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R2023-004 2023-01-09
DocuSign Envelope ID: 9D53D159-2DD4-4DB8-903E-BA25AACC1A27 RESOLUTION NO. R2023-4 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 Choice Partners for the purchase of two (2) Camus DynaFlame Boilers, in the estimated amount of $96,500.00, from A/W Mechanical Services L.P. 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 Choice Partners for the purchase of A/W Mechanical Services L.P. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the Choice Partners for the purchase of two (2) Camus DynaFlame Boilers, in the estimated amount of $96,500.00, from NW Mechanical Services L.P. PASSED, APPROVED and ADOPTED this the 9th day of January, A.D., 2023. DocuSigned by: 9z J .. I/"ty4L E MAYOR ATTEST: Lcs DocuSigned by: it$ r FRAWag F\GU ILAR, TRMC, MMC CITY SECRETARY Eu APPROVED AS TO FORM: DocuSigned by: F4 8 DA' ' I �. OKER CITY ATTORNEY r DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA City of Pearland 3519 Liberty Drive Pearland, TX 77581 SERVICE CONTRACT NO. C1222-75 BOILER REPLACEMENT THIS CONTRACT ("Contract") is entered into by and between the City of Pearland, a Texas home - rule municipal corporation ("City") and Contractor ("Contractor"), and consisting of the following parts: I. Summary of Contract Terms II. Signatures III, Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments J. Summary of Contract Terms. Contractor: Description of Services: Contract Amount: Effective Date: End Date: Renewals: Resolution No/Bid No: II. Signatures A/W Mechanical Services, L.P. P.O. Box 70308 Houston, Texas 77270 Contractor will remove and replace two Camus Boilers for the City of Pearland Recreation Center, per Quote No. 23848 $96,500.00 January 10, 2023 May 15, 2023 0 R2022- , Choice Partners Contract # 18/036MC-01 rXcl2E.,KARLAND CONTRAC / f Mecha rvices,LP 1 /10/2023 18:57 AM CST Date Title: Vice Pre ident VD I LOOCLCCl..O4L0... Purchasing Officer �DocuSigned y: ss—Fo3oBiLDC7v8vL3... December 19. 2022 1/11/2023 6:37 AIDN 'Signed by: Date Superintendent/Manager _Director _Deputy/Assistant City Manager City Manager *City Contract Signature Authority: Superintendent/Manager — up to $10,000 Director - $10,001 - $30,000 City ivlanager/Deputy/Assistant City Manager - $30,001 + City Council Resolution over $50,000 Service Contract Standard Form Page I of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA III. Standard Contract Provisions WHEREAS, Contractor has bid to provide Services ("Services") in response to Quote No. 23848 ("Solicitation"), which Solicitation includes the required scope of work and all specifications and which Solicitation and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Contract as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Services in accordance with the attached Scope of Work, as detailed in Attachment A, the content of which is incorporated by reference into this Contract as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Contract is for one year, with performance commencing upon the effective date or the date of issuance of the notice to proceed issued by the Contract Administrator or the Purchasing Division, or upon the performance date listed in the notice to proceed, whichever is later. The parties may mutually extend the Term of this Contract for up to zero (0) additional one-year periods ("Option Period(s)"), provided, the parties do so by written amendment prior to the expiration of the original term or the then -current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Contract is for an estimated amount of $96,500.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within thirty (30) days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated, in its entirety, by reference into this Contract. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices will be emailed to the following email address with a copy provided to the Contract Administrator: City of Pearland Attn: Accounts Payable Email: accountspayable@pearlandtx.gov 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Contract, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Contract is as follows: Name: Erin Brown Department: Engineering & Public Works Phone: 281.652.1739 Email: ebrown@pearlandtx.gov 5. Insurance; Bonds. (A) Before performance can begin under this Contract, the Contractor must deliver a Certificate of Insurance ("COI"), as proof of the required insurance coverages, to the City's Contract Administrator. Additionally, the COI must state that the City shall be provided no less than thirty (30) days' advance written notice of cancellation, material Service Contract Standard Form Page 2 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within ten (10) days of the City Manager or his designee's written request. Insurance requirements are as stated in Attachment C, the entirety of which is incorporated by reference into this Contract. (B) Contractor shall provide any required payment bond, performance bond, or both, prior to commencement of performance under this Contract. The terms, conditions, and amounts of the bonds and appropriate surety information shall be included in the RFB/RFP or as may be added to Attachment C, and such content, the entirety of which, shall be incorporated into this Contract. 6. Purchase Release Order. For multiple -release purchases of Services provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: the authorized City department or division shall send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order shall refer to this Contract, and Services shall not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re- working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, shall be paid by the Contractor within thirty (30) days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Contract are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Contract shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated therein. Attachment D, the entirety of which, is attached to this is incorporated into this Contract. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Contract including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Contract after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Contract as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Service Contract Standard Form Page 3 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Contract. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor shall perform all work required by this Contract as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors unless the subcontractors were identified in the bid/quote/proposal or approved by the Contract Administrator. 13. Amendments. This Contract may be amended or modified only in writing and executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Contract waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Contract must be given by hand delivery, or certified mail, postage prepaid, and is deemed received on the day hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Pearland Attn: Raymond Clark Title: Facilities Manager Address: 2016 Old Alvin Road, Pearland, TX 77581 Phone: 281.652.1684 IF TO CONTRACTOR: A/W Mechanical Services, L.P. Attn: Ronald Lyle Title: Vice President Address: P.O. Box 70308, Houston, TX 77270 Phone:713.696.2122 17. Liability and Indemnity. ANY PROVISION OF ANY ATTACHED CONTRACT DOCUMENT THAT LIMITS THE CONTRACTOR'S LIABILITY TO THE CITY OR RELEASES THE CONTRACTOR FROM LIABILITY TO THE CITY FOR ACTUAL OR COMPENSATORY DAMAGES, LOSS, OR COSTS ARISING FROM THE PERFORMANCE OF THIS CONTRACTOR THAT PROVIDES FOR CONTRACTUAL INDEMNITY BY ONE PARTY TO THE OTHER PARTY TO THIS CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT. EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE CITY PROVIDES OTHERWISE, EACH PARTY TO THIS CONTRACT IS RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY CLAIM, SUIT, OR Service Contract Standard Form Page 4 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA JUDGMENT FOR DAMAGES, LOSS, OR COSTS ARISING FROM THAT PARTY'S NEGLIGENT ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT IN ACCORDANCE WITH APPLICABLE LAW. THIS PROVISION DOES NOT AFFECT THE RIGHT OF EITHER PARTY TO THIS CONTRACT WHO IS SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS ARISING FROM THIS CONTRACT TO BRING IN THE OTHER PARTY TO THIS CONTRACT AS A THIRD- PARTY DEFENDANT AS ALLOWED BY LAW. 18. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one-half of the mediator's fees. 19. Attorney's Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract, neither party will seek or be entitled to an award of attorney's fees or other costs relating to the suit. 20. Termination. (A) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City's own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (B) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default shall provide the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice, the party giving the notice of default may terminate this Contract by written notice to the other party, specifying the date of termination. Termination of this Contract pursuant this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. 21. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Contract. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 22. Limitation of Liability. The City's maximum liability under this Contract is limited to the total amount of compensation listed in this Contract. In no event shall the City be liable for incidental, consequential or special damages. 23. Assignment. No assignment of this Contract by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Contract by the Contractor is of the essence of this Contract, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. Service Contract Standard Form Page 5 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA 24. Severability. Each provision of this Contract is considered to be severable and, if, for any reason, any provision or part of this Contract is determined to be invalid and contrary toapplicable law, such invalidity shall not impair the operation of nor affect those portions of this Contract that are valid, but this Contract shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 25. Order of Precedence. In the event of any conflicts or inconsistencies between this Contract, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Contract (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 26. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Contract if required by said statute for items approved by the City Council. 27. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Contract. The applicable law for any legal disputes arising out of this Contract is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Brazoria County, Texas. 28. H.B. 89. In accordance with Chapter 2270 of the Texas Government Code, the signatory executing this contract on behalf of company verifies that the company does not boycott Israel and will not boycott Israel during the term of this contract. This clause is subject to companies with ten or more full time employees and the contract value is $100,000 or more that is to be paid wholly or partially with public funds of the governmental entity. 29. Public Information Act Requirements. This paragraph applies only to Contracts that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, regarding certain entities requirement to provide contracting information to governmental bodies in connection with a public information request, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 30. Entire Agreement. This Contract constitutes the entire agreement between the parties concerning the subject matter of this Contract and supersedes all prior negotiations, arrangements, agreements, and understandings, either oral or written, between the parties. IV. Special Terms and Conditions. None. V. Additional Contract Documents Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 6 of 7 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Incorporated by Reference Only: Exhibit 1: RFB/RFP/ Quote No. 23848 Exhibit 2: Contractor's Bid/Proposal Response Service Contract Standard Form Page 7 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA ATTACHMENT A - SCOPE OF WORK Scope of services provided shall consist of replacement of two (2) boilers to include the following: A. Remove and properly dispose of two (2) Camus 1.2 MMBtuh boilers. B. Provide and install two (2) Camus DynaFlame 1200 Non -condensing boilers complete with boiler circulating pumps, thermostatic mixing valves, boiler safeties, controls, and sequencer. C. Provide and install necessary heating hot water pipe, fittings, valves, and accessories as required to tie in new boilers to the existing system. D. Provide and install necessary flue pipe connections as required to tie in new boilers to the existing flue system. E. Provide and install electrical services to tie in new boilers. F. Insulate all newly installed pipe to match existing. G. Provide and install a complete CO monitoring system with alarms and ability to shut down the boilers upon detection of CO in the room. H. Startup and test for proper operation (note: startup is by the manufacturer and included in the cost below). 9A DocuSign Envelope ID: BAB92C0E-7B91 I6I IAIACS - bIJ / PRICING SCHEDULE Al W MECHANICAL SERVICES, I P.O. Box 70308 Houston, Texas 77270-0308 (713) 869-7584 (713) 869-2909 fax Quote No. 23848 November 21, 2022 PROPOSAL Submitted To: Jack Enochs, Facilities Services Manager Engineering and Public Works I City of Pearland 2016 Old Alvin Rd Pearland, Texas 77581 Service Address: Pearland Recreation Center 4141 Bailey Road Pearland, Texas 77584 We hereby propose to furnish the materials and perform the labor for the completion of: Cooperative: Choice Partners Member No. 18/036MC-01 I. SERVICE(S): Replacement of two (2) boilers to include the following: A. Remove and properly dispose of two (2) Camus 1.2 MMBtuh boilers. B. Provide and install two (2) Camus DynaFlame 1200 Non -condensing boilers complete with boiler circulating pumps, thermostatic mixing valves, boiler safeties, controls, and sequencer. C. Provide and install necessary heating hot water pipe, fittings, valves, and accessories as required to tie in new boilers to the existing system. D. Provide and install necessary flue pipe connections as required to tie in new boilers to the existing flue system. E. Provide and install electrical services to tie in new boilers. F. Insulate all newly installed pipe to match existing. G. Provide and install a complete CO monitoring system with alarms and ability to shut down the boilers upon detection of CO in the room. H. Startup and test for proper operation (note: startup is by the manufacturer and included in the cost below). II. SPECIAL NOTE(S): A. Lifting services (crane and rigging) are included in the scope of this proposal. B. All work is proposal to be performed during regular business hours. C. The following is not included in the scope of this proposal: i. Test and Balance. ii. Sales Tax COST(S): A. Material and Labor B. Sales Tax (tax exempt) TOTAL $ 96,500.00 0.00 96,500.00 All material is guaranteed to be as specified, and the above described work will be performed and completed in a substantial workmanlike manner according to standard practices. Unless noted above, the above described work will be performed during regular business hours. Regulated by the Texas Department of Licensing and Registration, P.O. Box 12157, Austin, Texas 78711,1-800-803-9202. Respectfully Submitted, DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA AIW MECHANICAL SERVICES, L.P. PAGE 2 OF 2 DOUGLAS B. LYLE, P.E. Engineering Services A/W Mechanical Services, L.P. TACLA002812C Terms and Conditions: A. This proposal may be withdrawn by us if not accepted within 30 days. B. The following work is by others and not included in the scope of this proposal: i. Plumbing (excluding condensate drains) ii. Concrete Work (including HVAC pads) iii. Penetrations including walls and/or roof penetrations. iv. Roof work including mopping in of equipment curbs (A/W Mechanical will assist in "spotting" curbs; leveling and tying into the roof system is by others) and walking pads. v. Asbestos testing and removal (where applicable). vi. This proposal only includes mechanical equipment or work shown on the mechanical plans. A/W Mechanical makes no attempt to interpret notes, details, specifications, or intent pertaining to work not specifically shown on the mechanical ("M") plans or outlined in the specifications unless otherwise noted in the scope of services above. vii. This proposal only includes those fire dampers, smoke dampers, combination fire and smoke dampers, and/or ceiling radiation dampers, the locations of which are shown on the plans. We make no attempt to interpret code requirements, specifications, notes on the plans, details, or the like, pertaining to location requirements for these dampers unless otherwise noted. We direct your attention to the following quotation from NFPA 90A §5.4.6.1 (2009) 'The locations and mounting arrangement of all fire dampers, smoke dampers, ceiling dampers, and fire protection means of a similar nature required by this standard shall be shown on the drawings of the air -duct systems." C. Additional Service: Services or parts requested by the customer in addition to those specified in this agreement will be provided upon receipt of the Customer's written authorization and invoiced at A/W Mechanical's prevailing labor rates and parts charges. Additional services or parts shall be supplied under the terms of this agreement. D. Warranty: A/W Mechanical does not warrant products, but it does pass on to the customer any available manufacturer's warranty for those products. All labor is warranted for a period of one (1) year from the date of Substantial Completion. E. Insurance: Upon request, A/W Mechanical will furnish evidence of its standard insurance coverage. 23848-Pearland RecBader Xout.docx DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA H I I HGI1IVILIV I G- INSURANCE REQUIREMENTS City of Pearland 3519 Liberty Drive Pearland, TX 77581 Purchasing Department 281.652.1775 ebids@pearlandtx.gov Contractor Insurance Requirements & Agreement Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s) evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required. The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. TYPE OF INSURANCE AMOUNT OF INSURANCE PROVISIONS 1. Workers' Compensation Employers' Liability (WC) Statutory Limits $1,000,000 per occurrence For WC, CGL, and BAL, the City is to be provided a WAIVER OF SUBROGATION. CGL and BAL, City to be listed as additional insured and provided 30 - day notice of cancellation or material change in coverage. WC, CGL and BAL, City shall be provided 30 -day notice of cancellation or material change in coverage. CGL will include a non-contributory addendum. 2. Commercial General (Public) Liability (CGL) to include coverage for: a) Premises/Operations b) Products/Completed Operations c) Independent Contractors d) Personal Injury e) Contractual Liability Personal Injury - $1,000,000 per person; Property Damage - $1,000,000 per occurrence; General Aggregate - $2,000,000 3. Business Auto Liability (BAL) to include coverage for: a) Owned/Leased vehicles b) Non -owned vehicles c) Hired vehicles Combined Single Limit - $1,000,000 If the contract involves a professional service, the contractor will also be required to provide the City with professional liability insurance in an amount of at least $1,000,000. Certificate of Insurance forms may be emailed to: Purchasing Department at ebids(@,pearlandtx.ciov. Questions regarding required insurance should be directed to City of Pearland Purchasing Department, at ebids@pearlandtx.gov. This form must be signed and returned with your bid/quotation. You are stating that you do have the required insurance and if selected to perform work for the City, will provide a certificate of insurance, and a copy of insurance policy with the above requirements to the City. A purchase order will not be issued without evidence of required insurance. Agreement I agree to provide the above described insurance coverages within 10 working days if selected to perform work for the City of Pearland. I also agree to provide the City evidence of insurance coverage on any and all subcontractors performing work on the project. Project/Bid # Company: Signature and Printed Name: DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA ATTACHMENT D - WARRANTY Services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. All labor is warranted for a period of one (1) year from the date of Substantial Completion. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA A/W Mechanical Services, LP Contract Category: Mechanical Contracting, Electrical, and Plumbing Services (JOC-IDIQ) Contract Number: 18/036MC-01 Contract Terms: Initial Award Date: May 16, 2018 1st Renewal Start Date: May 16, 2020 2nd Renewal Start Date: May 16, 2021 3rd Renewal Start Date: May 16, 2022 Current Expiration Date: May 15, 2023 Renewals Remaining: 0 CP Contract Manager: Michael Robles Michael@choicepartners.org 713-316-4254 Contract Partner: A/W Mechanical Services, LP A7VJ MELHANICAL SLRVLC E9 Contract Partner Web Site: http://www.awmechanical.com Approved Market Area: DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA COCH0ICE PARTNERS The ROW RHso rcP.'I Aaghr Now.. May 18, 2018 Ronald B. Lyle, Vice President A/W Mechanical Services, LP 3331 West 1 Street Houston, TX 77008 Subject: Contract Award Dear Mr. Lyle: Congratulations! Harris County Department of Education (HCDE) has awarded A/W Mechanical Services, LP a contract for the following commodity/service, based on the proposal submitted to HCDE Choice Partners on March 8, 2018: Proposal Title: JOQ IDIQ for MEP Services and Related Items Contract No. 18/036MC-01 The contract is effective May 16, 2018 and will expire on May 15, 2020. The contract may be renewed annually for up to three (3) additional years, if mutually agreed to by Choice Partners and A/W Mechanical Services, LP. Your contract manager, Joann Nichols will contact you in the next few weeks and set up an appointment to discuss the contract details and new vendor orientation. The partnership between A/W Mechanical Services, LP and Choice Partners should be mutually beneficial for us, as well as our participating agencies. A press release announcing the awards made this month is posted both at www.choicepartners.org and at www.hcde-texas.org. Your contract manager will send you the Choice Partners seal to add to your website and marketing materials, and will request additional information so we can accurately describe your company on our website. If you have any questions or concerns in the meantime, please feel free to call us at the office at 713-696- 2122. Sincerely, Jeff Drury, Director Choice Partners A division of Harris County Department of Education Enclosure: Signed Contract Page 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: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA EXECUTION OF OFFER The undersigned Proposer has carefully examined all instructions, requirements, specifications, terms and conditions of this RFP and the Agreement and certifies: 1. 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 RFP and the Agreement. 3. Ali 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 ail of the requirements of this RFP and the Agreement have been read and understood. In addition, compliance with all requirements, terms and conditions will be assumed by HCDE if not otherwise noted in the proposal. 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: A/W 'cal Se AUTHORIZED SIGNATURE: PRINT NAME: Ronald 13. Lyl TITLE: Vire PrPaident DATE: March 1, 2018 ADDRESS: 3331 West 11th Skeet CITY, STATE, ZIP CODE: Houston, Texas 77008 PHONE: _ 713-869-7584 FAX: 713-869-2909 rrynpk1 lyll@awmerhaniVII_Cr+lr www.awmechanical.com EMAIL ADDRESS: WEBSITE URL This Section to he Completed by HCDE Contract Number: 18/036MC-01 Term of contract: 45/16/2018 to 05/15/2020 Vendor shall honor all CPC Administrative Fees for any sales resulting from this Cntract whether Vendor is awarded a renewal or not. Approved by Harris County D f o r ' ucation: Jesus J. Amezcua, Ph r ., CPA Assistant Superintend nt for B ness S rvices Board Approval Date DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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. 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 A/W Mechanical Services, LP ("VENDOR") FOR 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 two (2) years, 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 five (5) years. The phrase "Term" in this Contract shall mean the then -current Term of the Contract, whether an initial term or a renewal term. 5.5. Termination of Contract; Survival This Contract shall remain in effect until (1) the Contract expires by its terms or (2) the Contract is terminated by mutual consent of HCDE/CP and Vendor. All Supplemental Contracts, purchase orders, and/or orders for eBid JOC Component CSP (revised 8.28.17) Page 15 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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. Buy America Act; Prevailing Wage Rates 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. 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 of the domestic content in the parts, components, and other elements contained in the product, including specific information about the percentage of U.S. content from the supplier (i.e., manufacturer or distributor). 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. To be considered for an exception to the Buy American provision, Vendor may submit a good faith request for an exception, certifying that Vendor reasonably believes that: (a) the product is not produced or manufactured in the U.S. in sufficient and reasonable available quantities of a satisfactory quality; and/or (b) the costs of a U.S. product are significantly higher than the non -domestic product. 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. 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. eBid JOC Component CSP (revised 8.28.17) Page 16 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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 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") (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. 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. eBid JOC Component CSP (revised 8.28.17) Page 17 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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 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); 2269.411. 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. Additionally, 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. 5.11. 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. 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 eBid JOC Component CSP (revised 8.28.17) Page 18 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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, 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. eBid JOC Component CSP (revised 8.28.17) Page 19 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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. 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 2269, 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. eBid JOC Component CSP (revised 8.28.17) Page 20 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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 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. 5.28. 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 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. Vendor agrees to promptly lower the proportionate price of eBid JOC Component CSP (revised 8.28.17) Page 21 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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. 5.30. HCDE/CP Administrative Fee HCDE/CP will invoice Vendor for the HCDE/CP Administrative Fee of 3%, 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 billed by 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 • $2M 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 § 200.333. Vendor further certifies that eBid JOC Component CSP (revised 8.28.17) Page 22 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC Vendor will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. 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: 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 eBid JOC Component CSP (revised 8.28.17) Page 23 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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 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. 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. eBid JOC Component CSP (revised 8.28.17) Page 24 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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. 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. Supplemental Contracts are entered into pursuant to the piggyback method delineated in the U.S. Department of Agriculture directive SP 35-2012. 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 of the Vendor. These requirements do not establish limits of Vendor's liability. All policies of insurance shall waive all rights of subrogation against HCDE, CP members, and HCDE/CP and CP members' officers, employees and agents. Upon request, 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. eBid JOC Component CSP (revised 8.28.17) Page 25 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC • 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 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. eBid JOC Component CSP (revised 8.28.17) Page 26 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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 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. eBid JOC Component CSP (revised 8.28.17) Page 27 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC 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 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. Vendor further certifies and verifies that neither Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any (the "Vendor Companies"), boycotts Israel, and Vendor agrees that 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 terminating business activities 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. 