3-RFP OD-435-25 Workers Assistance Programs.pdf

PURCHASING COOPERATIVE OF AMERICA

RFP OD-435-25 Workers Assistance Programs

PH: (844) 722-6374

www.pcamerica.org

PCA is issuing this RFP on behalf of PCA Awarding Agency and current and future PCA Members

Request for Proposal - RFP # OD-435-25 for

Workers Assistance Programs

Submittal Deadline:

Tuesday, October 28, 2025 at 11 a.m. CT

All proposals are required to be submitted by the date and time above. The Euna electronic eProcurement software will lock down on this date/time and any additional Vendor uploads/activity will be refused.

Questions regarding this RFP must be submitted in Euna and will be answered electronically and posted in Euna. The deadline for all questions is five (5) days prior to the submittal deadline, as shown below.

PROPOSAL CALENDAR

(Subject to change. If there is a change, an addendum will be issued.)

1st Newspaper Notice – Thursday, September 25, 2025 Optional Pre-Proposal Meeting – Tuesday, September 30, 2025, 10-11 a.m. CT

- Online Training; Must RSVP to pcamerica@pcamerica.org Questions Deadline in Euna – Tuesday, October 21, 2025, 11 a.m. CT Submittal Deadline – Tuesday, October 28, 2025, 11 a.m. CT Anticipated Notification of Contract Award/Non-Award – January 2026

TABLE OF CONTENTS

SECTION PAGE NUMBER

SECTION 1. Solicitation Overview: Intent, Introduction, Evaluation and Award of Contract, and Glossary SECTION 2. About PCA …………………………………………… SECTION 3. Contract Terms and Conditions SECTION 4. Vendor Response Instructions and Forms

A. Offer Acceptance and Contract Signatures

A-1. Exceptions to Contract Terms and Conditions B. Solicitation Addendum (If any) C. Vendor Certifications Form D. Antitrust Certification Statement E. W-9 - Request for Taxpayer Identification Number and Certification F. Certification Regarding Debarment, Suspension and Other Responsibility Matters G. Miscellaneous Vendor Responses

G.1. Insurance Certificate G.2. Cybersecurity Maturity Model Certification (CMMC) G.3. Bond Letter G.4. Certifications, Awards and Business Licenses G.5 For Distributors/Resellers Only: Manufacturer’s Authorization

H. Vendor Questionnaire I. Vendor ‘Value Add’ Products and Services J. Company Logo

SECTION 5. Scope and Specifications ……………………………………………………………………………… 55 SECTION 6. Pricing …………………………………………………………………………………………………………. 63

SECTION 1. SOLICITATION OVERVIEW

City of O’Donnell (“Awarding Agency”), located at 615 8th Street, O’Donnell, Texas 79351, an agency of the State of Texas, is awarding this contract for use by all current and future Purchasing Cooperative of America (“PCA”) Members. Respondents are expected to be experienced and qualified in supplying these products and/or providing these services to PCA Members using the resulting contract, if any, that can be used either on a national, statewide, regional or local basis.

This is an IDIQ (Indefinite Delivery Indefinite Quantity) solicitation and not for a specific job or project. This is a competitive procurement process to qualify Vendors for future projects/sales to be determined directly between PCA Member and a Vendor awarded a PCA Contract (PCA Awarded Contractor).

A response to this Request for Proposal (“RFP”) is an Offer to Contract with Awarding Agency based upon the terms, conditions, scope of work, and specifications contained in this solicitation.

Solicitation and Vendor response do not become a contract unless and until a contract is awarded by the Awarding Agency’s approving Board, Council or other Authority.

INTENT

It is the intent of Awarding Agency/PCA to establish an annual contract on behalf of PCA Members, current and future, with one or more contracts being awarded. This Contract meets the statutes and purchasing criteria for Texas and certain other states with similar laws.

Supplemental agreements between PCA Member and Awarded Contractor may be entered into in order to accommodate additional federal, state or local laws and requirements.

INTRODUCTION

Awarding Agency/PCA is seeking to contract on a local, regional, statewide and/or national basis with one or more companies with the requisite experience and qualifications. Responses may be made for any or all products and services Vendor routinely offers to public sector entities.

Products and/or services considered for award shall equal or exceed a minimum quality level of industry standard(s) as defined within this solicitation and shall comply with all applicable federal, state and local technical, environmental, and performance standards and specifications.

Awards will be made to the successful proposer(s) for the total line of services submitted. Awards will be based on the criteria set forth within this document. PCA encourages all Vendors (national, regional, state, local, USMCA) to respond and provide products/service to public and non-profit/non-taxed entities that utilize cooperative purchasing in the areas that Vendor proposes to work in.

Benefits of a PCA Contract Award

✓ Multi-year contracts

✓ Comprehensive contracts

✓ Fair and open competition

Maximum Annual Aggregate of the Contract. In compliance with TEX. GOV’T. CODE § 2269.403(b), PCA is establishing the maximum annual aggregate contract price for each of the contracts awarded pursuant to this solicitation for the PCA cooperative program at $100 million in aggregate per PCA Member per year. The amount may be increased at each of the contract renewal periods or at the request of Vendor/Awarded Contractor or PCA Member based upon project requirements.

