Loading...
HomeMy WebLinkAboutContract 62748CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement (“Agreement”) is entered into by and between Eagle Mountain Flag & Flagpole (“Vendor”) and the City of Fort Worth (“City”), a Texas home-rule municipality, individually referred to as a “party” and collectively as the “parties.” The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A – Vendor’s Price List; 3. Exhibit B – Cooperative Agency Contract TIPS 230505; and 4. Exhibit C – Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control. City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed one hundred thousand dollars ($100,000.00) annually. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires on July 31, 2025 (“Initial Term”), with three (3) one-year renewal options. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney’s Office at the same address To VENDOR: Eagle Mountain Flag & Flagpole 333 FM 2325, Wimberley, TX 78676 Email: Info@emflag.com City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City’s sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) (remainder of this page intentionally left blank) The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. CITY OF FORT WORTH: By: ______________________________ Name: Dana Burghdoff Title: Assistant City Manager Date: _________________________ APPROVAL RECOMMENDED: By: ______________________________ Name: Marilyn Marvin Title: Property Management Director By: ______________________________ Name: Jannette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ______________________________ Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: N/A 1295 Form: N/A VENDOR: Eagle Mountain Flag & Flagpole By: Name: Desiree Cortez Title: Office Manager/HCDE Coordinator Date: ________________________ TIPS 230505 MRO (Maintenance, Repair, and Operations of Facilities and Grounds) Supplies, Equipment, Tool Rental, Sales and Services Eagle Flag Products, Inc. d/b/a/ Eagle Mountain Flag & Flagpole Product Name Product # Description Units description - (each, dozen, hour, day, etc) MSRP or Catalog Pricing % Discount (Greater than Minimum Discount offered in Attribute Except in Limited Circumstances. See Attribute.)TIPS Price Example 1: Widget A 12345AB gadget part each $100.00 15.00% $85.00 Example 2: All Acme Product Line see Acme catalog located at www.Acme.com All Acme products available from our company see Acme catalog located at www.Acme.com 10.00% Example 3: All Acme Product Line Catalog pricing to be provided upon request All Acme products available from our company Catalog pricing to be provided upon request 10.00% Product Name Product # Description Units description - (each, dozen, hour, day, etc) MSRP or Catalog Pricing % Discount (Greater than Minimum Discount offered in Attribute Except in Limited Circumstances. See Attribute.) TIPS Price All Eagle Mountain Products See products at http://emflag.com All products sold by Eagle Mountain Flag each See products at http://emflag.com 12.00% Vendor may insert additional cells as needed. Alternative Method of Providing Catalog Description of Alternative Method of Providing Catalog Vendor's Selection of Alternative Method of Providing Catalog - Mark the option that Vendor Selects 1. Catalog Pricing is Included in Proposal documents or files compiled, Vendor may check the cell to the right and include a note directing TIPS to please view those Please note that if you are awarded with this type of pricing submission, you will be able to update the pricing and add/remove items within the category as long as you honor any applicable discounts originally proposed. Place "X" in this cell if "Catalog Pricing is included in Proposal" is Vendor's selection. 2. Link to Catalog Pricing published at an online location, Vendor may check the cell to the right and include If a login is required to access the please provide that login information in login information is Username: TIPS Password: 123456.) Please note that if you are awarded with this type of pricing submission, you will be able to update the online pricing and add/remove items within this category as long as you honor any applicable discounts originally proposed. https://emflag.com If applicable, provide login infomration to online "Catalog Pricing" link submission, you will be able to update the pricing and add/remove items within the catagory as long as you honor any applicable discounts originally proposed. Specific discounts offered for any brand or item must be honored for the life of the contract. TIPS PRICING FORM 1 - GOODS/ITEMS PRICING Option 1 - Discount-Off Catalog Method before submitting questions about this form to TIPS. TIPS "Catalog Pricing" provided herein. Insert Line-items below this line. You may add cells as needed. SECTION "B" - Alternative Methods of Providing "Catalog Pricing" If Vendor does not have comprehensive readily available, Vendor may check the cell to the right ensuring that such provided to TIPS upon request. Per the following example, this option is viable but may slow down the TIPS Sale process as follows. (Ex. Vendor is awarded and is making its first TIPS Sale to Sunny ISD, Sunny ISD sends its TIPS PO to TIPS for pricing compliance review. TIPS will then request that Vendor provide the line items included in the PO before TIPS can process the PO and send to Vendor for fulfillment.) Please note that if you are awarded with this type of pricing submission, you will always be able to provide the most current pricing for each item within this category but you will still be required to honor any applicable discounts originally proposed. Place "X" in this cell if Vendor agrees to provide "Catalog Pricing" upon request from TIPS. Cost-Plus Markup Method If Vendor desires to utilize this method, Vendor may enter its maximum markup percentage the cell provided to the right. Please note that this is a maximum percentage and you may always have a lesser markup on a TIPS Sale. You will be required to provide proof of cost to TIPS for every item sold under the TIPS Contract. (Ex. Vendor is awarded and is making its first TIPS Sale to Sunny ISD, Sunny ISD sends its TIPS PO to TIPS for pricing compliance review. TIPS will then request that Vendor provide line items included in the PO before TIPS can process the PO and send to Vendor for fulfillment.) Please note that if you are awarded with this type of pricing submission, you will always be able to provide the most current cost for each item within this category but you will not be permitted to sell it to TIPS Members for a greater markup than what Vendor provides herein. Vendor's Percentage Markup: Place Vendor's proposed percentage markup in this cell if utilizing the "Cost-Plus Markup Method. Option 2 - Cost-Plus Markup Method This goods/items pricing proposal method is not recommended because many TIPS Members are prohibited from utilizing Vendors with a Cost-Plus Markup Pricing submission, especially when using federal funds. Vendor cannot be listed as federally compliant for TIPS purposes if Vendor utilizes this method. If Vendor has read TIPS Sale. TIPS Vendor Agreement Page 1 TIPS VENDOR AGREEMENT TIPS RFP 230505 MRO (Maintenance, Repair, and Operations of Facilities and Grounds) Supplies, Equipment, Tool Rental, Sales and Services The following Vendor Agreement (“Agreement”) creates a legal agreement between The Interlocal Purchasing System (“TIPS”), a government purchasing cooperative and Department of Texas Region 8 Education Service Center and (INSERT ENTITY NAME): __________________________________________________________________________________________________ (ENTER ENTITY NAME] its owners, agents, subsidiaries, and affiliates (together, “Vendor”) (individually, “Party”, and collectively the “Parties”) a nd this agreement shall exclusively govern the contractual relationship (“Agreement”) between the Parties. TIPS, a governmental entity and a national purchasing cooperative seeks to provide a valuable and necessary solution to public entities and qualifying non-profits by performing the public procurement solicitation process and awarding compliant contracts to qualified vendors. Then, where the law of a customer’s jurisdiction allows, instead of public entities and qualifying non-profits expend ing time, money, and resources on the extensive public procurement process, the use of TIPS allows public entities to quickly select and purchase their preferred products or services from qualified, competitively evaluated vendors through cooperative purchasing. 1. Purpose. The purpose of this Agreement is to identify the terms and conditions of the relationship between TIPS and Vendor. Public entities and qualifying non-profits that properly join or utilize TIPS (“TIPS Members”) may elect to “piggyback” off of TIPS’ procurements and agreements where the laws of their jurisdiction allow. TIPS Members are not contractual parties to this Agreement although terms and conditions of this Agreement may ensure benefits to TIPS Members. 2. Authority. The Parties agree that the signatories below are individual authorized to enter into this Agreement on behalf of their entity and that they are acting under due and proper authority under applicable law. 3. Definitions. a.TIPS Pricing: The specific pricing, discounts, and other pricing terms and incentives which Vendor submitted and TIPS approved for each respective TIPS Contract awarded to Vendor and all permissible, subsequent pricing updates submitted by Vendor and accepted by TIPS, if any. b.Authorized Reseller: A reseller or dealer authorized and added by a Vendor through their online TIPS Vendor Portal to make TIPS sales according to the terms and conditions herein. 4. Entire Agreement. This Agreement resulted from TIPS posting a “TIPS Solicitation” (RFP, RCSP, RFQ, or other) and Vendor submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement consists of the provisions set forth herein and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or clarifications issued in relation to the TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) Vendor’s entire proposal response to the TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, pricing, accepted responses to questions, and accepted written clarifications of Vendor’s proposal, and; any properly included attachments to this Agreement. All documentation and information listed is hereby incorporated by reference as if set forth herein verbatim. In the event of conflict between the terms herein and one of the incorporated documents the terms and conditions herein shall control. 5. Vendor’s Specific Warranties, Terms, and License Agreements. Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective. 6. Vendor Identity and Contact Information. It is Vendor’s sole responsibility to ensure that all identifying vendor information (name, EIN, d/b/a’s, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal. EAGLE FLAG PRODUCTS INC, dba EAGLE MOUNTAIN FLAG & FLAGPOLE TIPS Vendor Agreement Page 2 It is Vendor’s sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com to Vendor’s contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that Vendor was not receiving TIPS’ electronic communications issued by TIPS to Vendor’s listed contacts. 7. Initiation of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Once verified, Vendor must include the TIPS Contract Number on all purchase communications and sales documents exchanged with the TIPS Member. 8. TIPS Sales and Supplemental Agreements. The terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Cont ract, Invoice, etc.) (hereinafter “Supplemental Agreement”) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. 9. Right of Refusal. Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law. 10. Reporting TIPS Sales. Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member’s purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS by either: (1) Emailing the purchase order or similar purchase document (with Vendor’s Name, as known to TIPS, and the TIPS Contract Name and Number included) to TIPS at tipspo@tips-usa.com with “Confirmation Only” in the subject line of the email within three business days of Vendor’s acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor must login to the TIPS Vendor Portal and successfully self-report all necessary sale information within the Vendor Portal and confirm that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at accounting@tips-usa.com. 11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee (“TIPS Administration Fee”) is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon Vendor’s receipt of payment, including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor’s cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following Vendor’s receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion as well as the initiation of collection and legal actions by TIPS against Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date TIPS Vendor Agreement Page 3 that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month deadline if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect TIPS Administration Fees due to TIPS pursuant to this Agreement. 12. Term of the Agreement. This Agreement with TIPS is for approximately five years with a one-year, consecutive option for renewal as described herein. Renewal options are not automatic and shall only be effective if offered by TIPS at its sole discretion. If TIPS offers a renewal option, the Vendor will be notified via email issued to Vendor’s then-listed Primary Contact. The renewal option shall be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by TIPS. Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does not affect the “Term Calculation Start Date.” Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor shall calculate the foregoing term as starting on the last day of the month that “Award Notifications” are anticipated as published in the Solicitation, regardless of the actual Effective Date. Example of Term Calculation Start Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this example. Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term expiration date shall be five-years from the Term Calculation Start Date. Example of Contract Expiration Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the Contract Expiration Date of the resulting initial “five-year” term, (which is subject to an extension(s)) will be May 31, 2028 in this example. Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the prior renewal term where applicable, and continue for the duration specified for the renewal option herein. Example of Option(s) for Renewal: In this example, if TIPS offers a one-year renewal and the Contract Expiration Date is May 31, 2028, then the one-year renewal is effective from May 31, 2028 to May 31, 2029. TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits. 13. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received TIPS’ approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor’s TIPS Pricing for that TIPS Contract (“TIPS Pricing”). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line-item in a TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services are included in or added to Vendor’s TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor’s pri cing update requests as specifically as line-item by line-item to determine compliance. However, Vendor contractually agrees that all submitted pricing updates shall be within the original terms of the Vendor’s TIPS Pricing (scope, proposed discounts, price increase limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS Quote shall never exceed Vendor’s TIPS Pricing for any good or service offered through TIPS. TIPS Pricing price increases and modifications, if permitted, will be honored according to the terms of the solicitation and Vendor’s proposal, incorporated herein by reference. 14. Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, ITS OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO TIPS Vendor Agreement Page 4 BY TIPS. APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES’ ATTORNEY’S FEES AS SET FORTH ABOVE, RECOVERY OF ATTORNEYS’ FEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY TEX. EDUC. CODE § 44.032(F). 15. Indemnification and Assumption of Risk – Vendor Data. VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR. 16. Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted. 17. Indemnity for Underlying Sales and Supplemental Agreements. Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegatio ns of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise. 18. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or Vendor designation of certain Vendor Data as confidential or prop rietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees TIPS Vendor Agreement Page 5 that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law. 19. Vendor’s Authorized Resellers. TIPS recognizes that many vendors operate in the open market through the use of resellers or dealers. For that reason, TIPS permits Vendor to authorize Authorized Resellers within its Vendor Portal and make TIPS Sales through the Authorized Reseller(s). Once authorized by Vendor in the Vendor Portal, the Authorized Reseller(s) may make TIPS sales to TIPS Members. However, all purchase documents must include: (1) Authorized Reseller’s Name; (2) Vendor’s Name, as known to TIPS, and; (3) Vendor’s TIPS Contract Name and Number under which it is making the TIPS Sale. Either Vendor or Reseller may report the sale pursuant to the terms herein. However, Vendor agrees that it is legally responsible for all reporting and fee payment as described herein for TIPS Sales made by Authorized Resellers. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor’s cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. The Parties intend that Vendor shall be responsible and liable for TIPS Sales made by Vendor’s Authorized Resellers. Vendor agrees that it is voluntarily authorizing this Authorized Reseller and in doing so, Vendor agrees that it is doing so at its own risk and agrees to protect, indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to Authorized Reseller TIPS Sales made pursuant to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought or otherwise. The Parties further agree that it is no defense to Vendor’s breach of this Agreement that an Authorized Reseller caused Vendor of breach this Agreement. 20. Circumvention of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being completed may result in immediate termination of Vendor’s TIPS Contract(s) for cause as well as preclusion from future TIPS opportunities at TIPS sole discretion. 21. State of Texas Franchise Tax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code. 22. Termination. A) Termination for Convenience. TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof. B) Termination for Cause. If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. C) Vendor’s Termination. If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (“Notice of Default”). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. D) Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS’ sole discretion and that any Vendor may be removed from the TIPS program at any time with or without cause. This termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding termination and the Survival Clause term. E) Vendor hereby waives any and all claims for damages, including, but not limited, to consequential damages or lost profits, that might arise from TIPS’ act of terminating this Agreement. TIPS Vendor Agreement Page 6 23. Survival Clause. It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein. 24. Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Vendor’s TIPS Pricing or TIPS Sales with thirty-days’ notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially arty auditing ay terminate the Agreement according to the terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. 25. Conflicts of Interest. The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, this Agreement has been arrived at independently, and is aw arded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement. 26. Volume of TIPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time. 27. Compliance with the Law. The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules, and regulations applicable to their entity in connection with the programs contemplated under this Agreement. 28. Severability. If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such term(s) or provision(s) shall be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law and the remainder of this Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless such holding causes the obligations of the Parties hereto to be impossible to perform or shall render the terms of this Agreement to be inconsistent with the intent of the Parties hereto. 29. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to th e Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event. 30. Immunity. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 31. Insurance Requirements. Vendor agrees to maintain the following minimum insurance requirements for the duration of this Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at least a rating of “A ” by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirements and in TIPS Vendor Agreement Page 7 no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voi d coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, Ven dor’s policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS. General Liability: $1,000,000 each Occurrence/Aggregate Automobile Liability: Workers' Compensation: Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. If Vendor performs in multiple jurisdictions, Vendor shall maintain the statutory limits for the jurisdiction with the greatest dollar policy limit requirement. Umbrella Liability: $1,000,000 each Occurrence/Aggregate 32. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such breach. 33. Binding Agreement. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal successors, and assigns. 34. Headings. The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement. 35. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas. Any proceeding, claim, action, or alternative dispute resolution arising out of or relating to this Agreement or involving TIPS shall be brought in a State Court of competent jurisdiction in Camp County, Texas, or if Federal Court is legally required, a Federal Court of competent jurisdiction in the Eastern District of Texas, and each of the Parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or and contemplated transaction in any other court. The Parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the Parties irrevocably to waive any objections to venue or to convenience of forum. 36. Relationship of the Parties. Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them. 37. Assignment. No assignment of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in part by a Party hereto without the prior written consent of the other Party. Written consent of TIPS shall not be unreasonably withheld. 38. Minimum Condition and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement. 39. Minimum Customer Support Requirements for TIPS Sales. Vendor shall provide timely and commercially reasonable support for TIPS Sales or as agreed to in the applicable Supplemental Agreement. 40. Minimum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order. 41. Minimum Vendor License Requirements. Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with TIPS Vendor Agreement Page 8 all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving Vendor if Vendor’s license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, ar e 42. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, state, and federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and policies must be complied with even if not specified herein. 43. Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup: When performing work on site at a TIPS Member’s property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes, ordinances, and policies. 44. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, Vendor’s Authorized Reseller, or as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment statutes. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS Administration Fee payment requirements as stated herein. 45. Marketing. Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and advertisements unless Vendor negotiates this term to include a specific acceptable-use directive. Any use of TIPS’ name and lo go or any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to tips@tips-usa.com. For marketing efforts directed to TIPS Members, Vendor must request and execute a separate Joint Marketing Disclaimer, at marketing@tips-usa.com, before TIPS can release contact information for TIPS Member entities for the purpose of marketing your TIPS contract(s). Vendor must adhere to strict Marketing Requirements once a disclaimer is executed. The Joint Marketing Disclaimer is a supplemental agreement specific to joint marketing efforts and has no effect on the terms of the TIPS Vendor Agreement. Vendor agrees that any images, photos, writing, audio, clip art, music, or any other intellectual property (“Property”) or Vendor Data utilized, provided, or approved by Vendor during the cour se of the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees, officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property rights and/or claims arising from the Vendor’s (including Vendor’s officers’, employees’, agents’, Authorized Resellers’, subcontractors’, licensees’, or invitees’) unauthorized use or distribution of Vendor Data and Property. 46. Tax Exempt Status of TIPS Members. Most TIPS Members are tax exempt entities and the laws and regulations applicable to the specific TIPS Member customer shall control. TIPS Vendor Agreement Page 9 47. Automatic Renewal Limitation for TIPS Sales. No TIPS Sale may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale Supplemental Agreement containing an “Automatic Renewal” clause that conflicts with these terms is rendered void and unenforceable. 48. Choice of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Law" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS Sale agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Choice of Law” clause that conflicts with these terms is rendered void and unenforceable. 49. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable. 50. Indemnity Limitation for TIPS Sales. Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable. 51. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause provides for only voluntary and non-binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Arbitration” clause that conflicts with these terms is rendered void and unenforceabl e. In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement. TIPS Vendor Agreement Signature Form Page 1 TIPS VENDOR AGREEMENT SIGNATURE TIPS RFP Vendor Name: _____________________________________________________________________________ Vendor Address: ___________________________________________________________________________ City: _____________________________________________ State: ____________ Zip Code: _____________ Vendor Authorized Signatory Name: ___________________________________________________________ Vendor Authorized Signatory Title: ____________________________________________________________ Vendor Authorized Signatory Phone: ___________________________________________________________ Vendor Authorized Signatory Email: ___________________________________________________________ Vendor Authorized Signature: ________________________________________ Date: ___________________ (The following is for TIPS completion only) TIPS Authorized Signatory Name: _____________________________________________________________ TIPS Authorized Signatory Title: ______________________________________________________________ TIPS Authorized Signature: ________________________________________ Date: ___________________ 78676 DAN PITCHER SECRETARY/TREASURER 512-847-010 dan@emflag.com 5/26/23 Dr. Fitts Executive Director EAGLE FLAG PRODUCTS INC, dba EAGLE MOUNTAIN FLAG & FLAGPOLE 333 FM 2325 WIMBERLEY TX 7/17/2023 230505 Eagle Mountain Flag & Flagpole Eagle Flag Products Inc Supplier Response Event Information Number: 230505 Title: MRO (Maintenance, Repair and Operations of Facilities and Grounds) Supplies, Equipment, Tool Rental, Sales and Services Type: Request for Proposal Issue Date: 5/4/2023 Deadline: 6/16/2023 03:00 PM (CT) Notes:This is a solicitation issued by The Interlocal Purchasing System (TIPS), a department of Texas Region 8 Education Service Center. It is an Indefinite Delivery, Indefinite Quantity ("IDIQ") solicitation. It will result in contracts that provide, through adoption/"piggyback" an indefinite quantity of supplies/services, during a fixed period of time, to TIPS public entity and qualifying non-profit "TIPS Members" throughout the nation. Thus, there is no specific project or scope of work to review. Rather this solicitation is issued as a prospective award for utilization when any TIPS Member needs the goods or services offered during the life of the agreement. ("220605") YOU DO NOT NEED TO RESPOND TO THIS SOLICITATION UNLESS YOU WISH TO REPLACE 210304 OR 220605 AT THIS TIME. IF YOU HOLD 210304 OR 220605, CHOOSE TO RESPOND HEREIN, AND ARE AWARDED ON THIS CONTRACT, YOUR 210304 OR 220605 CONTRACT WILL BE TERMINATED AND REPLACED BY THIS CONTRACT. THERE IS NO ADVANTAGE TO REPLACING YOUR 210304 OR 220605 Vendor: Eagle Mountain Flag & Flagpole 230505Page 1 of 31 pages CONTRACT WITH THIS CONTRACT UNLESS YOU ARE DISPLEASED WITH SOME LIMITATION, PRICING/DISCOUNTS OR OTHERWISE, THAT YOUR ENTITY SUBMITTED IN YOUR ORIGINAL 210304 OR 220605 PROPOSAL. Contact Information Address: Region 8 Education Service Center 4845 US Highway 271 North Pittsburg, TX 75686 Phone: +1 (866) 839-8477 Email: bids@tips-usa.com Vendor: Eagle Mountain Flag & Flagpole 230505Page 2 of 31 pages Eagle Mountain Flag & Flagpole Information Contact: DAN PITCHER Address: 333 FM 2325 WIMBERLEY, TX 78676 Phone: (512) 847-0010 Email: dan@emflag.com Web Address: emflag.com By submitting your response, you certify that you are authorized to represent and bind your company. DAN PITCHER dan@emflag.com Signature Email Submitted at 6/11/2023 12:21:30 PM (CT) Requested Attachments Vendor Agreement 230505 Vendor Agreement - signed.pdf Vendor Name placed in the line provided at the top, and uploaded to this location. If Vendor has proposed deviations to the Vendor Agreement, Vendor may assert so in the Attribute Questions and those shall be addressed during evaluation. Pricing Form 1 Pricing Form 1.xlsx completed as instructed, and uploaded to this location. Alternate or Supplemental Pricing Documents No response Optional. If when completing Pricing Form 1 & Pricing Form 2 you direct TIPS to view additional, alternate, or supplemental pricing documentation, you may upload that documentation. Reference Form 230505 Reference Form1 - completed.xlsx properly completed, and uploaded to this location. The Reference Form must be uploaded in Excel format. Required Confidentiality Claim Form 230505 Required Confidentiality Claim Form.pdf System, reviewed, properly completed, and uploaded to this location. This is the only way for Vendor to assert confidentiality of any information submitted. Conflict of Interest Questionnaire - Form CIQ No response Do not upload this form unless you have a reportable conflict with TIPS. Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the Conflict of Interest reviewed, properly completed, and uploaded at this location. Information Only) TERMS OF USE.pdf Optional. If Vendor would like to display any standard warranties, terms, or conditions which are often applicable to their offerings for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Vendor: Eagle Mountain Flag & Flagpole 230505Page 3 of 31 pages Supplemental Vendor Information (Supplemental Vendor Information Only) emflag capabilities.pdf Optional. If Vendor would like to display or include any brochures, promotional documents, marketing materials, or other Vendor Information for TIPS and TIPS Member Customer consideration, Vendor may upload those at this These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Disclosure of Lobbying Activities - Standard Form - LLL No response Do not upload this form unless Vendor has reportable lobbying activities. Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the IonWave eBid System, reviewed, properly completed, and uploaded to this location. Current Form W-9 W9 2023.pdf Vendor must upload their current IRS Tax Form W-9. The legal name, EIN, and d/b/a's listed should match the information provided herein exactly. This form will be utilized by TIPS to properly identify your entity. Certificates & Licenses (Supplemental Vendor Information Only)HUB CERTIFICATE.pdf Optional. If Vendor would like to display any applicable certificates or licenses (including HUB certificates) for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Pricing Form 2 230505 Pricing Form 2.xlsx completed as instructed, and uploaded to this location. Vendor Logo (Supplemental Vendor Information Only)EMFLAG LOGO WITH CONTACT INFO.PNG Optional. If Vendor desires that their logo be displayed on their public TIPS profile for TIPS and TIPS Member viewing, Vendor may upload that logo at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Vendor Agreement Signature Form 230505 Vendor Agreement Signature Form - signed.pdf System, reviewed, properly completed, and uploaded to this location. If Vendor has proposed deviations to the Vendor Agreement, Vendor may leave the signature line of this page blank and assert so in the Attribute Questions and those shall be addressed during evaluation. Response Attachments repatriot emflag call out.pdf Recycled content American Flag RePatriot Flag_Texas_EM.pdf Recycled Content Texas Flag HUB CERTIFICATE.pdf HUB Certificate Certificate of Membership - emflag.pdf National Independent Flag Dealers Association Membershiop Vendor: Eagle Mountain Flag & Flagpole 230505Page 4 of 31 pages Bid Attributes 1 Disadvantaged/Minority/Women Business & Federal HUBZone Some participating public entities are required to seek Disadvantaged/Minority/Women Business & Federal HUBZone ("D/M/WBE/Federal HUBZone") vendors. Does Vendor certify that their entity is a D/M/WBE/Federal HUBZone vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. NO 2 Historically Underutilized Business (HUB) Some participating public entities are required to seek Historically Underutilized Business (HUB) vendors as defined by the Texas Comptroller of Public Accounts Statewide HUB Program. Does Vendor certify that their entity is a HUB vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. Yes 3 National Coverage Can the Vendor provide its proposed goods and services to all 50 US States? Yes - All 50 States 4 States Served If Vendor answered "No" to the question entitled "National Coverage," please list all states where vendor can provide the goods and services proposed directly below. Your response may dictate which potential TIPS Member customers consider purchasing your offerings. all 50 5 Description of Vendor Entity and Vendor's Goods & Services If awarded, this description of Vendor and Vendor's goods and services will appear on the TIPS website for customer/public viewing. Eagle Mountain Flag and Flagpole is a woman owned small business located in Wimberley, Texas. The company expanded over the years, but we still believe in providing that level of commitment and service. Our staff is friendly, knowledgeable, and well trained in handling all levels of governmental transactions. We take pride in the fact that we only use the highest-grade commercial materials and that our flags and flagpoles are made right here in the not limited to: Applique Flags, digitally Printed Flags, Embroidered Flags, Military Unit Flags, and Streamers sold to sets, traditional, in-ground flagpoles, LED Downlight Flagpoles, jumbo steel flagpoles, shoebase mounts, In-Ground LED, Above-Ground LED, Above-Ground Halogen and Metal Halide, Solar, LED Dome Downlighting, Vendor: Eagle Mountain Flag & Flagpole 230505Page 5 of 31 pages 6 Primary Contact Name Please identify the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of the contract. Desiree Cortez 7 Primary Contact Title Primary Contact Title Office Manager 8 Primary Contact Email Please enter a valid email address that will definitely reach the Primary Contact. desiree@emflag.com 9 Primary Contact Phone Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex.8,668,398,477). Please provide the accurate and current phone number where the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of the contract can be reached directly. 5128470010 10 Primary Contact Fax Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 8778044142 11 Primary Contact Mobile Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). No response 12 Secondary Contact Name Please identify the individual who will be secondarily responsible for all TIPS matters and inquiries for the duration of the contract. Nathan Deans 13 Secondary Contact Title Secondary Contact Title Sales 14 Secondary Contact Email Please enter a valid email address that will definitely reach the Secondary Contact. nathan@emflag.com Vendor: Eagle Mountain Flag & Flagpole 230505Page 6 of 31 pages 15 Secondary Contact Phone Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). Please provide the accurate and current phone number where the individual who will be secondarily responsible for all TIPS matters and inquiries for the duration of the contract can be reached directly. 5128470010 16 Secondary Contact Fax Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 8778044142 17 Secondary Contact Mobile Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). No response 18 Administration Fee Contact Name Please identify the individual who will be responsible for all payment, accounting, and other matters related to Vendor's TIPS Administration Fee due to TIPS for the duration of the contract. Lisa Pitcher 19 Administration Fee Contact Email Please enter a valid email address that will definitely reach the Administration Fee Contact. accounting@emflag.com 20 Administration Fee Contact Phone Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 5128470010 21 Purchase Order and Sales Contact Name Please identify the individual who will be responsible for receiving and processing purchase orders and sales under the TIPS Contract. Desiree Cortez 22 Purchase Order and Sales Contact Email Please enter a valid email address that will definitely reach the Purchase Order and Sales Contact. desiree@emflag.com 23 Purchase Order and Sales Contact Phone Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 5128470010 24 Company Website Company Website (Format - www.company.com) www.emflag.com Vendor: Eagle Mountain Flag & Flagpole 230505Page 7 of 31 pages 25 Entity D/B/A's and Assumed Names You must confirm that you are responding to this solicitation under your legal entity name. Go now to your Supplier Profile in this eBid System and confirm that your profile reflects your "Legal Name" as it is listed on your W9. In this question, please identify all of your entity's assumed names and D/B/A's. Please note that you will be identified publicly by the Legal Name under which you respond to this solicitation unless you organize otherwise with TIPS after award. Eagle Mountain Flag & Flagpole 26 Primary Address Primary Address 333 FM 2325 27 Primary Address City Primary Address City Wimberley 28 Primary Address State Primary Address State (2 Digit Abbreviation) TX 29 Primary Address Zip Primary Address Zip 78676 30 Search Words Identifying Vendor Please list all search words and phrases to be included in the TIPS database related to your entity.Do not list words which are not associated with the bid category/scope (See bid title for general scope). This will help users find you through the TIPS website search function. You may include product names, manufacturers, specialized services, and other words associated with the scope of this solicitation. Flags, Custom Flags, Flagpole, Flagpole Accessories, Banners, 31 Certification of Vendor Residency (Required by the State of Texas) Does Vendor's parent company or majority owner: (A) have its principal place of business in Texas; or (B) employ at least 500 persons in Texas? Texas Education Code Section 44.031 requires that this information be considered in evaluation for certain contracts. However, Vendor response does not affect points, scoring, or potential award. Yes 32 Vendor's Principal Place of Business (City) In what city is Vendor's principal place of business located? WIMBERLEY 33 Vendor's Principal Place of Business (State) In what state is Vendor's principal place of business located? TX Vendor: Eagle Mountain Flag & Flagpole 230505Page 8 of 31 pages 34 Vendor's Years in Business How many years has the business submitting this proposal been operating in its current capacity and field of work? 28 35 Certification Regarding Entire TIPS Agreement Vendor agrees that, if awarded, Vendor's final TIPS Contract will consist of the provisions set forth in the finalized TIPS Vendor Agreement, Vendor's responses to these attribute questions, and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or clarifications issued in relation to the TIPS solicitation; (3) All response to the TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, accepted pricing, accepted responses to questions, and accepted written Does Vendor agree? Yes, Vendor agrees 36 Minimum Percentage Discount Offered to TIPS Members on all Goods and Services (READ CAREFULLY) Please read thoroughly and carefully as an error on your response can render your contract award unusable. TIPS Members often turn to TIPS Contracts for ease of use and to receive discounted pricing. What is the minimum percentage discount that you can offer TIPS Members off of all goods and service pricing (whether offered through Pricing Form 1, Pricing Form 2, or in another accepted format) that you offer? original proposal may be excluded from this discount. Vendor must respond with a percentage from 0%-100%. The percentage discount that you input below will be applied to your "Catalog Pricing", as defined in the solicitation, for all TIPS Sales made during the life of the contract. You cannot alter this percentage discount once the solicitation legally closes. You will always be required to discount every TIPS Sale by the percentage included below with the exception of limited goods/services . If you add goods or services to your "Catalog Pricing" during the life of the contract, you will be required to sell those new items with this discount applied. Example: In this example, you enter a 10% minimum percentage discount below. In year-one of your TIPS Contract, your published "Catalog Pricing" (website/store/published pricing) for "Tablet A" is $100 and for "Tablet Set-Up Service" is $100. In this example, you must sell those items under the TIPS Contract at the proposed 10% discounted price of: "Tablet A" - $90, "Tablet Set-Up Service" - $90. In year two of your TIPS Contract, you update your "Catalog Pricing" with the market. You add "Tablet B" to your "Catalog Pricing" for $200 and have increased the price of "Tablet A" to $110 and the price of "Tablet Set-Up Service" to $110. In this example, after the "Catalog Pricing" update, you must still sell those items under the TIPS Contract at the proposed 10% discounted price of: "Tablet A" - $99, "Tablet Set-Up Service" - $99, and "Tablet B" - $180.00. original proposal, if you cannot honor the discount on all goods and items now included or which may be added in the future with certainty, then you should offer a lesser discount percentage below. What is the minimum percentage discount that you can offer TIPS Members off of all goods and service pricing (whether offered through Pricing Form 1, Pricing Form 2, or in another accepted format) that you offer? 12% Vendor: Eagle Mountain Flag & Flagpole 230505Page 9 of 31 pages 37 Honoring Vendor's Minimum Percentage Discount Vendor is asked in these Attribute Questions to provide a Minimum Percentage Discount offered to TIPS Members on all goods and services sold under the TIPS Contract. Points will be assigned for your response and scoring of your proposal will be affected. A "YES" answer will be awarded the maximum 10 points and a "NO" answer will be awarded 0 points. Does Vendor agree to honor the Minimum Percentage Discount off of their TIPS "Catalog Pricing" that Vendor proposed for all TIPS Sales made for the duration of the TIPS Contract? Yes, Vendor agrees 38 Volume and Additional Discounts In addition to the Minimum Percentage Discount proposed herein, does Vendor ever expect and intend to offer additional, greater, or volume discounts to TIPS Members? Point(s) may be assigned for your response in the category of "Pricing" during scoring and evaluation. Yes 39 "Catalog Pricing" and Pricing Requirements This is a requirement of the TIPS Contract and is non-negotiable. In this solicitation and resulting contract, "Catalog Pricing" shall be defined as: "The then available list of goods or services, in the most current listing regardless of date, that takes the form of a catalog, price list, price schedule, shelf-price or other viewable format that: A. is regularly maintained by the manufacturer or Vendor of an item; and B. is either published or otherwise available for review by TIPS or a customer during the purchase process; C. to which the Minimum Percentage Discount proposed by the proposing Vendor may be applied. If awarded on this TIPS Contract, for the duration of the contract, Vendor agrees to provide, upon request, their then current "Catalog Pricing." Or, in limited circumstances where Vendor has proposed the Percentage Mark-Up method of pricing in this proposal, proof of Vendor's "cost" may be accepted by TIPS in place of catalog pricing. YES Vendor: Eagle Mountain Flag & Flagpole 230505Page 10 of 31 pages 40 EXCEPTIONS & DEVIATIONS TO TIPS STANDARD TERMS AND CONDITIONS Vendor agrees that, if awarded, Vendor's final TIPS Contract will consist of the provisions set forth in the finalized TIPS Vendor Agreement, Vendor's responses to these attribute questions, and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or clarifications issued in relation to the TIPS solicitation; (3) All response to the TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, accepted pricing, accepted responses to questions, and accepted written n the event of conflict between the terms of the finalized Vendor Agreement and one of the incorporated documents the terms and conditions which are in the best interest of governmental/qualifying non-profit TIPS Members shall control at TIPS sole discretion. If Vendor responds, "No, Vendor does not agree" to this Attribute, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. This is the only proper way to submit proposed deviations for TIPS consideration. TIPS reserves the right to accept, decline, or modify Vendor's requested negotiated terms. For this reason, answering "No, Vendor does not agree" may ultimately delay or prevent award. Does Vendor agree with TIPS standard terms and conditions as presented in the TIPS solicitation document (RFP, RCSP, RFQ, or other) and the TIPS Vendor Agreement document? Yes, Vendor agrees 41 TIPS Sales Reporting Requirements This is a requirement of the TIPS Contract and is non-negotiable. By submitting this proposal, Vendor certifies that Vendor will properly report all TIPS sales. With the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS by either: TIPS Contract Name and Number included) to TIPS at tipspo@tips-usa.com (2) Within 3 business days of the order being accepted by Vendor, Vendor must login to the TIPS Vendor Portal and successfully self-report all necessary sale information within the Vendor Portal and confirm that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales discretion. 