Loading...
HomeMy WebLinkAboutContract 64015CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement (“Agreement”) is entered into by and 4imprint, Inc. (“Vendor”) and the City of Fort Worth (“City”), a Texas home-rule municipality individually referred to as “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 – Pricing Schedule; 3. Exhibit B – Cooperative Agency Contract Choice Partners 24/043SG-01; and 4. Exhibit C – Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. 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 Cooperative Purchase 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 and Fifty Thousand Dollars ($150,000.00) 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 Parties will engage in multiple transactions to purchase goods and/or services under this Agreement. For each purchase made pursuant to this Agreement, Vendor must supply a quote for the subject goods and/or services and the quote must conform with the then-current pricing under the underlying cooperative agreement. If the City accepts the quote and places an order for the goods and/or services, that quote shall be considered as an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the 3- year Audit period included herein. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires on July 28, 2026, 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: 4imprint, Inc John P. Lord, SVP- Operations 101 Commerce St Oshkosh, WI 54901 Email: bids@4imprint.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: Midori Clark Title: Library 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: April D. Jacquez Title: Sr Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Amarna Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0840 Date Approved: 9/16/2025 1295 Form: 2025-1347126 VENDOR: 4imprint, Inc By: Name: John. P Lord Title: SVP- Operations Date: ________________________9/22/2025 Bid Lines 1 Percentage Discount If you have a discount across your ENTIRE CATALOG you propose for Choice Partners members, enter that here. Indicate any price adjustment (percentage off) you intend on providing during the contract period, the type of pricing and on what it is based (MSRP, Price List, Website Pricing, Catalog). Then upload the corresponding catalog, price sheet, or online location of price information (URL) in the Response Attachments Section. Discount proposed here must match the response in Attribute 22. Total:10% Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. 2 Respondents Offering AWARD JACKETS (Letter Jacket) per the minimum spec in section 7 (See RFP document in attachments tab). Assume a minimum order of 20 and enter the unit cost for 1 Award Jacket, do not add shipping. Make any necessary clarifications using "Add Notes". Quantity:1 UOM:EA No Bid Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor should ensure that all cost items (letters, material and size options, etc) are accounted for in vendors catalog / pricing. 3 Unit cost of a two-color screen-printed t-shirt, designs on front and back. Gildan Ultra Cotton T-Shirt (style G200), Hanes Beefy-T (style 5180), or Fruit of the Loom Heavy Cotton HD T- Shirt (style 3930). Other assumptions: customers choice of color, 2 color screen print on front and back, design provided by customer in digital format. Assume a minimum order of 50 and enter the unit cost of one finished shirt, do not add shipping. Make any necessary clarifications using "Add Notes". Quantity:1 UOM:EA Unit Price:$11.03 Total:$11.03 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 15 of 18 pages 4 Unit cost of a polo with customer's logo embroidered on chest. Nike Dri-FIT Polo (style 363807), or Adidas ClimaLite Polo (style A130). Other assumptions: customers choice of shirt color, single color logo (letters or image) embroidered, polyester or rayon thread, 2,000-4,000 stitch count. 1-1/2" X 4" maximum size, logo design provided by customer in digital format. Assume a minimum order of 20 and enter the unit cost of one finished polo, do not add shipping. Make any necessary clarifications using "Add Notes". Quantity:1 UOM:EA Unit Price:$37.79 Total:$37.79 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. 5 Unit cost of below Jacket with customer's logo embroidered on chest. or equal (specs are here: https://www.apparelvideos.com/cs/CatalogBrowser?todo=ss&productId=J317 ) Other assumptions: customers choice of jacket color, single color logo (letters or image) embroidered, polyester or rayon thread, 2,000-4,000 stitch count. 1-1/2" X 4" maximum size, logo design provided by customer in digital format. Assume a minimum order of 20 Jackets and enter unit cost of one finished jacket, do not add shipping. Must match above spec (at url) and name brand and item number in notes if pricing an "OR Equal". Make any clarifications necessary using "Add Notes". Quantity:1 UOM:EA Unit Price:$47.28 Total:$47.28 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. 6 Unit cost to furnish below Work Pant (no logo or embroidery). The Dickies Original 874 Work Pant https://www.dickies.com/icons/874-work-pants Other assumptions: customers choice of jacket color, single color logo (letters or image) embroidered, polyester or rayon thread, 2,000-4,000 stitch count. 1-1/2" X 4" maximum size, logo design provided by customer in digital format. Assume minimum order of 15 pants men's sizes mix of sizes between 32 and 38 Waist and enter unit cost of one work pant, do not add shipping. Must match above spec (at url) and name brand and item number in notes if pricing an "OR Equal". Make any clarifications necessary using "Add Notes". Quantity:1 UOM:EA No Bid Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 16 of 18 pages 7 Enter Vendor's "Set up" cost for an initial order involving screen printing. Set up costs may include the below, and may be reduced by the Vendor with substantial volume if appropriate to the order. Enter a not-to- exceed set up cost for an initial order at your minimum order quantity. Make any clarifications necessary using "Add Notes". Screen Setup: Creating the screens needed for each color in the design. This process involves coating screens with photosensitive emulsion, exposing them to UV light through the artwork, and washing out the unexposed areas to create the stencil for printing. Color Mixing: Preparing the ink colors required for the printing job. This may involve custom color matching to accurately reproduce the colors in the customer's artwork. Machine Setup: Preparing the screen printing equipment for the specific job, including setting up the printing press, aligning the screens, and adjusting ink flow and squeegee pressure. Test Prints: Printing a sample or test run of the design to ensure print quality and color accuracy before proceeding with the full production run. This allows for adjustments to be made if necessary. Cleanup and Maintenance: Cleaning screens, equipment, and work areas before and after the printing job to maintain quality and prevent contamination between colors or jobs. Labor Costs: The cost of skilled labor required to perform the setup tasks, including artwork preparation, screen coating, machine setup, and printing. UOM:EA Price:$36.00 Total:$36.00 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 17 of 18 pages 8 Set up cost for an initial order involving embroidering an apparel item. Set up costs may include the below, and may be reduced by the Vendor with substantial volume if appropriate to the order. Enter a not to exceed set up cost for an initial order at your minimum order quantity. Make any clarifications necessary using "Add Notes". Artwork Digitizing: Converting the customer's artwork or design into a digital format that can be read by the embroidery machine. This process involves recreating the design using specialized embroidery software, which generates instructions for the machine to follow. Setup and Hooping: Setting up the embroidery machine for the specific garment and design. This includes selecting the appropriate hoop size, positioning the garment on the hoop, and securing it in place for embroidery. Thread Selection: Choosing the thread colors required for the embroidery design. This may involve custom color matching to accurately reproduce the colors in the customer's artwork. Machine Setup: Preparing the embroidery machine for the specific job, including loading the selected thread colors, selecting the appropriate stitch settings, and adjusting the machine for optimal performance. Test Stitching: Embroidering a sample or test run of the design to ensure stitch quality and alignment before proceeding with the full production run. This allows for adjustments to be made if necessary. Cleanup and Maintenance: Cleaning the embroidery machine and work area before and after the embroidery job to maintain quality and prevent contamination between orders. Labor Costs: The cost of skilled labor required to perform the setup tasks, including digitizing the design, machine setup, and embroidery. UOM:EA Price:$31.50 Total:$31.50 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Supplier Notes:Initial set up is $35.00 for orders of less than 24 pieces for most apparel items or less than 72 headwear items. There would be no additional costs unless additional imprint locations or personalization is added. 9 Hourly rate for image / logo design services (if applicable). UOM:EA Price:$0.00 Total:$0.00 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Supplier Notes:Our logo design services are free of charge for customers when they are ordering items 10 If there are OTHER SERVICES for which the member will be charged an hourly rate, please enter your HOURLY SERVICE RATE. Use "Add Alternate" at right to specify rates for varying levels or categories of services and make any necessary clarifications using "Add Notes." UOM:EA No Bid Response Total: $163.60 Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 18 of 18 pages C'�CHOICESnA PARTNERS The Right Resources. Right Now. Exhibit B August 6, 2024 Mr. John P. Lord 4lmprint, Inc. 101 Commerce Street Oshkosh, WI 54901 Subject: Contract Award 24/043SG-01 Dear CP Vendor Partner: Congratulations! Harris County Department of Education (HCDE) has awarded 4lmprint, Inc. a contract for the following commodity/services, based on the proposal submitted to HCDE Choice Partners. Award lackets, Apparel, Uniforms, Screen Printing, and Embroidery The contract is effective 7/29/2024 and will expire on 7/28/2025. The contract may be renewed annually for up to four (4) additional years, if mutually agreed to by Choice Partners and 4lmprint, Inc.. Your contract manager, Steve Gibson, will contact you in the next few weeks and set up an appointment to discuss the contract details and new vendor orientation. The partnership between 4lmprint, Inc. and Choice Partners should be mutually beneficial for us, as well as our participating agencies. A press release announcing the awards made this month is posted both at www.choicepartners.or� and at www.hcde-texas.org. Your contract manager will send you the Choice Partners seal to add to your website and marketing materials and will request additional information, so we can accurately describe your company on our website. If you have any questions or concerns in the meantime, please feel free to call us at the office at 877.696.2122. Sincerely, � .� .� . � �,, � � ;-- _ , � Jeff Drury, Serio� Director Choice Partners A division of Harris County Department of Education � Harris County '1i-� Education Choice Partners National Purchasing Cooperative/ Oivision of Harris County Oepartment of Education 6005 Westview Dr., Houston, TX 77055, 713.696.2122, 877.696.2122, www.ChoicePartners.org EXECUTION OF OFFER The undersigned Proposer has carefully examined all instructions, requirements, specifications, terms and conditions of this RFP and the Agreement and certifies: 2. 4. 6. 7 8 9 10 It is a responsible company regularly engaged in providing goods and/or services necessary to meet the requirements, specifications, terms and conditions of the RFP and the Agreement. See 2 CFR § 200.318(h). It has the necessary experience, knowledge, abilities, skills, and resources to satisfactorily perform the requirements, specifications, terms and conditions of the RFP and the Agreement. Further, if awarded, the Proposer agrees to perform the requirements, specifications, terms and conditions of the RFP and the Agreement. All statements, information, and representations prepared and submitted in response to this RFP are current, complete, true, and accurate. Proposer acknowledges that HCDE will rely on such statements, information, and representations in selecting the successful responsible Proposer(s). It is not currently barred or suspended from doing business with the Federal government, any of the members represented, or any of their respective agencies. It shall be bound by all statements, representations, warranties, and guarantees made in its proposal. Submission of a proposal indicates the Proposer's acceptance of the evaluation technique and the Proposer's recognition that some subjective judgments may be made by HCDE and its membership as part of the evaluation. That all of the requirements of this RFP and the Agreement have been read and understood. In addition, compliance with all requirements, terms and conditions will be assumed by HCDE if not otherwise noted in the proposal. The individual signing below has authority to enter into this on behalf of Proposer. Proposer acknowledges that the Agreement may be canceled if any conflict of interest or appearance of a conflict of interest is discovered by HCDE. This Agreement is subject to purchase orders duly authorized and executed by HCDE and or CP Member. CORPORATENAME: 4imprint, Inc. AUTHORIZED SIGNATURE • John P Lord Digitally signed by John P Lord • Date: 2024.05.16 11:06:04 -05'00' PRINT NAME: John P. Lord TITLE: SVP - Operations DATE: 5/16/2024 ADDRESS: 101 Commerce Street CITY, STATE, ZIP CODE: Oshkosh, WI 54901 PHONE: 866-624-3699 FAX: 920-236-7282 EMAIL ADDRESS: jlord@4imprint.com