ESBD_File_347685_[E] Sample_Contract_24-202.pdf

PSA Contract No. 24-202

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SAMPLE CONTRACT

This is a sample of the contract that will be sent to you for execution if you are recommended for a contract award.

It should NOT be completed and returned with your Response.

A CONTRACT BETWEEN PURCHASING SOLUTIONS ALLIANCE, Bryan, Texas AND

This Contract is made and entered into by PURCHASING SOLUTIONS ALLIANCE, a program of the

Brazos Valley Council of Governments (BVCOG) and hereinafter referred to as PSA, having its principal place of business at 3991 East 29th St., Bryan, Texas 77802, AND _____________________________, hereinafter referred to as the CONTRACTOR, having its principal place of business at

ARTICLE 1: SCOPE OF SERVICES

The parties have entered into this Contract to become effective as of _________________ and to continue through _________________ (the “Contract”), subject to three (3) one-year extensions upon mutual agreement of the CONTRACTOR and PSA. PSA enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER, for purchase of custodial supplies and equipment offered by the CONTRACTOR. The CONTRACTOR agrees sale custodial supplies and equipment through the PSA Contract to END USERS.

ARTICLE 2: THE COMPLETE AGREEMENT

The Contract shall consist of the documents identified below in order of precedence: 1) The text of this

Contract form, 2) Exhibit A: Pricing, 3) Exhibit B: Contractor’s Response to RFP No 24-202, as finally negotiated, 3) Exhibit C: RFP No. 24-202, including any relevant addenda, 4) Exhibit D: Certifications for 2 CFR Part 200, and 5) Exhibit E: Contractual Requirements of the State of Texas. All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract and shall constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Contract cannot be modified without the written consent of both parties.

ARTICLE 3: LEGAL AUTHORITY

CONTRACTOR and PSA warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract. The governing bodies, where applicable, have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto.

ARTICLE 4: APPLICABLE LAWS

The parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, issuances, ordinances, and laws in effect or promulgated during the term of this

Contract.

ARTICLE 5: INDEPENDENT CONTRACTOR

The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of PSA or CONTRACTOR. No provision of this Contract or act of PSA in performance of this Contract shall be construed as making CONTRACTOR the agent, servant or employee of PSA, the State of Texas or the United States Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising there from.

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ARTICLE 6: SUBCONTRACTS & ASSIGNMENTS

CONTRACTOR agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this

Contract or any right, title, obligation or interest it may have therein to any third party without prior written notice to PSA. PSA reserves the right to accept or reject any such change. CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or assignment. PSA shall be liable solely to CONTRACTOR and not to any of its Subcontractors or

Assignees.

ARTICLE 7: CHANGE OF CONTRACTOR STATUS

CONTRACTOR shall immediately notify PSA, in writing, of ANY change in ownership, control, dealership/franchisee status, or name, and shall also advise whether or not this Contract shall be affected in any way by such change. PSA shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Contract.

ARTICLE 8: SEVERABILITY

All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination shall not affect any other term of this Contract, which shall continue in full force and effect.

ARTICLE 9: DISPUTES

Any and all disputes concerning questions of fact or of law arising under this Contract, which are not disposed of by agreement, shall be decided by the Executive Director of the Brazos Valley Council of

Governments (BVCOG) or his designee, who shall reduce his decision to writing and provide notice thereof to CONTRACTOR. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, CONTRACTOR requests a rehearing from the Executive Director of BVCOG. In connection with any rehearing under this

Article, CONTRACTOR shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive.

CONTRACTOR may, if it elects to do so, appeal the final and conclusive decision of the Executive

Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with

BVCOG’s final decision.

ARTICLE 10: LIMITATION OF CONTRACTOR’S LIABILITY

Except as specified in any separate writing between the CONTRACTOR and an END USER, CONTRACTOR’s total liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify PSA described in Article 12, is limited to the price of the particular products/services sold hereunder, and CONTRACTOR agrees either to refund the purchase price or to repair or replace product(s) that are not warranted. In no event will CONTRACTOR be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by PSA, its independent auditors, or any agency of

State or Federal government to have been paid in violation of the terms of this Contract.

