1THE CITY OF PL.EASANT LIVING
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
To: The Honorable Mayor & Members of the City Commission
FROM:
DATE:
SUBJECT:
BACKGROUND:
FUND & ACCOUNT:
AnACHMENTS:
Steven Alexander, City Manager
Agenda Item No.:L May 16, 2017
A Resolution authorizing the City Manager to enter into a contract for
the purchase and installation of vehicle charging stations with ABM
Building Services, Inc., through a piggyback from Choice Par.tners
purchasing cooperati~e, a division of the Harris County Department of
Education.
The City of South Miami is installing a dual-vehicle charging point station
at the Bethel-Gibson Community Center.
The purchase and installation of the charging stations are through a
piggyback from AeM Building Services, Inc., an authorized supplier of
charging stations from Choice Partners (CP) purchasing cooperative, a
division of the Harris County Department of Education (HCDE) contract.
HCDE awarded the contract to ABM Building Services, Inc., as a result of a
competitive solicitation and selection by an evaluation committee. The
contract with ABM Building Services, Inc., expires January 14, 2018.
The total expenditure of $13,743 shall be charged to the Capital
Improvement Program, account number 301-1790-519-6450 which has a
balance of $995,000 before this request was made.
Resolution
ABM Building Services, Inc. Quotation
Piggyback Agreement
Choice Partners (CP) & HDCE Evaluation Selection Form
ABM Building Services, Inc., Contract Term Summary
Sun-Biz
1 RESOLUTION NO: _____ _
2 A Resolution authorizing the City Manager to enter into a contract for
3 the purchase and installation of vehicle charging stations with ABM
4 Building Services, Inc., through a piggyback from Choice Partners
5 purchasing cooperative, a division of Harris County Department of
6 Education.
t<
7 WHEREAS, the Mayor and City Commission wish to install one (1) ChargePoint
8 Station Level 2 with dual bollard gateway unit at the Bethel-Gibson Community Center
9 located at 5800 SW 66 th Street; and
10 WHEREAS, with the electrification of transportation finally taking hold,
11 municipalities need to take a leadership role in developing sustainability policies in
12 . their communities for residents and businesses; and
13
14 WHEREAS, the use of electric vehicles (EV) reduces the gasoline consumption
15 and greenhouse gas emission; and
16
17 WHEREAS, by deploying EV charging, the city will be able to develop deep
18 marketing partnerships with EV drivers, retailers and other local business enterprises;
19 and
20
21 WHEREAS, ChargePoint is d~veloping applications such as "Places" which is
22 designed to help retail businesses connect with EV drivers, convert them into
23 customers, and deliver an outstanding charging experience. Places allows retailers to
24 get access to a high-value South Florida EV driver demographic, and can offer
25 ChargePoint members exclusive promotions and benefits by shopping and charging at
26 South Florida retail locations
27
28 WHEREAS, the purchase and installation of the charging stations from ABM
29 Building Services, Inc., shall be made through a piggyback from Choice Partners
30 purchasing cooperative, a division ofthe Harris County Department of Education; and
31
32 WHEREAS, ABM Building Services Inc., was awarded the contract as a result of a
33 competitive solicitation and selection by an evaluation committee; and
34
35 WHEREAS, the City negotiated with ABM Building Services Inc., a cost of $12,243
36 for the installation of one (1) ChargePoint Station Level 2 with dual bollard gateway unit
37 at the Bethel-Gibson Community Center located at 5800 SW 66th Street; and
38
39 WHEREAS, the City desires to provide a contingency of $1,500 over the proposal
40 amount for unknown factors that may arise during the work; and
41
Page 1 of2
42 WHEREAS, the Mayor and City Commission desire to authorize the City Manager to
43 enter into a contract with ABM Building Services, Inc., for the installation of one (1)
