REGION 4 EDUCATION SERVICE CENTER (ESC)
Contract # R240118
for
FURNITURE, INSTALLATION, AND RELATED SERVICES
with
VS AMERICA, INC.
Effective: December 17, 2024
APPENDIX A
CONTRACT
This Contract ("Contract") is made as of December 17, 2024 by and between VS America, Inc.
("Contractor") and Region 4 Education Service Center
("Region 4 ESC") for the purchase of FURNITURE, INSTALLATION, AND RELATED SERVICES ("the
products and services").
RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals Number RFP 24-01 for FURNITURE,
INSTALLATION, AND RELATED SERVICES ("RFP"), to which Contractor provided a response
("Proposal"); and
WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor
in providing the services/materials described in the RFP and Proposal;
WHEREAS, both parties agree and understand the following pages will constitute the
Contract between the Contractor and Region 4 ESC, having its principal place of business at
7145 West Tidwell Road, Houston, TX 77092.
WHEREAS, Contractor included, in writing, any required exceptions or deviations from
these terms, conditions, and specifications; and it is further understood that, if agreed to by
Region 4 ESC, said exceptions or deviations are incorporated into the Contract.
WHEREAS, this Contract consists of the provisions set forth below, including provisions of
all attachments referenced herein. In the event of a conflict between the provisions set forth
below and those contained in any attachment, the provisions set forth below shall control.
WHEREAS, the Contract will provide that any state and local governmental entities, public
and private primary, secondary and higher education entities, non-profit entities, and agencies
for the public benefit ("Public Agencies") may purchase products and services at prices
indicated in the Contract upon the Public Agency's registration with OMNIA Partners.
1) Term of agreement. The initial term of the Contract is for a period of three (3) years unless
terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the
right in its sole discretion to renew the Contract for an additional term of up to two (2) years or
for a lesser period of time as determined by Region 4 ESC by providing written notice to the
Contractor of Region 4 ESC's intent to renew thirty (30) days prior to the expiration of the
original term. Contractor acknowledges and understands Region 4 ESC is under no obligation
whatsoever to extend the term of this Contract. Notwithstanding the forgoing paragraph, the
term of the Contract, including any extension of the original term, shall be further extended
until the expiration of any Purchase Order issued under the Contract for a period of up to one
year beyond the Contract term.
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2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this
agreement, and described in the RFP, incorporated herein by reference as though fully set
forth herein.
3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and
Final Offer(s).
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted
by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
ii. Offeror’s Best and Final Offer
iii. Offeror’s proposal
iv. RFP and any addenda
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or
provide any material or service under this Contract until Contractor receives a purchase order
for such work or is otherwise directed to do so in writing by Region 4 ESC.
6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final
written expression of agreement. All agreements are contained herein and no other
agreements or representations that materially alter it are acceptable.
7) Assignment of Contract. No assignment of Contract may be made without the prior written
approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material
change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.).
8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to
perform this Contract, a successor in interest must guarantee to perform all obligations under
this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of
name agreement will not change the contractual obligations of Contractor.
9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding
unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional
distributors or dealers, other than those identified at the time of submitting their proposal, to
sell under the Contract without notification and prior written approval from Region 4 ESC.
Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or
dealer. Purchase orders and payment can only be made to the Contractor unless otherwise
approved by Region 4 ESC. Pricing provided to members by added distributors or dealers
must also be less than or equal to the Contractor’s pricing.
11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate
the Contract if purchase volume is determined to be low volume in any 12-month period.
Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to
failure by Contractor to carry out any obligation, term or condition of the contract. Region
4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any
of the following:
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i. Providing material that does not meet the specifications of the Contract;
ii. Providing work or material was not awarded under the Contract;
iii. Failing to adequately perform the services set forth in the scope of work and
specifications;
iv. Failing to complete required work or furnish required materials within a reasonable
amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC
reason to believe Contractor will not or cannot perform the requirements of the
Contract; or
vi. Performing work or providing services under the Contract prior to receiving an
authorized purchase order.
Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide
a satisfactory response to Region 4 ESC. Failure to adequately address all issues of
concern may result in Contract cancellation. Upon cancellation under this paragraph, all
goods, materials, work, documents, data and reports prepared by Contractor under the
Contract shall immediately become the property of Region 4 ESC.
b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely
manner, or Contractor violates any of the covenants, agreements, or stipulations of this
Contract Region 4 ESC reserves the right to terminate the Contract immediately and
pursue all other applicable remedies afforded by law. Such termination shall be effective
by delivery of notice, to the Contractor, specifying the effective date of termination. In such
event, all documents, data, studies, surveys, drawings, maps, models and reports
prepared by Contractor will become the property of the Region 4 ESC. If such event does
occur, Contractor will be entitled to receive just and equitable compensation for the
satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or
within a reasonable time period as interpreted by the purchasing agent or failure to make
replacements or corrections of rejected articles/services when so requested shall
constitute grounds for the Contract to be terminated. In the event Region 4 ESC must
purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a
reasonable time period, for all expenses incurred.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable
wholly or in part to carry out its obligations under this Agreement then such party shall
give notice and full particulars of Force Majeure in writing to the other party within a
reasonable time after occurrence of the event or cause relied upon, and the obligation of
the party giving such notice, so far as it is affected by such Force Majeure, shall be
suspended during the continuance of the inability then claimed, except as hereinafter
provided, but for no longer period, and such party shall endeavor to remove or overcome
such inability with all reasonable dispatch.
The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or
other industrial disturbances, act of public enemy, orders of any kind of government of the
United States or the State of Texas or any civil or military authority; insurrections; riots;
epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts;
droughts; arrests; restraint of government and people; civil disturbances; explosions,
breakage or accidents to machinery, pipelines or canals, or other causes not reasonably
within the control of the party claiming such inability. It is understood and agreed that the
settlement of strikes and lockouts shall be entirely within the discretion of the party having
the difficulty, and that the above requirement that any Force Majeure shall be remedied
with all reasonable dispatch shall not require the settlement of strikes and lockouts by
acceding to the demands of the opposing party or parties when such settlement is
unfavorable in the judgment of the party having the difficulty.
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e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by
providing written notice. The cancellation will take effect 30 business days after the other
party receives the notice of cancellation. After the 30th business day all work will cease
following completion of final purchase order.
12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds
and permits required for the operation of the business conducted by Contractor. Contractor
shall remain fully informed of and in compliance with all ordinances and regulations pertaining
to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop
work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or
terminated.
13) Survival Clause. All applicable software license agreements, warranties or service
agreements that are entered into between Contractor and Region 4 ESC under the terms and
conditions of the Contract shall survive the expiration or termination of the Contract. All
Purchase Orders issued and accepted by Contractor shall survive expiration or termination of
the Contract for a period of up to one year beyond the term of the Contract. Notwithstanding
the foregoing, the term of the Contract, including any extension of the original term, shall be
further extended until the expiration of any Purchase Order issued under the Contract for a
period of up to one year beyond the Contract term.
14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If
delivery is not or cannot be made within this time period, the Contractor must receive
authorization for the delayed delivery. The order may be canceled if the estimated shipping
time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be
included in all pricing offered unless otherwise clearly stated in writing.
Additional Delivery/Installation Charges: Contractor may enter into additional negotiations
with a purchasing agency for additional delivery or installation charges based on onerous
conditions. Additional delivery and/or installation charges may only be charged if mutually
agreed upon by the purchasing agency and Contractor and can only be charged on a per
individual project basis.
15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may
make the determination to return the material to the Contractor at no cost to Region 4 ESC.
The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be
responsible for arranging the return of the defective or incorrect material.
16) Payments. Payment shall be made after satisfactory performance, in accordance with all
provisions thereof, and upon receipt of a properly completed invoice.
17) Price Adjustments. Should it become necessary or proper during the term of this Contract to
make any change in design or any alterations that will increase price, Region 4 ESC must be
notified immediately. Price increases must be approved by Region 4 ESC and no payment for
additional materials or services, beyond the amount stipulated in the Contract shall be paid
without prior approval. All price increases must be supported by manufacturer documentation,
or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days
after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility
to keep all pricing up to date and on file with Region 4 ESC. All price changes must be
provided to Region 4 ESC, using the same format as was provided and accepted in the
Contractor’s proposal.
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Price reductions may be offered at any time during Contract. Special, time-limited reductions
are permissible under the following conditions: 1) reduction is available to all users equally; 2)
reduction is for a specific period, normally not less than thirty (30) days; and 3) original price
is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price
reduction during the Contract term.
18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all
purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC
reserves the right to audit the accounting for a period of three (3) years from the time such
purchases are made. This audit right shall survive termination of this Agreement for a period
of one (1) year from the effective date of termination. Region 4 ESC shall have the authority
to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.
Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing
being offered that is materially inconsistent with the pricing under this agreement, Region 4
ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s
sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third-
party auditing firm. In the event of an audit, the requested materials shall be provided in the
format and at the location designated by Region 4 ESC.
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor
may substitute a new product or model if the replacement product meets or exceeds the
specifications and performance of the discontinued model and if the discount is the same or
greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be
added to the Contract. Pricing shall be equivalent to the percentage discount for other
products. Contractor may replace or add product lines if the line is replacing or supplementing
products, is equal or superior to the original products, is discounted similarly or greater than
the original discount, and if the products meet the requirements of the Contract. No products
and/or services may be added to avoid competitive procurement requirements. Region 4 ESC
may require additions to be submitted with documentation from Members demonstrating an
interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject
any additions without cause.
21) Options. Optional equipment for products under Contract may be added to the Contract at
the time they become available under the following conditions: 1) the option is priced at a
discount similar to other options; 2) the option is an enhancement to the unit that improves
performance or reliability.
22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's
minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in
writing.
23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their
work as required or directed. Upon completion of the work, the premises shall be left in good
repair and an orderly, neat, clean, safe and unobstructed condition.
24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared,
unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the
cost of site preparation in a purchase order. Site preparation includes, but is not limited to
CONTRACT
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moving furniture, installing wiring for networks or power, and similar pre-installation
requirements.
25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor
agrees no employee or employee of a subcontractor who has been adjudicated to be a
registered sex offender will perform work at any time when students are or are reasonably
expected to be present. Contractor agrees a violation of this condition shall be considered a
material breach and may result in the cancellation of the purchase order at Region 4 ESC’s
discretion. Contractor must identify any additional costs associated with compliance of this
term. If no costs are specified, compliance with this term will be provided at no additional
charge.
26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees
on the worksite and shall erect and properly maintain all necessary safeguards for protection
of workers and the public. Contractor shall post warning signs against all hazards created by
its operation and work in progress. Proper precautions shall be taken pursuant to state law
and standard practices to protect workers, general public and existing structures from injury
or damage.
27) Smoking. Persons working under the Contract shall adhere to local smoking policies.
Smoking will only be permitted in posted areas or off premises.
28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC,
payment may be made for materials not incorporated in the work but delivered and suitably
stored at the site or some other location, for installation at a later date. An inventory of the
stored materials must be provided to Region 4 ESC prior to payment. Such materials must be
stored and protected in a secure location and be insured for their full value by the Contractor
against loss and damage. Contractor agrees to provide proof of coverage and additionally
insured upon request. Additionally, if stored offsite, the materials must also be clearly identified
as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be
allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite,
as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's
responsibility to protect all materials and equipment. Contractor warrants and guarantees that
title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.
29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal
property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the
right to terminate the Contract at the expiration of each budget period during the term of the
Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate
funds for payment of the contract.
30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its
administrators, employees and agents against all claims, damages, losses and expenses
arising out of or resulting from the actions of the Contractor, Contractor employees or
subcontractors in the preparation of the solicitation and the later execution of the Contract.
Any litigation involving either Region 4 ESC, its administrators and employees and agents will
be in Harris County, Texas.
31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within
website, marketing materials and advertisement. Any use of Region 4 ESC name and logo
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or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must
have prior approval from Region 4 ESC.
32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC
prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten
(10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall
require all subcontractors performing any work to maintain coverage as specified.
33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local,
state, and federal laws governing the sale of products/services and shall comply with all laws
while fulfilling the Contract. Applicable laws and regulation must be followed even if not
specifically identified herein.
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Imitall
Reg
Appendix B
TERMS & CONDITIONS ACCEPTANCE FORM
Signature on the Offer and Contract Signature form certifies complete acceptance of the
terms and conditions in this solicitation and draft Contract except as noted below with
proposed substitute language (additional pages may be submited, if necessary). The
provisions of the RFP cannot be modified without the express written approval of Region 4
ESC. If a proposal is submitted with modifications to the draft Contract provisions that are
not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the
RFP shall prevail.
Check one of the following responses:
Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract.
(Note: If none are listed below, it is understood that no exceptions/deviations are taken.)
Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must
be clearly explained, reference the corresponding term to which Offeror is taking exception
and clearly state any proposed modified language, proposed additional terms to the RFP
and draft Contract must be included:
(Note: Unacceptable exceptions may remove Offeror’s proposal from consideration for
award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and
modifications and the decision shall be final.
If an offer is made with modifications to the contract provisions that are not expressly
approved in writing, the contract provisions contained in the RFP shall prevail.)
08/19/24_Review
Section/Page Term, Condition, or Exception/Proposed Modification Accepted
Specification (For Region 4
ESC’s use)
Refer to 2nd and 3rd page of this PDF for full details
VS America - 10/15/24 - Per region 4 - all Region 4 exceptions approved
No Region 4 exceptions
Section/Page Term, Condition, or Specification Exception/Proposed Accepted (For Region 4 ESC’s
Modification use)
Exhibit G Doc #1 Ownership Part II Stockholder Information We would like for the Part II OMNIA Partners to discuss pages with
Disclosure Form Stockholder information to be VS America - may send over redacted
redacted for confidentiality version for master agreement
purposes.
Exhibit G Doc #5 Stockholder Stockholders We would like for the OMNIA Partners to discuss pages with VS
Disclosure Certification “Stockholders” section to be America - may send over redacted version for
redacted for confidentiality master agreement
purposes.
Exhibit A Response for National Suppliers are required to pay an Please adjust the administrative Will discuss the request
Cooperative Contract Administrative Fee of 3% of the fee from 3% to 2%. Please also
greater of then Contract Sales consider applying the 2%
1.2 Marketing, Sales, and under the Master Agreement and contract fee for product sales
Administrative Support Guaranteed Contract Sales under only and not for services.
this Request for Proposal.
Exhibit B Administrative An “Administrative Fee” shall be Please adjust the administrative Will discuss the request
Agreement, Example defined and due to OMNIA fee from 3% to 2% and please
Partners, from Supplier in the remove the inclusion of services
Section: Administrative Fee, amount of ___ percent (%) from the admin fee.
Reporting & Payment (“Administrative Fee
Percentage”) multiplied by the
total purchase amount paid to
Supplier, less refunds and credits
on returns, for the sale of
products and/or services to
Principal Procurement Agency
and Participating Public Agencies
pursuant to the Master
Agreement (as amended from
time to time and including any
renewal thereof) (“Contract
Sales”). From time to time the
parties may mutually agree in
writing to a lower Administrative
Fee Percentage for a specifically
identified Participating Public
Agency’s Contract Sales.
Exhibit A Response for National Provide the Contract Sales (as VS America, Inc. has been
Cooperative Contract defined in Section 12 of the privileged to be on the Region 4 ok, on no guaranteed sales response
OMNIA Partners Administration ESC contract since 2015,
3.3 Marketing and Sales, section Agreement) that Supplier will consistently achieving year‐over‐
M. guarantee each year under the year sales growth. We are
Master Agreement for the initial committed to building on this
three years of the Master success with the new award.
Agreement (“Guaranteed However, we have decided not to
Contract Sales”). To the extent commit to a minimum guarantee
Supplier guarantees minimum for each year. Instead, we will
Contract Sales, the ensure that the administrative
Administrative Fee shall be fees stipulated in this contract
calculated based on the greater are based on actual sales
of the actual Contract Sales and performance.
the Guaranteed Contract Sales.
24-01 Addendum 6
VS America, Inc.
Supplier Response
Event Information
Number: 24-01 Addendum 6
Title: Furniture, Installation, and Related Services
Type: Request for Proposal
Issue Date: 4/11/2024
Deadline: 6/13/2024 02:00 PM (CT)
Notes: Oral communications concerning this RFP shall not be binding and
shall in no way excuse an Offeror of the obligations set forth in this
proposal.
Only online proposals will be accepted. Proposals must be submitted
via Region 4 ESC's online procurement system:
region4esc.ionwave.net.
No manual, emailed, or faxed proposals will be accepted.
NON-MANDATORY PRE-PROPOSAL CONFERENCE #2
Meeting to be held on
Wednesday, May 1, 2024 at 10:00 am CST
via ZOOM. Click here to join.
Meeting to be held on
Wednesday, April 24, 2024 at 10:00 am
via ZOOM. Click here to join.
Offerors are strongly encouraged, but not required to participate in a
pre-proposal conference with the Procurement and Operations
Specialist.
Page 1 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
Contact Information
Address: Finance and Operations
7145 West Tidwell Road
TX 77092
Email: questions@esc4.net
Page 2 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
OFFER AND CONTRACT SIGNATURE FORM
The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict
compliance with the terms, specifications and conditions at the prices proposed within response
unless noted in writing.
Company Name VS America, Inc.
Address 1940 Abbott Street
City/State/Zip Charlotte, NC 28203
Telephone No. 803-371-2860
Email Address m.harvey@vsamerica.com
Printed Name Mark Harvey
Title CFO
eriede eiy
Accepted by Region 4 ESC:
Contract No.
Initial Contract Term to
Region 4 ESC Authorized Board Member Date
Print Name
Region 4 ESC Authorized Board Member Date
Print Name
VS America, Inc. Information
Address: 1940 Abbott Street
Charlotte, NC 28203
Phone: (704) 790-2017
By submitting your response, you certify that you are authorized to represent and bind your company.
Yuri Ahn y.ahn@vsamerica.com
Signature Email
Submitted at 6/11/2024 08:24:42 AM (CT)
Requested Attachments
OFFER AND CONTRACT
OFFER AND CONTRACT SIGNATURE FORM SIGNATURE FORM_Signed.pdf
Please complete the Offer and Contract Signature Form, located on the Attachments tab, and upload the completed
document here.
Appendix B - Terms & Conditions
Appendix B - Terms & Conditions Acceptance Form Acceptance Form_FINAL.pdf
Please complete the Terms & Conditions Acceptance Form, located on the Attachments tab, and upload the
completed document here.
Acknowledgment and Acceptance of Region 4 ESC's Open Records Acknowledgment and Acceptance
of Region 4 ESC Open Records
Policy Policy_Signed.pdf
Please complete the Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy, located on the
Attachments tab, and upload the completed document here.
OMNIA Partners - Exhibit F
OMNIA Partners - Exhibit F Federal Funds Certifications Federal Funds Certifications
Form_Signed.pdf
Please complete the OMNIA Partners - Exhibit F Federal Funds Certifications, located on the Attachments tab, and
upload the completed documents here.
Value Add No response
Provide any additional information related to products and services Offeror proposes to enhance and add value to the
Contract. Furniture can be included as a Value-Add, include any fees such as installation, delivery options,
setup/cleaning, classroom design/layout, special orders, etc.
Antitrust Certification
Antitrust Certification Statements Statements_Signed.pdf
Please complete the Antitrust Certification Statements, located on the Attachments tab, and upload the completed
document here.
VS America, Inc._Certificate of
Certificate of Interested Parties (Form 1295) Interested Parties.pdf
Must complete the form online at: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
Diversity Program Certifications No response
If there are any diversity programs, provide a copy of their certification.
Minority Women Business Enterprise Certification No response
Please upload Minority Women Business Enterprise Certification if applicable.
Submit FEIN and Dunn & Bradstreet report. VS America, Inc._2024 W9.pdf
Upload FEIN and Dunn & Brandstreet report here.
Page 3 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
Products and Pricing Price List 2024 Web.pdf
Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of
line. Describe the full line of products and services offered by supplier.
Small Business Enterprise (SBE) or Disadvantaged Business No response
Enterprise (DBE) Certification
Please upload Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification if
applicable.
Historically Underutilized Business (HUB) Certification No response
Please upload Historically Underutilized Business (HUB) Certification if applicable.
Texas Government Code 2270
Texas Government Code 2270 Verification Form Verification Form_Signed.pdf
Please complete the Texas Government Code 2270 Verification Form, located on the Attachments tab, and upload the
completed document here.
Additional Agreements Offeror will require Participating Agencies to No response
sign.
Upload any additional agreements offeror will require Participating Agencies here.
Historically Underutilized Business Zone Enterprise (HUBZone) No response
Please upload Historically Underutilized Business Zone Enterprise (HUBZone) if applicable.
Other recognized diversity certificate holder No response
Please upload other recognized diversity certificate holder if applicable.
OMNIA Partners - Exhibit F
OMNIA Partners - Exhibit F Federal Funds Certifications Federal Funds Certifications
Form_Signed.pdf
Please complete the OMNIA Partners - Exhibit F Response for National Cooperative Contract located on the
Attachments tab and upload the completed documents here.
OMNIA Partners - Exhibit G New
OMNIA Partners - Exhibit G New Jersey Business Compliance Jersey Compliance
Form_UPDATED_Signed.pdf
Please complete the OMNIA Partners - Exhibit G New Jersey Business Compliance forms, located on the Attachments
tab, and upload the completed documents here.
Response Attachments
VS America Warranty.pdf
VS America Warranty
Shipping Policy.docx
Shipping Policy
VS America Authorized Dealer & Territory Listing.xlsx
VS America Authorized Dealer & Territory Listing
VS America, Inc._N.J. Department of Treasury - Division of Revenue, On-Line Inquiry.pdf
VS America NJ Dept of Treasury Certification
VS America, Inc._New Jersey Business Registration Certificate.pdf
VS America NJ Business Registration Certificate
VS America, Inc._NJ Certificate of Employment Record.pdf
VS America NJ Certificate of Employment Record
VS America Spaces In Motion Literature.pdf
VS America Spaces in Motion_Value Add Brochure
Page 4 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
VS America UN Global Impact Literature.pdf
VS America UN Global Impact_Value Add Brochure
Quickship Brochure 2024 Web.pdf
VS America Quickship_Value Add Brochure
Product Catalog Web.pdf
VS America Product Catalog
VS America Sustainability Certificate Links.pdf
VS America Sustainability Certificates
Bid Attributes
1 Oral Communication
Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the
obligations set forth in this proposal.
