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R2022-168 2022-08-22
DocuSign Envelope ID: 2BED3E07-4DC7-44A0-AA5C-D8B4Al2C4614 RESOLUTION NO. R2022-168 A Resolution of The City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to participate in an interlocal cooperative pricing arrangement with the Choice Partners Cooperative System for the purchase of construction services from Generosity Services, Inc., in the amount of $232,366.30, for the renovation and restoration of the Pearland Train Depot Project. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through interlocal cooperative partner the Choice Partners Cooperative System for the purchase of construction services. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the Choice Partners Cooperative System for the purchase of construction services, in the amount of $232,366.30, from Generosity Services, Inc. PASSED, APPROVED, and ADOPTED this the 22nd day of August, A.D., 2022. DocuSigned by: J. KEVIN COLE MAYOR ATTEST: DocuSigned by: FRAWES��`ASGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: DocuSigned by: DARUM.4tOKER CITY ATTORNEY DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 Your Proposal II ( .21 11= I EENEROC1TY � SERVICES IJ'7 E 1212 Winding Way Drive Friendswood, TX 77546 e Phone: (281) 482-8881 City of Pearland- Jack Enochs Historic Train Depot 3519 Liberty Drive Pearland, Tx 77581 Print -date: 7-13-2022 Dear Mr. Enochs, Generocity Services Inc. is pleased to present our preliminary proposal for the above referenced project. This project is priced in accordance with our CHOICE PARTNERS Contract #21/039 -MR -08 and excludes proprietary vendor and Owner's separate contractor pricing. PRELIMINARY DESIGN SPECIFICATION WAIVER All designs and specifications presented herewith are preliminary and are subject to change after review of changes due to customer requests. Any costs associated with preliminary design and scope changes will be added to the final cost of the project. SCOPE OF WORK Provide materials, labor, equipment, and supervision to complete the following: FOUNDATION LEVELING: (24) Additional block and base piers (non windstorm) installed to level and support structure. ELECTRICAL: (14) 48" LED Surface Mount Wraps (2) Restroom Wall Brackets (Light Fixtures) (5) 2x4 LED Flat Panel Lay -Ins (8) Train Station Overhead Pendants (2) Train Station Wall Mount Gooseneck Reflector Fixtures (1) Train Station LED Flag Pole Light Wire for Four Light Fixtures in Front Room. Currently there is no Lighting in this Room. Install One S.P. Switch to operate New Fixtures Install New 200Amp 3Phase 4wire Meter Can Install New 200Amp 120/240volt N -3R Fused Disconnect Trouble Shoot existing Plugs and Switches and Make operable. Add wiring for Six of the Exterior Reflector Fixtures Outside. Make Exterior Fixtures work off Photocell. PAINT: Exterior- prep and repaint of building complete with all walls, siding, windows, trim, doors and wood porch. Rail Car Caboose -prep and repaint complete with exterior, as well as roof and underside. Interior- prep and repaint all previously painted areas inside, walls, ceilings, doors, and frames. FLOORING: Pull carpet and pad, prep sub floor https://buildertrend.net/Leads/LeadProposalExternal.aspx?leadlD=pTIgYMWyDjMeZyhi2_L31A&proposalld=2ccyaMf AsU&openPrint=True 1/4 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 7/13/22, 1:22 PM Install 40 mill leak barrier underlayment. Install 3 1/4 x 3/4 x RI r 1 White oak flooring. Sand and finish, color owners choice. Apply two coats of commercial grade poly urethane. Install oak shoe mold to match floor. Install white oak treads and painted risers in hall way. Haul off all trash. 'DOES NOT INCLUDE BATHROOMS OR UTILITY ROOMS DECKING: Your Proposal Demo existing and replace Deck Guard Rail Includes: 2" x 2" lumber for uprights, 2" x 4"- 6" widths for rails, 4" x 4" posts, Demo existing and replace Deck Planking Includes: 2x6 lumber, Quality: Treated S -P -F #1 and better lumber. Demo existing and replace Stairway - stringers, treads and risers Includes: 2" x 12" fir stringers and 2" x 8" pine risers. Staining owners choice of color Haul off all trash. I-fL/AC: Replace two (2) 5 -ton commercial grade Carrier AC & heating system. CARRIER (2) 3 -phase condensers. Raise both units 12" (2) Hurricane rated concrete pads (2) 3 -phase air handlers (2) 3 -phase 15kw heating kits Replace both return grilles Replace & re -do drains Add two (2) float switches Add two (2) digital programmable T-stats Replace destroyed duct run Repair any other damaged ducts Replace both outside 3 -phase disconnect boxes (shut off switch) also replace power cords (whips) ROOFING: Removal/Replacement of Existing Roof System - All Decking Repairs are Included in Pricing Removal and Haul Off of all Debris Magnet Roll Entire Property 100% Hand Nailed Installation WPI Windstorm Certificate Included Owens Corning — Tru Def Duration Shingles Owens Corning - Rhino Roof Synthetic Underlayment Owens Corning DuraRidge — Hip/Ridge Owens Corning — Ridge Vent 2x4" Color Match Drip Edge INCLUDED WARRANTIES 50 - Year OC Total Protection Warranty — Non -Prorated — ONLY offered by OC Certified Installers 10 - Year SmartChoice Workmanship Warranty Title RS Means Description Price $273,571.07 httnc-//hnilriortronrl not/I oaflc/I oars PrnnncalFvtornal acny'Jlaarll rlcnTlnYM\NvniMa7vhi2 171 ARnrnnnsailri=2rxvaMf As11Rnn,nPrint=Tn 7/4 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 7/13/22, 1:22 PM Your Proposal Houston CCI .99 Choice Partners .84 Discount Bond PRECEDENCE $-2, 188.57 $-43,421.20 $0.00 $4,405.00 Total Price: $232,366.30 We have established a project -specific order of precedence for the inquiry documents -- not only to help establish a baseline for our pricing, but also to maintain technical continuity, to confirm the intent and priorities for the project, and to provide the basis for solving discrepancies within the inquiry and construction documents. Our order of precedence is as follows: a. Generocity Services Proposal. b. Addenda issued by Client. c. Scope of Work issued by Client within the Invitation to Bid. d. Directives and work scope specifically and graphically issued within the Construction Drawings prepared by Client. e. Manufacturer's recommendations and installation instructions. f. Directives, regarding project work. scope, specifically within the Project Specifications prepared by the Client. g. All Project Specifications prepared by Client that are specifically applicable to th e project scope of work and project drawings. h. Owner's Engineering Facility Standards that are specifically referred to within this inquiry, and that hae been issued as part of the inquiry. i. Balance of applicable project bid documents. SERVICES Z.,' MATERIALS PROVIDED BY CLIENT/OWNER 1. Testing and abatement of asbestos and other potentially hazardous materials. 2. Pre -design testing, investigation of soils and other existing structures for engineering purposes. 3. Probing of existing grade in effort to detect subsurface obstructions, obstacles, or hazardous material. 4. Material strength and performance testing and other quality control testing. 5. Document preparation for permit; coordinating or making application for permit; procuring any building permits or any other permits or fees that may be applicable to this project unless otherwise noted. 6. Provisions of temporary toilet facilities for construction work force. 7. Provisions of temporary electrical power supply for construction purposes. 8. Provisions of temporary water supply for construction purposes. 9. Move, relocate, modify, repair, demolish, or otherwise alter existing facilities, material equipment, appliances, furnishings, installations, utilities, and/or structures that are not specifically noted within this scope of work. This includes hidden or latent conditions, undocumented structures, inconsistent soil condition, asbestos, and other hazardous materials in order for Generocity Services to perform the required scope of work. TECHNICAL CLARIFICATIONS 1. Components and activities specifically exclude frorri this proposal: a. Design and/or constructions of permanent site storm water detention or drainage structures. b. Testing of existing concrete slabs for moisture, alkali, and other contamination. Generocity Services will not be responsible for poor performance of adhered floor coverings on moisture -laden or contaminated floor slabs. c. Subsurface de -watering, of the pumping of facility leaks and spills. 2. Our proposal includes the cost of providing materials and equipment called out by model numbers within the inquiry documents. When final engineering, calculation, shop drawings, or other documentation do not support the item physical characteristics, size, shape, operational requirements, etc. required by the Client, then changes may require additional costs. 3. If any code interpretation, that may be issued by the Client, his agents, the Municipals Plan Checking Department, Code Enforcement, or Inspections Department, or Inspection Department results in additional more stringent project requirements than those shown graphically on th inquire drawings, o that is specifically named of directed within the inquiry specifications (as they relate to the drawings), the additional cost shall be assessed and passed on to the Client. EXCLUSIONS 1. Plans, architectural, engineering, geotechnical reports, materials testing laboratories. 2. On/off-site detention are not included. F,+hr,o Ilk,iilrlorfronri not/I oarl¢n oariPrnnneaIFytArnaI achy?IPariln=r,TInYMVVvniMa7vhi2 131ARnrnnosalld=2ccvaMf AsU&ooenPrint=True 3/4 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1 F-2D9EA0F233F5 7/13/22, 1:22 PM Your Proposal 3. SWPPP of containment of storm water, storm water pollution prevention planning, permitting, installations or observation. 4. Generocity Services, Inc. has not included cost for landscaping, traffic control, traffic barricades or signage, overtime o holiday work, trench drains, containments, equipment/foundations, house -keeping pads/foundations, vibrating equipment, unforeseen underground obstructions, sumps of pits. COMMERCIAL TERMS & CONDITIONS 1. Validation Period: This proposal is valid for a period of 30 calendar days after the "DATE" indicated above. 2. Material Cost Escalation: Due to the volatile and unpredictable global material marketing pricing, Generocity Services, Inc. can not guarantee project -specific pricing for the validation period stated above. If material orders and requite shipments are made at currant pricing, we will honor the material cost. If the cost of the materials increases before shipment, then the change in price will be passed on to the Client/Owner. 3. Generocity Services, Inc. will not perform work changes unless authorized in writing by the Client before the work begins. All cost assessments will include the cost of tangible items and the additional cost associated with schedule delays and extensions. 4. When materials and permanent equipment that are purchased for this project are stored either on or off site as a result of delays by Client (or Owner), or the contractors, or agents of the same, progress pay requests will include these materials and equipment items for Client approval and payment within the contract pay period. 5. Generocity Services, Inc. will not be held responsible for damages to any concealed, hidden or buried equipment, structures, pipelines, electrical lines, cable, grounding, underground utilities and other obstacles. 6. Generocity Services, Inc, will not be held responsible for personal injury from accidents resulting from encounters with any concealed, hidden or buried equipment, structures, pipelines, electrical lines, cables, grounding, and other obstacles. 7. Downtime or delays caused by Owner and/or Client during the field construction operations shall be assessed by Generocity Services, Inc. and reimbursements by Owner and/or Client. 8. Repair cost and touch-up costs made necessary by damage caused by Owner's and /or Client's personnel will be assessed by Generocity Services, Inc. and passed on to the Client. 