42 TIPS Administration Fee Requirement and Acknowledgment This is a requirement of the TIPS Contract and is non-negotiable. The collection of fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The TIPS Administration Fee is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of each TIPS Sale legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding RFP or RCSP document. TIPS Administration Fees are due to TIPS immediately By submitting a proposal, Vendor agrees that it has read, understands, and agrees to the published TIPS Administration Fee amount, calculation, and payment requirements. By submitting a proposal Vendor further confirms that all TIPS Pricing includes the TIPS Administration Fee and Vendor will not show adding the TIPS Administration Fee as a charge or line-item in any TIPS Sale. Vendor: Eagle Mountain Flag & Flagpole 230505Page 11 of 31 pages 43 TIPS Member Access to Vendor Proposal & Documentation This is a requirement of the TIPS Contract and is non-negotiable. Notwithstanding any other information provided in this solicitation or Vendor designation of certain documentation to TIPS Members. The proposing Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation to TIPS Members or by TIPS Members. By submitting this proposal, Vendor certifies the foregoing. 44 Non-Collusive Bidding Certificate This is a requirement of the TIPS Contract and is non-negotiable. By submission of this proposal, the Vendor certifies that: 1) This proposal has been independently arrived at without collusion with any other entity, bidder, or with any competitor; 2) This proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids, or proposals for this project, to any other bidder, competitor or potential competitor: 3) No attempt has been or will be made to induce any other person, partnership or corporation to modify, submit, or not to submit a bid or proposal; and 4) The person signing this bid or proposal certifies that they are duly authorized to execute this proposal/contract on behalf of Vendor and they have fully informed themselves regarding the accuracy of the statements contained in this certification, and under the penalties being applicable to the bidder as well as to the person signing in its behalf; 45 This is a requirement of the TIPS Contract and is non-negotiable. By submission of this bid or proposal, Vendor certifies under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this proposal/contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Vendor) identified herein; (2) In connection with this proposal, neither I nor any representative of Vendor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this proposal, neither I nor any representative of the Vendor has violated any federal antitrust law; (4) Neither I nor any representative of Vendor has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. 46 This is a requirement of the TIPS Contract and is non-negotiable. or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance. Vendor: Eagle Mountain Flag & Flagpole 230505Page 12 of 31 pages 47 Required Confidentiality Claim Form This is a requirement of the TIPS Contract and is non-negotiable. TIPS provides the required TIPS Confidentiality Claim Form in the "Attachments" section of this solicitation. Vendor must execute this form by either signing and waiving any confidentiality claim, or designating portions of Vendor's proposal confidential. If Vendor considers any portion of Vendor's proposal to be confidential and not subject to identified the claimed confidential materials through proper execution of the Confidentiality Claim Form. If TIPS receives a public information act or similar request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor documents deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. Confidentiality Claim Form is the only way to assert any portion of Vendor's proposal as confidential. 48 Non-Discrimination Statement and Certification This is a requirement of the TIPS Contract and is non-negotiable. In accordance with Federal civil rights law, all U.S. Departments, including but not limited to the USDA, USDE, FEMA, are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by federal funds (not all bases apply to all programs). Vendor certifies that Vendor will comply with applicable Non-Discrimination and Equal Opportunity provisions set governments. Yes, I certify 49 Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Vendor: Eagle Mountain Flag & Flagpole 230505Page 13 of 31 pages 50 Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees 51 No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees 52 Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. Does Vendor agree? Yes, Vendor agrees 53 Certification Regarding Prohibition of Certain Terrorist Organizations (Tex. Gov. Code 2270) contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Does Vendor certify? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 14 of 31 pages 54 Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this Agreement or any agreement with a TIPS Member under this procurement has value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Vendor certifies, where applicable, that neither the Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any, boycotts Israel, and Vendor agrees that Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory but does not include an action made for ordinary business purposes. When applicable, does Vendor certify? Yes, Vendor certifies 55 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. Code 2274) Certain public entities are prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant Vendor direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by a customer for product warranty and support purposes. Vendor certifies that neither it nor its parent company nor any affiliate of Vendor or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. that Vendor will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor. When applicable, does Vendor certify? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 15 of 31 pages 56 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex. Gov. Code 2274) If (a) Vendor is not a sole proprietorship; (b) Vendor has at least ten (10) full-time employees; and (c) this Agreement or any Supplemental Agreement with certain public entities have a value of at least $100,000 that is paid wholly or partly from public funds; (d) the Agreement is not excepted under Tex. Gov. Code 2274 and (e) the purchasing public entity has determined that Vendor is not a sole-source provider or the purchasing public entity has not received any bids from a company that is able to provide this written verification, the following certification shall apply; otherwise, this certification is not required. Vendor certifies that Vendor, or association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary parent company, or affiliate of these entities or associations, that exists to make a profit, does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or firearm trade association. association based solely on its status as a firearm entity or firearm trade association; (2) 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 (3) terminate an existing business relationship with the entity or association based solely on its of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm continuing an existing business relationship, or decision to terminate an existing business relationship to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency, or for any traditional When applicable, does Vendor certify? Yes, Vendor certifies 57 Certification Regarding Termination of Contract for Non-Compliance (Tex. Gov. Code 552.374) If Vendor is not a governmental body and (a) this Agreement or any Supplemental Agreement with a public entity has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by certain public entities; or (b) this Agreement or any Supplemental Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or services by certain public entities in their fiscal year, the following certification shall apply; otherwise, this certification is not required. As required by Tex. Gov. Code 552.374, the following statement is included in the RFP and the Agreement (unless the Agreement is (1) related to the purchase or underwriting of a public security; (2) is or may be used as collateral of Subchapter J, Chapter 552, Government Code, may apply to this solicitation and Agreement and the Vendor agrees that this Agreement and any applicable Supplemental Agreement can be terminated if Vendor knowingly or Pursuant to Chapter 552 of the Texas Government Code, Vendor certifies that Vendor shall: (1) preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to TIPS or the purchasing TIPS Member for the duration of the Agreement; (2) promptly provide to TIPS or the purchasing TIPS Member any contracting information related to the Agreement that is in the custody or possession of Vendor on request of TIPS or the purchasing TIPS Member; and (3) on completion of the Agreement, either (a) provide at no cost to TIPS or the purchasing TIPS Member all contracting information related to the Agreement that is in the custody or possession of Vendor, or (b) preserve the contracting information related to the Agreement as provided by the records retention requirements applicable to TIPS or the purchasing TIPS Member. When applicable, does Vendor certify? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 16 of 31 pages 58 Certification Regarding Prohibition of Boycotting Certain Energy Companies (Tex. Gov. Code 2274) If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this Agreement or any Supplemental Agreement with certain public entities has a value of $100,000 or more that is to be paid wholly or partly from public funds, the following certification shall apply; otherwise, this certification is not required. Vendor certifies that Vendor, or any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of these entities or business associations, if any, do not boycott energy companies and will not boycott energy companies during the term of the Agreement or any applicable Supplemental Agreement. partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, that exists to make a profit. terminating business activities with, or otherwise taking any action intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (a) 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, or (b) does business with a company described When applicable, does Vendor certify? Yes, Vendor certifies 59 Felony Conviction Notice - Texas Education Code 44.034 Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states, "a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general Subsection (b) states, "a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services Subsection (c) states, "This section does not apply to a publicly held corporation. Vendor certifies one of the following: A. My firm is a publicly held corporation; therefore, this reporting requirement is not applicable, or; B. My firm is not owned nor operated by anyone who has been convicted of a felony, or; C. My firm is owned or operated by the following individual(s) who has/have been convicted of a felony. If Vendor responds with Option (C), Vendor is required to provide information in the next attribute. B. My firm is not owned nor operated by felon. Vendor: Eagle Mountain Flag & Flagpole 230505Page 17 of 31 pages 60 Felony Conviction Notice - Texas Education Code 44.034 - Continued If Vendor selected Option (C) in the previous attribute, Vendor must provide the following information herein: 1. Name of Felon(s) 2. The Felon(s) title/role in Vendor's entity, and 3. Details of Felon(s) Conviction(s). No response 61 Conflict of Interest Questionnaire Requirement Vendor agrees that it has looked up, read, and understood the current version of Texas Local Government Code Chapter 176 which generally requires disclosures of conflicts of interests by Vendor hereunder if Vendor: (1) has an employment or other business relationship with a local government officer of our 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 our 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 our local governmental entity. (4) Any other financial, commercial, or familial relationship with our local government that may warrant reporting under this statute. Does Vendor certify that it has NO reportable conflict of interest? Yes, Vendor certifies - VENDOR HAS NO CONFLICT 62 Conflict of Interest Questionnaire Requirement - Form CIQ - Continued If you responded "No, Vendor does not certify - VENDOR HAS CONFLICT" to the Conflict of Interest Questionnaire question above, you are required by law to fully execute and upload the form attachment entitled "Conflict of Interest Questionnaire - Form CIQ." If you accurately claimed no conflict above, you may disregard the form attachment entitled "Conflict of Interest Questionnaire - Form CIQ." Have you uploaded this form if applicable? Not Applicable 63 Upload of Current W-9 Required Vendors are required by TIPS to upload a current, accurate W-9 Internal Revenue Service (IRS) Tax Form for your entity. This form will be utilized by TIPS to properly identify your entity. You must confirm that you are responding to this solicitation under your legal entity name. Go now to your Supplier Profile in this eBid System and confirm that your profile reflects your "Legal Name" as it is listed on your W9. 64 Regulatory Good Standing Certification Does Vendor certify that its entity is in good standing will all government entities and agencies, whether local, state, or federal, that regulate any aspect of Vendor's field of work or business operations? If Vendor selects "No", Vendor must provide explanation on the following attribute question. Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 18 of 31 pages 65 Regulatory Good Standing Certification - Explanation - Continued If Vendor responded to the prior attribute that "No", Vendor is not in good standing, Vendor must provide an explanation of that lack of good standing here for TIPS consideration. No response 66 Instructions Only - Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Instructions for Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. Vendor: Eagle Mountain Flag & Flagpole 230505Page 19 of 31 pages 67 Suspension or Debarment Certification Read the instructions in the attribute above and then answer the following accurately. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Does Vendor certify? Yes, Vendor certifies 68 Vendor Certification of Criminal History - Texas Education Code Chapter 22 Texas Education Code Chapter 22 requires entities that contract with school districts to provide services to obtain criminal history record information regarding covered employees. Contractors must certify to the district that they have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a school district pursuant to this law. DEFINITIONS Covered employees: Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have direct contact with students. The District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any conviction or other criminal history information designated by the District, or one of the following offenses, if at the time of the offense, the victim was under 18 or enrolled in a public school: (a) a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law or the laws of another state. Vendor certifies: NONE (Section A):None of the employees of Vendor and any subcontractors are covered employees, as defined above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure that the employees of Vendor and any subcontractor will not become covered employees. Contractor will maintain these precautions or conditions throughout the time the contracted services are provided under this procurement. OR SOME (Section B): Some or all of the employees of Vendor and any subcontractor are covered employees. If this box is checked, I further certify that: (1) Vendor has obtained all required criminal history record information regarding its covered employees. None of the covered employees has a disqualifying criminal history; (2) If Vendor receives information that a covered employee subsequently has a reported criminal history, Vendor will immediately remove the covered employee from contract duties and notify the purchasing entity in writing within 3 business days; (3) Upon request, Vendor will provide the purchasing entity with the name and any other requested information of covered employees so that the purchasing entity may obtain criminal history record information on the covered employees; (4) If the purchasing entity objects to the assignment of a covered employee on the basis of the covered employee's criminal history record information, Vendor agrees to discontinue using that covered employee to provide services at the purchasing entity. Which option does Vendor certify? Yes, I certify - NONE (Section A) Vendor: Eagle Mountain Flag & Flagpole 230505Page 20 of 31 pages 69 Certification Regarding "Choice of Law" Terms with TIPS Members Vendor agrees that if any "Choice of Law" provision is included in any sales agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the sales agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Choice of Law" clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes, Vendor agrees 70 Certification Regarding "Venue" Terms with TIPS Members Vendor agrees that if any "Venue" provision is included in any sales agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution is shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes, Vendor agrees 71 Certification Regarding "Automatic Renewal" Terms with TIPS Members Vendor agrees that no TIPS Sale may incorporate an "Automatic Renewal" clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing a Supplemental Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale Supplemental Agreement containing an "Automatic Renewal" clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes, Vendor agrees Vendor: Eagle Mountain Flag & Flagpole 230505Page 21 of 31 pages 72 Certification Regarding "Indemnity" Terms with TIPS Members Texas and other jurisdictions restrict the ability of governmental entities to indemnify others.Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]" unless the TIPS Member expressly agrees otherwise.Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes, Vendor agrees 73 Certification Regarding "Arbitration" Terms with TIPS Members Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause provides for only voluntary and non-binding arbitration unless the TIPS Member expressly agrees is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes, Vendor agrees 74 2 CFR PART 200 AND FEDERAL CONTRACT PROVISIONS EXPLANATION TIPS and TIPS Members will sometimes seek to make purchases with federal funds. In accordance with 2 C.F.R. Part 200 of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards Vendor's response to the following questions labeled "2 CFR Part 200 or Federal Provision" will indicate Vendor's willingness and ability to comply with certain requirements which may be applicable to TIPS purchases paid for with federal funds, if accepted by Vendor. Your responses to the following questions labeled "2 CFR Part 200 or Federal Provision" will dictate whether TIPS can list this awarded contract as viable to be considered for a federal fund purchase.Failure to certify all requirements labeled "2 CFR Part 200 or Federal Provision" will mean that your contract is listed as not viable for the receipt of federal funds. However, it will not prevent award. If you do enter into a TIPS Sale when you are accepting federal funds, the contract between you and the TIPS Member will likely require these same certifications. Vendor: Eagle Mountain Flag & Flagpole 230505Page 22 of 31 pages 75 2 CFR Part 200 or Federal Provision - Vendor Willingness to Accept Federal Funds This certification is not required by federal law. However, TIPS Members are public entities and qualifying non- profits which often receive federal funding and grants (ESSER, CARES Act, EDGAR, etc.)Accepting such funds often requires additional required certifications and responsibilities for Vendor. The following attribute questions include these required certifications. Your response to this questions, the following certifications, and other factors will determine whether your contract award will be deemed as eligible for federal fund expenditures by TIPS Members. If awarded, is Vendor willing to accept payment for goods and services offered under this contract paid for by a TIPS Member with federal funds? Yes 76 2 CFR Part 200 or Federal Provision - Contracts Contracts for more than the simplified acquisition threshold currently set at $250,000 , which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserve all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does vendor agree? Yes, Vendor agrees 77 2 CFR Part 200 or Federal Provision - Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserve the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserve the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The Vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes, Vendor agrees Vendor: Eagle Mountain Flag & Flagpole 230505Page 23 of 31 pages 78 2 CFR Part 200 or Federal Provision - Clean Air Act Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members require that the proposer certify that during the term of an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the above regulations, including all of the terms listed and referenced therein. Does vendor agree? Yes, Vendor agrees 79 2 CFR Part 200 or Federal Provision - Byrd Anti-Lobbying Amendment 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. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members require the proposer certify that during the term and during the life of any contract with ESC Region 8 and TIPS Members resulting from this procurement process the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Does Vendor agree? Yes, Vendor agrees Vendor: Eagle Mountain Flag & Flagpole 230505Page 24 of 31 pages 80 2 CFR Part 200 or Federal Provision - Byrd Anti-Lobbying Amendment - Continued Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. 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. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a 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 grant or cooperative in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does Vendor certify that it has NOT lobbied as described herein? Yes, Vendor certifies - NO Reportable Lobbying 81 2 CFR Part 200 or Federal Provision - Byrd Anti-Lobbying Amendment - Continued If you answered "No, Vendor does not certify - Lobbying to Report" to the above attribute question, you must download, read, execute, and upload the attachment entitled "Disclosure of Lobbying Activities - Standard Form - LLL", as instructed, to report the lobbying activities you performed or paid others to perform. 82 2 CFR Part 200 or Federal Provision - Federal Rule Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Does vendor certify compliance? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 25 of 31 pages 83 2 CFR Part 200 or Federal Provision - Procurement of Recovered Materials A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Does vendor certify that it is in compliance with these provisions? Yes, Vendor certifies 84 2 CFR Part 200 or Federal Provision - Rights to Inventions subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in the Federal rule above. Does vendor certify? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 26 of 31 pages 85 2 CFR Part 200 or Federal Provision - Domestic Preferences for Procurements and Compliance with Buy America Provisions As appropriate and to the extent consistent with law, TIPS Member Customers, to the greatest extent practicable under a Federal award, may 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). Vendor agrees that the requirements of this section will be included in all subawards including all contracts and purchase orders for work or products under this award, to the greatest extent practicable under a Federal award. steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, 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. Vendor certifies that it is in compliance with all applicable provisions of the Buy America Act. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. For purposes of 2 CFR Part 200.322, melting stage through the application of coatings, occurred in the United States. metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will 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). Does Vendor Certify? Yes, Vendor certifies 86 2 CFR Part 200 or Federal Provision - Ban on Foreign Telecommunications ESC 8 and TIPS Members are prohibited from obligating or expending Federal financial assistance, to include loan or grant funds, to: (1) procure or obtain, (2) extend or renew a contract to procure or obtain, or (3) enter into a produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), and physical security surveillance of critical infrastructure and other national security purposes, and video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies technology as part of any system. Does vendor certify? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 27 of 31 pages 87 2 CFR Part 200 or Federal Provision - Contract Cost & Price For contracts more than the simplified acquisition threshold currently set at $250,000, a TIPS Member may, in very rare circumstances, be required to negotiate profit as a separate element of the price pursuant to 2 C.F.R. 200.324(b). Under those circumstances, Vendor agrees to provide information and negotiate with the TIPS Member regarding profit as a separate element of the price. However, Vendor certifies that the total price charged by the Does Vendor certify? Yes, Vendor certifies 88 2 CFR Part 200 or Federal Provision - Equal Employment Opportunity Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of assisted in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b),in accordance with Executive Order 11246,Employment (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p.339), as amended by Order11246 Relating to Equal Employment and implementing regulations at 41 CFR part 60,of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members on any federally assisted construction contract, the equal opportunity clause is incorporated by reference here. Does Vendor Certify? Yes, Vendor certifies 89 2 CFR Part 200 or Federal Provision - Davis Bacon Act Compliance Texas Statute requires compliance with Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excessof $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5,to Contracts Covering Federally Financed and Assisted In accordance with the statute, contractors must be required to pay wages to laborers and mechanicsat a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non- Federal entity must placea copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland Act (40 U.S.C. 3145), as supplementedby Department of Labor regulations (29 CFR Part 3,and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. Pursuant to state and federal requirements, Vendor certifies that it will be in compliance with all applicable Davis-Bacon Actprovisions if/when applicable. Does Vendor certify? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 28 of 31 pages 90 2 CFR Part 200 or Federal Provision - Contract Work Hours and Safety Standards Where applicable, all contracts awarded by ESC 8 and TIPS Members in excess of $100,000 that involve the employment of mechanicsor laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Departmentof Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excessof the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirementsdo not apply to the purchases of supplies or materialsor articles ordinarily available on the open market, or contracts for transportation or transmissionof intelligence. Pursuant to the above,when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that during the term of an awardfor all contracts resulting from this procurement process, Vendor will be in compliance with all applicable provisions of the Contract WorkHours and Safety Standards Act. Does Vendor certify? Yes, Vendor certifies 91 2 CFR Part 200 or Federal Provision - FEMA Fund Certification & Certification of Access to Records If and when Vendor accepts a TIPS purchase paid for in full or part with FEMA funds, Vendor certifies that: (1) Vendor agrees to provide the TIPS Member, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to and rights to reproduce any books, documents, papers, and records of the Contractor which are directly pertinent to this contract, or any contract resulting from this procurement, for the purposes of making audits, examinations, excerpts, and transcriptions. This right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. Vendor agrees to provide the FEMA Administrator or an authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. Vendor acknowledges and agrees that no language in this contract or the contract with the TIPS Member is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. or likenesses of DHS agency officials without specific FEMA pre-approval. (3) The Vendor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. (4) The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. (5) The Vendor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) Does Vendor certify? Yes, Vendor certifies 92 2 CFR Part 200 or Federal Provision - Certification of Compliance with the Energy Policy and Conservation Act When appropriate and to the extent consistent with the law, Vendor certifies that it will comply with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq; 49 C.F.R. Part 18) and any state mandatory standards and policies relating to energy efficiency which are contained in applicable state energy conservation plans issued in compliance with the Act. Does Vendor certify? Yes, Vendor certifies Vendor: Eagle Mountain Flag & Flagpole 230505Page 29 of 31 pages 93 2 CFR Part 200 or Federal Provision - Certification of Compliance with Never Contract with the Enemy Where applicable, all contracts awarded by ESC 8 and TIPS Members in excess of $50,000.00, within the period of performance, and which are performed outside of the United States, including U.S. territories, are subject to the regulations implementing Never Contract with the Enemy in 2 CFR part 183. Per 2 CFR part 183, in the situation specified, ESC 8 and TIPS Members shall terminate any contract or agreement resulting from this procurement which violates the Never Contract with the Enemy regulation in 2 CFR part 183, including if Vendor is actively opposing the United States or coalition forces involved in a contingency operation in which members of the the Armed Forces are actively engaged in hostilities. Vendor certifies that it is neither an excluded entity under the System for Award Management (SAM) nor Federal Awardee Performance and Integrity Information System (FAPIIS) for any contract terminated due to Never Contract with the Enemy as a Termination for Material Failure to Comply. Does Vendor certify? Yes, Vendor certifies 94 2 CFR Part 200 or Federal Provision - Certification of Compliance with EPA Regulations For contracts resulting from this procurement, in excess of $100,000.00 and paid for with federal funds, Vendor certifies that Vendor will comply with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15. Does Vendor certify? Yes, Vendor certifies 95 2 CFR Part 200 or Federal Provision - Record Retention Requirements For contracts resulting from this procurement, paid for by ESC 8 or TIPS Members with federal funds, Vendor certifies that Vendor will comply with the record retention requirements detailed in 200.334. Vendor certifies 200.334 for a period of three years after final expenditure or financial reports, as applicable, and all other pending matters are closed. Does Vendor certify? Yes, Vendor certifies 96 2 CFR Part 200 or Federal Provision - Subcontracting and Affirmative Steps for Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Firms. Do you ever anticipate the possibility of subcontracting any of your work under this award if you are successful? If you respond "Yes", you must respond to the following attribute question accurately. If you respond "No", you may skip the following attribute question. YES Vendor: Eagle Mountain Flag & Flagpole 230505Page 30 of 31 pages 97 2 CFR Part 200 or Federal Provision - If "Yes" Response to Above Attribute - Continued - Subcontracting and Affirmative Steps for Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Firms. Only respond to this question if you responded "Yes" to the attribute question directly above. Skip this question if you responded "No" to the attribute question directly above. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (a)The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce ; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1) through (5) of this section. Does Vendor certify? Yes, Vendor certifies 98 ACKNOWLEDGMENT & BINDING CORPORATE AUTHORITY By submitting this proposal, the individual(s) submitting on behalf of the Vendor certify that they are authorized by Vendor to complete and submit this proposal on behalf of Vendor and that this proposal was duly submitted on behalf of Vendor by authority of its governing body, if any, and within the scope of its corporate powers. Vendor further certifies that it has read, examined, and understands all portions of this solicitation including but not limited to all attribute questions, attachments, solicitation documents, bid notes, and the Vendor Agreement(s). Vendor certifies that, if necessary, Vendor has consulted with counsel in understanding all portions of this solicitation. Vendor: Eagle Mountain Flag & Flagpole 230505Page 31 of 31 pages �W H � U � �^ � H W �^� � �-�I � "� �.," �" C� . C� � •� � � � � . w� U O � � � �" S�" . � .O . � � � � �..i Q t � � W z w w W � � a I� � �--� � � � � � � O � � U � � .� � � � � � � � � .� 0 �. Q., � O � � � � � .� .� � N � � � � � U U �' W � � �"" s.�. � � � � � � N � O � � o � � a. � � v� � .� � .� � �F=� O � � O � �. O � a� � � � O bA �, N U N � N � N �. N N � � i l� ri U — rn �o � -' o in "� O C M 111 � ,� C c-I c-I � � � � � O r-I c-I N i m � � N c-I i11 � N � N M � ti � � N lD M W O i � N � O lD � � � _ -.� �° ° E y > O � > v ,—, O x O ^" � GU � N 4A � ,=-� • r � � � � � W y 0 � �o �j � �--i J >. c N 3 C � C.� � � 0 � � LJ � � � � N 0 •� C � N � Cj � �o � � z � N � ^� � � Z Y v � .r y � • � � � :� •� � + o E v � o °' � � � c � o � � ; c +, � � ' � � N � � N v � Z �' � a� � y m z � � � � ^� � � E � � U H J J � � � N ' U W '� U a � � C tn � O O U O c�a � � Z a� �� � � � w � y N C = W � ;> � cn c � Z • � o2S � � Q L z � ~ L O +-' � � •� U � i � H cv w W Q o p�+� c�a O p � �, ~ � N � ~ = w m a � � O � 0 i � �� d � Y � p � v � � t~ � � � — Q U W U 2 U 0 U cn 0 U (VENDOR MUST COMPLETE THE FOLLOWING VENDOR INFORMATION) Vendor Entity Name: _________________________________________________________________________________________ Vendor Authorized Signatory Name: _____________________________________________________________________________ Vendor Authorized Signatory Title: ______________________________________________________________________________ Vendor Authorized Signatory Email: _____________________________________________________________________________ Vendor Address: _____________________________________________________________________________________________ City: _______________________________________________________________ State: ____________ Zip Code: _____________ Vendor agrees that it is voluntarily providing its data (including but not limited to: Vendor information, Vendor documentati on, Vendor’s proposal, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images, Vendor’s contact information, Vendor’s brochures and commercial information, Vendor’s financial information, Vendor’s certifications, and any other Vendor information or documentation submitted to TIPS by Vendor and its agents) (Hereinafter, “Vendor Data”) to TIPS. Vendor understands and agrees that TIPS is a government entity subject to public information laws including but not limited to Texas Government Code (TGC) Chapter 552. Vendor agrees that regardless of confidentiality designations herein, Vendor’s submission of a proposal constitutes Vendor’s consent to the disclosure and release of Vendor’s Data and comprehensive proposal , including any information deemed confidential or proprietary herein, to and by TIPS Members. Notwithstanding the foregoing permissible release to TIPS Members, if Vendor considers any portion of Vendor’s proposal to be otherwise confidential and not subject to public disclosure pursuant to public information laws,including but notlimited to TGCChapter 552, Vendor must properly execute Option 1 only below, attach to this PDF all documents and information that Vendor deems confidential, and upload the consolidated documentation. Regardless of the Option selected below, this form must be completed and uploaded to the “Response Attachments” section of the eBid System entitled “Required Confidentiality Claim Form.” Execution and submission of this form is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a request, a Public Information Request, or subpoena. If TIPS receives a request, any responsive documentation not deemed confidential by you through proper execution of Option 1 of this form will be automatically released. For information deemed confidential by you through proper execution of Option 1 of this form, TIPS will follow procedures of controlling statute(s) regarding withholding that documentation and shall not be liable for any release of information required by law, including Attorney General opinion or court order. (VENDOR MUST COMPLETE ONE OF THE TWO OPTIONS AND UPLOAD IN THE EBID SYSTEM) (Confirm each bullet point and sign below) Vendor claims some Vendor Data confidential to the extent permitted by TGC Chapter 552 and other applicable law. Vendor attached to this PDF all potentially confidential Vendor Data and listed the number of attached pages below. Vendor’s authorized signatory has signed below and shall upload this document in the proper location in the eBid System. Vendor agrees that TIPS shall not be liable for any release of confidential information required by law. Number of pages attached deemed confidential: ____________ Authorized Signature: ________________________________ (Confirm each bullet point and sign below) By signing for Option 2 below, Vendor expressly waives any confidentiality claim for all Vendor Data submitted in relation to this proposal and resulting contract. Vendor confirms that TIPS may freely release Vendor Data submitted in relation to this proposal or resulting contract to any requestor. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of Vendor Data by TIPS or TIPS Members. Vendor’s authorized signatory has signed below and shall upload this document in the proper location in the eBid System. Vendor agrees that TIPS shall not be liable for any release of confidential information required by law. Authorized Signature: ________________________________ 230505 EAGLE FLAG PRODUCTS INC, dba EAGLE MOUNTAIN FLAG & FLAGPOLE DAN PITCHER SECRETARY/TREASURER dan@emflag.com 333 FM 2325 WIMBERLEY TX 78676 Dan Pitcher Digitally signed by Dan Pitcher DN: cn=Dan Pitcher, o=Eagle Mountain Flag & Flagpole, ou=Eagle Mountain Flag & Flagpole, email=dan@emflag.com, c=US Date: 2023.05.16 08:35:19 -05'00' VENDOR SUPPLEMENTAL INFORMATION TIPS permits proposals to display to TIPS Member Customers their qualifications, offerings, and special terms. The following documents are for marketing and in herein contains any warranties, terms, or conditions, the TIPS Member Customer may review and determine whether or not those are applicable and acceptable for any TIPS purchase before proceeding. If the Vendor Supplemental Information contains any licenses or certificates, TIPS encourages the TIPS Member Customer to ensure current accuracy at the time of a TIPS purchase. .� s i o� � � v � � v � a � � �� �i V � i.�. 0 � � 'u 0 � � Q � � �, � � LL � � a � � �n5 W � � � 0 � � Z � O Q �A ca � .� •� . .� � a--� � � 0 ` � �1A ca w M N � N � � � � .� � Q N � C � a--+ C a E � U 0 � � N L .� � � L � � � � v � � � � � v � � � � � � 0 a � � � 0 � � � � '_ Q a o o � �Z zo }�j L •� � � � v � v � � � �� � v � � �, �� L � � � Q � o > L � Q � � O � � � � � �j � •��`d N L � Q.i � Q � � � '� � N � N � � � Texas Historically Underutilized Business (HUB) Certificate Certificate/VID Number:1830840050800 File/Vendor Number:509469 Approval Date:04-SEP-2020 Scheduled Expiration Date:04-SEP-2024 The Texas Comptroller of Public Accounts (CPA), hereby certifies that EAGLE FLAG PRODUCTS, INC. has successfully met the established requirements of the State of Texas Historically Underutilized Business (HUB) Program to be recognized as a HUB. This certificate printed 04-SEP-2020, supersedes any registration and certificate previously issued by the HUB Program. If there are any changes regarding the information (i.e., business structure, ownership, day-to-day management, operational control, business location) provided in the submission of the business’ application for registration/certification as a HUB, you must immediately (within 30 days of such changes) notify the HUB Program in writing. The CPA reserves the right to conduct a compliance review at any time to confirm HUB eligibility. HUB certification may be suspended or revoked upon findings of ineligibility. Statewide HUB Program Statewide Procurement Division Note: In order for State agencies and institutions of higher education (universities) to be credited for utilizing this business as a HUB, they must a ward payment under the Certificate/VID Number identified above. Agencies, universities and prime contractors are encouraged to verify the company’s HUB certification prior to issuing a notice of award by accessing the Internet (https://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp) or by contacting the HUB Program at 512-463-5872 or toll-free in Texas at 1-888-863-5881. The Texas Comptroller of Public Accounts (CPA) administers the Statewide Historically Underutilized Business (HUB) Program for the State of Texas, which includes certifying minority, woman, and service disabled veteran-owned businesses as HUBs and facilitates the use of HUBs in state procurement and provides them with information on the state's procurement process. We are pleased to inform you that your application for certification/re-certification as a HUB has been approved. Your company's profile is listed in the State of Texas HUB Directory and may be viewed online at https://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. Provided that your company continues to meet HUB eligibility requirements, the attached HUB certificate is valid for the time period specified. You must notify the HUB Program in writing of any changes affecting your company’s compliance with the HUB eligibility requirements, including changes in ownership, day-to-day management, control and/or principal place of business. Note: Any changes made to your company’s information may require the HUB Program to re-evaluate your company’s eligibility. Please visit our website at http://comptroller.texas.gov/procurement/prog/hub/ and reference our publications (i.e. Grow Your Business pamphlet, HUB Brochure and Vendor Guide) providing addition information on state procurement resources that can increase your company’s chances of doing business with the state. Thank you for your participation in the HUB Program! If you have any questions, you may contact a HUB Program representative at 512-463-5872 or toll-free in Texas at 1-888-863-5881. Rev. 06/19 Eagle Mountain Flag and Flagpole is a woman owned small business located in Wimberley, Texas. The company was started in 1995 with the owner’s going door to door and hand delivering the flags. Our company has expanded over the years, but we still believe in providing that level of commitment and service. Our staff is friendly, knowledgeable, and well trained in handling all levels of governmental transactions. We take pride in the fact that we only use the highest-grade commercial materials and that our flags and flagpoles are made right here in the USA. Eagle Mountain Flag and Flagpole always offers the most favored customer pricing to government agencies. Products offered include, but are not limited to: Flags - U.S. Flags - Historical Flags - State Flags - International Flags - Military Flags - Custom Flags We make all types of custom flags. Choice include, but are not limited to: Applique Flags, digitally Printed Flags, Embroidered Flags, Military Unit Flags, and Streamers sold to Governments, Municipalities, Corporate America, Small Business, Schools, and Civilian Service Departments. Commercial & Residential Flagpoles (4 Ft. to 400 Ft.) We have flagpoles for every application. Indoor presentation sets, traditional, in-ground flagpoles, LED Downlight Flagpoles, jumbo steel flagpoles, shoebase mounts, outriggers, vertical wall mounts, and dock mounts. If you have a flag or flagpole need we can fulfill it Flagpole (Internal & External) Hardware Parts & Accessories - Ornaments (Finials) Including: Balls, Eagles, Crosses, and Stars - Trucks (Pulleys) - Flash Collars - Halyard - Cleat Covers - Snap Hooks - Ground Sleeves - Cleats Flagpole Lighting We offer flagpole lighting for every need or application. Options include, but are not limited to: In-Ground LED, Above-Ground LED, Above-Ground Halogen and Metal Halide, Solar, LED Dome Downlighting, and Amber LED Dome Downlighting for those with environmental statutes and/or concerns. - Indoor, Parade, and Guidon Sets - Indoor Ornaments, Stands, and Accessories �� �_ � '�� Each flag created T60 thread on � � � from at least 15 � all stitching for �,.- recycled plastic 20°/, stronger �� ��''� bottles sewn seams M`.,yYr- • �` " Uni-Directional � � 1� Chain stitth will r* `�� 100%� Made �� ,,,, t,� flex and resist 'jo�, o�c�''� In the U.S.A pL ,•° �, breaking for r�¢�-��,�s - longer lasting performance as well as X-Box corner reinforrement � �` . . (512) 847-0010 info@emflag.com �- -� :i, . •r . �•�r• .: j�` ;.�•., �!A. . . i � ' � r � ����� ���o������ �� � ���� Starfield embroidered in the USA on top of blue dyed custom recycied fabric Header � constructed of heavy nine � ounce polyester sateen material and brass grommets www.emflag.com � . �. � -_ 4 _ ,_ - . _ , --;_,_ . � _ . - - ���,� r: _ _ � �� �. � �: � � -� - �'�� , • �. ,�,,.. . 3 _, - . - ��,Y .� - ,_. �`�� ; �' s'� ��� . �'`: ".''y., �� . � .'�, � _ �' �� -•wi. �p}- _ � .-i . f : �� � - - _ _. . '-�r - � ���t. . � � �-. _ N - . . " _ �I _�.iL�.�> '�, � �,� Star ��- Each flag created T60 thread on embroidered � � from at least 15 all stitching for in the USA on �,. -� ,� recycled plastic 20 % stronger top of blue dyed �= a�\' � bottles sewn seams custom recycled "�"' - fabric �; ' � Uni-Directional � Chain stitch will �`�� 100%� Made �!, �� ,,,, flex and resist � 0���4� In the U.S.A _ ' � breaking for �¢�-���a`P v - ` � - � r = longer lasting performance as well as X-Box corner reinforcement � Header � constructed � of heavy nine � ounce polyester sateen material and brass grommets (512) 847-0010 � ��J�, � info@emflag.com ��o������ www.emflag.com �,. _��� :�� �:� :����� _ � - �.