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HomeMy WebLinkAboutRes 2022-06-1199 Musco Sports Lighting, LLC, Johnson ParkCITY OF ANNA, TEXAS • • • �_. A • A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A CONSTRUCTION AGREEMENT WITH MUSCO SPORTS LIGHTING, LLC TO INSTALL ATHLETIC FIELD LIGHTING FOR TWO BASEBALL FIELDS AT JOHNSON PARK. WHEREAS, the City Council of the City of Anna, Texas, ("City Council") finds that the construction agreement with Musco Sports Lighting, LLC is instrumental and necessary to the installation of athletic field lighting at Johnson Park; and WHEREAS, the City Council considers the installation of athletic field lighting at Johnson Park to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set forth in the Strategic Plan adopted by City Council; and WHEREAS, the City Council approves the proposed construction agreement with Musco Sports Lighting, LLC, to include the following fee: "The total amount for fiscal year 2022: $319,211" NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full. Section 2. Approval and Authorization of Agreement. The City Council hereby approves the extension attached hereto as Exhibit 1 to enter into a construction agreement with Musco Sports Lighting, LLC and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize and enforce the construction agreement with Musco Sports Lighting, LLC. PASSED, APPROVED, AND ADOPTED on first and final reading on this 28th day of June, 2022. ATTEST: APPROVED: lll110ll//Il//poi ti. City Secretary, Carrriei�I /land � ° o a a Mayor, Nate Pike M STATE OF TEXAS § COUNTY OF COLLIN § CONSTRUCTION AGREEMENT This Construction Agreement ("Agreement") is made and entered into this _day of 20 by and between the City of Anna, Texas (the "Owner") and Musco Sports Lighting, LLC (the "Contractor") acting by and through their authorized representatives and in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows: Article I Work and Term 1.1 The Contractor shall perform all the work specified in the Contract Documents. The work is generally described as follows: Design, provide and install athletic field lights for two baseball fields at Johnson Parlc located in Anna, Texas, using pricing from Buy Board Contract 592-19. 1.2 The term of this Agreement shall begin on the last date of execution hereof (the "Effective Date") and continue until completion of the services provided herein. Article II Contract Documents 2.1 The Contract Documents shall include all documents enumerated in the General Provisions, as well as the documents idented herein. Every provision of the Contract Documents below is incorporated into this Agreement by reference. The Contract Documents referenced below are in descending order of precedence. Any conflict between or among any of the Contract Documents shall be resolved in favor of the document with higher precedence. A. This Agreement; B. Properly authorized change orders; C. Buy Board Contract 59249; and D. Contractor's quote. Article III Scope of Work 3.1 Contractor shall perform all the work specified in the Contract Documents, 3.2 Schematic Design Documents, Design Development Documents, Contract CA-1 Athletic Field Lighting at Johnson Park Documents, drawings, plans, specifications and other documents, including those in electronic form, prepared by Contractor and its consultants, agents, representatives, and/or employees in connection with the Project are intended for the use and benefit of Owner. Contractor and its consultants, agents, representatives, and/or employees shall be deemed the authors of their respective part of said Project documents. Notwithstanding, Owner shall own, have, keep and retain all rights, title and interest in and to all Project documents, including all ownership, common law, statutory, and other reserved rights, including copyrights, in and to all such Project documents, whether in draft form or final form, which are produced at its request and in furtherance of this Agreement or the Project. Owner shall have full authority to authorize Contractor, Subcontractors, consultants, and material or equipment suppliers to reproduce applicable portions of the Project documents to and for use in their execution of the work or for any other purpose. All materials and reports prepared by Contractor in connection with this Agreement are "works for hire" and shall be the property of Owner. Contractor shall upon completion of the services, or earlier termination, provide Owner with reproductions of all materials reports, and exhibits prepared by Contractor pursuant to this Agreement, and in electronic format if requested by Owner. Article IV Compensation and Method of Payment 4.1 Owner shall pay the Contractor no more than $319,211, subject to additions and deductions, for completion of the work in accordance with the Contract Documents using current funds. 4.2 Contractor agrees to furnish all materials, supplies, machinery, equipment, tools, superintendence, labor, insurance and other accessories and services necessary to complete the Work at Contractor's own cost and expense. Article V Notice to Proceed The Contractor shall not proceed with any work required under this Agreement without a written Notice to Proceed from City. Article VI Relationship of Parties It is understood and agreed by and between the parties that in satisfying the conditions of this Agreement, the Contractor is acting independently, and that Owner assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by Contractor pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee of Owner. Contractor shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of this Agreement. CA-2 Athletic Field Lighting at .Iohnsoia Pariz Article VII Insurance 7.1 Procurement and Evidence of Insurance. Prior to commencing the Services, and continuing until all Services to be performed under this Agreement have been completed, Contractor shall purchase and maintain insurance with a company or companies qualified to do business in Texas and rated at least "A" by AM Best or other equivalent rating service. All such insurance, with the exception of workers compensation, shall name Owner as an additional insured and provide for a waiver of subrogation against Owner for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of the insurance. Each policy and renewals or replacements thereof shall provide that it will not be canceled, non -renewed or material change except with thirty (30) days advance written notice ten (10) days for non- payment of premium) to City. Evidence of such insurance shall be provided to Owner by delivering certificates of insurance. 7.2 Coverage and Limits. The insurance required under this Paragraph shall provide for the following coverages and limits: a. Workers' compensation and employers' liability insurance as required by applicable law and the Special Provisions to this Agreement. b. Commercial general liability insurance for bodily injury and property damage, including limited contractual liability coverage in not less than the following amounts: i. General Aggregate Limit $2,000,000 each occurrence ii. Each Occurrence Limit $1,000,000 each occurrence; and 7.3 Commercial automobile liability insurance coverage, including non -owned and hired, covering all owned, hired or non -owned vehicles including the loading or unloading thereof with limits not less than $1,000,000, than: 7.4 Umbrella liability insurance covering all operations with limits of liability not less Bodily Injury and Property Damage Liability $5,000,000 each occurrence $5,000,000 aggregate CA-3 Athletic Field Lighting at Johnson Par�lz Article VIII Miscellaneous 8.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings, written or oral agreements between the parties with respect to this subject matter. 8.2 Authorization. Each party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. 8.3 Assignment. Contractor may not assign this Agreement in whole or in part without the prior written consent of Owner. 8.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns. 8.5 Governing Law. The Agreement shall be governed by the laws of the State of Texas, without giving effect to any conflicts of law rule or principle that might result in the application of the laws of another jurisdiction; and venue for any action concerning this Agreement shall be in the State District Court of Collin County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.6 Amendments. This Agreement maybe amended by the mutual written agreement of the parties. 8.7 Severability. In the event any one or more of the provisions contained in this Agreement 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 Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 8.8 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 8.9 Recitals. The recitals to this Agreement are incorporated herein. 8.10 Notice. Any notice required or permitted to be delivered hereunder maybe sent by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other party or address as either party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: CA-4 Athletzc Field Lighting at Johnso�z Park If intended for Owner: City of Anna Attn: Jim Proce City Manager 120 West Seventh St Anna, Texas 75409 If intended for Contractor: Musco Sports Lighting, LLC Wn: Title: Address: 8.11 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of the parties hereto. 8.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. 8.13 Indemnification. OWNER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM THE SERVICES OF CONTRACTOR PURSUANT TO THIS AGREEMENT, CONTRACTOR WAIVES ALL CLAIMS AGAINST OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS THE "CITY") FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF OWNER, CONTRACTOR AGREES TO INDEMNIFY AND SAVE HARMLESS OWNER FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION) AND ACTIONS BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY CONTRACTOR'S NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF CONTRACTOR, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO SOLE NEGILGENCE OF OWNER). IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CA-5 Athletic Field Lighting at Johnson Pa�k CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONTRACTOR, ON NOTICE FROM OWNER, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT CONTRACTOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO OWNER, CONTRACTOR'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY CONTRACTOR UNDER THIS AGREEMENT, THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT 8.14 Leal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 8.15 Conflicts of Interests. Contractor represents that no official or employee of Owner has any direct or indirect pecuniary interest in this Agreement. (signature page to follow) CA-6 Athletic Field Lighting at Joh�ason. Pariz EXECUTED on this day of , 2022. OWNER, City of Anna, Texas By: Jim Proce, City Manager Attest: EXECUTED on this day of , 2022. CONTRACTOR By: Narne: Title: Attest: CA-7 Athletic Field Lighting at Johnson Paf°Iz Johnson Park Field Lighting City of Anna, Texas Light Structure System — TLC LED Buy Board Quote Contract Number: 592-79 Commodity: Parks/Rec &Field Lighting Date: June 2, 2022 Equipment Description Light -Structure TLC LEDTM System delivered to your site in Five Easy PiecesT"" • Pre -cast concrete bases • Galvanized steel poles • UL Listed remote driver component enclosure • Pole length wire harness • Factory -aimed and assembled LED luminaires Also Includes: • 50% less spill and glare light than Musco's prior industry leading technology • Musco Constant 25T"" warranty and maintenance program that eliminates 100% of your maintenance costs for 25 years, including labor and materials • Guaranteed constant light level of 30 footcandles infield and 20 footcandles outfield footcandles for 25 years. • Control Link® Control &Monitoring System for flexible control and solid management of your lighting system • Lighting Contactors • All drawing necessary to obtain electrical permit • Turnkey Installation including electrical • Payment and Performance Bonds Quote Musco's Light Structure TLC LEDT"" as described above........................................................$319,211 Pricing reflects the Buy Board Discount Pricing furnished is effective until September 30, 2022. Payment Terms Net 30. Musco will attempt to coordinate shipment so that delivery corresponds with the customer's payment schedule. We will expect payment within the terms described above unless there is a written statement from Musco's corporate headquarters stating the acceptance of different terms. Musco Sports Lighting, LLC • 2009, 2012 1 W290-enLIS-3 • Delivery to the job site from the time of order, submittal approval, and confirmation of order details including voltage and phase, pole locations is approximately 3045 days. Due to the built-in custom light control per luminaire, pole locations need to be confirmed prior to production. Changes to pole locations after the product is sent to production could result in additional charges. Notes Quote is based on: • Shipment of entire project together to one location • Two small baseball fields • Structural code and wind speed = 2018 IBC, 115 MPH • Confirmation of pole locations prior to production Thank you for considering Musco for your sports -lighting needs. Please contact me with any questions. Chris Johnson Sales Executive Musco Sports Lighting, LLC Cell: 214-733-2927 E-mail: chris.johnson@musco.com Musco Sports Lighting, LLC • 2009, 2012 2 M-1290-enUS-3 R ;+z lox' + { Legend Untitled Map yI�, - VUrite a de�cri tior� for our map, `' Feature 1 P Y P Johnson Parlt try w BuyBoard Proposal Invitation No. 59249 Parks and Recreation Equipment and Field Lighting Products Manufacturer: Musco Sports Lighting, LLC Address: 100 15Y Ave West City, State, Zip Code: Oskaloosa, IA 52577 Contact: Amanda Hudnut Phone: 800-825-6030 Fax: 641-672-1996 Email: musco.contracts@musco.com Pricing: All prices are stated in USD. Lighting system pricing stated below includes lighting system materials, lighting design & consultant services and delivery within the State of Texas to the job site. Additional freight cost may be incurred outside of the State of Texas.. Terms: Net 30 days upon delivery Light -Structure Systemr`" with Total Light Control —TLC for LED'^' technology includes poles, precast concrete bases, LED fixtures, luminaire assemblies, electrical component enclosures and wire harnesses. Light -Structure System"' with Total Light Control —TLC for LED'"' technology pricing includes a 25-year product assurance & warranty program and ControkLink° Control & Monitoring package. Football Utilizing LED luminaires — Li>;ht-Structure Svstem'"" Football Field Size Pole Setback Average Maintained Light Level Price for Light -Structure TLC -LID Materials Average Maintained Light Level Price for Light -Structure TLC -LID Materials 360' x 160' 50, 30 fc $1735187 50 fc $2555955 360' x 160' 80' 30 fc $2079789 50 fc $291,604 360' x 160' 100, 30 fc $2395526 50 fc $3083166 360' x 160' 120 30 fc $240,060 50 fc $340,955 Soccer Utilizing LED luminaires — Li>?ht-Structure Svstem"" Soccer Field Size Pole Setback Average Maintained Light Level Price for Light -Structure TLC -LED Materials Average Maintained Light Level Price for Light -Structure TLC -LED Materials 330' x 195' 30' 30 fc $1485644 50 fc $2209619 360' x210' 30' 30 fc $1625554 50 fc $2515332 360' x225' 1 30' 1 30 fc 1 $1825890 1 50 fc $297,906 BuyBoard Proposal 592-19 April 2022 Page 1 of 4 BuyBoard Proposal Invitation No. 59249 Parks and Recreation Equipment and Field Lighting Products Baseball/Softball Utilizing LED luminaires — Light -Structure SvstemTM Baseball/Softball Field Type Field Size Average Maintained Light Level Price for Light -Structure TLC -LID Materials Average Mahitauied Light Level Price for Light -Structure TLC -LID Materials (Inf/Out) (hif/Out) 60' Base Path 200' 30/20 fc $108,384 50/30 fc $1445966 60' Base Path 225' 30/20 fc $1319188 50/30 fc $1563204 60' Base Path 250' 30/20 fc $144,804 50/30 fc $1785564 60' Base Path 300' 30/20 fe $182,516 50/30 fc $221,750 60' Base Path 325' 30/20 fc $1945102 50/30 fc $2429612 90' Base Path 300' 50/30 fc $2583350 70/50 fc $348,617 90' Base Path 309/325'/300' 50/30 fc $262,695 70/50 fc $357,888 90' Base Path 350' 50/30 fc $312,438 70/50 fc $425,639 90' Base Path 320'/369/320' 50/30 fc $299,404 70/50 fc $411,766 90' Base Path 330'/400'/330' 50/30 fc $334,626 70/50 fc $503A65 Tennis Utilizing; LED luminaires — Light -Structure SvstemT"' Te luus # Courts Average Maintained Light Level Price for Light -Structure TLC -LID Materials 2 50 fc $695743 3 50 fc $815855 4 50 fc $1015332 6 50 fc $154,316 Basketball Outdoor Utilizing LED luminaires — Lieht-Structure SvstemT°' Basketball - Outdool• # Courts Average Maintained Light Price for Light -Structure Level TLC -LID Materials 1 50 fe $57,409 Basketball Indoor Utilizing; LED luminaires Basketball -Indoor -10 year pa1•ts and labor walz-anty # Courts Light Level Price for LED Materials 1— 94' x50' 80 fc $445038 Parking; Lot Utilizing= LED luminaires Parking Lot -10 year parts and labor wa11•ant3 Parking Lot Area Light Level Price for LED Materials Price per Square foot (to be used for alternate size areas 320' x200' 1 fc $45,136 $0.71/sgft BuyBoard Proposal 592-19 April 2022 Page 2 of 4 BuyBoard Proposal Invitation No. 59M9 Parks and Recreation Equipment and Field Lighting Products Mini -Pitch SvstemT"' Modular Snorts Solution Mini -Pitch System'"' - 10 year parts and labor warranty Light Level Price for TLC -LED Materials 40' x 84' 25 fc $75,000 50' x 104' 20 fc $805000 60' x 120' 115 fc $855000 Supplemental Items Supplemental Items Price for Materials Control -Link Retrofit (adapts to existing contactors - Control Module Only, (1) service up to 7 zones - Warranty is 10 years parts & labor $95750 TLC for LED' RGB-U Fixture $5,500 fixture TLC for LED' RGBW Fixture $5,500/fixture MuscoVision° -Diamond Field* (5 year parts & labor warranty) $12,000 Muscovision°- Rectangular Field/Court* (5year parts & labor warranty) $12,000 /Su Hours of streaming included; additional hours available for purchase A. Lighting system pricing stated above includes lighting system materials, lighting design &consultant services and delivery within the State of Texas to the job site. Additional freight may be incurred outside of the State of Texas. B. During the term of this contract, technical upgrades to these products may periodically become available and will be offered to the owner. Bidder reserves the right to supply upgraded technology provided it maintains on -field lighting performance and enhances benefit. C. The pricing is based on using Musco's typical 5700 I<elvin/75 CRI LED fixtures. Other Kelvin &CRI LED fixture combinations are available and may add additional cost. D. The pricing is based on using 480v; other voltage options are available and may add additional cost. E. During the term of this contract if the Building Codes/Wind Speeds change, Bidder reserves the right to adjust pricing accordingly. Quote for bid based on structural code and wind speed of IBC 2015, 115 mph, Exposure C. A change in building code and wind speed will have a direct effect on the bid price based on percentage increase. Alternate price for increasing building code in 10 mph increments (based from 115 mph): State in a value of % over base pricing for each field: 10% per every 10-mph increment. F. Pricing is based on using Musco's Control -Link® Control &Monitoring package. Musco's Show -Light° entertainment services package is available and will increase the equipment cost by 5%. G. Pricing is based on using Musco's Control -Link° Control &Monitoring package. Musco's Show -Light+° entertainment services package is available and will increase the equipment cost by 12%. Musco is not responsible for obtaining rights to or any cost associated with music licenses. H. The pricing can also include equipment installation. Labor and materials for the complete installation, including but not limited to foundations, pole erection, trenching, backfill, conduit, wire, electrical musco. BuyBoard Proposal 592-19 April 2022 Page 3 of 4 BuyBoard Proposal Invitation No. 59249 Parks and Recreation Equipment and Field Lighting Products distribution and service cabinets) and site restoration shall utilize the current RS Means pricing, coefficient and must also include the appropriate City Cost Index. Manufacturers do not have to list electrical sub -contractors; however, the owner has the right to reject through the submittal process, sub -contractors not licensed with the local jurisdiction. J. Sales tax, labor, and unloading of equipment is not included as part of the materials -only quote. I<. Quote based on shipment of entire project together to one location. Delivery time of order, submittal approval, and confirmation of order details including voltage and phase and pole location is approximately 6-8 weeks (standard shipping). L. Confirmation of pole locations required prior to production, due to the built-in custom light control per luminaire. M. This price list should not be considered complete and exhaustive due to the nature of each project being a unique, custom design -build situation. End of Bid BuyBoard Proposal 592-19 April 2022 Page 4 of 4 CITY RECORDS TRANSMITTAL Print or type To:City Secretary's Office Date: July 26, 2022 From: Dalan Walker Document TMe: Construction Agreement - Musco Sports Lighting Project Name (If applicable): Johnson Park Ballfield Lighting What action is required? ❑ Approval 8 Signature Notes: Is this document part of an ❑ Ordinance # ❑ Contract/Agreement Notes: 8 Date: 06/28/22 Department: "eighborhood services ❑ Preservation ❑ Other Resolution # 2022-06-1199 Is this document an Original or Copy X ? Did your department retain a scan X ,paper copy Notes: Any additional information that may be useful to the City Secretary regarding this document: please return a copy to nalan Walker when execrated Refer to Records Retention Schedules at https://www.tsl.texas.gov/slrm/recordspubs/localretention.html Record Series #: �R1000-25 For Records Management Only Preservation Information Scanned File Name Retained — Cabinet Archived — Box # Completed by Retention Period: 5 years Location Drawer # Storage location Date Location Clear Form Email Form Print Form CITY OF ANNA, TEXAS A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A CONSTRUCTION AGREEMENT WITH MUSCO SPORTS LIGHTING, LLC TO INSTALL ATHLETIC FIELD LIGHTING FOR TWO BASEBALL FIELDS AT JOHNSON PARK. WHEREAS, the City Council of the City of Anna, Texas, ("City Council") finds that the construction agreement with Musco Sports Lighting, LLC is instrumental and necessary to the installation of athletic field lighting at Johnson Park; and WHEREAS, the City Council considers the installation of athletic field lighting at Johnson Park to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set forth in the Strategic Plan adopted by City Council; and WHEREAS, the City Council approves the proposed construction agreement with Musco Sports Lighting, LLC, to include the following fee: "The total amount for fiscal year 2022: $319,211" NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for ail purposes asset forth in full. Section 2. Approval and Authorization of Agreement. The City Council hereby approves the extension attached hereto as Exhibit 1 to enter into a construction agreement with Musco Sports Lighting, LLC and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize and enforce the construction agreement with Musco Sports Lighting, LLC. PASSED, APPROVED, AND ADOPTED on first and final reading on this 28t' day of June, 2022. ATTEST: City Secretary, Carrie Land APPROVED: Nate Pike STATE OF TEXAS § § CONSTRUCTION AGREEMENT COUNTY OF COLLIN § This Construction Agreement ("Agreement") is made and entered into this .' day of / _ 20e2ffl1by and between the City of Anna, Texas (the "Owner") and Musco Sports Lig ting, LLC, an Iowa limited liability company (the "Contractor") acting by and through their authorized representatives and in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows: Article I Work and Term 1.1 The Contractor shall perform ail the work specified in the Contract Documents. The work is generally described as follows: Design, provide and install athletic field lights for two baseball fields at Johnson Park located in Anna, Texas, using design, installation and pricing in accordance with Buy Board Contract 592-19. 1.2 The term of this Agreement shall begin on the last date of execution hereof (the "Effective Date") and continue until completion of the services provided herein. Article II Contract Documents 2.1 The Contract Documents shall include all documents identified herein. Every provision of the Contract Documents below is incorporated into this Agreement by reference. The Contract Documents referenced below are in descending order of precedence. Any conflict between or among any of the Contract Documents shall be resolved in favor of the document with higher precedence. A. This Agreement; B. Properly authorized change orders; C. Buy Board Contract 592-19 attached hereto as Exhibit A; and D. Contractor's quote attached hereto as Exhibit Be and E. Worker's Compensation Notice attached hereto as Exhibit C. Article III Scope of Work 3.1 Contractor shall perform all the work specified in the Contract Documents. Construction Agreement CA-1 Athletic Field Lighting at Johnson Park 3.2 Schematic Design Documents, Design Development Documents, Contract Documents, drawings, plans, specifications and other documents, including those in electronic form, prepared by Contractor and its consultants, agents, representatives, and/or employees specifically for the Project and delivered to Owner are intended for the use and benefit of Owner. Contractor and its consultants, agents, representatives, and/or employees shall be deemed the authors of their respective part of said Project documents. Notwithstanding, Owner shall own, have, keep and retain all rights, title and interest in and to all Project documents, including all ownership, common law, statutory, and other reserved rights, including copyrights, in and to all such Project documents, which are produced at its request and delivered to Owner specifically for the Project. Owner shall have full authority to authorize Contractor, Subcontractors, consultants, and material or equipment suppliers to reproduce applicable portions of the Project documents to and for use in their execution of the work or for any other purpose related to Project. All materials and reports prepared by Contractor and delivered to Owner specifically for the Project are "works for hire" and shall be the property of Owner. Contractor shall upon completion of the services, or earlier termination, provide Owner with reproductions of all materials reports, and exhibits prepared by Contractor pursuant to this Agreement, and in electronic format if requested by Owner. Article IV Compensation and Method of Payment 4.1 Owner shall pay the Contractor no more than $319,211, subject to additions and deductions, for completion of the work in accordance with the Contract Documents using current funds. Owner shall pay Contractor for work satisfactorily performed no later than thirty (30) days from the date Owner receives an invoice from Contractor. Monthly progress invoicing and payments will apply. 