No Guarantee of Usage/Quantities. Awarding Agency/ PCA makes no guarantee or commitment of any kind concerning quantities that will actually be purchased under this solicitation and the resulting contract(s), if any. Awarding Agency /PCA makes no guarantee or commitment of any kind regarding usage of any contract(s) resulting from this RFP.

Addendums to Solicitation. Changes to this solicitation will be made by addendum. Addendum information will prevail over original solicitation or previous addendum(s). Addendum must be signed by Vendor’s authorized representative and be included in Vendor’s response. It is Vendor’s responsibility to check the website for addendums prior to finalizing their submission.

Purchasing Cooperative of America, acting on behalf of the PCA Awarding Agency, is the sole authority for the issuance of any addendum related to this solicitation.

EVALUATION AND AWARD OF CONTRACT

In accordance with applicable laws, rules, and regulations for public procurement, recommendation for award(s) will be made to the responsible Vendor whose proposal is determined, per review by the evaluation committee, to be the best value and most advantageous to PCA Members.

The following may result in a recommendation for non-award or rejection of the entire response:

✓ Failure to sign the Offer Acceptance and Contract Signatures Form shall disqualify Vendor’s submittal from being evaluated (Texas law). Vendor is responsible for making sure, when using electronic signatures, that the signature actually transfers to the document being uploaded into Euna.

✓ Failure to submit any documents/information requested.

✓ Less than two years’ company history and/or personnel experience in the business activity described in this solicitation. Vendor may submit personnel resumes to qualify.

Evaluation Factors and Point Values

Qualifications/Evaluation Considerations Maximum Value Products/Services: 20 points Do products/services meet the requirements/intent of the solicitation?

Description of products/services offered. Variety and availability of products and services offered. Ancillary costs related to Member’s use/purchase of products and services.

Qualification and Experience: 20 points Company profile. Years in business relevant to solicitation, including officers’ experience. Personnel qualifications and experience. Experience in public sector.

Understanding of cooperative purchasing.

Performance Capability: 20 points Ability to deliver products/services locally, statewide, regionally or nationally.

Freight and delivery policy. Customer service. Marketing plan. Contract implementation. Bonding. Location and number of personnel. Vendor Website.

Qualifications/Evaluation Considerations, continued Maximum Value References: 15 points Minimum 3 references. Vendor performance per reference checks.

Pricing: 25 points Discount offered. Delivery pricing. Construction-type coefficient. Pricing is required in a spreadsheet format or directions to online catalog with website and password.

SUBTOTAL – QUALIFICATIONS POINTS: 100 points

Additional Qualifying Points ‘Value Add’ Products/Services: 7 points Products/services offered. Description. Pricing.

Certifications: 3 points Supporting documentation provided for ISO and HUB-related certifications.

HUB subcontractors.

GRAND TOTAL – POSSIBLE POINTS: 110 points

Disadvantaged Business Enterprise Certification Awarding Agency/PCA encourages the use of including, but not limited to, HUB, MWBE, VOSB, and SBE companies both as prime and subcontractors. Subcontractors must meet the same minimum standards and requirements as the prime contractor. It will be the responsibility of the prime contractor to pre-qualify any subcontractors offered as HUB, MWBE, VOSB and SBE participants.

Some PCA Members have specific goals for HUB requirements and will require that a plan be presented by the prime contractor to meet their goals. Vendor shall indicate in their response to this solicitation whether or not they are a Historically Under-utilized Business (HUB), Minority and Women’s Business Enterprise (MWBE), Veteran Owned Small Business (VOSB), and Small

Business Enterprise (SBE) Participation, etc. and with whom they are certified; e.g., Local, State, or Federal. Failure to submit the certificate of the awarding entity will result in the Vendor not receiving credit for the HUB, MWBE, VOSB, and SBE status during evaluation.

PCA Compliant with 2 C.F.R. § 200.321 in the Support of Small and Disadvantaged Businesses In addition to full and open competition, non-Federal entities must take all necessary affirmative step to assure that “…Disadvantaged businesses, women’s business enterprises, and labor surplus area firms…” are used when possible. Awarding Agency/PCA is familiar with and knowledgeable about 2 C.F.R. § 200.321 and can demonstrate throughout this solicitation and in due diligence documentation that PCA has taken the following “6 affirmative steps” procuring and awarding contracts. (1) PCA places Small and Disadvantaged Businesses on the solicitation lists; (2) Small and Disadvantaged Businesses are solicitated as potential contract awards; (3) using the services of the SBA and MBDA as appropriate to identify Small and Disadvantaged Businesses as potential responders of PCA solicitations; (4) Direct Vendors and Members to create delivery schedules that encourage participation by Small and Disadvantaged Businesses;

(5) Where legal and practical and economically feasible, Vendors and Members may divide their total purchase and/or service requirements per 2 C.F.R. § 200.321. HUB companies earn an additional point during Evaluation Committee review of solicitation responses; and (6) requiring prime contractors using subcontractors to take the “6 affirmative steps.” See paragraph titled “Subcontractors, If applicable, in Contract Terms and Conditions

Because PCA is compliant with 2 C.F.R. § 200.321, PCA Members are also in compliance. The PCA Member may require verification of Vendor’s or their subcontractor’s HUB status. PCA allows Members to negotiate with the vendor they are dealing with to use HUB subcontractors in order to meet their HUB goals.