I have read and agree.
2 Scope of Work
Please download and thoroughly review the Scope of Work, located on the Attachments Tab. Indicate your review
and acceptance below.
I have read and agree.
3 Terms and Conditions
Please download and thoroughly review the Terms and Conditions, located on the Attachments Tab. Indicate your
review and acceptance below.
I have read and agree.
4 Products/Pricing - Upload on Response Attachments Tab
Offerors shall provide pricing based on a discount from a manufacturer's price list, or fixed price, or a combination
of both with indefinite quantities. Offeror may offer their complete product, and service offering as a balance of line.
Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are
available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different
percentage discounts apple, the different percentages are specified. Additional pricing and/or discounts may be
included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors
may elect to limit their proposals to any category or categories. The discount proposed shall remain the same
throughout the term of the contract and at all renewal options. Price lists must contain the following: (if applicable)
Manufacturer Part #
Offeror's Part # (if different from manufacturer part #)
Description
Manufacturers Suggested List Price and Net Price
Net price to Region 4 ESC (including freight)
5 Is pricing available for all products and services?
Yes
No
6 List the category or categories you are offering.
We are bidding with all of the categories listed within this solicitation. As a complete supplier VS covers the entire
spectrum of the modern knowledge society.
Page 5 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
7 Furniture Offerings
New, Used, Parts, Accessories, Service and Repair, Trade-Ins, Leasing/Financing and providing pricing structure for
each of these items.
Product Volume Threshold List Price: • $250,000+ = 52%, • $150,000–$249,999 = 51%, • $100,000–$149,999 =
50%, • $25,000–$99,999 = 48%, • 0–$24,999 = 45%; Additional Services/Fees (optional, case-by-case): •
Installation: Min $50/hr, Max $100/hr, Prevailing wage Max $200/hr, • Other Misc Labor: Min $50/hr, Max $125/hr, •
Design Services: Min $50/hr, Max $100/hr, • Project Management: Min $50/hr, Max $100/hr, • Professional
Development: Min $75/hr, Max $250/hr; • Storage: If containers are ready for delivery but cannot be received
during the confirmed delivery week, a 7-day grace period is provided. After the grace period, storage charges
apply, max $250/container/day. Smaller orders in our warehouses will be charged max $5/sq ft/month. Charges are
quoted and invoiced separately. Additional charges may include storage at VS facilities, port charges, railyard
charges, trucker's yard charges, third-party logistics, and costs for incremental stock moves, including freight and
packaging.
8 Minimum Quantities
Describe any minimums quantities.
There are no minimum order requirements for standard products. Some special construction requests, particularly
those with custom polypropylene colors or laminated surfaces, may have minimum order quantities and may be
subject to an up-charge for the custom color. See previous point. Any minimum order quantities for a special
construction would be model and size specific.
9 Custom or special orders
What is the ability to provide custom or special order furniture products? Include catalogs and any fees related to
custom or special orders.
Our company is committed to fulfilling the diverse needs of our clients through both our extensive standard
product offerings and our capacity to handle custom and special order requests. Our standard furniture portfolio
includes numerous combinations, often exceeding tens of thousands of possibilities. Despite this vast array, we
regularly receive and accommodate requests for customizations. These requests typically include dimensional
alterations, unique colors and materials, and occasionally, functional modifications to meet specific client needs.
When a special order is requested, a dedicated special pricing team assesses the necessary adjustments to
production. This includes the costs of specially sourced materials, additional labor, modifications to machinery, and
increased transportation expenses, among other factors. After these incremental costs are determined, we apply a
pricing formula that maintains margins materially consistent with standard products. This methodology is
consistently used across all sales, whether contract or non-contract. The resultant special pricing is clearly
communicated to the client. Upon mutual agreement, the price is finalized, ensuring there are no subsequent
changes, even if production costs exceed initial estimates. This approach guarantees clarity and satisfaction for
both parties involved. Our collaboration with OMNIA has been pivotal in addressing the specific needs of contract
users, especially those requiring special furniture solutions. We are committed to maintaining an open, honest,
and consistent dialogue with all stakeholders to enhance transparency and user experience. Looking forward, we
aim to deepen our partnership with OMNIA to further refine and perfect the process of fulfilling custom furniture
orders.
1 Describe ordering methods, tracking, and reporting.
0
VS does not offer an online ordering system. All purchase orders (POs) must be submitted via email to
orders@vsamerica.com for processing. For additional product information, viable substitutions, or alternates,
customers can contact the Territory Manager and Inside Sales Project Coordinator. Order tracking is managed by
the Inside Sales Project Coordinator or Transportation Planners. VS uses sophisticated tools like Gnosis Freight
and/or Recon Logistics to track shipments in real-time. These tools provide up-to-date information on the location
and status of goods in transit, enhancing visibility across the entire supply chain from the point of origin to the final
destination. This comprehensive view helps in identifying potential issues and delays, allowing for proactive
problem-solving. Additionally, VS records and processes all order information via the ERP system, making data
available in a format suitable for reporting and analysis.
Page 6 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Shipping Costs
1 Describe any shipping charges.
1. Describe delivery charges along with definitions for:
a. Dock Delivery
b. Inside Delivery
c. Deliver and Install
• Dock Delivery: Items shipped directly from the manufacturer to the Authorized User's loading dock or adjacent to
the door. • Inside Delivery: Items shipped directly from the manufacturer to the delivery location. The driver or
servicing dealer employee unloads and places the product within the building, excluding setup or installation. •
Deliver and Install: Items shipped directly from the manufacturer to the delivery location. Upon arrival, products are
unloaded, opened, installed, set in place, and made ready for use. Includes debris removal. Authorized User is
responsible for removing existing furniture. Shipping Charges: Quoted for volume thresholds: • $100,000 –
$149,999, • $25,000 – $99,999, • 0 – $24,999; Free Shipping for volume thresholds: • $150,000 – $249,999, •
$250,000+; Refer to the “Shipping Policy” in “Response Attachments” for additional information.
1 Warranty Pricing
2 Provide pricing for warranties on all products and services.
VS offers a ten year limited warranty on all products. Refer to warranty policy titled, “VS America Warranty” (on the
“Response Attachments” tab under “Other Attachments” of the submittal) for exceptions. All warranty requests are
analyzed and processed by our Claims Department. Approved claims are repaired or replaced, at the discretion of
VS America, and do not incur any additional charges, including labor.
1 Describe any return or restocking fees.
3
When a return is authorized, we assess a restocking fee equal to 10% of the net purchase price, in addition to any
incremental logistics costs incurred in returning the product to our facilities. This fee reflects the necessary
handling and reprocessing costs associated with restocking. Credits for returned products are issued only when
the items are in saleable condition. If returned items are damaged but repairable, a partial credit may be offered,
based on the cost of reworking or repairing the items to a saleable state. This approach ensures that we maintain
quality standards for all products while providing flexibility to accommodate customer returns when feasible.
1 Discounts or Rebates
4 Describe any additional discounts, special offers, promotions or rebates available. Additional discounts or rebates
may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.
Additional discounts are negotiable on a project-by-project basis. VS America does not offer rebates.
1 Verification of Contract Pricing
5 Describe how customers verify they are receiving Contract pricing.
Customers verify they are receiving contract pricing by checking VS America’s published price list and the discount
structure outlined in the contract on VS America’s landing page on the OMNIA Partners website.
1 Payment Methods
6 Describe payment terms and methods offered. Indicate if payment will be accepted via credit card. If so, may credit
card payment(s) be made online? Also state the Convenience Fee, if allowable, per the Visa Operating
Regulations.
» Invoicing Process: VS America invoices the end user upon delivery of all products. » Payment Terms: VS
America’s standard payment terms are net 30 days. » Acceptable Payment Methods: VS America accepts
payments via ACH, check, or credit card (processing fee of 4%).
Page 7 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Frequency of Pricing Updates
7 Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price
adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may
change, the category discounts should not change over the term of the Contract. Updates may be no more
frequently than quarterly.
Annually, VS America reviews and adjusts pricing to remain competitive within the industry, typically adjusting the
price list effective for POs received after March 1. Adjustments outside the regular schedule occur only due to
major disruptions in international trade or widespread increases in material costs, impacting the industry generally.
In the event of a price increase, we submit a request to OMNIA Partners for review and approval. Any POs
received before price list change are honored at the original price. The discount structure established in the
contract will remain unchanged for the contract duration.
1 Future Product Introductions
8 Describe how future product introductions will be priced and align with Contract pricing proposed. What is the
proposed frequency for new product introductions?
New products may be added during the contract term upon written request and approval by OMNIA Partners
monthly. All new products will be added to the current price list.
1 Are repurpose or end of life programs offered? If so, explain the process.
9
None
2 Are product loaner programs available? If so, explain the requirements.
0
VS is firmly committed to supporting schools by ensuring that essential furniture, such as desks and chairs, is
available for students at the start of instruction. Recognizing the importance of timely furniture delivery, we have
established a product loaner program to address any delays. We maintain warehouses across the country,
stocked with tens of thousands of desks, chairs, and other necessary items. This extensive inventory enables us
to respond to unforeseen delays in scheduled deliveries. In the event that the original furniture order will not arrive
in time for the start of the school, we are prepared to provide loaner desks and chairs to ensure that no student is
without essential furniture. Our commitment to this program is evidenced by past instances where we have
provided loaner solutions at our expense. Whenever a shipment has been delayed, we have furnished the
required furniture from our stock to the affected institution, covering all associated costs.
2 Describe experience with Prevailing Wage and Bacon-Davis.
1
VS America has experience with projects that are subject to Prevailing Wage and the Davis-Bacon Act. As a
furniture manufacturer, our primary role is to supply furniture, while our dealers are responsible for the installation
services. For public works projects, our dealers must comply with the Davis-Bacon Act, ensuring that their workers
receive the prevailing wages and benefits as required by federal or state laws. Our Inside Sales Project
Coordinators ensure that prevailing wage rates are properly applied, and we require our dealers to maintain
documentation of all wages paid, which must be available for inspection upon request. This approach ensures
compliance with prevailing wage laws. While we support and enforce these standards through our contracts, the
ultimate responsibility for adhering to prevailing wage requirements during installation lies with our dealers. We
ensure that all parties involved clearly understand and accept this responsibility.
2 Not to Exceed Pricing
2 Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust
submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower
pricing to be available for similar product and service purchases. Cost plus pricing as a primary structure is not
acceptable.
Page 8 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
2 Special Offers/Promotions
3 In addition to decreasing prices for the balance of the Contract term due to a change in market conditions,
Contractor may conduct sales promotions involving price reductions for a specified lesser period. Contractor may
offer Participating Agencies competitive pricing which is lower than the no-to-exceed price set forth herein at any
time during the Contract term and such lower pricing shall not be applied as a global price reduction under the
Contract.
2 Federal Funding Pricing
4 Due to products and services potentially being used in response to an emergency or disaster recovery situation in
which federal funding may use, provide alternative pricing that does not include cost plus a percentage of cost or
pricing based on time and materials; if time and materials is necessary, a ceiling price that the contract exceeds at
its own risk will be needed. Products and services provided in a situation where an agency is eligible for federal
funding, Offeror is subject to and must comply with all federal requirements applicable to the funding including, but
not limited to the FEMA Special Conditions section located in the Federal Funds Certifications Exhibit.
Agree
Disagree
2 Appendix D, Exhibit A, OMNIA Partners Response for National Contract
5 Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract.
Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate
its national sales force about the Contract, describe how products and services will be distributed nationwide,
include a plan for marketing the products and services nationwide, and describe how volume will be tracked and
reported to OMNIA Partners.
2 Appendix D, Exhibit B, OMNIA Partners Administration Agreement
6 The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement
prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a
response. Offeror’s response should include any proposed exceptions to OMNIA Partners Administration
Agreement on Appendix B, Terms and Conditions Acceptance Form.
2 Appendix D, Exhibits F and G
7 Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance.
2 Emergency Orders
8 Describe how Offeror responds to emergency orders.
Emergency or rush deliveries requested by the Member that require special shipping and handling charges may
be at the Member’s expense, but only with prior written approval from the Member. Emergency or rush shipping
charges will be added to an invoice as a separate line item. Our maximum charge for rush delivery is $500 per LTL
pallet or $4,000 per truckload. However, we acknowledge that in no case will the charge exceed the actual costs of
labor, packing materials, and carrier charges. We assure you that under no circumstances will VS America, Inc.
increase its profit margin through shipping charges. In the event that an emergency or rush delivery is required as
the result of a Contractor’s error, all shipping and handling charges will be paid by VS America, Inc. The Member
reserves the right to examine freight costs and route shipments with their own contracted carrier.
2 What is Offeror's average Fill Rate?
9
VS America’s average fill rate is 95%.
3 What is Offeror’s average on time delivery rate?
0 Describe Offeror's history of meeting the shipping and delivery timelines.
VS America’s average on time delivery rate when measured against the initial order confirmation date is greater
than 95%. In circumstances where an order will not meet the original delivery schedule confirmed, we have
sophisticated monitoring systems (such as Gnosis Freight container tracking) in place so our project coordinators
identify the problem more than a month in advance of the late arrival. During this period, alternative arrangements
and a new schedule is defined to minimize the impact to the Member.
Page 9 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
3 Describe Offeror’s history of meeting the shipping and delivery timelines.
1
In circumstances where an order will not meet the original delivery schedule confirmed, we have sophisticated
monitoring systems (such as Gnosis Freight container tracking) in place so our project coordinators identify the
problem more than a month in advance of the late arrival. During this period, alternative arrangements and a new
schedule is defined to minimize the impact to the Member.
3 Describe Offeror’s return and restocking policy.
2
Due to the highly customized nature of our products, returns are not guaranteed and must go through an approval
process. Each piece of our furniture, even those categorized as standard, can involve unique combinations of
finishes, features, sizes, and colors, often resulting in one-off configurations specifically tailored to individual client
specifications. We understand that circumstances can change, and we strive to accommodate our customers'
needs whenever possible. To this end, customers may cancel or modify their orders without penalty up until the
point when their items enter the final production schedule, to minimize any negative impact on our Members. For
products that align with items in our QuickShip inventory, returns may be accepted under certain conditions. We
allow returns except in cases where the item is part of a slow-moving stock or if our warehouse capacity is
reached, preventing us from accepting further returns under certain conditions.
3 Describe Offeror’s ability to meet service and warranty needs.
3
Most sales include the partnership of a VS dealer, who provides installation and repair services when needed. VS
offers a ten year limited warranty on all products. Exceptions listed in warranty policy, titled “VS America Warranty,”
on the “Response Attachments” tab under “Other Attachments” of the submittal. All warranty requests are handled
via our Claims Department. Approved claims do not incur any additional charges, including labor.
3 Describe Offeror’s customer service/problem resolution process. Include hours of operation, number
4 of services, etc.
Each customer has a local, dedicated Territory Manager sales contact and a remote Inside Sales Project
Coordinator who can be reached by email or phone for any support needs. We also have a dedicated Claims and
Product Support contact who can answer questions and help with that process. Hours of operation are 8 a.m. – 5
p.m. (this covers EST, CST, and PST across our various office locations).
3 Describe Offeror’s invoicing process. Include payment terms and acceptable methods of payments.
5 Offerors shall describe any associated fees pertaining to credit cards/p-cards.
» Invoicing Process: VS America invoices the end user upon delivery of all products. » Payment Terms: VS
America’s standard payment terms are net 30 days. » Acceptable Payment Methods: VS America accepts
payments via ACH, check, or credit card (processing fee of 4%).
3 Transition Plan
6 Describe Offeror’s contract methodology/implementation/customer transition plan.
Our approach begins with a thorough analysis of the current contract and an evaluation of the new requirements.
This includes assessing current contract performance, identifying areas for improvement, and defining key
milestones and deliverables. Effective communication is crucial for a smooth transition. We hold regular status
meetings with stakeholders to keep them informed about the transition plan and progress. Clear communication
channels are established for updates and feedback, ensuring transparency throughout the process. To ensure
everyone is familiar with the new contract terms and processes, we will offer training sessions, provide
documentation and user guides, and offer ongoing support. After the transition, we will set up regular follow-up
meetings with key stakeholders to address any issues, monitor processes to ensure contract compliance, and
collect continuous feedback to improve our operations.
3 Describe the financial condition of Offeror.
7
VS America is operated profitably and in a financially conservative manner. We are in excellent financial condition
and in a position to manage our seasonal cash flows using retained earnings and working capital. This allows us
the flexibility to maintain operations without requiring pre-payments from Members for even the largest projects. It
also ensures that we can make timely payments to our vendors and for our contract fees.
Page 10 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
3 Provide a website link in order to review website ease of use, availability, and capabilities related to
8 ordering, returns and reporting. Describe the website’s capabilities and functionality.
Website: www.vsamerica.com; VS products can be easily found under the Products tab, and then based upon type
of product (seating, table, etc.). The website contains extensive content about VS as a company, information on
key industry items (ergonomics, etc.), blog posts, case studies, videos, and more. Under the PartnerNet tab
partners can log in and access: symbols, pricing, brochures, and more.
3 Describe the Offeror’s safety record.
9
VS America has an outstanding safety record. There are currently no pending litigations or lawsuits nor have there
been any in the past.
4 Describe Offeror’s green or sustainability program. What type of reporting or reviews are available to
0 participating agencies?
As a complete supplier, VS offers holistic, intelligent solutions for the modern knowledge society. Dedicated to
customer satisfaction, we provide premium ergonomic and eco-friendly furniture designed for user comfort and
produced from recyclable materials with minimal environmental impact. Our safe, eco-friendly manufacturing
processes result in low-emitting products that have earned numerous quality and environmental certificates, such
as BIFMA Level 3, Cradle to Cradle, GS for safety, LGA pollutant-tested, AGR Healthy Back Campaign, and
GREENGUARD. Our management systems are certified to DIN EN ISO 9001, 14001, and 50001 standards,
demonstrating our commitment to quality, environmental measures, and energy performance. This ensures high-
performing, economically attractive solutions. We also offer access to third-party audit reports and certification
documentation upon request. Sample certificates can be found in the “Response Attachments” tab under “Other
Attachments."
4 Describe any social diversity initiatives.
1
VS America is dedicated to fostering a diverse, inclusive, and equitable workplace. We enforce a strong non-
discrimination policy in all employment aspects, from hiring to retirement. We actively recruit from a diverse talent
pool, including partnerships with organizations that support underrepresented groups, and maintain fairness
through bias-free hiring practices like structured interviews and diverse panels. Our HR policies are regularly
updated to ensure inclusivity and equity, supported by thorough audits. We offer a comprehensive benefits
package catering to diverse needs, including extensive parental leave and healthcare options. Additionally, we
support partnerships with minority and women-owned businesses and encourage employee participation in civic
and community activities that promote social justice and diversity.
4 Provide example(s) of general guidance on executing strategies for successful adoption of new
2 polices, processes and procedures.
Before rolling out new policies, processes, and procedures company-wide, we initiate a pilot test in a controlled
environment to identify and resolve potential issues. A dedicated project team manages this testing phase.
Following a successful pilot, we communicate the changes comprehensively to all relevant stakeholders, both
internal and external. We detail the benefits and reasons for the changes, address questions and concerns, and
actively seek feedback to ensure a seamless transition. To guarantee full adoption, we provide extensive training
and education to all employees. This includes workshops and individual sessions tailored to help everyone
understand their new roles and responsibilities.
4 Provide a brief history of the Offeror, including year it was established and corporate office location.
3
VS America originates from a history of ergonomic innovation that dates back to 1898 with VS in Germany, the
leading manufacturer of educational furniture. VS America started in the United States in 2003, and is
headquartered in Charlotte, NC. In 2009 VS, Cannon Design, and Bruce Mau Design published the book The
Third Teacher, which focuses on the idea of the environment as the third teacher. Through the years VS America
has expanded with more showrooms across the U.S. (Charlotte, Michigan, and Houston), and opened a Charlotte
warehouse (2017) and Houston warehouse (2019).
Page 11 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
4 Describe Offeror’s reputation in the marketplace.
4
People know that VS truly cares about students and teachers, and that VS actively works with scientists,
educators, school administrators, and designers in order to ensure their furniture solutions allow the school
environment to be truly agile learning spaces, while allowing students the freedom to move to fully develop.
Partners, customers, and prospects understand VS is at the forefront of the agile learning furniture movement,
pushing the limits to change the way classrooms function. And above all, people know that VS places the utmost
importance on movement for student health.
4 Describe Offeror’s reputation of products and services in the marketplace.
5
In the marketplace, VS’ furniture means agility, ergonomic, quality, and durability. As soon as people try VS
furniture, they can clearly understand how the furniture is built with the well-being of students always at the core –
from chairs available in six different sizes so students of all ages can find their perfect fit, to desks that can easily
be moved into countless formations to fit the lesson plan. And when students are comfortable and able to move, it
drives their engagement and learning.
4 Describe the experience and qualifications of key employees.
6
• Claudius Reckord, CEO of VS America, started at VS Germany in 1996, becoming Export Manager in 1997. He
founded VS America in 2003, focusing on ergonomic furniture and innovative space concepts. • Mark Harvey, CFO
since 2019, leads Accounting, Finance, Operations, IT, and HR, initiating a major ERP system that streamlined
data processes. His 14-year tenure at Continental Tire enhanced financial and operational dynamics. • Christine
DeBrot joined VS America in 2004, becoming Education Division Manager in 2015 and National Sales Manager by
2018. In 2023, she was appointed Sales Director for Michigan. • Craig Harvey started with VS as a Marketing
Coordinator in 2010, later becoming a Territory Manager and then moving into Business Development for the
sales team, and most recently became a Regional Sales Director in 2023, managing multiple regions. • Karina
Kentsis, starting as Territory Manager in 2018, advanced to Regional Sales Director in 2023, overseeing several
key areas.
4 Authorized Distributors/Dealers Listing
7 Provide a current Authorized Distributors/Dealers Listing. Provide the names and addresses of each authorized
distributor/dealer by geographical area. Do not include certification documents with response. Participating
agencies may obtain certification documents upon request.
1. Propose the frequency of authorized distributor/dealer updates.
2. How are participating public agencies able to confirm who are the Authorized Distributors/Dealers for the
contract offering?
VS plans to add authorized dealers monthly. Public agencies can verify authorized distributors/dealers for contract
offerings by consulting their Territory Manager, Inside Sales Coordinator, or by checking the VS America landing
page on the OMNIA Partners website. Please refer to our full authorized dealer listing on the “Response
Attachments” tab under “Other Attachments” of the submittal.