4.2 Contractor agrees to furnish all materials, supplies, machinery, equipment, tools, superintendence, labor, insurance and other accessories and services necessary to complete the Work at Contractor's own cost and expense. Article V Notice to Proceed The Contractor shall not proceed with any work required under this Agreement without a written Notice to Proceed from City. Article VI Relationship of Parties It is understood and agreed by and between the parties that in satisfying the conditions of this Agreement, the Contractor is acting independently, and that Owner assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by Contractor pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee of Owner. Contractor shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of this Agreement. At no time will Owner have any control or supervision over the means, methods, sequences, technologies, undertakings, measures or procedures utilized to perform the services under this Agreement. Construction Agreement CA-2 Athletic Fielcl Lighting at,Iohnson Park Article VII Insurance 7.1 Procurement and Evidence of Insurance. Prior to commencing the Services and continuing until all Services to be performed under this Agreement have been completed, Contractor shall purchase and maintain insurance with a company or companies qualified to do business in Texas and rated at least "A" by AM Best or other equivalent rating service. All such insurance, with the exception of workers compensation, shall name Owner as an additional insured and provide for a waiver of subrogation against Owner for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of the insurance. Each policy and renewals or replacements thereof shall provide that it will not be canceled, non -renewed or material change except with thirty (30) days advance written notice to City. Evidence of such insurance shall be provided to Owner by delivering certificates of msurance. 7.2 Coverage and Limits. The insurance required under this Paragraph shall provide for the following coverages and limits: a. Workers' compensation and employers' liability insurance as required by applicable law attached hereto as Exhibit C. b. Commercial general liability insurance for bodily injury and property damage, including limited contractual liability coverage in not less than the following amounts: i. General Aggregate Limit $2,000,000 each occurrence ii. Each Occurrence Limit $1,000,000 each occurrence; and 7.3 Commercial automobile liability insurance coverage, including non -owned and hired, covering all owned, hired or non -owned vehicles including the loading or unloading thereof with limits not less than $1,000,000. 7.4 Umbrella liability insurance covering all operations with limits of liability not less than: Bodily Injury and Property Damage Liability $5,000,000 each occurrence $5,000,000 aggregate Article VIII Miscellaneous 8.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings, written or oral agreements between the parties with respect to this subject matter. 8.2 Authorization. Each party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. Construction Agreement CA-3 Athletic Field Lighting at Johnson Park 8.3 Assignment. Contractor may not assign this Agreement in whole or in part without the prior written consent of Owner. 8.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns. 8.5 Governing Law. The Agreement shall be governed by the laws of the State of Texas, without giving effect to any conflicts of law rule or principle that might result in the application of the laws of another jurisdiction; and exclusive venue for any action concerning this Agreement shall be in a State District Court of Collin County, Texas. 8.6 Amendments. This Agreement may be amended by the mutual written agreement of the partres. 8.7 Severability. In the event any one or more of the provisions contained in this Agreement 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 Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 8.8 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 8.9 Recitals. The recitals to this Agreement are incorporated herein. 8.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier or by confirmed Lefax or facsimile to the address specified below, or to such other party or address as either party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: If intended for Owner: City of Anna Attn: Jim Proce, City Manager 120 West Seventh St Anna, Texas 75409 If intended for Contractor: Musco Sports Lighting, LLC Attn: James M. Hansen, Secretary Address: 100 1st Ave West Oskaloosa, Iowa 52577 8.11 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of Construction Agreement CA4 Athletic Field Lighting at Johnson Park copies hereof each signed by less than all, but together signed by all of the parties hereto. 8.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. 8.13 Indemnification. OWNER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM THE SERVICES OF CONTRACTOR PURSUANT TO THIS AGREEMENT. CONTRACTOR WAIVES ALL CLAIMS AGAINST OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS THE "CITY") FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF OWNER, CONTRACTOR AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS OWNER FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, ATTORNEYS' FEES AND RELATED EXPENSES AND COSTS OF INVESTIGATION) AND ACTIONS BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY CONTRACTOR'S NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY NEGLIGENT ACT OR OMISSION ON THE PART OF CONTRACTOR, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO SOLE NEGILGENCE OF OWNER), IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONTRACTOR, ON NOTICE FROM OWNER, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT CONTRACTOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO OWNER. CONTRACTOR'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY CONTRACTOR UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 8.14 Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 8.15 Conflicts of Interests. Contractor represents that no official, officer, or employee of Owner has any direct or indirect pecuniary interest in this Agreement. 8.16 Force Maieure. Contractor shall not be liable for delays or failure to perform due directly, or indirectly, to (i)causes beyond Contractor's reasonable control, (ii)acts of God or nature, (iii)acts (including failure to act) of any governmental authority, (iv)wars (declared or undeclared), (v)strikes or other labor disputes, (vi)natural calamities (such as fires, floods, earthquakes, storms, epidemics). Construction Agreement CA-5 Athletic Fielcl Lighting at Johnson Park EXECUTED on this�4 day of OWNEIt,ruity of Anna, By: a vy >' Jim Proce, City f At est: anager EXECU'CED on this —1.5y of , 2022. CONTRACTOR, Musco Sports Lighting, LLC By: Attest: Construction Agreement CA-6 Athletic Field Lighting at Johnson Park EXHIBIT A 0=0 August 2, 2021 P.O. Box 400, Austin, Texas 78767 800.695.2919 • info@buyboard.com • buyboard.com Sent via email to: musco..com Amanda Hudnut Musco Sports Lighting, LLC 100 1 st Ave West Oskaloosa, IA 52577 Re: Parks and Recreation Equipment and Field Lighting Products BuyBoard Contract 592-19 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Parks and Recreation Equipment and Field Lighting Products, Contract 592-19, for which the current term is set to expire September 30, 2021. At this time, the BuyBoard is renewing your contract through September 30, 2022. This will be the final renewal of this contract. All discounts, terms, and conditions of your contract will remain the same. If you agree to this renewal, there is nothing you need to do. However, if you do not agree to this renewal, you must notify me via email at lisa.maraden@tasb.org prior to the start of the renewal term. If you have questions or comments concerning this renewal, please contact me as soon as possible at lisa.maraden@tasb.org. We appreciate your interest in The Local Government Purchasing Cooperative, Sincerely, Lisa Marsden Contract Administrator Endorsed by A TASA� TMI, ,?,;' ._Tr_.k'YSiP final renewal v.02.13.2020 P.O. Box 400, Austin, Texas 78767 800.695.2919 • info@buyboard.com • buyboard.com August 28, 2020 Sent via email to: musco.contracts(a�musco.com Amanda Hudnut Musco Sports Lighting, LLC (self -reporting vendor) 100 1 st Ave West Oskaloosa IA 52577 Re: Parks and Recreation Equipment and Field Lighting Products BuyBoard Contract 592-19 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Parks and Recreation Equipment and Field Lighting Products, Contract 592-19 effective October 1, 2019 through September 30, 2020, with two possible one-year renewals. At this time the BuyBoard is renewing your contract through September 30, 2021. All discounts, terms, and conditions of your contract will remain the same. If you agree to this renewal, there is nothing you need to do. However, if you do not agree to this renewal, you must notify me via email at connie.burkettQtasb.org prior to the start of the renewal term. Reminder: Once a BuyBoard contract is awarded, vendors must generate a minimum of $15,000 annually or they may not be offered a contract renewal. If you have questions or comments concerning this renewal, please contact me as soon as possible at connie.burkett("Wtasb.org. We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, Connie W Burkett, CTS80 Contract Administrator Endorsed by ►= TASA'1 TML �Q� I ,.?,o' lit renewal v.02.13.2020 and Purchasing P. 0. Box 400 Austin, TX 78767-0400 800* 695a 2919 512.467.0222 Fax: 800.211.5454 buyboard. com July 18, 2019 Sent Via Email: musco.contracts@musco.com Amanda Hudnut Musco Sports Lighting, LLC 100 1st Ave West Oskaloosa, IA 52577 Welcome to BuyBoard! Re: Notice of The Local Government Purchasing Cooperative Award Proposal Name and Number: Parks and Recreation Equipment and Field Lighting Products and Installation, Proposal No. 592-19 Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above -referenced Proposal. The contract is effective 10/1/2019 through 9/30/2020, with two possible one-year renewals. The contract documents are those identified in Section 3 of the General Terms and Conditions of the specifications. To view the items your company has been awarded, please review the proposal tabulation No. 592-19 on the following web -site: www.ouyDoara.com/vendor. Only items marked as awarded to your company can be sold through the BuyBoard contract. In addition, on this website you will find the membership list which will provide you with the names of all entities with membership in our purchasing cooperative. Enclosed with this letter you will find the following documents: 1. Vendor Quick Reference Guide 2. BuyBoard License and Identity Standards You are advised that receipt of a purchase order directly from a Cooperative member is not within the guidelines of the Cooperative. Accepting purchase orders directly from Cooperative members may result in a violation of the State of Texas competitive bid statute and termination of this Cooperative BuyBoard contract. Therefore, all purchase orders must be processed through the BuyBoard in order to comply. Please forward by email to info@buyboard.com any order received directly from a Cooperative member. If you inadvertently process a purchase order sent directly to you by a Cooperative member, please email the order info@buyboard.com and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the Texas Association of School Boards, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, please contact Cooperative Procurement Staff at 800-695-2919. Sincerely, Arturo Salinas Department Director, Cooperative Procurement v.6.5 * �— The Local Government Purchasing Cooperative is endorsed by the Texas Association o/School Boards, TML � T� Texas Municipal League, Texas Association o/Counties, and the Texas Association o/ Schoo! Administrators. ' Board® li:;o_,rn: ;.;:C7 G.rrarLt September 4, 2019 Sent Via Email: musco.contracts@musco.com Amanda Hudnut Musco Sports Lighting, LLC 100 1st Ave West Oskaloosa, IA 52577 Welcome to BuyBoard! \ationid School Endorsed by 4NSBA• Boards Assocletion Re: Notice of National Purchasing Cooperative Piggy-BackAward Proposal Name and Number: Parks and Recreation Equipment and Field Lighting Products and Installation, Proposal No. 59249 Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard® contract based on the above -referenced Proposal. As provided for in the Proposal and your National Purchasing Cooperative Vendor Award Agreement, you are authorized to sell the goods and services awarded under the Proposal to National Cooperative members in states other than Texas through the BuyBoard. The contract is effective 10/1/2019 through 9/30/2020, with two possible one-year renewals. The National Cooperative membership list is available at our website www.buyboard.com/vendor. The list identifies the current members that may purchase awarded goods and services under your National Cooperative BuyBoard contract. You are advised that receipt of a purchase order directly from a National Cooperative member is not within BuyBoard guidelines. Accepting purchase orders directly from Cooperative members may result in a violation of applicable competitive procurement law and termination of this National Cooperative BuyBoard contract. Therefore, all purchase orders from National Cooperative members must be processed through the BuyBoard. Please forward by e-mail to info@buyboard.com any order received directly from a National Cooperative member. If you inadvertently process a purchase order sent directly to you by a National Cooperative member, please fax the order to the above number and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, please contact Cooperative Procurement Staff at 800-695-2919. Sincerely, Arturo Salinas Department Director, Cooperative Procurement v.6.5 P.O. Box 400, Austin, Texas 78767-0400 800.695.2919 • buyboard.com V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com NOTICE OF PROPOSAL INVITATION AND INSTRUCTIONS TO PROPOSERS The Local Government Purchasing Cooperative (Cooperative), 12007 Research Blvd., Austin, Texas 78759 is a statewide purchasing cooperative for school districts, junior colleges, cities, counties, and other political subdivisions. The Texas Association of School Boards, Inc. (TASB), a Texas nonprofit corporation, 12007 Research Blvd., Austin, Texas 78759, assisted in the formation of the Cooperative, and TASB along with the Texas Municipal League (TML), a Texas unincorporated nonprofit association, 1821 Rutherford Lane, Austin, Texas 78754 and the Texas Association of Counties JAC), a Texas nonprofit association, 1204 San Antonio, Austin, Texas 78701 all endorse the Cooperative. The Cooperative's contracts for commodities and services will be available to the members of TASB, TML, and TAC, and other local governmental entities that are members of the Cooperative eligible to purchase through a government purchasing cooperative or interlocal contract. TASB, the Cooperative's administrator, provides the electronic commerce technology to the Cooperative to enable members' purchasing to be accomplished electronically. Unless a different time period is stated in the General Information document for this Proposal Invitation, questions, requests for information or clarification, or comments regarding this Proposal Invitation, including the specifications, must be submitted in writing, addressed as indicated below, and received by the Cooperative no later than the loth business day before the Proposal Due Date. The Cooperative will respond only to written questions. The Local Government Purchasing Cooperative Attn: Director of Cooperative Procurement 12007 Research Blvd, Austin, TX 78759 Phone: 512-467-0222 Fax: 800-211-5454 E-Mail: bids@buyboard.com Sealed proposals are being solicited for the products, supplies, services and/or equipment as set forth in this Proposal Invitation and are solicited on behalf of all present and future members of the Cooperative. There may be over 1,000 Texas public school districts and junior colleges, over 900 municipalities, 400 counties, and numerous other political subdivisions (Le, river authorities, special districts, public housing authorities, etc.) participating in the Cooperative at any given time. Awarded products may also be available to the administrator's nonprofit entity BuyBoard subscribers and, in the event of a piggyback award, members of the National Purchasing Cooperative as further explained in the Proposal Invitation. PROPOSAL SUBMISSION INSTRUCTIONS Completed sealed proposals for Proposal No. 592-19 for Parks and Recreation Equipment and Field Lighting Products must be received on or before 4:00 PM January 24, 2019, either by submitting the Proposal electronically through the Cooperative's designated website or by hard copy submission as set out below. Late proposals will not be accepted. Electronic Proposal Submission: The Cooperative is now accepting electronic proposal submission and is requesting that Vendors submit proposals electronically via the following website: buyboard.com/vendor There is no cost to the Vendor to register or use the electronic proposal submission option. Page 1 of 71 COMM/SVCS/CONST.V.01.12.2018 0 0 I V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com • In order to submit proposals electronically, you must have a working registered vendor username and password to login. If you do not have a registered vendor user name and password, you may obtain one by registering at buyboard.com/vendor. Note to existing BuyBoard vendors; The registered vendor login used for electronic proposal submission is NOT the same as your existing login used to check purchase orders or similar vendor information under awarded contracts. Vendors are highly encouraged to ensure you have a working vendor login well in advance of the submission deadline. • Vendor is responsible for ensuring it has the technical capability to submit its proposal via electronic submission. Browser requirements can be found at https://buyboard.ionwave.net/BrowserCompatibiIily.htmIn • VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURING TIMELY SUBMISSION OF VENDOR'S PROPOSAL. Neither the Cooperative nor its administrator shall be responsible for equipment or software failure, internet or website downtime, corrupt or unreadable data, or other technical issues that may cause delay or non -delivery of a Proposal or inaccessibility of the submitted data. Accordingly, Vendors are highly encouraged to prepare and allow for sufficient time to familiarize itself with the electronic submission requirements and to address any technical or data issues prior to the Proposal due date. How to submit Proposal e/ectron/ca//y • Login using your registered vendor login at buyboard.com/vendor under the "Register/Login/Submit Proposal" link. The page will open to the list of "Available Bids." • Click on the applicable Proposal Invitation number under the "My Invitations" or "Other Bid Opportunities" section to view this Proposal Invitation request. • Review and follow a// instructions on the webpage. • To upload a Proposal, select the "Response Attachments" tab to upload a signed, complete copy of your Proposal in searchable PDFformat, including all required proposal documents (forms, completed specifications, and any other documents required by the Proposal Invitation) and electronic catalogs/pricelists. • Select the "Response Submission" tab to submit the proposal. ■ If an error or multiple errors occur, the system will display the location of the error(s). ■ Go to the problem area and correct the errors. You must go to the specific tab(s) that contain(s) the error(s) to review the error detail and correct the error(s). Your submission will not be accepted until a// errors are corrected, ■ Once all errors are corrected, proceed to the "Response Submission" tab to submit the response. • Electronic Catalogs/Pricelists must be submitted with the Proposal in the format required by these Proposal Instructions or it will not be considered. How to subm/t hard copy Proposal -Paper cop/es will NOTbe accepted While the Cooperative requests electronic submission of Proposals through the designated website, any vendor without the technical capability or wishing to submit a hard copy proposal, rather than utilizing electronic submission, may do so in accordance with the following instructions: • Submit the signed, completed Proposal in a sealed envelope or carton properly marked with the Proposal Invitation number and Proposal submittal date and time and containing all required proposal documents (including forms, completed specifications, and any other documents required by the Proposal Invitation). The Proposal must be submitted in electronic. searchable PDF format on a USB flash drive, CD or DVD. Paper copies will NOT be accepted. • Electronic Catalogs/Pricelists must be submitted with the Proposal in the format required by these Proposal Instructions or it will not be considered. • The hard copy electronic proposals must be delivered via hand delivery or U.S. Mail to the address below so as to be received on or before the Proposal submission deadline: The Local Government Purchasing Cooperative 12007 Research Blvd. Austin, TX 78759 Page 2 of 71 COMM/SVCS/CONST.V.01.12.2018 V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURING TIMELY SUBMISSION OF VENDOR'S PROPOSAL. Neither the Cooperative nor its administrator shall be responsible for proposals delivered late by the United States Postal Service or any other delivery or courier service. Further, neither the Cooperative nor its administrator shall be responsible for proposals delivered in a corrupt or unreadable electronic format. Faxed and/or emai/ed Proposals wi// NOTbe accepted. REQUIREMENTS FOR VENDOR CATALOGS/PRICELISTS Electronic catalogs/pricelists must be submitted in the required format with the Proposal (whether submitted electronically through the designated website or in hard copy format via mail or hand delivery) or the Proposal will not be considered. The following is required of all Vendor catalog(s)/pricelist(s) submitted to the Cooperative: Vendors are required to submit catalogs)/pricelist(s) in searchable PDF electronic format ONLY. No other format will be accepted. Further, no paper catalogs or manufacturer/vendor websites will be accepted. Below is a sample chart, with examples of data for each field, showing the data fields that Vendors MUST include in each submitted pricelist/catalog: BuyBoard Specification Category Part/Item Number Item Description List Price 1 1234 Desk 50.00 2 1235 Chair $20.00 The catalogs/pricelists must include all listed data fields (BuyBoard specification category, part/item number, item description, and list price) or the Proposal will not be considered. Catalogs and pricelists should contain only items that relate to the items requested in the specifications. Vendors are discouraged from including irrelevant or non -responsive information with their Proposal. The Cooperative reserves the right to deem a Proposal non -responsive if the Proposal, including catalogs or pricelists submitted with the Proposal, do not specifically relate to the intent of the Proposal Invitation or contain what the Cooperative deems, in its sole discretion, excessive irrelevant or non -responsive information, including information which makes it burdensome or impractical for the Cooperative to identify responsive products and pricing. INSTRUCTIONS FOR VENDORS PROPOSING MULTIPLE MANUFACTURER PRODUCT LINES: Vendors proposing various manufacturer product lines per line item on the Proposal Specification form must submit the information as follows or t/endor'sproposa/maynotbe considered: ■ Manufacturers shall be listed in alphabetical order ■ Vendor's must list one specific percentage discount for each Manufacturer listed If a vendor's response to the Proposal Specification form states Alpleasesee attachment," all manufacturers listed on the attachment sheet must indicate per manufacturer the line item that correlates to the Proposal Specifications form or Vendor's proposal may not be considered. WITHDRAWAL OR MODIFICATION OF PROPOSALS Proposals may be withdrawn or modified prior to the Proposal Due Date and time, but only in accordance with section B.11 (Withdrawal or Modification of Proposal) of the General Terms and Conditions in this Proposal Invitation. Page 3 of 71 COMM/SVCS/CONST.V.01.12.2018 12007 Research Boulevard Austin, ing Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com PROPOSAL INVITATION NO. 592-19 TABLE OF CONTENTS PROPOSAL NOTICE Page Notice of Proposal Invitation and Instructions to Proposers 1 GENERAL INFORMATION General Information 5 REQUIRED PROPOSAL FORMS Proposer's Agreement and Signature 9 Vendor Contact Information 11 Felony Conviction Disclosure and Debarment Certification 13 Resident/Nonresident and Vendor Employment Certification 14 No Israel Boycott Certification 15 No Excluded Nation or Foreign Terrorist Organization Certification 15 Historically Underutilized Business Certification 16 Construction -Related Goods and Services Affirmation 17 Deviation and Compliance 18 Location/Authorized Seller Listings 19 Manufacturer Dealer Designation 20 Texas Regional Service Designation 21 State Service Designation 23 National Purchasing Cooperative Vendor Award Agreement 25 Federal/State Purchasing Cooperative Experience 27 Governmental References 29 Marketing Strategy 30 Confidential/Proprietary Information 31 Vendor Business Name 33 EDGAR Vendor Certification 34 Proposal Invitation Questionnaire 38 Required Forms Checklist 42 Proposal Specification Form 43 GENERAL TERMS AND CONDITIONS General Terms and Conditions 51 Page 4 of 71 COMM/SVCS/CONST.V.01.12.2018 ILU78oard Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 . buyboard.com GENERAL INFORMATION Proposal Invitation No. 592-19-Parks and Recreation Equipment and Field LlghtlnQ Products *Please make sure that you have either downloaded and/or printed all sections of this Proposal Invitation. 