Clarification and/or Negotiation. During the review process, PCA may request clarification from Vendor for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities. Clarification does not give Vendor the opportunity to revise, change, or modify its proposal in any way except to the extent of correction of the error. Discussion between PCA and Vendor can only take place after the deadline to receive proposals. PCA reserves the right to conduct discussions with all, some, or none of the Vendors submitting proposals. PCA will not assist any Vendor in the revision or modification of its proposal nor will PCA assist any Vendor in bringing its proposal to the same level of other proposals received by PCA.

Preferences. PCA may apply applicable preferences for Texas resident Vendors in the event of a tie. Preferences must be explicitly claimed by Vendor and may not be applicable in procurements and/or contracts involving federal funds. TEX. GOV’T. CODE §2252.001-.004.

Texas provisions above are provided as a reference for Vendors and Members, as the Awarding

Authority is a Texas Agency.

Vendor responses to solicitations are reviewed and points are assigned by evaluators according to the evaluation criteria stated in the solicitation. PCA functions as a national purchasing cooperative in compliance with applicable Texas and other states’ laws and regulations concerning cooperative contracting. Vendors responding to solicitations provide services in various locations across the United States and its Territories and offer a variety of products and services in response to any given Solicitation. It is often not practical to compare product or services pricing. Further, where multiple contracts and individual contracts of an Indefinite

Delivery Indefinite Quantity (IDIQ) nature are being awarded and where federal funds may be used under a Contract, consideration of preferences is not required. Accordingly, the Texas provision concerning the evaluation of ‘state preference’ and the preference consideration requirements of any other state will not generally be considered as part of the evaluation process.

If an evaluation of the preferences is appropriate for any given solicitation, this will be recorded as part of the evaluation process.

Multiple Awards. Awarding Agency/PCA reserves the right to award multiple contracts if IT is deemed advantageous to PCA Membership. Contract awards will be made to the successful respondent(s) for the total line of services submitted based on the criteria set forth within this document. Because PCA is a national cooperative, it may be in PCA Members best interests to offer multiple contract awards. Awarding Agency/PCA reserves the right to award multiple contracts for the following reasons:

1) Geographic location of offices/services;

2) Different offerings, such as product lines;

3) 'Value Add' offerings;

4) Vendor qualifications/market presence;

5) Small businesses and large companies offering quality products/services; and

6) Other reasons Vendor provides value to PCA Membership.

GLOSSARY

In this solicitation and resulting Contract, if any, the following terms shall have meanings as follows:

Purchasing Cooperative of America (“PCA”) – a national cooperative purchasing program managing and administering innovative contracts administered by an Awarding Agency of the State of Texas.

Addendum/Addenda – changes/corrections to the solicitation after it has been published.

Administrative Fee (“Admin Fee”, “Fee”) – the fee paid by Vendors with awarded contracts to fund the cost of the PCA program. The Fee is included in the Vendor’s price as overhead and not issued as a separate line item in any quote or invoice issued to Members.

Awarding Agency – an agency of the State of Texas; PCA Awarding Agencies are Members of PCA and as such, are eligible to use PCA contracts.

Best Value – the method by which a contract is awarded, in accordance with applicable laws, rules, and regulations, and includes experience, references, quality of Vendor’s products/services, and price.

Bonding – required for construction-type projects (not installation).

Bundling of Contracts – Bundling of two or more PCA awarded contracts of the same Vendor as stated in the Proposal will be permitted for the benefit of both the Vendor and PCA Member agency.

Contract – the entire written agreement between Parties.

Contract, Amendment – a permanent change in a contract; i.e., a correction of an error, an addition to, deletion from, or correction or modification of an existing contract.

Contract, Supplemental – a separate, additional contract entered into between a Member and Vendor to further define the level of service and/or product requirements over and above the minimum defined in the solicitation/Contract; example SAAS, etc.

Contract, Term – period of time, whether an initial term or a renewal term.

Contractor (also Vendor, Company) – a seller/provider of goods/services; the entity/person responding to this solicitation; a PCA Awarded Contractor is the person/entity to whom a contract has been awarded.

EDGAR – U.S. Department of Education’s Education Department General Administrative

Regulations. PCA complies with EDGAR regulations in accordance with our role as a purchasing cooperative. PCA recommends that PCA Members conduct their own price/cost analysis as it is impracticable or impossible for PCA to perform them as required by law before the exact purchase amount has been determined.

HUB (“Historically Underutilized Businesses”) – local, state or federal designation to businesses deemed to be underutilized in the past, including but not limited to VOSB (Veteran Owned Small Business), MWBE (Minority- and Women-Owned Business Enterprise), and SBE (Small Business Enterprise), etc.

IDIQ “Indefinite Delivery Indefinite Quantity” Contracts – contracts that provide for an indefinite quantity of goods/services for a fixed term.

Member(s) PCA (“PCA Member(s)”, “Member(s)”) – eligible entities are public sector entities including educational entities, governmental agencies and non-taxed non-profit organizations throughout the United States and U.S. Territories, Canada and Mexico, pursuant to the TEX. GOV’T. CODE § 791, and TEX. LOCAL GOV’T. CODE, Chapter 271, Subchapter F, and similar statutes in other states.

“Party” – either Awarded Contractor or PCA Awarding Agency or PCA or PCA Member.