44 ChargePoint station Level 2 with dual bollard gateway unit for a total amount of $12,243.
45 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
46 THE CITY OF SOUTH MIAMI, FLORIDA;
47 Section 1. The City Manager is hereby authorized to enter into a contract for the
48 purchase and installation of vehicle charging stations with ABM Building Services, Inc.,
49 through a piggyback from Choice Partners purchasing cooperative, a division of Harris
50 County Department of Education for an amount not to exceed $13,743. The total
51 expenditure of $13,743 shall be charged to the Capital Improvement Program, account
52 number 301-1790-519-6450 which has a balance of $995,000 before this request was
53 made
54 Section 2. Severability. If any section, clause, sentence, or phrase of this
55 resolution is for any reason held invalid or unconstitutional by a court of competent
56 jurisdiction, this holding shall not affect the validity of the remaining portions of this
57 resolution.
58 Section 3. Effective Date: This resolution shall take effect immediately upon
59 enactment.
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PASSED AND ADOPTED this _ day of ____ " 2017
ATTEST:
CITY CLERK
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND EXECUTION
EXECUTION THEREOF
CITY ATTORNEY
Page 2 of2
APPROVED:
MAYOR
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Welsh:
Commissioner Harris:
Commissioner Liebman:
Commissioner Edmond:
Building Value
EV Charging Station Proposal
ABM Electrical Power Services
152 Technology Drive
Irvine, CA, 92618
Mobile 949.241.5278
kevin.christopher@abm.com
Proposal # KC122216-01 Site 10: City of S. Miami
Date: January 31, 2017
Customer: City of S. Miami
Steve Kulick, C.P.M.
Chief Procurement Officer
Scope of Work
1) Provide (1) ChargePoint Cf4021 dual bollard gateway unit
2) Pricing based concurrent with HCDE Coop Catalog plus additional 5% discount
3) Utilize existing panel, and provide/install (2) 40a breakers
4) Run 1" emt conduit over and down in electric room
5) Cut and trench through 20' of concrete
6) Set car charging unit
7) Set protective bollard
8) Install patch conrete
Please Note this pricing does not includle permits. Those will be billed separately as costs are unknown at this time.
All work to be performed during normal business hours M-F 8am-4:30pm local time.
Exclusions/Clarifications:
1) Does not include permits. or additional requirements from zoning Issues or previous site problems with the municipalities
2) Does not Include abatement of hazardous materials that may be discovered during the course of the project
6130 Sunset Drive
South Miami, FL 33143
(305) 663-6339
skulick@southmiamifl.gov
3) At times, signal boosting antennae are required for the wireless features of some charging stations to function properly. During the original site visit we make every effort to determine the need for Signal
boosting antennae. However, even if signal boosting antennae are not Included with this quote, a need could arise In the future. Due to the nature of cellular networks possible Interference and line of sight
obstructions could create the need for some antennae. Once the Installation of the charging statlon(s) has been completed, the functionality of the wireless network capabilities will be tested. If at that time or
any time thereafter It Is determined signal boosting antennae are required, a separate quote will be provided.
HCDE Pricing
HCDE Pricing
Part Number
CT4021-GW
CTSW-SAS-NOS-COMM1
Installation-#3
Installation-#4
Installation-#5 & #8
Installation-#5 & #8
Installation-#6
Installation-#7
UTY.
1
2
1
1
1
1
1
1
1
Description
ChargePoint Dual Bollard Gateway Unit
ChargePolnt Commercial Network-1 year prepaid per port per year
Provide and install (2) 40a breaker
Provide and Install 1" EMT conduit -90' from existing panel to station location
Cut and trench through 20' of concrete labor
Cut and trench through 20' of concrete material
Set charging unit
Provide and install concrete bollard
SUBTOTAL:
Customer Tax Exempt
Shipping & Handling
Total:
Page 1
Price Each Ext. Price
$ 5,768.00 $ 5,768.00
$ 250.00 $ 500.00
$ 550.84 $ 550.84
$ 2,135.35 $ 2,135.35
$ 855.00 $ 855.00
$ 570.00 $ 570.00
$ 815.00 $ 815.00
$ 823.81 $ 823.81
$ -
$ 12,018.00
$ -
$ 225.00 $ 225.00
$ 12,243.00
I
CONTRACT FOR ELECTRIC VEHICLE CHARGING STATIONS
THIS AGREEMENT made and entered into this '2.1 day of ~\ ,20-.ilby
and between the City of South Miami, a Florida municipal Corporation by and through its City
-Manager (hereinafter referred to as "City") aI1d AMB Building Services. Inc., (hereinafter
referred to as "Contractor").