9. Our pricing is based on a 40 -hour workweek. We have not included the cost of holiday or overtime work hours. We appreciate the opportunity to present this proposal and look forward to your review and approval. Sincerely, Joel Mueller Director of Business Development Generocity Services, Inc. Signature: DocuSrgned by: 3BG2a9CG9cco4Go... Print Name: Clay Pearson Date: 8/24/2022 I 3:37 AM CDT AIAl, IMO\Ars71 I 4AR.nr.,n.,e IRnn.nPrint-Tr,,a 4/4 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 RSMeans data from EtZ,PI DUAN ` Estimate Name: B22-04-14-2022 Pearland Train Depot -Rail Car Painting- Decking-HVAC-Flooring-Roofing REV 4 ESTIMATE INFORMATION Client Name: Estimate Address: City of Pearland TEXAS Notes: Quantity LineNumber Description Unit Ext. Mat. O&P Ext. Labor O&P Ext. Total " O&P Notes 3.75 013113200200 Field personnel, project manager, average Week $ - $ 15,000.00 $ 15,000.00 7.50 013113200260 Field personnel, superintendent, average Week $ - $ 27,937.50 $ 27,937.50 6.00 024119190725 Selective demolition, rubbish handling, dumpster, 20 C.Y., 5 ton capacity, weekly rental, includes one dump per week, cost to be added to demolition cost Week $ 3,750.00 $ - $ 3,750.00 46.00 024119192045 Selective demolition, rubbish handling, 0'- 100' haul, load, haul, dump and return, wheeled, cost to be added to demolition cost C.Y. $ - $ 2,139.00 $ 2,139.00 46.00 024119192085 Selective demolition, rubbish handling, haul and return, add per each extra 100' haul, wheeled, cost to be added to demolition cost C.Y. $ - $ 989.00 $ 989.00 1.00 024313130020 Building relocation, one day move, average move, up to 24' wide, reset on existing foundation Total $ - $ 11,500.00 $ 11,500.00 Used to level building 2.00 033053403550 Structural concrete, in place, equipment pad (3000 psi), 4' x 4' x 6", includes forms(4 uses), Grade 60 rebar, concrete (Portland cement Type I), placing and finishing Ea. $ 222.00 $ 278.00 $ 502.04 72.00 042210180160 Concrete block, column or pilaster,1 piece unit, 2000 psi, 16" x 16", includes mortar, vertical reinforcing (4-#4 bars) and grout, excludes scaffolding and horizontal reinforcing V.L.F. $ 1,083.60 $ 3,564.00 $ 4,647.60 Used 3 vlf per block and base x 24 locations=72 vlf 50.00 060505100100 - Selective demolition, wood framing, timber connector, small, nailed Ea. $ - $ 302.50 $ 302.50 50.00 060505100130 Selective demolition, wood framing, timber connector, small, bolted Ea. $ $ 605.00 $ 605.00 2596.00 060505102958 Selective demolition, wood framing, beams, 2" x 6" L.F. $ - $ 2,725.80 $ 2,725.80 6401f for handrails + 1956 for decking = 25961f 10.00 060505106200 Selective demolition, wood framing, stairs and stringers, straight run Riser $ - $ 290.00 $ 290.00 50.00 060523600100 Timber connectors, connector plates, steel, straight, includes bolts Ea. $ 1,400.00 $ 955.00 $ 2,355.00 50.00 060523600150 Timber connectors, anchor plate, 7 gauge, 9" x 7" Ea. $ 1,400.00 $ 955.00 $ 2,355.00 200.00 060523600300 Timber connectors, machine bolts, square head, 1/2" diameterx 7-1/2" long, includes nut and washer Ea. $ 310.00 $ 1,100.00 $ 1,410.00 1000.00 060523600800 Timber connectors, drilling bolt holes in timber, 1/2" diameter Inch $ - $ 1,590.00 $ 1,590.00 200 -holes x 3.5" (4x4) +1.5"(2x4 or 2x6) = 5" total per hole = 1000 inches 208.00 061110140100 4" x 4" wood, column framing L.F. $ 530.40 $ 763.36 $ 1,293.76 26 post x 8ft each = 208 1280.00 061110280370 Porch or deck framing, treated lumber, railings and trim, 2" x 2" L.F. $ 1,126.40 $ 3,059.20 $ 4,185.60 1120If for uprights + 160 for railing = 12801f 160.00 061110280380 Porch or deck framing, treated lumber, railings and trim, 2" x 4" L.F. $ 150.40 $ 382.40 $ 532.80 360.00 061110280390 Porch or deck framing, treated lumber, railings and trim, 2"x6" L.F. $ 478.80 $ 860.40 $ 1,339.20 900.00 061110280420 Porch or deck framing, treated lumber, decking, 2" x 6" S.F. $ 2,583.00 $ 2,016.00 $ 4,599.00 36.00 061110280470 Porch or deck framing, treated lumber, stair stringer, 2" x 12" L.F. $ 92.16 $ 396.00 $ 488.16 6If per stinger 100.00 061110280500 Porch or deck framing, treated lumber stair treads, 2" x 6" L.F. $ 146.00 $ 895.00 $ 1,041.00 501f x 2 per tread 26.00 061110281530 Porch or deck framing, post footing, 4' deep, 8" diameter, includes excavation, backfill, tube form & concrete Ea. $ 512.20 $ 5,616.00 $ 6,128.20 160.00 061636104500 Sheathing, oriented strand board, 7/16" thick, on roof S.F. $ 83.20 $ 156.80 $ 240.00 Used for roof deck repair up to 5 sheets at 32sf each sheet 180.00 062213155330 Moldings, base, shoe, 1/2" x 3/4", red oak L.F. $ 124.20 $ 585.00 $ 709.20 for Used for base mold at new floor 1601f for floor and 201f stairs DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 284.00 070505100020 Selective demolition, thermal and moisture protection, caulking/sealant, to 1"x1"joint L.F. $ - $ 275.48 $ 275.48 240.00 070505102220 Selective demolition, thermal and moisture protection, roof edge, drip edge L.F. $ - $ 139.20 $ 139.20 34.00 070505103125 Selective demolition, thermal and moisture protection, roofing, roofing felt, #30 Sq. $ - $ 656.20 $ 656.20 3360.00 070505103170 Selective demolition, thermal and moisture protection, roofing, asphalt shingles, 1 layer S.F. $ - $ 2,822.40 $ 2,822.40 1250.00 071353100090 Elastomeric sheet waterproofing, EPDM, plain, 45 mils thick S.F. $ 1,075.00 $ 2,937.50 $ 4,012.50 1200sf for floor and 50sfforstairs 37.00 073113100450 Asphalt shingles, premium, laminated multi -layered shingles, class A, 260-300 lb/sq Sq. $ 6,512.00 $ 7,215.00 $ 13,727.00 37.00 073113100850 Asphalt shingles, self adhering polyethylene and rubberized asphalt underlayment Sq. $ 2,701.00 $ 1,147.00 $ 3,848.00 120.00 073113100900 Asphalt shingles, ridge shingles L.F. $ 379.20 $ 248.40 $ 627.60 240.00 077143100320 Aluminum drip edge, vented, painted finish, .016" thick, 5" wide L.F. $ 784.80 $ 429.60 $ 1,214.40 240.00 079219100035 Joint sealants, caulking and sealants, acoustical sealants, elastomeric, cartridges, 1/2" x 1/2", in place LF. $ 355.20 $ 616.80 $ 972.00 Used for roof caulking 9000.00 090190920520 Paint preparation, surface protection, placement & removal, masking w/paper S.F. $ 720.00 $ 6,840.00 $ 7,560.00 1250.00 090505200400 Flooring demolition, carpet, bonded, includes surface scraping S.F. $ - $ 725.00 $ 725.00 1250.00 096429105000 Wood strip flooring, oak, white or red, clear, incl. nails, excl. finish S.F. $ 6,375.00 $ 5,262.50 $ 11,637.50 1200sf for floor and 50sf for stairs • 1250.00 096429107800 Wood strip flooring, sanding & finishing, 2 coats polyurethane S.F. $ 337.50 $ 2,450.00 $ 2,787.50 1200sf for floor and 50sf for stairs 1250.00 096510103600 Latex underlayment, cementitious for resilient flooring, 1/8" thick S.F. $ 825.00 $ 5,187.50 $ 6,012.50 Used to prep floor for new wood flooring 10.00 099113700370 Paints & coatings, exterior doors, panel, both sides, roll & brush, primer + 2 coats, exterior latex, incl. frame & trim Ea. $ 320.00 $ 2,420.00 $ 2,740.00 1.00 099123721670, Paints & coatings, walls & ceilings, interior, for ceiling installation, add S.F. $ - $ 930.00 $ 940.00 [Adjusted by 099123721800] 2000.00 099123721670 Painting walls, complete, on drywall or plaster, primer and 2 finish coats, with roller, including surface preparation S.F. $ 980.00 $ 3,720.00 $ 4,700.00 Used to paint interior ceiling 21500.00 099123721670 Painting walls, complete, on drywall or plaster, primer and 2 finish coats, with roller, including surface preparation S.F. $ 10,535.00 $ 39,990.00 $ 50,525.00 2.00 230505100660 Condensing unit, up thru 10 ton, selective demolition Ea. $ - $ 2,500.00 $ 2,500.00 2.00 230505102154 Fan coil air conditioner, direct expansion, up thru 10 ton, selective demolition Ea. $ - $ 390.00 $ 390.00 2.00 230953105200 Control component, thermostats, automatic, clock, 24 hour Ea. $ 408.00 $ 210.00 $ 618.00 2.00 232316160930 Refrigerant line sets, insulated copper supply and return tubes, 1/2" and 3/4" tubes, 1/2" insulation, 30' long Ea. $ 426.00 $ 95.00 $ 521.00 20.00 233346102560 Ductwork, flexible coated fiberglass fabric on corrosion resistant metal helix, insulated, heavy duty, 6" diameter, pressure to 12"(WG) UL -181 L.F. $ 121.00 $ 116.00 $ 237.00 2.00 233713101180 Diffuser, aluminum, ceiling, rectangular, 1 to 4 way blow, 24" x 24", includes opposed blade damper Ea. $ 670.00 $ 240.00 $ 910.00 2.00 233713605280 Register, air return, ceiling or wall, fixed face blades, anodized aluminum, 45 Deg., 24" x 24", includes adjustable . opposed blade damper Ea. $ 362.00 $ 153.00 $ 515.00 2.00 237313201200 Central station air handling unit, packaged indoor, constant volume, 2,000 CFM, cooling coils may be chilled water or DX, heating coils may be hot water, steam or electric Ea. $ 25,200.00 $ 2,850.00 $ 28,050.00 2.00 260505101120 Safety switches, 250 or 600 V, 60 amp, electrical demolition, remove, including disconnection of wire & conduit terminations Ea. $ - $ 185.00 $ 185.00 1.00 260505101160 Safety switches, 250 or 600 V, 200 amp, electrical demolition, remove, including disconnection of wire & conduit terminations Ea. $ - $ 163.00 $ 163.00 14.00 260505102340 Fluorescent fixtures, interior, strip fixture, 2 tamp, 4' long, electrical demolition, remove, surface mount, to 10' high, including supports & whips Ea. $ - $ 455.00 $ 455.00 10.00 260505102480 Incandescent fixtures, interior, metal cylinder type, 75 Watt, electrical demolition, remove, surface, ceiling, or wall mount, to 10' high Ea. $ - $ 265.00 $ 265.00 1.00 260505250120 Meter socket, 4 terminal, electrical demolition, remove Ea. $ - $ 97.00 $ 97.00 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 100.00 260519350045 Wire connector, screw type, insulated, #12 to #6 Ea. $ 53.00 $ 452.00 $ 505.00 5.00 260519901200 Wire, copper, stranded, 600 volt, #12, type THWN-THHN, normal installation conditions in wireway, conduit, cable tray C.L.F. $ 192.50 $ 370.00 $ 562.50 16.00 260529208070 Channels, steel, 3/4" x 1-1/2" w/12" rods, for 1/2" to 1" conduit Ea. $ 197.60 $ 432.00 $ 629.60 10.00 260533135220 Electric metallic tubing (EMT), field bends, 45 Deg. to 90 Deg., 3/4" diameter Ea. $ - $ 101.50 $ 101.50 20.00 260533135340 EMT offsets, 3/4" diameter, to 15' H Ea. $ - $ 262.00 $ 262.00 6.00 260533138710 EMT couplings, compression, steel, 3/4" diameter, to 15' H Ea. $ 11.28 $ 72.90 $ 84.18 20.00 260533138810 EMT boxes connectors, compression, steel, 3/4" diameter, to 15' H Ea. $ 10.80 $ 148.00 $ 158.80 150.00 260533140220 Electric metallic tubing, 3/4" diameter, to 10' high, includes 11 couplings per 100' L.F. $ 162.00 $ 483.00 $ 645.00 10.00 260533160220 Outlet boxes, pressed steel, 4" square, 2- 1/8" deep, 1" KO Ea. $ 45.50 $ 405.00 $ 450.50 5.00 260533160250 Outlet boxes, pressed steel, covers, blank, 4" square Ea. $ 6.55 $ 63.50 $ 70.05 5.00 260533160300 Outlet boxes, pressed steel, plaster rings, 4" square, concealed Ea. $ 9.40 $ 63.50 $ 72.90 20.00 260533251770 Conduit fittings for rigid galvanized steel, grounding bushing, insulated, 3/4" diameter Ea. $ 205.00 $ 580.00 $ 785.00 1.00 260533254820 Conduit fittings for rigid galvanized steel, through -wall seal, 3/4" diameter Ea. $ 335.00 $ 108.00 $ 443.00 3.00 260533953040 Knockouts, metal boxes & enclosures, with hole saw, 3/4" pipe size, to 8' high Ea. $ - $ 51.90 $ 51.90 2.00 260583100112 Motor connections, flexible conduit and fittings, 3 phase, 230 volt, 5 HP motor Ea. $ 12.00 $ 298.00 $ 310.00 1.00 262413400160 Circuit breakers, 1 pole, 240 V, 15 to 60 amp, FA frame, for feeder section Ea. $ 146.00 $ 102.00 $ 248.00 1.00 262713101200 Meter centers and sockets, three phase, single position, 7 terminal, 200 A Ea. $ 305.00 $ 385.00 $ 690.00 1.00 262726200560 Rocker switch, single pole, 20 amp Ea. $ 7.05 $ 30.00 $ 37.05 5.00 262726202600 Wall plates, stainless steel, 1 gang Ea. $ 8.20 $ 50.75 $ 58.95 1.00 262816205100 Safety switches, heavy duty, 3 pole, fusible, 240 volt, 200 amp, NEMA 3R Ea. $ 655.00 $ 680.00 $ 1,335.00 2.00 262816205900 Safety switches, heavy duty, 3 pole, nonfusible, 600 volt, 60 amp, NEMA 3R Ea. $ 650.00 $ 740.00 $ 1,390.00 2.00 265113506900 Fluorescent fixture, interior, mirror light, acrylic enclosure, R.S., 2-40 W, incl lamps, mounting hardware and connections Ea. $ 260.00 $ 204.00 $ 464.00 Used for restroom wall bracket mounted light fixtures 10.00 265113550100 Interior LED fixtures, downlight, recess mounted, 25 watt, 7.5" diameter, incl lamps, mounting hardware and connections Ea. $ 3,850.00 $ 1,020.00 $ 4,870.00 Used for 8 train station