WEBSITE URL https://www.4imprint.com This Section to be Completed by HCDE Contract Number: 24/043 SG-Ol Term of contract: 07/29/2024 to 07/28/2025 Vendor shall honor all CP Administrative Fees for any sales resulting from this Contract whether Vendor is awarded a renewal or not. Approved by Harris County Department of Education as a best value, responsible vendor: Jesus Amezcua (S p 11, 202420:18 CDT) Jesus J. Amezcua, PhD., CPA, RTSBA Assistant Superintendent for Business Services 07/29/2024 Board Approval Date Updated 01.2024 Page 3 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery 5.0 CONTRACT TERMS AND CONDITIONS These Contract Terms and Conditions are part of the final contract in each product and/ar service contract awarded as a result of this RFP and are part of the terms and conditions of each Purchase Order or proposal forms issued in connection with this RFP. Vendars are responsible for identifying any exceptions to these terms and conditions. ANY EXCEPTIONS MUST BE NOTED DIRECTLY BELOW EACH OF THE RESPECTIVE TERMS AND CONDITIONS, REDLINED IN"RED" AND UPLOADED INTO THE RESPONSE ATTACHEMENTS SECTION OF THE EBID SUBMISSION. Proposals that are qualified with conditional clauses, items not called for, or other irregularities may be considered non-responsive by HCDE/CP and eliminated from further consideration. CONTRACT BETWEEN HARRIS COUNTY DEPARTMENT OF EDUCATION AND ("VENDOR") FOR AWARD JACKETS, APPAREL, UNIFORMS, SCREEN PRINTING, AND EMBROIDERY This Contract is entered into between HCDE/CP and Vendor, having submitted a proposal in response to this RFP issued by HCDE/CP and whose proposal has been accepted and awarded by HCDE. In consideration of the mutual covenants and conditions contained in this Contract and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HCDE/CP and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Contract, agree as follows: 51 Definitions The terms used in this Contract shall have the meanings assigned to them in Section 1.0 Notice of Intent of the RFP. 5.2 Use of Contract by CP members Vendar agrees and understands that this RFP and Contract may be used to accomplish work far HCDE/CP, a local governmental entity. Vendor further agrees and understands that this RFP and Contract may also be utilized by CP members pursuant to the piggyback method, as contemplated in the U.S. Department of Agriculture Memorandum SFSP02-2017. Vendor agrees and understands that CP members include "school food authorities," as that term is deimed by USDA/TDA. 5.3 Contract Terms; Amendment The terms and conditions of this Contract shall govern all procurements conducted hereunder. No pre-published terms on Vendor's Purchase Order, acknowledgments, invoices, or other forms shall have any force or effect unless expressly agreed to by the CP member and Vendor. No amendment of this Contract shall be permitted unless and until first approved in writing by HCDE/CP and, if necessary, the CP member(s), and no such amendment shall have any effect unless and until a written amendment to this Contract is executed by the HCDE Superintendent or his designee after any necessary approvals have been obtained from the HCDE Board of Trustees. In the event that a Vendor has an existing HCDE/CP contract in the same contract title, upon award the new contract will immediately supersede the older contract. 5.4 Term of Contract; Renewal of Contract The initial term of this Contract is for a period of one (1) year, with HCDE/CP having the option to renew the Contract for four (4) additional one-year terms, at HCDE's sole discretion, unless otherwise speciiied in Section 6.0 Scope of Proposal. Consequently, the total term of the Contract may be for a period of five (5) years. The phrase "Term" in this Contract shall mean the then-current Term of the Contract, whether an initial term or a renewal term. 5.5 Termination of Contract; Survival This Contract shall remain in effect until (1) the Contract expires by its terms or (2) the Contract is terminated by mutual consent of HCDE/CP and Vendor. All Supplemental Contracts, purchase orders, and/or arders far goods or services issued by HCDE and/or CP members and accepted by Vendor shall survive the expiration or termination of this Contract. During the term of any Supplemental Contract entered into between Vendor and a CP member, all terms of this Contract shall continue to apply to the Supplemental Contract. General eBid RFP (revised January 2024) Page 15 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery In the event of a breach or default of the Contract and/or the RFP by Vendor, HCDE/CP reserves the right to enforce the performance of the Contract in any manner prescribed by law or deemed to be in the best interest of HCDE/CP and/or CP members. HCDE/CP further reserves the right to terminate the Contract immediately in the event Vendor fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the RFP, this Contract, and/or a Purchase Order; (2) make any payments owed; or (3) otherwise perform in accordance with this Contract and/or the RFP. HCDE/CP also reserves the right to terminate the Contract immediately, with written notice to Vendor, if HCDE/CP believes, in its sole discretion that it is in the best interest of HCDE/CP and/or CP members to do so. In the event that a material change to the terms of the Contract occurs, then the Contract shall be allowed to expire and shall not be renewed upon the conclusion of the Contract's term. The phrase "material change" in this paragraph shall mean a modification that substantially exceeds the terms of the original contract between HCDE/CP and Vendor. Upon the expiration of the Contract's term, HCDE/CP may issue a new RFP for the goods or services procured under the previous contract. Vendor agrees that HCDE/CP shall not be liable for damages in the event that HCDE/CP declares Vendor to be in default or breach of this Contract and/or the RFP. Vendor further agrees that upon termination of the Contract for any reason, Vendor shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and/or Vendor. 5.6 Prevailing Wage Rates — Construction/Public Works projects only Vendar and all subcontractors of Vendar shall comply with all laws regarding prevailing wage rates, including, but not limited to, TEX. GOV'T. CODE Chapter 2258, applicable to the construction of a public work, and any related federal requirements, including the DAVIS-BACON ACT. In the event TEX. GOV'T. CODE Chapter 2258 applies to a product or service provided by Vendor to HCDE/CP or a CP member, Vendor and any subcontractor(s) shall comply with the prevailing wage rates set by HCDE/CP or the CP member. 5.7 Change Orders Pursuant to TEX. EDUC. CODE § 44.0411(a), for HCDE/CP and CP members that are Texas school districts, if a change in plans or speciiications is necessary after the performance of a Purchase Order has begun ar if it is necessary to decrease or increase the quantity of work to be performed or of materials, equipment, ar supplies to be furnished, the CP member may approve change orders making the changes. The total Purchase Order price may not be increased because of the changes unless additional money for increased costs is approved for that purpose from available money or is provided for by the authorization of the issuance of time warrants. The CP member may grant general authority to an administrative official to approve the change orders. A Purchase Order with an original contract price of $1 million or more may not be increased under TEX. EDUC. CODE § 44.0411(a) by more than 25 percent. If a change order for a Purchase Order with an original contract price of less than $1 million increases the contract amount to $1 million or more, the total of the subsequent change orders may not increase the revised contract amount by more than 25 percent of the original contract price. 5.8 Compliance with Laws Vendar shall comply with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including, as applicable, warkers' compensation laws; minimum and maximum salary and wage statutes and regulations; prompt payment and licensing laws and regulations; anti-discrimination statutes and regulations (Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 C.F.R. Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction ll3-1, Civil Rights Compliance and Enforcement Nutrition Programs and Activities); the Davis-Bacon Act (40 U.S.C. § 276a / 29 CFR Part 5); the Copeland "Anti-Kickback" Act (18 U.S.C. § 874 / 29 CFR Part 5); the Equal Opportunity Employment requirements (Executive Orders ll246 and 11375 / 41 CFR Chapter 60); the McNamara-O'Hara Service Contract Act (41 U.S.C. 351); Section 306 of the Clean Air Act (42 U.S.C. § 1857h); Section 508 of the Clean Water Act (33 U.S.C. § 1368); Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15); the Contract Work Hours and Safety Act (40 U.S.C. § 3701-3708; 29 C.F.R. Part 5; the Solid Waste Disposal Act (Section 6002 as amended by the Resource Conservation and Recovery Act for procuring solid waste management services in a manner that maximizes energy and resource recovery when contract amount is in excess of $10,000); the Education Department General Administrative Regulations ("EDGAR")/Unifarm Guidance (2 C.F.R. Part 200); mandatory standards and policies contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871); and all applicable requirements and regulations, including those related to reporting, patent rights, copyrights, data rights, and those mandated by federal agencies making awards of General eBid RFP (revised January 2024) Page 16 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery federal funds to HCDE/CP and/or CP members, including, without limitation, the U.S. Department of Agriculture and/or Texas Department of Agriculture. Vendor understands that Vendor is ineligible to receive a contract award with HCDE/CP if Vendor or its principal(s) is listed on the government wide exclusions in the System far Award Management (Debarment and Suspension Orders Executive Orders 12549 and 12689) or is 30 days or more delinquent in paying child support (Tex. Fam. Code § 231.006). For the entire duration of this Contract, Vendor and all subcontractors shall maintain all required licenses, certiiications, permits, and any other documentation necessary to perform this Contract. All permits will be acquired by Vendar and invoiced to the CP member at cost as part of the Purchase Order, unless the permits are provided by the CP member. For the entire duration of this Contract, Vendor and all subcontractors shall also comply with all requirements pertaining to local, state, or federal health and safety certifications, licensing, or regulations. Vendor must comply with all state and local building code requirements unless otherwise specifically provided in the CP member's Purchase Order, and Vendor must pay all fees and charges for connections to outside services and for use of property outside the project site. The states of individual CP members may have regulations and laws that govern payment retention and progress payments for public projects. Vendor is responsible for being acquainted with and complying with each state's requirements. When required or requested by HCDE/CP or a CP member, Vendor shall furnish HCDE/CP and/or the CP member with satisfactory proof of Vendor's compliance with this provision. 5.9 Confidentiality Vendar and HCDE/CP agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations. Vendor and HCDE/CP understand that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational recards and information and agree to abide by FERPA rules and regulations, as applicable. Vendor also acknowledges that HCDE/CP and numerous CP members are subject to the Texas Public Information Act, and Vendor waives any claim against and releases from liability HCDE/CP and CP members, their respective officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Contract or otherwise created, assembled, maintained, or held by Vendor, HCDE, or a CP member and determined by HCDE/CP or the CP member, the Attorney General of Texas, or a court of law to be subject to disclosure under the Texas Public Information Act. 5.10 Performance and Payment Bonds — Construction/Public Works projects only Vendar agrees to provide performance bonds and/or payment bonds as required by law, based on the amount or estimated amount of any Purchase Order for a public work contract, which is defined as a contract for constructing, altering, ar repairing a public building or carrying out or completing any public work. TEX. GOV'T. CODE § 2253.001(4). Pursuant to TEX. GOV'T. CODE § 2253.021, a performance bond is required if a Purchase Order is in excess of $100,000 for CP members that are governmental entities subject to Chapter 2253; a payment bond is required if a Purchase Order is in excess of $25,000 for CP members that are governmental entities subject to Chapter 2253 and are not municipalities or a joint board created under Subchapter D, Chapter 22 of the Tex. Transp. Code, and a payment bond is required if a Purchase Order is in excess of $50,000 for CP members that are governmental entities subject to Chapter 2253 and are municipalities or a joint board created under Subchapter D, Chapter 22 of the TEX. TRANSP. CODE. 5.11 Title and Risk of Loss Whenever HCDE/CP or a CP member is purchasing (and not leasing) a product under this Contract, title and risk of loss shall pass upon the later of HCDE/CP ar the CP member's acceptance of the product or payment of the applicable invoice. 