession prior to the disclosure and had not been obtained by Contractor either directly or indirectly from the NCTCOG or Participating Entity; (iii) is lawfully disclosed to Contractor by a third party without restriction on disclosure; (iv) is independently developed by Contractor without use of or reference to the NCTCOG's Participating Entity's Confidential Information; or (v) is required to be disclosed by law or judicial, arbitral or governmental order or process, provided Contractor gives the NCTCOG or Participating Entity prompt written notice of such requirement to permit the NCTCOG or Participating Entity to seek a protective order or other appropriate relief. Contractor acknowledges that NCTCOG and Participating Entities must strictly comply with applicable public information laws, in responding to any request for public information. This obligation supersedes any conflicting provisions of this Agreement. 8.2 Ownership. No title or ownership rights to any applicable software are transferred to the NCTCOG by this agreement. The Contractor and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the software (as an independent work and as an underlying work serving as a basis for any improvements, modifications, derivative works, and applications SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 5 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 "%- 111uy u�.v'ivy , ullu all ,,vF"13 «iereof All final documents, data, reports, information, or materials are and shall at all times be and remain, upon payment of Contractor's invoices therefore, the property of NCTCOG or Participating Entity and shall not be subject to any restriction or limitation on their future use by, or on behalf of, NCTCOG or Participating Entity, except otherwise provided herein. Subject to the foregoing exception, if at any time demand be made by NCTCOG or Participating Entity for any documentation related to this Agreement and/or applicable Purchase Orders for the NCTCOG and/or any Participating Entity, whether after termination of this Agreement of otherwise, the same shall be turned over to NCTCOG without delay, and in no event later than thirty (30) days after such demand is made. Contractor shall have the right to retain copies of documentation, and other items for its archives. If for any reason the foregoing Agreement regarding the ownership of documentation is determined to be unenforceable, either in whole or in part, the Contractor hereby assigns and agrees to assign to NCTCOG all rights, title, and interest that the Contractor may have or at any time acquire in said documentation and other materials, provided that the Contractor has been paid the aforesaid. ARTICLE IX GENERAL PROVISIONS 9.1 Notices. All notices from one Party to another Party regarding this Agreement shall be in writing and delivered to the addresses shown below: If to NCTCOG: North Central Texas Council of Governments P.O. Box 5888 Arlington, TX 76005-5888 Attn: Craigan Johnson (817) 695-9186 Ci ohnsona,nctco 2. org If to Contractor: Blyncsy, Inc. Attn: Mark Pittman 175 West 200 South, Suite 1000 Salt Lake City, UT 84101 (385) 216-0590 mark. e.pittman(a)blvncsv. com The above contact information may be modified without requiring an amendment to the Agreement. 9.2 Tax. NCTCOG and several participating entities are exempt from Texas limited sales, federal excise and use tax, and does not pay tax on purchase, rental, or lease of tangible personal property for the organization's use. A tax exemption certificate will be issued upon request. 9.3 Indemnification. Contractor shall defend, indemnify, and hold harmless NCTCOG and Participating Entities, NCTCOG's affiliates, and any of their respective directors, officers, employees, agents, subcontractors, successors, and assigns from any and all suits, actions, claims, demands, judgments, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or relating to: (i) Services performed and carried out pursuant to this Agreement; (ii) breach of any obligation, warranty, or representation in this Agreement, (iii) the negligence or willful misconduct of Contractor and/or its employees or subcontractors; or (iv) any infringement, misappropriation, or violation by Contractor and/or its employees or subcontractors of any right of a third party; provided, however, that Contractor shall have no obligation to defend, indemnify, or hold harmless to the extent any Losses are the result of NCTCOG's or Participating Entities' gross negligence or willful misconduct. 9.4 Limitation of Liability. In no event shall either party be liable for special, consequential, incidental, indirect or punitive loss, damages or expenses arising out of or relating to this Agreement, whether arising from a breach of contract or warranty, or arising in tort, strict liability, by statute or otherwise, even if it has been advised of their possible existence or if such loss, damages or expenses were reasonably foreseeable. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 6 of 27 DocuSign Envelope ID: DIL J2FB5 rBy 591JF939A8CF9C2WU0.1,aF7v Llie contrary, neither party's liability shall be limited by this Article with respect to claims arising from breach of any confidentiality obligation, arising from such party's infringement of the other party's intellectual property rights, covered by any express indemnity obligation of such party hereunder, arising from or with respect to injuries to persons or damages to tangible property, or arising out of the gross negligence or willful misconduct of the party or its employees. 