1. Notice of Proposal Invitation and Instructions to Proposers 2. General Information 3. Proposal Invitation Forms and Specifications 4. General Terms and Conditions PROPOSAL SUBMISSION INSTRUCTIONS Proposal responses (including completed and signed Proposal Invitation forms, completed Proposal specifications, and pricelists/catalogs) must be submitted in electronic format in the manner prescribed in the Instructions to Proposers. INTENT AND PURPOSE OF THE CONTRACT The intent of this Proposal Invitation is to establish a contract for the purchase of various types of Parks and Recreation Equipment and Field Lighting Products that may be purchased by Cooperative members. Because individual members require different equipment, supplies, and/or services this Proposal Invitation is a request for: 1. A discount off of catalog or price list for parks and recreation supplies, materials, equipment, and field lighting products; 2. Not -to -exceed hourly labor rate for installation and repair of parks and recreation supplies, materials and equipment; 3. Not -to -exceed rates for installation and repair of field lighting products based on either a not -to -exceed hourly labor rate or coefficient to be applied to unit price book. Purchases can be made by a Cooperative member at any time during the contract term. TERM OF CONTRACT The term of this contract will be from October 1, 2019 through September 30, 2020 with two (2) possible one (1) year renewals. An awarded Vendor has no right to or vested interest in contract renewal. The Cooperative will evaluate the contract award prior to the expiration of the then -current term on the basis of factors that may include the annual amount of business, performance and continued provision of best value to Cooperative members. For purposes of this Proposal Invitation, a Vendor must generate a minimum of $15,000 through the contract during an annual contract term or may not be offered a renewal. A Vendor's failure to generate this minimum amount may also be considered by the Cooperative as part of Vendor's past performance evaluation on future proposal invitations. A renewal must be mutually agreed upon by both parties. VALUE OF CONTRACT The estimated value of this contract is $135,937,510; however, this estimate is based on prior contracts for similar types of products and services and should not be construed to be a guaranty of either minimum or maximum since usage is dependent upon Cooperative members' actual needs and available funding. CONST.V. 01.12.2018 Page 5 of 71 Board Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buvboard.com An awarded Vendor must supply products and services at or below the awarded pricing for the duration of the contract and honor all Purchase Orders prepared by each individual Cooperative member. SERVICE FEE An awarded Vendor under this Proposal Invitation must pay the Cooperative a service fee in the amount of 2% per Purchase Order generated from any contract awarded under this Proposal Invitation, and the service fee is to be included in the awarded pricing. Vendor agrees to pay this service fee and remit the fee to the Cooperative in Austin, Texas, promptly upon payment by the Cooperative member for any Purchase Order(s) and within 30 days of the date of each service fee invoice. Vendor agrees to provide the Cooperative with copies of all Purchase Orders generated from Vendor's contract(s) that Vendor receives directly from Cooperative members, or such other documentation regarding those purchase orders as the Cooperative's administrator may require in its reasonable discretion. Vendor further agrees that the Cooperative shall have the right, upon reasonable written notice, to review its records pertaining to purchases under any awarded contract to verify purchase history and the accuracy of service fees payable by Vendor. HOURS OF WORK (FIELD LIGHTING REPAIR AND INSTALLATION BASED ON COEFFICIENT TO BE APPLIED TO UNIT PRICE BOOK) For installation and repair of Field Lighting products, the proposal specifications allow Vendors to propose either anot-to- exceed hourly labor rate or a coefficient to be applied to the RSMeans unit price book. To the extent a Vendor proposes based on a coefficient to be applied to the unit price book, Vendor must submit a coefficient for both Standard Hours and Non -Standard Hours. Vendors are expected to pursue the contracted tasks during the hours of 7 a.m. to 5 p.m. Monday through Friday ("Standard Hours'. Hours other than Standard Hours shall be considered non-standard hours ("Non - Standard Hours'). Non -Standard Hour rates are permissible only where work during Non -Standard Hours is either specifically requested or approved in writing by the Cooperative member. If a Vendor elects to perform services during Non -Standard Hours, at its own option for Vendor's own convenience when neither requested nor required by the Cooperative member, Vendor must perform such work at Standard Hours rates and satisfy the following requirements: • Vendor submits a request to the Cooperative member in writing at least two working days in advance stating the specific times of the Non -Standard Hours during which the Vendor wishes to perform work; • There is no additional cost to the Cooperative member; • An authorized representative of the Cooperative member approves the request in advance in writing; and • Vendor agrees to any special conditions imposed by the Cooperative member as set forth in the approval document. CONFIDENTIAL INFORMATION Any information submitted by Proposer that Proposer considers to be confidential must be clearly identified as such on the Confidential/Proprietary Information Form. ADDITIONAL INFORMATION An awarded vendor must be approved by the manufacturer to sell, install, and service the brand of equipment submitted. Proposer's responding to this proposal invitation should submit an approval letter from each manufacturer. Manufacturer authorization letters must include the regions in which equipment may be sold. CONST.V. 01.12.2018 Page 6 of 71 I'A'111W Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com AWARD AND EVALUATION This contract will be awarded based on the evaluation and award criteria set out in Section C.2 of the General Terms and Conditions to provide best value to Cooperative members. This Proposal Invitation requires Proposers to provide certain information that the Cooperative does not evaluate and is not included in the award criteria set out in Section C.2. The Cooperative requests the information, however, because it may be relevant to federal, state or local procurement law or other legal requirements that apply to various Cooperative members. The information, which will be made available to Cooperative members with respect to awarded Vendors, includes the following: a) Proposer's status as a minority/woman-owned business enterprise, historically underutilized business, or service -disabled veteran; b) Whether Proposer or its ultimate parent or majority owner has its principal place of business in Texas or employs at least 500 persons in Texas; and c) Whether Proposer is a Texas resident or a non-resident business. TYPE OF CONTRACT This is a sealed proposal" based on discount off catalog or price list and not -to -exceed hourly labor rates. Except as provided in section E.4 of the General Terms and Conditions or otherwise in this Proposal Invitation, Vendor shall hold its awarded pricing firm during the contract term. In the event of price decreases, such price decreases shall be allowed for all products. Catalogs/pricelists, where required by the Proposal specifications, must be submitted with the Proposal or your proposal will be deemed nonresponsive. COMPLIANCE WITH APPLICABLE LAWS By signing this Proposal, the Proposer certifies that Proposer has provided its valid, proper and correct business entity name and information a Proposal, that such entity is operating in good standing with the proper authority from whatever state or local jurisdiction is required, and Proposer has obtained, and will continue to maintain during the entire term of this contract, all permits, approvals, and/or licenses necessary for lawful performance of its obligations under this contract. Proposer further certifies that, if awarded, Proposer will comply with all applicable state, federal, and local laws, rules, and regulations in regards to awarded products and/or services. Individual Cooperative members may in certain circumstances request background checks on an awarded Vendor's employees who will have direct contact with students, or for other reasons, and may require Vendor to pay the cost of obtaining criminal history information. BUYBOARD ADVISORY REGARDING CONSTRUCTION -RELATED GOODS AND SERVICES The Cooperative issued the BuyBoard Procurement and Construction -Related Goods and Services Advisory for Texas Members, which provides information specifically relevant to the procurement of construction -related goods and services by Texas Cooperative members. The advisory is available at https://www.buyboard.com/Vendor/Resources.aspx. An awarded Vendor that sells construction -related goods or services to a Cooperative member under a Contract awarded pursuant to this Proposal Invitation must provide the Cooperative member with a copy of the Advisory before executing a Member Construction Contract (as defined in the general terms and conditions associated with this Proposal Invitation), or accepting the Cooperative member's purchase order for construction -related goods or services, whichever comes first. By signing and submitting the Construction Related Goods and Services Affirmation form in the Proposal Invitation forms, Proposer agrees that, if awarded a contract, Proposer will comply with this and other Advisory requirements in connection with the sale of construction -related goods or services to Cooperative members under the Contract award. CONST.V. 01.12.2018 Page 7 of 71 a Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com PROFESSIONAL ENGINEERING AND OTHER PROFESSIONAL SERVICES EXCLUDED The scope of services in this Proposal Invitation and any resulting contract award do not include services that are required to be procured under the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), including without limitation architecture and professional engineering services. DELIVERY RESPONSE Unless otherwise noted in the Proposal (as a deviation) or the Purchase Order, routine delivery response to a Cooperative member shall be within ten (10) business days after receipt of a Purchase Order, and delivery shall be made during the ordering Cooperative member's normal business hours. Any Cooperative member may request emergency delivery. Awarded Vendors shall use their best efforts to comply with rush or emergency requests. However, if the Vendor cannot fulfill the emergency delivery requirements, the Cooperative member may procure the products or services from alternative sources without penalty. ADDITIONAL REQUIREMENTS FOR PURCHASES USING FEDERAL GRANT FUNDS (2 C.F.R. 200 Uniform Guidance / EDGAR): When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR'). All Vendors submitting proposals must complete the EDGAR Vendor Certification Form contained in the Proposal Invitation forms regarding their willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This information will not be used for evaluation purposes but will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract's general terms and conditions, to address the member's specific contractual needs, including contract requirements for a procurement using federal grants or contracts. CONST.V. O1.1Z.2018 Page 8 of 71 LLWBoard Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com PROPOSERrS AGREEMENT AND SIGNATURE Proposal Name: Parks and Recreation Equipment and Field Lighting Products Proposal Number: 592-19 Contract Time Period: October 1, 2019 through September 30, 2020 with two (2) possible one-year renewals. Name of Proposing Company Street Address City, State, Zip Proposal Due Date/Opening Date and Time: January 24, 2019 at 4:00 PM Location of Proposal Opening: Texas Association of School Boards, Inc. BuyBoard Department 12007 Research Blvd. Austin, TX 78759 Anticipated Cooperative Board Meeting Date: July 2019 Signature of Authorized Company Official Printed Name of Authorized Company Official Telephone Number of Authorized Company Official Position or Title of Authorized Company Official Fax Number of Authorized Company OfFcial Federal ID Number Page 9 of 71 Proposal Forms CONST v.06.14.2018 V V Couperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com The proposing company ( you or "your' hereby acknowledges and agrees as follows: 1. You have carefully examined and understand all Cooperative information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Terms and Conditions, attachments/forms, item specifications, and line items (collectively "Requirements'); 2. By your response (Proposal's to this Proposal Invitation, you propose to supply the products or services submitted at the prices quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal; 3. Any and all deviations and exceptions to the Requirements have been noted in your Proposal and no others will be claimed; 4. If the Cooperative accepts any part of your Proposal and awards you a contract, you will furnish all awarded products or services at the prices quoted and in strict compliance with the Requirements (unless specific exceptions are noted in the Proposal and accepted by the Cooperative), including without limitation the Requirements related to: a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similar customers; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy -back contract by another governmental entity or nonprofit entity, in which event you will offer the awarded goods and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your contract; 5. You have clearly identified on the included form any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under a Texas Public Information Act request or similar public information law; 6. The individual signing this Agreement is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a form) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements; 7. You have carefully reviewed your Proposal, and certify that all information provided is true, complete and accurate, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and 8. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, may disqualify you from consideration for a contract award under this Proposal Invitation or result in termination of an award or any other remedy or action provided for in the General Terms and Conditions or by law. Page 10 of 71 Proposal Forms CONST v.06.14.Z018 V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buvboard.com VENDOR CONTACT INFORMATION Company: Vendor Contact Name and Mailing Address for Notices: Company Website: Purchase Orders: All purchase orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to vendors to assist them with retrieving their orders. Please select options below for receipt of purchase orders and provide the requested information: ❑ I will use the Internet to receive purchase orders at the following address. E-mail Address: Internet Contact: Alternate E-mail Address: Alternate Internet Contact: Phone: Phone: ❑ Purchase orders may be received by the Designated Dealers) identified on my company's Dealer Designation form as provided to the Cooperative administrator. I understand that my company shall remain responsible for the Contract and the performance of all Designated Dealers under and in accordance with the Contract. Request for Ouotes ("RFO"): Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs: E-mail Address: Alternate E-mail Address: Invoices: Your company will be billed monthly for the service fee due under a contract awarded under this Proposal Invitation. All invoices are available on the BuyBoard website and a -mail notifications will be sent when they are ready to be retrieved. Please provide the following address, contact and e-mail information for receipt of service fee invoices and related communications: Page 11 of 71 Proposal Forms CONST v.06.14.Z018 V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 FAX: 800-211-5454 • buvboard.com Please choose only one LAI of the following options for receipt of invoices and provide the requested information: ❑ Service fee invoices and related communications should be provided directly to my company at: Mailing address: City: Contact Name: Fax: E-mail Address: Alternative E-mail Address: State: Department: Phone: Zip Code: ❑ In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent**: Mailing address: City: Contact Name: Fax: E-mail Address: Alternative E-mail Address: State: Department: Phone: Zip Code: ❑ In lieu of my company, I request and authorize service fee invoices to be provided to the Designated Dealers) receiving the purchase orders) to which the invoiced service fees relate at the address and contact information designated on my company's Dealer Designation form as provided to the Cooperative administrator.** ** If Vendor authorizes a bi///ng agent or Designated Dealer(s) to rece/ve and process service fee Invoices. in accordance with the Genera/ Terms and Conditions of the Contract, Vendor specifically acknow/edges and agrees that nothing /n that designation shall relieve Vendor of its respons/bi//t/es and obllgat/ons under the Contract /nc/ud/ng, but not //m/ted to, payment of all serv/ce fees under any Contract awarded Vendor. Page 12 of 71 Proposal Forms CONST v.06.14.2018 0 40 / V Li Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com FELONY CONVICTION DISCLOSURE AND DEBARMENT CERTIFICATION FELONY CONVICTION DISCLOSURE Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Section 44.034 further states in Subsection (b): "A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." Please check (,/1 one of the following: ❑ My Company IS a publicly -held Corporation. (Advance notice requirement does not apply to publicly -held corporation.) ❑ My company is not owned or operated by anyone who has been convicted of a felony. ❑ My company is owned/operated by the following individual(s) who has/have been convicted of a felony: Name of Felon(s): Details of Conviction(s): By signature below, I certify that the above information is true, complete and accurate and that I am authorized by my company to make this certification. Signature of Authorized Company Official Company Name Printed Name DEBARMENT CERTIFICATION Neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension," as described in the Federal Register and Rules and Regulations. Neither my company nor an owner or principal of my company is currently listed on the government -wide exclusions in SAM, debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. My company agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from my company if my company or an owner or principal is later listed on the government -wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Signature of Authorized Company Official Company Name Printed Name Page 13 of 71 Proposal Forms CONST v.06.14.2018 LiWBoard Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buvboard.com RESIDENT/ NONRESIDENT CERTIFICATION Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a "resident" proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. A "nonresident" proposer is a person who is not a Texas resident. Please indicate the status of your company as a `resident" proposer or a "nonresident" proposer under these definitions. Please check (�/) one of the following: ❑ I certify that my company is a Resident Proposer. ❑ I certify that my company is a Nonresident Proposer. If your company is a Nonresident Proposer, you must provide the following information for your resident state (the state in which your company's principal place of business is located). Company Name Address City State Zip Code A. Does your resident state require a proposer whose principal place of business is in Texas to under -price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? ❑ Yes ❑ No B. What is the prescribed amount or percentage? $ or % VENDOR EMPLOYMENT CERTIFICATION Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor's ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas. If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas? Please check (,V) one of the following: ❑ Yes ❑ No By signature below, I certify that the information in Sections 1 (Resident/Nonresident Certification) and 2 (Vendor Emp/oyment Certification) above is true, complete and accurate and that I am authorized by my company to make this certification. Signature of Authorized Company Official Company Name Printed Name Page 14 of 71 Proposal Forms CONST v.06.14.2018 Board® Nu Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800 695-2919 •FAX: 800-211-5454 • buyboard.com NO ISRAEL BOYCOTT CERTIFICATION Effective September 1, 2017, a Texas governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. (TEx. Gov'T CODE Ch. 2270) "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. TEx. Gov'T CODE §808.001(1). By signature below, I certify and verify that Vendor does not boycott Israel and will not boycott Israel during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification. Company Name Signature of Authorized Company Official Printed Name NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION Effective September 1, 2017, Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization — specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252,153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) By signature below, I certify and verify that Vendor is not on the Texas Comptroller's list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification. Signature of Authorized Company Official Company Name Printed Name Page 15 of 71 Proposal Forms CONST v.06.14.2018 LiWBoard Cooperative Purchasing 12007 Research Boulevard Austin, Texas 78759-2439 PH: 800-695-2919 FAX: 800-211-5454 buyboard.corn HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION A proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or "MWBE" and all referred to in this form as a "HUB' is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The electronic catalogs will indicate HUB certifications for vendors that properly indicate and document their HUB certification on this form. Please check (�/ all that apply_ ❑ I certify that my company has been certified as a HUB in the following categories: ❑ Minority Owned Business ❑ Women Owned Business ❑ Service -Disabled Veteran Owned Business (veteran defined by 38 U.S.C. §101(2), who has a service -connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 20% or more as determined by the U. S. Department of Veterans Affairs or Department of Defense) Certification Number: Name of Certifying Agency: ❑ My company has NOT been certified as a HUB. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Company Name Printed Name Signature of Authorized Company Official Page 16 of 71 Proposal Forms CONST v.06.14.2018 V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buvboard.com CONSTRUCTIOWKELATED GOODS AND SERVICES AFFIRMATION A contract awarded under this Proposal Invitation covers only the specific goods and services awarded by the BuyBoard. As explained in the BuyBoard Procurement and Construction Related Goods and Services Advisory for Texas Members ("Advisory', Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This BuyBoard contract does not include such services. Architecture or engineering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy. The Advisory, available at buyboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that are potentially relevant to a Cooperative member's procurement of construction or construction -related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. By signature below, the undersigned affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction -related goods or services to a Cooperative member under a BuyBoard contract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before executing a Member Construction Contract with the member or accepting the member's purchase order for construction -related goods or services, whichever comes first. Signature of Authorized Company Official Company Name Printed Name Date Page 17 of 71 Proposal Forms CONST v.06.14.2018 77 A LJ V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com DEVIATION AND COMPLIANCE If your company intends to deviate from the General Terms and Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form or an attachment to this form. The Cooperative will consider any deviations in its contract award decision, and reserves the right to accept or reject a proposal based upon any submitted deviation. In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation if awarded a contract under this Proposal Invitation. A deviation will not be effective unless accepted by the Cooperative. The Cooperative may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding any submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a proposal based upon any submitted deviation. Please check (/) one of the following: ❑ NO; Deviations ❑ YeS; Deviations List and fully explain any deviations you are submitting: PLEASE PROVIDE THE FOLLOWING INFORMATION: 1. Shipping Via: ❑Common Carrier ❑Company Truck ❑Prepaid and Add to Invoice ❑Other: 2. Payment Terms: ❑Net 30 days ❑ 1% in 10/Net 30 days ❑Other: 3. Number of Days for Delivery: ARO 4. Vendor Reference/Quote Number: 5. State your return policy: 6. Are electronic payments acceptable? ❑Yes ❑ No 7. Are credit card payments acceptable? ❑Yes ❑ No Company Name Signature of Authorized Company Official Printed Name Page 18 of 71 Proposal Forms CONST v.06.14.Z018 V V Cuuperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 • buvboard.com LOCATIONLAUTHORIZED SELLER LISTINGS If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. Company Name Address City Phone Number Contact Person Company Name Address City Phone Number Contact Person State State Zip Fax Number Zip Fax Number Page 19 of 71 Proposal Forms CONST v.06.14.2018 L Al AP Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com MANUFACTURER DEALER DESIGNATION If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers 'Designated Dealers' to receive Cooperative member Purchase Orders on Vendor's behalf, you must complete this form for each dealer you wish to designate. Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor's convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor's Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor's Contract for nonpayment of service fees. If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing. The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated Dealer to cease accepting Purchase Orders or otherwise acting on Vendor's behalf under the Contract. Further, the Cooperative's administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion. If you wish to designate a dealer to service a contract awarded under this Proposal Invitation, please list the Designated Dealer below and have this form signed by an official of your company authorized to make such designation. If you wish to designate multiple dealers, please duplicate this form as necessary. Designated Dealer Name Designated Dealer Address City Phone Number Email address Designated Dealer Contact Person Your Company Name State Zip Fax Number Designated Dealer Tax ID Number* (*attach W-9) Signature of Authorized Company Official Page 20 of 71 Proposal Forms CONST v.06.14.2018 V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com TEXAS REGIONAL SERVICE DESIGNATION The Cooperative (referred to as "Texas Cooperative" in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. If you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service on this form. Ifyou propose to serve different regions for different products or services included in your proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies in the space provided at the end of this form. By designating a region or regions, you are certifying that you are authorized and willing to provide the proposed products and services in those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on this form. Regional Education Service Centers ❑ Company Name I will service Texas Cooperative members statewide. ❑ I will not service Texas Cooperative members statewide. I will only service members in the regions checked below. Reaion Headquarters ❑ 1 Edinburg ❑ 2 Corpus Christi ❑ 3 Victoria ❑ 4 Houston ❑ 5 Beaumont ❑ 6 Huntsville ❑ 7 Kilgore ❑ 8 Mount Pleasant ❑ 9 Wichita Falls ❑ 10 Richardson ❑ 11 Fort Worth ❑ 12 Waco ❑ 13 Austin ❑ 14 Abilene ❑ 15 San Angelo ❑ 16 Amarillo ❑ 17 Lubbock ❑ 18 Midland ❑ 19 ElPaso ❑ 20 San Antonio Signature of Authorized Company Official ❑ I will not service members Printed Name of the Texas Cooperative. Page 21 of 71 Proposal Forms CONST v.06.14.2018 t44USaard Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com If this Texas Regional Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: Page 22 of 71 Proposal Forms CONST v.06.14.2018 49F Board® ooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 'FAX: 800-211-5454 ' buvboard.com STATE SERVICE DESIGNATION The Cooperative offers vendors the opportunity to service other governmental enes in the United States, including intergovernmental purchasing cooperatives such as the National Purchasing Cooperative BuyBoard. You must complete this form if you plan to service the entire United States, or will service only the specific states indicated. (Note: If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) If you serve different states for different products or services included in your proposal, you must comp/ete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies in the space provided at the end of this form. By designating a state or states, you are certifying that you are authorized and willing to provide the proposed products and services in those states. Designating states /n which you are either unable or unwilling to provide the spec/fled products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Please check (�/) all that apply: ❑ I will service all states in the United States. ❑ I will not service all states in the United States. I will service only the states checked below: ❑ Alabama ❑ Alaska ❑Nebraska ❑ Arizona ❑ Nevada ❑ Arkansas ❑ New Hampshire ❑ California (Public Contract Code 20118 & 20652) ❑ New Jersey ❑ Colorado ❑ New Mexico ❑ Connecticut ❑ New York ❑ Delaware ❑ North Carolina ❑ District of Columbia ❑ North Dakota ❑ Florida ❑ Ohio ❑ Georgia ❑ Oklahoma ❑ Hawaii ❑ Oregon ❑ Idaho ❑ Pennsylvania ❑ Illinois ❑ Rhode Island ❑ Indiana ❑ South Carolina ❑ Iowa ❑ South Dakota ❑ Kansas ❑ Tennessee ❑ Kentucky ❑ Texas ❑ Louisiana ❑ Utah ❑ Maine ❑ Vermont ❑ Maryland ❑ Virginia ❑ Massachusetts ❑ Washington ❑ Michigan ❑ West Virginia ❑ Minnesota ❑ Wisconsin ❑ Mississippi ❑ Wyoming ❑ Missouri ❑ Montana Page 23 of 71 Proposal Forms CONST v.06.14.2018 Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buvboard.com This form will be used to ensure that you can service other governmental entities throughout the United States as indicated. Your signature below confirms that you understand your service commitments during the term of a contract awarded under this proposal. Signature of Authorized Company Official Company Name Printed Name If this State Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: Page 24 of 71 Proposal Forms CONST v.06.14.2018 12007 Research Boulevard ' Austin, _ ing Texas 78759-2439 • PH: 800-695-2919 ' FAX 800-211-5454 ' buyboard.com NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT In accordance with the Terms and Conons associated with this Proposal Invitation, a contract awarded under this Proposal Invitation may be "piggy -backed" by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members throughout the United States. If you agree to be considered for a piggy -back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states you have indicated on the State Service Designation form, in your Proposal. By signing this form, Proposer (referred to in this Agreement as "Vendor") agrees as follows: 1. Vendor acknowledges that if The Local Government Purchasing Cooperative ("Texas Cooperative's awards Vendor a contract under this Proposal Invitation ("Underlying Award', the National Purchasing Cooperative ("National Cooperative") may - but is not required to - "piggy -back" on or re -award all or a portion of that Underlying Award ("Piggy -Back Award"). By signing this National Cooperative Vendor Award Agreement ("Agreement', Vendor accepts and agrees to be bound by any such Piggy -Back Award as provided for herein. 2. In the event National Cooperative awards Vendor a Piggy -Back Award, the National Cooperative Administrator ("BuyBoard Administrator's will notify Vendor in writing of such Piggy -Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy -Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing. 3. Vendor agrees that it shall offer its goods and services to National Cooperative members at the same unit pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award. 4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states designated on the State Service Designation Form must be approved in writing by the BuyBoard Administrator. 5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy -Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor's records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees. 6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict. Proposal Forms CONST v.06.14.2018 Page 25 of 71 Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com 7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria, Virginia. 8. Vendor acknowledges and agrees that the award of a Piggy -Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy - Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy -Back Award as provided for herein. WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement. Name of Vendor Signature of Authorized Company Official Proposal Invitation Number Printed Name of Authorized Company Official Date Proposal Forms CONST v.06.14.2018 Page 26 of 71 V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com FEDERAL AND STATE/ PURCHASING COOPERATIVE EXPERIENCE The Cooperative strives to provide its members with the best services and products at the best prices available from vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions. 1. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $ (The period of the 12 month period is / ). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s). 2. By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances. 3. Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing cooperatives as required. GROUPPURCHASING 1. Federal General Services Administration VENDOR? IF YES, LIST YEARS D•. COMMODITY •. 2. T-PASS (state of Texas) 3. U.S. Communities Purchasing Alliance 4, National IPA/TCPN 5. Houston -Galveston Area Council (HGAC) 6. National Joint Powers Alliance (NJPA) 7. E&I Cooperative 8. The Interlocal Purchasing System (TIPS) 9. Other ❑ MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS. CURRENT BUYBOARD VENDORS If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts. Current Discount (%): Explanation: Proposed Discount Proposal Forms CONST v.06.14.2018 Page 27 of 71 ing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buvboard.com By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Signature of Authorized Company Official Company Name Printed Name Proposal Forms CONST v.06.14.2018 Page 28 of 71 Board® W ooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com GOVERNMENTAL REFERENCES For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, including the existing price/discounts you offer each customer. The Cooperative may determine whether prices/discounts are fair and reasonable by comparing prices/discounts stated in your Proposal with the prices/discounts you offer other governmental customers. Attach additional pages if necessary. Quantity/ Entity Name Contact Phone# Email Address Discount Volume 1 2 3 n 5 Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower prices) than indicated? YES ❑ NO ❑ If YES, please explain: By signature below, I certify that the above is true and correct and that I am authorized by my company to make this certification. Company Name Signature of Authorized Company Official Printed Name Proposal Forms CONST v.06.14.2018 Page 29 of 71 V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com MARKETING STRATEGY For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal. (Exam le: Explain how your company will initially inform Cooperative members of your BuyBoard contract, and how you will continue to support the BuyBoard for the duration of the contract period.) Attach additional pages if necessary. Company Name Signature of Authorized Company Official Printed Name Proposal Forms CONST v.06.14.2018 Page 30 of 71 Board® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 •FAX: 800-211-5454 ' buyboard.com CONFIDENTIAL/PROPRIETARY INFORMATION A. Public Disclosure Laws All Proposals, forms, documentation, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, including catalogs and pricelists, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et seq.) or similar disclosure law. Proposer must clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer fails to properly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure law. Proposer will be notified of any third party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential. Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? Please check (� one of the following: NO, I certify that none of the information included with this Proposal is considered confidential or proprietary. YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is specifically identified on this form. If you responded'YES", you must identify below the specific information you consider confidential or proprietary. List each page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative and its Administrator will not be responsible for a Proposer's failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and its Administrator will disclose information when required by law, even if such information has been identified herein as information the vendor considers confidential or proprietary. Confidential /Proprietary Information: (Attach additional sheets if needed.) Proposal Forms CONST v.06.14.2018 Page 31 of 71 19Board® F ooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com B. CVyy., lht Information Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain copyright information? Please check (j one of the following_ ❑ N�, Proposal (including forms, documentation, or other materials submitted with the Proposal) does not contain copyright information. ❑ YES, Proposal (including forms, documentation, or other materials submitted with the Proposal) does contain copyright information. If you responded YES", identify below the specific documents or pages containing copyright information. Copyright Information: (Attach additional sheets ifneeded.) C. Consent to Release Confidential/Proprietary/Copvright Information to BuyBoard Members BuyBoard members (Cooperative and nonprofit members) seeking to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you identified information on this form as confidential, proprietary, or subject to copyright, and you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such information to BuyBoard members, including posting of such information on the secure BuyBoard website for members. Note: Neither the Cooperative nor its Administrator will be responsible for the use or distribution of information by BuyBoard members or any other party. D. Consent to Release Proposal Tabulation Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publically release, including posting on the public BuyBoard website, a copy of the proposal tabulation for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non -award information. By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. Company Name Signature of Authorized Company Official Printed Name Date Proposal Forms CONST v.06.14.2018 Page 32 of 71 Board® V ooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com VENDOR BUSINESS NAME youubmitting a Proposal, Proposer is seeking to enter into a legal contract with the Cooperative. As such, a Proposer must be an individual or legal business entity capable of entering into a binding contract. Proposers, must completely and accurately provide the information requested below or your Proposal may be deemed non -responsive. Name of Proposing Company: (List the legal name of the company seeking to contract with the Cooperative. Do NOT list an assumed name, dba, aka, etc. here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entities, even if affiliated entities, which propose to provide goods or services separately must submit their own Proposals.) Please check (� one of the following; Tylpe of Business: Individual/Sole Proprietor Corporation Limited Liability Company Partnership Other State of Incorporation (if applicable): If other, identify Federal Employer Identification Number: (Vendor must include a completed IRS W-9 form with their proposal) List the Names) by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note: rf different than the Name of Proposing Company listed above, only valid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name Certlficate(s), if applicable, must be attached.) Proposal Forms CONST v.06.14.2018 Page 33 of 71 Boardill %J ® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com EDGAK VENDOR CERTIFICATION (2 CFR Part 200 and Appendix II) When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR'). All Vendors submitting proposals must complete this EDGAR Certification Form regarding Vendor's willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This completed form will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract's general terms and conditions, to address the member's specific contractual needs, including contract requirements for a procurement using federal grants or contracts. For each of the items be/ow, Vendor show/d certify Vendor's agreement and abi/Ity to comp/y, where app//cab/e, by having Vendor's authorized representative complete and /n/t/a/ the app//cab/e boxes and sign the acknowledgment at the end of this form. If you fail to complete any item in this form, the Cooperative will consider and may list the Vendor's response on the BuyBoard as 'WO, ff the Vendor /s unable or unw/ll/ng to comply, A 'ENO" response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds. 1. Vendor Violation or Breach of Contract Terms: Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions, as well as any additional terms and conditions in any Purchase Order, Cooperative member ancillary contract, or Member Construction Contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms. 2. Termination for Cause or Convenience: For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the following term and condition shall apply: The Cooperative member may terminate or cancel any purchase order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendors return policy. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s). If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basis for settlement, is included in the Cooperative member's purchase order, ancillary agreement, or Member Construction Contract agreed to by the Vendor, the Cooperative member's provision shall control. Proposal Forms CONST v.06.14.2018 Page 34 of 71 WHoard Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 a PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com 3. Equal Employment Opportunity: Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 604.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. 4. Davis -Bacon Act: When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis -Bacon Act (40 USC 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction'). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of Labor are available at wdol.gov. Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor's acceptance of the wage determination. Vendor further agrees that it shall also comply with the Copeland "Anti -Kickback" Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States'. The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. 5. Contract Work Hours and Safety Standards Act: Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 USC 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 6. Right to Inventions Made Under a Contract or Agreement: If the Cooperative member's Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor agrees to comply with the above requirements when applicable. Proposal Forms CONST v.06.14.2018 Page 35 of 71 V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com 7. Clean Air Act and Federal Water Pollution Control Act: Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended — Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401- 7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act. 8. Debarment and Suspension: Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that Vendor is not currently listed on the government -wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government -wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. 9. Byrd Anti -Lobbying Amendment: Byrd Anti -Lobbying Amendment (31 USC 1352) -- Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non - Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 USC 1352). 10. Procurement of Recovered Materials: For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications as a Cooperative member may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA quidelines. 11. Profit as a Separate Element of Price: For purchases using federal funds in excess of $150,000, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the Cooperative member shall not exceed the awarded pricing, including any applicable discount, under Vendor's Cooperative Contract. Proposal Forms CONST v.06.14.2018 Page 36 of 71 Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com An General Compliance and Cooperation with Cooperative Members: In addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements. Vendor Certification Item No. Vendor Certification: Initial YES, I agree or NO, I do NOT agree 1, Vendor Violation or Breach of Contract Terms 2. Termination for Cause or Convenience 3. Equal Employment Opportunity 4. Davis -Bacon Act 5, Contract Work Hours and Safety Standards Act 6. Right to Inventions Made Under a Contract or Agreement 7. Clean Air Act and Federal Water Pollution Control Act 8. Debarment and Suspension 9. Byrd Anti -Lobbying Amendment 10. Procurement of Recovered Materials 11. Profit as a Separate Element of Price 12, General Compliance and Cooperation with Cooperative Members By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. Company Name Signature of Authorized Company Official Printed Name Proposal Forms CONST v.06.14.2018 Page 37 of 71 Board® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com PROPOSAL INVITATION QUESTIONNAIRE The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services ("Work' under the BuyBoard contract contemplated by this Proposal Invitation ("Contract'). Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire, sign where indicated below, and submit the signed questionnaire and your responses to all questions in one document with your Proposal. You must submit the signed questionnaire and responses with your Proposal or the Proposal will not be considered. 1. List the number of years Proposer has been in business and former business names (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity. 2. Describe Proposer's direct experience (not as a subcontractor) performing the work proposed under this contract. Include a brief description of the projects you have completed for Texas governmental entities in the last 5 years, and include for each the project name, scope, value, and date, and the name of the procuring government entity and entity contact person. Identify the contracts that best represent Proposer's capabilities relative to this contract. 3. Describe the resources Proposer has to manage staff and successfully perform the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract. Proposal Forms CONST v.06.14.2018 Page 38 of 71 V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com 4. The Contract does not include architectural or engineering services, which must be procured separately, outside of the Cooperative, in accordance with Chapter 2254 of the Texas Government Code (Professional Services Procurement Act). If you are performing work under the contract on a project that requires the services of an architect or professional engineer, how will you work with a Cooperative member and its designated architect or engineer with respect to services that must be procured outside the contract? 5. Describe the tasks and functions that can be completed by Proposer in-house without the use of a subcontractor or other third party. 6. Describe Proposer's financial capability to perform the Contract. State or describe the firm's financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm's past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm. 7. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? If so, provide detailed information on the nature of such items and prospects for resolution. Proposal Forms CONST v.06.14.2018 Page 39 of 71 A9Board® V ooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 ' buyboard.com 8. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. Include any contract for which the surety was notified of a potential claim in regards to a payment or performance bond. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, notice to surety, failure to complete or deliver the work, or termination. 9. List all litigation or other legal proceedings (including arbitration proceedings and/or claims filed with a surety in regards to a payment or performance bond), if any, in the last 10 years brought against your firm, or any of the firm's past or present owners, principal shareholders or stockholders, officers, agents or employees, that relates to or arises from a contract similar to this Contract or the work contemplated under this Contract. Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), if applicable, nature of the claim, and resolution or current status. 10. Describe in detail the quality control system Proposer will use, including third party auditing certification, to support the long-term performance and structural strength of the products to be used in a project under the Contract. 11. If the work will require Proposer to tender performance or payment bonds, provide the name of the bonding company or surety that will issue such bonds. Proposal Forms CONST v.06.14.2018 Page 40 of 71 V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com 12. Describe in detail all documented safety issues, if any, that have involved Proposer in the last three (3) years related to the type of work contemplated under this contract. Provide a 3-year history of your firm's workers compensation experience modifier. By signature below, I certify that the information contained in and/or attached to this Proposal Invitation Questionnaire in response to the above questions is true and correct and that I am authorized by my company to make this certification. Company Name Signature of Authorized Company Official Proposal Forms CONST v.06.14.2018 Page 41 of 71 Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 * PH: 800-695-2919 ' FAX REQUIRED FORMS CI (Please check (./) the following) ❑ Completed: Proposer's Agreement and Signature ❑ Completed: Vendor Contact Information 800-211-5454 ' buyboard.com ❑ Completed: Felony Conviction Disclosure and Debarment Certification ❑ Completed: Resident/Nonresident Certification ❑ Completed: No Israel Boycott Certification ❑ Completed: No Excluded Nation or Foreign Terrorist Organization Certification ❑ Completed: Historically Underutilized Business (HUB) Certification) ❑ Completed: Construction Related Goods and Services Affirmation ❑ Completed: Deviation/Compliance ❑ Completed: Location/Authorized Seller Listings ❑ Completed: Manufacturer Dealer Designation ❑ Completed: Texas Regional Service Designation ❑ Completed: State Service Designation ❑ Completed: National Purchasing Cooperative Vendor Award Agreement ❑ Completed: Federal and State/Purchasing Cooperative Experience ❑ Completed: Governmental References ❑ Completed: Marketing Strategy ❑ Completed: Confidential/Proprietary Information ❑ Completed: Vendor Business Name with IRS Form W-9 ❑ Completed: EDGAR Vendor Certification ❑ Completed: Proposal Invitation Questionnaire ❑ Completed: Required Forms Checklist ❑ Completed: Proposal Specification Form with Catalogs/Pricelists and Manufacturer Authorization Letters *Catalogs/Pricelists must be submitted with proposal response or response will notbe considered. 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M M M O Z 0 a U LL V a J a 0 a 0 0 a his a O e 8 0 a 4mJ mc m J 'AOVAA'' W Q) un 'C o U N � O c E .3 CL •� o C Wa O o 0 o O O c .0 L. .tj Lam, a) (C o a= Ci E N 'a, C% U Ln L �/ a O o Z4T c� O U F� iC O a 0 a °c °mac �� Nl O�radO ' O J cmm O3F �O z�QHW+ lau '. J•�vauvu�r_ao JaRO�. .