ARTICLE 11: LIMIT OF PSA’S LIABILITY AND INDEMNIFICATION OF PSA

PSA’s liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its administrative fee. In no event will PSA be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless BVCOG, PSA, its board members, officers, agents, Promotional Products Page 3 of 4 officials, employees, [and indemnities] from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a result of CONTRACTOR’s negligent act or omission under this Contract. CONTRACTOR shall notify PSA of the threat of lawsuit or of any actual suit filed against CONTRACTOR relating to this Contract.

ARTICLE 12: TERMINATION FOR CAUSE

PSA may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or conditions of the Contract; provided that PSA shall give CONTRACTOR written notice specifying CONTRACTOR’S failure. If within thirty (30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to complete such correction, then PSA may, at its option, place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to PSA any administrative fees due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR.

ARTICLE 13: TERMINATION FOR CONVENIENCE

PSA may cancel or terminate this Contract at any time by giving thirty (30) days written notice to the other. CONTRACTOR may be entitled to payment from END USER for services actually performed; to the extent said services are satisfactory to END USER. CONTRACTOR shall pay to PSA any administrative fees due from CONTRACTOR on that portion of the Contract actually performed by

CONTRACTOR.

ARTICLE 14: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS

CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set forth by PSA, the State of Texas, Federal regulations and the acts and regulations of any funding entity. CONTRACTOR agrees to notify PSA of any suspected fraud, abuse or other criminal activity related to this Contract through filing of a written report promptly after it becomes aware of such activity.

ARTICLE 15: GOVERNING LAW & VENUE

PSA and the CONTRACTOR agree that the contract awarded from this Request for Proposal shall be governed by the laws of the State of Texas. The parties agree that performance and all matters related thereto shall be in a state court of competent jurisdiction in Brazos County, Texas and further that neither party will seek to remove such litigation to the federal court system by application of conflict of laws or any other removal process to any Federal Court or court not in Texas. Disputes between END USER and

CONTRACTOR are to be resolved in accordance with the law and venue rules of the state of purchase.

CONTRACTOR shall immediately notify PSA of such disputes.

ARTICLE 16: PAYMENT OF PSA FEE

CONTRACTOR agrees to sell its products to END USERS based on the pricing and other terms of this

Contract, including, but not limited to, the payment of the applicable three percent (3%) PSA

Administrative Fee. The Administrative Fee on all Contractor sales made pursuant to the PSA contract is to be calculated by multiplying the total PSA Purchase Price for all equipment, accessories, software solutions and implemented services by 3%. Contractor will remit the total Administrative Fee due with the monthly report as required and stipulated in Exhibit C: RFP No. 24-202. Any PSA fee collected by

CONTRACTOR from END USERS, including END USERS without Interlocal Contracts, shall be paid to PSA by CONTRACTOR. CONTRACTOR agrees to encourage END USERS to execute authorizing

Interlocal Contracts with PSA. PSA reserves the right to take appropriate actions including, but not limited to, contract termination if CONTRACTOR fails to promptly remit PSA’s fee. In no event shall

PSA have any liability to CONTRACTOR for any goods or services an END USER procures from

CONTRACTOR.

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ARTICLE 17: REPORTING REQUIREMENTS

CONTRACTOR agrees to submit reports or other documentation in accordance with the RFP requirements. If CONTRACTOR fails to submit to PSA in a timely and satisfactory manner any such report or documentation, or otherwise fails to satisfactorily render performance hereunder, such failure may be considered cause for termination of this Contract.

ARTICLE 18: VOLUME PRICING

The CONTRACTOR reserves the right to provide and negotiate volume discounts that are less than the prices shown in Exhibit A: Pricing to END USERS. In no case shall prices exceed those listed in

Exhibit A.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their duly authorized representatives.

Signed for the Purchasing Solutions Alliance, Bryan, Texas:

Michael Parks, AICP Date

Executive Director

Brazos Valley Council of Governments

Signed for the __________________________:

Name Date

Title

Business

Exhibit A

Pricing

Exhibit B

Offeror’s Response

Exhibit C

RFP 24-202

PSA Contract 24-202 Promotional Products Page 1 of 9 Exhibit D -- Certifications for 2 CFR Part 200

Exhibit D

Certifications for 2 CFR Part 200 This Exhibit D is an integral part of Contract 24-202 “Promotional Products,” made and entered into by

Purchasing Solutions Alliance (“PSA”) and ______________________ (“Contractor”).

By signing below, Contractor makes the following certifications under penalty of perjury and possible contract termination if any of these certifications are found to be false.