WITNESSETH:
WHEREAS, the contract for Electric Vehicle Charging Stations was competitively
solicited by Choice Partners Purchasing Cooperative. a Division of the Harris Countv
Department of Education pursuant to RFP #12/051D which allows for the purchase of
ElectriC Vehicle Charging Stations; and
WHEREAS, the contract for Electric Vehicle Charging Stations was competitively
solicited by Choice Partners Pur~hasing Cooperative, a Division of the Harris County
-Department of Education pursuant to RFP #12/051DA and after a competitive bidding
process, awarded a contract, Contract No. 12/0SD-OIA to Contractor; and -
WHEREAS, the City of South Miami desires to utilize the Choice Partners
Purchasing Cooperative, a Division of the Harris County Department of Education
contl:act, for Electric Vehicle Charging Stations and pursuant to authority of the City of
South Miami's Charter.
NOW, THEREFORE, the City and the Contractor, each through their authorized
representative/ofticial, agree as follows:
1. The City desires to enter into a Contract, under the same tenns and
conditions as set forth in the solicitation and the agreement between the Contractor and the
Choice Partners Purchasing Cooperative, a Division of the Harris County
Department of Education.
2. The City has reviewed the contract and agrees to the tenns and conditions to
be applicable to a purchase order to be issued by the City and further agrees to the fair and
reasonableness of the pricing. Contractor hereby agrees to provide such goods and/or
services, pursuant to the City's purchase order made during the term of this agreement, under
the same price(s), terms and conditions as found in the· solicitation documents and the
response to the solicitation, pertinent copies of which are attached hereto as Attachment A
and made a part hereof by reference, and the agreement and/or the award between the, a copy
of which, including any amendments and addendums thereto, is attached hereto and made a
part hereof by reference.
3. All references in the contract competitively solicited by Choice Partners
. Purchasing Cooperative, a Division of the Harris County Department of Education
pursuant to RFP #12/051DA and Contract No. 12/0SD-OIA. Contractor. shall be assumed
to pertain to, and are binding upon Contractor and the City of South Miami. All decisions
that are to be made on behalf of the between Choice Partners Purchasing Cooperative, a
Division of the Harris Countv Department of Education competitively solicited by the
Thomas F. Pepe-OI-1l-16
Page 1 ofS
Choice Partners Purchasing Cooperative, a Division of the Harris County Department
of Education pursuant to RFP #12/0S1D and Contract No. 12/0SD-OIA , for Electric
Vehicle Charging Stations Computer Equipment and its agreement with Contractor, shall
be made by the City Manager for the City of South Miami. The tenn ofthe contract,
including all extensions authorized by the contract shall not exceed five years.
Notwithstanding anything contained in the RFP and Contract or the Choice :Partners
Purchasing Cooperative, a Division of the Harris County Department of Education
contract to the contrary, this agreement shall be governed by the laws of the State of Florida
and venue for all dispute resolutions or litigation shall be in Miami-Dade County, Florida.
4. Scope of Goods and Services. The scope of goods and services are set forth
in the attached Attachment B.
5. Contract Price. The contract price for the good and services is set forth in,
the attached Attachment B. lfnot otherwise set forth in the Choice Partners Purchasing
Cooperative, a Division of the Harris County Department of Education
Agreement/Contract, the Contractor shall be paid upon delivery of all the goods, the
completion of all the services and after final inspection by the City that approves of the
goods delivered and the work perfonned.