4 Describe Offeror’s experience working with the government sector.
8
VS does not have a GSA contract.
4 Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers
9 and directors.
None
Page 12 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
5 References
0 Provide a minimum of 3 customer references relating to the products and services within this RFP. Include entity
name, contact name and title, contact phone and email, city, state, years serviced, description of services and
annual volume.
1. Entity Name: Marshall Public Schools Contact Name and Title: Rebecca Jones, Superintendent Contact Phone
#: 269-781-1250 Contact Email: Rjones@marshallpublicschools.org City, State: Marshall, Michigan Years
Serviced: Since 2012 Description of Services: Classroom Furniture Annual Volume: Annual volume varies and is
dependent upon project by project basis. Estimated volume in 2024: $2.1 million 2. Entity Name: Walled Lake
Consolidated Schools Contact Name and Title: Catherine Kochanski, Assistant Superintendent Contact Phone #:
248-956-2000 Contact Email: catherinekochanski@wlcsd.org City, State: Walled Lake, Michigan Years Serviced:
Since 2018 Description of Services: Classroom Furniture Annual Volume : Annual volume varies and is dependent
upon project by project basis. Estimated volume in 2024: $908K 3. Entity Name: Gary Community School
Corporation Contact Name and Title: Toni Mitchell, Federal Programs – ESSER Project Manager Contact Phone
#: 219-292-7822 ext. 91517 Contact Email: tmitchell@garycsc.k12.in.us City, State: Gary, Indiana Years
Serviced: Since 2022 Description of Services: Classroom Furniture Annual Volume: Annual volume varies and is
dependent upon project by project basis. Estimated volume in 2024: $122K
5 Value Add
1 Provide any additional information related to products and services Offeror proposes to enhance and add value to
the Contract.
VS supports customers with a variety of services: • Pilot classrooms allow customers to test products in a
classroom setting before purchasing. • Experience Days and other events enable customers to interact with
experts and peers. Topics include student well-being, ergonomics, child development through movement, and
adapting space to lesson plans, along with product demonstrations. • Experts are available to aid customers in
decision-making. • A dedicated Space Planning team helps create layouts and floorplans for individual rooms or
entire schools during the sales process. • Case studies, videos, blogs, white papers, and more provide insights on
the impact of agile furniture, showcasing examples of product use and strategies in learning spaces. • Professional
Development services ensure staff are comfortable using their new furniture.
5 Value Add
2 Furniture and related products not noted in categories can be included as a Value Add, include any fees such as
installation, delivery options, setup/cleaning, design/layout, custom, special orders, etc.
5 Competitive Range
3 It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make
this determination. Responses not in the competitive range will not receive further award consideration. Region 4
ESC may determine establishing a competitive range is not necessary.
5 Past Performance
4 An Offeror's past performance and actions are relevant in determining whether or not the Offeror is likely to provide
quality goods and services; the administrative aspects of performance; the Offeror's history of reasonable and
cooperative behavior and commitment to customer satisfaction; and generally, the Offeror's businesslike concern
for the interests of the customer may be taken into consideration when evaluating proposals, although not
specifically mentioned in the RFP.
5 Additional Investigations
5 Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the
capability of any Offeror.
5 Supplier Response
6 Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's
qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.
Page 13 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
5 Brief history and description of Supplier to include experience providing similar products and
7 services.
VS America, Inc. provides adaptable and ergonomic educational furniture solutions which allow for the creation of
agile learning environments. VS America originates from a history of ergonomic innovation that dates back to 1898
with VS in Germany, the leading manufacturer of educational furniture. Built around the student’s learning
experience, VS’ ergonomic, flexible, and mobile products empower students to engage their senses while learning,
creating heightened focus, stronger motivation, and a sense of well-being.
5 Total number and location of salespersons employed by Supplier.
8
VS America employs a total of 20 sales professionals, consisting of 17 Territory Managers and 3 Sales Directors.
Our sales team is strategically positioned across various locations to effectively cover key markets. These
locations include Canada, Rhode Island, California, Texas, Virginia, Colorado, New York, North Carolina, Georgia,
Michigan, Illinois, Indiana, Florida, Washington, and Pennsylvania.
5 Number and location of support centers (if applicable) and location of corporate office.
9
• Three showrooms: Charlotte, Houston, and Grand Rapids • Three warehouses: Charlotte (100,000 sq ft),
Houston (80,000 sq ft), and Nashville (144,000 sq ft) • Corporate office/headquarters: Charlotte, NC
6 Annual sales for the three previous fiscal years.
0
$80900000
6 Annual sales for the three previous fiscal years.
1
$84600000
6 Annual sales for the three previous fiscal years.
2
$66000000
6 Describe any green or environmental initiatives or policies.
3
VS is a member of the UN Global Compact initiative, and as such has pledged to act as a role model in the
observance and constant monitoring of ethical, social, and ecological business standards. The company has
adopted a long-term strategy geared towards sustainability. »Longevity of VS furniture as an ecological principal
»Environmentally friendly modern production techniques »Solvent-free paints for wood and steel »Use of
regenerative energy through a large-scale solar energy plant on VS facility roofs in Germany »Close to 80% of
energy used at VS Germany is self-produced
6 Diversity Programs
4 Describe any diversity programs or partners supplier does business with and how Participating Agencies may use
diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity
program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.
VS is committed to promoting diversity within our operations and across our partnerships. We have established
partnerships with numerous MWBE certified dealers offering both sales and installation services for our products
throughout the United States. These partnerships are upheld by certifications from respected bodies like the
National Minority Supplier Development Council (NMSDC) and the Women's Business Enterprise National Council
(WBENC). A detailed list of our certified dealers and copies of their certifications are available upon request.
Participating Agencies can utilize these MWBE certified dealers via the Master Agreement to achieve their diversity
procurement goals. Engaging with our MWBE certified dealers through the Master Agreement does not affect the
pricing structure. We ensure that all our pricing remains competitive and transparent, regardless of the dealer’s
MWBE status.
Page 14 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
6 Minority Women Business Enterprise
5
Yes
No
6 If yes, list certifying agency:
6
No response
6 Small Business Enterprise (SBE) or Disadvantaged Business Enterprise
7
Yes
No
6 If yes, list certifying agency:
8
No response
6 Historically Underutilized Business (HUB)
9
Yes
No
7 If yes, list certifying agency:
0
No response
7 Historically Underutilized Business Zone Enterprise (HUBZone)
1
Yes
No
7 If yes, list certifying agency:
2
No response
7 Other recognized diversity certificate holder
3
Yes
No
7 If yes, list certifying agency:
4
No response
7 Contractor Relationships
5 List any relationships with subcontractors or affiliates intended to be used when providing services and identify if
subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying
agency.
VS America collaborates with a network of authorized dealers who manage both the sales and installation of our
furniture products. These dealers function as independent retailers and installers, engaging directly with end
users. Consequently, we do not employ subcontractors for any services, including installation. All installation tasks
related to our furniture sales are handled exclusively by our authorized dealers, who are a vital part of our
distribution network yet maintain their operational independence. Furthermore, while our authorized dealers have
the option to obtain certifications as minority-owned businesses, such certifications are managed independently
and are not mandated by our corporate policies, though we highly encourage them.
Page 15 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
7 Describe how supplier differentiates itself from its competitors.
6
VS differentiates itself from competitors by always focusing first and foremost on the health and well-being of
students. Taking care of students is at the heart of it all – and at VS, we know that learning spaces have a long-
term impact on students’ physical, mental, and social well-being. Scientific studies show that rigid chair-table
combinations lead to serious pressures on physical and mental development and health. Constantly sitting still
leads to a standstill, physically and mentally. VS partners with researchers, scientists, and architects when creating
new furniture, ensuring it allows students to move to develop fully, and to help create stimulating learning spaces.
With VS’ ergonomic, agile furniture, students can sit dynamically and experience physical, mental, and
developmental benefits. VS’ agile furniture gives educators the freedom to easily create spaces for every type of
learning style, and these spaces can easily be configured for any need. This agility means that whatever new
challenges or opportunities the future brings, learning spaces can be reconfigured to meet them. VS is
recognized as the industry leader in product quality, design, safety, usability, and ergonomics with over 125 years
of experience.
7 Litigation, Bankruptcy or reorganization
7 Describe any present or past litigation, bankruptcy or reorganization involving supplier.
None
7 Felony Conviction Notice
8 Indicate if the supplier:
is a publicly held corporation and this reporting requirement is not applicable;
is not owned or operated by anyone who has been convicted of a felony; or
is owned or operated by and individual(s) who has been convicted of a felony and provide the names and
convictions.
Yes
No
7 Debarment or suspension actions
9 Describe any debarment or suspension actions taken against supplier.
None
8 Distribution, Logistics
0 Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance
of line. Describe the full line of products and services offered by supplier.
VS offers tables, desks, chairs, stools, soft seating, storage, and more. Through the QuickShip program, in-stock
bestselling furniture is available fast and ships from the U.S. in 10 days or less. This program was built to help any
last-minute customer needs and is constantly being updated and expanded. The VS team works closely with
customers to help them select the best furniture for their space, the ages of the students, and their goals. VS
hosts events throughout the year so customers can interact with experts and peers in their field, learn more about
ergonomics, and get hands-on product demonstrations. VS also has a dedicated Space Planning team that helps
create layouts and floorplans for individual rooms and whole schools as needed during the process.
Page 16 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
8 Distribution
1 Describe how supplier proposes to distribute the products/service nationwide. Include any states where products
and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.
VS America, Inc. operates a robust network of facilities across the United States to ensure efficient delivery and
support for Members regardless of geographic location. We offer this contract across all 50 states, utilizing
multiple delivery methods to accommodate our clients' preferences. Our comprehensive approach ensures optimal
routing for each order, determined by a dedicated team consisting of leaders from inside sales, warehousing, and
logistics. For larger orders near ports with short lead times, we may utilize container delivery via dray operations.
For smaller or geographically distant orders where dray operations are less cost-effective, we may opt for delivery
after cross-docking through our warehouse. This method is also preferred when orders are received early, and we
pre-produce as part of production planning or risk mitigation for hard-to-reach areas. We have dedicated
brokerage teams and best-in-class operational teams for both dray operations and domestic trucking, including
LTL. Additionally, we can broker our own domestic freight and have extensively used this approach for intermodal
transports. Our own fleet of box trucks and sprinter vans can also be deployed when necessary. For smaller
claims-related parts or single item purchases, FedEx or UPS may be used to ensure timely and secure delivery.
We also offer warehouse pickup options for Members who prefer to manage their own logistics, allowing them to
collect their orders directly from our facilities. Through this flexible and adaptive approach to shipping and
handling, VS America, Inc. is committed to providing efficient and reliable delivery options tailored to the unique
needs and preferences of each client. See additional information in the 'fulfillment channels' section. In addition to
our comprehensive delivery services, VS America, Inc. also offers professional installation to ensure that products
are set up correctly and efficiently. All installation work is performed by properly trained installers who adhere to
our specifications and requirements. Our company, either directly or through authorized dealers, completes over
$80 million in installations throughout the U.S. annually, demonstrating our extensive experience in this field. We
develop and coordinate a work schedule with the Member to ensure timely and efficient completion of the
installation. VS America, Inc. or our authorized dealers accept responsibility for all aspects of receiving, uncrating,
inspection, assembly when necessary, and installation. Our products, assembled by professional craftsmen at our
factory in Germany, offer exceptional quality, low claims rates, and ease of installation on job sites. This helps
ensure that all furniture and components are installed on time and correctly. Although this is rarely necessary due
to our fully assembled approach, if needed, VS America, Inc. will provide all necessary fasteners, fittings,
hardware, anchors, or other miscellaneous items required for successful installation. Furthermore, our approach
reduces packing and other waste, which are ultimately removed from the site. We maintain a clean and orderly job
site, free from accumulation of refuse, scrap materials, and debris at all times. Member dumpsters will not be used
for disposal of these materials unless approval is provided by the Member. Finally, our team will perform field
measurements at all locations for new furniture, including required clearance and power locations, to ensure
proper fit, code compliance, alignments, and clearances. We will do this prior to shop drawing and final order
submissions. Our company will supervise and direct the work, taking sole responsibility for all construction
requirements, methods, techniques, sequences, and procedures. We will coordinate all portions of the installation
work under the contract.
8 Distribution
2 Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all
distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how
Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.
Participating Agencies can place orders directly through our Inside Sales Department. All prices displayed and
quoted are in strict accordance with the Master Agreement. Additionally, we partner with a network of authorized
dealers who are contractually obligated to adhere to the Master Agreement pricing. To ensure compliance, we
conduct thorough audits and reviews with our authorized dealers, verifying that they consistently apply the correct
pricing through copies of end user purchase orders. VS America, Inc. also performs regular internal audits to
verify that the Master Agreement pricing is correctly implemented across all regions. Our auditing process includes
spot checks of orders placed through various channels, including direct sales and those handled by our
authorized dealers. This ensures consistency and accuracy in pricing for all Participating Agencies. Furthermore,
we maintain transparency and accountability through detailed invoicing and reporting. Participating Agencies
receive invoices that clearly outline the pricing for each item purchased, reflecting the application of the Master
Agreement pricing. This enables agencies to independently verify compliance.
Page 17 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
8 Logistics
3 Identify all other companies that will be involved in processing, handling or shipping the products/services to the
end user.
Please refer to our full authorized dealer listing on the “Response Attachments” tab under “Other Attachments” of
the submittal. Shipping from our U.S. warehouses is handled by Recon Logistics with various transportation
partners. International shipments are handled by a bid-awarded freight forwarder on an annual basis.
8 Logistics
4 Provide the number, size and location of Supplier's distribution facilities, warehouses and retail networks as
applicable.
VS America, Inc. operates a robust network of facilities across the United States to ensure efficient delivery and
support for Member regardless of geographic location. By leveraging seasonal and flex spaces, as well as the
capabilities of our network of authorized dealers, we are able to maintain a broad yet cost-efficient approach. 1.
Our primary facility is located in Charlotte, NC, and spans approximately 100,000 square feet. This location serves
as a hub for cross-docking, claims processing, assembly, and stock. 2. In Houston, TX, we operate a facility of
approximately 80,000 square feet, which is utilized for cross-docking, assembly, and stock. 3. We utilize a 3PL flex
space in Nashville, IL, offering up to 144,000 square feet for cross-docking, assembly, and stock. 4. It is also
important to note that various authorized dealers have warehousing capabilities outside of our control, which can
be leveraged to support the requirements under this contract as needed.
8 Marketing and Sales
5 Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to
immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to
supplier’s teams nationwide, to include, but not limited to:
Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy
within first 10 days.
Training and education of Supplier's national sales force with participation from the Supplier's executive
leadership, along with the OMNIA Partners team within first 90 days.
90-day plan (sales) Since VS is currently on the OMNIA Partners purchasing agreement, the sales team is already
aware of how the relationship works and actively promotes the partnership with their dealer partners, customers,
and prospective customers. In keeping with this, here is our plan starting with the awarded month and moving
forward: » Awarded month: Executive leadership to announce the award to the entire VS team so each
department can carry out their respective parts of the Master Agreement. » Awarded month: Connect with sales
team to announce the award/purchasing agreement, and dive into details on sales call with the entire sales team
o Head of sales to lead the call, can coordinate with OMNIA Partners sales contact as well » Awarded month:
Ensure the entire sales team understands the power of the purchasing agreement and their contacts at OMNIA
Partners, and that they will continue to actively promote the partnership with their partners, customers, prospects.
» Awarded month: Announce the new awarded purchasing agreement in VS’ internal newsletter (external
announcement in C below) » Awarded month and beyond: Continue to work with OMNIA Partners contacts to
increase strength of partnership, keep training any new sales reps as they join VS about the importance of the
purchasing agreement.
Page 18 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
8 90-day Plan
6 Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to
market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of
Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited
to:
Creation and distribution of a co-branded press release to trade publications
Announcement, Master Agreement details and contact information published on the Supplier’s website within
first 90 days.
Design, publication and distribution of co-branded marketing materials within first 90 days
Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI
Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and
supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA
Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier
commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual
Forum, as directed by OMNIA Partners.
Design and publication of national and regional advertising in trade publications throughout the term of the
Master Agreement
Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral
pieces, presentations, promotions, etc.)
Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
•OMNIA Partners standard logo;
•Copy of original Request for Proposal;
•Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
•Summary of Products and pricing;
•Marketing Materials
•Electronic link to OMNIA Partners’ website including the online registration page;
•A dedicated toll-free number and email address for OMNIA Partners
90-day plan (marketing) Since VS is currently on the OMNIA Partners purchasing agreement, the marketing team
works closely with the OMNIA Partners marketing contact to discuss promotions and ways to distribute information
to customers, partners, and prospects. In keeping with this, here is our plan starting with the awarded month and
moving forward: » Awarded month: Continue to keep the OMNIA Partners logo and the purchasing agreement
details prominent in all customer newsletters, with a focused announcement in the awarded month around the new
awarded purchasing agreement » Awarded month: Connect with OMNIA Partners marketing contact to discuss
any updates needed to current co-branded materials (or new materials needed), website pages dedicated to
OMNIA Partners, co-branded press release, and other items » Awarded month and beyond o Continue to share
VS newsletters, advertisements, case studies, and other information with OMNIA Partners, so they can be added to
the VS area on the OMNIA Partners website o Work with OMNIA Partners on future promotions, covering
communications across sales calls, emails, social media, and more o Work with OMNIA Partners on various
national and regional trade shows, including exhibiting at the NIGP Annual Forum
Page 19 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
8 Transition
7 Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement
available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national)
Supplier holds and describe how the Master Agreement will be positioned among the other cooperative
agreements.
VS America currently leverages the OMNIA Partners contract as our primary go-to-market strategy for furniture
sales across various states and regions in the U.S. This contract serves as our preferred method for engaging
with public agency customers due to its national reach and ease of use. However, we recognize that specific states
or districts have unique preferences or requirements that require local cooperative contracts. To facilitate a
smooth transition for public agency customers to the Master Agreement offered through OMNIA Partners, we are
taking the following approach: » Our first step is to thoroughly assess the needs of each customer. We recognize
that each agency's requirements and contractual preferences are unique. Our team is set to engage directly with
customers, detailing the advantages of the Master Agreement and demonstrating how it can align with their
specific procurement needs more effectively. » Recognizing the diverse needs across the U.S., currently VS has
cooperative contracts with MHEC, Ed-Data, ESCNJ, COSTARS, and KCDA, as well as state-specific contracts in
these states: New York, South Carolina, North Carolina, Connecticut, California, Pennsylvania, Mississippi,
Kentucky, Georgia, and Florida. We are prepared to tailor transition plans that respect local preferences and legal
requirements. These plans will address and adhere to any existing obligations and ensure that transitions are
compliant with local procurement regulations. » While we advocate for the benefits of the Master Agreement, we
will continue to support all existing cooperative/local contracts. This strategy guarantees that our customers retain
the flexibility to opt for the contract that best meets their ongoing strategies and needs.
8 Logo
8 Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for
reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners
logo will require permission for reproduction, as well.
Yes
No
8 Sales
9 Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide
and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners
logo. At a minimum, the Supplier’s sales initiatives should communicate:
Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
Best government pricing
No cost to participate
Non-exclusive
Yes
No
9 Training
0 Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should
include:
Key features of Master Agreement
Working knowledge of the solicitation process
Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
Knowledge of benefits of the use of cooperative contracts
Yes
No
Page 20 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
9 Responsibility
1 Provide the name, title, email and phone number for the person(s), who will be responsible for:
Executive Support
Marketing
Sales
Sales Support
Financial Reporting
Accounts Payable
Contracts
• Executive Support: Mark Harvey, CFO, m.harvey@vsamerica.com, 803-371-2860 • Marketing: Amanda Sullivan,
Marketing Manager, a.sullivan@vsamerica.com, 704-790-2001 • Sales: a. Karina Kentsis, Sales Director,
k.kentsis@vsamerica.com, 704-561-1186 b. Craig Harvey, Sales Director, c.harvey@vsamerica.com, 704-231-
1213 • Sales Support: Ashley Lance, Inside Sales Director, a.lance@vsamerica.com, 828-553-4821 • Financial
Reporting: Addison Shonts, Director of Accounting and Reporting, a.shonts@vsamerica.com, 704-790-2545 •
Accounts Payable: Trish England, AP Accountant, p.england@vsamerica.com, 704-790-2013 • Contracts: Yuri
Ahn, Sales Controller, y.ahn@vsamerica.com, 704-790-2017
9 Sales Force
2 Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-
level executive in charge of the sales team.
The 17 sales reps across the U.S. have the title of Territory Manager, and each one covers a specific territory,
handling all sales and sales support in those regions. The sales team management is run by two people: • Karina
Kentsis, Sales Director, k.kentsis@vsamerica.com, 704-561-1186 • Craig Harvey, Sales Director,
c.harvey@vsamerica.com, 704-231-1213 The following Sales Director is responsible solely for the Michigan
Territory: • Christine Debrot, Sales Director, c.debrot@vsamerica.com, 231-740-3935
9 Implementation
3 Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the
national program.
The VS sales team currently knows their counterpart at OMNIA Partners and will reach out to them to make a joint
effort when working with customers/prospects. Through marketing promotions (done with VS and OMNIA Partners),
the sales team has received leads in the past, and then they connected with their counterparts at OMNIA Partners
to follow-up with those leads.
Page 21 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
9 Program Management
4 Explain in detail how Supplier will manage the overall national program throughout the term of the Master
Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency
account set-up, timely contract administration, etc.
VS America has been on Region 4 ESC’s contract since 2015. As an experienced holder of this contract, we have
developed a robust strategy encompassing marketing, sales, account setup, and contract administration to
efficiently manage the program. • Continuous efforts are made to strengthen the brand’s presence through
targeted advertisements, content marketing, and providing case studies. • Our Marketing Manager, Amanda
Sullivan, regularly coordinates with OMNIA Partners to leverage their marketing platforms and resources, ensuring
our offerings are featured. • Our sales force is trained specifically on the nuances of the Master Agreement,
ensuring they can effectively communicate the benefits and compliance aspects of the contract. • We meet with
OMNIA Partners monthly to discuss contract compliance and strategies. • We utilize our ERP system for quick and
accurate data entry for account setup. We also have our dedicated Accountant, Amber Doran, who manages the
account setup process and ensures all necessary documentation and approvals are completed promptly. • We
conduct regular internal audits to ensure that we are in compliance with the terms and conditions of the Master
Agreement. • We have a robust ERP system that handles contract compliance. Additionally, we provide detailed
reports on a monthly basis to OMNIA Partners to ensure compliance and to highlight performance metrics. • We
maintain records of all transactions, communications, and contract-related activities for transparency and
accountability. • We have a dedicated team ready to handle inquiries, resolve issues, and provide assistance.