��•aO�C/i' d=}QaGk.MOf(y0i��•lI++ ='�pLO�LcQO0//a d�OaraLafla) ' 'fo,C0A7 �'c$�LOLLn 'i c31 �)i O 'C r _Z ccnc J11�+V'2a0VacO� -'+a�LO1'UOa3y r Mdw0 7TA, V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com GENERAL TERMS AND CONDITIONS A. General Provisions 1. Statement of Inclusion/Applicability These General Terms and Conditions ("Terms and Conditions' apply to this Proposal Invitation and the proposing company's response to this Proposal Invitation, and are an integral part of any contract which is awarded by the Cooperative under this Proposal Invitation and any related Cooperative member Purchase Order or construction contract as described in these Terms and Conditions. 2. Organization and Section Titles The provisions of these Terms and Conditions are generally organized according to the stages of the procurement process: proposal, evaluation, award and performance. This organization of and the section titles used in these Terms and Conditions are for convenience and reference only, and in no way define, describe, extend, or limit the scope or intent of the provisions of any section of this document. Unless otherwise stated, any listing of factors or criteria in these Terms and Conditions does not constitute an order of preference or importance. 3. Definitions As used in this Proposal Invitation and associated documentation, the following terms have the meanings set out below unless the context requires otherwise, regardless of whether initial capitalization is consistently used. Words used in the singular include the plural, and words used in the plural include the singular. To the extent terms are defined or used differently in different Proposal Invitation documents, substance prevails over form: "BuyBoard®" means the Internet -based electronic commerce technology provided by the Cooperative's administrator, the Texas Association of School Boards, Inc. (TASB), to enable Cooperative members to purchase awarded goods and services electronically. AAA ministrator" means the Director of Cooperative Procurement identified in this Proposal Invitation (or his/her successor). "Contract" or "BuyBoard Contract" means the contract between the Cooperative and the successful Proposer (Vendor), which gives Vendor the opportunity to serve Cooperative members based on the Cooperative's acceptance of all or part of the Proposer's Proposal, and is comprised collectively of the following: a) This Proposal Invitation; b) Proposer's Proposal; c) Notice of Award issued to Proposer by the Cooperative; d) Member Purchase Order; and e) Member Construction Contract. "Cooperative" means, collectively, The Local Government Purchasing Cooperative (which may also be referred to as "Texas Cooperative" herein) and its administrator, TASB, unless a distinction is made otherwise. "Cooperative member" or "member" means a local governmental entity (e.g., school district, city or county) or other governmental entity that is a member of the Cooperative and is eligible to purchase through a governmental purchasing cooperative or interlocal contract. Although not eligible to be a member of the Cooperative, "Cooperative member" as used in these Terms and Conditions may include the Cooperative administrator's non-profit entity subscribers when used in relation to a purchase from a non-profit subscriber. "Goods" or "Products" (which terms are used interchangeably) means the goods, products, equipment or other commodities that are the subject of this Proposal Invitation. Page 51 of 71 coNsr.v.oz.oi.zoi8 V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 ' buyboard.com "Member Construction Contract" means any and all additional written terms, conditions, or instructions, related to construction or construction -related goods or services procured under a Contract awarded pursuant to this Proposal Invitation, which are required by a Cooperative member and accepted by a Vendor. Depending upon the nature of the goods or services and the Cooperative member project for which they are procured, these requirements may include, but are not limited to: 1) Conditions and specifications required by the Cooperative member; 2) Drawings or project plans produced by the Cooperative member; and 3) Change orders or change directives. "Proposal Invitation" means this Proposal Invitation and all associated documentation, including without limitation, these Terms and Conditions and any amendments hereto, additional terms and conditions specific to this Proposal Invitation, instructions, exhibits or attachments, forms, agreements, certifications, item specifications, addenda, and supplements and/or clarifications. "Proposal" means Proposer's complete and correct response to this Proposal Invitation, including all information, forms, agreements, certifications and other documentation required by this Proposal Invitation, properly signed by Proposer's duly authorized representative. "Proposal Due Date" means the date and time specified in the Proposal Invitation, or any addenda thereto, by which Vendors are required to submit Proposals for this Proposal Invitation. "Proposer" or "Vendor" means the company or firm that submits a Proposal or, depending on the context, the proposing company to which the Cooperative awards a contract under this Proposal Invitation. (For purposes of the forms associated with this Proposal Invitation, "you", "your", "I" or "my" refer to Proposer or Vendor, as applicable.) "Purchase Order" means a Cooperative member's fiscal form or other instrument, including a record of an online order placed through a Vendor website or record of a purchasing card (P-card) purchase, which is used in making a purchase from Vendor under a BuyBoard contract. 4. Construction and Construction -Related Goods or Services This Proposal Invitation may include construction or construction -related goods or services, such as the installation of equipment, limited site preparation work, or alterations to existing buildings or facilities, which collectively are referred to in these Terms and Conditions as "construction -related services.: It is not the intent of the Cooperative for these Terms and Conditions to represent and reflect the complete agreement between a Cooperative member and a Vendor with respect to a specific procurement for construction -related services under a BuyBoard Contract awarded pursuant to this Proposal Invitation. A Cooperative member procuring construction -related services under a BuyBoard Contract will likely negotiate and require Vendor to enter into a Member Construction Contract with additional terms that are specific to the Cooperative member's procurement or project. For example, a Cooperative member's architect and/or engineer (selected outside of a BuyBoard Contract) may prepare plans and technical specifications for tasks included in the construction -related services. Additionally, a Cooperative member may require compliance with legal requirements applicable to construction -related services, including certain bonding requirements and prevailing wage requirements. The Member Construction Contract terms as agreed to by the Cooperative member and Vendor become a part of the BuyBoard Contract awarded under this Proposal Invitation, subject to the limitations of Section DA (Notice of Award and Related Matters). Page 52 of 71 coNsr.v.oz.oi.zoi8 Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com Note: As specified in section B.10 (Certain Professional Services Excluded) of these Terms and Conditions, a Contract awarded under this Proposal Invitation does not include architecture, engineering or other services that must be procured in accordance with the Texas Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), and therefore a Member Construction Contract entered into with a Vendor pursuant to the BuyBoard Contract may not include such services. To the extent that an awarded good or service includes a construction component that requires architecture or engineering services, a Cooperative member must procure such services outside the BuyBoard Contract through a separate procurement process. B. Proposal Requirements 1. Specifications Unless otherwise specified, the specifications are intended to be non-proprietary, and should be construed as such. Catalog numbers, brand names, or manufacturer product or reference numbers used in the item specifications in this Proposal Invitation are intended to be descriptive, not restrictive. These references, as well as "approved brands and/or models" listed, are intended to identify and indicate the type of product being sought and establish the level of quality desired. If any conflict exists in the item specifications between the product descriptions and any brand names or model or reference numbers used, the product descriptions will override the brand names or model number references. In some cases, however, the Cooperative may find it advantageous in order to provide best value to Cooperative members to standardize equipment and/or supplies by manufacturer in order to achieve efficiencies in procurement, repair, and operation, to match existing stock, or to satisfy other requirements. In these limited cases, preference will be given to the specific products identified as "approved brands and/or models," especially if all other evaluation factors are deemed to be equal. For this reason, where specific brands or models are identified, Proposer is encouraged to propose the exact item specified, in addition to an alternate brand or model with equal/equivalent functionality or features where appropriate or necessary. In all cases, Proposals must identify the manufacturer, brand, model, etc., of the item being offered. For Proposals on "equal/equivalent" items other than the specified "approved brand and/or model," Proposer must supply a complete description and sufficient data for the Cooperative to properly analyze the product being proposed, including its functionality and features. In order to conduct such analysis, the Cooperative may request samples for items other than "approved brands and/or models." If the specification identifies a specific brand or model for any item and Proposer fails to identify the manufacturer, brand, model, etc., for that item, the Cooperative will assume Proposer is proposing on the exact brand and model identified in the specification, and if awarded a contract, Vendor must furnish the exact brand name, model, etc., as specified. Substitutions will not be allowed after the contract is awarded, except as provided for in section E.8 (Substitutions) of these Terms and Conditions. The apparent silence of the specifications as to any detail, or the apparent omission from any specification of a detailed description concerning any point, will be interpreted to mean that only the best commercial practices will prevail, and the specification will be construed accordingly. NOTE: Unless a different time period is stated in the General Information document of this Proposal Invitation, if Proposer discovers or suspects an error in any item specification in this Proposal Invitation, including that the specification is proprietary where not intended, Proposer must notify the BuyBoard Administrator of the error in writing immediately, but in no event later than the tenth (loth) business day before the Proposal Due Date. 2. Pricing A "Line Item" Proposal must be for a specific price for the unit of measure specified for that item. Proposer is responsible for clearly noting any differences in proposed packaging and/or units of measure as a deviation in accordance with section B.4 (Deviations from Item Specifications or General Terms and Conditions) of these Terms Page 53 of 71 coNsr.v.o2.oi.zoi8 4 r (W WHoard Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com and Conons. If this Proposal Invitation requires scount from catalog" pricing, Proposer must quote a single discount percentage to be applied to all items in Proposer's published catalog. Proposer must submit the catalog or published pricelist with the Proposal in electronic format. Catalogs and pricelists should contain only items that relate to the items requested in the specifications. Vendors are discouraged from including irrelevant or non -responsive information with their Proposal. The Cooperative reserves the right to deem a Proposal non -responsive if the catalogs or pricelists submitted do not specifically relate to the intent of the Proposal Invitation or contain what the Cooperative deems, in its sole discretion, excessive irrelevant or non -responsive information, including information which makes it burdensome or impractical for the Cooperative to identify responsive products and pricing. Proposer's pricing must be "equal to or better" than pricing Proposer offers other similar customers. Pricing that is not considered equal or better could result in the Proposal being determined non-competitive and not considered for award. Unless specified otherwise in this Proposal Invitation: a) A "cost plus" Proposal will not be accepted; b) Proposer will not include freight, transportation and delivery charges or costs or sales tax in Proposal pricing (freight, transportation and delivery charges are to be pre -paid by the awarded Vendor and, subject to section E.5 (Packaging, Transportation, and Delivery) of these Terms and Conditions, included as a separate item on the invoice to the ordering Cooperative member); c) Proposal pricing must include the service fee due pursuant to section E.12 (Service Fee) of these Terms and Conditions; and d) Proposal pricing must be firm for acceptance and the Cooperative's period for acceptance will be at least 120 calendar days from the Proposal Due Date. Proposal pricing must not include the cost of engineering, architectural or other services that are required to be separately obtained by a Cooperative member under the Texas Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) or other applicable law. 3. Quality Unless otherwise indicated in this Proposal Invitation, proposed products must be new and in first class condition, and must be warranted in the same manner and to the same extent as normally provided to other customers of Proposer. Additionally, proposed products must conform to the highest standards of manufacturing practice, including containers suitable for shipment and storage. Unless otherwise specified, "factory seconds," "refurbished", or otherwise inferior items are not acceptable. 4. Deviations from Item Specifications or General Terms and Conditions Proposer must clearly note and explain in detail any and all limitations, exceptions, qualifications, special conditions, or other deviations (collectively "deviations' from these Terms and Conditions or any of the item specifications in the Proposal at the time the Proposal is submitted. The submission of any such deviation may place Proposer at a competitive disadvantage or otherwise prevent the Cooperative from considering the Proposal on the affected item(s). The Cooperative may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding any submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a proposal based upon any submitted deviation. Other than any deviation submitted in writing with the Proposal and accepted by the Cooperative, the Cooperative will hold Proposer accountable to the Cooperative and Cooperative members to perform in strict accordance with these Terms and Conditions and the item specifications as written. Page 54 of 71 coNsr.v.oz.oi.zoi8 V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com 5. Addenda Any interpretation, correction or change to this Proposal Invitation will be made by addendum, and updated information contained in an addendum will prevail over the information contained in the original Proposal Invitation or a previous addendum. The Cooperative is the sole authority for the issuance of any addendum, and any communication related to this Proposal Invitation that is not from the Cooperative is invalid. Although the Cooperative may provide electronic notification when an addendum has been issued and the changes will be flagged, it is Proposer's responsibility to monitor the BuyBoard vendor website for possible addenda and incorporate any posted addendum into the Proposal. Proposer must acknowledge each addendum in accordance with the instructions accompanying the addendum. 6. Samples The Cooperative may request a product sample. Proposer must furnish the requested sample at no cost to the Cooperative, and, unless otherwise specified, the Cooperative must receive the sample within 72 hours of the request. The submitted sample must be labeled with the Proposal Invitation name and number, item number, product identification number, and Proposer's name. Proposer's failure to submit a sample when requested will result in the product in question not being considered for award to Proposer. The Cooperative will retain samples for a sufficient length of time for proper evaluation. If not destroyed or consumed during examination or testing, the Cooperative will return samples to Proposer at Proposer's expense, provided that Proposer has included a written return request with the submitted samples. Notwithstanding the foregoing, the Cooperative may permanently retain samples submitted by awarded Proposers for the purpose of determining that the quality and workmanship of awarded products delivered to Cooperative members is comparable to the samples. The Cooperative is not liable for samples that are damaged, destroyed or consumed during examination or testing. 7. Proposal on All or Certain Items Unless otherwise specified, Proposer may propose on any or all items. Proposer should answer all questions related to each item on which Proposer wishes to propose, and either leave the questions for other items unanswered (blank) or indicate "No Bid." The Cooperative will consider items individually and make awards on each item independently, except for "related" items for which "compatibility" will be an element of consideration. In such cases, small groups of items will be considered as a unit. Vendor's Proposal shall specify the regions and/or states that Vendor proposes to serve by completing the appropriate Proposal forms. Vendor shall specify only those regions or states for which Vendor is authorized either under applicable law and/or by the manufacturer to sell the proposed products. If Vendor proposes multiple products, and the regions or states which the Vendor is able to serve and proposes to serve differ by product, Vendor must specify the specific regions or states by product in its Proposal. A Vendor may not select a region or state in its Proposal where Vendor is unable or unauthorized to sell a proposed product. If it is determined that a Vendor is unable, unauthorized, or refuses to provide any awarded product(s) or service(s) in a region or state specified in Vendor's Proposal, such inability, lack of authorization, or refusal will be an event of default and grounds for termination of the Contract. 8. "All or Nothing" Awards Unless otherwise indicated in this Proposal Invitation, "all or nothing" Proposals are not acceptable and will be rejected. Proposer must be willing to accept a partial award for any combination of the items or services proposed, and must be willing to share the business with any other successful Proposers. 9. Confidential Information Proposer must clearly identify information in the Proposal that Proposer considers proprietary or confidential by completing the Confidential/Proprietary Information form. The Cooperative will treat Page 55 of 71 corvsr.v.oz.oi.2ois QV MBoard Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com such information as confidential to the extent allowable under the Texas Public Information Act (Chapter 552 of the Texas Government Code) or similar disclosure law. If Proposer fails to properly identify the information, the Cooperative shall have no obligation to seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure laws. The Cooperative and its Administrator will not be responsible for Proposer's failure to clearly identify information Proposer considers confidential or proprietary. Proposer will be notified of any third party request for information that Proposer has identified in the Confidential/Proprietary Information form as proprietary or confidential. 10. Certain Professional Services Excluded Neither this Proposal Invitation nor any contract includes services that are required to be procured under the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), including without limitation architecture and professional engineering services. 11. Withdrawal or Modification of Proposal Proposer may withdraw or modify a submitted Proposal prior to the Proposal Due Date and time specified in this Proposal Invitation. A Proposal may be withdrawn only in strict accordance with this section. Electronic Proposals Submissions: A Proposal submitted electronically through a website designated by the Cooperative in the Proposal Invitation for submission of electronic proposals may be withdrawn or modified prior to the Proposal Due Date and time through the same electronic proposal submission website. Vendor's login to the electronic proposal submission website shall be used to verify Proposer's identity. Vendor shall be solely responsible for ensuring only authorized use of its login, following all website instructions, and ensuring that the Proposal is properly withdrawn or modified prior to the Proposal Due Date and time. Hard Copy Submissions: If a Vendor submitted their Proposal in hard copy electronic format via mail or in person, rather than electronic submission through the designated website, Proposer must submit a written request to the Cooperative to withdraw the Proposal. The request to withdraw must be signed by an individual authorized to enter into contracts on Proposer's behalf and indicate the individual's title. If the BuyBoard Administrator has any question or doubt regarding Proposer's identity or the identity of its Proposal, withdrawal will not be allowed. If the Cooperative decides to allow the withdrawal, Proposer's duly authorized representative will be required to complete and sign a written receipt satisfactory to the BuyBoard Administrator before the proposal will be released. The decision of the BuyBoard Administrator relating to matters concerning withdrawal of a Proposal is final. Proposer may resubmit the withdrawn Proposal, or submit a new Proposal, up until the Proposal Due Date and time, provided any new submission meets the requirements of this Proposal Invitation. If Proposer resubmits a Proposal that was withdrawn and makes any change to any document in the proposal package, the change must be made in accordance with the Cooperative's instructions for Proposal submissions, and Proposer will be deemed to have authorized such change. Proposals that are in the Cooperative's possession (including Proposals submitted through an electronic proposal submission website designated by the Cooperative in the Proposal Invitation instructions) at the Proposal Due Date time shall be deemed final, conclusive, and irrevocable; and no Proposal will be subject to withdrawal, amendment, or correction by a Proposer after the Proposal Due Date and time specified in this Proposal Invitation. However, pursuant to section 13.4 (Deviations from Item Specifications or General Terms and Conditions), the Cooperative reserves the right, in its sole discretion, to seek clarification, communicate and resolve issues around deviations that were submitted in a Proposal, consistent with general procurement principles of fair competition. Page 56 of 71 coNST.v.oz.oi.zois Board® kJ W Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com 12a Certifications The Proposer's Agreement and Signature form, which is fundamental to and incorporated into this Proposal Invitation, requires Proposer to certify to certain matters. Pursuant to and in accordance with such Proposer's Agreement and Signature form, and in addition to the matters set forth therein, Proposer certifies to the following with respect to this Proposal Invitation, the Proposal, and any Contract awarded under this Proposal Invitation. (a) Non -Collusion Certification Proposer agrees and certifies to the following, and understands that the penalty for violating this non -collusion certification will be the immediate disqualification of Proposer's Proposal: 1) Neither Proposer nor any business entity represented by Proposer has received compensation for participation in the preparation of the item specifications or these Terms and Conditions related to this Proposal Invitation; 2) The Proposal has been arrived at independently and is submitted without collusion with any other Proposer, with any competitor or potential competitor, or with any other person or entity to obtain any information or gain any special treatment or favoritism that would in any way limit competition or give any Proposer an unfair advantage over any other Proposer with respect to the Proposal; 3) Proposer has not accepted, offered, conferred, or agreed to confer, and will not in the future accept, offer, confer, or agree to confer, any benefit or anything of value to any person or entity related to the Cooperative or any of its members in connection with any information or submission related to the Proposal, any recommendation, decision, vote, or award related to the Proposal, or the exercise of any influence or discretion concerning the sale, delivery, or performance of any product or service related to the Proposal; 4) Neither Proposer, nor any business entity represented by Proposer, nor anyone acting for such business entity, has violated the Federal Antitrust Laws or the antitrust laws of this State with regard to the Proposal, and the Proposal has not been knowingly disclosed, and will not be knowingly disclosed, to any other Proposer, competitor, or potential competitor prior to the opening of Proposals; and 5) No attempt has been or will be made to induce any other person or entity to submit or to not submit a Proposal. (b) Certification Regarding Legal, Ethical, and Other Matters Proposer agrees and certifies to the following: 1) Proposer has, or has the ability to obtain, such financial and other resources, including inventories, as may be required to fulfill all the responsibilities associated with the Proposal; 2) Proposer has a high degree of integrity and business ethics, and a satisfactory record of performance; 3) Proposer is an authorized dealer, distributor, or manufacturer for the products or services offered in the Proposal for each region or state Vendor proposes to serve in the Proposal; 4) Proposer has not been notified by any local, state, or federal agency with competent jurisdiction that its standing in any matters whatsoever would preclude it from submitting its Proposal and Proposer would in no other way whatsoever be disqualified to propose or receive any award or Contract related to this Proposal Invitation, and Proposer will comply with any reasonable request from the Cooperative to supply information sufficient to substantiate the foregoing representations; 5) Proposer has provided its valid, proper and correct business entity name and information in its Proposal, that such entity is operating in good standing with the proper authority from whatever State or local jurisdiction is required, and Proposer has obtained, and will continue to maintain during the entire term of the Contract, all permits, approvals, or licenses necessary for lawful performance of its obligations under this Contract; 6) The prices, prompt payment discount terms, delivery terms, distribution allowances and the quality and/or performance (including warranties) of the product or services offered in the Proposal are and will remain the same or better than those offered Proposer's most favored customer under equivalent circumstances; 7) The Proposal complies with all federal, state, and local laws concerning these types of products or services, and Proposer will continue to comply with any applicable federal, state, and local laws related to Proposer's activities in connection with the Contract; 8) Proposer will comply with any applicable prevailing wage rate requirements under the federal Davis -Bacon or state or local law, including Chapter 2258 of the Texas Government Code; Page 57 of 71 corvsr.v.oz.oi.zoia 7 p 1 '0 TAI V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com 9) Proposer will maintain, at Proposer's expense, any insurance, including without limitation such workers' compensation insurance as may be required by state or local law or policy, necessary to protect the Cooperative and its members from all claims for bodily injury, death, or property damage that might arise from the performance by Proposer or its employees or its agents of any service under the Contract; however, the existence of such insurance does not relieve Proposer of full responsibility and liability for damages, injury, death, or loss as described or as otherwise provided for by law; and 10) Any false statement contained in the Proposal is a material breach of contract which will void the Proposal or any resulting Contract, and subject Proposer to removal from all proposal lists, and possible criminal prosecution. 