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R2023-004 2023-01-09RESOLUTION 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 A/W Mechanical Services L.P. PASSED, APPROVED and ADOPTED this the 9th day of January, A.D., 2023. ________________________________ J.KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: 9D53D159-2DD4-4DB8-903E-BA25AACC1A27 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA1/10/2023 | 8:57 AM CST1/11/2023 | 6:37 AM PST Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 2 of 7 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 3 of 7 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 4 of 7 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 CONTRACT OR 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 5 of 7 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 6 of 7 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 7 of 7 Incorporated by Reference Only: Exhibit 1: RFB/RFP/ Quote No. 23848 Exhibit 2: Contractor’s Bid/Proposal Response 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). DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA A/W Mechanical Services, L. P. P.O. Box 70308 Houston, Texas 77270-0308 (713) 869-7584 (713) 869-2909 fax Cooperative: Choice Partners Member No. 18/036MC-01 Quote No. 23848 November 21, 2022 PROPOSAL Submitted To: Service Address: Jack Enochs, Facilities Services Manager Engineering and Public Works | City of Pearland 2016 Old Alvin Rd Pearland, Texas 77581 Pearland Recreation Center 4141 Bailey Road Pearland, Texas 77584 We hereby propose to furnish the materials and perform the labor for the completion of: 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 III.COST(S): A.Material and Labor $ 96,500.00 B. Sales Tax (tax exempt)$ 0.00 TOTAL $ 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, ATTACMENT B - BID / PRICING SCHEDULEDocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA A/W Mechanical Services, L.P. Page 2 of 2 23848-Pearland_Rec Boiler Xout.docx 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA ATTACHMENT C – 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.gov. 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA Division of Harris County Department of Education 6005 Westview Dr., Houston, TX 77055 713.696.2122 877.696.2122 www.ChoicePartners.org May 18, 2018 Ronald B. Lyle, Vice President A/W Mechanical Services, LP 3331 West 11th 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 15 of 39 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 16 of 39 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 17 of 39 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 18 of 39 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 19 of 39 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 20 of 39 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 member s 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 21 of 39 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 member s 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 22 of 39 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 23 of 39 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 24 of 39 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 25 of 39 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 26 of 39 • 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 member s, 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 27 of 39 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA CSP #18/036MC eBid JOC Component CSP (revised 8.28.17) Page 28 of 39 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). DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA A/W Mechanical Services, L. P. P.O. Box 70308 Houston, Texas 77270-0308 (713) 869-7584 (713) 869-2909 fax Cooperative: Choice Partners Member No. 18/036MC-01 Quote No. 23848 November 21, 2022 PROPOSAL Submitted To: Service Address: Jack Enochs, Facilities Services Manager Engineering and Public Works | City of Pearland 2016 Old Alvin Rd Pearland, Texas 77581 Pearland Recreation Center 4141 Bailey Road Pearland, Texas 77584 We hereby propose to furnish the materials and perform the labor for the completion of: 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 III. COST(S): A. Material and Labor $ 96,500.00 B. Sales Tax (tax exempt) $ 0.00 TOTAL $ 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 A/W Mechanical Services, L.P. Page 2 of 2 23848-Pearland_Rec Boiler Xout.docx 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. DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/19/2022 Bowen,Miclette &Britt Insurance Agency,LLC 2800 North Loop West,Suite 1100 Houston TX 77092 Michelle Rushing 713-880-7100 713-880-7166 mrushing@bmbinc.com Amerisure Partners Insurance CO.11050 Amerisure Insurance Company 19488A/W Mechanical Services,L.P. P.O.Box 70308 Houston TX 77270 Amerisure Mutual Insurance Company 23396 22702117 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X X Y Y CPP21042270505 2/13/2022 2/13/2023 2,000,000 A 1,000,000 X Y Y CA21042280505 2/13/2022 2/13/2023 B X X 5,000,000 0 Y Y CU21042250501 5,000,000 2/13/2022 2/13/2023 C N Y WC210422407 2/13/2022 2/13/2023 X 1,000,000 1,000,000 1,000,000 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... City of Pearland 3519 Liberty Drive Pearland TX 77581 USA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 1 1 Bowen,Miclette &Britt A/W Mechanical Services,L.P. P.O.Box 70308 Houston TX 77270 25 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 DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA DocuSign Envelope ID: BAB92C0E-7B91-416F-AD8E-CAF149AB9CAA