512 Warranty Conditions All product(s) and/or service(s) provided by the Vendor under this Contract must be warranted to be free from defects in material, workmanship, and free from such defects in design for a period of one (1) year upon the later of HCDE's or the CP member's acceptance of the product and/or service or payment of the applicable invoice. Vendor warrants that all products and/or services furnished under this Contract shall conform in all respects to the terms of this Contract, including any drawings, specifications, and/or standards incorporated herein, including, without limitation, those detailed in the RFP and Purchase Order. In addition, Vendar warrants that products and/or services are suitable for and will perform in accordance with the purposes for which they are intended. Vendar shall assume all liabilities incurred within the scope of consequential damages and incidental expenses, as set forth in the Vendor ar manufacturer's warranty, which result from either delivery or use of product, which does not meet the speciiications within this Contract, the RFP, or Purchase Order. General eBid RFP (revised January 2024) Page 17 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery 513 Criminal History Review Section 10.0 Attachment—Ch. 22 Contractor Certif5cation: Contractor Employees (Required) must be submitted with packet, if applicable. Prior to commencing any work under the Contract, if Vendor contracts with HCDE/CP member to provide services, Vendor must comply with all requirements relating to criminal history information required by TEX. EDUC. CODE Chapter 22. Vendor must also ensure subcontractors' compliance with TEX. EDUC. CODE, Chapter 22 requirements. Covered employees with disqualifying criminal history are prohibited from serving at HCDE/CP member locations; Vendar and any subcontracting entity may not permit a"covered employee" to provide services at a school if the employee has a"disqualifying criminal history" (as those terms are defined within the form). If Vendor receives information that a covered employee has a reported disqualifying criminal history, then Vendor will immediately remove the covered employee from the project/contract and notify HCDE/CP member in writing within three (3) business days. If HCDE/CP member, in its sole discretion, objects to the assignment of a covered employee for any reason, including, but not limited to, on the basis of the covered employee's criminal history record information and/or insufficient qualifications, lack of experience, and the like, based on information gathered by HCDE/CP member through the procurement and/or contracting processes, Vendor (and each subcontractor) agrees to discontinue using that covered employee to provide services on HCDE/CP member's project/contract. The criminal history record information review obligation applies if Vendor contracts with HCDE/CP member to provide services; it does not apply to a contract for the purchase of goods or real estate. 5.14 Customer Support Vendar shall provide timely and accurate technical advice and sales support to HCDE/CP staff, and CP members. Vendar shall respond to requests for customer support within one (1) business day after receipt of the request. Vendor shall provide training to HCDE/CP staff and/or CP members regarding products and/or services supplied by Vendor, at no additional charge, if requested by HCDE/CP or a CP member. 515 HCDE/CP and/or CP members' Property In the event of loss, damage, or destruction of any property owned by or loaned by HCDE/CP or a CP member that is caused by Vendor or Vendor's representative, agent, employee, or contractor, Vendor shall indemnify HCDE/CP or the CP member and pay to HCDE/CP or the CP member the full value of ar the full cost of repair ar replacement of such property, whichever is greater, within thirty (30) days of Vendor's receipt of written notice of HCDE's ar the CP member's determination of the amount due. If Vendor fails to make timely payment, HCDE/CP ar the CP member may obtain such money from Vendor by any means permitted by law, including, without limitation, offset or counterclaim against any money otherwise due to Vendor by HCDE/CP or the CP member. 516 Tax Exempt Status HCDE/CP and all CP members that are Texas governmental entities or agencies are exempt from payment of Texas State Sales Taxes under TEXAS TAX CODE§ 151310 for the purchase of tangible personal property. Laws of other states govern the tax status of CP members in states other than Texas. Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from this Contract, including, without limitation, any federal, state, or local income, sales or excise taxes of Vendor or its employees. HCDE/CP and CP members shall not be liable for any taxes resulting from this Contract, except where otherwise required by law. 5.17 Other State Tax Requirements 517.1 Payment of Taxes by CP members Outside of Texas CP members outside of Texas will pay only the rate and/or amount of taxes identified in Vendor's proposal submitted in response to the RFP as appropriate to the specific CP member. 5.17.2 State and Local Transaction Privilege Taxes The CP member is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sales of products and are the sole responsibility of Vendor, as the seller, to remit. Failure to remit taxes from HCDE/CP and/or the CP member, as the buyer, does not relieve Vendor, as the seller, from its obligation to remit taxes. 5.18 State of Texas Franchise Tax By submitting a proposal in response to the RFP, Vendor certifies that Vendar is not currently delinquent in Vendor's payment of any franchise taxes or other taxes owed to the State of Texas. General eBid RFP (revised January 2024) Page 18 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery 519 Tax Responsibilities of Vendor and Indemnification for Taxes Vendor is responsible for complying with the tax laws of states and the federal government. Vendor and all subcontractor(s) of Vendor shall pay all federal, state, and local taxes applicable to Vendor's operation, any persons employed by Vendor, and all subcontractors of Vendor. Vendor shall require all subcontractors to hold HCDE/CP and the CP member harmless from any responsibility for taxes, damages, and interest. If applicable, contributions required under federal, state, and/or local laws and regulations and any other costs, including, but not limited to, transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker's Compensation, shall be the sole responsibility of Vendor. 5.20 IRS W-9 To receive payment under this Contract, Vendor shall have a current LR.S. W-9 Form on file with the CP member. 5.21 Assignment of Contract Vendor may not assign this Contract or any of its rights, duties or obligations hereunder without the prior written approval of HCDE. Any attempted assignment of this Contract by Vendor shall be null and void. Any Purchase Order made as a result of this Contract may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of HCDE/CP and, if applicable, the CP member. 5.22 Notification of Material Change Vendar is required to notify HCDE/CP when any material change in operations occurs, including changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change. 5.23 Performance Vendor agrees to use commercially reasonable best efforts to provide the product(s) and/or service(s) subject to this Contract. Vendor shall furnish all supervision, labor, tools, equipment, permits, licenses, transportation, insurance, material, and supplies necessary to complete any scope of work, Purchase Order under this Contract. Vendor shall use skilled, trained personnel, who shall be supervised by Vendor. 5.24 Subcontractors If Vendor uses subcontractors in the perfarmance of any part of this Contract, Vendar shall be fully responsible to HCDE/CP and CP members far all acts and omissions of the subcontractors. Nothing in this Contract shall create for the benefit of any such subcontractor any contractual relationship between HCDE/CP and any such subcontractor, nor shall it create any obligation on the part of HCDE/CP or CP members to pay or to see to the payment of any monies due any such subcontractor except as may otherwise be required by law. Vendor represents and warrants that it is willing, able, and capable of obtaining, supervising, and being responsible for any subcontractors who perform and/or provide products and services related to this Contract. 5.25 Non-Appropriation Renewal of this Contract, if any, will be in accordance with TEX. LOCAL GOV'T. CODE § 271.903 concerning non- appropriation of funds for multi-year contracts. Notwithstanding any other provision of this Contract ar obligation imposed on HCDE/CP or any CP member by this Contract, HCDE/CP and CP members shall have the right to terminate this Contract, any Supplemental Contract, or Purchase Order without default or liability to Vendor resulting from such termination, effective as of the expiration of each budget period of HCDE/CP or any CP member if it is determined by HCDE/CP or any CP member, at their sole discretion, that there are insufficient funds to extend this Contract, any Supplemental Contract, any Purchase Order. The parties agree that this Contract, any Supplemental Contract, and/or any Purchase Order are commitments of the current revenue of HCDE/CP and CP members only. 5.26 Ordering Procedures Purchase Orders are issued by HCDE/CP and/or CP members to the Vendor according to this Contract and any Supplemental Contract between HCDE/CP and the CP member. CP members must send Purchase Orders to HCDE/CP, unless otherwise stipulated by HCDE/CP. HCDE/CP may request confirmation of receipt of the Purchase Order from V endar. General eBid RFP (revised January 2024) Page 19 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery HCDE/CP also may elect to require e-commerce functionality, in which Purchase Orders are sent directly to Vendor and reported by the CP member to HCDE/CP on a specified basis. The e-commerce approach must be approved by HCDE/CP prior to the start date of any Term of the Contract. 5.27 Invoices; Payments SZ7.1 Invoice Submission Vendar shall submit invoices, in duplicate, directly to HCDE/CP or the CP member at the appropriate location(s) specified by HCDE/CP or the CP member. Each invoice shall include HCDE's or the CP member's Purchase Order number and HCDE/CP Contract Number. All invoices shall be itemized to include the type of product(s) and/or service(s) rendered. Vendor shall submit invoices within a timely manner during HCDE's or the CP member's fiscal year in which the product(s) and/or service(s) are purchased. The shipment tracking number or pertinent information for verification of HCDE's or the CP member's receipt shall be made available upon request by HCDE/CP or the CP member. 5.27.2 Invoice Payment HCDE/CP or the CP member will make payments directly to Vendor. HCDE/CP or the CP member placing the Purchase Order with Vendor shall alone be liable and/or responsible for payment for product(s) and/or service(s) ordered and must be invoiced directly by Vendar. Neither HCDE/CP nor any CP member shall be liable for the indebtedness of any one CP member. 5.27.3 Payment Terms TEX. GOV'T. CODE § 2251.021 shall govern when payments are due to the Vendor. Payments are due to Vendor by HCDE/CP and any CP member whose governing body meets only once a month or less frequently, within forty-five (45) days after the later of the following: (1) the date HCDE/CP or the CP member receives the products and services under the Contract; (2) the date the performance of the service under the Contract is completed; or (3) the date HCDE/CP or the CP member receives an invoice for the products or service. For CP members whose governing bodies meet more than once a month or more often, payments are due by those CP members within thirty (30) days after the later of the following: (1) the date the CP member receives product(s) under the Contract; (2) the date the perfarmance of the service under the Contract is completed; ar (3) the date the CP member receives an invoice far product(s) or service(s). Vendor agrees to pay any subcontractors the appropriate share of the payment received from HCDE/CP or the CP member not later than the tenth (lOth) day after the date the Vendor receives the payment from HCDE/CP or the CP member. The exceptions to payments made by HCDE, a CP member, and/or Vendor listed in TEX. GOV'T. CODE § 2251.002 shall apply to this Contract. 5.27.4 Remedies In addition to all other rights and remedies that HCDE may have, HCDE shall have the right to setoff, against any and all amounts due to Vendor by HCDE, whether due under this Contract or any other agreement between HCDE (including any division of HCDE) and Vendor, any sums for which HCDE is entitled to under this Contract, as determined by HCDE in its sole discretion, including, without limitation, sums due by Vendor to HCDE as a result of indemnification obligations, warranty claims, and/or HCDE/CP Administrative Fee(s). SZ8 Reporting The Vendor shall provide HCDE/CP with a detailed monthly report showing the total dollar volume of all sales under this Contract for the previous month in Microsoft Excel format, in the format and with the information specified by HCDE/CP. Reports are due on the fifteenth (15) day of the month, after the close of the previous month and shall provide information regarding Purchase Orders during the previous month. Vendor is responsible for collecting and compiling all sales under this Contract from all CP members and submitting one (1) consolidated monthly report. The monthly report shall include, at a minimum, the date of each Purchase Order, Purchase Order number, CP member name, city/town, and Purchase Order total dollar amount. The Vendar shall provide HCDE/CP with velocity/usage reports within five (5) business days of any request by HCDE/CP for such reports. General eBid RFP (revised January 2024) Page 20 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery Reports shall be submitted in an electronic format to supplyreportin�(a�choiceparmers.org or if food related to foodreportin� ,choicepartners.or�. 