Both Mark Harvey, CFO, and Yuri Ahn, Sales Controller, are knowledgeable about contract terms and conditions
and are available to assist with any contract-related questions. • We seek continuous feedback from all
stakeholders to implement changes and enhancements to our processes and offerings.
9 Supplier's Customer List
5 State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10
Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for
each.
Public Agency Sales for 2023: Approximately $25.79 million Top 10 Public Agency Customers: 1. Public Agency
Customer: Jurupa Unified Public School District Total Purchases for 2023: $5.06 million Contact Name and Title:
Trenton Hansen, Superintendent Contact Email: JUSD.Superintendent@jusd.k12.ca.us Contact Phone: 951-360-
4168 2. Public Agency Customer: Lake Shore Public Schools Total Purchases for 2023: $2.18 million Contact
Name and Title: Dr. Joseph DiPonio, Superintendent Contact Email: jdiponio@lsps.org Contact Phone: (586) 285-
8480 3. Public Agency Customer: Walled Lake Consolidated Schools Total Purchases for 2023: $1.63 million
Contact Name: Dr. John Bernia, Superintendent Contact Email: LizaSovel@wlcsd.org Contact Phone: (248) 956-
2011 4. Public Agency Customer: Duneland School Corporation Total Purchases for 2023: $1.58 million Contact
Name: Chip Pettit, Superintendent Contact Email: cpettit@duneland.k12.in.us Contact Phone: 219-983-3600 5.
Public Agency Customer: South Montgomery Community School Corp. Total Purchases for 2023: $1.33 million
Contact Name: Dr. Stephanie Hofer, Superintendent Contact Phone: 765-866-0203 6. Public Agency Customer:
Albemarle County Schools Total Purchases for 2023: $1.07 million Contact Name: Dr. Matthew S. Haas,
Superintendent Contact Email: superintendentoffice@k12albemarle.org Contact Phone: 434-296-5826 7. Public
Agency Customer: Rockford Public Schools Total Purchases for 2023: $1.04 million Contact Name: Dr. Steve
Matthews, Superintendent Contact Email: SMatthews@rockfordschools.org Contact Phone: 616-863-6320 8.
Public Agency Customer: Fitzgerald Public Schools Total Purchases for 2023: $1.04 million Contact Name: Hollie
Stange, Superintendent Contact Email: holsta@myfitz.net Contact Phone: 586-757-1750 9. Public Agency
Customer: Chesapeake Public Schools Total Purchases for 2023: $1.01 million Contact Name: Dr. Jared A. Cotton,
Superintendent Contact Email: jared.cotton@cpschools.com Contact Phone: 757-547-0165 10. Public Agency
Customer: Greensburg Community Schools Total Purchases for 2023: $929K Contact Name: Tom Hunter,
Superintendent Contact Email: thunter@greensburg.k12.in.us Contact Phone: 812-663-4774
Page 22 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
9 System Capabilities and Limitations
6 Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of
payment, including description of multiple platforms that may be used for any of these functions.
VS America’s customers are assigned to a respective Inside Sales Project Coordinator who works with them from
order inception through delivery. Orders are fulfilled through one or more fulfillment methods (dropship from
factory, cross-dock through one of our U.S. warehouse facilities, or inventory). Once all products deliver, VS
America’s Accounting team works directly with the customer on invoicing to payment receipt. VS America currently
utilizes multiple platforms such as the Fiori order entry system (placing orders directly to our parent company),
Odoo ERP system (order entry/management, shipment tracking, invoicing, etc.), TMS portals (booking carriers to
shipment tracking), Sage (tracking of AR, AP, financial information, etc.) to help facilitate with our order
management.
9 Projected Sales Year One
7 Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that
Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement
(“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee
shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
$0
9 Projected Sales Year Two
8 Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that
Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement
(“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee
shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
$0
9 Projected Sales Year Three
9 Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that
Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement
(“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee
shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
$0
1 Attribute deleted as part of an Addendum
0
0
1 General Terms and Conditions
0 Respondent agrees to comply with the General Terms and Conditions provided as an attachment to this online bid
1
event. Any deviations to the General Terms and Conditions may be provided using the procedures set forth in the
attribute pertaining to deviations.
I certify compliance with this attribute.
Page 23 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Felony Conviction Notification
0 State of Texas Legislative Senate Bill No. 1 Section 44.034, Notification of Criminal History, Subsection (a), states “a
2
person or business entity that enters into an agreement with a school district must give advance notice to the
district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must
include a general description of the conduct resulting in the conviction of a felony”.
Subsection (b) states “a school district may terminate the agreement with a person or business entity if the district
determines that the person or business entity failed to give notice as required by Subsection (a), or misrepresented
the conduct resulting in the conviction. The district must compensate the person or business entity for services
performed before the termination of the contract”.
Subsection (c) states “this section does not apply to a publicly held corporation”.
Use the checkbox associated with this item to identify your status as it relates to this legal requirement.
Non-Felon - person/owner IS NOT a convicted felon
Not Applicable-firm is a publicly held corporation
Felon - person/owner IS a convicted felon
1 Name of Felon and Nature of Felony, if applicable
0 If response to previous attribute was "Felon - person/owner IS a convicted felon", vendor shall give the name of the
3
felon and details of conviction.
If you did not answer "Felon - person/owner IS a convicted felon" in the previous question, type "N/A" in the
respective field.
N/A
1 Criminal History Records Review of Certain Contract Employees
0 Texas Education Code Chapter §22.0834 requires that criminal history records be obtained regarding covered
4
employees of entities that contract with a school entity in Texas to provide services for that school entity
(“Contractors”) and entities that contract with school entity contractors (“Subcontractors”). Covered employees with
disqualifying criminal histories are prohibited from serving at a school entity. Contractors/Subcontractors contracting
with a school entity shall (1) maintain compliance with the requirements of Texas Education Code Chapter 22 to the
school entity; and (2) require that each of their subcontractors complies with the requirements of Texas Education
Code Chapter 22. Contractors performing work at a school entity in Texas must comply with these statutes.
Covered employees: Employees of a Contractor/Subcontractor who have or will have continuing duties related to
the service to be performed at a school entity and have or will have direct contact with students. The school entity
will be the final arbiter of what constitutes continuing duties and direct contact with students at their school.
I certify compliance with this attribute.
1 Historically Underutilized Business (HUB) Certification
0 Businesses that have been certified by the Texas Building and Procurement Commission (TBPC) or other qualified
5
agency as Historically Underutilized Business (HUB) entities are encouraged to indicate their HUB status when
responding to this proposal invitation. The electronic catalogs will indicate HUB certifications for vendors that
properly indicate and document their HUB certification on this form.
Select one of the available options:
OPTION A: My business has NOT been certified as HUB.
OPTION B: I certify that my business has been certified as a Historically Underutilized Business (HUB), and I
have/will upload the certification information into the "Response Attachments" Tab located in this online bidding
event.
OPTION A
OPTION B
Page 24 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Disclosure of Interested Parties
0 Texas state law requires the Disclosure of Interested Parties be filed with a public entity, including regional service
6
centers and school districts, for any contract which:
(1) requires an action or vote by the governing body; or
(2) has a value of $1 million or more; or
(3) for any services provided that would require an individual to register as a lobbyist under TX Gov’t Code Chapter
305.
NOTE: This form is not required if the vendor is a publicly-traded business entity, including a wholly-owned
subsidiary of the business entity (a company in which ownership is dispersed among the general public via shares
of stock which are traded via at least one stock exchange or over-the-counter market).
If you are required by law to submit this form, it must be completed online at the Texas Ethics Commission website.
Obtain a numbered certificate and click the link below to access the instructions and to complete this required form.
Upon completion, vendors required to submit the form must attach it to the proposal via the "Response
Attachments" Tab.
Click here to complete the form on the Texas Ethic Commission's 1295 Form webpage.
Please note: The District must verify receipt of all required 1295 forms received within 30 days on the Texas Ethics
Commission website. This verification does not indicate a contract award. Contract awards will be issued via direct
communication from the AISD Purchasing Department. A contract requiring a Disclosure of Interested Parties form is
voidable at any time if:
(1) the governmental entity or state agency submits to the business entity written notice of the business entity's
failure to provide the required disclosure; and
(2) the business entity fails to submit to the governmental entity or state agency the required disclosure on or
before the 10th business day after the date the business entity receives the written notice.
IF UNDER LAW YOU ARE EXEMPT FROM SUBMITTING THIS 1295 FORM, PROPOSERS MUST SUBMIT A
DOCUMENT THAT SHOWS PROOF OF THIS EXEMPTION.
ENTITY TYPES THAT ARE EXEMPT AND SHOULD ATTACH THIS PROOF ARE LISTED IN STATUE AS:
• a sponsored research contract of an institution of higher education;
• an interagency contract of a state agency or an institution of higher education;
• a contract related to health and human services if:
• the value of the contract cannot be determined at the time the contract is executed; and
• any qualified vendor is eligible for the contract;
• a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity;
• a contract with an electric utility, as that term is defined by Section 31.002, Utilities Code; or
• a contract with a gas utility, as that term is defined by Section 121.001, Utilities Code.
I certify compliance with this attribute.
Page 25 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Conflict of Interest Questionnaire
0 Region 4 Education Service Center (Region 4) is required to comply with Texas Local Government Code Chapter
7
176, Disclosure of Certain Relationships with Local Government Officers. House Bill 23 significantly changed
Chapter 176 as well as the required disclosures and the corresponding forms. As of September 1, 2015, any
vendor who does business with Region 4 or who seeks to do business with Region 4 must fill out the new Conflict of
Interest Questionnaire (CIQ) if a conflict of interest exists. A conflict of interest exists in the following situations:
1) If the vendor has an employment or other business relationship with a local government officer of Region 4 or a
family member of the officer, as described by section 176.003(a)(2)(A) of the Texas Local Government Code; or
2) If the vendor has given a local government officer of Region 4, or a family member of the officer, one or more
gifts with the aggregate value of $100, excluding any gift accepted by the officer or a family member of the officer if
the gift is: (a) a political contribution as defined by Title 15 of the Election Code; or (b) a gift of food accepted as a
guest; or
3) If the vendor has a family relationship with a local government officer of Region 4.
“Vendor” means a person who enters or seeks to enter into a contract with a local governmental entity. The term includes an agent of a vendor. The term
includes an officer or employee of a state agency when that individual is acting in a private capacity to enter into a contract. The term does not include a
state agency except for Texas Correctional Industries. Texas Local Government Code 176.001(7).
“Business relationship” means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a
connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal,
state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or
services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Texas Local
Government Code 176.001(3).
“Family relationship” means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity,
as those terms are defined by Subchapter B, Chapter 573, Government Code. Texas Local Government Code 176.001(2-a).
“Local government officer” means: (A) a member of the governing body of a local governmental entity; (B) a director, superintendent, administrator,
president, or other person designated as the executive officer of a local governmental entity; or (C) an agent of a local governmental entity who exercises
discretion in the planning, recommending, selecting, or contracting of a vendor. Texas Local Government Code 176.001(4).
Individuals serving as a Member of the Board of Directors, the Executive Director, Cabinet Members,
and other local government officers may be found at: https://www.esc4.net/about/about-region-4.
For additional information on Conflict of Interest Questionnaire, and the statutes that mandate it, please visit the
following links:
Texas Local Government Code, Section 176
Texas House Bill 23
A blank Conflict of Interest Questionnaire is available by clicking:
https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf.
If your firm is required to return a completed Conflict of Interest Questionnaire with your proposal submission, use
the "Response Attachments" Tab to upload the completed document.
I certify compliance with this attribute.
Page 26 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Entities that Boycott Israel
0 Pursuant to Chapter 2271 of the Texas Government Code, the Respondent hereby certifies and verifies that neither
8
the Respondent , nor any affiliate, subsidiary, or parent company of the Respondent , if any (the “Respondent
Companies”), boycotts Israel, and the Respondent agrees that the Respondent and Respondent Companies will not
boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and
include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to
penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business
in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) Respondent is not a sole proprietorship; (ii) with 10 or
more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or partially from public funds of the governmental entity.
I certify compliance with this attribute.
1 Foreign Terrorist Organizations
0 Section 2252.152 of the Texas Government Code prohibits Region 4 ESC from awarding a contract to any person
9
who does business with Iran, Sudan, or a foreign terrorist organization as defined in Section 2252.151 of the Texas
Government Code. Respondent certifies that it not ineligible to receive the contract.
I certify compliance with this attribute.
1 Firearm Entities and Trade Associations Discrimination
1 Respondent verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy,
0
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 the contract. If circumstances
relevant to this provision change during the course of the contract, Respondent shall promptly notify Region 4 ESC.
APPLICABILITY: This clause applies only to a contract that: (1) is between a governmental entity and a company with at least 10 full-time employees; and
(2) has a value of at least $100,000 that is paid wholly or partly from public funds of the governmental entity.
EXCEPTIONS: This clause is not required when a state Agency: (1) contracts with a sole-source provider; or (2) does not receive any bids from a company
that is able to provide the written verification required by Section 2274.002(b) of the Texas Government Code.
I certify compliance with this attribute.
1 Energy Company Boycott Prohibited
1 Respondent represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott
1
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,
Respondent shall promptly notify Region 4 ESC.
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) a “company” within the definitions of Section
2274.001(2) of the Tex. Gov’t Code; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or
partially from public funds of the governmental entity.
I certify compliance with this attribute.
1 Critical Infrastructure Affirmation
1 Pursuant to Government Code Section 2274.0102, Respondent certifies that neither it nor its parent company, nor
2
any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental
entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government
Code Section 2274.0103, or (2) headquartered in any of those countries.
EXCEPTION: Clause only applies to solicitations and contracts in which the contractor would be granted direct or remote access to or control of critical
infrastructure, as defined by Section 2274.0101 of the Texas Government Code, in this state, other than access specifically allowed for product warranty
and support purposes.
The Governor of the State of Texas may designate countries as a threat to critical infrastructure under Section 2274.0103 of the Texas Government Code.
Agencies should promptly add any country that is designated by the Governor to this clause.”
I certify compliance with this attribute.
Page 27 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Open Records Policy
1 All proposals, information and documents submitted are subject to the Public Information Act requirements
3
governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its
response, may be exempted from disclosure, the Offeror must specify page-by-page and line-by-line the parts of
the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not
confidential and will not be withheld. Any unmarked information will be considered public information and released, if
requested under the Public Information Act.
The determination of whether information is confidential and not subject to disclosure is the duty of the Office of
Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and
therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply
with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of
any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this
procurement process and to take precautions to safeguard trade secrets and other proprietary information.
Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC’s Open Records
Policy below:
OPTION A: We acknowledge Region 4 ESC’s Open Records Policy and declare that no information submitted with
this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act.
OPTION B: We declare the following information to be a trade secret or proprietary and exempt from disclosure
under the Public Information Act and these requested exemptions are uploaded into the "Response Attachments"
Tab located in this online bidding event.
(Note: Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include
detailed reasons to substantiate the exemption(s). Price is not confidential and will not be withheld. All information believed to be a trade secret or
proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that
information being considered public information and released, if requested under the Public Information Act.)
OPTION A - No proprietary information
OPTION B - Proprietary information marked
1 Consent to Release Proposal Tabulation
1 Notwithstanding anything explicitly and properly declared as Confidential or Proprietary Information to the contrary,
4
by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the District may publicly release,
including posting on the public Region 4 ESC and/or OMNIA Partners website(s), a copy of the proposal tabulation
for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), unit
price(s), hourly labor rate(s), or other specified pricing; and Vendor award notice information.
I certify compliance with this attribute.
Page 28 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Contracting Information
1 If Vendor is not a governmental body and
5
(a) this Agreement has a stated expenditure of at least $1 million in public funds for the purchase of goods or
services by REGION 4 ESC; or
(b) this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or
services by REGION 4 ESC in a fiscal year of REGION 4 ESC, the following certification shall apply;
otherwise, this certification is not required.
As required by Tex. Gov’t Code § 552.374(b), the following statement is included in the RFP and the Agreement
(unless the Agreement is
(1) related to the purchase or underwriting of a public security;
(2) is or may be used as collateral on a loan; or
(3) proceeds from which are used to pay debt service of a public security of loan):
“The requirements of Subchapter J, Chapter 552, Government Code, may apply to this RFP and Agreement and
the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or
intentionally fails to comply with a requirement of that subchapter.”
Pursuant to Subchapter J, Chapter 552, Texas Government Code, the Vendor hereby certifies and agrees to
(1) preserve all contracting information related to this Agreement as provided by the records retention
requirements applicable to REGION 4 ESC for the duration of the Agreement;
(2) promptly provide to REGION 4 ESC any contracting information related to the Agreement that is in the
custody or possession of the Vendor on request of REGION 4 ESC; and
(3) on completion of the Agreement, either
(a) provide at no cost to AISD all contracting information related to the Agreement that is in the custody
or possession of Vendor, or
(b) preserve the contracting information related to the Agreement as provided by the records retention
requirements applicable to REGION 4 ESC.
I certify compliance with this attribute.
1 Anti-Trust Certification Statement
1 Vendor affirms under penalty of perjury of the laws of the State of Texas that:
6
(1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation,
firm, partnership or individual (Company) listed below;
(2) In connection with this bid, neither I nor any representative of the Company have violated any provision of
the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
(3) In connection with this bid, neither I nor any representative of the Company have violated any federal
antitrust law; and
(4) Neither I nor any representative of the Company have directly or indirectly communicated any of the
contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or
individual engaged in the same line of business as the Company.
I certify compliance with this attribute.
1 Federal Rule (A) - Contract Term Violations
1 (A) Contracts for more than the simplified acquisition threshold currently set at $250,000 (2 CFR §200.320), which
7
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.
Pursuant to Federal Rule (A) above, when federal funds are expended by Region 4 ESC, Region 4 ESC reserves
all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of
breach of contract by either party.
I certify compliance with this attribute.
Page 29 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Federal Rule (B) - Termination Conditions
1 (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will
8
be effected and the basis for settlement. (All contracts in excess of $10,000)
Pursuant to Federal Rule (B) above, when federal funds are expended by REGION 4 ESC, REGION 4
ESC reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this
procurement process in the event of a breach or default of the agreement by Vendor, in the event vendor fails to:
(1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation,
contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the
contract and/or the procurement solicitation; (4) to the greatest extent authorized by law, if an award no longer
effectuates the program goals or priorities of the Federal awarding agency or REGION 4 ESC. REGION 4 ESC also
reserves the right to terminate the contract immediately, with written notice to vendor, for convenience, if REGION 4
ESC believes, in its sole discretion that it is in the best interest of REGION 4 ESC to do so. The vendor will be
compensated for work performed and accepted and goods accepted by REGION 4 ESC as of the termination date
if the contract is terminated for convenience of REGION 4 ESC. Any award under this procurement process is not
exclusive and REGION 4 ESC reserves the right to purchase goods and services from other vendors when it is in
the best interest of REGION 4 ESC.
I certify compliance with this attribute.
1 Federal Rule (C) - Equal Employment Opportunity
1 (C) Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted
9
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.”
It is the policy of REGION 4 ESC not to discriminate on the basis of race, color, national origin, gender, limited
English proficiency or disabling conditions in its programs. Vendor agrees not to discriminate against any employee
or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms,
conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age
(except where based on a bona fide occupational qualification), sex (except where based on a bona fide
occupational qualification) or race, color, religion, national origin, or ancestry. Vendor further agrees that every
subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination
in employment herein specified binding upon each subcontractor. Breach of this covenant may be regarded as a
material breach of the Contract.
Pursuant to Federal Rule (C) and the requirements stated above, when federal funds are expended by REGION 4
ESC on any federally assisted construction contract, the equal opportunity clause is incorporated by reference
herein.
I certify compliance with this attribute.
Page 30 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Federal Rule (D) - Davis Bacon Act/Copeland Act
2 (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime
0
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.
Pursuant to Federal Rule (D) above, when federal funds are expended by REGION4 ESC, during the term of an
award for all contracts and subgrants for construction or repair, the vendor will be in compliance with all applicable
Davis-Bacon Act provisions.
I certify compliance with this attribute.
1 Federal Rule (E) - Contract Work Hours and Safety Standards Act
2 (E) (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of
1
$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.
Pursuant to Federal Rule (E) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that
during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor
will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act.
I certify compliance with this attribute.
1 Federal Rule (F) - Rights to Inventions Made Under a Contract or Agreement
2 (F)If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or
2
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.
Pursuant to Federal Rule (F) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that
during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor
agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.
I certify compliance with this attribute.
Page 31 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Federal Rule (G) - Clean Air Act/Federal Water Pollution Control Act
2 (G) The Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-
3
1387), as amended—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).
When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process, the
vendor certifies that the vendor will be in compliance with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process in
excess of $100,000, the vendor certifies that the vendor is in compliance with all applicable standards, orders,
regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)),
Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental
Protection Agency Regulation, 40 CFR Part 15.
Pursuant to Federal Rule (G) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that
during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor
agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.
I certify compliance with this attribute.
1 Federal Rule (H) - Debarment and Suspension
2 (H) (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties
4
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.
Pursuant to Federal Rule (H) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that
during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor
certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas.
Vendor shall immediately provide written notice to REGION 4 ESC if at any time the vendor learns that this
certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
REGION 4 ESC may rely upon a certification of a vendor that the vendor is not debarred, suspended, ineligible, or
voluntarily excluded from the covered contract, unless REGION 4 ESC knows the certification is erroneous.
I certify compliance with this attribute.
Page 32 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Federal Rule (I) - Byrd Anti-Lobbying Amendment
2 (I) (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required
5
certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay
any person or organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose
any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the non-Federal award.
Pursuant to Federal Rule (I) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that
during the term and after the awarded term of an award for all contracts by REGION 4 ESC resulting from this
procurement process, the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti-
Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal
contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or
cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to
Report Lobbying”, in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction
imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
I certify compliance with this attribute.