pendants and 2 train station gooseneck wall mounted fixtures 5.00 265113551010 Interior LED fixtures, troffer, recess mounted, 4,800 lumens, 2' x 4', replaces three T8 lamp, incl lamps, mounting hardware and connections Ea. $ 775.00 $ 815.00 $ 1,590.00 14.00 265113553010 Interior LED fixtures, linear, suspended mounted, 74 watt, one light bar 8' long, incl lamps, mounting hardware and connections Ea. $ 4,620.00 $ 1,862.00 $ 6,482.00 1.00 265623550300 Exterior LED fixture, modular, type IV, 120 V, 50 watt, incl lamps Ea. $ 1,700.00 $ 90.50 $ 1,790.50 Used for train station LED Wall mounted flagpole light R S Means Estimate Houston CCI .992 Choice Partners .84 Sub Total Bond Grand Total $ 273,571.07 $ (2,188.57) $ (43,421.20) $ 227,961.30 $ 4,405.00 $ 232,366.30 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 ® ACCPR OCERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 7/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Highpoint Insurance Group, LLC. 4300 FM 2351 Friendswood TX 77546 CONTACT Josh VandenBout NAME: PHONE No, Ext): (281) 204-8770 1(A/C, No): (281) 204-8810 E-MDAILESS:PcerPgam• h ts@h i com ADR INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:AMCO Insurance Company 19100 INSURED Generocity Services Inc 1212 Winding Way Rd Friendswood TX 77546 INSURER B: Colonial County Mutual Company 29262 INSURER C: Depositors Insurance Company 42587 INSURER D: Texas Mutual Insurance Company 22945 INsuRERE:Allied Property & Casualty Insurance Cc 42579 INSURERF: COVERAGES CERTIFICATE NUMBER:2022 Master Cert REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X Y ACP GLAD 3039176415 3/1/2022 3/1/2023 EACH OCCURRENCE $ 1,000,000 DAMAGE TRENTED PREMISESO(Ea occurrence) $ 100,000 I CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES ' PER: PRODUCTS - COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS NON -OWNED AUTOS X y ACP BATX 3039176415 3/1/2022 3/1/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ O X UMBRELLALIAB EXCESS LIAR OCCUR CLAIMS -MADE X Y ACP CAD 3039176415 3/1/2022 3/1/2023 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED I I RETENTION $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N Y/N N N/A y 0001241409 8/18/2021 8/18/2022 PER X I STATUTE I I OERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 E Rented & Leased Equipment ACP CIMP 3039176415 3/1/2022 3/1/2023 Limit $125,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The General Liability & Auto policies include blanket automatic additional insured per CG74340512, CG74721216 & AC70050316 endorsements. The General Liability, Auto, & Workers' Comp policies include blanket automatic waiver of subrogation coverage per CG74721216, AC70050316 & WC420304B. The General Liability & Auto includes a blanket primary & non-contributory coverage per CG74721216 & AC70050316. The Excess policy is follow -form over the General Liability Auto & Employers Liability policies. All such coverages are provided to the certificate holder only when there is a written contract or agreement between the named insured and the certificate holder that requires such status and/or coverage. CERTIFICATE HOLDER CANCELLATION City of Pearland 3519 Liberty Dr Pearland, TX 77581 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE B Smyrl, CRIS/MONMOS ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 COMMENTS/REMARKS The General Liability & Worker's Compensation policies have 30 Day Notice of Cancellation. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CP ES'' CHOIC PARTNERS The Right Resources. Right Now. April 21, 2022 Subject: Contract Renewal for 21/039MR Construction Job Order Contracting IDIQ for Harris County Department of Education (HCDE)/Choice Partners Cooperative Dear CP Vendor Partner: Your contract with Choice Partners (CP), a division of Harris County Department of Education (HCDE), is scheduled to expire on July 20, 2022. This contract has three (3) one-year annual renewal options before final expiration. Choice Partners values this contract and is exercising the option to extend this contract for one year beginning July 21, 2022. If you agree to renew this contract, please complete, sign and attach this letter under the "Response Attachments" section of the Choice Partners eBid System http://www.choicepartners.org/vendor-login.php Monday, April 18, 2022, at 2:00 p.m. central time. In addition, provide any updated pricing and/or discounts for your contract and attach a current copy of your certificate of insurance (if applicable) and any forms that may have changed since the original proposal was submitted. If you have any questions or concerns or need to discuss this contract renewal, please contact Kelly Durney at 713-696-8208 or e-mail kelly@choicepartners.org. Sincerely, (c)S4 \, • Jeff Drury, Di{fector Choice Partners A division of Harris County Department of Education Jerk ,<II1/&LPIG? Jesus Amezcua (May 20, 2022 19:18 CDT) Jesus J. Amezcua, PhD., CPA, RTSBA Assistant Superintendent for Business Services Harris County Department of Education The individual signing below has the authority to enter into this agreement on behalf of the Vendor. Corporate Name: Generocity Services, Inc. Authorized Signature: -/------ Print Name: oel Mueller Title: General Manager Date: 4/21/22 Address: 1212 Winding Way City, State, Zip Code: Friendswood, Tx 77546 Phone: 281-482-8881 Email Address: joel@generocityservices.com Division of Harris County Department of Education 6005 Westview Dr., Houston, TX 77055 713.696.2122 877.696.2122 www.ChoicePartners.org DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 EXECUTION OF OFFER The undersigned Proposer has carefully examined all instructions, requirements, specifications, terms and conditions of this RFP and the Agreement and certifies: I. It is a reputable company regularly engaged in providing goods and/or services necessary to meet the requirements, specifications, terms and conditions of the RFP and the Agreement. 2. It has the necessary experience, knowledge, abilities, skills, and resources to satisfactorily perform the requirements, specifications, terms and conditions of the RFP and the Agreement. Further, if awarded, the Proposer agrees to perform the requirements, specifications, terms and conditions of the REP and the Agreement. 3. All statements, information, and representations prepared and submitted in response to this RFP are current, complete, true, and accurate. Proposer acknowledges that HCDE will rely on such statements, information, and representations in selecting the successful Proposer(s). 4. It is not currently barred or suspended from doing business with the Federal government, any of the members represented, or any of their respective agencies. 5. It shall be bound by all statements, representations, warranties, and guarantees made in its proposal. 6. Submission of a proposal indicates the Proposer's acceptance of the evaluation technique and the Proposer's recognition that some subjective judgments may be made by HCDE and its membership as part of the evaluation. 7. That all of the requirements of this R.FP and the Agreement have been read and understood. In addition, compliance with all requirements, terms and conditions will be assumed by HCDE if not otherwise noted in the proposal. 8. The individual signing below has authority to enter into this on behalf of Proposer. 9. Proposer acknowledges that the Agreement may be canceled if any conflict of interest or appearance of a conflict of interest is discovered by HCDE. 10. This Agreement is subject to purchase orders duly authorized and executed by HCDE. CORPORATE NAME: Gtpc' Services Inc. AUTHORIZED SIGNATURE: !! PRINT NAME: Chad Harris TITLE: President DATE: April 30, 2021 ADDRESS: 702 Thornwood Dr. CITY, STATE, ZIP CODE: Friendswood, TX 77546 PHONE: (281) 482-8881 I FAX: (713) 456-2812 EMAIL ADDRESS: Chad@generocityserviees.com Generocityservices.com WEBSITE URL This Section to be Completed by HCDE Contract Number: 21/039MR-08 Term of contract: 07/21/2021 to 07/20/2022 Vendor shall honor all CP Administrative Fees for any sales resulting from this Contract whether Vendor is awarded a renewal or not. Approved by Harris County Department of Education: 67er/r,1mrezaa Jesus Amezcua (Aug 17,2021 B:38 CDT) 07/21/2021 Jesus J. Amezcua, PhD., CPA, RTSBA Board Approval Date Assistant Superintendent for Business Services Page 3 of 34 Updated 1.2021 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR 5.0 CONTRACT TERMS AND CONDITIONS These Contract Terms and Conditions are part of the final contract in each product and/or service contract awarded as a result of this CSP and are part of the terms and conditions of each Purchase Order, Job Order, or proposal forms issued in connection with this CSP. Vendors are responsible for identifying any exceptions to these terms and conditions. ANY EXCEPTIONS MUST BE NOTED DIRECTLY BELOW EACH OF THE RESPECTIVE TERMS AND CONDITIONS AND REDLINED IN "RED". THE EXCEPTIONS SHOULD BE UPLOADED INTO THE RESPONSE ATTACHMENTS SECTION OF THE EBID SUBMISSION.. Proposals that are qualified with conditional clauses, items not called for, or other irregularities may be considered non -responsive by HCDE/CP and eliminated from further consideration. CONTRACT BETWEEN HARRIS COUNTY DEPARTMENT OF EDUCATION AND Generocity Services, Inc. FOR JOB ORDER CONTRACTING, IDIQ PUBLIC WORK, MINOR CONSTRUCTION, MAINTENANCE, AND RENOVATION WORK This Contract is entered into between HCDE/CP and Vendor, having submitted a proposal in response to this CSP issued by HCDE/CP and whose proposal has been accepted and awarded by HCDE. In consideration of the mutual covenants and conditions contained in this Contract and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HCDE/CP and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Contract, agree as follows: 5.1. Definitions The terms used in this Contract shall have the meanings assigned to them in Section 1.0 Notice of Intent of the CSP. 5.2. Use of Contract by CP members Vendor agrees and understands that this CSP and Contract may be used to accomplish work for HCDE/CP, a local governmental entity. Vendor further agrees and understands that this CSP and Contract may also be utilized by CP members pursuant to the piggyback method, as contemplated in the U.S. Department of Agriculture Memorandum SP 35-2012, Procuring Services of Purchasing Cooperatives, Group Purchasing Organizations, Group Buying Organizations, etc. ("SP 35-2012). Vendor agrees and understands that CP members include "school food authorities," as that term is used in SP 35-2012. 5.3. Contract Terms; Amendment The terms and conditions of this Contract shall govern all procurements conducted hereunder. No pre -published terms on Vendor's Purchase Order, acknowledgments, invoices, or other forms shall have any force or effect unless expressly agreed to by the CP member and Vendor. No amendment of this Contract shall be permitted unless and until first approved in writing by HCDE/CP and, if necessary, the CP member(s), and no such amendment shall have any effect unless and until a written amendment to this Contract is executed by the HCDE Superintendent or his designee after any necessary approvals have been obtained from the HCDE Board of Trustees. In the event that a Vendor has an existing HCDE/CP contract in the same contract title, upon award the new contract will immediately supersede the older contract. 