9.5 Insurance. At all times during the term of this Agreement, Contractor shall procure, pay for, and maintain, with approved insurance carriers, the minimum insurance requirements set forth below, unless otherwise agreed in a Purchase Order between Contractor and Participating Entities. Further, Contractor shall require all contractors and sub -contractors performing work for which the same liabilities may apply under this Agreement to do likewise. All subcontractors performing work for which the same liabilities may apply under this contract shall be required to do likewise. Contractor may cause the insurance to be effected in whole or in part by the contractors or sub -contractors under their contracts. NCTCOG reserves the right to waive or modify insurance requirements at its sole discretion. 9.5.1 Workers' Compensation: Statutory limits and employer's liability of $100,000 for each accident or disease. 9.5.2 Commercial General Liability: 9.5.2.1 Required Limits: $1,000,000 per occurrence; $3,000,000 Annual Aggregate 9.5.2.2 Commercial General Liability policy shall include: 9.5.2.2.1 Coverage A: Bodily injury and property damage; 9.5.2.2.2 Coverage B: Personal and Advertising Injury liability; 9.5.2.2.3 Coverage C: Medical Payments; 9.5.2.2.4 Products: Completed Operations; 9.5.2.2.5 Fire Legal Liability; 9.5.2.3 Policy coverage must be on an "occurrence" basis using CGL forms as approved by the Texas State Board of Insurance. 9.5.3 Business Auto Liability: Coverage shall be provided for all owned hired, and non -owned vehicles. Required Limit: $1,000,000 combined single limit each accident. 9.5.4 Professional Errors and Omissions liability: 9.5.4.1 Required Limits: $1,000,000 Each Claim $1,000,000 Annual Aggregate 9.6 Conflict of Interest. During the term of this Agreement, and all extensions hereto and for a period of one (1) year thereafter, neither party, shall, without the prior written consent of the other, directly or indirectly, whether for its own account or with any other persons or entity whatsoever, employ, solicit to employ or endeavor to entice away any person who is employed by the other party. 9.7 Force Majeure. It is expressly understood and agreed by both parties to this Agreement that, if the performance of any provision of this Agreement is delayed by force majeure, defined as reason of war, civil commotion, act of God, governmental restriction, regulation or interference, fire, explosion, hurricane, flood, failure of transportation, court injunction, or any circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated herein, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the period of time applicable to such requirement shall be extended for a period of time equal to the period of time such party was delayed. Each party must inform the other in writing within a reasonable time of the existence of such force maj eure. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 7 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 J.V A"Juatj to 1 GllulIll. %-V1111QV1V1 QSlliliJ promptly to inform NCTCOG of any event or change in circumstances which may reasonably be expected to negatively affect the Contractor's ability to perform its obligations under this Agreement in the manner contemplated by the parties. 9.9 Availability of Funding. This Agreement and all claims, suits, or obligations arising under or related to this Agreement are subject to and limited by the receipt and availability of funds which are received from the Participating Entities by NCTCOG dedicated for the purposes of this Agreement. 9.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, United States of America. The mandatory and exclusive venue for the adjudication or resolution of any dispute arising out of this Agreement shall be in Tarrant County, Texas. 9.11 Waiver. Failure by either party to insist on strict adherence to any one or more of the terms or conditions of this Agreement, or on one or more occasions, will not be construed as a waiver, nor deprive that party of the right to require strict compliance with the same thereafter. 9.12 Entire Agreement. This Agreement and any attachments/addendums, as provided herein, constitutes the entire agreement of the parties and supersedes all other agreements, discussions, representations or understandings between the parties with respect to the subject matter hereof. No amendments hereto, or waivers or releases of obligations hereunder, shall be effective unless agreed to in writing by the parties hereto. 9.13 Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party. 9.14 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision(s) hereof, and this Agreement shall be revised so as to cure such invalid, illegal, or unenforceable provision(s) to carry out as near as possible the original intents of the Parties. 9.15 Amendments. This Agreement may be amended only by a written amendment executed by both Parties, except that any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in Federal and State law or regulations or required by the funding source, are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. 