1 Federal Rule (J) - Procurement of Recovered Materials
2 (J) When federal funds are expended by REGION 4 ESC, REGION 4 ESC and its contractors must comply with
6
section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental
Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials
practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item
exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2)
procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3)
establishing an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
Pursuant to Federal Rule (J) above, when federal funds are expended REGION 4 ESC, as required by the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the vendor certifies, by signing
this document, that the percentage of recovered materials content for EPA-designated items to be delivered or used
in the performance of the contract will be at least the amount required by the applicable contract specifications or
other contractual requirements.
I certify compliance with this attribute.
Page 33 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Federal Rule (K) - Prohibition on certain Telecom and Surveillance Service and Equipment
2 (K) Region 4 ESC, as a non-federal entity, is prohibited from obligating or expending Federal financial assistance,
7
to include loan or grant funds, to: (1) procure or obtain,
(2) extend or renew a contract to procure or obtain, or
(3) enter into a 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 a critical technology as part of any system. Covered telecommunications equipment is telecommunications
equipment produced Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities) and physical security surveillance of critical infrastructure and other national security purposes, and video
surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou
Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such
entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical
infrastructure, and other national security purposes detailed in 2 CFR § 200.216.
The Respondent certifies that it will not purchase equipment, services, or systems that use covered
telecommunications, as defined herein, as a substantial or essential component of any system, or as critical
technology as part of any system.
I certify compliance with this attribute.
1 Federal Rule (L) - Buy American Provisions
2 (L) As appropriate and to the extent consistent with law, REGION 4 ESC has a preference for the purchase,
8
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, when spending federal funds. Vendor agrees that the
requirements of this section will be included in all subawards including all contracts and purchase orders for work or
products under this award, to the greatest extent practicable under a Federal award. Purchases that are made with
non-federal funds or grants are excluded from the Buy American Act.
Vendor certifies that it is in compliance with all applicable provisions of the Buy American Act. Purchases made in
accordance with the Buy American Act must still follow the applicable procurement rules calling for free and open
competition.
“Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application
of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous
metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber;
and lumber.
I certify compliance with this attribute.
1 Federal Rule - Required Affirmative Steps for Small, Minority, And Women-Owned Firms for Contracts
2 Paid for with Federal Funds
9
When federal funds are expended by REGION 4 ESC, Vendor is required to take all affirmative steps set forth in 2
CFR 200.321 to solicit and reach out to small, minority and women owned firms for any subcontracting opportunities
on the project, including:
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; and
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.
I certify compliance with this attribute.
Page 34 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Federal Rule - Federal Record Retention
3 When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process, the
0
vendor certifies that it will comply with the record retention requirements detailed in 2 CFR §200.334. The vendor
further certifies that vendor will retain all records as required by 2 CFR §200.334 for a period of five (5) years after
grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and
all other pending matters are closed.
Vendor agrees that REGION 4 ESC, Inspector General, Department of Homeland Security, FEMA, the Comptroller
General of the United States, or any of their duly authorized representatives shall have access to any books,
documents, papers and records of Vendor, and its successors, transferees, assignees, and subcontractors that are
directly pertinent to the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The
right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion
relating to such documents. Vendor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed. Vendor agrees to provide the FEMA
Administrator or his authorized representative access to construction or other work sites pertaining to the work
being completed under the Contract.
I certify compliance with this attribute.
1 Federal Rule - Profit Negotiation
3 For purchases using Federal funds in excess of $250,000, REGION 4 ESC may be required to negotiate profit as a
1
separate element of the price. (See 2 CFR 200.324(b)).
When required by REGION 4 ESC, Vendor agrees to provide information relating to profitability of the given
transaction and itemize the profit margin as a separate element of the price.
I certify compliance with this attribute.
1 Federal Rule - Solid Waste Disposal Act
3 A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must
2
comply with section 6002 of the Sold 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 exceed $10,000; procuring
sold 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. (78 FR
78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014.)
Pursuant to this federal rule, when federal funds are expended by REGION 4 ESC, the vendor certifies that during
the term of all contracts resulting from this procurement process, the vendor agrees to comply with all applicable
requirements as referenced in this paragraph.
I certify compliance with this attribute.
Page 35 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Federal Rule - Never Contract with the Enemy – 2 C.F.R. § 200.215
3 When federal funds are expended by REGION 4 ESC for grant and cooperative agreements, or any contract
3
resulting from this procurement process, that are expected to exceed $50,000 within the period of performance, and
are performed outside of the United States, including U.S. territories, to a person or entity that is actively opposing
United States or coalition forces involved in a contingency operation in which members of the Armed Forces are
actively engaged in hostilities, REGION 4 ESC will terminate any grant or cooperative agreement or contract
resulting from this procurement process as a violation of Never Contract with the Enemy detailed in 2 CFR Part 183.
The vendor certifies that it is neither an excluded entity under the System for Award Management (SAM) nor
Federal Awardee Performance and Integrity Information System (FAPIIS) for any grant or cooperative agreement
terminated due to Never Contract with the Enemy as a Termination for Material Failure to Comply. AISD has a
responsibility to ensure no Federal award funds are provided directly or indirectly to the enemy, to terminate
subawards in violation of Never Contract with the Enemy, and to allow the Federal Government access to records to
ensure that no Federal award funds are provided to the enemy.
I certify compliance with this attribute.
1 Applicability to Subcontractors
3 Vendor agrees that all contracts it awards pursuant to this procurement action shall be bound by the terms and
4
conditions of this procurement action.
I certify compliance with this attribute.
1 Compliance with the Energy Policy and Conservation Act
3 When REGION 4 ESC expends federal funds for any contract resulting from this procurement process, Vendor
5
certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act
(42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).
I certify compliance with this attribute.
Page 36 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Indemnification
3 Acts or Omissions
6
Vendor shall indemnify and hold harmless Region 4, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES,
REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,
ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising
out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order
Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders
issued under the Contract.
Infringements
a) Vendor shall indemnify and hold harmless Region 4 and Customers, AND/OR THEIR EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims
involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or
intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS
CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER
OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’
FEES.
b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use
of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any
modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by
the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to
Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any
applicable license agreement.
c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or
potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and
expense; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or
(ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or
service so that Customer’s use is non-infringing.
Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity
a) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR
SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR’S AND VENDOR’S
EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT.
VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS,
INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS’ COMPENSATION. THE
CUSTOMER AND/OR REGION 4 SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR
OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR
WORKERS’ COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF
ANOTHER GOVERNMENTAL ENTITY CUSTOMER.
b) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, REGION 4 AND/OR THEIR
EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL
LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES, AND
EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN
ITS PERFORMANCE UNDER THIS CONTRACT, VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE
INCLUDING ATTORNEYS’ FEES.
I certify compliance with this attribute.
1 Excess Obligations Prohibited
3 Proposer understands that all obligations of Region 4 ESC under the contract are subject to the availability of state
7
funds. If such funds are not appropriated or become unavailable, the contract may be terminated by Region 4 ESC.
I certify compliance with this attribute.
1 Suspension and Debarment
3 Respondent certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared
8
ineligible, or otherwise excluded from participation in the contract by any state or federal agency.
I certify compliance with this attribute.
Page 37 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
1 Change in Law and Compliance with Laws
3 Proposer shall comply with all laws, regulations, requirements and guidelines applicable to a vendor providing
9
services and products required by the contract to the Region 4 ESC, as these laws, regulations, requirements and
guidelines currently exist and as amended throughout the term of the contract. Region 4 ESC reserves the right, in
its sole discretion, to unilaterally amend the contract prior to award and throughout the term of the contract to
incorporate any modifications necessary for compliance with all applicable state and federal laws, regulations,
requirements and guidelines.
I certify compliance with this attribute.
Page 38 of 38 pages Vendor: VS America, Inc. 24-01 Addendum 6
Appendix B
TERMS & CONDITIONS ACCEPTANCE FORM
Signature on the Offer and Contract Signature form certifies complete acceptance of the
terms and conditions in this solicitation and draft Contract except as noted below with
proposed substitute language (additional pages may be submited, if necessary). The
provisions of the RFP cannot be modified without the express written approval of Region 4
ESC. If a proposal is submitted with modifications to the draft Contract provisions that are
not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the
RFP shall prevail.
Check one of the following responses:
Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract.
(Note: If none are listed below, it is understood that no exceptions/deviations are taken.)
Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must
be clearly explained, reference the corresponding term to which Offeror is taking exception
and clearly state any proposed modified language, proposed additional terms to the RFP
and draft Contract must be included:
(Note: Unacceptable exceptions may remove Offeror’s proposal from consideration for
award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and
modifications and the decision shall be final.
If an offer is made with modifications to the contract provisions that are not expressly
approved in writing, the contract provisions contained in the RFP shall prevail.)
Section/Page Term, Condition, or Exception/Proposed Modification Accepted
Specification (For Region 4
ESC’s use)
Refer to 2nd and 3rd page of this PDF for full details
Section/Page Term, Condition, or Specification Exception/Proposed Accepted (For Region 4 ESC’s
Modification use)
Exhibit G Doc #1 Ownership Part II Stockholder Information We would like for the Part II
Disclosure Form Stockholder information to be
redacted for confidentiality
purposes.
Exhibit G Doc #5 Stockholder Stockholders We would like for the
Disclosure Certification “Stockholders” section to be
redacted for confidentiality
purposes.
Exhibit A Response for National Suppliers are required to pay an Please adjust the administrative
Cooperative Contract Administrative Fee of 3% of the fee from 3% to 2%. Please also
greater of then Contract Sales consider applying the 2%
1.2 Marketing, Sales, and under the Master Agreement and contract fee for product sales
Administrative Support Guaranteed Contract Sales under only and not for services.
this Request for Proposal.
Exhibit B Administrative An “Administrative Fee” shall be Please adjust the administrative
Agreement, Example defined and due to OMNIA fee from 3% to 2% and please
Partners, from Supplier in the remove the inclusion of services
Section: Administrative Fee, amount of ___ percent (%) from the admin fee.
Reporting & Payment (“Administrative Fee
Percentage”) multiplied by the
total purchase amount paid to
Supplier, less refunds and credits
on returns, for the sale of
products and/or services to
Principal Procurement Agency
and Participating Public Agencies
pursuant to the Master
Agreement (as amended from
time to time and including any
renewal thereof) (“Contract
Sales”). From time to time the
parties may mutually agree in
writing to a lower Administrative
Fee Percentage for a specifically
identified Participating Public
Agency’s Contract Sales.
Exhibit A Response for National Provide the Contract Sales (as VS America, Inc. has been
Cooperative Contract defined in Section 12 of the privileged to be on the Region 4
OMNIA Partners Administration ESC contract since 2015,
3.3 Marketing and Sales, section Agreement) that Supplier will consistently achieving year‐over‐
M. guarantee each year under the year sales growth. We are
Master Agreement for the initial committed to building on this
three years of the Master success with the new award.
Agreement (“Guaranteed However, we have decided not to
Contract Sales”). To the extent commit to a minimum guarantee
Supplier guarantees minimum for each year. Instead, we will
Contract Sales, the ensure that the administrative
Administrative Fee shall be fees stipulated in this contract
calculated based on the greater are based on actual sales
of the actual Contract Sales and performance.
the Guaranteed Contract Sales.
Appendix C, Doc #1
ACKNOWLEDGMENT AND АССЕРТANCE
OF REGION 4 ESC's OPEN RECORDS POLICY
OPEN RECORDS POLICY
All proposals, information and documents submitted are subject to the Public Information Act
requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror
believes its response, or parts of its response, may be exempted from disclosure, the Offeror
must specify page-by-page and line-by-line the parts of the response, which it believes, are
exempt and include detailed reasons to substantiate the exemption. Price is not confidential and
will not be withheld. Any unmarked information will be considered public information and released,
if requested under the Public Information Act.
The determination of whether information is confidential and not subject to disclosure is the duty
of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient
information to render an opinion and therefore, vague and general claims to confidentiality by the
Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4
ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is
advised to consult with their legal counsel concerning disclosure issues resulting from this
procurement process and to take precautions to safeguard trade secrets and other proprietary
information.
Signature below certifies complete acceptance of Region 4 ESC's Open Records Policy,
except as noted below (additional pages may be attached, if necessary).
Check one of the following responses to the Acknowledgment and Acceptance of Region 4
ESC's Open Records Policy below:
We acknowledge Region 4 ESC's Open Records Policy and declare that no information
submitted with this proposal, or any part of our proposal, is exempt from disclosure under
the Public Information Act.
X We declare the following information to be a trade secret or proprietary and exempt from
disclosure under the Public Information Act.
(Note: Offeror must specify page-by-page and line-by-line the parts of the response, which it
believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the
exemption(s). Price is not confident and will not be withheld. All information believed to be a trade
secret or proprietary must be listed. It is further understood that failure to identify such information,
in strict accordance with the instructions, will result in that information being considered public
information and released, if requested under the Public Information Act.)
5/20/2024 nat
Authorized Signature & Title
Appendix C, Doc #2
ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form
I affirm under penalty of perjury of the laws of the State of Texas that:
1. I am duly authorized to execute this Contract on my own behalf or on behalf of the company,
corporation, firm, partnership or individual (Company) listed below;
2. In connection with this proposal, neither I nor any representative of the Company has violated
any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter
15;
3. In connection with this proposal, neither I nor any representative of the Company has violated
any federal antitrust law; and
4. Neither I nor any representative of the Company has directly or indirectly communicated any
of the contents of this proposal to a competitor of the Company or any other company,
corporation, firm, partnership or individual engaged in the same line of business as the
Company.
Da
Company Coptact
VS America, Inc.
Signature
Yuri Ahn
Printed Name
Sales Controller
AddresS Position with Company
1940 Abbott Street
Official
Authorizing
Charlotte, NC 28203 Proposal
Mark Harvey
Printed Name
Phone 704-378-6500 CFO
Position with Company
Fax 704-378-6005
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2024-1163498
VS America Inc.
Charlotte, NC United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/20/2024
being filed.
Region 4 Education Service Center Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
RFP 24-01
Furniture installation and related services
Nature of interest
4
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is _______________________________________________________________, and my date of birth is _______________________.
My address is _______________________________________________, _______________________, _______, ______________, _________.
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in ________________________________________County, State of ________________, on the _____day of ___________, 20_____.
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.d378aba0
Appendix C, DOC # 4
Texas Government Code 2270 Verification Form
House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government
Code, provides that a governmental entity may not enter into a contract with a company without
verification that the contracting vendor does not and will not boycott Israel during the term of the
contract.
Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the
Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in
business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the
Texas Comptroller.
I, Mark Harvey as an authorized
representative of
VS America, Inc. a contractor
engaged by
Insert Name of Company
Region 4 Education Service Center, 7145 West Tidwell Road. Houston, TX 77092, verify by this
writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not
boycott Israel during the term of this contract, or any contract with the above-named Texas
governmental entity in the future.
Also, our company is not listed on and we do not do business with companies that are on the
Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found
at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf.
I further affirm that if our company's position on this issue is reversed and this affirmation is no
longer valid, that the above-named Texas governmental entity will be notified in writing within one
(1) business day and we understand that our company's failure to affirm and comply with the
requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract
termination without penalty to the above-named Texas governmental entity.
I swear and affirm that the above is true and correct.
AD
Signature of Named Authorized Company Representative
5/20/2024 Date
Form W-9 Request for Taxpayer Give form to the
(Rev. March 2024) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Intermal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information.
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.
1 Name of entity/Individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/dlsregarded
entity's name on line 2.)
VS America Inc
2 Business name/disregarded entity name, if different from above.
cee Specific Instructions on page 3.
Ja Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check 4 Exemptions (codes apply only to
only one of the following seven boxes. certain entitles, not individuals:
see instructions on page 3):
☐Individual/sole proprietor ☑C corporation S corporation Partnership Trust/estate
LLC. Enter the tax classification (C= C corporation, S = S corporation, P = Partnership) Exempt payee code (if any)
Print or typе.
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate Exemption from Foreign Account Tаx
box for the tax classification of its owner. Compliance Act (FATCA) reporting
Π Other (see instructions) code (if any)
3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as ils tax classification,
(Applies to accounts malntained
and you are providing this form to a partnership, trust, or estate in which you have an ownership Interest, check
outside the United States.)
this box if you have any forelgn pertners, owners, or beneficlaries. See Instructions. Π
5 Address (number, street, and apt. or sulte no.). See instructions. Requester's narne and address (optional)
1940 Abbott St Ste 501
6 City, state, and ZIP code
Charlotte NC 28203
7 List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Soclal security number
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a or
T7N. later.
Employer identification number
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and
Number To Give the Requester for quidelines on whose number to enter. 51-0469 322
Part II Certification
Under penalties of perjury, I certify that:
1.The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax retum, For real estate transactions, item 2 does not apply. For mortgage interest pald,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Signature of
Here U.S. peraon
Date 4/23/2024
General Instructions New line 3b has been added to this form. A flow-through entity is
required to complete this line to indicate that it has direct or indirect
Section references are to the Internal Revenue Code unless otherwise foreign partners, owners, or beneficiaries when it provides the Form W-9
noted. to another flow-through entity in which it has an ownership interest. This
Future developments. For the latest information about developments change is intended to provide a flow-through entity with information
related to Form W-9 and its instructions, such as legislation enacted regarding the status of its indirect foreign partners, owners, or
after they were published, go to www.lrs.gov/FormW9. beneficiaries, so that it can satisfy any applicable reporting
requirements. For example, a partnership that has any indirect foreign
What's New partners may be required to complete Schedules K-2 and K-3. See the
Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Line 3a has been modified to clarify how a disregarded entity completes
this line. An LLC that is a disregarded entity should check the Purpose of Form
appropriate box for the tax classification of its owner. Otherwise, it
should check the "LLC" box and enter its appropriate tax classification. An Individual or entity (Form W-9 requester) who is required to file an
information return with the IRS is giving you this form because they
Cat. No. 10231X Form W-9 (Rev. 3-2024)
VS
INSPIRED
2021
13th Communication on Progress
UN Global Compact
www.vs.de
Exhibit F
Federal Funds Certifications
FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should
be completed and retumed.
DEFINITIONS
Contract means a legal instrument by which a non-Federal entity purchases property or services needed to carry out the
project or program under a Federal award. The term as used in this part does not indlude a legal instrument, even if the
non-Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or
subaward
Contractor means an entity that receivesacontract as defined in Contract.
Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-
through entity and a non-Federal entity that, consistent with 31 U.S.C. 6302-6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal
awarding agency or pass-through entity to the non-Federal entity to carry out a public purpose authorized by a law of
the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federat government or
pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency
or pass-through entity and the non-Federal entity in carrying out the activity contemplated by the Federal award.
(c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or
(2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual;
(ii) A subsidy;
(ii) A loan;
(iv) A loan guarantee; or
(v) Insurance.
Federal awarding agency means the Federal agency that provides a Federal award directty to a non-Federal entity
Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non-Federal entity recaives directly from a Federal awarding agency or
indirectly fromapass-through entity, as described in § 200.101 Applicability, or
(2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non-Federal entity
receives directty from a Federal awarding agency or indirectty froma pass-through entity, as described in§
200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative
agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the
cost-reimbursement contract awarded under the Federal Acquisition Regulations.
(c) Federal award does not indlude other contracts that a Federal agency uses to buy goods or services from a
contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOS).
(d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement.
Version March 19. 2024
Non-Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit
organization that carries out a Federal award as a recipient or subrecipient.
Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHES,
that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest;
(b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.
Obligations means, when used in connection with a non-Federal entity's utilization of funds under a Federal award, orders
placed for property and services, contracts and subawards made, and simitar transactions during a given period that require
payment by the non-Federal entity during the same or a future period.
Pass-through entity means a non-Federal entity that provides a subaward to a subrecipient to carry out part of a Federal
program.
Recipient means a non-Federal entity that receives a Federal award directly from a Federal awarding agency to carry out
an activity under a Federal program. The term recipient does not include subrecipients.
Simplifled acquisition threshold means the dollar amount below which a non-Federal entity may purchase property or
services using small purchase methods. Non-Federal entities adopt small purchase procedures in order to expedite the
purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the
Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the
publication of this part, the simplified acquisition threshold is$250,000, but this threshold is periodically adjusted for inflation.
(Also see definition of § 200.67 Micro-purchase.)
Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a
Federal award received by the pass-through entity. It does not indude payments to a contractor or payments toan individual
that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, indluding an
agreement that the pass-through entity considers a contract.
Subreciplent means a non-Federal entity that receives a subaward froma pass-through entity to carry out part of a Federal
program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of
other Federal awards directty from a Federal awarding agency.
Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of
performance.
The following provisions may be required and apply when Participating Agency expends federal funds for any purchase
resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall
contain the following provisions.
52.204-24 Representation Regarding Certain Telecommunications and Video Survelllance Services or Equipment
(Oct 2020)
The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does
not provide covered telecommunications equipment or services as a part of its offered products or sarvices to the Government in
the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26,
Covered Telecommunications Equipment or Services-Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3.
Offeror Representations and Certifications-Commercial Items. The Offeror shall not complete the representation in paragraph
(d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or
any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the
provision at 52.204-26, or in paragraph (v)(2) (ii) of the provision at 52.212-3.
Version March 19, 2024
(a) Definitions. As used in this provision-
Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements,
reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the lause 52.204-25,
Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232)
prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a
contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as
a substantial or essential component of any system, or as critical technology as partof any system. Nothing in the prohibition shall
be construed to-
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the
facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into
any user data or packets that such equipment transmits or otherwise handles.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-
232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing
a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services
as a substantial or essential component of any system, or as critical technology as part ofany system. This prohibition applies to
the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a
Federal contract. Nothing in the prohibition shall be construed to-
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the
facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(i) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permitvisibility into
any user data or packets that such equipment transmits or otherwise handles.
(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM)
(https://www.sam.gov) forentities excluded from receiving federal awards for "covered telecommunications equipment or services".
(d) Representation. The Offeror represents that-
(1) It o will, will not provide covered telecommunications equipment or services to the Government in the performance
of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shallprovide the additional
disciosure information required at paragraph (e)(1) of this section if the Offeror responds "will in paragraph (d)(1) of this section;
and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that-
It o does, a does not use covered telecommunications equipment or sarvices, or use any equipment, system, or service
that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information
required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.
(e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1)of this provision. If the Offeror has responded "wil in the representation
in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer.