“Parties” – means both Awarded Contractor and PCA Awarding Agency or PCA or PCA Member.

Pass-Through Costs – costs that Vendor will subtract from the gross contract/purchase order amount before calculating the PCA Administrative Fee; items including specialty insurance, taxes, cost of bonds, and delivery costs.

Procurement – buying, purchasing, renting, leasing or otherwise acquiring materials and services; also includes all functions that pertain to the obtaining of products and services including description of requirements, selection and solicitation of sources, preparation and award of contract and all phases of contract administration.

Purchase Order (PO) – Member’s written order for Vendor to proceed with providing goods and/or services. Special terms and conditions agreed to by Vendor and Member may be added to the PO, including such items as requirements concerning certificates of insurance and small-or-disadvantaged business goals.

Scope of Work – overview of the work to be agreed upon between Vendor and Member.

Solicitation – various formats including request for proposals (RFP), request for qualifications (RFQ), or other format by which a Vendor is invited to participate in a procurement.

Specifications – a description of purchase or project requirements.

‘Value Add’ – other products/services provided by Vendor that are complementary to this solicitation that may be offered as they would be beneficial to Members.

Vendor – also Company, Contractor; a seller/provider of goods/services; the entity/person responding to this solicitation. A PCA Awarded Contractor is the person/entity to whom a contract has been awarded a PCA Contract.

SECTION 2. ABOUT PCA

PCA Membership and Interlocal Contracting Authority. PCA Membership is open to public sector entities including educational institutions such as public and private schools, independent school districts and charter schools, education service centers, and higher education colleges and universities; and local, state and federal governmental agencies such as municipalities, counties, political subdivisions, federal agencies, other governmental agencies, and non-taxed non-profit organizations throughout the United States and U.S. Territories that follow local governing authority allowing them to utilize contracts procured by PCA and administered by Awarding Agency, pursuant numerous states’ joint powers statutes such as, but not limited to:

• TEX. GOV’T. CODE, Title 7, Intergovernmental Relations, Chapter 791, Subchapter C;

• State of Arizona Statutes, Title II, Chapter 7, Intergovernmental Operations, Article 3, Joint Exercise of Powers;

• State of New Mexico Statutes, Chapter 11, Intergovernmental Agreements and Authorities, Article 1, Joint Powers Authority;

• State of Louisiana Title 39, Subtitle 111, Chapter 17, Part VII and Title 38 Public Contracts;

• State of Arkansas, Title 19, Chapter 11, Sub-chapter 2 – Arkansas Procurement Law;

• State of Oklahoma, Title 74 State Government, Chapter 31 Interlocal Cooperative Act; and

• Other states’ joint powers codes may be found listed on the PCA website:

www.pcamerica.org.

A local government that purchases products and services under the Interlocal Cooperation Act satisfies the requirement of the local government to seek competitive quotes for the purchase of products and services. By using PCA, eligible entities can provide the legally required competition for contracts of commonly purchased products and services, thereby saving the individual entity the time and cost of performing the procurement process. This PCA Contract will allow agencies to purchase on an “as needed” basis from a competitively awarded contract.

Vendors are encouraged to sign up their current customers with PCA to continue a positive working relationship. Members benefit by having a multi-year contract and by saving the time and expense of developing solicitations and evaluating responses from numerous Vendors.

In states other than Texas, eligible public sector entities using the PCA contract automatically become PCA Members.

Responsibility to Know and Follow Federal, State and Local Laws. It is both the Vendor’s and the Member’s responsibility to be sure all state purchasing laws and requirements are being followed in the jurisdiction where they are operating.

All local governments, cities, municipalities, counties, K-12 schools, higher education, state and federal agencies may use this contract when awarded. Each PCA Member is subject to its own and jurisdictional requirements. The use of this contract by a Member, along with their signed purchase order or other extension of the contract, constitutes acceptance of the contract and completes the interlocal agreement

(if required by the entity) between the Awarding Agency and PCA Member.

All Vendors shall also be familiar with Arizona Statutes and shall adhere to these requirements under this contract when working in Arizona, and adhere to other states’ statutes, as appropriate.

PCA Members are responsible for ensuring that they are NOT engaged and doing business with any contractor doing business with those individuals, entities or countries sanctioned by the U.S. Government.

Effective February 1, 2017, each new PCA contract for goods or services includes a clause that requires the contractor to certify that the contractor does not have scrutinized business operations with any countries sanctioned by the U.S. Government. Also, if Vendor subsequently does business in/with a country that is sanctioned by the U.S. Government, Vendor will immediately notify the PCA Member.

If successful in being awarded a contract, Vendor shall be responsible for obtaining all necessary permits, fees, and licenses as may be required by local authorities having jurisdiction. Vendor is responsible for verifying compliance with local authorities having jurisdiction prior to commencing work. All documents prepared, along with manufacturer’s data sheets and spec sheets, shall be submitted for review and approval by authorities having jurisdiction.

Specific applicable sections of federal and state statutes, procedures, or regulations, as well as local requirements, may be added as a Supplemental Contract or on the Purchase Order being issued under this contract as deemed necessary and jointly agreed to by PCA Member and Awarded Contractor.