9.16 Dispute Resolution. The parties to this Agreement agree to the extent possible and not in contravention of any applicable State or Federal law or procedure established for dispute resolution, to attempt to resolve any dispute between them regarding this Agreement informally through voluntary mediation, arbitration or any other local dispute mediation process, including but not limited to dispute resolution policies of NCTCOG, before resorting to litigation. 9.17 Publicity. Contractor shall not issue any press release or make any statement to the media with respect to this Agreement or the services provided hereunder without the prior written consent of NCTCOG. 9.18 Survival. Rights and obligations under this Agreement which by their nature should survive will remain in effect after termination or expiration hereof. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 8 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 ARTICLE X ADDITIONAL REQUIREMENTS 10.1 Equal Employment Opportunity. Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, or national origin. Contractor shall take affirmative actions to ensure that applicants are employed, and that employees are treated, during their employment, without regard to their race, religion, color, sex, sexual orientation, gender identity, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 10.2 Davis -Bacon Act. Contractor agrees to comply with all applicable provisions of 40 USC § 3141 — 3148. 10.3 Contract Work Hours and Selection Standards. Contractor agrees to comply with all applicable provisions of 40 USC § 3701 — 3708 to the extent this Agreement indicates any employment of mechanics or laborers. 10.4 Rights to Invention Made Under Contract or Agreement. Contractor agrees to comply with all applicable provisions of 37 CFR Part 401. 10.5 Clean Air Act, Federal Water Pollution Control Act, and Energy Policy Conservation Act. Contractor agrees to comply with all applicable provisions of the Clean Air Act under 42 USC § 7401— 7671, the Energy Federal Water Pollution Control Act 33 USC § 1251-1387, and the Energy Policy Conservation Act under 42 USC § 6201. 10.6 Debarment/Suspension. Contractor is prohibited from making any award or permitting any award at any tier to any party which is debarred or suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549, Debarment and Suspension. Contractor and its subcontractors shall comply with the Certification Requirements for Recipients of Grants and Cooperative Agreements Regarding Debarments and Suspensions. 10.7 Restrictions on Lobbying. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 10.8 Procurement of Recovered Materials. Contractor agrees to comply with all applicable provisions of 2 CFR §200.322. 10.9 Drug -Free Workplace. Contractor shall provide a drug free work place in compliance with the Drug Free Work Place Act of 1988. 10.10 Texas Corporate Franchise Tax Certification. Pursuant to Article 2.45, Texas Business Corporation Act, state agencies may not contract with for profit corporations that are delinquent in making state franchise tax payments. 10.11 Civil Rights Compliance Compliance with Regulations: Contractor will comply with the Acts and the Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 9 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 .vli W ay L-iIiiiii�stration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made part of this agreement. Nondiscrimination: Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 45 CFR Part 21. Solicitations for Subcontracts. IncludinL- Procurement of Materials and Eauipment: In all solicitations either by competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by Contractor of obligations under this contract and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, sex, or national origin. Information and Reports: Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor will so certify to NCTCOG, the Texas Department of Transportation ("the State") or the Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information. Sanctions for Noncompliance: In the event of Contractor's noncompliance with the Nondiscrimination provisions of this Agreement, NCTCOG will impose such sanctions as it or the State or the FHWA may determine to be appropriate, including, but not limited to: withholding of payments to the Contractor under this Agreement until the Contractor compiles and/or cancelling, terminating or suspension of this Agreement, in whole or in part. Incorporation of Provisions: Contractor will include the provisions of the paragraphs listed above, in this section 10.11, in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. Contractor will take such action with respect to any subcontract or procurement as NCTCOG, the State, or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, Contractor may request the State to enter into such litigation to protect the interests of the State. In addition, Contractor may request the United States to enter into such litigation to protect the interests of the United States. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 10 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 1V.1 L 1/L7R11 V R11tnrUU "UJ1 umraa 1' 116G1111 Lav 1 1 "gram Requirements Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. Contractor shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT -assisted contracts. Each sub -award or sub -contract must include the following assurance: The Contractor, sub -recipient, or sub -contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 10.13 Pertinent Non -Discrimination Authorities During the performance of this Agreement, Contractor, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. b. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects). c. Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). d. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. e. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). f. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). g. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not). h. Titles 11 and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. i. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). j. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. k. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). i. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 11 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 .�� or Loans, or Receive Payment on State Contracts In accordance with Section 231.006 of the Texas Family Code, a child support obligor who is more than thirty (30) days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five (25) percent is not eligible to: a. Receive payments from state funds under a contract to provide property, materials or services; or b. Receive a state -funded grant or loan. By signing this Agreement, the Contractor certifies compliance with this provision. 10.15 House Bill 89 Certification If contractor is required to make a certification pursuant to Section 2270.002 of the Texas Government Code, contractor certifies that contractor does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. If contractor does not make that certification, contractor state in the space below why the certification is not required. 10.16 Certification Regarding Disclosure of Conflict of Interest. The undersigned certifies that, to the best of his or her knowledge or belief, that: "No employee of the contractor, no member of the contractor's governing board or body, and no person who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this contract shall participate in any decision relating to this contract which affects his/her personal pecuniary interest. Executives and employees of contractor shall be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering the contract, shall exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for the contractor to conduct business with a friend or associate of an executive or employee of the contractor, an elected official in the area or a member of the North Central Texas Council of Governments, a permanent record of the transaction shall be retained. Any executive or employee of the contractor, an elected official in the area or a member of the NCTCOG, shall not solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by contractor or Department. Supplies, tools, materials, equipment or services purchased with contract funds shall be used solely for purposes allowed under this contract. No member of the NCTCOG shall cast a vote on the provision of services by that member (or any organization which that member represents) or vote on any matter which would provide a direct or indirect financial benefit to the member or any business or organization which the member directly represents". No officer, employee or paid consultant of the contractor is a member of the NCTCOG. No officer, manager or paid consultant of the contractor is married to a member of the NCTCOG. No member of NCTCOG directly owns, controls or has interest in the contractor. The contractor has disclosed any interest, fact, or circumstance that does or may present a potential conflict of interest. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 12 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 L.., LJA.,IILU%,I vi. LMI 1.14E JL`.,,,-, %,ompensation from the contractor for lobbying activities as defined in Chapter 305 of the Texas Government Code. Should the contractor fail to abide by the foregoing covenants and affirmations regarding conflict of interest, the contractor shall not be entitled to the recovery of any costs or expenses incurred in relation to the contract and shall immediately refund to the North Central Texas Council of Governments any fees or expenses that may have been paid under this contract and shall further be liable for any other costs incurred or damages sustained by the NCTCOG as it relates to this contract. 10.17 Certification of Fair Business Practices That the submitter affirms that the submitter has not been found guilty of unfair business practices in a judicial or state agency administrative proceeding during the preceding year. The submitter further affirms that no officer of the submitter has served as an officer of any company found guilty of unfair business practices in a judicial or state agency administrative during the preceding year. 10.18 Certification of Good Standing Texas Corporate Franchise Tax Certification Pursuant to Article 2.45, Texas Business Corporation Act, state agencies may not contract with for profit corporations that are delinquent in making state franchise tax payments. The undersigned authorized representative of the corporation making the offer herein certified that the following indicated Proposal is true and correct and that the undersigned understands that making a false Proposal is a material breach of contract and is grounds for contract cancellation. 