13. Proposal Signatures Proposer must sign its Proposal in strict accordance with the Cooperative's instructions, including having an officer July authorized by Proposer execute the Proposal. By signing, the signatory warrants that he or she has read and agrees to the terms of the Proposal and is authorized to execute same as a legally binding act of Proposer. A facsimile or imaged signature will be deemed an original. 14. No Reimbursement Proposer understands and acknowledges the Cooperative will not reimburse or pay Proposer for any expenses Proposer incurs in preparing its Proposal or providing additional information required in connection with the Proposal. C. Proposal Evaluation 1. General A Proposal submitted in accordance with this Proposal Invitation will initially be considered for award; however, initial consideration of a Proposal will not constitute an assessment of its meeting the necessary qualifications, and a Proposal may be disqualified at any time during the evaluation process for failure to meet any other terms or conditions contained anywhere else in this Proposal Invitation. 2. Best Value Criteria The Cooperative evaluates Proposals on the basis of best value to Cooperative members. In evaluating Proposals and determining best value for all Cooperative members, the Cooperative will consider the following criteria: Best Value Criteria Maximum Points 1 Price Com etiveness 40 2 Vendor Past Performance 15 3 Vendor Reputation for Goods and Services 15 4 Financial and Technical Resources 10 5 Capability of Servicing Cooperative Members 10 6 Any other relevant factor or requirement listed in this Proposal Invitation 10 TOTAL: 100 The Cooperative's evaluation will include Proposer's responses to the forms and other attachments included or associated with this Proposal Invitation, including but not limited to Proposer's responses to the Proposal Invitation Questionnaire. Only responsive Proposals will be evaluated. Failure to include all required information may result in a Proposal being deemed non -responsive. As a general matter, the Cooperative makes competitive and indefinite quantity awards to Proposers that give the same or better discounts/pricing than they give their best governmental clients. Proposers should provide competitive pricing that is the same or better than the pricing provided their best governmental clients. Each Page 58 of 71 coNsr.v.oz.oi.zoia Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com Proposal is evaluated on its own merit and determined to be fair and reasonable by comparing the price/discounts that Vendor offers other governmental clients. If this Proposal Invitation requires discount pricing, discount practices may be examined and evaluated, in the Cooperative's sole discretion, based on historical data, sales information, discounts granted to other governmental clients, and/or other market research techniques. The Cooperative may award Contracts to multiple Proposers supplying comparable products or services, also known as a multiple award schedule, or award the Contract to a single Proposer. The Cooperative's decision to make multiple awards or a single award will be based upon the Cooperative's sole discretion regarding the type of award that provides best value to all Cooperative members. In regards to Vendor past performance, among other factors, the Cooperative may consider a Vendor's breach of contractual obligation on any other active or prior Cooperative contract awarded to Vendor including, but not limited to, nonpayment of service fees by Vendor, its parent company or affiliates and/or Vendor's failure to generate any minimum amount specified in a prior -awarded Cooperative contract. 3. Cooperative Board Decision The Cooperative reserves the right to waive any or all irregularities, formalities, or other technicalities and to be the sole and independent judge of quality and suitability of any products or services offered. The Cooperative may accept or reject a Proposal in its entirety, or may reject any part of a Proposal without affecting the remainder of that proposal, and may award the individual items in this Proposal Invitation in any combination or in any way that provides best value to Cooperative members based on the criteria set out in section C.2 (Best Value Criteria) of these Terms and Conditions. The Cooperative may use all means at the collective disposal of the Cooperative and Cooperative members to evaluate Proposals. The final decision as to the best overall offer, including as to price and suitability of the proposed products or services to meet the needs of and provide best value to Cooperative members, rests solely with the Cooperative's Board of Trustees. The Board's decision may be protested only in accordance with the Board's protest procedure policy, COOP-851, which is available from the BuyBoard Administrator upon request. Pursuant to COOP-851, a protest challenging the terms, conditions or form of notice of this Proposal Invitation and accompanying documentation must be received by the Cooperative no later than 5:00 p.m. CST the fifth (51h) business day before the Proposal opening date, and a protest challenging an award decision, including bid evaluations, no later than 5:00 p.m. CST the fifth (51h) business day after the award is posted on the BuyBoard vendor website. D. Contract Award 1. Notice of Award and Related Matters A Proposal is an offer by Proposer to contract with the Cooperative and Cooperative members in accordance with this Proposal Invitation, including without limitation the item specifications, and these Terms and Conditions. A Proposal does not become a Contract unless and until the Proposal is accepted by the Cooperative through the issuance of a written Notice of Award to the successful Proposer, whereupon the Contract becomes binding and enforceable. The Contract is then utilized by a Cooperative member by the member issuing a signed purchase order and/or Member Construction Contract, as defined in section A.3 (Definitions) and further described in section AA (Construction and Construction -Related Goods or Services) of these Terms and Conditions, for the awarded products or services. Vendor must honor all purchase orders issued by Cooperative members and Member Construction Contracts entered into pursuant to this Contract during the Contract term in accordance with these Terms and Conditions. The Cooperative may maintain Vendor's contract documents in electronic format for the duration of the Contract term. The Cooperative reserves the right to allow awarded Vendors to add additional service regions, at the awarded pricing, to the Vendor's Contract during the Contract term. Page 59 of 71 corvsr.v.oz.oi.zois V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com As provided for in detail in section E.11 (The BuyBoard) of these Terms and Conons, all Purchase Orders must be processed through the BuyBoard. All deliveries and financial transactions related to the Purchase Order will occur directly between Vendor and the ordering Cooperative member. Cooperative members and Vendors do not have the authority to modify these Terms and Conditions. By submitting a Proposal, Vendor specifically agrees that these Terms and Conditions shall apply and that it shall not seek to impose on a Cooperative member additional terms and conditions or ancillary agreements that are inconsistent with, or intended to supersede these Terms and Conditions. Any attempt by a Vendor to impose terms and conditions on a Cooperative member that are inconsistent with or intended to supersede these Terms and Conditions which were not submitted by Vendor as a deviation with its Proposal and approved by the Cooperative shall be an event of default under the Contract and grounds for termination of Vendor's Contract. However, a Cooperative member may add terms to a Purchase Order and/or require a Member Construction Contract with terms that are consistent with these Terms and Conditions and are acceptable to Vendor. A Cooperative member may require a performance and/or payment bond from Vendor as may be required by law or deemed necessary or appropriate. Additionally, a Cooperative member may require Vendor to carry and provide proof of such insurance as may be required by state or local law or policy. Individual Cooperative members may in certain circumstances require background checks on Vendor employees who will have direct contact with students or staff, or for other reasons, and may require Vendor to pay the cost of obtaining criminal history record information. To the extent of any conflict between these Terms and Conditions and requirements contained in any Cooperative member Purchase Order or Member Construction Contract, the stricter requirements on the Vendor shall apply. In the event of differing but equally stringent requirements, the Cooperative member Purchase Order or Member Construction Contract shall govern over the requirements in the Proposal Invitation. 2. Piggyback Contract and Other Entity Clause It is the Cooperative's intent that other governmental entities throughout the United States, as well as administrator's nonprofit entity BuyBoard subscribers, have the opportunity to purchase the goods or services awarded under the Contract at the same pricing and according to these Terms and Conditions, subject to applicable state law, through a piggy -back award or similar agreement. To the extent applicable, Vendor must offer and sell the awarded goods and services to such other organizations and entities in accordance with Vendor's Proposal, including without limitation the State Service Designation form and the National Purchasing Cooperative Vendor Award Agreement. E. Contract Performance 1. Contract Term The term of the Contract is for the initial term stated in this Proposal Invitation, which term begins on the date specified in the Notice of Award. Unless otherwise stated in this Proposal Invitation, the Contract may be renewed for two (2) additional one (1)-year terms as provided for in this section E.1. A reference to `Contract term" in these Terms and Conditions means the initial term and any renewal term. The Contract shall govern the Vendor's and the Cooperative member's rights and obligations with respect to any Purchase Order issued during the Contract term and afterwards, with respect to any Purchase Order or purchase bound by the Cooperative member for specified goods or services before the Contract award period ended. Vendor has no right to or vested interest in a Contract renewal. The Cooperative will evaluate the Contract award prior to the expiration of the then current Contract term (initial or renewal), and reserves the right to not renew the Contract based on factors that may include, but are not limited to, the annual amount of business, Vendor's performance, and the continued provision of best value to Cooperative members. With respect to annual amount of business, Vendor must generate the minimum amount specified in the General Information document associated with this Proposal Invitation through the Contract, during both the initial and the first renewal term, or may not be offered a second renewal term. A vendor failure to generate this minimum amount may also be considered by the Page 60 of 71 corvsT.v.oz.oi.zois V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 � PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com Cooperative as part of Vendor's past performance evaluation on future proposal invitations. A renewal must be agreed to by the Cooperative and Vendor. In the event the Contract term will expire before the Cooperative awards a successor contract for the categories of awarded products or services, the Contract may be extended beyond the expiration date on a month to month basis, or such other term as determined by the Cooperative, upon the agreement of the Cooperative and Vendor, provided that the awarded pricing does not increase during such extension. 2. Prevailing Wages, Bonding and Insurance Requirements Vendor must comply with any applicable prevailing wage rate requirements under the federal Davis -Bacon or state or local law, including Chapter 2258 of the Texas Government Code. Vendor must provide any applicable performance and payment bonds as required by law, including Chapter 2253 of the Texas Government Code, or as requested by a Cooperative member. Vendor must maintain appropriate and sufficient insurance, including without limitation such workers' compensation insurance as may be required by state or local law or policy, necessary to protect Vendor and the Cooperative and its members from all claims for bodily injury, death, or property damage that might arise from the performance by Vendor or its employees or agents of any service under the Contract; however, the existence of such insurance does not relieve Vendor of full responsibility and liability for damages, injury, death, or loss as described or as otherwise provided by law. 3. Conformity to Item Specifications and Contract Award Vendor warrants that the products or services Vendor provides under the Contract conform to the item specifications and other requirements of this Proposal Invitation (except to the extent and as specifically noted as deviations in Vendor's Proposal), and are free from all defects in material, workmanship and title. If Vendor deviates from an item specification, including delivering a product other than the specific brand and model of the product awarded, the ordering Cooperative member may reject the product when delivered and terminate the purchase order, at no cost or penalty to the member. Vendor further warrants that all products provided under the Contract meet applicable OSHA standards and regulations, and that any electrical items bear the appropriate listing from US, FMRC, NEMA, or UL Laboratories. If awarded products are chemicals or other products that customarily require Material Safety Data Sheets (MSDS), Vendor must include the MSDS with the first shipment of the product to a Cooperative member during the Contract term. Vendor must provide additional MSDSs to Cooperative members upon request, promptly and at no additional cost. 4. Awarded Pricing Awarded pricing may include line item pricing, discount off catalog or pricelist, not -to -exceed hourly labor rates, or other pricing structure as set forth in the Proposal Invitation. Except as provided in this section EA or otherwise in this Proposal Invitation, Vendor shall hold its awarded pricing firm during the Contract term. For awards based on discount off catalog or pricelist, Vendor may submit updated pricelists or catalogs reflecting manufacturer or similar market -wide price increases that occur during the Contract term to the Cooperative, and shall provide upon request such supporting manufacturer documentation as the Cooperative may require. Such pricelists or catalogs must be provided in the same format required by the Proposal Invitation for catalogs and pricelists submitted with Proposals. All pricelist or catalog changes must be supported by manufacturer price changes or similar market changes. The Cooperative reserves the right to reject any or all catalog or pricelist price changes as it deems to be in the best interest of and to provide best value to Cooperative members. Unless otherwise provided in the Proposal Invitation, no catalog or pricelist price increases, including website-based catalogs or pricelists, will be permitted or accepted within 180 days of Vendor's Proposal submission or within 180 days of submission of a prior revised catalog or pricelist. Updated pricelists or catalogs must be limited to awarded products or the pricelist or catalog may be rejected by the Cooperative in its entirety. Vendor must provide the Cooperative with prior notice of catalog and Page 61 of 71 corvsr.v.oz.oi.2ois I. Board® Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com pricelist changes. Until such time as updated pricelists have been submitted to the Cooperative, or in the event the Cooperative rejects or determines further information is required before accepting a revised catalog or pricelist, Vendor shall be required to continue to apply the prior catalog or pricelist pricing, with applicable discount, to Cooperative members. For awarded pricing based on hourly labor rates, Vendor may not exceed the awarded pricing during the Contract term unless changes to prevailing wage rates under state, local, or federal law applicable to the work to be performed require higher rates. In such event, the Vendor must notify the Cooperative and provide documentation supporting the required labor rate increase. All awarded discounts must remain firm during the Contract term. In the event Vendor decreases the price of awarded products or services for any or all of its other customers in similar market circumstances below the Contract price, Vendor must offer such decreased pricing to Cooperative members. During the Contract term, Cooperative members may negotiate with Vendor, through the BuyBoard request for quotes (RFQ) function or otherwise, to obtain lower prices for awarded products or services based on volume or other factors. If it is determined that a Vendor has sold products or services to Cooperative members through the Contract at a price higher than the applicable awarded pricing, Vendor shall be in default of its Contract and subject to termination. Unless specified otherwise in this Proposal Invitation, the service fee due pursuant to section E.12 (Service Fee) of these Terms and Conditions is included in the awarded pricing. 5. Packaging, Transportation, and Delivery Unless otherwise provided for in this Proposal Invitation, all products must be packaged in containers that are new, appropriately designed for the product, and sturdy enough to protect the product during loading, transit, unloading, and storage, and be suitably packed to secure the lowest transportation costs. Products for which palletizing is appropriate must be delivered on standard 48" 4-way pallets in good, serviceable condition. Vendor is responsible for paying all freight, delivery, handling and other charges incurred in transporting and delivering products to a Cooperative member, and for the risk of loss until the product is delivered to and accepted by the Cooperative member. Freight, delivery, handling and other charges incurred in transporting and delivering products to a Cooperative member are to be prepaid by Vendor. Vendor may collect the actual amount of such charges after delivery and acceptance, provided that the charges (a) were disclosed to the Cooperative member, if requested, and in all instances in which the charges exceed ten percent (10%) of the total cost of the order, prior to shipment; (b) are itemized and shown separately on the member's invoice; and (c) are supported by appropriate documentation submitted with the invoice. Except for items that have hidden defects or that do not meet specifications, title and risk of loss to products pass to a Cooperative member upon the member's actual receipt and acceptance of the product at the point and time of delivery. Unless otherwise noted in the proposal (as a deviation) or provided in the Purchase Order or Member Construction Contract, Vendor must deliver or provide awarded products or services within ten (10) business days after receipt of a Cooperative member's purchase order. Vendor must immediately notify the Cooperative member's primary contact of any anticipated or actual delay and document the notice in writing, and the member may extend the delivery time or cancel the order if the delay is unacceptable. If the Cooperative member has not received notice of the delay as required by this section, the member may, at its discretion, return to Vendor any items received after the due date, at Vendor's expense and without liability or penalty to the member. When the needs of a Cooperative member require immediate response, the right to pick up products on an "over the counter" basis must be available Page 62 of 71 coNsr.v.oz.oi.zoia I'A'111W 0 Board Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com for the majority of the awarded products. In these circumstances, the Cooperative member's personnel may pick up the products at Vendor's warehouse location. Additionally, a Cooperative member may request emergency delivery, and Vendor must use its best efforts to comply with rush or emergency requests. If Vendor cannot fulfill the emergency delivery requirement, the member may procure the products or services from alternative sources without penalty. Time is of the essence in Vendor's performance of the Contract. 6. Packing Lists, Invoices and Payments Packing lists or other suitable shipping documents must accompany each shipment and state: (a) Vendor's name and address; (b) Cooperative member's name and address or delivery location; (c) Cooperative member's Purchase Order number; (d) descriptive information identifying the item(s) delivered, including quantity, item number, product code, item description, and total number of containers; and (e) copies of all product warranties for the item(s) delivered. Vendor must submit separate invoices, in duplicate, on each purchase order after each delivery. Invoices must (a) contain the information stated above; (b) separately itemize any transportation and delivery charges, and include associated documentation; (c) include a properly signed copy of the delivery receipt; and (d) be mailed directly to the ordering Cooperative member. Unless specified otherwise in this Proposal Invitation, the service fee due pursuant to section E.12 (Service Fee) of these Terms and Conditions is included in the awarded pricing and must not be separately itemized in the invoice. Payment by the Cooperative member is due after a Cooperative member's receipt and acceptance of ordered products or services and the documentation identified above, including a complete and correct invoice, in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code.) A Cooperative member is not responsible for products delivered or invoiced without a valid purchase order number. A Cooperative member's obligation to Vendor is payable only and solely from funds available for the purpose of the purchase Lack of funds will render a member's purchase order null and void to the extent funds are not available and any delivered but unpaid product will be returned to Vendor. Neither the Cooperative nor TASB is liable or responsible for any payment owed Vendor by a Cooperative member under the Contract. 7. Product Inspection, Testing, and Defective Items Products supplied under the Contract must be delivered in the best possible condition, be covered by the product warranties provided by Vendor and/or the product manufacturer to other customers, and are subject to inspection, testing, and approval by the Cooperative or a Cooperative member. Tests may be performed on samples taken from any regular shipment of the product. In the event a tested product fails to meet or exceed all requirements of the item specifications or these Terms and Conditions and any Member Construction Contract, Vendor must pay the cost of the samples and the testing. Upon receipt of notification from the Cooperative or Cooperative member, Vendor must pick up and replace the defective product within five (5) business days or on the next service date, whichever is sooner, without charge for the replacement or delivery. Additionally, the Cooperative or member may dispose of defective products that are not picked up and replaced by Vendor, without cost. Products damaged in shipment are considered defective for purposes of the foregoing. Latent defects discovered after delivery and acceptance of any products may result in revocation of the acceptance of such products. The Cooperative or Cooperative member must have access to Vendor's place of business during normal business hours for the purpose of inspecting any awarded product. 