5.4. Term of Contract; Renewal of Contract The initial term of this Contract is for a period of one (1) year, with HCDE/CP having the option to renew the Contract for three (3) additional one-year terms, at HCDE's sole discretion, unless otherwise specified in Section 6.0 Scope of Proposal. Consequently, the total term of the Contract may be for a period of four (4) years. The phrase "Term" in this Contract shall mean the then -current Term of the Contract, whether an initial term or a renewal term. eBid JOC CSP (revised February 2021) Page 15 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR 5.5. Termination of Contract; Survival This Contract shall remain in effect until (1) the Contract expires by its terms or (2) the Contract is terminated by mutual consent of HCDE/CP and Vendor. All Supplemental Contracts, purchase orders, and/or orders for goods or services issued by HCDE and/or CP members and accepted by Vendor shall survive the expiration or termination of this Contract. During the term of any Supplemental Contract entered into between Vendor and a CP member, all terms of this Contract shall continue to apply to the Supplemental Contract. In the event of a breach or default of the Contract and/or the CSP by Vendor, HCDE/CP reserves the right to enforce the performance of the Contract in any manner prescribed by law or deemed to be in the best interest of HCDE/CP and/or CP members. HCDE/CP further reserves the right to terminate the Contract immediately in the event Vendor fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the CSP, this Contract, and/or a Purchase Order; (2) make any payments owed; or (3) otherwise perform in accordance with this Contract and/or the CSP. HCDE/CP also reserves the right to terminate the Contract immediately, with written notice to Vendor, if HCDE/CP believes, in its sole discretion that it is in the best interest of HCDE/CP and/or CP members to do so. In the event that a material change to the terms of the Contract occurs, then the Contract shall be allowed to expire and shall not be renewed upon the conclusion of the Contract's term. The phrase "material change" in this paragraph shall mean a modification that substantially exceeds the terms of the original contract between HCDE/CP and Vendor. Upon the expiration of the Contract's term, HCDE/CP may issue a new CSP for the goods or services procured under the previous contract. Vendor agrees that HCDE/CP shall not be liable for damages in the event that HCDE/CP declares Vendor to be in default or breach of this Contract and/or the CSP. Vendor further agrees that upon termination of the Contract for any reason, Vendor shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and/or Vendor. 5.6. Prevailing Wage Rates Vendor and all subcontractors of Vendor shall comply with all laws regarding prevailing wage rates, including, but not limited to, TEX. GOV'T. CODE Chapter 2258, applicable to the construction of a public work, and any related federal requirements, including the DAVIS-BACON ACT. In the event TEX. GOV'T. CODE Chapter 2258 applies to a product or service provided by Vendor to HCDE/CP or a CP member, Vendor and any subcontractor(s) shall comply with the prevailing wage rates set by HCDE/CP or the CP member. 5.7. Change Orders . Pursuant to TEX. EDUC. CODE § 44.0411(a), for HCDE/CP and CP members that are Texas school districts, if a change in plans or specifications is necessary after the performance of a Purchase Order or Job Order has begun or if it is necessary to decrease or increase the quantity of work to be performed or of materials, equipment, or supplies to be furnished, the CP member may approve change orders making the changes. The total Purchase Order or Job Order price may not be increased because of the changes unless additional money for increased costs is approved for that purpose from available money or is provided for by the authorization of the issuance of time warrants. The CP member may grant general authority to an administrative official to approve the change orders. A Purchase Order or Job Order with an original contract price of $1 million or more may not be increased under TEX. EDUC. CODE § 44.0411(a) by more than 25 percent. If a change order for a Purchase Order or Job Order with an original contract price of less than $1 million increases the contract amount to $1 million or more, the total of the subsequent change orders may not increase the revised contract amount by more than 25 percent of the original contract price. 5.8. Compliance with Laws Vendor shall comply with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including, as applicable, workers' compensation laws; minimum and maximum salary and wage statutes and regulations; prompt payment and licensing laws and regulations; anti -discrimination statutes and regulations (Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 C.F.R. Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement —Nutrition Programs and Activities); the Davis -Bacon Act (40 U.S.C. § 276a / 29 CFR Part 5); the Copeland "Anti -Kickback" Act (18 U.S.C. § 874 / 29 eBid JOC CSP (revised February 2021) Page 16 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP 1121/039MR CFR Part 5); the Equal Opportunity Employment requirements (Executive Orders 11246 and 11375 / 41 CFR Chapter 60); the McNamara -O'Hara Service Contract Act (41 U.S.C. 351); Section 306 of the Clean Air Act (42 U.S.C. § 1857h); Section 508 of the Clean Water Act (33 U.S.C. § 1368); Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15); the Contract Work Hours and Safety Act (40 U.S.C. § 3701- 3708; 29 C.F.R. Part 5; the Solid Waste Disposal Act (Section 6002 as amended by the Resource Conservation and Recovery Act for procuring solid waste management services in a manner that maximizes energy and resource recovery when contract amount is in excess of $10,000); the Education Department General Administrative Regulations ("EDGAR")/Uniform Guidance (2 C.F.R. Part 200); mandatory standards and policies contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871); and all applicable requirements and regulations, including those related to reporting, patent rights, copyrights, data rights, and those mandated by federal agencies making awards of federal funds to HCDE/CP and/or CP members, including, without limitation, the U.S. Department of Agriculture and/or Texas Department of Agriculture. Vendor understands that Vendor is ineligible to receive a contract award with HCDE/CP if Vendor or its principal(s) is listed on the government wide exclusions in the System for Award Management (Debarment and Suspension Orders Executive Orders 12549 and 12689) or is 30 days or more delinquent in paying child support (Tex. Fam. Code § 231.006). For the entire duration of this Contract, Vendor and all subcontractors shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Contract. All permits will be acquired by Vendor and invoiced to the CP member at cost as part of the Purchase Order, unless the permits are provided by the CP member. For the entire duration of this Contract, Vendor and all subcontractors shall also comply with all requirements pertaining to local, state, or federal health and safety certifications, licensing, or regulations. Vendor must comply with all state and local building code requirements unless otherwise specifically provided in the CP member's Purchase Order, and Vendor must pay all fees and charges for connections to outside services and for use of property outside the project site. The states of individual CP members may have regulations and laws that govern payment retention and progress payments for public projects. Vendor is responsible for being acquainted with and complying with each state's requirements. When required or requested by HCDE/CP or a CP member, Vendor shall furnish HCDE/CP and/or the CP member with satisfactory proof of Vendor's compliance with this provision. 5.9. Confidentiality Vendor and HCDE/CP agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations. Vendor and HCDE/CP understand that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable. Vendor also acknowledges that HCDE/CP and numerous CP members are subject to the Texas Public Information Act, and Vendor waives any claim against and releases from liability HCDE/CP and CP members, their respective officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Contract or otherwise created, assembled, maintained, or held by Vendor, HCDE, or a CP member and determined by HCDE/CP or the CP member, the Attorney General of Texas, or a court of law to be subject to disclosure under the Texas Public Information Act. 5.10. Performance and Payment Bonds — Construction/public works projects only Vendor agrees to provide performance bonds and/or payment bonds as required by law, based on the amount or estimated amount of any Purchase Order or Job Order for a public work contract, which is defined as a contract for constructing, altering, or repairing a public building or carrying out or completing any public work. TEX. GOV'T. CODE §§ 2253.001(4); 22269.411. Pursuant to TEX. GOV'T. CODE § 2253.021, a performance bond is required if a Purchase Order is in excess of $100,000 for CP members that are governmental entities subject to Chapter 2253; a payment bond is required if a Purchase Order or Job Order is in excess of $25,000 for CP members that are governmental entities subject to Chapter 2253 and are not municipalities or a joint board created under Subchapter D, Chapter 22 of the Tex. Transp. Code, and a payment bond is required if a Purchase Order or Job Order is in excess of $50,000 for CP members that are governmental entities subject to Chapter 2253 and are municipalities or a joint board created under Subchapter D, Chapter 22 of the TEX. TRANSP. CODE. 5.11. Title and Risk of Loss Whenever HCDE/CP or a CP member is purchasing (and not leasing) a product under this Contract, title and risk of loss shall pass upon the later of HCDE/CP or the CP member's acceptance of the product or payment of the applicable invoice. eBid JOC CSP (revised February 2021) Page 17 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR 5.12. Warranty Conditions All product(s) and/or service(s) provided by the Vendor under this Contract must be warranted to be free from defects in material, workmanship, and free from such defects in design for a period of one (1) year upon the later of HCDE's or the CP member's acceptance of the product and/or service or payment of the applicable invoice. Vendor warrants that all products and/or services furnished under this Contract shall conform in all respects to the terms of this Contract, including any drawings, specifications, and/or standards incorporated herein, including, without limitation, those detailed in the CSP and Purchase Order. In addition, Vendor warrants that products and/or services are suitable for and will perform in accordance with the purposes for which they are intended. Vendor shall assume all liabilities incurred within the scope of consequential damages and incidental expenses, as set forth in the Vendor or manufacturer's warranty, which result from either delivery or use of product, which does not meet the specifications within this Contract, the CSP, or Purchase Order. 5.13. Criminal History Review Section 10.0 Attachment—SB 9 Contractor Certification: Contractor Employees (Required) and Attachment—SB 9 Contractor Certification: Subcontractor Form (If Applicable) must be submitted with packet, if applicable. Prior to commencing any work under the Contract, if Vendor contracts with HCDE/CP to provide services, Vendor must certify, on the form provided herein, that for each covered employee of Vendor who will have direct contact with students, Vendor has obtained, as required by TEX. EDUC. CODE Section 22.0834: (a) state criminal history record information from a law enforcement or criminal justice agency or a private entity that is a consumer reporting agency governed by the Fair Credit Reporting Act (15 U.S.C. Section 1681 et seq.) for each covered employee of Vendor employed before January 1, 2008; and (b) national criminal history record information for each employee of Vendor employed on or after January 1, 2008. Vendor must also obtain similar certifications of compliance with TEX. EDUC. CODE, Chapter 22 requirements from any subcontractors on the form provided herein. Covered employees with disqualifying criminal history are prohibited from serving at HCDE/CP or at CP school district members' locations; Vendor and any subcontracting entity may not permit a covered employee to provide services at a school if the employee has been convicted of a felony or misdemeanor offense that would prevent a person from being employed under TEX. EDUC. CODE § 22.085(a) (i.e., Title 5 felony or an offense requiring registration as a sex offender and victim was under 18 years of age or was enrolled in a public school at the time the offense occurred). Covered employees do not include employees of a contracting or subcontracting entity that is providing engineering, architectural, or construction services on a project to design, construct, alter, or repair a public work if: (1) the public work does not involve the construction, alteration, or repair of an instructional facility as defined by Texas Education Code Section 46.001; (2) the employee's duties will be completed more than seven (7) days before a new instructional facility will be used for instruction; or (3) for an existing instructional facility, the work area contains sanitary facilities separated from all areas used by students by a fence at least six (6) feet high, and the Contractor adopts, informs employees of, and enforces a policy prohibiting employees and any subcontractor's employees from interacting with students or entering areas used by students. Tex. Educ. Code §§ 22.0834(a-1), .08341. The criminal history record information review obligation applies only if Vendor contracts with HCDE/CP to provide services; it does not apply to a contract for the purchase of goods, products or real estate. 