5.29 Pricing Changes All prices and discount percentages in Vendar's proposal shall be %rm far the Term of this Contract. Pricing may be negotiated during the Contract renewal period. In the event Proposer's prices will be adjusted or escalated upon a renewal (if any) of the fixed-price contract awarded pursuant to this RFP, Proposer must indicate such in its proposal. Indicate any list price adjustment Vendor intends on providing during the Term of this Contract and on what it is based. For example: CPI, MSRP, Price List, Website Pricing. Vendor agrees to promptly lower the proportionate price of any product purchased through this Contract following a reduction in the price the Vendor is paying suppliers. All pricing submitted to HCDE/CP in Vendor's proposal shall include the administrative fee to be remitted to HCDE/CP by Vendor. It is Vendor's responsibility to keep all pricing up-to-date and on file with HCDE/CP. For all pricing changes, including at renewal and during the Term, all price changes shall be presented to HCDE/CP for acceptance or rejection by HCDE/CP, in its sole discretion, using the same format as was accepted in Vendor's original proposal; all price changes for products and/or services provided under this Contract must be approved, in writing, by HCDE/CP prior to taking effect. The following documentation shall be provided to support a request for a price change: 5.29.1 justiiication for change/increase 5.29.2 terms and conditions 5.29.3 market conditions 5.29.4 manufacturers'/distributors' impact, if any All price decreases shall be allowed for all products and/ar services. 5.30 HCDE/CP Administrative Fee HCDE/CP will invoice Vendor far the HCDE/CP Administrative Fee of 2%. The invoice far the Administrative Fee will be based on total sales made through this Contract. Vendor shall remit payment of the HCDE/CP Fee to HCDE/CP no later than thirty (30) days following the end of the month. Failure to pay the HCDE/CP Administrative Fee in a timely manner may result in Vendor breaching this Contract and may result in HCDE/CP suspending or terminating this Contract. Vendor shall honor and pay HCDE/CP the HCDE/CP Administrative Fee for any sales resulting from this Contract that occurred within thirty (30) days of the expiration or termination of this Contract. All rebates, discounts, and other applicable credits granted by Vendor as a result of any Supplemental Contracts entered into between Vendor and CP members shall accrue exclusively to CP member(s). 5.31 Records Retention Vendar shall maintain its records and accounts in a manner that shall assure a full accounting far all product(s) and/or service(s) provided by the Vendor to HCDE/CP and/or CP members under this Contract. These records and accounts shall be retained by Vendor and made available for review and copying by HCDE/CP and CP members for a period of not less than three (3) years from the date of completion of the service(s), receipt of product(s), the date of the receipt by HCDE/CP or the CP member of Vendor's final invoice or claim for payment in connection with this Contract, or the date HCDE/CP or the CP member makes final payments and closes pending matters in connection with a federal grant, whichever is later. If an audit or a compliance review has been announced, the Vendor shall retain its records and accounts until such audit or compliance review has been completed. When federal funds are expended by HCDE ar any CP member pursuant to this Contract, Vendor certifies that it will comply with the record retention requirements detailed in 2 CFR § 200334. Vendar further certifies that Vendor will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit fmal expenditure reports ar quarterly or annual financial reports, as applicable, and all other pending matters are closed. General eBid RFP (revised January 2024) Page 21 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery 5.32 Right to Review, Audit and Inspect HCDE/CP, CP members, any federal agency that has awarded federal funds/grant(s) to HCDE/CP or a CP member, and the Comptroller General of the United States, and/or any of their authorized representatives, shall, upon written notice, have the right to audit and examine all of Vendor's records and accounts relating to this Contract and inspect any project performed by the Vendor relating to this Contract. Records subject to audit/review shall include, but are not limited to, all Purchase Orders resulting from this Contract and recards which may have a bearing on matters in connection with the Vendor's work for HCDE/CP and/or CP members, and shall be open to inspection and subject to audit/review and/or reproduction by HCDE/CP, CP member, and/or their autharized representative(s) to the extent necessary to adequately permit evaluation and veriiication of: 5.32.1 Vendor's compliance with this Contract and the requirements of the RFP. 5.32.2 Compliance with procurement laws, policies, and procedures, including, without limitation, reviewing/comparing pricing on invoices for HCDE/CP and/or CP members. 5.32.3 Compliance with provisions for computing billings to HCDE/CP and/or to CP members. 5.32.4 Any other matter related to this Contract. 5.33 Indemnification VENDOR SHALL INDEMNIFY AND HOLD HARMLESS HCDE/CP AND EACH CP MEMBER, INCLUDING HCDE'S AND CP MEMBERS' TRUSTEES, OFFICERS, ADMINISTRATORS, EMPLOYEES, AND AGENTS, FROM ALL CLAIMS, LIABILITIES, COSTS, SUITS OF LAW OR IN EQUITY, EXPENSES, ATTORNEYS' FEES, FINES, PENALTIES OR DAMAGES ARISING FROM ACTS OR OMISSIONS OF VENDOR, VENDOR' S EMPLOYEES, AGENTS, OR SUBCONTRACTORS, IN CONNECTION WITH THIS CONTRACT, INCLUDING WITHOUT LIMITATION, THOSE ARISING FROM CLAIMED INFRINGEMENT OF ANY PATENTS, TRADEMARKS, COPYRIGHT OR OTHER CORRESPONDING RIGHT(S) WHICH IS RELATED TO ANY ITEM VENDOR IS REOUIRED TO DELIVER. VENDOR'S OBLIGATIONS UNDER THIS CLAUSE SHALL SURVIVE ACCEPTANCE AND PAYMENT BY HCDE/CP OR THE CP MEMBER. 5.34 Governing Law and Exclusive Venue The laws of the State of Texas, without regard to its provisions on conflicts of laws, govern this Contract. Any dispute under this Contract involving HCDE/CP must be brought exclusively in the state and federal courts located in Houston, Harris County, Texas. Any dispute not involving HCDE/CP but involving a CP member and Vendor shall be governed by the laws of the state of the CP member, without regard to its provisions on conflicts of laws, and exclusive jurisdiction and venue shall lie in the city, county, and state of the CP member. 5.35 Multiple Contract Awards; Non-Exclusivity HCDE/CP reserves the right to award multiple contracts under the RFP, including multiple contracts for each product/service category. Product/Service categories are established at the sole discretion of HCDE/CP. HCDE/CP will base a recommendation far contract award, including whether to award a single or multiple contracts, based on the evaluation factars listed in this RFP; contracts will be awarded to proposers with a minimum score of 70 to be considered for award.5 Nothing in this Contract may be construed to imply that Vendor has the exclusive right to provide products and/or services to HCDE/CP and/ar CP members. During the Term of this Contract, HCDE/CP and CP members reserve the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Vendor. If a vendor has an existing HCDE/CP contract in the same contract title, upon award the new contract will immediately supersede the older contract. 5.36 New Products New products that meet the speciiications detailed in the RFP may be added to this Contract, with prior written approval from HCDE/CP. Pricing of any new products shall be equivalent to the percentage discount or proposed prices far other similar products. Vendor may replace or add products to the contract if: the replacing products are equal to or superior to the original products offered or discounted in a similar degree or to a greater degree and the General eBid RFP (revised January 2024) Page 22 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery products meet the requirements of the RFP. No products may be added to avoid competitive procurement procedures. HCDE/CP may reject any proposed additions, without cause, in its sole discretion. 5.37 No Substitution; Product Recall Any Purchase Order issued pursuant to this Contract shall conform to the speciiications and descriptions identified in this Contract and the RFP. Vendor shall not deliver substitutes without prior written authorization from HCDE/CP ar the CP member. If a product recall is instituted on any good that has been furnished and delivered to HCDE/CP ar any CP member, Vendar must immediately (i.e., within 24 hours but preferably sooner) notify the purchasing agent of HCDE/CP and the purchasing CP member by e-mail or in writing and must include all pertinent information relating to the recall. If Vendor is unable to contact the purchasing agent, Vendor must contact the Director of Purchasing of HCDE/CP and the purchasing CP member. Vendor will be responsible for all costs associated with replacing the recalled product, including replacement cost, shipping charges, etc. This requirement shall survive payment and acceptance of the goods. 5.38 Penalties If the Vendar is unable to provide the product(s) or services at the prices quoted in Vendor's proposal or if Vendor fails to fulfill or abide by the terms and conditions of the Contract, the RFP, or a Supplemental Contract, HCDE/CP or the CP member may take the following action(s), in the sole discretion of HCDE/CP ar the CP member, and Vendar agrees to comply with the chosen action(s): 5.38.1 Insist that the Vendor honor the quoted price(s) specified in Vendor's proposal or the Supplemental Contract, as applicable; 5.38.2 Have the Vendor pay the difference between the Vendor's price and the price of the next acceptable proposal, as determined by HCDE/CP or the CP member; 5.38.3 Have the Vendor pay the difference between Vendor's price and the actual purchase price of the product or service on the open market; and/or 5.38.4 Recommend to HCDE Board of Trustees that the Vendor no longer be given the opportunity to submit a proposal to HCDE/CP and/or that this Contract be terminated. 5.39 Promotion of Contract Marketing Plan The marketing of Vendor's company, product, and/or services shall be the sole responsibility of Vendor. HCDE/CP may only supply Vendor with CP members' contact lists that contain name, address, phone numbers, and/or email addresses. Other items geared toward the joint-marketing of HCDE/CP and Vendor's company, product, and/or services shall be at HCDE/CP's sole discretion. Encouraging CP members to circumvent this Contract by purchasing directly from Vendor may result in suspension or termination of this Contract. For so long as this Contract is valid and enfarceable between the parties, Vendor agrees to display the CP seal in its marketing collateral materials, such as Vendor's website and related marketing materials. Vendar shall submit all promotional materials to HCDE/CP and obtain written approval before Vendar fnalizes or publishes promotional material bearing the HCDE/CP or HCDE/CP name or seal. Vendor may not release any press release or other publication regarding this Contract or HCDE/CP unless and until HCDE/CP first approves the press release or publication in writing. 5.40 Website Support Vendor agrees to cooperate with HCDE/CP in publicizing contract particulars on the CP website. Vendor also agrees to work with HCDE/CP in updating and maintaining current information on Vendor activities related to the Contract on the CP website. Vendor agrees to provide an electronic version of its logo for use on the CP website upon Contract award and provide other information as reasonably requested by HCDE/CP to help ensure that the CP website is current and consistently updated. 5.41 Safety Vendar, its subcontractor(s), and their respective employees shall comply fully with all applicable federal, state, and local safety and health laws, ordinances, rules, and regulations in the performance of services under this General eBid RFP (revised January 2024) Page 23 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery Contract, including, without limitation, those promulgated by HCDE/CP, CP members, and by the Occupational Safety and Health Administration ("OSHA"). In case of conflict, the most stringent safety requirements shall govern. Vendor shall comply with all other safety guidelines and standards as required by HCDE/CP or CP members. Vendor shall indemnify and hold HCDE/CP and/or the CP member harmless from and against all claims, demands, suits, actions, judgments, fines, penalties, and liability of every kind arising from the breach of Vendor's obligations under this provision. 5.42 Workforce Vendar shall employ only orderly and competent workers, skilled in the performance of the services, if any, which shall be performed under this Contract. Vendor, its employees, subcontractors, and subcontractor's employees may not use ar possess any frearms, alcoholic ar other intoxicating beverages, illegal drugs or controlled substances while on the job or on HCDE/CP and CP members' property, nor may such workers be intoxicated or under the influence of alcohol or drugs on HCDE/CP and CP members' property. 5.43 Supplemental Contracts A CP member and Vendor may enter into a separate, Supplemental Contract. Any Supplemental Contract developed as a result of this Contract and/or the RFP is exclusively between the CP member and Vendor and shall have no effect or impact on HCDE, any other CP member, or this Contract. Any Supplemental Contract between Vendor and a CP member is exclusively between that specific CP member and Vendar and will be subject to immediate cancellation by the CP member (without penalty to the CP member) if, in the opinion of the CP member, the quality, service, and speciiication requirements, and/ar the terms and conditions are not maintained as stated in the Supplemental Contract. Vendor shall promptly notify HCDE/CP of any Supplemental Contract executed between Vendor and a CP member. 