(i) For covered equipment-
(A) The entity that produced the covered telecommunications equipment (indlude entity name, unique entity
identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);
(B) A description of all covered telecommunications equipment offered (include brand; model number, such as
OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and
(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to
determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.
(i) For covered services
(A) If the service is related to item maintenance: A description of allcovered telecommunications services offered
(include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler
number; and item description, as applicable); or
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(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and
explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would
be permissible under the prohibition in paragraph (b)(1) of this provision.
(2) Disclosure for the representation in paragraph (d) (2) of this provision. If the Offeror has responded "does" in the
representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:
(i) For covered equipment-
(A) The entity thal produced the covered telecommunications equipment (incude entity name, unique entity
identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);
(B) A description of all covered telecommunications equipment offered (include brand; model number, such as
OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and
(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to
determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.
(ii) For covered services-
(A) If the service is related to item maintenance: A description of allcovered telecommunications services offered
(include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler
number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed
use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the
prohibition in paragraph (b)(2) of this provision.
52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or
Equipment (Aug 2020).
(a) Definitions. As used in this clause-
Backhaul means intermediate links between the core network, orbackbone network, and the small subnetworks atthe edge
of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or
wired (e.g., fiber optic, coaxial cable, Ethernet).
Covered foreign country means The People's Republic of China.
Covered telecommunications equipment or services means-
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (orany subsidiary
or affiliate of such entities);
(2) 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):
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary
of Defense, in consultation with the Director of 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.
Critical technology means-
(1) Defense artices or defense services inctuded on the United States Munitions List set forth in the International Traffic
in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;
(2) items induded on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration
Regulations under subchapter C of chapter VIl of title 15, Code of Federal Regulations, and controlled-
(i) Pursuant to multiateral regimes, including for reasons relating to national security, chemical and biological
weapons proliferation, nuclear nonproliferation, or missile technology, or
(i) For reasons relating to regional stability or surreptitious listening;
(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology
covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);
(4) Nudear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (retating to
export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of litle 7, Code ofFederal Regulations, part 121 of title 9 of such Code,
or part 73 of title 42 of such Code; or
Version March 19, 2024
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of
2018 (50 U.S.C. 4817).
Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow
the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider
A to a customer of telephone company 8) or sharing data and other information resources.
Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of
the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to indlude
an internal or third-party audit.
Roaming means cellular communications services (e.g., voice, video, data) received from avisited network when unable to
connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.
Substantial or essential component means any component necessary for the proper function or performance of a piece of
equipment, system, or service.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232)
prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a
contract to procure or obtain, any equipment, system, or sarvice 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. The Contractor is prohibited
from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or servicas
as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at
paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described
in FAR 4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-
232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, orextending or renewing
a contract, with an entity that uses any equipment, system, or service 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, unless an exception at
paragraph (c) of this dause applies or the covered telecommunication equipment or services are covered by a waiver described
in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether
that use is in performance of work under a Federal contract.
(c) Exceptions. This clause does not prohibit contractors from providing-
(1) A service that connects to the facitities of a third-party, such as backhaul, roaming, or interconnection arrangements;
or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or
packets that such equipment transmits or otherwise handles.
(d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or servicas used as a substantial or essential
component of any system, or as critical technology as part ofany system, during contract performance, or the Contractor is notified
of such by a subcontractor at any tier or by any other source, the Contractor shallreport the information in paragraph (d) (2) of this
clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the
case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery
contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for
any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected
orders in the report provided at httos://dibnet.dod.mil.
(2) The Contractor shali report the following information pursuant to paragraph (d) (1) of this clause
(i) Within one business day from the date of such identification or notification: the contract number; the order
number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity
(CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler
number); item description; and any readily available information about mitigation actions undertaken or recommended.
(ii)Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available
information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook
to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be
incorporated to prevent future use or submission of covered telecommunications equipment or services.
Version March 19, 2024
(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding
paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial
items.
The folowing certifications and provisions may be required and apply when Participating Agency expends federal funds for
any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, indluding small
purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement
provisions of Appendix II to Part 200, as applicable.
APPENDIX I TO 2 CFR PART 200
(A) Contracts for more than the simplifled acquisition threshold currently set at $250,000, which is the inflation
adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations
Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative,contractual, or legal remedies in
instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as
appropriate.
Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves
all rights and privteges under the applicable laws and regulations with respect to this procurement in the event of breach of
contract by either party.
Does offeror agree? YES AH Initials of Authorized Representative of
offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will
be effected and the basis for settiement. (All contracts in excess of $10,000)
Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves
the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event
of a breach or default of the agreement by Offeror as detailed in the terms of the contract.
Does offeror agree? YES MH Initials of Authorized Representative of
offeror
(C) Equal Employment Opportunity. Exceptas 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 CFR 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."
Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted
construction contract, the equal opportunity dause is incorporated by reference herein.
Does offeror agree to abide by the above? YES MH Initials of Authorized Representative of offeror
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). 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 prevalling wage determination issued by the Department of
Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the
Version March 19, 2024
acceptance of the wage determination. The non - Federal entity must report all suspected or reported violations to
the Federal awarding agency. Thecontracts 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 subreciplent 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. Thenon -Federal entity must report all suspected or reported
violationsto the Federal awarding agency.
Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for
all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act
provisions.
Does offeror agree? YES
MH Initials of Authorized Representative of offeror
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).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). Under40 U.S.C. 3702 of the Act,each contractormust be requiredto 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 atarate 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 conditlons 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.
Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be
in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an
award for all contracts by Participating Agency resulting from this procurement procass.
Does offeror agree? YES
H Initials ofAuthorized Representative of offeror
(F) Rights to Inventions Made Under a Contract or Agreement. 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 fim 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 agencу.
Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that
during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror
agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.
Does offeror agree? YES 士 Initials of Authorized Representative of offeror
(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-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 AirAct (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)
In the event Federal Transit Administration (FTA) or Departmentof Transportation (DOT) funding is used by Participating Pubic
Agency, Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FTA.
Version March 19, 2024
Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that
during the term of an award for all contracts by Participating Agency member resulting from this procurement process,
the offeror agrees to comply with allapplicable requirements as referenced in Federal Rule (G) above.
Does offeror agree? YES M Initiats of Authorized Representative of offeror
(H) Debarment and Suspension (Executive Orders 12549 and 12689)-Acontractaward (see 2 CFR 180.220) must not
be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in
accordance with the Executive Office of the President Office of Managementand Budget (OMB) guldelines at 2 CFR
180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and12689 (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 regulatoryauthority other
than Executive Order 12549.
Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that
during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror
certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, dedared inetigible, or
voluntarily excluded from parlicipation by any federal department or agency. If at any time during the term of an award the
offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded
from participation by any federal department or agency, the offeror will notify the Participating Agency.
Does offeror agree? YES
M Initials of Authorized Representative of offeror
(1) 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 disciose 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-Federalaward.
Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror certifies that
during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this
procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying
Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for
influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or
employee of Congress, or an employee ofa Member of Congress in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or wil be paid to any person for infuencing or attempting
to infuence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities, in accordance with its
instructions.
This certification is a material representation offact upon which reliance was placed when this transaction was made or entered
into. Submission of this cartification is a prerequisite for making or entering into this transaction imposed by Section 1352,
Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such faiture.
(3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shallrequire that the language
of this certification be included in all lower tier subcontracts, which exceed $100,000 and that allsuch subrecipients shallcertify
and disclose accordingly.
Version March 19, 2024
Does offeror agree? YES M4 Initials of Authorized Representative of offeror
RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror
certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that
offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees
submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are
closed.
Does offeror agree? YES H Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT
When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies
that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state
energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49
C.F.R. Part 18).
Does offeror agree? YES MH Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit
Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees
to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.
Purchases made in accordance with the BuyAmerica Act must still follow the applicable procurementrules calling forfree and
open competition. Additionally:
(1) The Contractor agrees to comply with 49 USC 5323() and 49 CFR Part 661, which provide that federal funds may not
be obligated unless steel, iron and manufaclured products used in FTA-funded projects are produced in the United
States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are
listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors,
computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or
storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or
microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling
stock are set out at 5323(j)(2)(C) and 49 CFR 661.11.
(2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTA-
funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed
Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier
subcontractors.
The following certificates titled FTAand DOT Buy America Certification should be completed and returned with the response
as part of FTA and DOT requirements.
FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT)-
BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK
CERTIFICATE OF COMPLIANCE
(select one of the two optians, NOT BOTH)
Certificate of Compliance with 49 USC §5323(0)
The proposer hereby certifies that it willcomply with the requirements of 49 U.S.C. 5323(), and the applicable regulations of
49 CFR 661.11.
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Check for YES: ☑
OR
Certificate of Non-Compliance with 49 USC §5323(0)
The proposer hereby certifies that it cannot comply with the requirements of49 U.S.C. 5323(j), but may qualify for an exception
to the requirement consistent with 49 U.S.C. 5323()(2)(C), and the applicable regulations in 49 CFR 661.7.
Check for YES:
FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT)-
BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS
CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH)
Certificate of Compliance with 49 USC §5323(1)(1)
The proposer hereby certifies that itwill comply with the requirements of 49 U.S.C. 5323()(1), and the applicable regulations in 49
CFR part 661.
Check for YES:
OR
Certificate of Non-Compliance with 49 USC $5323(J)(1)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception
to the requirement pursuant to 49 U.S.C. 5323(0)(2), as amended, and the applicable regulations in 49 CFR 661.7.
Check for YES:
Does offeror agree? YES h Initials of Authorized Representative of offeror
Offeror's Name: VS America, Inc.
Address, City, State, and Zip Code: 1940 Abbott Street, Charlotte, NC 28203
Phone Number: 803-371-2860
Fax Number:
Printed Name and Tite of Authorized Representative: Mark Harvey, CFO
Email Address: m.harvey@vsamerica.com
Signalure of Auhorized Rapresenlaive:
Dale: 5/20/2024
CERTIFICATION OF COMPLIANCE WITH BUY AMERICAN PROVISIONS
7 CFR Part 210.21 School Lunch Procurement.
The school food authority must include the following provisions in all cost reimbursable contracts, induding contracts with
cost reimbursable provisions, and in solicitation documents prepared to obtain offers for such contracts:
(i) Allowable costs will be paid from the nonprofit school food service account to the contractor net of all discounts,
rebates and other applicable credits accruing to or received by the contractor or any assignee under the contract, to the
extent those credits are allocable to the allowable portion of the costs billed to the school food authority;
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(i)
(A) The contractor must separately identify for each cost submitted for payment to the school food authority the amount
of that cost that is allowable (can be paid from the nonprofit school food service account) and the amount that is
unallowable (cannot be paid from the nonprofit school food service account); or
(B) The contractor must exclude all unallowable costs from its billing documents and certify that only allowable costs
are submitted for payment and records have been established that maintain the visibility of unallowable costs, including
directly associated costs in a manner suitable for contract cost determination and verification;
(ii) The contractor's determination of its allowable costs must be made in compliance with the applicable Departmental
and Program regulations and Office of Management and Budget cost circulars;
(iv) The contractor must identify the amount of each discount, rebate and other applicable credit on bils and invoices
presented to the school food authority for payment and individually identify the amount as a discount, rebate, or in the
case of other applicable credits, the nature of the credit. If approved by the State agency, the school food authority may
permit the contractor to report this information on a less frequent basis than monthly, but no less frequently than annually;
(v) The contractor must identify the method by which it will report discounts, rebates and other applicable credits allocable
to the contract that are not reported prior to conclusion of the contract; and
(vi) The contractor must maintain documentation of costs and discounts, rebates and other applicable credits, and must
furnish such documentation upon request to the school food authority, the State agency, or the Department.
Unless Supplier is exempt (See FAR 25.103), when authorized by statute or explicitly indicated by Participating Public
Agency, BuyAmerican requirements will apply where only unmanufactured construction material mined or produced in the
United States shall be used (see Subpart 25.6-American Recovery and Reinvestment Act-Buy American statute for
additional detalls).
CERTIFICATION OF ACCESS TO RECORDS-2 C.F.R. § 200.336
Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to
any documents, papers, or other records of offeror that are pertinent to offeror's discharge of its obligations under the
Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and
reasonable access to offeror's personnel for the purpose of interview and discussion relating to such documents.
Does offeror agree? YES Initials ofAuthorized Representative of offeror
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that allcontracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.
Does offeror agree? YES Initials of Authorized Representative of offeror
COMMUNITY DEVELOPMENT BLOCK GRANTS
Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may indlude
Federal Funding sources, incdluding Community Development Block Grant (CDBG) funds from the U.S. Department of Housing
and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements
enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized,
whichever is the more restrictive requirement.When using Federal Funding, Offeror shall comply with all wage and latest
reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract.
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Does offeror agree? YES Initials of Authorized Representative of offeror
Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances,as applicable.
It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as
specifically noted above.
Offeror's Name:
VS America, Inc.
Address, City, State, and Zip Code:
1940 Abbott Street, Charlotte, NC 28203
Phone Number: 803-371-2860 Fax Number:
Printed Name and Title of Authorized Representative:
Mark Harvey, CFO
Email Address:
m.harvey@vsamerica.com
Signature of Authprized Representative: 5/30/2024 Date:
AA
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FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS
Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where
products and services are needed forthe immediate and initial response to emergency situations such
as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage
decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By
submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special
Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities.
"Contract" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL
CONDITIONS is also referred to and defined as the "Master Agreement".
"Contractor" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL
CONDITIONS is also referred to and defined as "Supplier" or "Awarded Supplier".
Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration ofacontract
supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would
arise when the employee, officer, oragent, any member of his or her immediate family, his or her partner,
or an organization which employs or is about to employ any of these parties, has a financial or other
interest in or a tangible personal benefit from a fim considered for award. 2 C.F.R. § 200.318(c)(1); See
also Standard Form 424D, 7; Standard Fomm 424B, 3. i. FEMA considers a "financial interest" to be
the potential forgain or loss to the employee, officer, or agent, any member of his or her immediate
family, his or her partner, or an organization which employs or is about to employ any of these parties
as a result of the particular procurement. The prohibited financial interest may arise from ownership of
certain financial instruments or investments such as stock, bonds, or real estate, or from a salary,
indebtedness, job offer, or similar interest that might be affected by the particular procurement. ii. FEMA
considers an "apparent" conflict of interest to exist where an actual conflict does not exist, but where a
reasonable person with knowledge of the relevant facts would question the impartiality of the employee,
officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the
Participating Public Agency nor the Participating Public Agency ("NFE") must neither solicit nor accept
gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However,
NFE's may set standards for situations in which the financial interest is de minimus, not substantial, or
the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE's written
standards of conduct must provide for disciplinary actions to be applied for violations of such standards
by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a
NFE's employee may be dismissal, and the penalty for a contractor might be the termination of the
contract.
Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are
debarred or suspended, as described in and subject to the debarment and suspension regulations
implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689,
Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security's
regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension), must be rejected and
cannot receive contract awards at any level.
Notice of Legal Matters Affecting the Federal Government
In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to:
1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal
Govemment emerges, the Contractor shall promptly notify the Participating Public Agency of the
legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220.
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2) The types of legal matters that require notification include, but are not limited to, a major dispute,
breach, default, litigation, or naming the Federal Govemment as a party to litigation or a legal
disagreement in any forum for any reason.
3) The Contractor further agrees to include the above clause in each subcontract, at every tier,
financed in whole or in part with Federal assistance provided by the FTA.
Public Policy
A contractor must comply with the public policies of the Federal Govemment and state, local
govemment, or tribal govemment. This includes, among other things, past and current compliance with
the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts
supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV- 7
c. Applicable prevailing wage laws, regulations, and executive orders
Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:
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; and
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.
Bid Guarantee
For proposals that are to include construction/reconstruction/renovation and related services. bids must
be accompanied by Certified or Cashier's Check or an approved Bid Bond in the amount of not less
than five percent (5%) of the total bid. Surety shall provide a copy of the Power of Attomey authorizing
the Executing Agent the authority to execute the bid bond documents and bind the surety to the bid
bond conditions. The bid bond shall have a corporate Surety that is licensed to conduct business in the
state of the lead agency and authorized to underwrite bonds in the amount of the bid bond.
Prevailing Wage Reguirements
When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all
laws regarding prevailing wage rates including the Davis-Bacon Act, applicable to this solicitation and/or
Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the
applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor
and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public
Agency.
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Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below,
located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and
required when federal funding may be utilized.
2 C.F.R. $ 200.326 and 2 C.F.R. Part 200. Appendix II, Required Contract Clauses
1. CONTRACT REMEDIES
Contracts for more than the federal simplified acquisition threshold (SAT), the dollaramount below
which an NFE may purchase property or services using small purchase methods, currently set at
$250,000 for procurements made on or after June 20, 2018,4 must address administrative,
contractual, orlegal remedies in instances where contractors violate or breach contract terms and
must provide for sanctions and penalties as appropriate.
1.1 Applicability
This contract provision is required for contracts over the SAT, currently set at $250,000 for
procurements made on or after June 20, 2018. Although not required for contracts at or belowthe
SAT, FEMA suggests including a remedies provision.
1.2 Additional Considerations
For FEMA's Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty
clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation,
the contract must include a clause addressing that non-delivery by the contract's specified date or
other vendor nonperformance will require a penalty of no less than $100 per day until such time
that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This
penalty clause should, however, account for force majeure or acts of God. AFG recipients should
refer to the applicable year's Notice of Funding Opportunity (NOFO) foradditional information,
which can be accessed at FEMA.gov.
2. TERMINATION FOR CAUSE AND CONVENIENCE
a Standard. 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. See 2 C.F.R. Part 200, Appendix II(B).
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement
programs.
3. EQUAL EMPLOYMENT OPPORTUNITY
When applicable:
a Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet
the definition of "federally assisted construction contract" in 41 C.F.R.
§ 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b),
in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg.
12319, 12935, 3 C.F.R. 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
C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment
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Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C).
b. Key Definitions.
i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-
1.3 defines a "federally assisted construction contract" as any agreement or
modification thereof between any applicant and a person for construction work which
is paid for in whole or in part with funds obtained from the Govemment or borrowed
on the credit of theGovemment pursuant to any Federal program involving a grant,
contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal
program involving such grant, contract, loan, insurance, or guarantee, or any
application or modification thereof approved by the Govemment foragrant, contract,
loan, insurance, or guarantee under which the applicant itself participates in the
construction work.
li. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines "construction work"
as the construction, rehabilitation, alteration, conversion, extension, demolition or
repair of buildings, highways, or other changes or improvements to real property,
including facilities providing utility services. The term also includes the supervision,
inspection, and other onsite functions incidental to the actual construction.
c Applicability. This requirement applies to all FEMA grant and cooperative agreement
programs.
d Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of
the following contract clause.
During the performance of this contract. the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, gender identity, or
national origin. The 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 foms of compensation; and selection for
training, including apprenticeship. The contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or
on behalf of the 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) The contractor will not discharge or in any other manner discriminate against any
employee or applicantforemployment because such employee or applicant has inquired
about, discussed, ordisclosed 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
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part of suchemployee's essential job functions discloses thecompensation 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 the contractor's legal duty to fumish
information.
(4) The contractor will send to each labor union or representative of workers with which
he has a collective bargaining agreement orother contract or understanding, a notice to
be provided advising the said labor union or workers' representatives of the contractor's
commitments under this section and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
(5) The contractorwill 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) The contractor will fumish all information and reports required by Executive Order
11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of
Labor, or pursuant thereto, and will permit access to his books, records, and accounts by
the administering agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of
this contract or with any of the said rules, regulations, or orders, this contract may be
canceled, terminated, or suspended in whole or in part and the contractor may be
declared ineligible for further Govemment contracts or federally assisted construction
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) The contractor will include the portion of the sentence immediately preceding
paragraph (1) and 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. The
contractor will take such action with respect to any subcontract or purchase order as the
administering agency may direct as a means of enforcing such provisions, including
sanctions for noncompliance:
Provided, however, that in the event a contractor becomes involved in. or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the
administering agency, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
The applicant further agrees that it will be bound by the above equal opportunity clause
with respect to its own employment practices when it participates in federally assisted
construction work: Provided, That if the applicant so participating is a State or local
govemment, the above equal opportunity clause is not applicable to any agency,
instrumentality or subdivision of such govemment which does not participate in work on
or under the contract.
The applicant agrees that it will assist and cooperate actively with the administering
agency and the Secretary of Labor in obtaining the compliance of contractors and
subcontractors with the equal opportunity clause and the rules, regulations, and relevant
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orders of the Secretary of Labor, that it will fumish the administering agency and the
Secretary of Labor such information as they may require for the supervision of such
compliance, and that it will otherwise assist the administering agency in the discharge of
the agency's primary responsibility for securing compliance.
The applicant further agrees that it will refrain from entering into any contract or contract
modification subject to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Govemment contracts and
federally assisted construction contracts pursuant to the Executive Order and will carry
out such sanctions and penalties for violation of the equal opportunity clause as may be
imposed upon contractors and subcontractors by the administering agency or the
Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the
applicant agrees that if it fails or refuses to comply with these undertakings, the
administering agency may take any or all of the following actions: Cancel, terminate, or
suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from
extending any further assistance to the applicant under the program with respect to
which the failure or refund occurred until satisfactory assurance of future compliance has
been received from such applicant; and refer the case to the Department of Justice for
appropriate legal proceedings.
4. DAVIS-BACON ACT
a. Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal
entities must include a provisionforcompliance with the Davis-Bacon Act (40 U.S.C. §§ 3141-
3144 and 3146-3148) as supplemented by Department of Laborregulations at 29 C.F.R. Part
5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction). See 2 C.F.R. Part 200, Appendix Ii(D). 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.
b. Applicability. The Davis-Bacon Act applies to the Emergency Management Preparedness
Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal
Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant
Program.
c Requirements. If applicable, the non-federal entity must do thefollowing:
i. The non-Federal entity must place a copy of the curent 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.
il.
Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the
Davis-Bacon Act, must also includea provision for compliance with the Copeland
"Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor
regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public
Building or Public Work Financed in Whole orin Part by Loans or Grants from the
United States). The Copeland Anti- Kickback 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
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part of the compensation to which he or she is otherwise entitled. The non-
Federal entity must report all suspected or reported violations to FEMA.
iii. 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").