USMCA and PCA Contracts. Known in the United States as the United States–Mexico–Canada Agreement (USMCA); in Canada, it is officially known as the Canada–United States–Mexico Agreement (CUSMA) in English and the Accord Canada–États-Unis–Mexique (ACEUM) in French; and in Mexico, it is called the Tratado entre México, Estados Unidos y Canadá (T-MEC).

Future trade agreements replacing, modifying, or superseding USMCA may also be used when ratified, as allowed by the signatories.

USMCA allows the United States, Mexico and Canada to contract to buy and sell goods and services. The uniqueness of any contract or how it may be procured is not specified under the provisions of the treaty. It is therefore left to the laws of each of the signatories. Contracts can be accessed through PCA if the U.S., Mexican or Canadian entity involved has the statutory authority and requests its use.

Several Canadian provinces have written into their Joint Powers Statutes the ability for their agencies to exercise mutual joint powers and cooperative agreements. Similarly, the Government of Mexico, its departments and agencies, may be able to sign an intergovernmental contract with PCA for the use of PCA contracts. An intergovernmental contract is not required by PCA or State of Texas.

U.S., Canadian and Mexican entities will know their own contracting requirements and laws governing the use of PCA contracts and the purchasing and the expenditure of funds by their individual agencies.

Financing of PCA. There is no fee to eligible public sector entities join PCA as a Member and use PCA contracts. The cost of the PCA program is funded through an Administrative Fee paid by Awarded Contractors (Vendors) based on a percentage of Vendor gross sales, less expenses as described in the contract (Pass-Through Costs), or similar calculation, that varies per contract.

‘Value Add’ Products/Services. PCA solicitations stress the importance of including ’Value Add’ items to Vendor’s response to emphasize the concept of “best value” other than “low price”.

‘Value Add’ products and services offered must include pricing to be considered for award. See

FORM I.

Purchasing Process Using PCA Contracts. Contracts are awarded by PCA’s Awarding Agencies’ governing body following open competition, in compliance with, at a minimum, all applicable Texas procurement rules and regulations. PCA contracts are IDIQ contracts (indefinite delivery indefinite quantity); therefore, Vendor and Member negotiate and agree to the specific scope and specifications of goods and services from Vendor.

PCA Member works directly with Vendor (PCA Awarded Contractor). Member sends their purchase order, with the PCA contract number and title referenced, directly to Vendor. Vendor should not provide goods or perform services without first receiving a properly executed purchase order or other purchase document. Vendor delivers products/services to Member and then invoices the Member. Within the parameters of the approved contract Pricing, Member will pay Vendor timely, in accordance with agreed upon terms/local policy/state statute.

Copies of purchase orders/other approved work orders or purchase documents are part of due diligence and allow the Member entity to pass audits. It is in the interest of Parties to have all purchasing documents properly issued; including having the contract number noted on the documents, with proper signatures, approvals and dates.

PCA is not responsible for lost sales or revenue because a PCA Member failed to properly allocate funds for a purchase under state and/or federal Laws.

SECTION 3. CONTRACT TERMS AND CONDITIONS

This Contract is entered into between PCA Awarding Agency and Awarded Contractor, having submitted a response to RFP OD-435-25 Workers Assistance Programs issued by Purchasing Cooperative of America (“PCA”, “Cooperative”) and whose offer has been accepted and a contract has been entered into by PCA Awarding Agency on behalf of current and future PCA Members. TEX. LOCAL GOV’T. CODE, Section 271;

and TEX. GOV’T. CODE, TITLE 7. INTERGOVERNMENTAL RELATIONS, Chapter 791.

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, the PCA Awarding Agency and Awarded Contractor, intend to be legally bound and subject to the terms, conditions, and provisions of this Contract, and agree as follows:

1. Entire Agreement. The term “Contract” as used in this document represents the entire agreement between the Parties, and includes the comprehensive collection of the Solicitation; Contract Terms and Conditions; completed and signed forms; Awarded Contractor’s solicitation response;

addendums to the solicitation, if any; attachments and exhibits, if any; negotiated items in writing that become amendments to the contract; additional agreements (also called “Supplemental Contract” or Master Agreement ) in writing between PCA Member and Awarded Contractor; and additional terms, conditions, or instructions contained in each individual purchase order issued by PCA Member.

This Contract supersedes all 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 solicitation or Awarded Contractor’s response to the solicitation, this Contract shall control.

A Supplemental Contract between Awarded Contractor and PCA Member may be established to further detail the terms and conditions and scope and specifications of the PCA Member’s specific project. Each Supplemental Contract with each PCA Member will address the performance requirements for the Supplemental Contract including, without limitation, the provision of materials, whether directly or through sub-contractors. In the event of a conflict between this Contract and the Supplemental Contract, the Supplemental Contract shall prevail unless the Supplemental Contract states otherwise.

The Supplemental Contract may be added to the PCA Member’s purchase order.

In the event of a conflict between this Contract and the Supplemental Contract as it relates to matters solely with either PCA or the PCA Awarding Agency, this Contract shall prevail.

2. Exceptions to Contract Terms and Conditions and Confidential Information. Any and all limitations, exceptions, qualifications, special conditions, or deviations from the Contract Terms and Conditions or any of the item specifications must be clearly noted in writing by Vendor at the time of submission of the solicitation response. In the absence of such limitations, exceptions, qualifications, special conditions, or deviations being submitted, Awarded Contractor will be held accountable to PCA and PCA Members to perform in strict accordance with all Contract Terms and Conditions and all item specifications as written. Where exceptions are contrary to any state or federal law, the law shall prevail.