10.19 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. Pursuant to Public Law 115-232, Section 889, and 2 Code of Federal Regulations (CFR) Part 200, including §200.216 and §200.471, NCTCOG is prohibited from using federal funds to procure, contract with entities who use, or extend contracts with entities who use certain telecommunications and video surveillance equipment or services provided by certain Chinese controlled entities. The Contractor agrees that it is not providing NCTCOG with or using telecommunications and video surveillance equipment and services as prohibited by 2 CFR §200.216 and §200.471. Contractor shall certify its compliance through execution of the "Prohibited Telecommunications and Video Surveillance Services or Equipment Certification," which is included as Appendix D of this Contract. The Contractor shall pass these requirements down to any of its subcontractors funded under this Agreement. The Contractor shall notify NCTCOG if the Contractor cannot comply with the prohibition during the performance of this Contract. 10.20 Discrimination Against Firearms Entities or Firearms Trade Associations Pursuant to Texas Local Government Code Chapter 2274, Subtitle F, Title 10, prohibiting contracts with companies who discriminate against firearm and ammunition industries. NCTCOG is prohibited from contracting with entities, or extend contracts with entities who have practice, guidance, or directive that discriminates against a firearm entity or firearm trade association. Contractor shall certify its compliance through execution of the "Discrimination Against Firearms Entities or Firearms Trade Associations Certification," which is included as Appendix D of this Contract. The Contractor shall pass these requirements down to any of its subcontractors funded under this Agreement. The Contractor shall notify NCTCOG if the Contractor cannot comply with the prohibition during the performance of this Contract. 10.21 Boycotting of Certain Energy Companies Pursuant to Texas Local Government Code Chapter 2274, Subtitle F, Title 10, prohibiting contracts with companies who boycott certain energy companies. NCTCOG is prohibited from contracting with entities or extend contracts with entities that boycott energy companies. Contractor shall certify its compliance through execution of the `Boycotting of Certain Energy Companies Certification," which is included as Appendix D of this Contract. The Contractor shall pass these requirements down to any of its subcontractors funded under this Agreement. The Contractor shall notify NCTCOG if the Contractor cannot comply with the prohibition during the performance of this Contract. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 13 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 1 V. LV111GD61G 11 G1G1 G11GG As appropriate and to the extent consistent with law, the Contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Consistent with §200.322, the following items shall be defined as: "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Blyncsy, Inc. 7/14�_ Dec 20, 2022 Signature Date Mark Pittman, Chief Executive Officer Printed Name North Central Texas Council of Governments DocuSigned by: Signature Michael Eastland Executive Director 1/4/2023 Date SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 14 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 �A'PENDIX A Statement of Work The Contractor shall provide or implement one or more of the following Contract Items for Roadway Workzone Data Reporting Services for existing SHARE Member Entities. The following selection of anticipated tasks is not all-encomnassinLy, and additional Roadway Workzone Data Reporting related tasks may be requested by SHARE Members; if desired. Contract Item #1: Provide or implement a service whereby the Contractor captures work zone information in the possession of a TxShare Entity (referred to as the Supplier in this scenario) and (a) converts that information into the WZDx specification, and (b) publishes that information in WZDx format to: (i) the 511 traffic information service maintained by NCTCOG covering DFW (511DFW) or a site otherwise designated by NCTCOG, (ii) back to the Supplier, and (iii) to other data portals designated by the Supplier, such as an open data portal maintained by the Supplier or to TxDOT. Contract Item #2: Provide or implement a service whereby participating roadway operators will be enabled to report their work zone data in WZDx format without the need for processing by the Contractor. Contract Item #3: Provide or implement general WZDx-related consulting services. Such services would consist of providing advice and other services to help roadway operators improve their reporting of work zones. An example is real-time work zone reporting, capturing location, lane shifts, and other changes as they occur in the field and reporting them promptly so that information is shared with road users in a timely fashion. Another example of such services is working with a reporting agency on increasing the accuracy of work zone information and capturing a higher percentage of work zones in their work zone reporting system. Respondents should describe the types of services that they propose to supply and pricing for these services in their proposals. Provide information concerning any exceptions, as