Suggested Language. The following provides a sample contract clause:
Compliance with the Davis-Bacon Act.
a All transactions regarding this contract shall be done in
compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and
3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be
applicable. The contractor shall comply with 40 U.S.C. 3141-
3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
b Contractors are 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.
c Additionally, contractors are required to pay wages not less than
once a week.
5. COPELAND ANTI-KICKBACK ACT
a Standard. Recipient and subrecipient contracts must 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").
b. Applicability. This requirement applies to all contracts for construction or repair work above
$2,000 in situations where the Davis-Bacon Actalso applies. it DOES NOT apply to the FEMA
Public Assistance Program.
C Requirements. If applicable, the non-federal entity must include a provision for compliance
with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department
of Labor regulations at 29 C.F.R. 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). 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 FEMA. Additionally, in accordance with the regulation,
each contractor and subcontractor must fumish each week a statement with respect to the
wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback
Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be
delivered by the contractor or subcontractor, within seven days after the regular payment
date of the payroll period, to a representative of a Federal or State agency in charge at the
site of the building or work.
Sample Language. The following providesasample contract clause:
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Compliance with the Copeland "Anti-Kickback" Act.
a. Contractor. The contractor shall comply with 18 U.S.C. §874, 40 U.S.C.
§ 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable,
which are incorporated by reference into this contract.
b Subcontracts. The contractor or subcontractor shall insert in any
subcontracts the clause above and such other clauses as FEMA may
by appropriate instructions require, and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor shall be responsible for the compliance by any
subcontractor or lower tier subcontractor with all of these contract
clauses.
C Breach. A breach of the contract clauses above may be grounds for
termination of the contract, and for debarment as a contractor and
subcontractor as provided in 29 C.F.R. §5.12."
6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
a
Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), 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 at 29 C.F.R. Part 5. See 2 C.F.R. Part
200, Appendix II(E). Under 40 U.S.C. § 3702, 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. Further, no laborer or
mechanic must be required to work in suroundings or under working conditions which
are unsanitary, hazardous, or dangerous.
b Applicability. This requirement applies to all FEMA contracts awarded by the non-federal
entity in excess of $100,000 under grant and cooperative agreement programs that involve
the employment of mechanics or laborers. It is applicable to construction work. These
requirements do not apply to the purchase of supplies or materials or articles ordinarily
available on the open market, or contracts for transportation or transmission of
intelligence.
C
Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause
language conceming compliance with the Contract Work Hours and Safety Standards
Act. FEMA suggests including the following contract clause:
Compliance with the Contract Work Hours and Safety Standards Act.
(1) Overtime requirements. No contractor or subcontractor contracting forany part of
the contract work which may require or involve the employment of laborers or mechanics
shall require or permit any such laborer or mechanic in any workweek in which he or she
is employed on such work to work in excess of forty hours in such workweek unless such
laborer or mechanic receives compensation at a rate not less than one and one-half
times the basic rate of pay forall hours worked in excess of forty hours in suchworkweek.
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(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation
of the clause set forth in paragraph (b)(1) of this section the contractor and any
subcontractor responsible thereforshallbe liable for the unpaid wages. In addition, such
contractor and subcontractor shall be liable to the United States (in the case of work
done under contract for the District of Columbia or a teritory, to such District or to such
teritory), for liquidated damages. Such liquidated damages shall be computed with
respect to each individual laborer or mechanic, including watchmen and guards,
employed in violation of the clause setforth in paragraph (b)(1) of this section, in the sum
of
$27 for each calendar day on which such individual was required or permitted to work in
excess of the standard workweek of forty hours without payment of the overtime wages
required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The Federal agency or
loan/grant recipient shall upon its own action or upon written request of an authorzed
representative of the Department of Labor withhold or cause to be withheld, from any
moneys payable on account of work performed by the contractor or subcontractor under
any such contract or any other Federal contract with the same prime contractor, or any
other federally-assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor
for unpaid wages and liquidated damages as provided in the clause set forth in
paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the
clauses setforthin paragraph (b)(1) through (4) ofthis section and also a clause requiring
the subcontractors to include these clauses in any lower tier subcontracts. The prime
contractor shall be responsible for compliance by any subcontractor or lower tier
subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.
7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT ORAGREEMENT
a
Standard. If the FEMA award meets the definition of "funding agreement" under 37C.F.R.
§401.2(a) and the non-Federal entity wishes to enter into a contract withasmall business
firm or nonprofit organization regarding the substitution of parties, assignment or
performance of experimental, developmental, or research work under that "funding
agreement," the non- Federal entity must comply with the requirements of 37 C.F.R. Part
401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms
Under Govemment Grants, Contracts and Cooperative Agreements), and any
implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F).
b Applicability. This requirement applies to "funding agreements," but it DOES NOT apply
to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance
Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case
Management Grant Program, and Federal Assistance to Individuals and Households -
Other Needs Assistance Grant Program, as FEMA awards under these programs do not
meet the definition of "funding agreement."
Fundinga Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines "funding
c
agreement" as any contract, grant, or cooperative agreement entered into between any
Federal agency, other than the Tennessee Valley Authority, and any contractor for the
performance of experimental, developmental, or research work funded in whole or in part
by the Federal govemment. This term also includes any assignment, substitution of
parties, or subcontract of any type entered into for the perfomance of experimental,
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developmental, or research work under a funding agreement as defined in the first
sentence of this paragraph.
8 CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT
a Standard. If applicable, contracts must contain a provision that requires the contractor to
agree to comply with all applicable standards, orders, or regulations issued pursuant to
the Clean AirAct (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 FEMA and the
Regionat Office of the Environmental Protection Agency. See 2 C.F.R. Part 200,
Appendix II(G).
b
Applicability. This requirement applies to contracts awarded by a non-federal entity of
amounts in excess of $150,000 under a federal grant.
C Suggested Language. The following provides a sample contract clause.
Clean Air Act
1.
The contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C.
§ 7401 et seq.
2. The contractor agrees to report each violation to the Participating Public
Agency and understands and agrees that the Participating Public Agency
will, in tum, report each violation as required to assure notification to the
Federal Emergency Management Agency, and the appropriate
Environmental Protection Agency Regional Office.
3. The contractor agrees to include these requirements in each subcontract
exceeding $150,000 financed in whole or in part with Federal assistance
provided by FEMA.
Federal Water Pollution Control Act
1. The contractor agrees to comply with all applicablestandards, orders, or
regulations issued pursuant to the Federal Water Pollution Control Act, as
amended, 33 U.S.C. 1251 et seq.
2. The contractor agrees to report each violation to the Participating Public
Agency and understands and agrees that the Participating Public Agency
will, in tum, report each violation as required to assure notification to the
Federal Emergency Management Agency, and the appropriate
Environmental Protection Agency Regional Office.
3. The contractor agrees to include these requirements in each subcontract
exceeding $150,000 financed in whole or in part with Federal assistance
provided byFEMA.
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9. DEBARMENT AND SUSPENSION
a Standard. Non-Federal entities and contractors are subject to the debarment and
suspension regulations implementing Executive Order 12549, Debarment and
Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2
C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part
3000 (Non-procurement Debarment and Suspension).
b Applicability. This requirement applies to all FEMA grant and cooperative
agreement programs.
c Reauirements.
i These regulations restrict awards, subawards, and contracts with certain parties
that are debarred, suspended, or otherwise excluded from or ineligible for
participation in Federal assistance programsand activities. See 2 C.F.R. Part 200,
Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made-to
parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the
General Services Administration that contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory orregulatory authority other than Executive Order 12549.
SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. § 180.530.
i In general, an "excluded" party cannot receive a Federal grant award or a contract
within the meaning of a "covered transaction," to include subawards and
subcontracts. This includes parties that receive Federal funding indirectly, such
as contractors to recipients and subrecipients. The key to the exclusion is whether
there is a "covered transaction," which is any non-procurement transaction
(unless excepted) at either a "primary" or "secondary" tier. Although "covered
transactions" do not include contracts awarded by the Federal Government for
purposes of the non-procurement common rule and DHS's implementing
regulations, it does include some contracts awarded by recipients and
subrecipients.
Specifically, a covered transaction includes the following contracts for goods oг
services:
1. The contract is awarded by a recipient or subrecipient in the amount of at
least $25,000.
2. The contract requires the approval of FEMA, regardlessof amount.
3. The contract is for federally-required auditservices.
4. A subcontract is also a covered transaction if it is awarded by the
contractorof a recipient or subrecipient and requires either the approval of
FEMA or is in excess of $25,000.
d Suggested Language. The following provides a debarment and suspension clause. It
incorporates an optional method of verifying that contractors are not excluded or
disqualified.
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Suspension and Debarment
(1) This contract is a covered transaction forpurposes of 2 C.F.R. pt. 180 and 2C.F.R.
pt. 3000. As such, the contractor is required to verify that none of the contractor's
principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. §
180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2
C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000,
subpart C, and must include a requirement to comply with these regulations in any
lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by the Participating
Public Agency. If it is later determined that the contractor did not comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies
available to the Participating Public Agency, the Federal Govemment may pursue
available remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt
180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and
throughout the period of any contract that may arise from this offer. The bidder or
proposer further agrees to include a provision requiring such compliance in its
lower tier covered transactions.
10. BYRD ANTI-LOBBYING AMENDMENT
a Standard. 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.
FEMA's regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352
and provides, in Appendix A to Part 18, a copy of the certification that is required to be
completed by each entity as described in 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 Federal
awarding agency.
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement
programs. Contractors that apply or bid for a contract of $100,000 or more under a federal
grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C.
§ 1352; and 44 C.F.R. Part 18.
c Suggested Language.
Byrd Anti-Lobbying Amendment. 31 U.S.C. § 1352 (as amended)
Contractors who apply or bid for an award of $100,000 or more shall 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
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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 shall 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 recipient who in tum will forward the certification(s) to the awarding
agency.
d Required Certification. If applicable, contractors must sign and submit to the non-federal
entity the following certification.
APPENDIX A, 44 C.F.R. PART 18-CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid orwill be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officeroremployee of Congress,
or an employee of a Member of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid orwill be paid to
any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officeroremployeeof Congress, or an employee
of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall completeand submit Standard Form-
LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in
the award documents for all subawards at all tiers (including subcontracts,
subgrants, and contracts under grants, loans, and cooperative agreements) and that
all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
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The Contractor, VS America, Inc. _, certifies or affirms the truthfulness and
accuracy of each statement of its certification anddisclosure, if any. In addition, the
Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38,
Administrative Remedies for False Claims and Statements, apply to this certificationand
disclosure, if any.
n
Signature of Contractor's Authorized Official
Mark Harvey, CFO
Name and Title of Contractor's Authorized Official
Date
5/20/2024
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11. PROCUREMENT OF RECOVERED MATERIALS
a
Standard. 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. See 2 C.F.R. Part 200, Appendix II(J); and 2
C.F.R. §200.322.
b
Applicability. This requirement applies to all contracts awarded by a non-federal entity under FEMA
grant and cooperative agreement programs.
c Requirements. The requirements of Section 6002 include procuring only items designated in
guidelines of the EPA at 40 C.F.R. 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 by 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.
d Suggested Language.
i. In the performance of this contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product cannot
be acquired-
1. Competitively within a timeframe providing for compliance with the contract perfomanceschedule;
2. Meeting contract performance requirements; or
3. At a reasonable price.
ii. Information about this requirement, along with the list of EPA- designated items, is
available at EPA's Comprehensive Procurement Guidelines web site.
https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.
il. The Contractor also agrees to comply with all other applicable requirements of Section
6002 of the Solid Waste Disposal Act."
12. DOMESTIC PREFERENCES FOR PROCUREMENTs
As appropriate, and to the extent consistent with law, CONTRACTOR 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. This includes, but is not limited to, iron, aluminum, steel,
cement, and other manufactured products.
Applicability For purchases in support of FEMA declarations and awards issued on or after November 12.
2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for
work or products a contract provision encouraging domestic preference for procurements.
Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor
should, to the greatest extent practicable, provide a preference forthe purchase, acquisition, or use of goods,
products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel,
cement, and other manufactured products. Forpurposes of this clause: 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, occured in the United States. Manufactured products mean 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."
13. ACCESS TO RECORDS
a.
Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowiedge
and agree to comply with applicable provisions goveming DHS access to records, accounts,
documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the
right to examine and copy, records, accounts, and other documents and sources of information
related to the federal financial assistance award and permit access to facilities, personnel, and other
individuals and information as may be necessary, as required by DHS regulations and other
applicable laws or program guidance. See DHS Standard Terms and Conditions: Version8.1 (2018).
Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from
providing reimbursement to any state, local, tribal, or territorial govemment, or private non-profit for
activities made pursuant to a contract that purports to prohibit audits or intemal reviews by the FEMA
administrator or ComptrollerGeneral.
Access to Records. The following access to records requirements apply to this contract:
i. The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representatives access
to any books, documents, papers, and records of the Contractorwhich are directly pertinent
to this contract forthe purposes of making audits, examinations, excerpts, and transcriptions.
ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
ili
The Contractor agrees to provide the FEMA Administratoror his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and
the Contractor acknowledge and agree that no language in this contract is intended to
prohibit audits or intemal reviews by the FEMA Administrator or the Comptroller General of
the United States.
14. CHANGES
a.
Standard. To be eligible for FEMA assistance under the non-Federal entity's FEMA grant or
cooperative agreement, the cost of the change, modification, change order, or constructive change
must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable
for the completion of project scope.
b Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its
contract that describes how, if at all, changes can be made by either party to alter the method, price,
or scheduleof the work without breaching the contract. The language of the clause may differ
depending onthe nature of the contract and the end-item procured.
15. DHS SEAL, LOGO, AND FLAGS
a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or
reproductions of flags or likenesses of DHS agency officials. See_DHS Standard Terms and
Conditions: Version 8.1 (2018).
b. Applicability. FEMA recommends that all non-Federal entities place in their contractsaprovision that
a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of
DHS agency officials without specific FEMA pre-approval.
C.
"The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses
of DHS agency officials without specific FEMA pre-approval.
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16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS
a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations,
and executive orders.
b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an
acknowledgement that FEMA financial assistance will be used to fund the contract along with the
requirement that the contractor willcomply with all applicable Federal law, regulations, executive
orders, and FEMA policies, procedures, and directives.
C.
"This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of
the contract. The contractor will comply with all applicable Federal law, regulations, executive orders,
FEMA policies, procedures, and directives."
17. NO OBLIGATION BY FEDERAL GOVERNMENT
a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is
not subject to any obligations or liable to any party for any matter relating to the contract.
b. Applicability. FEMA recommends that the non-Federal entity include aprovision in its contract that
states that the Federal Govemment is not a party to the contract and is not subject to any obligations
non-Federal entity, contractor, or any other party pertaining to any matter resulting
or liabilities to the
from thecontract.
C.
"The Federal Govermment is not a party to this contract and is not subject to any obligations or
liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting
from the contract."
18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
a.
Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729-
3733) which prohibits the submission of false or
fraudulent claims for payment to the federal govemment. See DHS Standard Terms and
Conditions: Version 8.1 (2018); and 31 U.S.C. §S 3801-3812, which details the administrative
remedies for false claims and statements made. The non-Federal entity must include a provision
in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies
for False Claims and Statements) applies to its actions pertaining to the contract.
b. Applicability. FEMA recommends that the non-Federal entity includea provision in its contract that
the contractoracknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to its actions pertaining to the contract.
C. "The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims
and Statements) applies to the Contractor's actions pertaining to this contract."
d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further
acknowledges U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, and apply
to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor
certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make,
or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which
this Contract Work is being performed.
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Inaddition to other penalties that may be applicable, Contractor further acknowledges that if it makes,
or causes to be made, a false, fictitious, orfraudulent claim, statement, submission, or certification,
the Federal Govemment reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on Contractor to the extent the Federal Govermment deems appropriate.
Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent
claim, statement, submission, or certification to the Federal Govemment under a contract connected
with a project that is financed in whole or in part with Federal assistance originally awarded by FTA
under the authority of 49 U.S.C. § 5307, the Govermment reserves the right to impose the penalties
of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal
Govemment deems appropriate.
Contractor agrees to include the above clauses in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except
to identify the subcontractor who will be subject to the provisions.
Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions
section of this solicitation.
Offeror's Name: VS America, Inc.
Address, City, State, and Zip Code:
1940 Abbott Street, Charlotte, NC 28203
Phone Number: 803-371-2860 Fax Number.
Printed Name and Titie of Authorized Representative:
Mark Harvey, CFO
Email Address: m.harvey@vsamerica.com
Signadurn of utboiraod PRgresentesve: 747
Date: 5/20/2024
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Exhibit G
New Jersey Business Compliance
NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and
procedures required under New Jersey statues. All offerors submitting proposals must complete the
following forms specific to the State of New Jersey. Completed forms should be submitted with the
offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA
Partners' ability to promote the Master Agreement in the State of New Jersey.
DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Disclosure of Investment Activities in Iran
DOC#7 Certification of Non-Involvement in Prohibited Activities in Russia or Belarus
DOC #8 New Jersey Business Registration Certificate
DOC #9 EEOAA Evidence
DOC#10 MacBride Principals Form
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14,
N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38;
Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and
Bid and Performance Security, as required by the applicable municipal or state statutes.
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DOC #1
STATEMENT OF OWNERSHIP DISCLOSURE
N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43)
This statement shall be completed, certified to, and included with all bid and proposal
submissions. Failure to submit the required information is cause for automatic rejection of the
bid or proposal.
Name of Organization: VS America, Inc.
Organization Address: 1940 Abbott Street, Charlotte, NC 28203
Part I Check the box that represents the type of business organization:
Sole Proprietorship (skip Parts Il and IIl, execute certification in Part IV)
Non-Profit Corporation (skip Parts Il and I, execute certification in Part IV)
For-Profit Corporation (any type) Limited Liability Company (LLC)
Partnership Limited Partnership Limited Liability Partnership (LLP)
other (be specific):
Part II
☑
The list below contains the names and addresses of all stockholders in the corporation who own
10 percent or more of its stock, of any class, or of all individual partners in the partnership who
own a 10 percent or greater interest therein, or of all members in the limited liability company who
percent or greater interest therein, as the case may be. (COMPLETE THE LIST
own a 10
BELOW IN THIS SECTION)
OR
No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no
individual partner in the partnership owns a 10 percent or greater interest therein, or no member
in the limited liability company owns a 10 percent or greater interest therein, as the case may be.
(SKIP TO PART IV)
(Please attach additional sheets if more space is needed}:
Name of individual or Business Home Address (for Individuals) or Business Address
Entity
Version March 19, 2024
Part Ill DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS,
PARTNERS OR LLC MEMBERS LISTED IN PART II
If a bidder has a direct or indirect parent entity which is publicly traded, and any person
holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of
the last annual federal Security and Exchange Commission (SEC) or foreign equivalent
filing, ownership disclosure can be met by providing links to the website(s) containing the last
annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that
contain the name and address of each person holding a 10% or greater beneficial interest in the
publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the
information on each such person. Attach additional sheets if more space is needed.
Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #'s
Please list the names and addresses of each stockholder, partner or member owning a 10
percent or greater interest in any corresponding corporation, partnership and/or limited liability
company (LLC) listed in Part Il other than for any publicly traded parent entities referenced
above. The disclosure shall be continued until names and addresses of every noncorporate
stockholder, and individual partner, and member exceeding the 10 percent ownership criteria
established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more
space is needed.
Stockholder/Partner/Member and Home Address (for Individuals) or Business Address
Corresponding Entity Listed in Part II
Part IV Certification
I, being duly swom upon my oath, hereby represent that the foregoing information and any attachments thereto to
the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification
on behalf of the bidder/proposer; that the <name of contracting unit is relying on the information contained
herein and that I am under a continuing obligation from the date of this certification through the completion of any
contracts with <type ofcontracting unit to notify the <type of contracting unit> in writing of any changes to the
information contained herein; that I am aware that it is a criminal offense to make a false statement or
misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it
will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit to declare
any contract(s) resulting from this certification void and unenforceable.
Full Name
Mark Harvey Title: CFO
(Print):
Version March 19, 2024
Signature:
Date: 5/20/2024
DOC #2
NON-COLLUSION AFFIDAVIT
STANDARD BID DOCUMENT REFERENCE
Reference: VII-H
Name of Form: NON-COLLUSION AFFIDAVIT
No specific statutory reference
Statutory Reference:
State Statutory Reference N.J.S.A. 52:34-15
Instructions Reference: Statutory and Other Requirements VII-H
The Owner's use of this form is optional. It is used to
ensure that the bidder has not participated in any collusion
Description: with any other bidder or Owner representative or otherwise
taken any action in restraint of free and competitive
bidding.
Version March 19, 2024
NON-COLLUSION AFFIDAVIT
State of New Jersey
County of SS:
I, Mark Harvey residing in
Charlotte (name of afflant)
(name of municipality)
in the County of Mecklenburg and State of North Carolina of
full age, being duly sworn according to law on my oath depose and say that:
I am CFO of the firm of VS America, Inc.
(title or position) (name of firm)
the bidder making this Proposal for the bid
entitled RFP 24-01 Furniture, Installation, and Related Services and that I executed the said proposal with
(title of bid proposal)
full authority to do so that said bidder has not, directly or indirectly entered into any agreement,
participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding
in connection with the above named project; and that all statements contained in said proposal
and in this affidavit are true and correct, and made with full knowiedge that the
Region 4 Education Service Center relies upon the truth of the statements contained in said Proposal
(name of contracting unit)
and in the statements contained in this affidavit in awarding the contract for the said project.
I further warrant that no person or selling agency has been employed or retained to solicit or
secure such contract upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, except bona fide employees or bona fide established commercial or
selling agencies maintained by VS America, Inc.
Subscribed and sworn to
before me this day
Signature
May 20 2024,
(Type or print name of affiant under signature)
Eva A. Teasdell
Notary public of
My Commission expires Hebruary 28,2027
(Seal)
EVA A TEASDELL
Notary Public, North Carolina
Geston County
My Commission Expites
February 28, 2027
Version March 19, 2024
DOC #3
AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
VS America, Inc.
Company Name:
Street: 1940 Abbott Street
City, State, Zip Code: Charlotte, NC 28203
Proposal Certification:
Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's
proposal willbe acceptedeven if company is not in compliance at this time. No contract and/or purchase
order may be issued, however, until all Affirmative Action requirements are met.