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). eBid JOC Component CSP (revised 8.28.17) Page 28 of 39 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA A/W MECHANICAL SERVICES, L. P.ALL P.O. Box 70308 Houston, Texas 77270-0308 (713) 869-7584 P.O. Box 70308 Houston, Texas 77270-0308 869-7584 (713) 869-2909 fax Quote No. 23848 November 21, 2022 PROPOSAL Submitted To: Jack Enochs, Facilities Services Manager Engineering and Public Works I City of Pearland 2016 Old Alvin Rd Pearland, Texas 77581 Service Address: Pearland Recreation Center 4141 Bailey Road Pearland, Texas 77584 We hereby propose to furnish the materials and perform the labor for the completion of: Cooperative: Choice Partners Member No. 18/036MC-01 I. SERVICE(S): Replacement of two (2) boilers to include the following: A. Remove and properly dispose of two (2) Camus 1.2 MMBtuh boilers. B. Provide and install two (2) Camus DynaFlame 1200 Non -condensing boilers complete with boiler circulating pumps, thermostatic mixing valves, boiler safeties, controls, and sequencer. C. Provide and install necessary heating hot water pipe, fittings, valves, and accessories as required to tie in new boilers to the existing system. D. Provide and install necessary flue pipe connections as required to tie in new boilers to the existing flue system. E. Provide and install electrical services to tie in new boilers. F. Insulate all newly installed pipe to match existing. G. Provide and install a complete CO monitoring system with alarms and ability to shut down the boilers upon detection of CO in the room. H. Startup and test for proper operation (note: startup is by the manufacturer and included in the cost below). II. SPECIAL NOTE(S): A. Lifting services (crane and rigging) are included in the scope of this proposal. B. All work is proposal to be performed during regular business hours. C. The following is not included in the scope of this proposal: i. Test and Balance. ii. Sales Tax COST(S): A. Material and Labor B. Sales Tax (tax exempt) TOTAL $ 96,500.00 0.00 96,500.00 All material is guaranteed to be as specified, and the above described work will be performed and completed in a substantial workmanlike manner according to standard practices. Unless noted above, the above described work will be performed during regular business hours. Regulated by the Texas Department of Licensing and Registration, P.O. Box 12157, Austin, Texas 78711,1-800-803-9202. Respectfully Submitted, DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA AIW MECHANICAL SERVICES, L.P. PAGE 2 OF 2 DOUGLAS B. LYLE, P.E. Engineering Services A/W Mechanical Services, L.P. TACLA002812C Terms and Conditions: A. This proposal may be withdrawn by us if not accepted within 30 days. B. The following work is by others and not included in the scope of this proposal: i. Plumbing (excluding condensate drains) ii. Concrete Work (including HVAC pads) iii. Penetrations including walls and/or roof penetrations. iv. Roof work including mopping in of equipment curbs (A/W Mechanical will assist in "spotting" curbs; leveling and tying into the roof system is by others) and walking pads. v. Asbestos testing and removal (where applicable). vi. This proposal only includes mechanical equipment or work shown on the mechanical plans. A/W Mechanical makes no attempt to interpret notes, details, specifications, or intent pertaining to work not specifically shown on the mechanical ("M") plans or outlined in the specifications unless otherwise noted in the scope of services above. vii. This proposal only includes those fire dampers, smoke dampers, combination fire and smoke dampers, and/or ceiling radiation dampers, the locations of which are shown on the plans. We make no attempt to interpret code requirements, specifications, notes on the plans, details, or the like, pertaining to location requirements for these dampers unless otherwise noted. We direct your attention to the following quotation from NFPA 90A §5.4.6.1 (2009) 'The locations and mounting arrangement of all fire dampers, smoke dampers, ceiling dampers, and fire protection means of a similar nature required by this standard shall be shown on the drawings of the air -duct systems." C. Additional Service: Services or parts requested by the customer in addition to those specified in this agreement will be provided upon receipt of the Customer's written authorization and invoiced at A/W Mechanical's prevailing labor rates and parts charges. Additional services or parts shall be supplied under the terms of this agreement. D. Warranty: A/W Mechanical does not warrant products, but it does pass on to the customer any available manufacturer's warranty for those products. All labor is warranted for a period of one (1) year from the date of Substantial Completion. E. Insurance: Upon request, A/W Mechanical will furnish evidence of its standard insurance coverage. 23848-Pearland RecBader Xout.docx DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA ACaREP CERTIFICATE OF LIABILITY INSURANCE �------- DATE (MM/DD/YYYY) 12/19/2022 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 Bowen, Miclette & Britt Insurance Agency, LLC 2800 North Loop West, Suite 1100 Houston TX 77092 CONTACT NAME: Michelle Rushing PHONE FAX (A/C, No, Ext): 713-880-7100 (A/C, No): 713-880-7166 ADDRESS: mrushing@bmbinc.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Amerisure Partners Insurance CO. 11050 INSURED NW Mechanical Services, L.P. P. O. Box 70308 Houston TX 77270 INSURER B: Amerisure Insurance Company 19488 INSURER c: Amerisure Mutual Insurance Company 23396 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 22702117 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 (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y CPP21042270505 2/13/2022 2/13/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PROT- JEC X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS NON -OWNED AUTOS Y Y CA21042280505 2/13/2022 2/13/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y CU21042250501 2/13/2022 2/13/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ 0 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A Y WC210422407 2/13/2022 2/13/2023 H- X STATUTE OT ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The following policy provisions and/or endorsements form part of the policies of insurance represented by this certificate of insurance. The terms contained in the policies and/or endorsements supersede the representations made herein. Electronic copies of the policy provisions and/or endorsements listed below are available by emailing: certificates@bmbinc.com General Liability: Blanket additional insured Ongoing Operations per form #CG 7085 10/15 Blanket additional insured Completed Operations per form #CG 7085 10/15 Blanket waiver of subrogation per form #CG 7063 04/17 See Attached... CERTIFICATE HOLDER City of Pearland 3519 Liberty Drive Pearland TX 77581 USA CANCELLATION 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 ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA AGENCY CUSTOMER ID: LOC #: ACaR�® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Bowen, Miclette & Britt POLICY NUMBER CARRIER NAIC CODE NAMED INSURED NW Mechanical Services, L.P. P O Box 70308 Houston TX 77270 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Blanket primary/non-contributory per form #CG 7085 10/15 Automobile: Blanket additional insured per form #CA 7118 11/09 Blanket waiver of subrogation per form #CA 7118 11/09 Blanket primary/non-contributory per form #CA 7165 09/11 Worker's Compensation: Blanket waiver of subrogation per form #WC 42 03 04 B Umbrella: Blanket additional insured per form #CU 00 01 04 13 Blanket waiver of subrogation per form #CU 00 01 04 13 Blanket primary/non-contributory per form #CU 7469 08/10 RE: Service Contract No. C1222-75, Pearland Recreation Center, 4141 Bailey Road, Pearland, Texas, Project: Remove/Replace Two Camus Boilers ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA THIS ENDORSEMENT CHANGES THE POLICY" PLEASE READ IT CAREFULLY. TEXAS CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT - FORM A This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Policy Number C P P21042270505 Agency Number Policy Effective Date 02/13/2022 Policy Expiration Date 02/13/2023 Date 02111/2022 Account Number Named Insured A/W MECHANICAL SERVICES, LP Agency BOWEN, MICLETTE & INSURANCE AGENCY, BRITT LLC Issuing Company AMERISURE PARTNER„) INSURANCE COMPANY 1. a. SECTION II - WHO IS AN INSURED is amended to add as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement relating to your husines5, b. The written contract or written agreement must: (1) Require additional insured status for a time period during the term of this policy, and (2) Be executed prior to the 'bodily injury", "property damage", or "personal and advertising injury" leading to a claim under this policy. c. If, however, (1) "Your work' began under a letter of intent or work order: and (2) The letter of intent or work order led to a written contract or written agreement within 30 days of beginning such work: and (3) Your customer's customary contracts require persons or organizations to be named as additional insureds; we will provide additional insured status as specified in this endorsement. 