necessary. Blyncsy YES NO Proposed Services Contract Item #1 X Contract Item #2 X Contract Item #3 X Additional Item/s X SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 15 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 16 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 APPENDIX A.1 Pricing for TxShare For Roadway Workzone Data Reporting Services, Contractor shall quote participating TxShare Entites the rates and/or discount required for a custom implementation of the services specified by the RFP. Contractor's rates for related Roadway Workzone Data Reporting Services are found below. Pricing is based on frequency of collection (image pulls) and the number of miles collected. The table below is an example based on estimated miles and can be adjusted annually as the regional miles of road grow. Catalog price $5.00 per mile per pull TXDOT Discounted Price $4.00 per mile per pull Road Class Est. # of Miles Annual Cost Frequency Freeway 2104.59 $3,072,701.40 daily pulls Principal Arterials 1897.93 $1,161,533.16 3x weekly (Mon, Wed, Fri) Minor Arterials 3687.22 $2,256,578.64 3x weekly (Mon, Wed, Fri) Collectors 7137.63 $1,456,076.52 weekly Frontage 1325.74 $270,450.96 weekly total 16,153.11 $8,217,341 pricing key: A pull is a full coverage of images on a road analyzed I time. Daily pulls assumes 365 image updates per year, 3x weekly assumes 153 image updates per year and weekly assumes 51 image updates per year. Blyncsy will provide TxShare Entity 100 cameras to be used on fleet vehicles during the project duration. Installation costs are additional, if required. If TxShare Entity desires additional dashcams to outfit your own vehicles, the pricing is: • Year 1: each camera costs $950 and includes installation (optional) and 24 months of software • Year 2+: each camera is $675 • Additional camera capabilities are $20,000 each This is a pricing example based on the NCTCOG region, but can easily be expanded to other areas of Texas. The frequency can also be adjusted positively or negatively depending on the need for updates. Member cities should balance the need for data versus the probability of change. Blyncsy will, at minimum, deliver freeway and principal arterials within 10 days of TxShare Entity's initiation of the service. Additional proposed solutions for Roadway Workzone Data Reporting Services are offered at a 20% catalog option discount. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 17 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 n� PENDIX A.2 Service Area Designation Forms RFP 2022-035 Texas Service Area Designation or Identification Proposer Name: Blyncsy, Inc. Notes: Indicate in the appropriate box whether you are proposing to service the entire State of Texas Will service the entire State of Texas Will not service the entire State of Texas x If you are not proposing to service the entire State of Texas, designate on the form below the regions that you are proposing to provide goods and/or services to. By designating a region or regions, you are certifying that you are willing and able to provide the proposed goods and services. Item Region Metropolitan Statistical Areas Designated Service Area 1. North Central Texas 16 counties in the Dallas -Fort Worth Metropolitan area 2. High Plains Amarillo Lubbock 3. Northwest Abilene Wichita Falls 4. Upper East Longview Texarkana, TX -AR Metro Area Tyler 5. Southeast Beaumont -Port Arthur 6. Gulf Coast Houston -The Woodlands - Sugar Land 7. Central Texas College Station -Bryan Killeen -Temple Waco 8. Capital Texas Austin -Round Rock 9. Alamo San Antonio -New Braunfels Victoria 10. South Texas Brownsville -Harlingen Corpus Christi Laredo McAllen -Edinburg -Mission 11. West Texas Midland Odessa San Angelo 12. Upper Rio Grande El Paso SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 18 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 nrr �..«-..�, ivationvvioe service Area Designation or Identification Form Proposer Name: Blyncsy, Inc. Notes: Indicate in the appropriate box whether you are proposing to provide service to all Fifty (50) States. Will service all Fifty (50) States Will not service Fifty (50) States X If you are not proposing to service to all Fifty (50) States, then designate on the form below the States that you will provide service to. By designating a State or States, you are certifying that you are willing and able to provide the proposed goods and services in those States. If you are only proposing to service a specific region, metropolitan statistical area (MSA), or city in a State, then indicate as such in the appropriate column box. Item State Region/MSA/City Designated as a Service Area 1. Alabama 2. Alaska 3. Arizona 4. Arkansas 5. California 6. Colorado 7. Connecticut 8. Delaware 9. Florida 10. Georgia 11. Hawaii 12. Idaho 13. Illinois 14. Indiana 15. Iowa 16. Kansas 17. Kentucky 18. Louisiana 19. Maine 20. Maryland SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 19 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 Ll. IVIQZX QCIU IUJClIJ 22. Michigan 23. Minnesota 24. Mississippi 25. Missouri 26. Montana 27. Nebraska 28. Nevada 29. New Hampshire 30. New Jersey 31. New Mexico 32. New York 33. North Carolina 34. North Dakota 35. Ohio 36. Oregon 37. Oklahoma 38. Pennsylvania 39. Rhode Island 40. South Carolina 41. South Dakota 42. Tennessee 43. Texas 44. Utah 45. Vermont 46. Virginia 47. Washington 48. West Virginia 49. Wisconsin 50. Wyoming SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 20 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 rvr PENDIX B DEBARMENT CERTIFICATION Mark Pittman being duly (Name of certifying official) sworn or under penalty of perjury under the laws of the United States, certifies that neither (Name of lower tier participant) are presently: debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in , nor its principals this transaction by any federal department or agency Where the above identified lower tier participant is unable to certify to any of the above statements in this certification, such prospective participant shall indicate below to whom the exception applies, the initiating agency, and dates of action. Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility. Providing false information may result in criminal prosecution or administrative sanctions. XC NS: Signature of Certifying Official CEO Title Jan 3, 2023 Date of Certification Form 1734 Rev.10-91 TPFS SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 21 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 APPENDIX C RESTRICTIONS ON LOBBYING Section 319 of Public Law 101-121 prohibits recipients of federal contracts, grants, and loans exceeding $100,000 at any tier under a federal contract from using appropriated funds for lobbying the Executive or Legislative Branches of the federal government in connection with a specific contract, grant, or loan. Section 319 also requires each person who requests or receives a federal contract or grant in excess of $100,000 to disclose lobbying. No appropriated funds may be expended by the recipient of a federal contract, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any federal executive department or agency as well as any independent regulatory commission or government corporation, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered federal actions: the awarding of any federal contract, the making of any federal grant, the making of any federal loan the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. As a recipient of a federal grant exceeding $100,000, NCTCOG requires its subcontractors of that grant to file a certification, set forth in Appendix B.1, that neither the agency nor its employees have made, or will make, any payment prohibited by the preceding paragraph. Subcontractors are also required to file with NCTCOG a disclosure form, set forth in Appendix B.2, if the subcontractor or its employees have made or have agreed to make any payment using nonappropriated funds (to include profits from any federal action), which would be prohibited if paid for with appropriated funds. SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 22 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies to the best of his or her knowledge and belief, that: (1) No federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension continuation, renewal amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, US Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature Mark Pittman Title Blyncsy Agency Jan 3, 2023 Date SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 23 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 HrPENDIX D ATTESTATION OF CONTRACTS NULLIFYING ACTIVITY The following provisions are mandated by Federal and/or State of Texas law. Failure to certify to the following will result in disqualification of consideration for contract. Entities or agencies that are not able to comply with the following will be ineligible for consideration of contract award. PROHIBITED TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT CERTIFICATION This Contract is subject to the Public Law 115-232, Section 889, and 2 Code of Federal Regulations (CFR) Part 200, including §200.216 and §200.471, for prohibition on certain telecommunications and video surveillance or equipment. Public Law 115-232, Section 889, identifies that restricted telecommunications and video surveillance equipment or services (e.g. phones, internet, video surveillance, cloud servers) include the following: A) Telecommunications equipment that is produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliates of such entities). B) Video surveillance and telecommunications equipment produced by Hytera Communications Corporations, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliates of such entities). C) Telecommunications or video surveillance services used by such entities or using such equipment. D) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, Director of the National Intelligence, or the Director of the Federal Bureau of Investigation reasonably believes to be an entity owned or controlled by the government of a covered foreign country. The entity identified below, through its authorized representative, hereby certifies that no funds under this Contract will be obligated or expended to procure or obtain telecommunication or video surveillance services or equipment or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as a critical technology as part of any system prohibited by 2 CFR §200.216 and §200.471, or applicable provisions in Public Law 115-232 Section 889. ® The Contractor or Subrecipient hereby certifies that it does comply with the requirements of 2 CFR §200.216 and §200.471, or applicable regulations in Public Law 115-232 Section 