5.44 Insurance Vendor is required to provide HCDE/CP and/or the CP member with copies of certificates of insurance, naming HCDE/CP and/or the CP member as additional insured's for Texas Workers Compensation and General Liability Insurance, within 14 business days of contract award and prior to the commencement of any work under this Contract. Certificates of Insurance, name and address of Vendor, the limits of liability, the effective dates of each policy, and policy number shall be delivered to HCDE/CP and/or the CP member prior to commencement of any work under this Contract. The insurance company insuring Vendor shall be licensed in the State of Texas ar the state in which the CP member is located, and shall be acceptable to HCDE/CP and/or the CP member. Vendar shall give HCDE/CP or the CP member a minimum of ten (10) days' notice prior to any modifications or cancellation of said policies of insurance. Vendor shall require all subcontractors performing any work under or relating to this Contract to maintain coverage as specified below. Vendor shall, at all times during the Term of this Contract, maintain insurance coverage with not less than the type and requirements shown below. If the CP member has higher insurance requirements than those listed below, such may be added to the Purchase Order. Such insurance is to be provided at the sole cost of the Vendor. These requirements do not establish limits of Vendor's liability. All policies of insurance shall waive all rights of subrogation against HCDE, CP members, and HCDE/CP and CP members' officers, employees and agents. Upon request, certifed copies of original insurance policies shall be furnished to HCDE/CP and/ar to CP members. HCDE/CP and the CP member, as requested, shall be named as an"additional insured" on insurance policies except worker's compensation. HCDE/CP and the CP member reserve the right to require additional insurance should HCDE/CP or the CP member deem additional insurance necessary, in their sole discretion. 5.44.1 Workers Compensation Workers Compensation (with waiver of subrogation to HCDE/CP and the CP member) Employer's Liability, including all states, U.S. Longshoremen, Harbar Workers and other endorsements. 5.44.2 Statutory and Bodily Injury by Accident Statutory and Bodily Injury by Accident $100,000 each employee. Bodily Injury by Disease: $500,000, policy limit $100,000 each employee. General eBid RFP (revised January 2024) Page 24 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery 5.44.3 Commercial General LiabiGty Commercial General Liability Occurrence Form including, but not limited to, Premises and Operations, Products Liability Broad Form Property Damage, Contractual Liability, Personal and Advertising Injury Liability and where the exposure exists, coverage for watercraft, blasting collapse, and explosions, blowout, cratering and underground damage. $300,000 each occurrence Limit Bodily Injury and Property Damage combined. $300,000 Products-Completed Operations Aggregate Limit $500,000 per Job Aggregate. $300,000 Personal and Advertising Injury Limit. 5.44.4 Automobile Liability Coverage $300,000 Combined Liability Limits Bodily Injury and Property Damage Combined. 5.45 Participation in HCDE/CP Vendor acknowledges and agrees that continued participation in the HCDE/CP cooperative purchasing program is subject to HCDE/CP's sole discretion and that Vendor may be removed from the HCDE/CP prob am at any time, with or without cause, in HCDE/CP's sole discretion. All work resulting from this Contract must cease immediately after completion of the final accepted Purchase Order. Nothing in this Contract or in any other communication between HCDE/CP and Vendor may be construed as a guarantee that HCDE/CP or CP members will submit any Purchase Order to Vendor at any time. 5.45.1 HCDE Participation Requirements At a minimum, to continue participation in the HCDE/CP cooperative purchasing program, Vendor must: a. Submit detailed monthly reports of all sales activity, including all sales and contracts where HCDE is the lead agency (such report is required even if there is no sales activity for a given month); b. Timely remit Administrative Fee(s) to HCDE/CP; c. Market Choice Partners, including inclusion of CP seal on Vendor's website, development and execution of marketing plan, and participation in at least #3 of marketing events (such as trade shows and conferences) annually; d. Maintain a minimum annual sales activity of $15,000; e. Completion of all required forms (such as Farm 1295, EDGAR Certifications, etc.); and f. Maintain required insurance and submit updated certificate(s) to CP annually 5.46 No Agency or Endorsements It is the intention of the parties to this Contract that Vendor is independent of HCDE/CP and CP members, is an independent contractor, and is not an employee, agent, joint venturer, or partner of HCDE/CP or any CP member. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venturer or partner, between HCDE/CP and Vendor, any CP member and Vendor, HCDE/CP and any of Vendor's agents, or any CP member and any of Vendor's agents. Vendor has no power or authority to assume or create any obligation or responsibility on behalf of HCDE/CP or any CP member, and HCDE/CP and HCE members have no power ar authority to assume or create any obligation or responsibility on behalf of Vendor. This Contract shall not be construed to create or imply any partnership, agency, or joint venture, nor shall it be construed or deemed an endorsement of a specific company or product. Vendor agrees that HCDE/CP and CP members have no responsibility for any conduct of any of Vendor's employees, agents, representatives, contractors, or subcontractors. 5.47 EqualOpportunity lt is the policy of HCDE/CP not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona f de occupational qualif cation), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Vendar further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract. General eBid RFP (revised January 2024) Page 25 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery 5.48 Force Majeure Neither HCDE, any CP member, or Vendor shall be deemed to have breached any provision of this Contract as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, energy crises, fires, transportation contingencies, interruptions in third-parry telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are reasonably beyond HCDE, any CP member, ar Vendor's control. HCDE, CP members, and Vendar are required to use due caution and preventive measures to protect against the effects of farce majeure, and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision. The party seeking relief due to force majeure is required to promptly notify the other parties in writing, citing the details of the force majeure event and relief sought, and shall resume performance immediately after the obstacles to performance caused by a force majeure event have been removed, provided the Contract has not been terminated. Delay or failure of performance, by either parry to this Contract, caused solely by a force majeure event, shall be excused for the period of delay caused solely by the force majeure event. HCDE, CP members, and Vendor shall not have any claim for damages against any other party resulting from delays caused solely by force majeure. Notwithstanding any other provision of this Contract, in the event the Vendor's performance of its obligations under this Contract is delayed or stopped by a force majeure event, HCDE/CP shall have the option to terminate this Contract. This section shall not be interpreted as to limit ar otherwise modify any of HCDE's or CP members' contractual, legal, or equitable rights. 5.49 Severability In the event any one ar more of the provisions contained in this Contract shall far any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 5.50 Waiver No failure on the part of either party at any time to require the performance by the other party of any term hereof shall be taken ar held to be a waiver of such term or in any way affect such party's right to enforce such term, and no waiver on the part of either party of any term hereof shall be taken or held to be a waiver of any other term hereof ar the breach thereof. No waiver, alteration, or modification of any of the provisions of this Contract shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. 5.51 Entire Agreement The Contract, the RFP, Vendor's proposal submitted in response to the RFP, the attached and incorporated attachments, addendum, and/or exhibits, if any, and the Supplemental Contract, if any, contain the entire agreement of the parties relative to the purpose(s) of the Contract and supersede any other representations, agreements, arrangements, negotiations, or understandings, oral or written, between the parties to this Contract. In the event of a conflict between this Contract and the RFP or Vendor's proposal submitted in response to the RFP, this Contract shall control. In the event of a conflict between the RFP and Vendor's proposal submitted in response to the RFP, the RFP shall controL This Contract supersedes any conflicting terms and conditions on any Purchase Order, invoices, checks, order acknowledgements, forms, purchase orders, ar similar commercial documents relating hereto and which may be issued by Vendor after the Effective Date of this Contract. In addition to this Contract, a Supplemental Contract between Vendor and the CP member may be established to further detail the terms and conditions of the CP member's specific project. In the event of a conflict between this Contract and the Supplemental Contract, as to HCDE, this Contract shall prevail. In the event of a conflict between this Contract and the Supplemental Contract, as to the CP member, the Supplemental Contract shall prevail unless the Supplemental Contract states otherwise. 5.52 Interpretation Vendar agrees that the normal rules of construction that requires that any ambiguities in this Contract are to be construed against the drafter shall not be employed in the interpretation of this Contract. 5.53 Notice Any notice provided under the terms of this Contract by the parties to any other shall be in writing and shall be given by hand-delivery or by certiiied ar registered mail, return receipt requested. Notice shall be sufficient if made General eBid RFP (revised January 2024) Page 26 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery or addressed to the party at the address listed in the signature line of this Contract. Notice shall be deemed effective upon receipt. Each parry may change the address at which notice may be sent to that party by giving notice of such change to the other party by certified mail, return receipt requested. 5.54 Captions The captions herein are for convenience and identification purposes only, are not an integral part hereof, and are not to be considered in the interpretation of any part hereof. 5.55 Authorized Distributors/Order Fulfillers "Authorized Distributors/Order Fulfillers" means an agent, affiliate, subcontractor, vendor, reseller, manufacturer, publisher, distributor, order fulfiller, franchisee, or other person or entity designated or directed by Vendor to provide products or services in performance of, related to, or in support of the Contract and/or a Supplemental Contract issued pursuant to the Contract. HCDE agrees to permit Vendor to utilize Authorized Distributors/Order Fulfillers designated by Vendor to provide service, sales and support to HCDE and CP members under the Contract. 5.55.1 Vendor Responsibility Vendor may designate Authorized Distributors/Order Fulfillers to act as the distributors for products and services available under the Contract. Vendar shall provide HCDE with the following Authorized Distributor/Order Fulfiller infarmation: Authorized Distributor/Order Fulfiller's name, business address, and contact person email address and phone number. Vendor may add or delete Authorized Distributors/Order Fuliillers throughout the term of the Contract upon written authorization by HCDE/CP. 5.55.2 HCDE/CP Determination HCDE reserves the right to require Vendor to rescind any Authorized Distributor/Order Fulfiller's participation relating to the Contract or to request that Vendor name additional Authorized Distributors/Order Fulfillers should HCDE determine either is in the best interest of HCDE and/or CP members. 5.55.3 CompGance Vendar shall ensure that its Authorized Distributors/Order Fulfllers legally agree to comply with the terms and conditions of the Contract, including, without limitation, the pricing, purchase order, invoice and payment, CP Administrative Fee, and warranty provisions therein. When an Authorized Distributor/Order Fulfiller acts as the distributor for products and services available under the Contract, the Authorized Distributor/Order Fulfiller shall be liable and responsible for the fulfillment of the obligations under the Contract and any Supplemental Contract entered into between the Autharized Distributor/Order Fulfiller and purchasing CP member as well as all other obligations imposed on "Vendor" under the Contract. 5.56 USDA/TDA Special Terms and Conditions The following terms and conditions apply to all procurements and purchases involving federal School Nutrition Program funds. In the event of a conflict or inconsistency between the following terms and conditions and any provision of the Agreement, the procurement solicitation issued by HCDE, or the portion of Vendor's proposal submitted in response to HCDE's procurement solicitation that is satisfactory to HCDE, the following terms and conditions shall control. 5.56.1 Market Basket Analysis HCDE/CP reserves the right, in its sole discretion, to use a"Market Basket Analysis" method, as that term is deimed by applicable USDA/TDA regulations and guidance. The Market Basket Analysis sample is established to represent 75% of the total estimated value of the Contract. The most recent velociry/sales report(s) from HCDE/CP's current supplier(s) was used to project the balance of the year and adjusted for any estimated change in menu and participation for the following year. As a result, this list of [ 100] goods to be purchased under this procurement solicitation and any resulting Contract includes the top [60] goods purchased by dollar volume representing the 75% threshold. Prices for the remaining [40] goods listed in this procurement solicitation should also be included, though they will not be a part of the Market Basket Analysis. The Market Basket Analysis shall not be used for service or equipment contracts/procurement solicitations or for Fee-For- Service Processing contracts. General eBid RFP (revised January 2024) Page 27 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery 5.56.2 Material Change If a material change (as the term is defined by TDA rules and regulations) to a contract entered into between HCDE/CP and Vendor occurs, then the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, HCDE/CP may issue a new RFP for the goods or services procured under the previously-existing contract. Material change for purposes of this Section 5.56.2 means a modification that substantially exceeds the terms of the original contract between HCDE/CP and Vendor. 