Vendor should NOT include any information in Vendor’s response that they consider proprietary or confidential. PCA Awarding Agency is an agency of the State of Texas and subject to the Texas Public Information Act. Texas Government Code, Chapter 552, gives the public the right to access government records. All government information is presumed to be available to the public.

PCA Awarding Agency and PCA cannot be held responsible for releasing any information in Vendor’s response that Vendor may consider proprietary or confidential. PCA Awarding Agency and PCA assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Vendors.

3. Paragraph Titles. Paragraph titles in the Contract Terms and Conditions are for convenience and reference only, and in no way define, describe, extend, or limit the scope or intent of the provisions of any paragraph of this document. Unless otherwise stated, any listing of factors or criteria in this document does not constitute an order of preference or importance.

4. Use of Contract by PCA Members; Addition of New Members. Awarded Contractor agrees and understands that this solicitation and Contract may be used to accomplish work for both current and future PCA Members. TEX. GOV’T. CODE § 2269.407. It is a benefit to the Awarded Contractor to bring their customers wishing to utilize their products and services into the PCA Cooperative.

5. Non-Exclusivity. Nothing in this Contract may be construed to imply that Awarded Contractor has the exclusive right to provide products and/or services to PCA Members. During the Term of this Contract, PCA 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 Awarded Contractor.

6. No Agency or Endorsements. It is the intention of Parties that Awarded Contractor is an independent contractor. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venture or partner, between the PCA Awarding Agency and Awarded Contractor; any PCA Member and Awarded Contractor;

or PCA and any of Awarded Contractor’s agents, or any PCA Member and any of Awarded Contractor’s agents.

Awarded Contractor has no power or authority to assume or create any obligation or responsibility on behalf of PCA Awarding Agency or PCA or any PCA Member; and PCA Awarding Agency and PCA and PCA Members have no power or authority to assume or create any obligation or responsibility on behalf of Awarded Contractor.

This Contract shall not be construed or deemed an endorsement of a specific company or product.

Awarded Contractor agrees that PCA Awarding Agency and PCA, its administration, employees, agents, governing board, and contractors, and PCA Members, its administration, employees, agents and governing board, have no responsibility for the conduct of any of Awarded Contractor’s employees, agents, representatives, contractors, or subcontractors.

7. Amendments to This Contract. No amendment of this Contract between PCA Awarding Agency and Awarded Contractor shall be permitted or shall have any effect unless and until a written amendment to this Contract is approved and executed by PCA and Awarded Contractor.

The terms and conditions of this Contract and subsequent written contract amendments shall govern all procurements conducted hereunder. No pre-published terms on Awarded Contractor’s estimate or quote, acknowledgments, invoices, or other forms shall have any force or effect unless expressly agreed to by the PCA Member and Awarded Contractor.

8. Term of Contract; Renewal of Contract. Term of the Contract is for a period of five (5) years. For commodity and most service contracts, the initial Term of this Contract is for a period of one (1) year, with PCA having the option to renew the Contract for four (4) additional one-year terms, at PCA’s sole discretion. For construction-type contracts, i.e., job order contract (JOC) or trades, the initial Term of this Contract is for a period of two (2) years, with PCA having the option to renew the Contract for three (3) additional one-year terms, at PCA’s sole discretion. TEX. GOV’T. CODE § 2269.409

All of the annual renewals take place automatically unless Awarded Contractor is notified otherwise 30 days prior to the date of renewal. The phrase “Term” in this Contract shall mean the then-current Term of the Contract, whether an initial term or a renewal term.

PCA Awarding Agency and PCA reserve the right to make a contract award for a longer initial term period if it is determined to be in the best interest of the Awarded Agency/PCA and/or PCA Membership. Upon mutual written agreement of both Parties, this contract may be extended beyond the contract expiration date if allowed by state and/or local jurisdiction.

9. Awarded Contractor Assignment of Contract to Others. Awarded Contractor may not assign this

Contract or any of its rights, duties or obligations hereunder without the prior written approval of PCA. Otherwise, any attempted assignment of this Contract by Awarded Contractor shall be null and void. Any Purchase/Job 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 Awarded Contractor without the prior written approval of PCA and, if applicable, the PCA Member.

10. Compliance with Laws. Awarded Contractor and their subcontractors shall be responsible for compliance, as is applicable, with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including:

• Federal Agencies may incorporate by reference FAR and DFARs sections that are appropriate to their projects.

• TEXAS WATER CODE, TITLE 1. GENERAL PROVISIONS. CHAPTER 67. NONPROFIT

WATER SUPPLY OR SEWER SERVICE CORPORATIONS SUBCHAPTER A. GENERAL

PROVISIONS. Sec. 67.010. POWER TO CONTRACT WITH OTHER ENTITIES. (a) A corporation may enter into a contract with any political subdivision, federal agency, or other entity for the acquisition, construction, or maintenance of a project or improvement for an authorized purpose.