Required Affirmative Action Evidence:
Procurement, Professional & Service Contracts (Exhibit A)
Vendors must submit with proposal:
1. A photocopy of a valid letter that the contractor is operating under an existing Federally
approved or sanctioned affirmative action program (good for one year from the date of the
letter);
OR
2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance
with N.J.A.C. 17:27-4;
OR
3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of
Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed
to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4.
Public Work -Over $50,000 Total Project Cost:
A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form
AA201. A project contract ID number will be assigned to your firm upon receipt of the completed
Initial Project Workforce Report (AA201) for this contract.
B. Approved Federal or New Jersey Plan - certificate enclosed
I further certify that the statements and information contained herein, are complete and correct to the
best of my knowledge and belief.
5/20/2024 Authorized Signature and Title
Version March 19, 2024
DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)
MANDATORY AFFIRMATIVE ACTION LANGUAGE
PROCUREMENT, PROFESSIONAL AND SERVICE
CONTRACTS
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for
employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual
orientation. The contractor will take affimative action to ensure that such applicants are recruited and employed,
and that employees are treated during employment, without regard to their age, race, creed, color, national origin,
ancestry, marital status, sex, affectional or sexual orientation. 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. The
contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices
to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed
by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment
without regard to age, race, creed, color, national origin, ancestry, martal status, sex, affectional or sexual
orientation.
The contractor or subcontractor, where applicable, 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 the contractor's commitments
under this act and shall post copies of the notice in conspicuous places available to employees and applicants for
employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the
Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans
with Disabilities Act.
The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade
consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the
Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with
a binding determination of the applicable county employment goals determined by the Affirmative Action Office
pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and
supplemented from time to time.
The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including
employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on
the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and
that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory
practices.
The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all
personnel testing conforms with the principles of job-related testing, as established by the statutes and court
decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court
decisions.
The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and
lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital
status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with
the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal
court decisions.
The contractorand its subcontractors shallfumish such reports orother documents to the Affirmative Action Office
as may be requested by the office from time to time in order to carry out the purposes of these regulations, and
public agencies shallfumish such information as may be requested by the Affirmative Action Office for conducting
a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27).
Signature of Procurement Agent
Version March 19, 2024
DOC #4
C. 271 РOLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Politica l
Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions
on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A.
19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1
(http://www.nj.gov/dca/divisions/dlgs/resources/Ifns_2006.html). Please refer back to these instructions forthe appropriate links,
as the Local Finance Notices include links that are no longer operational.
1. The disclosure is required forall contracts in excess of $17,500 that are not awarded pursuant to a "fair and open"process
(N.J.S.A. 19:44A-20.7).
2. Due to the potential length ofsome contractorsubmissions, the public agency should consider allowing data to be subm itted
in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an
appropriate computer file and be available for public access. The form is worded to accept this alternate submission.
The text should be amended if electronic submission will not be a llowed.
3.
The submission must be received from the contractor and on file at least 10 da ys prior to a ward of the contract. Resolutions
of award should reflect that the disclosure has been received and is on file.
4.
The contractormust disclose contributions made to candidate andparty committees covering a wide range of public a gencies,
including all public agencies that have elected officials in the county ofthe public agency, state legislative positions, and
various state entities.The Division of Local Govermment Services recommends that contractors be provided a list of the
affected agencies. This will assist contractors in determining the campaign and political committees of the officials and
candidates a ffected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the "County PCD
Forms" link on the Pay-to-Play web site at http://www.ni.gov/dca/divisions/dlgs/progams/lpel.html#12. They will be
updated from time-to-time as necessary.
b. A public agency using these foms should edit them to properly reflect the correct legislative district(s). As the
forms are county-ba sed, they list all legislative districts in each county. Districts that do not represent the public
agency should be removed from the lists.
c. Somecontractors may find it easier to provide a single list thatcovers allcontributions, regardless ofthe county. These
submissions are appropriate and should be accepted.
d. The form may be used "as-is", subject to edits as described herein.
e. The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that the Instructions
and the form be printed on the same piece of paper. The form notesthat the Instructionsare printed on the back of the
form; where that is not the case, the text should be edited accordingly.
f. The form is a Word document and can be edited to meet local needs, and posted fordownload on web sites, used as an
e-mail attachment, orprovided as a printed document.
5. It is recommendedthat the contractor also complete a "Stockholder Disclosure Certification." This will assist the local unit
in its obligation to ensure thatcontractor did not make any prohibited contributions to the committees listed on the Business
Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional
information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns 2006.html). A sample Certification
form is partofthis package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section
is not applicable to Boards of Education.
Version March 19, 2024
DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a "fair and open"
process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This
law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:
any State, county, or municipal committee of a politicalparty
.
any legislative leadership committee*
any continuing political committee (a.k.a., political action committee)
any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
이 ofthat county in which that public entity is located
이 of another public entity within that county
o or ofa legislative district in which that public entity is located or, when the public entity is a county, of any
legislative district which includes all or part of the county
The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle
that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for
more details on reportable contributions.
N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity
is not a natural person. This includes the following:
individuals with an "interest" ownership or control of more than 10%of the profits or assets of a business entity or 10%
of the stock in the case of a business entity that is a corporation for profit
all principals, partners, officers, or directors of the business entity or their spouses
any subsidiaries directly or indirectly controlled by the business entity
IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing
as continuing political committees, (PACs).
When the business entity is a natural person, "a contribution by that person's spouse or child, residing therewith,
shall be deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The contributor must be
listed on the disclosure.
Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC
in an amount to be determined by the Commission which may be based upon the amount that the business entity
failed to report.
The enclosed listof agencies is provided to assist the contractor in identifying those public agencies whose elected
official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's
responsibility to identify the specific committees to which contributions may have been made and need to be
disclosed. The disclosed information may exceed the minimum requirement.
The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along
with a signed cover sheet) may be used as the contractor's submission and is disclosable to the public under the
Open Public Records Act.
The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency
in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts.
N.J.S.A. 19:44A-3(s): "The term "legislative leadership committee" means a committee established, authorized
to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker
of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L. 1993, c.65
(C.19:44A-10.1) for the purpose of receiving contributions and making expenditures."
Version March 19, 2024
DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit
no later than 10 days prior to the award of the contract.
Part I-Vendor Information
Vendor Name: VS America, Inc.
Address: 1940 Abbott Street
City: Charlotte State: NC Zip: 28203
The undersigned being authorized to certify, hereby certifies that the submission provided herein
represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions
accompanying this form.
n Mark Harvey CFO
Title
Signature Printed Name
Part II-Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable
political contributions (more than $300 per election cycle) over the 12 months prior to submission to the
committees of the government entities listed on the form provided by the local unit.
Check here if disclosure is provided in electronic form
Contributor Name Reciplent Name Date Dollar Amount
$
Check here if the information is continued on subsequent page(s)
Version March 19, 2024
DOC #4, continued
List of Agencies with Elected Officials Required for Political Contribution Disclosure
N.J.S.A. 19:44A-20.26
County Name:
State: Governor, and Legislative Leadership Committees
Legislative District #s:
State Senator and two members of the General Assembly per district.
County:
Freeholders County Clerk Sheriff
{County Executive) Surrogate
Municipalities (Mayor and members of governing body, regardless of title):
USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE
PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY-BASED,
CUSTOMIZABLE FORM.
Version March 19, 2024
DOC #5
STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
☑ I certify that the list below contains the names and home addresses of allstockholders holding
10% or more of the issued and outstanding stock of the undersigned.
OR
I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the
undersigned.
Check the box that represents the type of business organization:
Partnership Corporation Sole Proprietorship
Limited Partnership Limited Liability Corporation Limited Liability Partnership
Subchapter s Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.
Stockholders:
Name: Name:
Home Address: Home Address:
th
Subscribed and swom before me this20 day of Eva a. Seasdell
May 2024 (Affiant)
(Notary Public) Eva A Teasdell
(Print name & title of affiant)
My Commission expires: Felbruary 28,2027
(Corporate Seal)
EVA A TEASDELL
Notary Public, North Carolina
Gaston County
My Commission Expires
February 28, 2027
Version March 19, 2024
DOC #6
DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM
STATE OF NEW JERSEY
DEPARTMENT OF THE TREABURY -DIVISION OF PURCHASE AND PROPERTY
33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08525-0230
BID SOLICITATION # AND TITLE: RFP 24-01 Furniture, Installation, and Related Services
VENDOR NAME: VS America, Inc.
Pursuantto N.J.S.A 5232-57,etseq. (P.L. 2012,c.25 and P.L.2021, c.4) anypersonorenity thatsubmits a bid or proposal or otherwise proposes to enter into
orrenewa contractmustcerfify thatneither the person norentity, norany ofits parents, subsidiaries, orafiliates,is identified on the New Jersey Department of the
Treasury's Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 list is found on the Division's websile at
https://www.state.ni.us/treasury/purchase/pd/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the below certification. If the
Director of the Division of Purchase and Property finds a person or entity to be in violationof the law, s/he shalltake action as maybe appropriateand provided
by law, rule or contract, including but not limited to, imposing sanctions,seekingcompliance, recovering damages, declaring theparty in default and seeking
debament or suspension of the party.
CHECK THE APPROPRIATE BОX
Σ I certify, pursuant to N.J.S.A.52:32-57, etseq. (P.L.2012,c.25 and P.L. 2021, c.4),thal neither the Vendor/Bidder listed above nor any of ils parents,
subsidiaries,or afiliatesis listed on the New Jersey Departmentofthe Treasury's Chapter 25 Listofenitiesdetemined to be engagedin prohibited activities in
Iran.
OR
Iamunable to cerily asabove because the Vendor/Bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the New Jersey
Department of the Treasury's Chapter25 List. I will provideadetailed, accurate and predse description ofthe activities of the Vendor Bidder, or one of its
parents, subsidiaries or affiliates, has engaged in regarding investment activities in Iran by completing the information requested below.
Entity Engaged in Investment Activities
Relationship to Vendor/ Bidder
Description of Activities
Duration of Engagement
Anticipated Cessation Date
"Altach Additional Sheets if Necessary.
CERTIFICATION
I, the undersigned, certify that amauthorized to execute this certification on behalfof the Vendor, that the foregoing informa tion and any attachments herelo, to
the bestof my knowledge are true and complete. I acknowledge that the State ofNew Jerseyis relying on the informa tion contained herein, and that the Vendor is
undera continuingobligation fromthe date of this cerificationthroughthe completionof any contract(s) wih the State to notify theState inwriting ofanychanges to
the information contained herein; that I anaware that itis a criminal offense to make a false statementor misrepresentation in this certification. If1 do so, I mey be
subjectto criminal prosecution under the law, and it will consftule a materialbreach of my contract(s) with the State, pemiting the Stale to declare any contracs)
resulting from this certification void and unenforceable.
5/20/2024
Mark Harvey, CFO
Print Name and Title
DPP Rev. 12.13.2021
DOC #7
Version March 19, 2024
CERTIFICATION OF NON-INVOLVEMENT IN PROHIBITED ACTIVITIES IN RUSSIA OR BELARUS
Pursuant to N.J.S.A 52:32-60.1,etseq. (L.2022.с.3)алуy person or entity (hereinafter "Vendor") that seeks to enterinto orrenewacontract with a State
agency for the provision ofgoods or services, or the purchase ofbonds orother obligations, mustcomplete the certification below indicating whetheror not
the Vendor is identified on the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, available here:
https://sanctionssearch.ofac.treas.gov/. If the Departmentof the Treasury finds that a Vendor has made a certification in violation ofthe law, it shal take
anyaction as may be appropriate and provided by law, rule or contract, including but notlimited to, imposing sanclions, seeking compliance, recovering
damages, declaring the party in default and seeking debarment or suspension of the party.
I, the undersigned, certify that I have read the definition of "Vendor below, and have reviewed the Office of Foreign Assets Control (OFAC) Specialy
Designated Nationals and Blocked Persons list, and having done so certify:
(Check the Appropriate Box)
A.
That the Vendor is not identified on the OFAC Specially Designated Nationals and Blocked Personslist on accountof activity related to
Russia and/or Belarus.
OR
That I am unable to certify as to "A" above, because the Vendor is identified on the OFAC Specially Designated Nationals
B.
and Blocked Persons list on account of activity related to Russia and/or Belarus.
OR
That Iam unable to certify asto "A"above, because the Vendoris identified on the OFAC Specially Designated Nationals and Blocked
Persons list. However, the Vendoris engaged in activity related to Russia and/or Belarus consistent with federallaw, regulation, license
C.
or exemplion. A detailed description of howthe Vendor's activity related to Russia and/or Belarus is consistent with federal law is set
forth below.
(Attach Additional Sheets If
Necessary.)
Signature of Vendor's othorized Representative Date
5/20/2024
Mark Harvey, CFO 51-0469322
Print Name and Title of Vendor's Authorized Representative Vendor's FEIN
VS America, Inc. 803-371-2860
Vendor's Name Vendor's Phone Number
1940 Abbott Street
Vendor's Address (Street Address) Vendor's Fax Number
Charlotte, NC 28203 m.harvey@vsamerica.com
Vendor's Address (City/State/Zip Code) Vendor's Email Address
Vendor means: (1)A natural person, corporation, company, limited partnership, limited llability partnership, limited Biability company, business association, scle
proprietorship, joint venture, partnership, society, trust, or any other nongovemmental entity, organization, or group; (2) Any govemmental entily or instrumentally of a
govemment, induding a multilateral development insttution, as defined in Section 1701(c)3) of the
theiIntamational Financial Institutions Ad, 22 U.S.C. 262r(d)(3); or (3) Any
parent, successor, subunit, diredt orindirectsubsidiary,or any entity under common ownership ar controlwith, any entity described in paragraph (1) or (2). NJ Rev. 1.222024
DOC #8
Version March 19, 2024
NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued
Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror
from offering products or services in New Jersey through any resulting contract.
https://www.njportal.com/DOR/BusinessRegistration/
Version March 19, 2024
DOC #9
EEOAA EVIDENCE
Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects
EEO/AA Evidence
Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and
N.J.A.C. 17:27 in order to be considered a responsible vendor.
One of the following must be included with submission:
Copy of Letter of Federal Approval
Certificate of Employee Information Report
Fully Executed Form AA302
Fully Executed EEO-1 Report
See the guidelines at:
https://www.state.nj.us/treasury/contract compliance/documents/pdf/guidelines/pa.pd
f for further information.
I certify that my bid package includes the required evidence per the above list and
State website.
Name: Mark Harvey Title: CFO
Signature: n17 Date: 5/20/2024
DOC #10
MACBRIDE-PRINCIPLES
STATE OF NEW JERSEY
DEPARTMENT OF THE TREASURY-DIVISION OF PURCHASE
AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON,
NEW JERSEY 08625-0230
BID SOLICITATION # AND TITLE: RFP 24-01 Furniture, Installation, and Related Services
VENDOR NAME: VS America, Inc.
Pursuant to Public Law 1995, c. 134,a responsible Vendor/Bidderis required to provide a certification in compliancewith the MacBride Princples
and Northem Ireland Act of 1989. Pursuantto N.J.S.A. 52:3412.2,Vendor/Bidder must complete the certification below by checking one of the
two options listed belowand signing where indicated. Ifa Vendor/Bidder that would otherwise be awarded a purchase, contrad or agreement
does notcomplete the certification, then the Director may determine, in accordancewith applicable law and rules, that it is in the best interestof
the State to award the purchase, contract or agreement to anotherVendor/ Bidderthathas completed the certification and has submitted a bid
within five (5) percent of the most advantagecusbid. If the Director finds contractors to be in violation of the principles that are the subjectof this
law, he/she shall take such action as may be appropriate and provided by law, rule orcontract, including but not limited to, imposing sanctons,
seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.
I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:
CHECK THE APPROPRIATE BОX
☑ The VendorfBidder has no business operations in Northem Iraland;or
OR
The Vendor/Bidder willtake lawful steps in good faith to conduct any business operations it has in Northem Ireland in accordance
☐ with the MacBride principles ofnondiscrimination in employment as set forth in section 2 of P.L.1987,c.177 (N.J.SA, 52:18A-89.5)
and in conformance with the United Kingdom's FairEmployment (Northem Ireland) Act of 1989, and permit independentmonitoing
of its compliance with those principles.
CERTIFICATION
I, the undersigned, cerifythat I am authorized to execute this cerfification on behalfof the Vendor, thattheforegoing information and anyatlachments
hereto, tothebestofmy knowledge are true and complete. I acknowledge thatthe State of New Jerseyis relying on the information contained herein,
and thattheVendor is under a continuing obligafionfrom thedate of thiscertiflicationthrough the completion ofany contradt(s) with the State to nolly the
State in writing ofanychanges to the informaion contained herein; that I am aware that it is a criminal offense to make a false statement or
misrepresentaion in this cerfification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my
contraci(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable.
Signature
b 5/20/2024
Mark Harvey, CFO
Print Name and Title
Version March 19, 2024
Gity Code Main Conta Email Phone Number 2 Contact 2 Contact 2 Email Contact 2 Phone Contact 2 Cell
North.
Anch
Ray xtonbradley
vift Educatio Tulsa
Furnishings
& D Security Resources
Inside Source/Young (South Bay location) San Car
KBM Hogue San Jose bm-ho
One Work Place (East Bay location) CA rkplace
One Work Place (SF location) uite 210 San Francisc CA
One Work Place (South Bay location anta Clara CA vorkplace
fomerly UCF)
Sant
Interiors (Northern Cal
ingard Concept Offices San Jose 95131
r New Coro
FoeScapes School Spring
80238
Mancheste 06042 robrom
Washington Emily.Thor 202-733-5007
e, PO Box 231 MD 21738
Equipm
field 23831
Tampa RTSGROUP.COM
Ft. Myers infoftm rtsgroup.com 239-225-1430
Mian 33157 rick@dass
954-707-621р
Micha 407-6 coffice.co
850-915 imorley
David d.boles@officefumituredор
813-855-5414 813-855-1414
/70-360-0
Enterprise din Burchfield-General abun
onal Furnish Zach We zweb
r Audi 770-338
Elk Grov
4th Stree Sioux City
Linda Fickbo
nvironme Elk Grow Grego
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Stacy Rot
dras Street, Suite 1700 Orleans 70130 ine Dume
Delisa Arno darnold
afayette 20501 Phil Martin 337-237 generalofficesupply
afayett 70501
Rick M
MD 21204
Mary Mill Roa wings Mills MD 21117 Frank
1. Lord Co CT
PlCaeSuite734nc ,r Mike 617-956
49423
39110 michael
6 215 stacyng
dustrial SWtealceny
John F 406-752
Kate Mck
New 631-620-2101
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St Montclai 07043 SBorykiad-5gmeitth 973-783-7032 bridget@s
tacys@supp
untry R SCporloirnagdo Lee St
518-482-4000 Ext 12 Kim Relyea kimr@accentny.com 518-928-0396
tamfor info@je 212-967-1911 (New York)
Red Bank 07701
Paviior 10016
New York
encas New York
te 201 New York
NewYork
Charlotte Amber
Raleigh 27607 Caroline Mc xt: 103 cmccon shipassociates.co
sDrive colestefanskve
Vest End
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on Equipn
Leaning Enviro 58271
Lisa W welch
45414
John Prat
ad Site
Avenue mbus 43215
John Martin john artinpublicseating
14-861-6383
pson Educational Furnishings Suite 160 5-0323 wboy
16th St., Sui ray.n onbrad
ennan's Office Int ew Drive. Suite West Ches 610-251-2331
10-974 Ldelade@
stacy
avilion -Providen
WB M ed nires
Herald Offic
Young Office (Greenville,
Young Office (Spartanburg,S
423-280
Kna 37932 hnson
eTEOR
BKM Tot
y Cont
100
Gainesville
Dalla 75220
Caroline
Lisa Lo
352-416-1323
214-902 e Paris MPARIS@bkmtexas.com Office 214-902-7274 Cell 469-328
inney
Mckinn
Lone Star Furnishing arroiiton
77024
Texa gtonContractFurniture 78758 ington
Suite #24 Murray 84107 Todd Fairboun
ommercial Interio Lake
Salt
City 84010 Sean Wrigh 801-505-4288
Office Pavilion -Burlington Burlington
Washington
nwealth School Equipment, Inc. reet Ro 9-4575
elta Graphic Inc sterfield
FSI Office 2312 rk Way, Unit 30 Va. Beach 800-845-2013 Ext: 2511
Falls Church VA
Washington Group Solutions
en Furnishings S #C10
ray.nea
Commonwealth School Equipme 21403
CBaupsiinInteeosls 1 IndianaAve
Henricksen 3070 Gateway Rd. n Matter 262-3
OfficeScapes School Division 4110 High Country Rd co Lee St 719-574-1113
VS AMERICA, INC. SHIPPING POLICY:
• Applicable to all delivery types.
• Certain ship to locations are outside of the tiered structure and incremental charges are
quoted separately at rates not to exceed actual costs. These locations include:
• Alaska, Hawaii, and US territories
• Remote ship to locations including those accessible only by ferry, seasonal or severely
restricted roads, or areas >50 miles from interstates.
• Other surcharges may be quoted and charged when Member's request additional
services. These rates will not exceed actual costs and include:
• Heat treated pallets when local regulations apply.
• Palletization of loads that would typically be shipped via loose load.
• Other specialty packaging requests outside of industry norms.
• Costs for specialty equipment such as truck lift gates
• Costs for incremental trucks when phased or downstacked delivery requested.
• Expedited shipment requests that require airfreight or other non-standard modes
10
YEARS LIMITED WARRANTY
BASIC INFORMATION
10 years limited warranty. VS America, Inc. warrants all
products provided on the above noted project for 10 years
unless otherwise noted. Mechanical components and writable
laminates are warranted for three years. The warranty is given
to the initial customer and is valid for as long as the initial
customer owns the product. This warranty, which runs from the
date of delivery, covers defects in materials and craftsmanship
found during normal usage of the products during the warranty
period. Normal wear and tear of the product is not covered
under this warranty. If a VS product is defective, and if notice
of the defect is given to VS America, Inc. within the applicable
warranty period, VS America, Inc., at its option, will either repair
or replace the defective product with a comparable product
or component. This warranty is in lieu of all other warranties,
expressed or implied, and VS America, Inc. hereby disclaims
any other warranties or representations of any kind or
character with regard to the products sold herein, including,
without limitation, their merchantability, suitability or fitness
for a particular purpose.
VS America, Inc.
1940 Abbott Street
Charlotte, NC 28203
704-378-6500