5.56.3 Supplemental Contracts Supplemental Contracts are entered into pursuant to the piggyback method delineated in the U.S. Department of Agriculture directive SFSP02-2017. Should the "piggybacking" result in a material change to the Contract, HCDE/CP will proceed under Section 5.56.2 of this RFP. 5.56.4 New Products During the Term of a Contract awarded under this RFP, additional purchases not included in the original RFP list and resulting awarded contract may become necessary and benefit HCDE/CP members. Vendor and HCDE/CP agree that the aggregate value of added purchases during each year of the Contract (if renewed) shall not exceed 10% of the estimated total value of the Contract. The total value of the Contract must be agreed upon, and the dollar value listed in the Contract and each renewal term of the Contract (if any). For purposes of this section, the total value of the Contract includes all contracts awarded as a result of the procurement solicitation to all vendors. For the initial Term of a Contract awarded under this RFP, Vendor and HCDE/CP agree that the total value of the Contract shall be $200 million. Additions of new products may be included in the awarded Contract list during the renewal of the Contract through an amendment to the Contract, and the total Contract value adjusted accordingly. For each renewal term of the Contract, the total actual value of the Contract in the preceding year and the additional new product(s) made during that Term will be the basis for determining the maximum dollar amount (not to exceed 10%) of the additional new product(s) that will be allowed during the next Contract renewal term. 5.56.5 Bonds Vendar shall provide all bonds, including bid guarantee, performance bond, and payment bond, as applicable under U.S. Department of Agriculture and/or Texas Department of Agriculture rules. 5.56.6 Use by Other Governmental Entities In the event that HCDE/CP allows other governmental entities to "piggyback" onto any existing contract between HCDE and Vendor entered into pursuant to this procurement solicitation, Vendor agrees and understands that such other governmental entities may include "school food authorities," as that term is defined by USDA/TDA. Should the "piggybacking" result in a material change to the Agreement for purposes of USDA/TDA purchases, HCDE/CP will proceed under the foregoing section entitled "Material Changes." 5.56.7 No Guarantee of Quantities Quantities for purchases paid for with School Nutrition Program funds are subject to change for various reasons, which include, but are not limited to the following: USDA commodity allocation(s), variations in student population, production item substitution(s), changes in consumer taste or expectations, pricing, and nutrition regulatory changes. 5.56.8 Buy American Act The Buy American Act, set forth in 7 C.F.R. Part 210.21(d), requires that participants in the National School Lunch Program and School Breakfast Program use the federal nonproiit food service funds, to the maximum extent practical, to buy domestic commodities or products for Program meals. 7 CFR Part 210.21(d) defines a "domestic commodity or product" as one that is either produced in the U.S. or is processed in the U.S. substantially using agricultural commodities that are produced in the U.S. "Substantially" means that over 51 percent of the final processed product consists of agricultural commodities that were grown domestically. Because many HCDE/CP members participate in the National School Lunch Program and School Breakfast Program, HCDE/CP requires Vendor to certify whether its products are "domestic commodities or products", as defined by 7 C.F.R. Part 210.21(d). Accardingly, Vendor agrees to provide certifcation and any necessary documentation requested by HCDE/CP member that the food product was processed in the U.S. and the percentage of U.S. content, by weight ar volume, in the food component of processed food products supplied General eBid RFP (revised January 2024) Page 28 of 37 RFP #24/043SG Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery to HCDE/CP members. A"domestic commodity or product" is defined as one that is either produced in the U.S. or is processed in the U.S. substantially using agricultural commodities that are produced in the U.S. as provided in 7 C.F.R. 210.21(d). "Substantially" means that over 51 percent of the final processed product consists of agricultural commodities that were grown domestically. When USDA Foods items are manufactured into processed end products, 51% of resulting food products must be of United States origin. Vendor certifies that Vendor shall provide food products that meet the Buy American provision. Vendor further certifies that, in compliance with the Buy American provision, its products are "domestic commodities or products" as defined by 7 C.F.R. § 210.21(d). Vendor further certifies that the food products it supplies are processed in the U.S. and Vendor shall certify the percentage of U.S. content, by weight or volume, in the food component of processed food products supplied to the District. If Vendor is repetitively unable to provide domestic food products, HCDE/CP member may require Vendor to provide evidence that Vendor is capable of fulfilling the terms and conditions of the Contract and specifically, the Buy American provision. If HCDE/CP member determines that Vendor is not capable of fulfilling the terms and conditions of the Contract and/or speciiically, the Buy American provision, HCDE/CP member may terminate its Contract with Vendor. Vendor shall provide documentation that demonstrates that food products meet the Buy American provision. Vendor must notify the District if a delivery contains non-domestic products, so the District may approve delivery as an exception to the Buy American provision. Vendor certifies that it will adhere to the notification requirements for the Buy American provision. Exceptions to the Buy American provision should be used as a last resort; however, an alternative or exception may be approved by the CP member, upon request, by occurrence (i.e., delivery). Blanket exception approvals are not allowed. The District must determine that the use of a non-domestic food product is appropriate, using the USDA-prescribed questions in making the decision. See "Requirements for an Exception," ARM Section 17b Buy American, at p. 19 (August 12, 2020). Vendor agrees to provide information to the District that will assist the District in this determination. The decision to purchase or accept delivery of a non-US product must be made by the District. Vendor agrees to comply with all requirements imposed by applicable law, USDA/TDA guidance, and the District concerning Buy American provision exceptions. Vendar further agrees to provide HCDE/CP members with documentation verifying that a domestic product is not available and the cost range is reasonable within a reasonable time upon request by HCDE/CP members. In the event Vendor or Vendor's supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, HCDE/CP members may decide not to purchase from Vendor and/or HCDE/CP may terminate the Contract if Vendor is incapable of fulfilling the terms and conditions of the Contract, including the Buy American requirements. Additionally, HCDE/CP members may require country of arigin on all products and invoices submitted for payment by Vendor, and Vendor agrees to comply with any such requirement. 5.56.9 Records Retention When school nutrition program funds are expended by HCDE or any CP member pursuant to this Contract, Vendor certifies that it will comply with the record retention requirements promulgated by USDA/TDA. Vendor further certifies that Vendor will retain all records as required by USDA/TDA for a period of five (5) years after the end of the fiscal year to which the documentation/records pertain. Vendor further certifies that these records must be accessible to appropriate HCDE/CP member and federal or state reviewers. See TDA ARMS Manual, 17.107. General eBid RFP (revised January 2024) Page 29 of 37 24/043SG Addendum 1 4imprint, Inc. Supplier Response Event Information Number: 24/043SG Addendum 1 Title: Award Jackets, Apparel, Uniforms, Screen Printing, Embroidery Type: RFP Issue Date: 4/19/2024 Deadline: 5/24/2024 02:00 PM (CT) Notes: Vendors considering a response to this RFP are advised to review the RFP document in the attachments to understand the nature of the proposed contract (Cooperative Contract) outlined in Section 1.0. "Before asking does this bid include...?" review section 7.0 Specifications. A preproposal meeting will be held virtually on Wednesday April 24, 2024, at 10:00 AM CT via the zoom link below. At the time of the meeting please join via the link below. Join Zoom Meeting https://hcde-texas-org.zoom.us/j/83476840448? pwd=dmx4bkRZK09KZGRmU01IdzJvbTVxQT09 Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 1 of 18 pages Meeting ID: 834 7684 0448 Passcode: 076773 --- One tap mobile +13462487799,,83476840448#,,,,*076773# US (Houston) +16694449171,,83476840448#,,,,*076773# US --- Dial by your location Meeting ID: 834 7684 0448 Passcode: 076773 Find your local number: https://hcde-texas- org.zoom.us/u/kdw5YfCQYR It is HCDE/CP policy not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping condition in its programs. HCDE/CP is announcing the release of the following Request for Proposal (RFP): 24/300SG for Digital/Internet Instructional Applications, Platforms, Content, and Related Items. Bid documents may be obtained at https://hcdeebid.ionwave.net. Any questions related to this bid should be submitted to https://www.choicepartners.org/current-rfps. Interested proposers are encouraged to thoroughly read the RFP. Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 2 of 18 pages Contact Information Contact: Steve Gibson Address: 6300 Irvington Blvd. (Return all proposals online) Houston, TX 77022, TX 77055 Phone: 1 (713) 681-6052 Email: sgibson@hcde-texas.org Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 3 of 18 pages 4imprint, Inc. Information Address: 101 Commerce St Oshkosh, WI 54901 Phone: (888) 234-5797 Fax: (800) 355-5043 Toll Free: (888) 234-5797 Email: bids@4imprint.com Web Address: www.4imprint.com By submitting your response, you certify that you are authorized to represent and bind your company. Kristin Engh bids@4imprint.com Signature Email Submitted at 5/20/2024 02:04:46 PM (CT) Requested Attachments Catalog / Price List 4imprint Link_to_online_catalog.docx Upload the corresponding Price List, Catalog, or pricing location you indicated on Attributes 22-23. 10.0 Required Attachment New 10.0 Attachment Packet_4imprint Final.pdf Upload the completed, executed, dated, and electronically signed (ex: DocuSign) or wet signature documents. of the bid closing to Choice Partners, 6005 Westview Drive, Houston, TX 77055 with the RFP number and title clearly Texas Ethics Commission Form 1295 Form 1295 Certificate 101203893.pdf Upload TEC Form 1295 with the unique number and form signed, HCDE/CP's acknowledgement of Form 1295 does not mean HCDE/CP is making a recommendation of award to our Board. Previous Work History 4imprint Work History.pdf Describe sales experience with local government entities within the past 5 years and other sales or services within the past 10 years. QA/QC Program 4imprint Quality Narrative.pdf Please upload your Quality Assurance/Quality Control Narrative . A template has been provided in the attachments tab Accreditations, Endorsements, Certifications or Licenses No response Accreditations, Endorsements, Certifications, or Licenses that are industry-specific for this proposal. Other Certifications No response Upload certifications (ex. MWBE, HUB, SBE, PDBE, etc.) If you declared MWBE, HUB, SBE, or PDBE in attributes 17- 21, please attach those certifications here. Marketing Plan 4imprint Marketing Plan.pdf below a sample marketing flyer, email blast, etc. that you would use if awarded this contract. Organization Chart and/or bios of key employees 4imprint Proposed Staffing Plan.pdf Please upload your company's organization chart and/or bios of key employees Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 4 of 18 pages Financial Capability 4imprint Group plc - 2023 Audited Financial Statements.pdf Vendors financial capability (ex. Financial statement, balance sheet, etc.) for the last 3 years; stamped Confidential. Insurance Proof-of-Insurance_4imprint,-Inc- _1-1-24-25-GL,-_12-29- 2023_2104573755_1.pdf Upload a copy of your current certificate of insurance as stated in section 5.44 Company Logo 4imprint 2MP size.jpg Upload your company logo Exceptions to Contract 4imprint 24-043SG Terms and Conditions Redlined.pdf Exceptions and additional terms and conditions to the contract MUST be red-lined in the Terms and Conditions section 5.0 and uploaded here. Failure to include/upload these exceptions and/or additional terms and conditions may result in non-award or rescindment of a contract and will result in non-acceptance of any exceptions and additional terms and conditions. Any negotiations related to this must be finalized with sixty (60) days of RFP close date. Response Attachments 4imprint Responsibility Annual Report 2023.pdf 4imprint Responsibility Annual Report Annual Report 2022.pdf Annual Audited report for 2022 and 2021 4imprint Choice Partners Proposal RFP 24-043SG.pdf Proposal Document 4imprint logo BASIC spec req.jpg 4imprint logo specifications Bid Attributes 1 Company Name Please provide your Legal Company Name (as listed on Box 1 of W-9) 4imprint, Inc. 2 Company Street Address Please provide your company street address. 