� -- �-- --= �����, � . _� _ _ �� : � ! - . -� �w �. �� 3 �`���� � - -��- _ �= _ �� � •' y� ..'$4,`�� ��iy �� ,'j; .), �, ' �� � ,i:�l ��'-�'k.�@' -- . �, �r' '�: � — :�� � .�` ' � . 1 4��+ � - ��< . r ���a r- ' f� ' - "y���• c. . �r-,� � . - \ .'r =��d►' {� ��� �._ ,. �'..i�x +�: .:� TERMS OF USE Last updated January 01, 2019 AGREEMENT TO TERMS These Terms of Use constitute a legally binding agreement made between you,whether personally or on behalf of an entity ("you") and Eagle Flag Products,Inc.,doing business as Eagle Mountain Flag & Flagpole ("Eagle Mountain Flag &Flagpole","we","us",or "our''),concerning your access to and use of the https://emflag.com website as well as any other media form,media channel,mobile website or mobile application related,linked,or otherwise connected thereto (collectively,the "Site").You agree that by accessing the Site,you have read,understood,and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE,THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference.We reserve the right,in our sole discretion,to make changes or modifications to these Terms of Use at any time and for any reason.We will alert you about any changes by updating the "Last updated" date of these Terms of Use,and you waive any right to receive specific notice of each such change.It is your responsibility to periodically review these Terms of Use to stay informed of updates.You will be subject to,and will be deemed to have been made aware of and to have accepted,the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly,those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws,if and to the extent local laws are applicable.The Site is intended for users who are at least 18 years old.Persons under the age of 18 are not permitted to use or register for the Site. INTELLECTUAL PROPERTY RIGHTS Unless otherwise indicated,the Site is our proprietary property and all source code,databases. functionality,software,website designs,audio,video,text,photographs,and graphics on the Site (collectively,the "Content") and the trademarks,service marks,and logos contained therein (the "Marks") are owned or controlled by us or licensed to us,and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States,foreign jurisdictions,and international conventions.The Content and the Marks are provided on the Site "AS IS" for your information and personal use only.Except as expressly provided in these Terms of Use,no part of the Site and no Content or Marks may be copied,reproduced,aggregated,republished,uploaded, posted,publicly displayed,encoded,translated,transmitted,distributed,sold,licensed,or otherwise exploited for any commercial purpose whatsoever,without our express prior written permission. Provided that you are eligible to use the Site,you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal,noncommercial use.We reserve all rights not expressly granted to you in and to the Site.the Content and the Marks. USER REPRESENTATIONS By using the Site,you represent and warrant that: (1) all registration information you submit will be true, accurate,current,and complete;(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;(3) you have the legal capacity and you agree to comply with these Terms of Use;(4) you are not a minor in the jurisdiction in which you reside;(5) you will not access the Site through automated or non-human means,whether through a bot,script or otherwise;(6) you will not use the Site for any illegal or unauthorized purpose;and (7) your use of the Site will not violate any applicable law or regulation. If you provide any information that is untrue.inaccurate,not current,or incomplete,we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). USER REGISTRATION You may be required to register with the Site.You agree to keep your password confidential and will be responsible for all use of your account and password.We reserve the right to remove,reclaim,or change a username you select if we determine,in our sole discretion.that such username is inappropriate, obscene,or otherwise objectionable. PRODUCTS We make every effort to display as accurately as possible the colors.features.specifications.and details of the products available on the Site.However.we do not guarantee that the colors.features. specifications.and details of the products will be accurate,complete,reliable,current.or free of other errors.and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability,and we cannot guarantee that items will be in stock.We reserve the right to discontinue any products at any time for any reason.Prices for all products are subject to change. PURCHASES AND PAYMENT We accept the following forms of payment: -Visa - Mastercard - American Express - Discover You agree to provide current,complete,and accurate purchase and account information for all purchases made via the Site.You further agree to promptly update account and payment information.including email address.payment method,and payment card expiration date.so that we can complete your transactions and contact you as needed.Sales tax will be added to the price of purchases as deemed required by us.We may change prices at any lime.All payments shall be in U.S.dollars. You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees.and you authorize us to charge your chosen payment provider for any such amounts upon placing your order.We reserve the right to correct any errors or mistakes in pricing.even if we have already requested or received payment. We reserve the right to refuse any order placed through the Site.We may.in our sole discretion.limit or cancel quantities purchased per person.per household,or per order. These restrictions may include orders placed by or under the same customer account.the same payment method,and/or orders that use the same billing or shipping address.We reserve the right to limit or prohibit orders that,in our sole judgment,appear to be placed by dealers,resellers.or distributors. RETURN POLICY Please review our Return Policy posted on the Site prior to making any purchases. PROHIBITED ACTIVITIES You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Site,you agree not to: 1.Systematically retrieve data or other content from the Site to create or compile,directly or indirectly,a collection,compilation,database,or directory without written permission from us. 2.Make any unauthorized use of the Site,including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email,or creating user accounts by automated means or under false pretenses. 3.Use the Site to advertise or offer to sell goods and services. 4.Circumvent,disable,or otherwise interfere with security-related features of the Site,including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein. 5.Engage in unauthorized framing of or linking to the Site. 6.Trick,defraud,or mislead us and other users,especially in any attempt to learn sensitive account information such as user passwords. 7.Make improper use of our support services or submit false reports of abuse or misconduct. 8.Engage in any automated use of the system,such as using scripts to send comments or messages,or using any data mining,robots,or similar data gathering and extraction tools. 9.Interfere with,disrupt,or create an undue burden on the Site or the networks or services connected to the Site. 10.Attempt to impersonate another user or person or use the username of another user. 11.Use any information obtained from the Site in order to harass,abuse,or harm another person. 12.Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue generating endeavor or commercial enterprise. 13.Decipher,decompile,disassemble,or reverse engineer any of the software comprising or in any way making up a part of the Site. 14.Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site,or any portion of the Site. 15.Harass,annoy,intimidate,or threaten any of our employees or agents engaged in providing any portion of the Site to you. 16.Delete the copyright or other proprietary rights notice from any Content. 17.Copy or adapt the Site's software,including but not limited to Flash,PHP,HTML,JavaScript,or other code. 18.Upload or transmit (or attempt to upload or to transmit) viruses,Trojan horses,or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text),that interferes with any party's uninterrupted use and enjoyment of the Site or modifies,impairs,disrupts, alters,or interferes with the use,features,functions, operation,or maintenance of the Site. 19.Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism,including without limitation,clear graphics interchange formats ("gifs"),1 x1 pixels,web bugs,cookies,or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pc ms"). 20.Except as may be the result of standard search engine or Internet browser usage,use,launch, develop,or distribute any automated system,including without limitation,any spider,robot,cheat utility, scraper,or offline reader that accesses the Site,or using or launching any unauthorized script or other software. 21. Disparage,tarnish,or otherwise harm,in our opinion,us and/or the Site. 22.Use the Site in a manner inconsistent with any applicable laws or regulations. USER GENERATED CONTRIBUTIONS The Site may invite you to chat.contribute to,or participate in blogs,message boards.online forums,and other functionality,and may provide you with the opportunity to create,submit,post,display,transmit, perform,publish,distribute,or broadcast content and materials to us or on the Site,including but not limited to text,writings,video,audio,photographs,graphics,comments,suggestions.or personal information or other material (collectively,"Contributions"). Contributions may be viewable by other users of the Site and the Marketplace Offerings and through third-party websites. As such,any Contributions you transmit may be treated as non-confidential and non-proprietary.When you create or make available any Contributions,you thereby represent and warrant that: 1. The creation,distribution,transmission,public display.or performance,and the accessing, downloading,or copying of your Contributions do not and will not infringe the proprietary rights,including but not limited to the copyright,patent,trademark,trade secret,or moral rights of any third party. 2.You are the creator and owner of or have the necessary licenses,rights,consents,releases,and permissions to use and to authorize us,the Site,and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use. 3.You have the written consent.release,and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use. 4. Your Contributions are not false.inaccurate.or misleading. 5. Your Contributions are not unsolicited or unauthorized advertising,promotional materials,pyramid schemes,chain letters,spam,mass mailings,or other forms of solicitation. 6.Your Contributions are not obscene,lewd,lascivious,filthy,violent.harassing,libelous,slanderous.or otherwise objectionable (as determined by us). 7. Your Contributions do not ridicule,mock.disparage,intimidate,or abuse anyone. 8.Your Contributions do not advocate the violent overthrow of any government or incite.encourage,or threaten physical harm against another. 9.Your Contributions do not violate any applicable law,regulation,or rule. 10.Your Contributions do not violate the privacy or publicity rights of any third party. 11.Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner. 12.Your Contributions do not violate any federal or state law concerning child pornography,or otherwise intended to protect the health or well-being of minors; 13.Your Contributions do not include any offensive comments that are connected to race,national origin, gender,sexual preference,or physical handicap. 14.Your Contributions do not otherwise violate,or link to material that violates.any provision of these Terms of Use,or any applicable law or regulation. Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in.among other things,termination or suspension of your rights to use the Site and the Marketplace Offerings. CONTRIBUTION LICENSE By posting your Contributions to any part of the Site,you automatically grant,and you represent and warrant that you have the right to grant,to us an unrestricted,unlimited,irrevocable,perpetual,non- exclusive,transferable,royalty-free,fully-paid,worldwide right,and license to host.use.copy,reproduce. disclose.sell,resell,publish,broadcast.retitle,archive,store,cache,publicly perform,publicly display, reformat,translate,transmit,excerpt (in whole or in part),and distribute such Contributions (including, without limitation,your image and voice) for any purpose,commercial,advertising,or otherwise,and to prepare derivative works of,or incorporate into other works.such Contributions,and grant and authorize sublicenses of the foregoing.The use and distribution may occur in any media formats and through any media channels. This license will apply to any form,media,or technology now Known or hereafter developed,and includes our use of your name,company name,and franchise name,as applicable,and any of the trademarks, service marks,trade names,logos,and personal and commercial images you provide.You waive all moral rights in your Contributions,and you warrant that moral rights have not otherwise been asserted in your Contributions. We do not assert any ownership over your Contributions.You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. We have the right,in our sole and absolute discretion,(1) to edit,redact,or otherwise change any Contributions;(2) to recategorize any Contributions to place them in more appropria1e locations on the Site;and (3) to pre-screen or delete any Contributions at any lime and for any reason.without notice.We have no obligation to monitor your Contributions. GUIDELINES FOR REVIEWS We may provide you areas on the Site to leave reviews or ratin.gs.When posting a review,you must comply with the following criteria:(1) you should have firsthand experience with the person/entity being reviewed;(2) your reviews should not contain offensive profanity,or abusive,racist,offensive,or hate language;(3) your reviews should not contain discriminatory references based on religion,race,gender, national origin,age,marital status,sexual orientation,or disability;(4) your reviews should not contain references to illegal activity;(5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct;(7) you may not post any false or misleading statements;and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative. We may accept,reject.or remove reviews in our sole discretion.We have absolutely no obligation to screen reviews or to delete reviews,even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us,and do not necessarily represent our opinions or the views of any of our affiliates or partners.We do not assume liability for any review or for any claims.liabilities,or losses resulting from any review.By posting a review.you hereby grant to us a perpetual,nonexclusive, worldwide,royalty-free,fully-paid,assignable,and sublicensable right and license to reproduce,modify, translate,transmit by any means,display,perform,and/or distribute all content relating to reviews. MOBILE APPLICATION LICENSE Use License If you access the Marketplace Offerings via a mobile application,then we grant you a revocable,non- exclusive.nontransferable,limited right to install and use the mobile applicable on wireless electronic devices owned or controlled by you,and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use.You shall not: (1) decompile,reverse engineer,disassemble,attempt to derive the source code of, or decrypt the application;(2) make any modification,adaptation,improvement,enhancement. translation,or derivative work from the application:(3) violate any applicable laws,rules,or regulations in connection with your access or use of the application;(4) remove,alter,or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;(5) use the application for any revenue generating endeavor,commercial enterprise,or other purpose for which it is not designed or intended;(6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same lime;(7) use the application for creating a product,service,or software that is,directly or indirectly,competitive with or in any way a substitute for the application;(8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail;or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design,development.manufacture.licensing,or distribution of any applications,accessories.or devices for use with the application. Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Marketplace Offerings:(1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems,as applicable,and in accordance with the usage rules set forth in the applicable App Distributor's terms of service:(2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law,and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;(3) in the event of any failure of the mobile application to conform to any applicable warranty,you may notify the applicable App Distributor,and the App Distributor.in accordance with its terms and policies,may refund the purchase price,if any,paid for the mobile application,and to the maximum extent permitted by applicable law,the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;(4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo,or that has been designated by the U.S.government as a "terrorist supporting" country and (ii) you are not listed on any U.S.government list of prohibited or restricted parties;(5) you must comply with applicable third-party terms of agreement when using the mobile application,e.g., if you have a VoIP application,then you must not be in violation of their wireless data service agreement when using the mobile application;and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use,and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof. SUBMISSIONS You acknowledge and agree that any questions,comments,suggestions,ideas,feedback,or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property.We shall own exclusive rights,including all intellectual property rights,and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose,commercial or otherwise,without acknowledgment or compensation to you.You hereby waive all moral rights to any such Submissions.and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions.You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. SITE MANAGEMENT We reserve the right,but not the obligation,to:(1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who,in our sole discretion,violates the law or these Terms of Use,including without limitation,reporting such user to law enforcement authorities;(3) in our sole discretion and without limitation,refuse,restrict access to,limit the availability of,or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;(4) in our sole discretion and without limitation,notice,or liability,to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings. PRIVACY POLICY We care about data privacy and security.By using the Site or the Marketplace Offerings,you agree to be bound by our Privacy Policy posted on the Site,which is incorporated into these Terms of Use.Please be advised the Site and the Marketplace Offerings are hosted in the United States.If you access the Site or the Marketplace Offerings from the European Union,Asia,or any other region of the world with laws or other requirements governing personal data collection,use,or disclosure that differ from applicable laws in the United States,then through your continued use of the Site,you are transferring your data to the United States,and you expressly consent to have your data transferred to and processed in the United States.Further,we do not knowingly accept,request,or solicit information from children or knowingly market to children.Therefore,in accordance with the U.S.Children's Online Privacy Protection Act,if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent,we will delete that information from the Site as quickly as is reasonably practical. COPYRIGHT INFRINGEMENTS We respect the intellectual property rights of others.If you believe that any material available on or through the Site infringes upon any copyright you own or control,please immediately notify us using the contact information provided below (a "Notification").A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus,if you are not sure that material located on or linked to by the Site infringes your copyright,you should consider first contacting an attorney. DISPUTE RESOLUTION Informal Negotiations To expedite resolution and control the cost of any dispute,controversy,or claim related to these Terms of Use (each a "Dispute" and collectively,the "Disputes") brought by either you or us (individually,a "Party" and collectively,the "Parties"). the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initialing arbitration.Such informal negotiations commence upon written notice from one Party to the other Party. TERM AND TERMINATION These Terms of Use shall remain in full force and effect While you use the Site.WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE,WE RESERVE THE RIGHT TO,IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY,DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES),TO ANY PERSON FOR ANY REASON OR FOR NO REASON,INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,WARRANTY,OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION.WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,WITHOUT WARNING,IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason,you are prohibited from registering and creating a new account under your name.a fake or borrowed name,or the name of any third party.even if you may be acting on behalf of the third party.In addition to terminating or suspending your account,we reserve the right to take appropriate legal action,including without limitation pursuing civil,criminal,and injunctive redress. MODIFICATIONS AND INTERRUPTIONS We reserve the right to change,modify,or remove the contents of the Site at any lime or for any reason at our sole discretion without notice.However.we have no obligation to update any information on our Site.We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time.We will not be liable to you or any third party for any modification,price change, suspension,or discontinuance of the Site or the Marketplace Offerings. We cannot guarantee the Site and the Marketplace Offerings will be available at all times.We may experience hardware,software or other problems or need to perform maintenance related to the Site, resulting in interruptions,delays,or errors.We reserve the right to change,revise,update,suspend. discontinue.or otherwise modify the Site or the Marketplace Offerings at any lime or for any reason without notice to you.You agree that we have no liability whatsoever for any loss,damage,or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections,updates,or releases in connection therewith. GOVERNING LAW These Terms of Use and your use of the Site and the Marketplace Offerings are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas.without regard to its conflict of law principles. Binding Arbitration If the Parties are unable to resolve a Dispute through informal negotiations.the Dispute (except those Disputes expressly excluded below} will be finally and exclusively resolved by binding arbitration.YOU UNDERSTAND THAT WITHOUT THIS PROVISION,YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association \'AAA"} and,where appropriate.the AAAs Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"},both of which are available at the AAA website www.adr.org.Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and,where appropriate,limited by the AAA Consumer Rules.The arbitration may be conducted in person,through the submission of documents,by phone,or online.The arbitrator will make a decision in writing,but need not provide a statement of reasons unless requested by either Party.The arbitrator must follow applicable law,and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law,the arbitration will take place in Hays County,Texas.Except as otherwise provided herein,the Parties may litigate in court to compel arbitration,stay proceedings pending arbitration,or to confirm,modify,vacate,or enter judgment on the award entered by the arbitrator. If for any reason,a Dispute proceeds in court rather than arbitration,the Dispute shall be commenced or prosecuted in the state and federal courts located in Hays County,Texas.and the Parties hereby consent to,and waive all defenses of lack of personal jurisdiction,and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA} are excluded from these Terms of Use. In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1} years after the cause of action arose.If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above,and the Parties agree to submit to the personal jurisdiction of that court. Restrictions The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law,(a) no arbitration shall be joined with any other proceeding;(b} there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures;and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. Exceptions to Arbitration The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration:(a) any Disputes seeking to enforce or protect,or concerning the validity of,any of the intellectual property rights of a Party;(b} any Dispute related to,or arising from.allegations of then, piracy,invasion of privacy,or unauthorized use;and (c) any claim for injunctive relief.If this provision is found to be illegal or unenforceable,then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above.and the Parties agree to submit to the personal jurisdiction of that court. CORRECTIONS There may be information on the Site that contains typographical errors,inaccuracies,or omissions that may relate to the Marketplace Offerings,including descriptions,pricing,availability,and various other information.We reserve the right to correct any errors.inaccuracies,or omissions and to change or update the information on the Site at any lime,without prior notice. DISCLAIMER THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.YOU AGREE THAT YOUR USE OF THE SITE SERVICES Will BE AT YOUR SOLE RISK.TO THE FULLEST EXTENT PERMITTED BY LAW.WE DISCLAIM All WARRANTIES,EXPRESS OR IMPLIED,IN CONNECTION WITH THE SITE AND YOUR USE THEREOF,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE.AND NON-INFRINGEMENT.WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE Will ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS,MISTAKES,OR INACCURACIES OF CONTENT AND MATERIALS,(2) PERSONAL INJURY OR PROPERTY DAMAGE. OF ANY NATURE WHATSOEVER.RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND All PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE.(5) ANY BUGS, VIRUSES,TROJAN HORSES,OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY,AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED.TRANSMITTED.OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT,ENDORSE,GUARANTEE.OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE,OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,AND WE Will NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT.YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. LIMITATIONS OF LIABILITY IN NO EVENT Will WE OR OUR DIRECTORS,EMPLOYEES,OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT,INDIRECT,CONSEQUENTIAL.EXEMPLARY.INCIDENTAL, SPECIAL,OR PUNITIVE DAMAGES,INCLUDING LOST PROFIT,LOST REVENUE,LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION,Will AT All TIMES BE LIMITED TO THE AMOUNT PAID,IF ANY.BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.IF THESE LAWS APPLY TO YOU,SOME OR All OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU,AND YOU MAY HAVE ADDITIONAL RIGHTS. INDEMNIFICATION You agree to defend,indemnify,and hold us harmless,including our subsidiaries,affiliates,and all of our respective officers,agents,partners,and employees,from and against any loss,damage,liability,claim, or demand,including reasonable attorneys' fees and expenses,made by any third party due to or arising out of: (1) your Contributions;(2) use of the Site;(3)breach of these Terms of Use;(4) any breach of your representations and warranties set forth in these Terms of Use;(5) your violation of the rights of a third party,including but not limi1ed to intellectual property rights;or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.Notwithstanding the foregoing,we reserve the right,at your expense,to assume the exclusive defense and control of any matter for which you are required to indemnify us,and you agree to cooperate,at your expense.with our defense of such claims. We will use reasonable efforts to notify you of any such claim,action,or proceeding which is subject to this indemnification upon becoming aware of it. USER DATA We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site,as well as data relating to your use of the Site.Although we perform regular routine backups of data.you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.You agree that we shall have no liability to you for any loss or corruption of any such data,and you hereby waive any right of action against us arising from any such loss or corruption of such data. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES Visiting the Site,sending us emails,and completing online forms constitute electronic communications. You consent to receive electronic communications,and you agree that all agreements,notices. disclosures.and other communications we provide to you electronically,via email and on the Site.satisfy any legal requirement that such communication be in writing.YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,CONTRACTS,ORDERS,AND OTHER RECORDS,AND TO ELECTRONIC DELIVERY OF NOTICES,POLICIES,AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.You hereby waive any rights or requirements under any statutes.regulations,rules,ordinances,or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records,or to payments or the granting of credits by any means other than electronic means. CALIFORNIA USERS AND RESIDENTS If any complaint with us is not satisfactorily resolved,you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd.,Suite N 112,Sacramento,California 95834 or by telephone at (800) 952-5210 or (916) 445-1254. MISCELLANEOUS These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us.Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time.We shall not be responsible or liable for any loss,damage, delay,or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful.void,or unenforceable.that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.There is no joint venture,partnership,employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site.You agree that these Terms of Use will not be construed against us by virtue of having drafted them.You hereby waive any and all defenses you may have based on the electronic form of these Te rms of Use and the lack of signing oy the parties hereto to execute these Terms of Use. CONTACT US In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site,please contact us at: Eagle Flag Products, Inc. 333 F.M. 2325 Wimberley, TX 78676 United States Phone: 512-847-0010 info@emflag.com Exhibit C- Conflict of Interest Questionnaire CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who oate 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. 1 Name of vendor who has a business relationship with local governmental entity. Eagle Flag Products, Inc DBA Eagle Mountain Flag & Flagpole 2 �Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? � Yes � No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? � Yes � No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. N/A 6 �j—� Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts L�1 as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 �� ���� 02/03/2025 Desiree Cortez (Feb 3, 202 14 CST) 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 may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021