2. The insurance provided under this endorsement is limited as follows: a. That person or organization is an additional insured only with respect to liability caused, in whole or in part, by: (1) Premises you: (a) Own: (h) Rent; (c) Lease; or (d) Occupy; (2) Ongoing operations performed by you or on your behalf. Ongoing operations does not apply to "bodily injury" or"property damage" occurring after: (a) All work to be performed by you or on your behalf for the additional insureds) at the site of the covered operations is complete, including related materials, parts or equipment (other than service, maintenance or repairs); or That portion of ""your work" out of which the injury or damage arises is put to its intended use by any person or organization other than another contractor working for a principal as a part of the same project, (b) Includes copyrighted material of Insurance Services Office, Inc. CG70Ss1015 Pages 1off 3 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (3) Completed operations coverage, but only if: (a) The written contract or written agreement requires completed operations coverage or "your work" coverage; and (b) This coverage part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". However, the insurance afforded to such additional insured only applies to the extent permitted by law. b. If the written contract or written agreement: (1) Requires "arising out of' language; or (2) Requires you to provide additional insured coverage to that person or organization by the use of either or both of the following: (a) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 10 01; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01; then the phrase "caused, in whole or in part, by" in paragraph 2.a. above is replaced by "arising out of". c. If the written contract or written agreement requires you to provide additional insured coverage to that person or organization by the use of: (1) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13; or (2) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13; or (3) Both those endorsements with either of those edition dates; or (4) Either or both of the following: (a) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 without an edition date specified; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 without an edition date specified; then paragraph 2.a. above applies. d. Premises, as respects paragraph 2.a.(1) above, include common or public areas about such premises if so required in the written contract or written agreement. e. Additional insured status provided under paragraphs 2.a.(1)(b) or 2.a.(1)(c) above does not extend beyond the end of a premises lease or rental agreement. f. The limits of insurance that apply to the additional insured are the least of those specified in the: (1) Written contract; (2) Written agreement; or (3) Declarations of this policy. The limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. g. The insurance provided to the additional insured does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of, or failure to render, any professional services, including but not limited to: (1) The preparing, approving, or failing to prepare or approve: (a) Maps; (b) Drawings; (c) Opinions; Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 3 CG 70 85 10 15 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (d) Reports; (e) Surveys; (f) Change orders; (g) Design specifications; and (2) Supervisory, inspection, or engineering services. h. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is deleted and replaced with the following: 4. Other Insurance. Coverage provided by this endorsement is excess over any other valid and collectible insurance available to the additional insured whether: a. Primary; b. Excess; c. Contingent; or d. On any other basis; but if the written contract or written agreement requires primary and non-contributory coverage, this insurance will be primary and non-contributory relative to other insurance available to the additional insured which covers that person or organization as a Named Insured, and we will not share with that other insurance. If the written contract or written agreement as outlined above requires additional insured status by use of CG 20 10 11 85, then the coverage provided under this CG 70 85 endorsement does not apply except for paragraph 2.h. Other Insurance. Additional insured status is limited to that provided by CG 20 10 11 85 shown below and paragraph 2.h. Other Insurance shown above. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: Blanket where required by written contract or written agreement that the terms of CG 20 10 11 85 apply. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. CG 2010 11 85 Copyright, Insurance Services Office, Inc., 1984 j. The insurance provided by this endorsement does not apply to any premises or work for which the person or organization is specifically listed as an additional insured on another endorsement attached to this policy. Includes copyrighted material of Insurance Services Office, Inc. CG70851015 Pages3of3 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy tiCPP21042270505 Effective Dates: 02113/2022-02113/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CONTRACTOR'S GENERAL LIABILITY EXTENSION ENDORSEMENT TABLE OF CONTENTS Page 1. Additional Definitions 9 2. Aggregate Limits Per Location 7 3. Aggregate Limits Per Project 6 4_ Blanket Contractual Liability — Railroads 3 5. Broadened Bodily Injury Coverage 10 6_ Broadened Knowledge Of Occurrence 8 7. Broadened Legal Liability Coverage For Landlord's Business Personal Property 7 8. Broadened Liability Coverage For Damage To Your Product And Your Work 10 9. Broadened Who is An Insured 3 10. Co -Employee Bodily Injury Coverage for Managers, Supervisors, Directors or Officers [see provision 9, Broadened Who Is An Insured, paragraph 2.a.(1)] 4 11. Contractual Liability — Personal And Advertising Injury 3 12. Damage To Premises Rented To You — Specific Perils and Increased Limit 7 13. Designated Completed Projects — Amended Limits of Insurance 11 14, Extended Notice Of Cancellation And Ncnrenewal 8 15. Incidental Malpractice Liability 6 16, Increased Medical Payments Limit 7 17. Mobile Equipment Redefined 9 18. Nonowned Watercraft 3 19. Product Recall Expense 2 20, Property Damage Liability — Alienated Premises 2 21, Property Damage Liability — Elevators And Sidetrack Agreements 2 22. Property Damage Liability — Property Loaned To The Insured Or Personal Property In The Care, Custody And Control Of The Insured 2 23. Reasonable Force — Bodily Injury or Property Damage 10 24. Supplementary Payments r 3 25. Transfer Of Rights (Blanket Waiver Of Subrogation) 8 26. Unintentional Failure To Disclose Hazards 6 Includes copyrighted material of Insurance Services Office, Inc. CG 70 63 0417 Page 1 of 11 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy tCPP21442270505 Effective Dates: 02/13/2022-02/13/2023 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Under SECTION I —COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, paragraph 2. EXCLUSIONS_ provisions 1. through 6. of this endorsement are excess over any valid and collectible insurance (including any deductible) available to the insured. whether primary, excess or contingent (SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is changed accordingly)_ Provisions 1. through 6, of this endorsement amend the policy as follows: 1. PROPERTY DAMAGE LIABILITY — ALIENATED PREMISES A. Exclusion Damage to Property, subparagraph (2) is deleted. B. The following paragraph is deleted from Exclusion j. Damage to Property; Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. 2. PROPERTY DAMAGE LIABILITY — ELEVATORS AND SIDETRACK AGREEMENTS A. Exclusion j. Damage to Property, paragraphs (3), (4). and (6) do not apply to the use of elevators. B. Exclusion Ic. Damage to Your Product does not apply lc: 1. The use of elevators; or 2. Liability assumed under a sidetrack agreement. 3. PROPERTY DAMAGE LIABILITY — PROPERTY LOANED TO THE INSURED OR PERSONAL PROPERTY IN THE CARE, CUSTODY AND CONTROL OF THE INSURED A. Exclusion j. Damage to Property, paragraphs (3) and (4) are deleted., B. Coverage under this provision 3. does not apply to "property damage" that exceeds $25,000 per occurrence or $25,000 annual aggregate. 4. PRODUCT RECALL EXPENSE A. Exclusion n. Recall of Products, Work or Impaired Property does not apply to "product recall expenses" that you incur for the "covered recall' of "your product". This exception to the exclusion does not apply to 'product recall expenses- resulting from: 1. Failure of any products to accomplish their intended purpose; 2. Breach of warranties of fitness, quality, durability or performance: 3. Loss of customer approval or any cost incurred to regain customer approval; 4. Redistribution or replacement of "your product". which has been recalled, by like products or substitutes: 5. Caprice or whim of the insured; 6. A condition likely to cause loss, about which any insured knew or had reason to know at the inception of this insurance; 7. Asbestos. Including loss, damage or clean up resulting from asbestos or asbestos containing materials; 8, Recall of "your product(sF that have no known or suspected defect solely because a known or suspected defect in another of "your product(s)" has been found. B. Under SECTION III — LIMITS OF INSURANCE. paragraph 3. is replaced in its entirety as follows and paragraph 8. is added: 3. The Products -Completed Operations Aggregale Limit is the most we will pay for the sum of: Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 11 CG 70 63 04 17 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA 16. BROADENED KNOWLEDGE OF OCCURRENCE Under 2. Duties In The Event Of Occurrence, Offense, Claim, Or Suit, paragraph a. is deleted and replaced and paragraphs e. and f. are added as follows: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense, regardless of the amount, which may result in a claim. Knowledge of an "occurrence" or an offense by your "employee(s)" shall not, in itself, constitute knowledge to you unless one of your partners, members, "executive officers," directors, or managers has knowledge of the "occurrence" or offense. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. e. If you report an "occurrence" to your workers compensation carrier that develops into a liability claim for which coverage is provided by this Coverage Form, failure to report such an "occurrence" to us at the time of the "occurrence" shall not be deemed a violation of paragraphs a., b., and c. above. However, you shall give written notice of this "occurrence" to us as soon you become aware that this "occurrence" may be a liability claim rather than a workers compensation claim. f. You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under the insurance. 