101 Commerce St 3 Company City Please provide your company city. Oshkosh 4 Company State Please provide your company state. WI 5 Company Zip Code Please provide your company zip code. 54901 Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 5 of 18 pages 6 Company Phone Please provide your company phone number. (888) 234-5797 7 Company Website Please provide your company's website address. A website is mandatory for consideration with this proposal. This should be a page that describes the products/services for which you were awarded the contract - if you have many products/services not within the award, it is best to create a unique landing page for our members. https://www.4imprint.com 8 Company Description Please provide a short description of your company (255 characters max). This information will be used on the Choice Partners website to market your contract to our members. 4imprint is the leading provider of promotional products, including apparel, headwear, outwear which can be decorated via embroidery, screen printing, direct-to-garment and other methods. 9 Geographic Coverage Can your contract with Choice Partners be accessed locally, statewide, or nationally by our members? Nationally 10 Geographic Coverage (Continued) If "Statewide" or "Locally" was selected, please select the State covered. If "Nationally", select N/A N/A Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 6 of 18 pages 11 Regions Covered If "Locally" was selected, please select which Education Service Center (ESC) Region(s) the vendor's products/services can be offered. If not, select "N/A" A list of Regional Education Service Centers (ESC) is available: Regional ESC - Map 00 - All Regions 01 - Edinburg 02 - Corpus Christi 03 - Victoria 04 - Houston 05 - Beaumont 06 - Huntsville 07 - Kilgore 08 - Mt. Pleasant 09 - Wichita Falls 10 - Richardson 11 - Fort Worth 12 - Waco 13 - Austin 14 - Abilene 15 - San Angelo 16 - Amarillo 17 - Lubbock 18 - Midland 19 - El Paso 20 - San Antonio 99 - N/A 12 Principal Place of Business List the City and State of Vendor's principal place of business. The following provision does not apply to a contract involving federal funds. The State of Texas has a law concerning non-resident vendors. This law can be found in Texas Education Code under Chapter 2252, Subchapter A. This law makes it necessary for HCDE to determine the residency of its Vendors. In part, this law reads as follows: refers to a person whose principal place of business is in this state, including a vendor whose ultimate parent company or majority owner has its principal place of business in this state. Section: 2252.002: "A governmental entity may not award a governmental contract to a non resident bidder unless the nonresident underbids the lowest bid submitted by a resident bidder by an amount that is not less than the amount by which a resident bidder would be required to underbid the nonresident Oshkosh, WI Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 7 of 18 pages 13 Annual Sales What is your company's annual sales volume in dollars? $1300000000 14 Years in Business How many years has your company been in business? 40 15 FTE's How many full time employees (FTE's) does your company have? 1595 16 Employees in State State whether the proposer or the proposer's ultimate parent company or majority owner employs at least 500 persons in this state (Texas). No, our company does not have 500 or more in state 17 Minority and Women's Business Enterprise (MWBE/MBE) Please indicate if your company is currently a MWBE/MBE. If your company is not a MWBE/MBE, please indicate by selecting "None". If selecting "Yes"please upload the appropriate certificate(s) in the Response Attachments Section of this RFP. None 18 Historically Underutilized Business (HUB) Please indicate if your company is currently certified as Historically Underutilized Business (HUB). If your company is not a HUB, please indicate by selecting "None". If selecting "Yes"please upload the appropriate certificate(s) in the Response Attachments Section of this RFP. None 19 Small Business Enterprise (SBE) Please indicate if your company is currently certified as Small Business Enterprise (SBE). If your company is not an SBE, please indicate by selecting "None". If selecting "Yes" please upload the appropriate certificate(s) in the Response Attachments Section of this RFP. None 20 Persons with Disabilities Business Enterprise (PDBE) Please indicate if your company is currently certified as Persons with Disabilities Business Enterprise (PDBE). If your company is not an PDBE, please indicate by selecting "None". If selecting "Yes" please upload the appropriate certificate(s) in the Response Attachments Section of this RFP. None Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 8 of 18 pages 21 Disadvantaged Business Enterprise (DBE) Please indicate if your company is currently certified as Disadvantaged Business Enterprise (DBE). If your company is not a DBE, please indicate by selecting "None". If selecting "Yes" please upload the appropriate certificate(s) in the Response Attachments Section of this RFP. None 22 Catalog Discount Indicate any list price adjustment (percentage off) you intend on providing during the contract period. Then, in the next attribute, what it is based on. 10% please see our attached pricing proposal section for details 23 Catalog Discount: If you listed a discount in the previous attribute, describe what that discount is based on? If you listed a discount in the previous question, describe what that discount is based on. (MSRP, Price List, Vendor's Website Pricing, or Catalog). (Example: 12% off our 2024 catalog) Then. upload your pricing (catalog, price list, or precise internet location (url) of published pricing) in the Response Attachments Section of this RFP. The discount is from current pricing for items on the 4imprint website: https://www.4imprint.com, please see our attached pricing proposal for details 24 Pricing / Payment Information In addition to the typical unit pricing furnished herein, vendor agrees to offer all future product introductions at prices that are proportionate to the contract price(s). If selecting "No" please upload a statement detailing how pricing will be calculated for HCDE/CP Members in the Response Attachments Section of this RFP. Yes 25 Pricing / Payment Information (Continued) Pricing submitted shall include the required CP administrative fee. If selecting "No" your proposal will be deemed non-responsive. Yes 26 Pricing / Payment Information (Continued) Vendor agrees to remit to HCDE/CP the required administrative fee. Yes 27 Pricing / Payment Information (Continued) Additional discounts for purchase of a guaranteed quantity Yes Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 9 of 18 pages 28 Pricing / Payment Information (Continued) Pricing submitted includes all transportation charges (FOB Destination). *Separate/additional transportation charges will not be paid by HCDE/CP or member. No 29 Pricing/Payment Information (Continued) Vendor will accept all forms of Purchase Orders. Yes 30 Pricing/Payment Information (Continued) Does the vendor require HCDE/CP member to provide Tax Exempt Forms for each Purchase Order? No 31 Pricing/Payment Information (Continued) Capable of handling Electronic Funds Transfer (EFT) payment(s). If "yes", detail which EFT formats (CTX, CPT, etc.) vendor supports below on #33. Yes 32 Pricing/Payment Information (Continued) Please list supported EFT payment formats CTX 33 Pricing/Payment Information (Continued) Does the vendor require credit requirements of HCDE/CP and/or member prior to acceptance of a Purchase Order? If "yes", describe the credit requirements below in attribute #33. Yes 34 Pricing/Payment Information (Continued) Describe credit requirements. Our accounting team will review the credit information prior to terms (i.e., D&B) given unless members organization has worked with us previously and has already been authorized for use of Purchase Orders. 35 Pricing/Payment Information (Continued) Is vendor licensed for all states indicated in Attribute #11-12 Geographic Coverage? If "no", list which state(s) vendor does not have required licenses and why below on #35. Yes 36 Pricing/Payment Information (Continued) List of state(s) vendor does not have licensing and why N/A Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 10 of 18 pages 37 E-Commerce Vendor has E-Commerce capabilities. Yes 38 References The vendor is to submit three (3) references that have contracted with their company to provide like products and/or services. Include the entity name, phone number, contact person, and email address. It is recommended that the vendor use school districts or other local governmental agencies equal to Choice Partners in size and structure, if possible. Please contact your references before including in this section. CP will send a brief email survey to your references, so use current email addresses. References will have a very short response time, so please encourage them to respond immediately when they receive our email. Reference responses will affect your scoring. 39 Reference #1 Entity Name List the entity name for Reference #1 Pasadena Independent School District 40 Reference #1 Contact Person List the contact person for Reference #1 Derek Gillard 41 Reference #1 Phone Number Include the phone number for Reference #1 (713) 740-0150 42 Reference #1 Email Address List the email address for Reference #1. Please confirm correct email address with your reference before submitting. dgillard@pasadenaisd.org 43 Reference #2 Entity Name List the entity name for Reference #2 The University of Alabama Tuscaloosa 44 Reference #2 Contact Person List the contact person for Reference #2 Anna McJenkin 45 Reference #2 Phone Number List the phone number for Reference #2 (205) 348-3209 Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 11 of 18 pages 46 Reference #2 Email Address List the email address for Reference #2. Please confirm correct email address with your reference before submitting. almcjenkin@ua.edu 47 Reference #3 Entity Name List the entity name for Reference #3 Texas A&M 48 Reference #3 Contact Person List the contact person for Reference #3 Kyle Pope 49 Reference #3 Phone Number List the phone number for Reference #3 (979) 862-3366 50 Reference #3 Email Address List the email address for Reference #3. Please confirm correct email address with your reference before submitting. Kyle.Pope@tamu.edu 51 Purchase Order/Quote Contact Name Please list the contact name of the individual that is responsible for purchase orders and quotes from HCDE / CP members Government Team 52 Purchase Order/Quote Contact Phone Number Please list the phone number of the individual that is responsible for purchase orders and quotes from HCDE/CP members. (877) 446-7746 x5523 53 Purchase Order Contact Email Address Please list the email address of the individual that is responsible for processing and confirming purchase orders. govrequests@4imprint.com 54 Marketing Contact Please list the contact name of the individual that is responsible for marketing your company Ben Thompson 55 Marketing Contact Phone Number Please list the phone number of the individual that is responsible for marketing your company. (877) 446-7746 x8226 Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 12 of 18 pages 56 Marketing Contact Email Address Please list the email address of the individual that is responsible for marketing your company. bthompson@4imprint.com 57 Accounting Contact Name Please list the contact name of the individual that is responsible for accounts payable for your company. Accounts Receivable Team 58 Accounting Contact Phone Number Please list the phone number of the individual that is responsible for accounts payable for your company. (800) 982-8979 59 Accounting Contact Email Address Please list the email address of the individual that is responsible for accounts payable for your company. ar@4imprint.com 60 Administrative Fee Contact Name Please list the contact name of the individual that is responsible for completing and returning monthly usage reports for your company. Jen Groskreutz 61 Administrative Fee Contact Phone Number Please list the phone number of the individual that is responsible for completing and returning monthly usage reports for your company. (888) 239-6001 62 Administrative Fee Contact Email Address Please list the email address of the individual responsible for completing and returning monthly usage reports for your company. jeng@4imprint.com 63 Monthly Usage Reporting Monthly reports showing contract usage are a mandatory part of contract terms for this proposal. Please indicate that you understand this commitment and will send reports monthly. Yes, I understand and will send reports monthly 64 Conference Participation Vendor agrees, as part of its marketing commitment, to participate in national, statewide or regional tradeshows or conferences (three per year minimum). Yes 65 SAM / UEI Number Provide company's Unique Entity Identifier (UEI) number. UEI is a 12-character alphanumeric ID assigned to an entity by System for Award Management (SAM.gov) XK7UNSSLL833 Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 13 of 18 pages 66 Invoice Information A. Describe how vendor will invoice the HCDE/CP or CP member. B. Discuss the invoicing options offered by vendor and the payment terms for each. Our terms are Net 30 for orders paid for with a PO. We also accept credit cards with no processing fees, along with ACH or check payments. 