8. Substitutions Vendor's Proposal must specify the products or services Vendor proposes to provide under each category of the Proposal Invitation specifications. Vendor shall only be permitted to provide those products or services specified for categories under which Vendor is awarded under the Contract. Except as provided in this section E.8, the Cooperative will not accept substitutions to any of the product(s) listed in the Proposal after a Notice of Award has been issued. If an awarded product or catalog of products is discontinued by the manufacturer and the same manufacturer offers an equivalent replacement product or catalog of products within the same Proposal Invitation specifications and category(ies) for which Vendor was awarded, Vendor may substitute the replacement product for Page 63 of 71 corvsT.v.oz.oi.zois 4� I V 4%.J Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com the awarded product. Vendor shall submit supporting documentation to the Cooperative regarding any substitutions. The Cooperative reserves the right to reject, in its sole discretion, any substitution. 9. Product and Service Guarantees and Warranties Vendor must not limit or exclude any implied warranties and shall extend such warranties on the awarded product, as well as the installation thereof if such installation is provided by Vendor, as are normally provided to other customers of Vendor. All services shall be performed in a good and workmanlike manner consistent with industry standards. Unless a deviation is submitted by the Vendor with its proposal and accepted by the Cooperative pursuant to section 3.4 (Deviations from Item Specifications or General Terms and Conditions) of these Terms and Conditions or unless a different warranty is required by a Cooperative member Purchase Order or supplemental contract, a minimum of a ninety (90)-day product or service guaranty or the manufacturer's standard commercial warranty, whichever is greater, will apply to all awarded products and services. At a minimum, all product warranties must provide for replacement of defective merchandise, parts, and labor, and include pick-up of the defective merchandise from the location specified by the Cooperative member and delivery of the replacement(s) to the same location. In addition, such warranty shall include curing any defects in connection with any Vendor installation of the product at no additional cost to the member. The warranty period is effective from the date the Cooperative member accepts the product or the date the service is completed and accepted by the Cooperative member. Vendor shall respond to any reasonable requests for information from the Cooperative, its administrator, or a Cooperative member in regards to concerns regarding public health or safety regarding awarded products, including such documentation as may be reasonably requested. In the event of any product recalls affecting awarded products, as soon as practicable, Vendor shall notify in writing both the Cooperative and any Cooperative members who made purchases from Vendor for such recalled products of the recall and proposed action. At a minimum and without waiving any other requirements under law or Cooperative member purchase order, Vendor shall be required with respect to purchasing Cooperative members to take all action required by law or any greater remedy as may be offered by Vendor to other customers with respect to recalled products, including but not limited to, prompt replacement and/or refunds. 10. Multiple Distribution Centers, Single Point of Contact, and Designated Dealers If Vendor delivers products out of more than one warehouse or distribution center, all warehouses or distribution centers involved in the distribution plan must carry or have timely access to all awarded items and must be able to respond to orders in a timely manner. Unless otherwise specified in this Proposal Invitation, product substitutions are not allowed, and the involvement of multiple distribution centers does not alter the restriction against product substitution. The Cooperative and Cooperative members will have one Vendor contact person for overall contract management relative to the Contract, even if Vendor uses multiple distribution centers or designated dealers, and the Cooperative and its members will not be required to deal with multiple Vendor contacts for overall contract management. If Vendor is a manufacturer that sells products through a dealer network, Vendor may request to designate a dealer or multiple dealers 'Designated Dealer" or "Designated Dealers' to receive Cooperative member Purchase Orders on Vendor's behalf by completing and submitting to the Cooperative's administrator the information required on the Manufacturer Dealer Designation form contained in the Proposal Invitation, and/or such other form or information as the Cooperative's administrator may reasonably require. Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor's convenience only and shall not relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor's Designated Dealers under and in accordance with the Contract and Page 64 of 71 coNsr.v.oz.oi.zois V V Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor's Contract for nonpayment of service fees. Further, Vendor acknowledges and agrees that, if Vendor opts to submit Designated Dealers under the Contract, Vendor is responsible for ensuring the accuracy of, maintaining, and updating the Designated Dealer information provided to the Cooperative and ensuring and confirming such information has been received by the Cooperative's administrator in such form as the Cooperative's administrator may reasonably require. Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing. The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated Dealer to cease accepting Purchase Orders or otherwise acting on Vendor's behalf under the Contract. Further, the Cooperative's administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion. 11. The BuyBoard The awarded Contract will be posted on the BuyBoard website as an online electronic catalog(s). Except as expressly authorized in writing by the Cooperative's administrator, neither Vendor nor any Vendor Designated Dealer is authorized to process a Purchase Order received directly from a Cooperative member, and a Cooperative member that wishes to procure goods or services under the Contract will initiate a Purchase Order through the BuyBoard, which will be transmitted to Vendor or Vendor's Designated Dealer(s). All Purchase Orders generated by or under the contract must be processed through the BuyBoard. To the extent that a Vendor or a Vendor Designated Dealer erroneously processes a Purchase Order received directly from a Cooperative member without express written authorization from the Cooperative's administrator, such actions may be considered in breach of Vendor's obligations under the Contract but shall not alter the nature of the transaction as a BuyBoard purchase or relieve Vendor of the obligation to pay the service fee on such purchase, the intent of the Cooperative member to purchase through the Cooperative contract being paramount. Vendor and any Vendor Designated Dealer must maintain the computer and telephone hardware necessary to provide for the electronic receipt of Purchase Orders, and pay such costs and fees as may be imposed by a supplier or service provider for the software, equipment and service required to use the BuyBoard. To the extent that a Vendor is authorized in writing by the Cooperative administrator to process a Purchase Order received directly from a Cooperative member, Vendor shall be required to comply with all conditions imposed by the Cooperative as a part of such authorization. 12. Service Fee Vendor must pay the Cooperative the service fee specified in this Proposal Invitation and, unless this Proposal Invitation provides otherwise, the service fee is included in the awarded pricing. Except as otherwise provided in this section E.12, Vendor must remit the service fee to the Cooperative in Austin, Texas, within 30 days of the date of each service fee invoice. Service fees shall be deemed incurred on the date of Vendor's receipt of payment for products or services by the Cooperative member. To the extent that a Vendor disputes any service fee listed in an invoice, including but not limited to assertions that the purchase on which the fee is based has yet to be delivered or paid (e.g. special orders), was canceled by the Cooperative member, or is a duplicate purchase order, the Vendor must notify the Cooperative of the dispute in writing no later than the 90t—" day after the original invoice date (Dispute Period) by returning a copy of the invoice or statement of outstanding balances to the Cooperative with each disputed item marked and the basis for dispute provided. To the extent that the disputed service fees have been paid by Vendor, any request for a refund must be provided to the Cooperative in writing, with supporting documentation, no later than the last day of the Dispute Period. Vendor agrees to cooperate, and require any Vendor Designated Dealer(s) or billing agent Page 65 of 71 coNsr.v.oz.oi.zois WBoard Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com to cooperate, with the Cooperative in attempting to reconcile and resolve disputed fees, and shall provide such reasonable information and documentation as the Cooperative may require to review the disputed fees to the satisfaction of the Cooperative administrator's staff. Any service fees for which the Cooperative has not received a notice of dispute or request for refund within the Dispute Period as set forth herein shall be deemed conclusively due and owing and no longer subject to dispute or claim for refund. Unpaid service fees will be subject to collection in accordance with the Cooperative's Board Policy, COOP-852, Vendor Invoicing and Collections. A Vendor may designate a billing agent to receive Cooperative service fee invoices on Vendor's behalf including, if Vendor is a manufacturer, any Designated Dealer(s) of Vendor's products. Such designation must be made in writing by an authorized representative of Vendor and properly submitted to the Cooperative's administrator in such form as the Cooperative's administrator may reasonably require. However, in so doing, Vendor acknowledges and agrees that such designation shall be for Vendor's convenience only and Vendor shall remain responsible for all obligations under the Contract, including payment of service fees, and shall remain subject to all remedies for default in payment thereof. Vendor agrees to provide the Cooperative with copies of all Purchase Orders generated by or under the Contract that are received directly from Cooperative members, or such other documentation regarding those Purchase Orders as the Cooperative's administrator may require in its reasonable discretion. Additionally, the Cooperative has the right, upon reasonable written notice, to review Vendor's records pertaining to purchases under the Contract with Cooperative members to verify purchase history and the accuracy of service fees payable from Vendor. 13. Disclaimer of Warranty and Limitation of Liability THE COOPERATIVE AND TASB (BOTH D/B/A BUYBOARD) DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO THE AVAILABILITY, ACCURACY, CONTENT OR ANY OTHER ASPECT OF ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED UNDER THE CONTRACT AWARD, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO ANY AND ALL CAUSES OF ACTION ARISING UNDER OR RELATED TO THE CONTRACT, NEITHER THE COOPERATIVE NOR TASB, NOR THEIR RESPECTIVE OFFICERS, BOARD MEMBERS, EMPLOYEES OR AGENTS, IS LIABLE TO VENDOR UNDER ANY CIRCUMSTANCES FOR LOST REVENUE, DATA OR PROFITS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF THE COOPERATIVE AND/OR TASB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY PROVIDED BY LAW, IN NO EVENT WILL THE COOPERATIVE AND/OR TASB'S TOTAL JOINT LIABILIY TO VENDOR EXCEED THE AMOUNT OF THE SERVICE FEE PAID BY VENDOR DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH LIABILITY. Neither the Cooperative nor TASB is in any way liable to Vendor for a Cooperative member's performance or nonperformance of the member's obligations under the Contract, Purchase Order, or Member Construction Contract. 14. Sales Tax Cooperative members are governmental entities which are generally exempt by law from the payment of state sales tax and federal excise tax. Vendor may request a Cooperative member to provide a tax exemption certificate, or the member may establish its tax exempt status by including tax exemption information or tax exemption certificate with the purchase order as authorized under law. Vendor is responsible for collecting such taxes, if any, as may be due from a Cooperative member and remitting payment to the appropriate taxing authority. 15. Use of Logo and Trade Name The BuyBoard trade name and logo are proprietary to TASB and have been specifically licensed by TASB to the Cooperative. Vendor may not use, display, or otherwise distribute the BuyBoard logo or trade name except in strict accordance with the Cooperative's written guidelines posted on the BuyBoard website. Page 66 of 71 coNsr.v.oz.oi.zois Board® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 . FAX: 800-211-5454 ' buyboard.com 16. Indemncation Vendor agrees to defend, indemnify, and hold harmless the Cooperative, TASB and Cooperative members, and their officers, board members, agents and employees, from and against all claims, actions, suits, demands, proceeding, costs, damages and liabilities, including court costs and attorney's fees, arising out of or resulting from any acts or omissions of Vendor or its agents, employees, suppliers or contractors or subcontractors in the execution of or performance under the Contract, a purchase order, or Member Construction Contract, as applicable. In no event shall Vendor's obligation to a Cooperative member under this section E.16 be less than the amount a Cooperative member pays Vendor under the purchase order or Member Construction Contract that gives rise to such obligation. 17. Intellectual Property Infringement Without limiting the scope of section E.16 (Indemnification) of these Terms and Condition, if any claim is asserted, or action or proceeding brought against the Cooperative or a Cooperative member that alleges that all or any part of the products supplied by Vendor, in the form supplied or modified by Vendor, or its subcontractors pursuant to Vendor's sole directions, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Cooperative, upon its awareness, shall give Vendor prompt written notice thereof. Vendor shall defend, and hold the Cooperative and the Cooperative member harmless, against any such claim or action and shall indemnify the Cooperative and Cooperative member against any liability, damages and costs resulting from such claim. In addition, if, in any such suit arising from such claim, the continued use of the product for the purpose intended is enjoined by any court of competent jurisdiction, Vendor shall, at its expense and option, either (a) procure for the Cooperative member the right to continue using the product; (b) modify the product so that it becomes non -infringing; (c) replace the product or portions thereof so that it becomes non -infringing; or (d) allow the Cooperative member to return the product and refund the purchase price (less reasonable depreciation for use.) 18. Remedies for Default and Termination of Contract Except as otherwise provided for in these Terms and Conons, either party may terminate the Contract in whole or in part in the event of the other parry's substantial failure to fulfill its obligations under the Contract through no fault of the terminating party; provided, however, that the defaulting party is given at least ten (10) business days prior written notice of the default and intent to terminate (delivered by certified mail, return receipt requested, or other method that similarly documents receipt), and a ten (10) business day opportunity to remedy the default to the satisfaction of the terminating party (or, in the event of default based on Vendor's failure to timely remit the service fee due the Cooperative, such longer cure period as may be established by Cooperative policy.) At the Cooperative's option and in addition to any other remedies it may have available, the Cooperative may terminate the Contract if Vendor fails to adhere to or violates any of the provisions of these Terms and Conditions, including the certifications. Without limiting the scope of the foregoing, one or more of the following constitute grounds for termination: a) Delivery of product or services that fail to meet the item specifications; b) Delivery of product or services that are defective or substandard or fail to pass product inspection; c) Delivery of a product substitution, except as specifically authorized; d) Failure to meet required delivery schedules; e) Failure to timely supply the awarded products or services at the contract price; f) Failure to timely remit any service fee due the Cooperative under the Contract or any other BuyBoard contract with Vendor, it parent company, or affiliates; g) Failure to provide, within a reasonable time and where required by the Contract, information reasonably requested by the Cooperative including, but not limited to, information requested under section E.12 of these Terms and Conditions; h) Processing a Purchase Order received directly from a Cooperative member, without prior written approval from the Cooperative's administrator; Page 67 of 71 coNST.v.oz.oi.zoi8 Board Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com i) Providing architectural or engineering services under the Contract that must be procured pursuant to the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code); j) Selling non -awarded goods or services under the Contract or any other BuyBoard contract with Vendor; k) Vendor refusal, inability or loss of ability, to offer or provide awarded goods or services to Cooperative members in awarded regions or states unless caused by a Force Majeure event pursuant and subject to section E.19; or I) Failing to provide a Cooperative member with a copy of the BuyBoard Procurement and Construction -Related Goods and Services Advisory for Texas Members before executing a Member Construction Contract with the member or accepting the Cooperative member's Purchase Order for construction -related goods or services, whichever comes first. Notwithstanding any other provision of this section E.18, in the event of Vendor's default under or breach of any provision in the Contract, the Cooperative 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 the Cooperative or necessary or appropriate to protect or provide best value to Cooperative members. Without limiting the scope of the foregoing, the Cooperative or its administrator may temporarily inactivate (suspend) Vendor from the BuyBoard website and as a BuyBoard vendor, suspend or remove any Vendor Designated Dealer from the BuyBoard website, or require removal of an awarded product with or without prior notice to Vendor, if the Cooperative or its administrator determines that a breach under the Contract or any other BuyBoard contract with Vendor, including nonpayment of service fees, or a potential public health, policy, or safety issue warrants such action, and the temporary inactivation will remain in effect pending further action or termination of the Contract by the Cooperative or its administrator. Vendor remains liable for all obligations and responsibilities incurred prior to and during any temporary inactivation and prior to termination, as applicable. In the event the Cooperative terminates the Contract, in whole or in part, the Cooperative reserves the right to award the terminated Contract, or any portion thereof, to the next Proposer the Cooperative determines to provide best value to Cooperative members. A Cooperative member has no authority to terminate the Contract at the Cooperative level for default, but may terminate a Purchase Order or Member Construction Contract or refuse to accept delivery as provided for in these Terms and Conditions or for Vendor's material breach of a term or condition included in a member Purchase Order or Member Construction Contract. Additionally, the Cooperative and Cooperative members may sue for breach of contract and specific performance and, in addition to contract damages, recover attorneys' fees and costs. Neither the Cooperative nor a Cooperative member will be liable to Vendor for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequential, exemplary, or incidental damages) resulting from termination based on Vendor's default or breach of contract. If any delay or failure of performance is caused by a Force Majeure event as described in section E.19 (Force Majeure) of these Terms and Conditions, the Cooperative may, in its sole discretion, terminate the Contract in whole or part, provided such termination complies with the procedures set out above. Any Contract termination resulting from any cause other than a Force Majeure event will be deemed valid reason for not considering any future proposals from the defaulting Vendor. In the event a Vendor's Contract is terminated under this section E.18, Vendor shall remain responsible for payment of all service fees to the Cooperative for products and services sold to Cooperative members prior to such termination. Page 68 of 71 corvsr.v.oz.oi.zois MBoard Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com 19. Force Majeure The term Force Majeure includes, but is not limited to, governmental restraints or decrees, provided they affect all companies in Vendor's industry equally and are not actions taken solely against Vendor; acts of God (except natural phenomena, such as rain, wind or flood, which are normally expected in the locale in which performance is to take place); work stoppages due to labor disputes or strikes; fires; explosions; epidemics; riots; war; rebellion; or sabotage. The Cooperative, Cooperative 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 Force Majeure has occurred rests on the party seeking relief under this section E.19. The claiming party must promptly notify the other party in writing, citing the details of the Force Majeure event, use due diligence to overcome obstacles to performance created by the Force Majeure event, and resume performance immediately after the obstacles have been removed, provided the Contract has not been terminated in the interim. Delay or failure of performance of the Contract, a Purchase Order, or a Member Construction Contract caused solely by a Force Majeure event will be excused for the period of delay caused solely by the Force Majeure event, provided the party claiming the event promptly notifies the other party in writing. Neither party shall have any claim for damages against the other resulting from delays caused solely by Force Majeure. Neither the Cooperative nor a Cooperative member will be responsible for any cost incurred by Vendor because of the Force Majeure event unless the Cooperative member has requested, in writing, that Vendor incur such cost in connection with any delay or work stoppage caused by the Force Majeure event. Notwithstanding any other provision of this section E.19, in the event Vendor's performance of its obligations under the Contract is delayed or stopped by a Force Majeure event, the Cooperative may, at its sole option, terminate the Contract in accordance with section E.18 (Remedies for Default and Termination of Contract) of these Terms and Conditions. This section E.19 does not limit or otherwise modify any of the Cooperative's rights as provided elsewhere in the Contract. F. Miscellaneous 1. Assignment Vendor may not sell, assign, transfer, convey or subcontract any responsibility or obligation created by the Contract in regards to the Cooperative without the Cooperative's prior written consent. A Vendor wishing to assign, transfer, or convey all or any portion of an awarded Contract shall submit a written request to the Cooperative, preferably at least 50 days before the projected effective date of the assignment and provide such information as the Cooperative may require to process and consider the request. Approval or denial of an assignment request shall be within the sole discretion of the Cooperative, and a vendor not awarded a Contract through the Proposal Invitation process has no right or vested interest to assignment of an awarded Contract. In determining whether to consent, the Cooperative may consider any relevant factors, including whether the person to which the sale, assignment, transfer, conveyance or subcontract is proposed is bound to and will honor all obligations and responsibilities imposed on Vendor under the Contract, including awarded pricing, and the best interest of and value to Cooperative members. Vendor's attempted sale, assignment, transfer, conveyance or subcontracting of any part of the Contract except in compliance with this section F.1 is void and ineffective. If Vendor ceases distribution of an awarded product for any reason during the Contract term, including ceasing distribution in one or more regions or states designated by Vendor in its Texas Regional Service Designation or State Service Designation forms, and the Cooperative determines that continued availability of the product provides best value to Cooperative members, the Cooperative reserves the right to place the manufacturer of such product on the BuyBoard for the remainder of the Contract term for any or all regions or states in which Vendor has ceased distribution, in which event Vendor's Contract for such product will be deemed assigned to the product manufacturer. Page 69 of 71 coNsr.v.oz.oi.zois / 1 miiiiiiiiii Board® Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com 2. Notices Unless otherwise provided for in this Proposal Invitation, any written notice or other communication required by the Contract or by law will be conclusively deemed to have been given and received on the third business day after such written notice has been deposited in the U. S. Mail, properly addressed, and with sufficient postage affixed thereto, provided that actual notice may also be given in any other manner used in commerce. If the conclusion of any time period provided for in these Terms and Conditions falls on a weekend or a federal holiday, the conclusion of such time period shall be deemed to be extended until the next business day. Otherwise, references to time periods measured by days shall mean calendar days unless business days are specifically designated. 