5.14. Customer Support Vendor shall provide timely and accurate technical advice and sales support to HCDE/CP staff, and CP members. Vendor shall respond to requests for customer support within one (1) business day after receipt of the request. Vendor shall provide training to HCDE/CP staff and/or CP members regarding products and/or services supplied by Vendor, at no additional charge, if requested by HCDE/CP or a CP member. 5.15. HCDE/CP and/or CP members' Property In the event of loss, damage, or destruction of any property owned by or loaned by HCDE/CP or a CP member that is caused by Vendor or Vendor's representative, agent, employee, or contractor, Vendor shall indemnify HCDE/CP or the CP member and pay to HCDE/CP or the CP member the full value of or the full cost of repair or replacement of such property, whichever is greater, within thirty (30) days of Vendor's receipt of written notice of HCDE's or the CP member's determination of the amount due. If Vendor fails to make timely payment, HCDE/CP or the CP member may obtain such money from Vendor by any means permitted by law, including, eBid JOC CSP (revised February 2021) Page 18 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR without limitation, offset or counterclaim against any money otherwise due to Vendor by HCDE/CP or the CP member. 5.16. Tax Exempt Status HCDE/CP and all CP members that are Texas governmental entities or agencies are exempt from payment of Texas State Sales Taxes under TEXAS TAX CODE§ 151.310 for the purchase of tangible personal property. Laws of other states govern the tax status of CP members in states other than Texas. Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from this Contract, including, without limitation, any federal, state, or local income, sales or excise taxes of Vendor or its employees. HCDE/CP and CP members shall not be liable for any taxes resulting from this Contract, except where otherwise required by law. 5.17. Other State Tax Requirements 5.17.1. Payment of Taxes by CP members Outside of Texas — CP members outside of Texas will pay only the rate and/or amount of taxes identified in Vendor's proposal submitted in response to the CSP as appropriate to the specific CP member. 5.17.2. State and Local Transaction Privilege Taxes — The CP member is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sales of products and are the sole responsibility of Vendor, as the seller, to remit. Failure to remit taxes from HCDE/CP and/or the CP member, as the buyer, does not relieve Vendor, as the seller, from its obligation to remit taxes. 5.18. State of Texas Franchise Tax By submitting a proposal in response to the CSP, Vendor certifies that Vendor is not currently delinquent in Vendor's payment of any franchise taxes or other taxes owed to the State of Texas. 5.19. Tax Responsibilities of Vendor and Indemnification for Taxes Vendor is responsible for complying with the tax laws of states and the federal government. Vendor and all subcontractor(s) of Vendor shall pay all federal, state, and local taxes applicable to Vendor's operation, any persons employed by Vendor, and all subcontractors of Vendor. Vendor shall require all subcontractors to hold HCDE/CP and the CP member harmless from any responsibility for taxes, damages, and interest. If applicable, contributions required under federal, state, and/or local laws and regulations and any other costs, including, but not limited to, transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker's Compensation, shall be the sole responsibility of Vendor. 5.20. IRS W-9 To receive payment under this Contract, Vendor shall have a current I.R.S. W-9 Form on file with the CP member. 5.21. Assignment of Contract Vendor may not assign this Contract or any of its rights, duties or obligations hereunder without the prior written approval of HCDE. Any attempted assignment of this Contract by Vendor shall be null and void. Any Purchase Order or Job Order made as a result of this Contract may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of HCDE/CP and, if applicable, the CP member. 5.22. Notification of Material Change Vendor is required to notify HCDE/CP when any material change in operations occurs, including changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change. 5.23. Performance Vendor agrees to use commercially reasonable best efforts to provide the product(s) and/or service(s) subject to this Contract. Vendor shall furnish all supervision, labor, tools, equipment, permits, licenses, transportation, insurance, material, and supplies necessary to complete any scope of work, Purchase Order, or Job Order under this Contract. Vendor shall use skilled, trained personnel, who shall be supervised by Vendor. eBid JOC CSP (revised February 2021) Page 19 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR 5.24. Subcontractors If Vendor uses subcontractors in the performance of any part of this Contract, Vendor shall be fully responsible to HCDE/CP and CP members for all acts and omissions of the subcontractors. Nothing in this Contract shall create for the benefit of any such subcontractor any contractual relationship between HCDE/CP and any such subcontractor, nor shall it create any obligation on the part of HCDE/CP or CP members to pay or to see to the payment of any monies due any such subcontractor except as may otherwise be required by law. Vendor represents and warrants that it is willing, able, and capable of obtaining, supervising, and being responsible for any subcontractors who perform and/or provide products and services related to this Contract. If Vendor uses subcontractors in the performance of any Purchase Order or Job Order issued as a result of a Job Order Contract awarded via this procurement solicitation, subcontractors must issue their Job Order Quotes using the same pricing method(s) outlined in the procurement solicitation and according to Texas Government Code Chapter 22269, Subchapter I, Job Order Contracts Method. 5.25. Non -Appropriation Renewal of this Contract, if any, will be in accordance with TEX. LOCAL GOV'T. CODE § 271.903 concerning non -appropriation of funds for multi -year contracts. Notwithstanding any other provision of this Contract or obligation imposed on HCDE/CP or any CP member by this Contract, HCDE/CP and CP members shall have the right to terminate this Contract, any Supplemental Contract, Purchase Order, and/or Job Order without default or liability to Vendor resulting from such termination, effective as of the expiration of each budget period of HCDE/CP or any CP member if it is determined by HCDE/CP or any CP member, at their sole discretion, that there are insufficient funds to extend this Contract, any Supplemental Contract, any Purchase Order. The parties agree that this Contract, any Supplemental Contract, any Purchase Order, and/or any Job Order are commitments of the current revenue of HCDE/CP and CP members only. 5.26. Ordering Procedures Purchase Orders/Job Orders are issued by HCDE/CP and/or CP members to the Vendor according to this Contract and any Supplemental Contract between HCDE/CP and the CP member. CP members must send Purchase Orders/Job orders to HCDE/CP, unless otherwise stipulated by HCDE/CP. HCDE/CP may request confirmation of receipt of the Purchase Order/Job Order from Vendor. HCDE/CP also may elect to require e -commerce functionality, in which Purchase Orders/Job Orders are sent directly to Vendor and reported by the CP member to HCDE/CP on a specified basis. The e -commerce approach must be approved by HCDE/CP prior to the start date of any Term of the Contract. 5.27. Invoices; Payments 5.27.1. Vendor shall submit invoices, in duplicate, directly to HCDE/CP or the CP member at the appropriate location(s) specified by HCDE/CP or the CP member. Each invoice shall include HCDE's or the CP member's Purchase Order/Job Order number and HCDE/CP Contract Number. All invoices shall be itemized to include the type of product(s) and/or service(s) rendered. Vendor shall submit invoices within a timely manner during HCDE's or the CP member's fiscal year in which the product(s) and/or service(s) are purchased. The shipment tracking number or pertinent information for verification of HCDE's or the CP member's receipt shall be made available upon request by HCDE/CP or the CP member. 5.27.2. HCDE/CP or the CP member will make payments directly to Vendor. HCDE/CP or the CP member placing the Purchase Order/Job Order with Vendor shall alone be liable and/or responsible for payment for product(s) and/or service(s) ordered and must be invoiced directly by Vendor. Neither HCDE/CP nor any CP member shall be liable for the indebtedness of any one CP member. 5.27.3. TEX. GOV'T. CODE § 2251.021 shall govern when payments are due to the Vendor. Payments are due to Vendor by HCDE/CP and any CP member whose governing body meets only once a month or less frequently, within forty-five (45) days after the later of the following: (1) the date HCDE/CP or the CP member receives the products and services under the Contract; (2) the date the performance of the eBid JOC CSP (revised February 2021) Page 20 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR service under the Contract is completed; or (3) the date HCDE/CP or the CP member receives an invoice for the products or service. For CP members whose governing bodies meet more than once a month or more often, payments are due by those CP members within thirty (30) days after the later of the following: (1) the date the CP member receives product(s) under the Contract; (2) the date the performance of the service under the Contract is completed; or (3) the date the CP member receives an invoice for product(s) or service(s). Vendor agrees to pay any subcontractors the appropriate share of the payment received from HCDE/CP or the CP member not later than the tenth (10th) day after the date the Vendor receives the payment from HCDE/CP or the CP member. The exceptions to payments made by HCDE, a CP member, and/or Vendor listed in TEX. GOV'T. CODE § 2251.002 shall apply to this Contract. 5.27.4 In addition to all other rights and remedies that HCDE may have, HCDE shall have the right to setoff, against any and all amounts due to Vendor by HCDE, whether due under this Contract or any other agreement between HCDE (including any division of HCDE) and Vendor, any sums for which HCDE is entitled to under this Contract, as determined by HCDE in its sole discretion, including, without limitation, sums due by Vendor to HCDE as a result of indemnification obligations, warranty claims, and/or HCDE/CP Administrative Fee(s). 5.28. Reporting The Vendor shall provide HCDE/CP with a detailed monthly report showing the total dollar volume of all sales under this Contract for the previous month in Microsoft Excel format, in the format and with the information specified by HCDE/CP. Reports are due on the fifteenth (15) day of the month, after the close of the previous month and shall provide information regarding Purchase Orders/Job Orders during the previous month. Vendor is responsible for collecting and compiling all sales under this Contract from all CP members and submitting one (1) consolidated monthly report. The monthly report shall include, at a minimum, the date of each Purchase Order/Job Order, Purchase Order/Job Order number, CP member name, city/town, and Purchase Order total dollar amount. Reports shall be submitted in an electronic format to HCDE/CP at 6005 Westview, Houston, Texas 77055, or electronically mailed to facilityreporting@choicepartners.org. The Vendor shall provide HCDE/CP with velocity/usage reports within five (5) business days of any request by HCDE/CP for such reports. 