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph 6. Representations is deleted and replaced with the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in the description of any premises or operations intended to be covered by this Coverage Form as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. 18. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) Paragraph 8. Transfer of Rights Of Recovery Against Others To Us is deleted and replaced with the following: 8. If the insured has rights to recover all or part of any payment we have made under this Coverage Form, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. However, if the insured has waived rights to recover through a written contract, or if "your work" was commenced under a letter of intent or work order, subject to a subsequent reduction to writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. 19. EXTENDED NOTICE OF CANCELLATION AND NONRENEWAL Includes copyrighted material of Insurance Services Office, Inc. Page 8 of 11 CG 70 63 04 17 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #CA21042280505 Effective Dates: 0211312022-02/1312023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS ADVANTAGE COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modilies insurance provided under the BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. The premium for this endorsement is $ 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, A.1. Who Is An Insured is amended by the addition of the following: d. Any organization you newly acquire or form, other than a partnership. joint venture or limited liability company, and over which you maintain ownership or a majority interest, will qualify as a Named Insured. However, (1) Coverage under this provision is afforded only until the end of the policy period; (2) Coverage does not apply to "accidents" or "loss" that occurred before you acquired or formed the organization: and (3) Coverage does not apply to an organization that is an "insured' under any other policy or would be an -insured" but for its termination or the exhausting of its limit of insurance. e. Any "employee" of yours using: (1) A covered 'auto" you do not own. hire or borrow, or a covered "auto- not owned by the "employee" or a member of his or her household, while performing duties related to the conduct of your business or your personal affairs: or (2) An "auto" hired or rented under a contract or agreement in that "employee's' name, with your permission. while performing duties related to the conduct of your business. However, your 'employee' does not qualify as an insured under this paragraph (2) while using a covered "auto" rented from you or from any member of the "employee's" household. f, Your members, if you are a limited liability company, while using a covered "auto" you do not own. hire or borrow and while performing duties related to the conduct of your business or your personal affairs. Any person or organization with whom you agree in a written contract, written agreement or permit. to provide insurance such as is afforded under this policy, but only with respect to your covered "autos-. This provision does not apply: (1) Unless the written contract or agreement is executed or the permit is issued prior to the "bodily injury" or -'property damage"; (2) To any person or organization included as an insured by an endorsement or in the Declarations: or (3) T4 any lessor of "autos" unless: (a) The lease agreement requires you to provide direct primary insurance For the lessor (b) The "auto- is leased without a driver: and g. Includes copyrighted material of Insurance Services Office, Inc. CA 71 18 11 09 Page 1 of 5 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (c) The lease had not expired" Leased "autos' covered under this provision will be considered covered "autos" you own and not covered "autos" you hire. h. Any legally incorporated organization or subsidiary in which you own more than 50% of the voting stock on the effective date of this endorsement This provision does not apply to "bodily injury" or "property damage" for which an "insured" is also an insured under any other automobile policy or would be an insured under such a policy, but for its termination or the exhaustion of its limits of insurance, unless such policy was written to apply specifically in excess of this policy. 2. COVERAGE EXTENSIONS - SUPPLEMENTARY PAYMENTS Under Section II - LIABILITY COVERAGE, A.2.a. Supplementary Payments, paragraphs (2) and (4) are deleted and replaced as follows: (2) Up to $2,500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds_ (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 3. AMENDED FELLOW EMPLOYEE EXCLUSION Under SECTION II - LIABILITY COVERAGE. B, EXCLUSIONS, paragraph S. Fellow Employee is deleted and replaced by the following: 5. Fellow Employee "Bodily injury' to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to your "employees" that are officers, managers, supervisors or above" Coverage is excess over any other collectible insurance. b. The spouse, child, parent, brother or sister of that fellow -employee' as a consequence of paragraph a. above. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE AND LOSS OF USE EXPENSE A_ Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE; the following is added: If any of your owned covered "autos" are covered for Physical Damage, we will provide Physical Damage coverage to "autos" that you or your "employees" hire or borrow, under your name or the "employee's" name, Iar the purpose of doing your work_ We will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto" shown in the Declarations, Item Three, Schedule of Covered Autos You Own, or on any endorsements amending this schedule. B, Under SECTION III - PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced with the following: b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss 01 use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision, only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 CA 71 18 11 09 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (2) Specified Causes of Loss, only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto": or (3) Collision, only if the Declarations indicate that Collision Coverage is provided for any covered "auto'_ However, the most we will pay for any expenses for loss of use is $30 per day. to a maximum of $2,000. C, Under SECTION IV — BUSINESS AUTO CONDITIONS. B_ General Conditions, 5. Other Insurance.. paragraph b. is replaced by the following; b. For Hired Auto Physical Damage, the following are deemed to be covered -autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow: and 2. Any covered "auto" hired or rented by your "employees" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business_ However, any "auto" that is leased, hired. rented or borrowed with a driver is not a covered "auto", nor is any "auto" you hire from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households_ 5, LOAN OR LEASE GAP COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If a covered "auto" is owned or leased and if we provide Physical Damage Coverage on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the lease or loan for a covered "auto", less: (a) The amount paid under the Physical Damage Section of the policy; and: (b) Any: (1) Overdue lease or loan payments including penalties, interest or other charges resulting from overdue payments at the time of the loss'; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Costs for extended warranties, Credit Life Insurance, Health. Accident or Disability Insurance purchased with the loan or lease; (4) Security deposits not refunded by a lessor: and (5) Carry-over balances from previous loans or leases. 6. RENTAL REIMBURSEMENT Under SECTION III - PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, paragraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to $75 per day to a maximum of $2,000 for transportation expense incurred by you because of covered loss"_ We will pay only for those covered -autos" for which you carry Collision Coverage or either Comprehensive Coverage or Specified Causes of Loss Coverage. We will pay for transportation expenses incurred during the period beginning 24 hours alter the covered "loss" and ending, regardless of the policy's expiration, when the covered `auto" is returned to use or we pay for its "loss"_ This coverage is in addition to the otherwise applicable coverage you have on a covered "auto'. No deductibles apply to this coverage. Includes copyrighted material of Insurance Services Office, Inc. CA 71 1811 09 Page 3 of 5 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (2) This coverage does not apply while there is a spare or reserve "auto" available to you for your operation. 7. AIRBAG COVERAGE Under SECTION III - PHYSICAL DAMAGE B. EXCLUSIONS. paragraph 3. is deleted and replaced by the following: 3. We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: (1) Wear and tear, freezing, mechanical or electrical breakdown. However, this exclusion does not include the discharge of an airbag. (2) Blowouts. punctures or other road damage to tires. 8. GLASS REPAIR — WAIVER OF DEDUCTIBLE Section III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended to add the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 9. COLLISION COVERAGE — WAIVER OF DEDUCTIBLE Under Section III - PHYSICAL DAMAGE COVERAGE, D. Deductible is amended to add the following' When there is a loss to your covered "auto' insured for Collision Coverage, no deductible will apply if the loss was caused by a collision with another "auto" insured by us. 10. KNOWLEDGE OF ACCIDENT Under SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, paragraph a, is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "accident", claim, "suit" or "loss-. Knowledge of an "accident'', claim, -suit" or "loss" by your "employees" shall not, in itself, constitute knowledge to you unless one of your partners, executive officers, directors, managers, or members (if you are a limited liability company) has knowledge of the "accident", claim. "suit" or 'loss", Notice should include: (1) How, when and where the "accident" or "loss' occurred: (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses, 11. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) Under SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions paragraph 5. Transfer Of Rights Of Recovery Against Others To Us is deleted and replaced by the following: 5, Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. However, if the "insured" has waived rights to recover through a written contract, or if your work was commenced under a letter of intent or work order, subject to a subsequent reduction in writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form, Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 5 CA 71 18 11 09 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA 12. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud is amended by the addition of the following: We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in your representations as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 13. BLANKET COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS When required by written contract or written agreement, the definition of "insured contract' is amended as follows: • The exception contained in paragraph H.3, relating to construction or demolition operations on or within 50 feet of a railroad; and + Paragraph H.a. are deleted with respect to the use of a covered "auto" in operations for, or affecting, a railroad. Includes copyrighted material of Insurance Services Office, Inc. CA 71 18 11 09 Page 5 of 5 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #CA21042280505 Effective Dates: 02/13/2022-02/13i2023 COMMERCIAL AUTO CA 71 65 09 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - PRIMARY NON-CONTRIBUTORY COVERAGE WHEN REQUIRED BY INSURED CONTRACT OR CERTIFICATE This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM The provisions of the Coverage Form apply unless changed by this endorsement. This endorsement identifies person(s) or organization(s) who are "insured" under the Who Is An insured Provision of the Coverage Form. This endorsement changes the policy on the inception date of the policy, unless another date is shown below_ Endorsement Effective: 02/13/2022 Countersigned By: (Authorized Representative) Named Insured: A/W MECHANICAL SERVICES, LP (No entry may appear above. If so, information to complete this endorsement is in the Declarations.) 1. Section II — Liability Coverage, A. Coverage, 1. Who Is An Insured is amended to add' Any person or organization with whom you have an "insured contract" which requires: i, that person of organization to be added as an 'insured" under this policy or on a certificate of insurance; and ii. this policy to be primary and non-contributory to any like insurance available to the person or organization. Each such person or organization is an "insured" for Liability Coverage. They are an "insured" only if that person or organization is an "insured" under in SECTION I1 of the Coverage Form. The contract between the Named Insured and the person or organization is an "insured contract". 2, Section IV — Business Auto Conditions, B. General Conditions, 5. Other Insurance, paragraph d. is deleted and replaced by the following for the purpose of this endorsement only: When coverage provided under this Coverage Form is also provided under another Coverage Form or policy, we will provide coverage on a primary, non-contributory basis_ Includes copyrighted material of Insurance Services Office" Inc. with its permission. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #CU21042250501 Effective Dates: 02i1312022-02/13/2023 COMMERCIAL LIABILITY UMBRELLA CU 00 01 0413 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage_ Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words 'you' and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy_ The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1, Insuring Agreement a. We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" because of "bodily injury" or 'property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking damages for such 'bodily injury' or 'property damage' when the "underlying insurance" does not provide coverage or the limits of "underlying insurance" have been exhausted. When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other "suit" seeking damages to which this insurance may apply. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or 'property damage" to which this insurance does not apply. At our discretion, we may investigate any 'occurrence" that may involve this insurance and settle any resultant claim or "suit" for which we have the duty to defend. But: (1) The amount we will pay for the "ultimate net loss" is limited as described in Section III — Limits Of Insurance: and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" or "property damage" that is subject to an applicable "retained limit". If any other limit, such as a sublimit, is specified in the "underlying insurance", this insurance does not apply to "bodily injury" or "property damage" arising out of that exposure unless that limit is specified in the Declarations under the Schedule of "underlying insurance"_ c. This insurance applies to 'bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage' is caused by an "occurrence" that takes place in the 'coverage territory": (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1.a. of Section Ii — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "properly damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period. that the "bodily injury" or 'property damage' occurred, then any continuation, change or resumption of such 'bodily injury' or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. d. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.a, of Section II — Who Is An insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. CU D0 01 04 13 'O in"aranrp Cprvirp' I'?ff'ire. Iry arai 0,., .. 4 ..s i o DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. Except for liability arising out of the ownership, maintenance or use of "covered autos": a. If you are designated in the Declarations as: (1) An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. (2) A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. (3) A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. (4) An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. (5) A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. b. Each of the following is also an insured: (1) Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (a) "Bodily injury" or "personal and advertising injury": (i) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co - "employee" in the course of his or her employment or performing duties related to the conduct of your business or to your other "volunteer workers" while performing duties related to the conduct of your business: (ii) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (a)(i) above; or (iii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (a)(i) or (ii) above. (b) "Property damage" to property: (i) Owned, occupied or used by; (ii) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), (2) Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (3) Any person or organization having proper temporary custody of your property if you die, but only: (a) With respect to liability arising out of the maintenance or use of that property; and (b) Until your legal representative has been appointed. (4) Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. c. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: (1) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; (2) Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 2. Only with respect to liability arising out of the ownership, maintenance or use of "covered autos": a. You are an insured. b. Anyone else while using with your permission a "covered auto" you own, hire or borrow is also an insured except: (1) The owner or anyone else from whom you hire or borrow a "covered auto". I his exception does not apply if the "covered auto" is a trailer or semitrailer connected to a "covered auto" you own, (2) Your "employee" if the "covered auto' is owned by that "employee" or a member of his or her household. (3) Someone using a "covered auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a "covered auto". A partner (if you are a partnership), or a member (if you are a limited liability company) for a "covered auto" owned by him or her or a member of his or her household. (5) (6) "Employees" with respect to "bodily injury" to: (a) Any fellow "employee" of the insured arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business; or (b) The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph (a) above, c. Anyone liable for the conduct of an insured described above is also an insured, but only to the extent of that liability. 3. Any additional insured under any policy of "underlying insurance" will automatically be an insured under this insurance. Subject to Section III — Limits Of Insurance, if coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement, less any amounts payable by any "underlying insurance"; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. Additional insured coverage provided by this insurance will not be broader than coverage provided by the "underlying insurance". No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. CU 00 01 04 13 n IncirranrP SPrvirpc (lffira Inc 7n"!7 Cnno 11 of 1 R DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 4. Legal Action Against Us No person or organization has a right under this Coverage Part a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance, whether primary, excess, contingent or on any other basis, This condition will not apply to insurance specifically written as excess over this Coverage Part. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of the insurance provided under this Coverage Part; and (2) The total of all deductible and self -insured amounts under all that other insurance. 6. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 7. Representations Or Fraud By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this policy in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. 8. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named insured, this insurance applies: a. As if each Named Insured were the only Named Insured: and b. Separately to each insured against whom claim is made or "suit" is brought. 9. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. CU 00 01 04 13 Cc� Inciiranrc Sprvirpc Ciffira Inr 7f117 Gmna 11 .•Gf 12 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #CU21042250501 Effective Dates: 02/13/2022-02/13/2023 COMMERCIAL LIABILITY UMBRELLA CU 74 69 08 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS ADDITIONAL INSURED - PRIMARYINON -CONTRIBUTORY COVERAGE WHEN REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT This endorsement modifes insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM All policy terms apply except as stated below. Under SECTION II — WHO IS AN INSURED. the following is added to paragraph 3: If coverage provided to any additional insured is required by a written contract or written agreement. we will provide coverage to the additional insured on a primary basis without contribution from any other valid and collectible insurance available to the additional insured. Under SECTION IV — CONDITIONS, paragraph 5. Other Insurance does not apply to coverage provided by this endorsement. Includes copyrighted material of Insurance Services Office, Inc. CU 74 69 08 10 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA WORKERS COMPENSATION AND EMPLOYERS LIABIL)TY INSURANCE POLICY WC420304B (t=d. 6-141 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule ( ) Specific Waiver Name of person or organization (x) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this wailer, 2. Operations: 3. Premium: The premium charge for this endorsement shall be 0.020 percent of the premium developed on payroll in connection with work performed for the above person(s) or organi2ationfs) arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information helow is required only when this endorsement is issued subsequent to preparation of the policy.! Endorsement Effective 02/13/2022 Policy No. WC210422407 Insured A/W MECHANICAL SERVICES, LP Insurance Company WC 42 03 04 B (Ed. 6-14) Countersigned by Endorsement No.0 Premium $ c0pyrrght 7014 rtetiariii COvrlcwl 011 CurtrpCnsatiorr Insurance, Pnc_ AiP Rights Re5ervt¢. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #CPP21042270505 Effective Dates: 02/13/2022-92/13/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATI ON, NONRENEWAL OR MATERIAL CHANGE - THIRD PARTY This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE FORM TRUCKERS COVERAGE FORM Subject to the cancellation provisions of the Coverage Form to which this endorsement is attached, we will not 1_ Cancel; 2. Nonrenew: or. 3. Materially change {reduce or restrict) this Coverage Form. except for nonpayment of premium. until we provide at least 3c days written notice of such cancellation, nonrenewal or material change_ Written notice will be to the person or organization named in the Schedule. Such notice will be by certified mail with return receipt requested. This notification of cancellation, nonrenewal or material change to the person or organization named in the Schedule is intended as a courtesy only. Our failure to provide such notification will not: 1. Extend any Coverage Form cancellation date: 2. Negate the cancellation as to any insured or any certificate holder; 3. Provide any additional insurance that would not have been provided in the absence of this endorsement: or 4. Impose liability of any kind upon us. This endorsement does riot entitle the person or organization named in the Schedule to any benefits, rights or protection under this Coverage Form. SCHEDULE Name Of Person Or Organization Any person or organization holding a certificate of insurance issued for you. provided the certificate: 1_ Refers to this policy: 2_ States that notice of: a. Cancellation: b. Nonrenewal: or c. Material change reducing or restricting coverage: will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation: b_ Nonrenewal; or c_ Material change reducing or restricting coverage: and 4. Is on file at your agent or broker's office for this policy IL 70 66 07 14 Mailing Address The address shown for that person or organization in that certificate of insurance DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #CA21Q42280505 Effective Dates: 02/13/2022-02/13/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CAN ELL TI ON, NONRENEWAL OR MATERIAL CHANGE - THIRD PARTY This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORUM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM TRUCKERS COVERAGE EORM Subject to the cancellation provisions of the Coverage Form to which this endorsement is attached, we will not: 1. Cancel; 2_ Nanrenew; or. 3. Materially change (reduce or restrict) this Coverage Form, except for nonpayment of premium, until we provide at least 30 days written notice of such cancellation, nonrenewal or material change. Written notice will be to the person or organization named in the Schedule_ Such notice will be by certified mail with return receipt requested. This notification of cancellation, nonrenewal or material change to the person or organization named in the Schedule is intended as a courtesy only. Our failure to provide such notification will not: 1. Extend any Coverage Form cancellation date: 2. Negate the cancellation as to any insured or any certificate holder: 3. Provide any additional insurance that would not have been provided in the absence of this endorsement; or 4. Impose liability of any kind upon us_ This endorsement does not entitle the person or organization named in the Schedule to any benefits, rights or protection under this Coverage Form. SCHEDULE Name Of Person Or Organization Any person or organization holding a certificate of insurance issued for you, provided the certificate: 1. Refers to this policy: 2. States that notice of: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage: will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal; or c_ Material change reducing or restricting coverage; and 4, Is on file at your agent or broker's office for this policy IL 70 66 07 14 Mailing Address The address shown for that person or organization in that certificate of insurance DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #CU21042250501 Effective Dates: 02/13/2022.02/13/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATI ON, NONRENEWAL OR MATERIAL CHANGE - THIRD PARTY This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM TRUCKERS COVERAGE FORM Subject to the cancellation provisions of the Coverage Form to which this endorsement is attached, we will not 1. Cancel; 2. Nonrenew; or, 3. Materially change (reduce or restrict) this Coverage Form, except for nonpayment of premium, until we provide at least 30 days written notice of such cancellation, nonrenewal or material change. Written notice will be to the person or organization named in the Schedule. Such notice will be by certified mail with return receipt requested. This notification of cancellation, nonrenewal or material change to the person or organization named in the Schedule is intended as a courtesy only. Our failure to provide such notification will not: 1. Extend any Coverage Form cancellation date: 2_ Negate the cancellation as to any insured or any certificate holder: 3. Provrde any additional insurance that would not have been provided in the absence of this endorsement: ar 4. Impose liability of any kind upon us. This endorsement does not entitle the person or organization named in the Schedule to any benefits, rights or protection under this Coverage Form, SCHEDULE Name Of Person Or Organization Any person or organization holding a certificate of insurance issued for you, provided the certificate: 1. Refers to this policy; 2. States that notice of: a. Cancellation: b. Nonrenewal: or c. Material change reducing or restricting coverage: will be provided to that person or organization: 3. Is in effect at the time of the: a. Cancellation: b. Nonrenewal: or c. Material change reducing or restricting coverage; and 4_ is on file at your agent or broker's office for this policy IL706B0714 Mailing Address The address shown for that person or organization in that certificate of insurance DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Policy #WC210422407 Effective Dates: 02/13/2022-02/13/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, EARLIER NOTICE OF CANCELLATION PROVIDED BY US Number of Days Notice 60 For any statutorily permitted reason other than nonpayment of premium. the number of days required for notice of cancellation is increased to the number of days shown in the Schedule above. If this policy is cancelled by us we will send the Named Insured and any party listed in the following schedule notice of cancellation based on the number of days notice shown above. SCHEDULE Name of Person or Organization The Name of Person or ❑rganization is any person ❑r organization holding a certificate ❑f insurance issued far you, provided the certificate: 1. Refers to this policy; 2. States that notice of: a. Cancellation: b. Nonrenewal; or c. Material change reducing or restricting coverage; will be provided to that person ❑r organization; 3. Is in effect et the time of the' a. Cancellation; b. Nionrenewal; or c. Material change reducing or restricting coverage; and 4. is on file at your agent or broker's office for this policy. Mailing Address The Mailing Address is the address shown for that person or organization in that certificate of insurance. IL 70 45 05 07