• TEX. EDUC. CODE § 44.031(a)(4) “…all school district contracts for the purchase of goods and services, except contracts for the purchase of produce or vehicle fuel, valued at $150,000 or more in the aggregate for each 12-month period shall be made by the method…that provides the best value for the district [including] an interlocal contract…”

• TEX. EDUC. CODE § 51.9335(a)(4) “…each institution of higher education, as that term is defined by Tex. Educ. Code § 61.003, including each public junior college to the extent possible, “may acquire goods or services by the method that provides the best value to the institution, including…a group purchasing program.”

• TEX. EDUC. CODE § 73.115(a)(4) “…University of Texas at El Paso “may acquire goods or services by the method that provides the best value to the institution, including… a group purchasing program.”

• TEX. EDUC. CODE § 74.008(a)(4) “…University of Texas Medical Branch at Galveston “may acquire goods or services by the method that provides the best value to the medical branch, including…a group purchasing program.” Other Texas Universities are also covered under Texas Codes with the same text.

• TEX. LOCAL GOV’T. CODE Chapter § 271.01, Purchasing and Contracting Authority of Municipalities, Counties, and Certain Other Local Governments.

• TEX. LOCAL GOV’T. CODE Chapter § 262, Purchasing and Contracting Authority of Counties.

• 24 C.F.R. 85.36(b)(5) Administrative Requirements for Grants and Cooperative Agreements to State, Local, and Federally Recognized Indian Tribal Governments.

“To foster greater economy and efficiency, grantees and sub-grantees [of federal funds/grants] are encouraged to enter into state and local intergovernmental agreements for procurement or use of common goods and services.”

• All contracts made by the non-federal entity under a federal award must contain the appropriate provisions of 2 CFR, Part 200-Appendix ii. 2 C.F.R.

§ 200.319 – Full and Open Competition. Cooperative purchasing programs must include a clear and accurate description of the scope of work or goods required by the responsive Vendor. Cooperative purchasing programs placing overly restrictive requirements on solicitation risk noncompliance with the full and open competition requirements.

• 2 C.F.R. § 200.320 – Geographic Preferences. Any geographic preferences that a cooperative purchasing program uses when evaluating Vendor proposals and any pre-negotiated agreements that favor or give preference to local suppliers violate 2 C.F.R.

§ 200.319(b) and restrict of competition.

• 2 C.F.R. § 200.320 – Procurement Method. Cooperative purchasing programs must comply with allowable procurement methods. Some of these methods of procurement require public advertisement or publication of solicitations, solicit bids from an adequate number of known suppliers, and award contracts to the responsible, responsive firm with the lowest price or to the responsive firm whose proposal is most advantageous to the program with price and other factors considered.

• 2 C.F.R. § 200.321. Socio-economic Contracting. Federal entity purchasers must ensure cooperative purchasing programs take the applicable affirmative steps to encourage participation of small businesses, minority businesses, and women owned enterprises. Failure to take certain affirmative steps violates 2 C.F.R. § 200.321.

• 2 C.F.R. § 200.323. Cost or Price Analysis. Federal purchases must always conduct an independent cost or price analysis when using cooperative purchasing agreements.

• 2 C.F.R. § 200.326. Contract Provisions. Cooperative purchasing programs at times do not include the federally required contract provisions in their agreements with Vendors. All state and federal purchase contracts must contain the applicable contract clauses described in Appendix II to the Uniform Rules (Contract Provisions for non-Federal Entity Contracts Under Federal Awards).

Each individual contract must be independently reviewed for compliance.

• All contracts made by the non-federal entity under a federal award must contain the appropriate provisions of 2 CFR, Part 200-Appendix ii.

• Workers Compensation laws

• Minimum/maximum salary and wage statutes and regulations; prompt payments

• Licensing laws and regulations

• Davis-Bacon Act (40 U.S.C. § 276a/29 CFR Part 5)

• Copeland “Anti-Kickback” Act (18 U.S.C. § 874/29 CFR Part 5)

• Equal Employment Opportunity (in compliance Executive Order 11246, amended by E.O. 11375 and supplemented by DOL Reg. 41 CFR Part 60)

• Contract Work Hours and Safety Standards Act (40 U.S.C. § 327-330/29 CFR Part 5)

• McNamara-O’Hara Service Contract Act (41 U.S.C. 351)

• Section 306 of the Clean Air Act (42 U.S.C. § 1857.h.)

• Section 508 of the Clean Water Act (33 U.S.C. § 1368)

• Executive Order 11738, EPA regulations (40 CFR Part 15)

• Administrative Requirements for Grants and Cooperative Contracts to state-, local-and federally-recognized Indian tribal governments (24 CFR Part 85)

• Mandatory standards and policies contained in applicable state energy conservation plans issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871)

• FEMA Requirements, If Applicable

• A non-federal entity receiving federal funds, such as a Public Assistance award to restore a damaged building, must comply with the conditions attached to the grant. A non-federal entity must comply with the procurement requirements imposed by Federal law, executive orders, and federal standards and regulations, as these exceed the authority over non-federal requirements, such as local or state procurement standards, to the extent they conflict with Federal requirements. A non-federal entity must not make any award or permit any award at any tier to parties listed on the governmentwide exclusions in the System for Award Management (SAM), which can be found at www.sam.gov. In response to this requirement, PCA requests that Form F in Section 4 be signed and dated.