5.29. Pricing Changes All prices and discount percentages in Vendor's proposal shall be firm for the Term of this Contract. Pricing may be negotiated during the Contract renewal period. In the event Proposer's prices will be adjusted or escalated upon a renewal (if any) of the fixed -price contract awarded pursuant to this RFP, Proposer must indicate such in its proposal. Any adjustment or escalation of the fixed price(s) will be based on the CPI index and may only be made at the time of contract renewal. Vendor agrees to promptly lower the proportionate price of any product purchased through this Contract following a reduction in the price the Vendor is paying suppliers. All pricing submitted to HCDE/CP in Vendor's proposal shall include the administrative fee to be remitted to HCDE/CP by Vendor. It is Vendor's responsibility to keep all pricing up-to-date and on file with HCDE/CP. All price changes shall be presented to HCDE/CP for acceptance or rejection by HCDE/CP, in its sole discretion, using the same format as was accepted in Vendor's original proposal; all price changes for products and/or services provided under this Contract must be approved, in writing, by HCDE/CP prior to taking effect. The following documentation shall be provided to support a request for a price change: • justification for change/increase • terms and conditions • market conditions • manufacturers'/distributors' impact, if any All price decreases shall be allowed for all products and/or services. eBid JOC CSP (revised February 2021) Page 21 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR 5.30. HCDE/CP Administrative Fee HCDE/CP will invoice Vendor for the HCDE/CP Administrative Fee of 3% (3% for priced line items and 2% for non -pre -priced line items), subject to the Administrative Incentive Clause, below. HCDE/CP reserve the right to modify the Administrative Fee at any time, upon notice to Vendor. The invoice for the Administrative Fee will be based on total sales made through this Contract. Vendor shall remit payment of the HCDE/CP Fee to HCDE/CP no later than thirty (30) days following the end of the month. Failure to pay the HCDE/CP Administrative Fee in a timely manner may result in Vendor breaching this Contract and may result in HCDE/CP suspending or terminating this Contract. Vendor shall honor and pay HCDE/CP the HCDE/CP Administrative Fee for any sales resulting from this Contract that occurred within thirty (30) days of the expiration or termination of this Contract. All rebates, discounts, and other applicable credits granted by Vendor as a result of any Supplemental Contracts entered into between Vendor and CP members shall accrue exclusively to CP member(s). Administrative Fee Incentive Clause. The following incentives will be determined in the sole discretion of HCDE/CP and will be based on amounts actually invoiced by CP to Vendor. Vendor's failure to abide by the Contract's terms and conditions, including, without limitation, Vendor's requirement to report sales to HCDE/CP, may result in HCDE/CP voiding the Administrative Fee Incentive, in HCDE/CP's sole discretion. One -Year Term(s) • Gross sales above $5M invoiced by Choice Partners = 2% for remainder of the then - current Contract Term • Subsequent renewal 1 -year Term = 2.75% and Vendor must maintain production of $5M to keep 2.75% fee for the next subsequent renewal 1 -year Term Individual Job Orders • 52M or above = 2.5% only in the Contract Term in which they are invoiced • $1M or above = 2.75% only in the Contract Term in which they are invoiced 5.31. Records Retention Vendor shall maintain its records and accounts in a manner that shall assure a full accounting for all product(s) and/or service(s) provided by the Vendor to HCDE/CP and/or CP members under this Contract. These records and accounts shall be retained by Vendor and made available for review and copying by HCDE/CP and CP members for a period of not less than three (3) years from the date of completion of the service(s), receipt of product(s), the date of the receipt by HCDE/CP or the CP member of Vendor's final invoice or claim for payment in connection with this Contract, or the date HCDE/CP or the CP member makes final payments and closes pending matters in connection with a federal grant, whichever is later. If an audit or a compliance review has been announced, the Vendor shall retain its records and accounts until such audit or compliance review has been completed. When federal funds are expended by HCDE or any CP member pursuant to this Contract, Vendor certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.334. Vendor further certifies that Vendor will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. 5.32. Right to Review, Audit and Inspect HCDE/CP, CP members, any federal agency that has awarded federal funds/grant(s) to HCDE/CP or a CP member, and the Comptroller General of the United States, and/or any of their authorized representatives, shall, upon written notice, have the right to audit and examine all of Vendor's records and accounts relating to this Contract and inspect any project performed by the Vendor relating to this Contract. Records subject to audit/review shall include, but are not limited to, all Purchase Orders and/or Job Orders resulting from this Contract and records which may have a bearing on matters in connection with the Vendor's work for HCDE/CP and/or CP members, and shall be open to inspection and subject to audit/review and/or reproduction by HCDE/CP, CP member, and/or their authorized representative(s) to the extent necessary to adequately permit evaluation and verification of: eBid JOC CSP (revised February 2021) Page 22 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR 5.32.1. Vendor's compliance with this Contract and the requirements of the CSP. 5.32.2. Compliance with procurement laws, policies, and procedures, including, without limitation, reviewing/comparing pricing on invoices and the appropriate Unit Price Book for JOC work performed for HCDE/CP and/or CP members. 5.32.3. Compliance with provisions for computing billings to HCDE/CP and/or to CP members. 5.32.4. Any other matter related to this Contract. 5.33. Indemnification VENDOR SHALL INDEMNIFY AND HOLD HARMLESS HCDE/CP AND EACH CP MEMBER, INCLUDING HCDE'S AND CP MEMBERS' TRUSTEES, OFFICERS, ADMINISTRATORS, EMPLOYEES, AND AGENTS, FROM ALL CLAIMS, LIABILITIES, COSTS, SUITS OF LAW OR IN EQUITY, EXPENSES, ATTORNEYS' FEES, FINES, PENALTIES OR DAMAGES ARISING FROM ACTS OR OMISSIONS OF VENDOR, VENDOR'S EMPLOYEES, AGENTS, OR SUBCONTRACTORS, IN CONNECTION WITH THIS CONTRACT, INCLUDING WITHOUT LIMITATION, THOSE ARISING FROM CLAIMED INFRINGEMENT OF ANY PATENTS, TRADEMARKS, COPYRIGHT OR OTHER CORRESPONDING RIGHT(S) WHICH IS RELATED TO ANY ITEM VENDOR IS REQUIRED TO DELIVER. VENDOR'S OBLIGATIONS UNDER THIS CLAUSE SHALL SURVIVE ACCEPTANCE AND PAYMENT BY HCDE/CP OR THE CP MEMBER. 5.34. Governing Law and Exclusive Venue The laws of the State of Texas, without regard to its provisions on conflicts of laws, govern this Contract. Any dispute under this Contract involving HCDE/CP must be brought exclusively in the state and federal courts located in Houston, Harris County, Texas. Any dispute not involving HCDE/CP but involving a CP member and Vendor shall be governed by the laws of the state of the CP member, without regard to its provisions on conflicts of laws, and exclusive jurisdiction and venue shall lie in the city, county, and state of the CP member. 5.35. Multiple Contract Awards; Non -Exclusivity HCDE/CP reserves the right to award multiple contracts under the CSP, including multiple contracts for each product/service category. Product/Service categories are established at the sole discretion of HCDE/CP. Nothing in this Contract may be construed to imply that Vendor has the exclusive right to provide products and/or services to HCDE/CP and/or CP members. During the Term of this Contract, HCDE/CP and CP members reserve the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Vendor. In the event that a Vendor has an existing HCDE/CP contract in the same contract title, upon award the new contract will immediately supersede the older contract. 5.36 New Products New products that meet the specifications detailed in the CSP may be added to this Contract, with prior written approval from HCDE/CP. Pricing of any new products shall be equivalent to the percentage discount or proposed prices for other similar products. Vendor may replace or add products to the contract if: the replacing products are equal to or superior to the original products offered or discounted in a similar degree or to a greater degree and the products meet the requirements of the CSP. No products may be added to avoid competitive procurement procedures. HCDE/CP may reject any proposed additions, without cause, in its sole discretion. 5.37. No Substitution; Product Recall Any Purchase Order issued pursuant to this Contract shall conform to the specifications and descriptions identified in this Contract and the CSP. Vendor shall not deliver substitutes without prior written authorization from HCDE/CP or the CP member. If a product recall is instituted on any good that has been furnished and delivered to HCDE/CP or any CP member, Vendor must immediately (i.e., within 24 hours but preferably sooner) notify the purchasing agent of HCDE/CP and the purchasing CP member by e-mail or in writing and must include all pertinent information relating to the recall. If Vendor is unable to contact the purchasing agent, Vendor must contact the Director of Purchasing of eBid JOC CSP (revised February 2021) Page 23 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR HCDE/CP and the purchasing CP member. Vendor will be responsible for all costs associated with replacing the recalled product, including replacement cost, shipping charges, etc. This requirement shall survive payment and acceptance of the goods. 5.38 Penalties If the Vendor is unable to provide the product(s) or services at the prices quoted in Vendor's proposal or if Vendor fails to fulfill or abide by the terms and conditions of the Contract, the CSP, or a Supplemental Contract, HCDE/CP or the CP member may take the following action(s), in the sole discretion of HCDE/CP or the CP member, and Vendor agrees to comply with the chosen action(s): 5.38.1 Insist that the Vendor honor the quoted price(s) specified in Vendor's proposal or the Supplemental Contract, as applicable; 5.38.2 Have the Vendor pay the difference between the Vendor's price and the price of the next acceptable proposal, as determined by HCDE/CP or the CP member; 5.38.3 Have the Vendor pay the difference between Vendor's price and the actual purchase price of the product or service on the open market; and/or 5.38.4 Recommend to HCDE Board of Trustees that the Vendor no longer be given the opportunity to submit a proposal to HCDE/CP and/or that this Contract be terminated. 5.39. Promotion of Contract Marketing Plan The marketing of Vendor's company, product, and/or services shall be the sole responsibility of Vendor. HCDE/CP may only supply Vendor with CP members' contact lists that contain name, address, phone numbers, and/or email addresses. Other items geared toward the joint -marketing of HCDE/CP and Vendor's company, product, and/or services shall be at HCDE/CP's sole discretion. Encouraging CP members to circumvent this Contract by purchasing directly from Vendor may result in suspension or termination of this Contract. For so long as this Contract is valid and enforceable between the parties, Vendor agrees to display the CP seal in its marketing collateral materials, such as Vendor's website and related marketing materials. Vendor shall submit all promotional materials to HCDE/CP and obtain written approval before Vendor finalizes or publishes promotional material bearing the HCDE/CP or HCDE/CP name or seal. Vendor may not release any press release or other publication regarding this Contract or HCDE/CP unless and until HCDE/CP first approves the press release or publication in writing. 