67 Online Order Link Please provide website address for processing orders online (if applicable). https://www.4imprint.com 68 How to Place an Order Please provide brief description of how to place an order with your company using Choice Partners contract. Choice Partners requires each vendor to reference the HCDE/CP contract number on all quotes, invoices, etc. when using this contract. When members contact us to request a quote or place an order, they will provide a code, for Choice Partners, we have assigned CP10. This will prompt our team to note the contract number and apply the contracted discount to If placing an order directly online, this code of CP10 can be added during the cart shopping process to apply the discount as well. 69 Delivery Does your company provide delivery of your supplies and equipment offered to members in our cooperative? Yes 70 Freight Terms Please provide your freight terms under this contract. Please include any levels for free freight in addition to how the price for freight will be determined. Freight shall be FOB Destination pre-paid and added. 71 Credit Card Acceptance Can you take payments via credit card? Yes 72 Credit Card Terms Do you charge an additional fee for paying by credit card? No additional charges 73 Texas Ethics Commission Form 1295 Please enter your confirmation number from the Texas Ethics Commission for form 1295 competition. Upload your completed form in the Response Attachments Section of this RFP. 1295 reference information (if these links will save you valuable time) https://www.ethics.state.tx.us/filinginfo/videos/Form1295/CreateCertificate/CreateCertificate.html https://www.ethics.state.tx.us/filinginfo/videos/Form1295/FirstLogin-Business/Form1295Login-Business.html https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php See our upload in No. 3 of Response Attachments Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 14 of 18 pages 74 Marketing Plan How will you market your products/services with Choice Partners? A template in word has been provided (Attachments tab) for your response. Please attach handouts, brochures and sample advertising in the Response Attachments Section of this RFP. 75 Quality Assistance/Quality Control (QA/QC) Program Please attach your company's response to the QA/QC questions in the Response Attachments Section of this RFP. A template in word has been provided (Attachments tab) for your response. Bid Lines 1 Percentage Discount If you have a discount across your ENTIRE CATALOG you propose for Choice Partners members, enter that here. Indicate any price adjustment (percentage off) you intend on providing during the contract period, the type of pricing and on what it is based (MSRP, Price List, Website Pricing, Catalog). Then upload the corresponding catalog, price sheet, or online location of price information (URL) in the Response Attachments Section. Discount proposed here must match the response in Attribute 22. Total:10% Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. 2 Respondents Offering AWARD JACKETS (Letter Jacket) per the minimum spec in section 7 (See RFP document in attachments tab). Assume a minimum order of 20 and enter the unit cost for 1 Award Jacket, do not add shipping. Make any necessary clarifications using "Add Notes". Quantity:1 UOM:EA No Bid Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor should ensure that all cost items (letters, material and size options, etc) are accounted for in vendors catalog / pricing. 3 Unit cost of a two-color screen-printed t-shirt, designs on front and back. Gildan Ultra Cotton T-Shirt (style G200), Hanes Beefy-T (style 5180), or Fruit of the Loom Heavy Cotton HD T- Shirt (style 3930). Other assumptions: customers choice of color, 2 color screen print on front and back, design provided by customer in digital format. Assume a minimum order of 50 and enter the unit cost of one finished shirt, do not add shipping. Make any necessary clarifications using "Add Notes". Quantity:1 UOM:EA Unit Price:$11.03 Total:$11.03 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 15 of 18 pages 4 Unit cost of a polo with customer's logo embroidered on chest. Nike Dri-FIT Polo (style 363807), or Adidas ClimaLite Polo (style A130). Other assumptions: customers choice of shirt color, single color logo (letters or image) embroidered, polyester or rayon thread, 2,000-4,000 stitch count. 1-1/2" X 4" maximum size, logo design provided by customer in digital format. Assume a minimum order of 20 and enter the unit cost of one finished polo, do not add shipping. Make any necessary clarifications using "Add Notes". Quantity:1 UOM:EA Unit Price:$37.79 Total:$37.79 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. 5 Unit cost of below Jacket with customer's logo embroidered on chest. or equal (specs are here: https://www.apparelvideos.com/cs/CatalogBrowser?todo=ss&productId=J317 ) Other assumptions: customers choice of jacket color, single color logo (letters or image) embroidered, polyester or rayon thread, 2,000-4,000 stitch count. 1-1/2" X 4" maximum size, logo design provided by customer in digital format. Assume a minimum order of 20 Jackets and enter unit cost of one finished jacket, do not add shipping. Must match above spec (at url) and name brand and item number in notes if pricing an "OR Equal". Make any clarifications necessary using "Add Notes". Quantity:1 UOM:EA Unit Price:$47.28 Total:$47.28 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. 6 Unit cost to furnish below Work Pant (no logo or embroidery). The Dickies Original 874 Work Pant https://www.dickies.com/icons/874-work-pants Other assumptions: customers choice of jacket color, single color logo (letters or image) embroidered, polyester or rayon thread, 2,000-4,000 stitch count. 1-1/2" X 4" maximum size, logo design provided by customer in digital format. Assume minimum order of 15 pants men's sizes mix of sizes between 32 and 38 Waist and enter unit cost of one work pant, do not add shipping. Must match above spec (at url) and name brand and item number in notes if pricing an "OR Equal". Make any clarifications necessary using "Add Notes". Quantity:1 UOM:EA No Bid Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 16 of 18 pages 7 Enter Vendor's "Set up" cost for an initial order involving screen printing. Set up costs may include the below, and may be reduced by the Vendor with substantial volume if appropriate to the order. Enter a not-to- exceed set up cost for an initial order at your minimum order quantity. Make any clarifications necessary using "Add Notes". Screen Setup: Creating the screens needed for each color in the design. This process involves coating screens with photosensitive emulsion, exposing them to UV light through the artwork, and washing out the unexposed areas to create the stencil for printing. Color Mixing: Preparing the ink colors required for the printing job. This may involve custom color matching to accurately reproduce the colors in the customer's artwork. Machine Setup: Preparing the screen printing equipment for the specific job, including setting up the printing press, aligning the screens, and adjusting ink flow and squeegee pressure. Test Prints: Printing a sample or test run of the design to ensure print quality and color accuracy before proceeding with the full production run. This allows for adjustments to be made if necessary. Cleanup and Maintenance: Cleaning screens, equipment, and work areas before and after the printing job to maintain quality and prevent contamination between colors or jobs. Labor Costs: The cost of skilled labor required to perform the setup tasks, including artwork preparation, screen coating, machine setup, and printing. UOM:EA Price:$36.00 Total:$36.00 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 17 of 18 pages 8 Set up cost for an initial order involving embroidering an apparel item. Set up costs may include the below, and may be reduced by the Vendor with substantial volume if appropriate to the order. Enter a not to exceed set up cost for an initial order at your minimum order quantity. Make any clarifications necessary using "Add Notes". Artwork Digitizing: Converting the customer's artwork or design into a digital format that can be read by the embroidery machine. This process involves recreating the design using specialized embroidery software, which generates instructions for the machine to follow. Setup and Hooping: Setting up the embroidery machine for the specific garment and design. This includes selecting the appropriate hoop size, positioning the garment on the hoop, and securing it in place for embroidery. Thread Selection: Choosing the thread colors required for the embroidery design. This may involve custom color matching to accurately reproduce the colors in the customer's artwork. Machine Setup: Preparing the embroidery machine for the specific job, including loading the selected thread colors, selecting the appropriate stitch settings, and adjusting the machine for optimal performance. Test Stitching: Embroidering a sample or test run of the design to ensure stitch quality and alignment before proceeding with the full production run. This allows for adjustments to be made if necessary. Cleanup and Maintenance: Cleaning the embroidery machine and work area before and after the embroidery job to maintain quality and prevent contamination between orders. Labor Costs: The cost of skilled labor required to perform the setup tasks, including digitizing the design, machine setup, and embroidery. UOM:EA Price:$31.50 Total:$31.50 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Supplier Notes:Initial set up is $35.00 for orders of less than 24 pieces for most apparel items or less than 72 headwear items. There would be no additional costs unless additional imprint locations or personalization is added. 9 Hourly rate for image / logo design services (if applicable). UOM:EA Price:$0.00 Total:$0.00 Item Notes: Note: Responses on these lines are not a substitute for the vendor's full catalog / pricing to be attached in the Response Attachments tab. These items are for apples-to-apples comparison between vendors for evaluation purposes and not indicative or representative of an order. Supplier Notes:Our logo design services are free of charge for customers when they are ordering items 10 If there are OTHER SERVICES for which the member will be charged an hourly rate, please enter your HOURLY SERVICE RATE. Use "Add Alternate" at right to specify rates for varying levels or categories of services and make any necessary clarifications using "Add Notes." UOM:EA No Bid Response Total: $163.60 Vendor: 4imprint, Inc. 24/043SG Addendum 1Page 18 of 18 pages n/a 9-22-25 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) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 9/16/25, 4:22 PM CITY COUNCIL AGENDA Create New From This M8�C DATE: 9/16/2025 REFERENCE **M&C 25- NO.: 0840 CODE: P TYPE: CONSENT M&C Review F��T��o�7�� -��- LOG NAME: PUBLIC HEARING: 13P COOP CP 24/043SG-01 PROMOTIONAL ITEMS ML CITY �L�] SUBJECT: (ALL) Authorize Execution of an Agreement with 4imprint, Inc. Using a Choice Partners Cooperative Contract to Purchase Award Jackets, Apparel, Uniforms, Screen Printing, and Embroidery for an Annual Amount Up to $150,000.00 for the Initial Term and Authorize Three One-Year Renewal Options for the Same Amount for City Departments RECOMMENDATION: It is recommended that the City Council authorize execution of an agreement with 4imprint, Inc using Choice Partners Cooperative Contract No. 24/043SG-01 to purchase award jackets, apparel, uniforms, screen printing, and embroidery for an annual amount up to $150,000.00 for the initial term and authorize three one-year renewal options for the same amount for City Departments. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize an agreement with 4imprint, Inc that will be used by City Departments to purchase promotional, marketing, and recruitment items for City of Fort Worth events on an as-needed basis. These items will include, but will not be limited to; the purchase of apparel, uniforms, screen printings, bags, drinkware, stationery items, awards, office supplies, items for wellness and safety, signage, and embroidery services. FUNDING: The maximum annual amount allowed under this agreement will be $150,000.00; however, the actual amount used will be based on the needs of each department and available budgets. Funding is budgeted in the various accounts within the participating departments operating budgets, as appropriated. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of the item. Choice Partners contracts are competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. The Request for Proposal for Choice Partners Cooperative Contract No. 24/043SG was published on April 19, 2024, and April 24, 2024, and responses were opened on May 21, 2024. Choice Partners contracts offer fixed discounts. Staff reviewed the pricing and determined it to be fair and reasonable. AGREEMENT TERM: The initial term of the agreement will begin upon execution and expire on July 28, 2026. RENEWAL OPTIONS: In accordance with the terms of Choice Partners Cooperative No. 24/043SG- 01, there are three (3) year options to renew. The spending authority for the renewal period, if exercised, will be in an amount up to $150,000.00. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. This project will serve ALL COUNCIL DISTRICTS. apps.cfwnet.org/council_packet/mc_review.asp?ID=33700&councildate=9/16/2025 1 /2 9/16/25, 4:22 PM FISCAL INFORMATION/CERTIFICATION: M&C Review The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the participating departments' Operating Funds to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. BQN\\ TO �und Department Account Project Program I Activity Budget Reference # Amount ID ID Year �_Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS 4imprintSAMS.pdf (CFW Internal) Form 1295 Certificate 101409481.pdf (CFW Internal) SOS.pdf (CFW Internal) Reginald Zeno (8517) Dana Burghdoff (8018) Reginald Zeno (8517) Midori Clark (7707) Brandy Hazel (8087) Martha Lopez (2059) apps.cfwnet.org/council_packet/mc_review.asp?ID=33700&councildate=9/16/2025 2/2