3. Equal Employment Opportunity (EEO) Disclosures Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the state in which Vendor's primary place of business is located. In accordance with such laws, regulations and executive orders, Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status, disability or genetic information, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies. 4. Applicable Law, Venue and Dispute Resolution The Contract is governed by and will be construed according to the laws of the State of Texas, including the Uniform Commercial Code (UCC) as adopted in the State of Texas as effective and in force on the date of the Contract. Venue for any litigation concerning the Cooperative or TASB lies in Austin, Travis County, Texas, and venue for any litigation between a Cooperative member and Vendor arising under the Contract lies in the home county of the member. The parties have the mutual affirmative duty to attempt to resolve any disputes that arise under the Contract in good faith at the least possible expense prior to the initiation of any type of judicial or administrative proceeding. 5. Waiver No claim or right arising out of a breach of the Contract can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. A parry's failure to require strict performance of any provision of the Contract does not waive or diminish that parry's right thereafter to demand strict compliance with that or any other provision. 6. Interpretation — Parol Evidence This writing is intended by the parties as a final expression of their agreement and a complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties and no usage of the trade is relevant to supplement or explain any terms used in the Contract. Acceptance or acquiescence in a course of performance rendered under the Contract is not relevant to and does not determine the meaning of the Contract even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. 7. Right to Assurance Whenever the Cooperative in good faith has reason to question Vendor's intent to perform, the Cooperative may demand that Vendor give written assurance of its intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the Cooperative may treat the failure as an anticipatory repudiation of the Contract. 8. Non -Appropriations Clause Texas law prohibits the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. A Cooperative member that is a governmental entity (a) reserves the right to rescind Cl multi -year purchase order or other agreement to purchase products or services under the Contract at the end of the member's Page 70 of 71 coNsr.v.oz.oi.zoi8 V V Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 . FAX: 800-211-5454 • buyboard.com fiscal year if it is determined that funding is not available to extend the agreement; and (b) will use its best efforts to attempt to obtain and appropriate funds for payment. 9. Invalid Term or Condition If any term or condition of the Contract is held invalid or unenforceable, the remainder of the Contract will not be affected and will be valid and enforceable. 10. Remedies Cumulative The remedies available to the Cooperative, a Cooperative member, or Vendor under this Contract are in addition to any other remedies that may be available under law or in equity. 11. Signatures Except as required pursuant to section 8.13 (Proposal Signatures) of these Terms and Conditions with respect to Proposals and related documentation or as otherwise specifically required in these Terms and Conditions, all notices, requests, amendments and other written documentation required or authorized under the Contract may be provided by facsimile or as an imaged document, and an electronic, facsimile or imaged signature shall be deemed an original. 12. Right of Setoff Any indebtedness or obligation owed by Vendor or Vendor's affiliates to the Cooperative may be appropriated and applied by the Cooperative at any time, and from time to time, on any indebtedness or other obligation owed by the Cooperative to Vendor or Vendor's affiliates, whether such indebtedness or other obligations are now existing or hereafter arise, and whether under the Contract or otherwise. It is further understood and agreed that this right of setoff is in addition to, and not in lieu of, any other right, remedy or recourse which is available to the Cooperative either at law or equity, and that failure to exercise such right of setoff in any instance shall not constitute a waiver of such right. Page 71 of 71 coNsr.v.oz.oi.zois Johnson Park Field Lighting City of Anna, Texas Light Structure System — TLC LED Buy Board Quote Contract Number: 592-19 Commodity: Parks/Rec &Field Lighting Date: July 11th, 2022 Equipment Description Light -Structure TLC LEDTM System delivered to your site in Five Easy PiecesTM • Pre -cast concrete bases • Galvanized steel poles • LIL Listed remote driver component enclosure • Pole length wire harness • Factory -aimed and assembled LED luminaires Also Includes: • 50%less spill and glare light than Musco's prior industry leading technology • Musco Constant 25TM warranty and maintenance program that eliminates 100% of your maintenance costs for 25 years, including labor and materials • Guaranteed constant light level of 30 footcandles infield and 20 footcandles outfield footcandles for 25 years. • Control Link®Control &Monitoring System for flexible control and solid management of your lighting system • Lighting Contactors • All drawing necessary to obtain electrical permit • Turnkey Installation including electrical • Payment and Performance Bonds Quote Musco system as describe above: (2) Softball Fields — (1) 175' radius field & (1) 200' radius field..............$319,211 Pricing reflects the Buy Board Discount Pricing furnished is effective until September 30, 2022. Payment Terms Net 30. Musco will attempt to coordinate shipment so that delivery corresponds with the customer's payment schedule. We will expect payment within the terms described above unless there is a written statement from Musco's corporate headquarters stating the acceptance of different terms. Musco Sports Lighting, LLC • 2009, 2012 1 M-1290-enUS-3 • Delivery to the job site from the time of order, submittal approval, and confirmation of order details including voltage and phase, pole locations is approximately 3045 days. Due to the built-in custom light control per luminaire, pole locations need to be confirmed prior to production. Changes to pole locations after the product is sent to production could result in additional charges. Notes Quote is based on: • Shipment of entire project together to one location • Two small baseball fields • Structural code and wind speed = 2018 IBC, 115 MPH • Confirmation of pole locations prior to production Thank you for considering Musco for your sports -lighting needs. Please contact me with any questions. Chris Johnson Sales Executive Musco Sports Lighting, LLC Cell: 214-733-2927 E-mail: chris.johnson@musco.com Musco Sports Lighting, LLC • 2009, 2012 2 M-1290-enUS-3 EXHIBIT C REQUIRED WORKERS' COMPENSATION COVERAGE The law requires that each person working on this site or providing services related to this construction project must be covered by workers' compensation insurance. This includes persons providing, hauling, or delivering equipment or materials, or providing labor or transportation or other services related to the project, regardless of the identity of their employer or status as an employee. Call the Division of Workers' Compensation at 1-800-252-7031 or access the division's website at www,tdi.texas.gov/wc/indexwc.htmi to receive information on the legal requirement for coverage, to verify whether your employer has provided the required coverage, or to report an employer's failure to provide coverage. TO THE CONTRACTOR: Pursuant to Workers' Compensation Rule 110.110 (d)(7), a contractor engaged in a building or construction project for a government entity is required to post a notice on each project site informing all persons providing services on the project that they are required to be covered by workers' compensation insurance. The notice required by this does not satisfy other posting requirements imposed by the Texas Workers' Compensation Act or other Workers' Compensation Rules. This notice must: (1) be posted in English, Spanish and any other language common to the employer's employee population; (2) be displayed on each project site; (3) state how a person may verify current coverage and report failure to provide coverage; (4) be printed with a title in at least 30-point bold type and text in at least 19-point normal type; and (5) contain the exact words as prescribed in Rule 110.110 (d)(7). The notice on the reverse side meets the above requirements. Failure to post the notice as required by this rule is a violation of the Act and Workers' Compensation Rules. The violator may be subject to administrative penalties. Notice 8 (Rev. 12/15) TEXAS DEPARTMENT OF INSURANCE, DIVISION OF WORKERS' COMPENSATION Rule 110.110 DATE(MWDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 6/27/2022 THIS UmnTIFICATE 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 ADUHIONAL INSUREq the pollcypes) must nave AUUI I wlvAl_ Irvsurttu provisions or De enoorsea. It 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). (D PRODUCER Aon Risk Services Central, Inc. Omaha NE Office 17807 Burke street Suite 401 Omaha NE 68118 USA INSURED Musco sports Lighting, LLC c/o Musco Corporation 100 1st Ave W Oskaloosa IA 52577 USA �19�7eCc7�' (402) 697-1400 E-MAIL ADDRESS: (402) 697-0017 INSURERS) AFFORDING COVERAGE NAIC # INSURER A: Indian Harbor Insurance Company 36940 INSURERB: Travelers Property Cas Co of America 25674 INSURERC: sentry Casualty Company 28460 INSURERD: sentry Insurance Company 24988 INSURER E: INSURER F REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/YYYY MlNDDNYYY LIMITS D X COMMERCIAL GENERAL LIABILITY Y Y 9016877004 EACH OCCURRENCE $13000, 000 CLAIMS -MADE X❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $300, 000 MED EXP (Any one person) $10, 000 PERSONAL& ADV INJURY $110001000 GEMLAGGREGATE LIMIT APPLIES PER: POLICY [PRO- ❑X LOC JECT GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,10001000 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVEflED IN ACCORDANCE WITH THE POLICY PROVISIONS. Cl ty Of Anna AUTHORIZED REPRESENTATIVE 111 N. Powell Pkwy. PO Box 776 -�� Anna TX 75409-0776 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0 r N m rn 0 an O Z N U w N r POLICY NUMBER: 90168M04 COMMERCIAL GENERAL LIABILITY CG20101001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As required by written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II -Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the additional insureds, added: 2. Exclusions insurance afforded to these the following exclusion is This insurance does not apply to "bodily injury" or "property damage" occurring after: CG20101001 9016877 Sentry Insurance Company 1 00001 0000000000 21179 O N (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. © ISO Properties, Inc., 2000 e8cd7ec3-8168-4f7e-8975-826229b00133 Page 1 of 1 POLICY NUMBER: 9016877004 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED = OWNERS, LESSEES OR CONTRACTORS = COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons) Or Organization(s) Location And Description Of Completed Operations Any person or organization you are required to add as All Locations an additional insured by written contract or agreement See Continuation Page Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the persons) or 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 0413 9016877 Sentry Insurance Company 1 00001 0000000000 21179 O N B. With respect to the insurance afforded to these If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. ©Insurance Services Office, Inc., 2012 3a5145d7-469a-46d0-8768-e50a80ce797a Page 1 of 2 Continuation Page in effect prior to any loss or damage. Page 2 of 2 ©Insurance Services Office, Inc., 2012 CG 20 37 0413 9016877 Sentry Insurance Company COMMERCIAL AUTO CA 80 07 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED = AUTOMATIC STATUS WHEN REQUIRED BY CONTRACT OR AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. A. The Who Is An Insured provision of Covered Autos Liability Coverage is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. The status of an additional insured under this endorsement ends when your operations for that additional insured are completed. B. The most we will pay on behalf of the additional insured is the lesser of the amount payable under the Limit of Insurance for Covered Autos Liability Coverage or the amount of insurance required by the contract or agreement. C. Notwithstanding any requirement, term or condition of any contract or agreement with respect to which this endorsement may pertain, the insurance afforded to the additional insured is subject to all the terms, exclusions and conditions of the COMMERCIAL AUTO COVERAGE FORM to which this endorsement is attached. CA 80 07 06 18 9016877003 Sentry Insurance Company 1 00001 0000000000 21179 O N Includes copyrighted material of Insurance Services Office, Inc., with its permission. e4a5e02d-0c7a-4afa-953c-5e2d66fc8f64 Page 1 of 1 COMMERCIAL AUTO CA76160618 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: The Transfer Of Rights Of Recovery Against Others To Us conon does not apply to a person(s) or organization(s), but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a written contract with that person or organization. CA76160618 9016877 Sentry Insurance Company 1 00001 0000000000 21179 O N Includes copyrighted material of Insurance Services Office, Inc., with its permission. c9e16430-4b7e-06ce-9cfe-609a26f396cb Page 1 of 1 POLICY NUMBER: 9016877004 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization to whom you are required to waive your right to recover by a written contract or agreement executed prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 9016877 Sentry Insurance Company 1 00001 0000000000 21179 O N ©Insurance Services Office, Inc., 2008 561e7b57-22c31338d-bc63-bce9e48e72ca Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 -84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an ry covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Name: Address: Description of Waiver: JobID: Schedule AL, AR, CO, CT, FL, GA, IA, ID, IL, IN, KS, LA, MD, MI, MN, MO, MS, NC, NY, OK, OR, PA, RI, SC, TN, VA Any person or organization for whom the Named Insured has agreed by written contract executed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 00 03 13 ©1983 National Council on Compensation Insurance. cy PoliNo. Countersigned No. Endorsement Premium Page 1 of 1 9016877001 Sentry Casualty Company 1 00002 0000000000 21179 O N 85847514-b51d-454c-a68e-be75ff5ffc32 IL 70 58 02 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION = CERTIFICATE HOLDERS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM COMMERCIAL AUTOMOBILE COVERAGE PARTS COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PARTS COMMERCIAL EXCESS/UMBRELLA LIABILITY COVERAGE FORM EMPLOYMENT RELATED PRACTICES LIABILITY POLLUTION LIABILITY COVERAGE ERRORS AND OMISSIONS COVERAGE FORM In the event we cancel this policy, we shall endeavor to also mail to the persons) or organizations) listed in the Schedule for this endorsement advance written notice of cancellation. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organizations) listed or described in the Schedule below to any benefit, rights or protection under this policy. Failure by us to provide this notice of cancellation to the person(s) or organization(s) listed or described in the Schedule below will not impose liability of any kind upon us. Any of these provisions that conflict with a law that controls the notice of cancellation of the insurance in this endorsement is changed by this statement to comply with the law. Schedule Persons) or Organizations) including mailing address: Per the listing of certificate holders provided by the Broker upon our request. All other terms and conditions of this policy remain unchanged. IL 70 58 0214 9016877004 Sentry Insurance Company 1 00001 0000000000 21179 O N ecc6dbi b�566�a90-a486-d55ef474254f Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION -CERTIFICATE HOLDERS WORKERS COMPENSATION The persons) or organizations) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. Such copies of the notice will be mailed as soon as practicable to the address or addresses provided by your broker or agent. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule below to any benefit, rights or protection under this policy. Failure by us to provide this notice of cancellation to the person(s) or organization(s) listed or described in the Schedule below will not impose liability of any kind upon us. Any of these provisions that conflict with a law that controls the notice of cancellation of the insurance in this endorsement is changed by this statement to comply with the law. SCHEDULE Persons) or Organizations) including mailing address: Per the listing of certificate holders provided by the Broker upon our request. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium: Insurance Company Countersigned by WC 99 06 72 (Ed. 09 11) Page 1 of 1 9016877 Sentry Casualty Company 1 00001 0000000000 21179 0 N 820b0871-0750-470a-bc04-19155249ce95 PERFORMANCE BOND Bond NO.: 107588260 CONTRACTOR: (Name, legal status and address) Musco Sports Lighting, LLC 1001st Avenue, West Oskaloosa, IA 52577 OWNER: (Name, legal status and address) City of Anna, TX 111 N Powell Parkway Anua, TX 75409 CONSTRUCTION CONTRACT Date: Amount: $319,211.00 Description: (Name and location) Johnson Park Field Lighting — Project #220381 BOND Date: (Not earlier than Construction Contract Date) Travelers Casualty and Surety Company of America Hartford, CT 06183 SURETY: (Name, legal status and principal place of business) Travelers Casualty and Surety Company of America One Tower Square 2SHS Hartford, CT 06183 Amount: $319,211.00 Modifications to this Bond: None YCS See Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Musco Sports Lighting, LLC �\ Travelers Casualty d Su ety o a► merica Signature: <_ J Signature: t Name and Title: Name and Title: Dean M. Clark, At(orney-in-Fac(and TX Licensed Agent (Any additiw►al signal►u•es appear on the last page of this Performance Bond.) FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: USI Insurance Services (Archilect, Engineer or other party.) 300 Walnut, Suite 200 Des Moines, IA 50309 515-2434724 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the perfonnance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 1 Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; 2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and 3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Constuction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If ttre Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Constuction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. § 8 If the Surety elects to act under Section 5. I, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and tite Balance of the Contract Price shall not be reduced or• set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years ailer the Contractor ceased working or within two years after the Surety refuses or fails The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 2 to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Constriction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perfonn or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 16 Modifications to this bond are as follows: SEE LIMITED MAINTENANCE PROVISION RIDER ATTACHED HERETO AND MADE A PART HEREOF (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address: Signature: Name and Title: Address: The Company executing this bond vouclues that this document conforms to American Institute of Architects Document A312, 20t0 edition 3 PAYMENT BOND Bond No.: 107588260 CONTRACTOR: (Name, legal status and address) Musco Sports Lighting, LLC 1001st Avenue, West Oskaloosa, IA 52577 OWNER: (Name, legal status and address) City of Anna, TX 111 N Powell Parkway Anna, TX 75409 CONSTRUCTION CONTRACT Date: Amount: $319,211.00 Description: (Name and location) Johnson Park Field Lighting — Project #220381 Travelers Casualty and Surety Company of America Hartford, CT 06183 SURETY: (Name, legal status and principal place of business) Travelers Casualty and Surety Company of America One Tower Square 2SHS Hartford, CT 06183 BOND Date: (Not earlier than Construction Contract Date) Amount: $319,211.00 Modifications to this Bond: None YFS See Section 18 CONTRACTOR A5 PRINCIPAL SURETY Company: (Corporate Seal) Company: Musco Sports Lig 'ng, LLC Travelers Casualty Signature: Signature: Name and Title: IWO Name and Title:A (Any additional signatures appear on the last page of this Paytrtent Bond.) (Corporate Seal) M1I. Ctark, Attorney -in -Fact and TX Licensed Agent (FOR INFORMATION ONLY— Nmne, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: USI Insurance Services (Architect, Engineer or otter parry) 300 Walnut, Suite 200 Des Moines, IA 50309 515-2434724 § 1 The Contractor and Surely, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, tnatcrials or equipment The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 1 furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant tinder this Bond shall arise after the following: Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 6 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorneys fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 2 § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the nummtnn period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or Lite Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of t}tis Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum. .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor• of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction COrth'aet. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor, The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 3 § 16 Modifications to this bond are as follows: SEE LIMITED MAINTENANCE PROVISION RIDER ATTACHED HERETO AND MADE A PART HEREOF (Space is pt•ovidea below for addttional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL. Company: (Corporate Seal) Signature: Name and Title: Address: SURETY Company: Signature: Name and Title: Address: (Corporate all The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 4 Limited Maintenance Provision Rider To be attached to and form part of bond 107588260 issued by the Travelers Casualty and Surety Company of America on behalf of MUSCo Sports Lighting, LLC in the amount of Three Hundred Nineteen Thousand Two Hundred Eleven and No/100ths Dollars ($319,211.00) and dated in favor of City of Anna, TX for Johnson Park Field Lighting — Project #220381. Principal and Surety shall guarantee that the work will be free of defective materials and workmanship for a period of Twelve (12) months following completion of the contract. Any additional warranty or guarantee whether expressed or implied is extended by the Principal or Manufacturer only, and the Surety assumes no liability for such a guarantee. Musco Sports Li hting LLC Company of America Dean M. Clark, Attorney -in -Fact & Licensed Texas Agent r TRAVELERSJW Travelers Casualty and Surety Company of America Travelers Casualty and Surety Company St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casually and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Dean M. Clark of DES MOINES , Iowa their true and lawful Attorney(s)-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 21st day of April, 2021. 3 Nwt�a``tr;j y��,�tvahoca y�l►Ft><P� 3rrrowl `v tj ca„r, ll £ a IW1TQr•ORD, � bt' �u+acc State of Connecticut By: City of Hartford ss. Robert L. Rane , enior Vice President On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 2026 Anna P. Nowik, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it Is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect. Dated this day of �Wa�rr� 9Jpttr aN01 ���n _SY` �unrra� 2T ;�wrrorm, c+act rs[ uxv. a d coi+r4. 8 itu y.� et Kevin E. Hughes, Assistant Secretary To verify the authenticity of this Power ofAttorney, p/ease ca// us at 1-800421-3880. Please refer to the above -named Attorneys) -in -Fact and the detai/s of the bond to which this Powerof Attorney is attached. Form WM9 (Rev. October 2018) Department Ot the Treasury Internal Revenue Service rn o. 0 ypT c U o` 2 s+ N c c L V y= w a Request for Taxpayer Identification Number and Certification ► Go to www.irs.govyFormM for instructions and the latest information, on your Income tax return). Name is reouUed on name, Musco Sports t.ighting, LLC 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individual/sole proprietor or C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► Note: Check the appropriate box In the line above for the tax classification of the single -member owner. Do not the LLC If the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC another LLC that Is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC is disregarded from the owner should check the appropriate box for the tax classification of its owner, U Other (see Instructions) ► b Address (number, street, and apt. or 100 1St Avenue West. Pn Rr Give Form to the requester. Do not send to the IRS. 4 Exemptions (codes apply only to certain entitles, not individuals; see instructions on page 3): Exempt payee code (If any) 5 Exemption from FATCA reporting code (if any) (App&es fo eccaunis meinleined oulslda the U.Sj is accoun num e s ere optional) • M Taxpayer Identification Number IN)' Enter your TIN in the appropriate box, The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your, social security number (SSN), However, for a — resident alien, sole proprietor, or disregarded entity, seethe instructions for Part 1, later. For other ID— entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TiN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. 4 2 — 1 1 TO7 T452 Certification Under penalties of perjury, i certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions, You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of Qua, r� Here us. person ►��1/ i Date ► 1 /4/2022 General Instructions Section references are to the Internal R evenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www,1rs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of Information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-1)IV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-0 (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S, person (including a resident alien), to provide your correct TIN. liyou do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat, No. 10231X Form vi/-9 (Rev. 10-2018)