5.40. Website Support Vendor agrees to cooperate with HCDE/CP in publicizing contract particulars on the CP website. Vendor also agrees to work with HCDE/CP in updating and maintaining current information on Vendor activities related to the Contract on the CP website. Vendor agrees to provide an electronic version of its logo for use on the CP website upon Contract award and provide other information as reasonably requested by HCDE/CP to help ensure that the CP website is current and consistently updated. 5.41. Safety Vendor, its subcontractor(s), and their respective employees shall comply fully with all applicable federal, state, and local safety and health laws, ordinances, rules, and regulations in the performance of services under this Contract, including, without limitation, those promulgated by HCDE/CP, CP members, and by the Occupational Safety and Health Administration ("OSHA"). In case of conflict, the most stringent safety requirements shall govern. Vendor shall comply with all other safety guidelines and standards as required by HCDE/CP or CP members. Vendor shall indemnify and hold HCDE/CP and/or the CP member harmless from and against all claims, demands, suits, actions, judgments, fines, penalties, and liability of every kind arising from the breach of Vendor's obligations under this provision. 5.42. Workforce Vendor shall employ only orderly and competent workers, skilled in the performance of the services, if any, which shall be performed under this Contract. Vendor, its employees, subcontractors, and subcontractor's employees may not use or possess any firearms, alcoholic or other intoxicating beverages, illegal drugs or controlled substances while on the job or on HCDE/CP and CP members' property, nor may such workers be intoxicated or under the influence of alcohol or drugs on HCDE/CP and CP members' property. eBid JOC CSP (revised February 2021) Page 24 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR 5.43. Supplemental Contracts A CP member and Vendor may enter into a separate, Supplemental Contract. Any Supplemental Contract developed as a result of this Contract and/or the CSP is exclusively between the CP member and Vendor and shall have no effect or impact on HCDE, any other CP member, or this Contract. Any Supplemental Contract between Vendor and a CP member is exclusively between that specific CP member and Vendor and will be subject to immediate cancellation by the CP member (without penalty to the CP member) if, in the opinion of the CP member, the quality, service, and specification requirements, and/or the terms and conditions are not maintained as stated in the Supplemental Contract. Vendor shall promptly notify HCDE/CP of any Supplemental Contract executed between Vendor and a CP member. 5.44. Insurance Vendor is required to provide HCDE/CP and/or the CP member with copies of certificates of insurance, naming HCDE/CP and/or the CP member as additional insured's for Texas Workers Compensation and General Liability Insurance, within 14 business days of contract award and prior to the commencement of any work under this Contract. Certificates of Insurance, name and address of Vendor, the limits of liability, the effective dates of each policy, and policy number shall be delivered to HCDE/CP and/or the CP member prior to commencement of any work under this Contract. The insurance company insuring Vendor shall be licensed in the State of Texas or the state in which the CP member is located, and shall be acceptable to HCDE/CP and/or the CP member. Vendor shall give HCDE/CP or the CP member a minimum of ten (10) days' notice prior to any modifications or cancellation of said policies of insurance. Vendor shall require all subcontractors performing any work under or relating to this Contract to maintain coverage as specified below. Vendor shall, at all times during the Term of this Contract, maintain insurance coverage with not less than the type and requirements shown below. If the CP member has higher insurance requirements than those listed below, such may be added to the Purchase Order. Such insurance is to be provided at the sole cost ofthe Vendor. These requirements do not establish limits of Vendor's liability. All policies of insurance shall waive all rights of subrogation against HCDE, CP members, and HCDE/CP and CP members' officers, employees and agents. Upon request, certified copies of original insurance policies shall be furnished to HCDE/CP and/or to CP members. HCDE/CP and the CP member, as requested, shall be named as an "additional insured" on insurance policies. HCDE/CP and the CP member reserve the right to require additional insurance should HCDE/CP or the CP member deem additional insurance necessary, in their sole discretion. • Workers Compensation (with waiver of subrogation to HCDE/CP and the CP member) Employer's Liability, including all states, U.S. Longshoremen, Harbor Workers and other endorsements. • Statutory, and Bodily Injury by Accident: $100,000 each employee. Bodily Injury by Disease: $500,000, policy limit $100,000 each employee. • Commercial General Liability Occurrence Form including, but not limited to, Premises and Operations, Products Liability Broad Form Property Damage, Contractual Liability, Personal and Advertising Injury Liability and where the exposure exists, coverage for watercraft, blasting collapse, and explosions, blowout, cratering and underground damage. $300,000 each occurrence Limit Bodily Injury and Property Damage combined. $300,000 Products -Completed Operations Aggregate Limit $500,000 per Job Aggregate. $300,000 Personal and Advertising Injury Limit. • Automobile Liability Coverage: $300,000 Combined Liability Limits Bodily Injury and Property Damage Combined. 5.45. Participation in HCDE/CP Vendor acknowledges and agrees that continued participation in the HCDE/CP cooperative purchasing program is subject to HCDE/CP's sole discretion and that Vendor may be removed from the HCDE/CP program at any time, with or without cause, in HCDE/CP's sole discretion. All work resulting from this Contract must cease eBid JOC CSP (revised February 2021) Page 25 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039M2 immediately after completion of the final accepted Purchase Order/Job Order. Nothing in this Contract or in any other communication between HCDE/CP and Vendor may be construed as a guarantee that HCDE/CP or CP members will submit any Purchase Order/Job Order to Vendor at any time. At a minimum, to continue participation in the HCDE/CP cooperative purchasing program, Vendor must: • Submit detailed monthly reports of all sales activity (such report is required even if there is no sales activity for a given month); • Timely remit Administrative Fee(s) to HCDE/CP; • Market Choice Partners, including inclusion of CP seal on Vendor's website, development and execution of marketing plan, and participation in at least 5 of marketing events (such as trade shows and conferences) annually; • Maintain a minimum annual sales activity of $15,000; • Completion of all required forms (such as Form 1295, EDGAR Certifications, etc.); and • Maintain required insurance and submit updated certificate(s) to CP annually 5.46. No Agency or Endorsements It is the intention of the parties to this Contract that Vendor is independent of HCDE/CP and CP members, is an independent contractor, and is not an employee, agent, joint venturer, or partner of HCDE/CP or any CP member. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venturer or partner, between HCDE/CP and Vendor, any CP member and Vendor, HCDE/CP and any of Vendor's agents, or any CP member and any of Vendor's agents. Vendor has no power or authority to assume or create any obligation or responsibility on behalf of HCDE/CP or any CP member, and HCDE/CP and HCE members have no power or authority to assume or create any obligation or responsibility on behalf of Vendor. This Contract shall not be construed to create or imply any partnership, agency, or joint venture, nor shall it be construed or deemed an endorsement of a specific company or product. Vendor agrees that HCDE/CP and CP members have no responsibility for any conduct of any of Vendor's employees, agents, representatives, contractors, or subcontractors. 5.47. Equal Opportunity It is the policy of HCDE/CP not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona 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. 5.48. Force Majeure Neither HCDE, any CP member, or Vendor shall be deemed to have breached any provision of this Contract as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, energy crises, fires, transportation contingencies, interruptions in third -party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are reasonably beyond HCDE, any CP member, or Vendor's control. HCDE, CP members, and Vendor are required to use due caution and preventive measures to protect against the effects of force majeure, and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision. The party seeking relief due to force majeure is required to promptly notify the other parties in writing, citing the details of the force majeure event and relief sought, and shall resume performance immediately after the obstacles to performance caused by a force majeure event have been removed, provided the Contract has not been terminated. Delay or failure of performance, by either party to this Contract, caused solely by a force majeure event, shall be excused for the period of delay caused solely by the force majeure event. HCDE, CP members, and Vendor shall not have any claim for damages against any other party resulting eBid JOC CSP (revised February 2021) Page 26 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR from delays caused solely by force majeure. Notwithstanding any other provision of this Contract, in the event the Vendor's performance of its obligations under this Contract is delayed or stopped by a force majeure event, HCDE/CP shall have the option to terminate this Contract. This section shall not be interpreted as to limit or otherwise modify any of HCDE's or CP members' contractual, legal, or equitable rights. 5.49. Severability In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 5.50. Waiver No failure on the part of either party at any time to require the performance by the other party of any term hereof shall be taken or held to be a waiver of such term or in any way affect such party's right to enforce such term, and no waiver on the part of either party of any term hereof shall be taken or held to be a waiver of any other term hereof or the breach thereof. No waiver, alteration, or modification of any of the provisions of this Contract shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. 5.51. Entire Agreement The Contract, the CSP, Vendor's proposal submitted in response to the CSP, the attached and incorporated attachments, addendum, and/or exhibits, if any, and the Supplemental Contract, if any, contain the entire agreement of the parties relative to the purpose(s) of the Contract and supersede any other representations, agreements, arrangements, negotiations, or understandings, oral or written, between the parties to this Contract. In the event of a conflict between this Contract and the CSP or Vendor's proposal submitted in response to the CSP, this Contract shall control. In the event of a conflict between the CSP and Vendor's proposal submitted in response to the CSP, the CSP shall control. This Contract supersedes any conflicting terms and conditions on any Purchase Order/Job Order, invoices, checks, order acknowledgements, forms, purchase orders, or similar commercial documents relating hereto and which may be issued by Vendor after the Effective Date of this Contract. In addition to this Contract, a Supplemental Contract between Vendor and the CP member may be established to further detail the terms and conditions of the CP member's specific project. In the event of a conflict between this Contract and the Supplemental Contract, as to HCDE, this Contract shall prevail. In the event of a conflict between this Contract and the Supplemental Contract, as to the CP member, the Supplemental Contract shall prevail unless the Supplemental Contract states otherwise. 