2 CFR 200.321: Contracting with Small and Minority Businesses, Women's Business

Enterprises, and Labor Surplus Area Firms.

CFR Text: (a) The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible.

(b) Affirmative steps must include:

(1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

(2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

(4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises;

(5) Using the services and assistance, as appropriate, of such organizations as the Small

Business Administration and the Minority Business Development Agency of the

Department of Commerce; and

(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (b)(1) through (5) of this section.

Contractor Certification: If Contractor subcontracts any portion of the delivery or providing of property and services to PSA, Contractor must make good-faith, reasonable efforts to take the affirmative steps provided in 2 CFR Part 200.321(b)(1) – (5).

2 CFR 200 Appendix II (A): Administrative, Contractual, or Legal Remedies

CFR Text: Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition

Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

https://www.ecfr.gov/current/title-2/section-200.321#p-200.321(b)(1) https://www.ecfr.gov/current/title-2/section-200.321#p-200.321(b)(5) https://www.govinfo.gov/link/uscode/41/1908

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Response: Administrative, contractual, and legal remedies are addressed in the main body of this contract in the following Articles:

Article 9: Disputes

Article 10: Limitation of Contractor’s Liability

Article 11: Limit of PSA’s Liability and Indemnification of PSA

Article 12: Termination for Cause

Article 14: Civil and Criminal Provisions and Sanctions

Article 15: Governing Law and Venue

2 CFR 200 Appendix II (C): Termination for Cause and Convenience

CFR Text: All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement.

Response: Administrative, contractual, and legal remedies are addressed in the main body of this contract in the following Articles:

Article 12: Termination for Cause

Article 13: Termination for Convenience

2 CFR 200 Appendix II (C): Equal Employment Opportunity.

CFR Text: Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of

“federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order

11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965

Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246

Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part

60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

Contractor Certification: In accordance with 41 CFR Pati 60 and Executive orders 11246 and 11375, for all construction contracts resulting from this Agreement that meet the definition of

"federally assisted construction contract" in 41 CFR Part 60-1.3, Contractor agrees as follows during the performance of this contract:

(1) Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

Contractor agrees to post in conspicuous places available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

https://www.ecfr.gov/current/title-41/part-60 https://www.ecfr.gov/current/title-41/section-60-1.3 https://www.ecfr.gov/current/title-41/section-60-1.4#p-60-1.4(b) https://www.federalregister.gov/citation/30-FR-12319 https://www.federalregister.gov/citation/30-FR-12935 https://www.ecfr.gov/current/title-3 https://www.ecfr.gov/current/title-3/part-1964 https://www.ecfr.gov/current/title-41/part-60 https://www.ecfr.gov/current/title-41/part-60

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(2) Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

(3) Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Contractor's legal duty to furnish information.

(4) Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of Contractor's commitments under section 202 of Executive Order

11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(5) Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(6) Contractor will furnish all information and reports required by Executive Order 11246 of

September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(7) In the event of Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in

Executive Order 11246 of September 24, 1965, and such other sanctions' may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(8) Contractor will include the. provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of

Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, Contractor may request the United States to enter into such litigation to protect the interests of the United States.

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2 CFR 200 Appendix II (D): Davis-Bacon Act, as amended (40 U.S.C. 3141-3148).

CFR Text: When required by Federal program legislation, all prime construction contracts in excess of

$2,000 awarded by non-Federal entities must include a provision for compliance with the

Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of

Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts

Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-

Federal entity must place a copy of the current prevailing wage determination issued by the

Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act

(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in

Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

Contractor Response: No construction contracts in excess of $2,000 will result from this Agreement, therefore this certification does not apply.

2 CFR 200 Appendix II (E): Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-

3708).

CFR Text: Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR

Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.

Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Contractor Certification: For all contracts resulting from this Agreement that are in excess of $100,000 and involve the employment of mechanics or laborers to fulfill the contract, Contractor agrees to comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).

https://www.govinfo.gov/link/uscode/40/3141 https://www.govinfo.gov/link/uscode/40/3141 https://www.govinfo.gov/link/uscode/40/3146 https://www.ecfr.gov/current/title-29/part-5 https://www.govinfo.gov/link/uscode/40/3145 https://www.ecfr.gov/current/title-29/part-3 https://www.govinfo.gov/link/uscode/40/3701 https://www.govinfo.gov/link/uscode/40/3701 https://www.govinfo.gov/link/uscode/40/3702 https://www.govinfo.gov/link/uscode/40/3704 https://www.ecfr.gov/current/title-29/part-5 https://www.ecfr.gov/current/title-29/part-5 https://www.govinfo.gov/link/uscode/40/3702 https://www.govinfo.gov/link/uscode/40/3704

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2 CFR 200 Appendix II (F): Rights to Inventions Made Under a Contract or Agreement

CFR Text: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to

Inventions Made by Nonprofit Organizations and Small Business Firms Under Government

Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Contractor Certification: For all contracts resulting from this Agreement and the END USER is spending funds from an award that meets the definition of "funding agreement" under 37 CFR § 401.2

(a), and Contractor wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the

Contractor must comply with the requirements of 37 CFR Part 401, "Rights to Inventions

Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative/Agreements," and any implementing regulations issued by the federal awarding agency.

2 CFR 200 Appendix II (G): Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water

Pollution Control Act (33 U.S.C. 1251-1387), as amended

CFR Text: Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal

Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection

Agency (EPA).

Contractor Certification: Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401-767q.) and the Federal Water

Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to PSA and the END USERS' Federal awarding agencies and the Regional Office of the

Environmental Protection Agency (EPA).

https://www.ecfr.gov/current/title-37/section-401.2#p-401.2(a) https://www.ecfr.gov/current/title-37/part-401 https://www.govinfo.gov/link/uscode/42/7401 https://www.govinfo.gov/link/uscode/33/1251 https://www.govinfo.gov/link/uscode/42/7401 https://www.govinfo.gov/link/uscode/33/1251

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2 CFR 200 Appendix II (H): Debarment and Suspension (Executive Orders 12549 and 12689)

CFR Text: Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2

CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the

System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Contractor Certification: In accordance with 2 CFR 180.220, Contractor certifies that Contractor is not currently listed on the government-wide exclusions in the System for Award Management

(SAM), is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Contractor further agrees to immediately notify PSA and all END USERS with pending orders or seeking to purchasing from Contractor if Contractor is later listed on the government-wide exclusions in SAM, or is debarred, suspended or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549.

2 CFR 200 Appendix II (I): Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)

CFR Text: Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of

Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Contractor Certification: Pursuant to 31 U.S.C. 1352, when Federal funds are expended by END USER, Contractor certifies that during the term of this Agreement it is in compliance with all applicable provisions of the Byrd Anti Lobbying Amendment (31 USC 1352). Contractor also certifies that:

(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renew :(;amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting; to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a

Member of Congress in connection with this ,Federal grant or cooperative agreement, https://www.ecfr.gov/current/title-2/section-180.220 https://www.ecfr.gov/current/title-2/section-180.220 https://www.ecfr.gov/current/title-2/part-180 https://www.govinfo.gov/link/uscode/31/1352 https://www.govinfo.gov/link/uscode/31/1352 https://www.govinfo.gov/link/uscode/31/1352

PSA Contract 24-202 Promotional Products Page 7 of 9 the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to

Report Lobbying", in accordance with its instructions.

(3) Contractor shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

2 CFR 200 Appendix II (J): §200.323 Procurement of Recovered Materials

CFR Text: A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

Contractor Certification: Contractor agrees to comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

2 CFR 200 Appendix II (K): §200.216 Prohibition on Certain Telecommunications and Video

Surveillance Services or Equipment CFR Text: (a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to:

(1) Procure or obtain;

(2) Extend or renew a contract to procure or obtain; or

(3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies

Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

(i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by

Hytera Communications Corporation, Hangzhou Hikvision Digital Technology

Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

(ii) Telecommunications or video surveillance services provided by such entities or using such equipment.

(iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the

Director of the National Intelligence or the Director of the Federal Bureau of

Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

https://www.ecfr.gov/current/title-40/part-247 https://www.govinfo.gov/link/plaw/115/public/232

PSA Contract 24-202 Promotional Products Page 8 of 9

(b) In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained.

(c) See Public Law 115-232, section 889 for additional information.

(d) See also § 200.471.

Contractor Certification: Contractor is prohibited from obligating or expending any funds received as a result of this Agreement to:

(1) Procure or obtain;

(2) Extend or renew a contract to procure or obtain; or

(3) Enter into a contract (or extend or renew a contract to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies

Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

(i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by

Hytera Communications Corporation, Hangzhou Hikvision Digital Technology

Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

(ii) Telecommunications or video surveillance services provided by such entities or using such equipment.

(iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the

Director of the National Intelligence or the Director of the Federal Bureau of

Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

2 CFR 200 Appendix II (L): §200.322 Domestic Preferences for Procurements

CFR Text: (a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States

(including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.

(b) For purposes of this section:

(1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

https://www.govinfo.gov/link/plaw/115/public/232 https://www.govinfo.gov/link/plaw/115/public/232 https://www.ecfr.gov/current/title-2/section-200.471

PSA Contract 24-202 Promotional Products Page 9 of 9

(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

Contractor Certification: Contractor agrees, to the greatest extent practicable, to provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United

States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). For purposes of this section:

(1) "Produced in the United States" means for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

(2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as/aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

By signing below, Contractor hereby confirms all certifications above, and furthermore that he/she is legally authorized to sign this certification on behalf of said organization by authority of its governing body.

Name Title

Signature Date

PSA Contract 24-202 Promotional Products Page 1 of 3 Exhibit E – Contractual Requirements of the State of Texas

Exhibit E

Contractual Requirements of the State of Texas This Exhibit E is an integral part of Contract 24-202 “Promotional Products” made and entered into by

Purchasing Solutions Alliance (“PSA”) and _________________ (“Contractor”).

PSA is a program of the Brazos Valley Council of Governments, which is a political subdivision of the

State of Texas. As such, the following Articles also apply to this contract.

ARTICLE 1: CONTRACTING INFORMATION RESPONSIBILITIES

In accordance with Section 552.372 of the Texas Government Code and 2 CFR Part 200.334, Contractor agrees to preserve all contracting information related to the contract, including complete and accurate records of items that are chargeable to END USER under this Contract. Contractor further agrees to promptly provide to the PSA any contracting information related to the contract that is in the custody or possession of the Contractor on request of the PSA, and on termination or expiration of the contract, either provide at no cost to the PSA all contracting information related to the contract that is in the custody or possession of the Contractor or preserve the contracting information related to the contract for a period of not less than five (5) calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation, audit or claim has been resolved The right of access to records is not limited to the required retention period, but shall last as long as the records are retained.

Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter

J, Chapter 552, Government Code, may apply to the contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter.

ARTICLE 2: COVID-19 VACCINE PASSPORT PROHIBITION

Contractor certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Contractor’s business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract.

By signing below, Contractor makes the following certifications under penalty of perjury and possible contract termination if any of these certifications are found to be false.

PSA Contract 24-202 Promotional Products Page 2 of 3

ARTICLE 3: CYBERSECURITY TRAINING

Contractor shall ensure that any Contractor employee or subcontractor employee who has access to a State computer system or database shall complete a cybersecurity training program certified under

Section 2054.519 of the Texas Government Code. Such training is required to occur during the contract term and the renewal period. Contractor shall provide PSA with verification of the completion of the requisite training.

ARTICLE 4: DEALINGS WITH PUBLIC SERVANTS AFFIRMATION

Pursuant to Section 2155.003 of the Texas Government Code, Contractor represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the contract.

ARTICLE 5: ENERGY COMPANY BOYCOTTS

Contractor represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government

Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Contractor shall promptly notify PSA.

ARTICLE 6: ENTITIES THAT BOYCOTT ISRAEL

Contractor represents and warrants that (1) it does not, and shall not for the duration of the contract, boycott Israel or (2) the verification required by Section 2271.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Contractor shall promptly notify PSA.

ARTICLE 7: EXCLUDED PARTIES

Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order No.

13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”, published by the United States Department of the Treasury, Office of Foreign

Assets Control.

ARTICLE 8: FIREARM ENTITIES AND TRADE ASSOCIATIONS DISCRIMINATION

Contractor verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to

PSA Contract 24-202 Promotional Products Page 3 of 3 the contract. If circumstances relevant to this provision change during the course of the contract, Contractor shall promptly notify PSA.

ARTICLE 9: FOREIGN TERRORIST ORGANIZATIONS

Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code.

By signing below, Contractor hereby confirms all certifications above, and furthermore that he/she is legally authorized to sign this certification on behalf of said organization by authority of its governing body.

Name Title

Signature Date