For Arizona Purchase Orders under this contract:

• AZ 34-607 as revised, will apply, and all applicable requirements and regulations, including those related to reporting, patent rights, copyrights, data rights and those mandated by federal agencies making awards of federal funds to Members

• Arizona “Cancellation or Conflict of Interest” A.R.S. 38-511

• Records Retention: School Code R7-2-1083 by A.R.S. 35-214 and 35-215

• A.R.S. 41-4401 and 23-214(A) “Federal Immigration and Nationality Act” (FINA)

• A.R.S. 15-512(H) provides for fingerprinting for contractors and subcontractors, and Awarded Contractors to be fingerprinted where frequent or regular services are performed on school grounds.

Awarded Contractor is responsible to:

• Maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Contract. All permits will be acquired by Awarded Contractor and invoiced to the PCA Member, at cost, as part of the Purchase Order, unless otherwise provided by the PCA Member.

• Comply with all state and local building code requirements unless other-wise specifically provided in the Member’s Purchase Order or Job Order, and Awarded Contractor must pay all fees and charges for connections to outside services and for use of property outside the project site, as agreed to with the PCA Member.

• Be acquainted with and comply with the regulations and laws of each state and jurisdiction (where they operate) that govern payment retention and progress payments for public projects.

11. Additional DFARs Federal Security Requirements for PCA Members and Awarded Contractors.

Some federal agencies require certifications from contracted primary and sub-tier Awarded Contractors that conform to the Cybersecurity Maturity Model Certification (CMMC) and other requirements, as mandated by the U.S. Department of Defense under FAR Clause 52.204-21, NIST Special Publication 800-171 per the Defense Federal Acquisition Regulation Supplement (DFARs) 252.204-7012 (3, 4, and 5).

PCA contracts allow federal agencies the ability to have a supplemental contract that meets their additional requirements; and these additional requirements would take precedent with total project/contract control with that agency. Sub-tier companies working on those projects have to be certified. Universities working under the above contract certifications will be required to have the appropriate certification level(s); this includes the university’s sub-tier contractors.

12. Force Majeure. Force Majeure shall include, but is not limited to acts of God (except natural phenomena such as rain, wind or flood, which are normally expected in the locale in which performance is to take place); acts of man such as work stoppages due to labor disputes or strikes;

fires; explosions; epidemics; riots; war; rebellion; or sabotage. Also, services may be impacted unexpectedly by governmental restraints or decrees, provided they affect all companies in the Awarded Contractor’s industry equally and are not actions taken solely against the Awarded Contractor.

Parties will be required to use due caution and preventive measures to protect against the effects of Force Majeure, and the burden of proving that Force Majeure has occurred shall rest on the Party seeking relief under this paragraph. The Party seeking relief due to Force Majeure will be required to promptly notify the other Party in writing, citing the details of the Force Majeure event, and will be required to use due diligence to overcome obstacles to performance created by the Force Majeure event, and shall resume performance immediately after the obstacles have been removed, provided the contract has not been terminated in the interim.

Delay or failure of performance, by either Party to this contract, caused solely by a Force Majeure event shall be excused for the period of delay caused solely by the Force Majeure event, provided the affected Party has promptly notified the other Party in writing. Neither Party shall have any claim for damages against the other resulting from delays caused solely by Force Majeure.

Neither PCA nor PCA Members will be responsible for any costs incurred by an Awarded Contractor because of the Force Majeure event unless the PCA Member has requested, in writing, that the Awarded Contractor incur such costs in connection with any delay or work stoppage caused by the Force Majeure event.

Notwithstanding any other provision of this paragraph, in the event the Awarded Contractor’s performance of its obligations under this contract is delayed or stopped by a Force Majeure event, PCA Member shall have the option to terminate this Contract. Furthermore, this paragraph shall not be interpreted as to limit or otherwise modify any of the PCA Member’s rights as provided elsewhere in this contract.

13. 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 PCA Awarding Agency must be brought exclusively in the state and federal courts located in County of Harris County, Texas, and the parties hereby submit to the exclusive jurisdiction of said courts. Any dispute not involving PCA Awarding Agency but involving a PCA Member and Awarded Contractor shall be governed by the laws of the state of the PCA 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 Member.

In any contract dispute arising between PCA Members and Awarded Contractors every effort should be made by the parties to negotiate in good faith before legal action is taken. The parties may elect to use an impartial Ombudsman or Arbitrator to work with both parties to negotiate an amical settlement.

14. Indemnification. AWARDED CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS PCA

AWARDING AGENCY, PCA, AND EACH PCA MEMBER, INCLUDING MEMBERS’ DIRECTORS,

OFFICERS, ADMINISTRATORS, EMPLOYEES, AND AGENTS, FROM ALL CLAIMS, LIABILITIES, COSTS, SUITS OF LAW OR IN EQUITY, REASONABLE EXPENSES, REASONABLE ATTORNEYS’ FEES, FINES, PENALTIES OR DAMAGES ARISING FROM ACTS OR OMISSIONS OF AWARDED CONTRACTOR, AWARDED CONTRACTOR’S EMPLOYEES, AGENTS, OR SUBCONTRACTORS, IN CONNECTION WITH

THIS CONTRACT FOR WHICH THE PCA AWARDING AGENCY OR PCA HAS NOT CONTRIBUTED TO

THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM CLAIMED

INFRINGEMENT OF ANY PATENTS, TRADEMARKS, COPYRIGHT OR OTHER CORRESPONDING

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