5.52. Interpretation Vendor agrees that the normal rules of construction that requires that any ambiguities in this Contract are to be construed against the drafter shall not be employed in the interpretation of this Contract. 5.53. Notice Any notice provided under the terms of this Contract by the parties to any other shall be in writing and shall be given by hand -delivery or by certified or registered mail, return receipt requested. Notice shall be sufficient if made or addressed to the party at the address listed in the signature line of this Contract. Notice shall be deemed effective upon receipt. Each party may change the address at which notice may be sent to that party by giving notice of such change to the other party by certified mail, return receipt requested. 5.54. Captions The captions herein are for convenience and identification purposes only, are not an integral part hereof, and are not to be considered in the interpretation of any part hereof. 5.55 Certifications a. Vendor hereby certifies that it is not a company identified on the Texas Comptroller's list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. b. If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this eBid JOC CSP (revised February 2021) Page 27 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR Agreement has a value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Pursuant to Chapter 2270 of the Texas Government Code, Vendor hereby certifies and verifies that neither the Vendor, nor any affiliate, subsidiary, or parent company of the Vendor, if any (the "Vendor Companies"), boycotts Israel, and the Contractor agrees that the Vendor and Vendor 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. c. Vendor certifies and agrees that it shall not assist an employee, contractor, or agent of HCDE or of any other school district in obtaining a new job if the Vendor knows, or has probable cause to believe, that the individual engaged in sexual misconduct regarding a minor or student in violation of the law. Routine transmission of an administrative or personnel file does not violate this prohibition. See HCDE Policy CJ (Legal) and (Local). 5.56.0 USDA/TDA Special Terms and Conditions The following terms and conditions apply to all procurements and purchases involving federal School Nutrition Program funds. In the event of a conflict or inconsistency between the following terms and conditions and any provision of the Agreement, the procurement solicitation issued by HCDE, or the portion of Vendor's proposal submitted in response to HCDE's procurement solicitation that is satisfactory to HCDE, the following terms and conditions shall control. 5.56.1 Market Basket Analysis HCDE/CP reserves the right, in its sole discretion, to use a "Market Basket Analysis" method, as that term is defined by applicable USDA/TDA regulations and guidance. The Market Basket Analysis sample is established to represent 75% of the total estimated value of the Contract. The most recent velocity/sales report(s) from HCDE/CP's current supplier(s) was used to project the balance of the year and adjusted for any estimated change in menu and participation for the following year. As a result, this list of [100] goods to be purchased under this procurement solicitation and any resulting Contract includes the top [60] goods purchased by dollar volume representing the 75% threshold. Prices for the remaining [40] goods listed in this procurement solicitation should also be included, though they will not be a part of the Market Basket Analysis. The Market Basket Analysis shall not be used for service or equipment contracts/procurement solicitations or for Fee -For -Service Processing contracts. 5.56.2 Material Change If a material change (as the term is defined by TDA rules and regulations) to a contract entered into between HCDE/CP and Vendor occurs, then the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, HCDE/CP may issue a new RFP for the goods or services procured under the previously -existing contract. Material change for purposes of this Section 5.56.2 means a modification that substantially exceeds the terms of the original contract between HCDE/CP and Vendor. 5.56.3 Supplemental Contracts Supplemental Contracts are entered into pursuant to the piggyback method delineated in the U.S. Department of Agriculture directive SP 35-2012. Should the "piggybacking" result in a material change to the Contract, HCDE/CP will proceed under Section 5.56.2 of this RFP. 5.56.4 New Products During the Term of a Contract awarded under this RFP, additional purchases not included in the original RFP list and resulting awarded contract may become necessary and benefit HCDE/CP members. Vendor and HCDE/CP agree that the aggregate value of added purchases during each year of the Contract (if renewed) shall not exceed 10% of the estimated total value of the Contract. The total value of the Contract must be agreed upon, and the dollar value listed in the Contract and each renewal term of the Contract (if any). For purposes of this section, the total value of the Contract includes all contracts awarded as a result of the procurement solicitation to all vendors. For the initial Term of a Contract awarded under this RFP, Vendor and HCDE/CP agree that the total value of the Contract shall be $200 Million. Additions of new products may be included in the awarded Contract list during the renewal of the Contract through an amendment to the Contract, eBid JOC CSP (revised February 2021) Page 28 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR and the total Contract value adjusted accordingly. For each renewal term of the Contract, the total actual value of the Contract in the preceding year and the additional new product(s) made during that Term will be the basis for determining the maximum dollar amount (not to exceed 10%) of the additional new product(s) that will be allowed during the next Contract renewal term. 5.56.5 Bonds Vendor shall provide all bonds, including bid guarantee, performance bond, and payment bond, as applicable under U.S. Department of Agriculture and/or Texas Department of Agriculture rules. 5.56.6 Use by Other Governmental Entities In the event that HCDE/CP allows other governmental entities to "piggyback" onto any existing contract between HCDE and Vendor entered into pursuant to this procurement solicitation, Vendor agrees and understands that such other governmental entities may include "school food authorities," as that term is used in SP 35-2012. Should the "piggybacking" result in a material change to the Agreement for purposes of USDA/TDA purchases, HCDE/CP will proceed under the foregoing section entitled "Material Changes." 5.56.7 No Guarantee of Quantities Quantities for purchases paid for with School Nutrition Program funds are subject to change for various reasons, which include, but are not limited to the following: USDA commodity allocation(s), variations in student population, production item substitution(s), changes in consumer taste or expectations, pricing, and nutrition regulatory changes. 5.56.8 Buy American Act The Buy American Act, set forth in 7 C.F.R. Part 210.21(d), requires that participants in the National School Lunch Program and School Breakfast Program use the federal nonprofit food service funds, to the maximum extent practical, to buy domestic commodities or products for Program meals. 7 CFR Part 210.21(d) defines a "domestic commodity or product" as one that is either produced in the U.S. or is processed in the U.S. substantially using agricultural commodities that are produced in the U.S. "Substantially" means that over 51 percent of the final processed product consists of agricultural commodities that were grown domestically. Because many HCDE/CP members participate in the National School Lunch Program and School Breakfast Program, HCDE/CP requires Vendor to certify whether its products are "domestic commodities or products", as defined by 7 C.F.R. Part 210.21(d). Accordingly, Vendor agrees to provide certification and any necessary documentation requested by HCDE/CP member that the food product was processed in the U.S. and the percentage of U.S. content, by weight or volume, in the food component of processed food products supplied to HCDE/CP members. A "domestic commodity or product" is defined as one that is either produced in the U.S. or is processed in the U.S. substantially using agricultural commodities that are produced in the U.S. as provided in 7 C.F.R. 210.21(d). "Substantially" means that over 51 percent of the final processed product consists of agricultural commodities that were grown domestically. When USDA Foods items are manufactured into processed end products, 51% of resulting food products must be of United States origin. Vendor certifies that Vendor shall provide food products that meet the Buy American provision. Vendor further certifies that, in compliance with the Buy American provision, its products are "domestic commodities or products" as defined by 7 C.F.R. § 210.21(d). Vendor further certifies that the food products it supplies are processed in the U.S. and Vendor shall certify the percentage of U.S. content, by weight or volume, in the food component of processed food products supplied to the District. Vendor is repetitively unable to provide domestic food products, HCDE/CP member may require Vendor to provide evidence that Vendor is capable of fulfilling the terms and conditions of the Contract and specifically, the Buy American provision. If HCDE/CP member determines that Vendor is not capable of fulfilling the terms and conditions of the Contract and/or specifically, the Buy American provision, HCDE/CP member may terminate its Contract with Vendor. Vendor shall provide documentation that demonstrates that food products meet the Buy American provision. eBid JOC CSP (revised February 2021) Page 29 of 40 DocuSign Envelope ID: F37FFF3E-EFE8-43FF-AB1F-2D9EA0F233F5 CSP #21/039MR Vendor must notify the District if a delivery contains non -domestic products, so the District may approve delivery as an exception to the Buy American provision. Vendor certifies that it will adhere to the notification requirements for the Buy American provision. Exceptions to the Buy American provision should be used as a last resort; however, an alternative or exception may be approved by the CP member, upon request, by occurrence (i.e., delivery). Blanket exception approvals are not allowed. The District must determine that the use of a non -domestic food product is appropriate, using the USDA -prescribed questions in making the decision. See "Requirements for an Exception," ARM Section 17b Buy American, at p. 19 (August 12, 2020). Vendor agrees to provide information to the District that will assist the District in this determination. The decision to purchase or accept delivery of a non -US product must be made by the District. Vendor agrees to comply with all requirements imposed by applicable law, USDA/TDA guidance, and the District concerning Buy American provision exceptions. Vendor further agrees to provide HCDE/CP members with documentation verifying that a domestic product is not available and the cost range is reasonable within a reasonable time upon request by HCDE/CP members. In the event Vendor or Vendor's supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, HCDE/CP members may decide not to purchase from Vendor and/or HCDE/CP may terminate the Contract if Vendor is incapable of fulfilling the terms and conditions of the Contract, including the Buy American requirements. Additionally, HCDE/CP members may require country of origin on all products and invoices submitted for payment by Vendor, and Vendor agrees to comply with any such requirement. 5.56.9 Records Retention When school nutrition program funds are expended by HCDE or any CP member pursuant to this Contract, Vendor certifies that it will comply with the record retention requirements promulgated by USDA/TDA. Vendor further certifies that Vendor will retain all records as required by USDA/TDA for a period of five (5) years after the end of the fiscal year to which the documentation/records pertain. Vendor further certifies that these records must be accessible to appropriate HCDE/CP member and federal or state reviewers. See TDA ARMS Manual, 17.107. eBid JOC CSP (revised February 2021) Page 30 of 40