889. SIGNATURE OF AUTHORIZED PERSON: 7r4.4,49 �02 NAME OF AUTHORIZED PERSON: NAME OF COMPANY: DATE: Mark Pittman Blyncsy Jan 3, 2023 SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 24 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 -OR- 0 The Contractor or Subrecipient hereby certifies that it cannot comply with the requirements of 2 CFR §200.216 and §200.471, or applicable regulations in Public Law 115-232 Section 889. SIGNATURE OF AUTHORIZED PERSON: NAME OF AUTHORIZED PERSON: NAME OF COMPANY: DATE: SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 25 of 27 DocuSign Envelope ID: D4757727-FB5B 4EBF-B579-5F939A8CF9C2 1'll FARMS ENTITIES OR FIREARMS TRADE LlIJI_.1�i1�111\A 11VL\ A\IAll\lll ASSOCIATIONS This contract is subject to the Texas Local Government Code chapter 2274, Subtitle F, Title 10, prohibiting contracts with companies who discriminate against firearm and ammunition industries. TLGC chapter 2274, Subtitle F, Title 10, identifies that "discrimination against a firearm entity or firearm trade association" includes the following: A) means, with respect to the entity or association, to: I. refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; and II. refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or III. terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association. B) An exception to this provision excludes the following: I. contracts with a sole -source provider; or II. the government entity does not receive bids from companies who can provide written verification. The entity identified below, through its authorized representative, hereby certifies that they have no practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and that they will not discriminate during the term of the contract against a firearm entity or firearm trade association as prohibited by Chapter 2274, Subtitle F, Title 10 of the Texas Local Government Code. ® The Contractor or Subrecipient hereby certifies that it does comply with the requirements of Chapter 2274, Subtitle F, Title 10. SIGNATURE OF AUTHORIZED PERSON: NAME OF AUTHORIZED PERSON: 1M.1\uICEO) orals) u16XIe a DATE: Mark Pittman Blyncsy Jan 3, 2023 -OR- El The Contractor or Subrecipient hereby certifies that it cannot comply with the requirements of Chapter 2274, Subtitle F, Title 10. SIGNATURE OF AUTHORIZED PERSON: NAME OF AUTHORIZED PERSON: NAME OF COMPANY: DATE: SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 26 of 27 DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 RTAIN ENERGY COMPANIES ilV X l_. V 1111\ lJ Vl' Vl:I This contract is subject to the Texas Local Government Code chapter 809, Subtitle A, Title 8, prohibiting contracts with companies who boycott certain energy companies. TLGC chapter Code chapter 809, Subtitle A, Title 8, identifies that "boycott energy company" means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: I. engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; and II. does business with a company described by paragraph 0). The entity identified below, through its authorized representative, hereby certifies that they do not boycott energy companies, and that they will not boycott energy companies during the term of the contract as prohibited by Chapter 809, Subtitle A, Title 8 of the Texas Local Government Code. N The Contractor or Subrecipient hereby certifies that it does comply with the requirements of Chapter 809, Subtitle A, Title 8. SIGNATURE OF AUTHORIZED PERSON: NAME OF AUTHORIZED PERSON: NAME OF COMPANY: DATE: Mark Pittman Blyncsy Jan 3, 2023 -OR- ❑ The Contractor or Subrecipient hereby certifies that it cannot comply with the requirements of Chapter 809, Subtitle A, Title 8. SIGNATURE OF AUTHORIZED PERSON: NAME OF AUTHORIZED PERSON: NAME OF COMPANY: DATE: SHARE MSA 2022-036 Public Sector Procurement Consulting Services Page 27 of 27 Exhibit C - Vendor's Quote bLyncsy.� QUOTE Blyncsy, Inc. 650 S 500 W #360 QUOTE # BLYN-23-0086 Salt Lake City, UT 84101 DATE January 2, 2024 Phone: 385.216.0590 mark.e.bittman(d)tLyncsv.com. TO FOR BLYNCSY PAYVER Fort Worth, TX Description Amount 1. Blyncsy (807 centerline miles) $32,00 a. Layer types and frequency (frequency) i. Streetlight Detections - (1x) $4,5001 1. Streetlight Outage Detection - 2. LED vs. Incandescent (Beta) - ii. Signs - (1x) 1. Correlated Retro Reflectivity - $4,50C iii. Striping - (1x) 1. Correlated Retro Reflectivity Analysis - $3,25C Tax: Tax Exemption Certificate Required Total $44,259 Make all checks payable to Blyncsy. Upon invoice, payment is due within 30 days and required for work to begin. If you have any questions concerning this quote, contact Brian Bernardo 1 412.491.6343 Thank you for your business! Exhibit D - Conflict of Interest Questionnaire CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIO This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. NA J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. NA Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. NA A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? F]Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F]Yes F1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). J Mark E Pittman (Jan 30, 202410:39 PST) Jan 30, 2024 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001 (1 -a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Mark E Pittman (Jan 30, 202413:03 PST) Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021