6. Grant Funding: This project is being funded NI A and Contractor agrees to
comply with all the requirements of that Grant, applicable to the delivery of the goods and
services that are the subject of this Agreement, and that are within its power to provide and
to provide all the documentation within its control that is required for the City to be able to
recover the contract price pursuant to the terms of the grant. A copy of the grant is attached
hereto and made a part hereof by reference.
7) Public Records: CONTRACTOR and all of its subcontractors are required to
comply with the public records law (s.119.0701) while providing goods and/or services on behalf
of the CITY and the CONTRACTOR, under such conditions, shall incorporate this paragraph in
all of its subcontracts for this Project and shall: (a) Keep and maintain public records required by
the public agency to perfonn the service; (b) Upon request from the public agency's custodian of
public records, provide the public agency with a copy ofthe requested records or allow the records
to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided
in this chapter or as otherwise provided by law; (c) Ensure that pub\1c records that are exempt or
confidential and exempt ITom public records disclosure requirements are not disclosed except as
authorized by law for the duration of the Contract tenn and tbllowing completion of the Contract
if CONTRACTOR does not transfer the records to the public agency; and (d) Upon completion of
the Contract, transfer, at no cost, to the public agency all public records in possession of
CONTRACTOR or keep and maintain public records required by the public agency to perfonn the
service. If CONTRACTOR transfers all public records to the public agency upon completion of
the Contract, CONTRACTOR shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps
and maintains public records upon completion of the Contract,CONTRACTOR shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public records,
in a fonnat that is compatible with the information technology systems of the public agency.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
Thomas F. Pepe --01-11-16
Page 20fS
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT 305-663-6340; E-mail: mmenendcz@southmiamitl.gov; 6130
Sunset Drive, South Miami, FL .33143.
8. Waiver Jury Trial: City and Contractor knowingly, inevocably voluntarily
and intentionally waive any right either may have to a trial by jury in State or Federal Court
proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the
Contract Documents or the perfonnance of the Work thereunder.
9. Validity of Executed Copies: This agreement may be executed in several
counterparts, each of which may be construed as an original.
10. Attorneys' Fees and Costs: In the event of any litigation between the parties
arising out of or relating in any way to this Agreement or a breach thereof. each party shall
bear its own costs and legal fees. Nothing contained herein shall prevent or prohibit the right
to be indemnified for any attorney fees incurred in the defense of an action by a person or
entity who is not a party to this Agreement.
11. Severability: If any tern) or provision of this Agl"eement or the application
thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to persons or
circumstances other than those to which it is held invalid or unenforceable, shall not be
affected thereby and each tenn and provision ofthis Agreement shall be valid and
enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, and as the duly authorized act of the parties, the undersigned
representatives of the parties hereto have caused this instrument to be signed in their respective
names by their proper oftlcials on or before the day and year tirst above written.
;::~-Zr:::::~~~NC.:
t>~~",\\ .. V\~ ~(,.IJ\<A ~ ~ 'ie.-.~", C~t ..... \·~W (type;a~l~e;l~dtitie ~~s~ato-;y above)
ATTEST:
By: ------------------------Maria M. Menendez, CMC
City Clerk
Read and Approved as to Form,
Language. Legal ity and Execution
Thereof.
By: ________________________ __
Thomas F. Pepe
City Attorney
Thomas F. Pepe -Ol-1l-16
CITY OF SOUTH MIAMI
By: ---------------------Steven Alexander
City Manager
Page 3 of 5
ATTACHMENT A
Choice Partners Purchasing Cooperative &
Harris County Department of Education
CONTRACT AND SCOPE OF SERVICES
Thomas F. Pepe ... 01-11-16
Page 401'5
1/412017 ABM Building Services I Electric Vehicle Charging and HVAC I Choice Partners Cooperative
ABM Building Services, Inc.
Contract Category: Electric Vehicle Charging Stations (JOC-IDIQ)
Contract Number: 12/051DA-Ol
Contract Terms:
Initial Award Date: January 15,2013
1st Renewal Start Date: January 15,2015
2 nd Renewal Start Date: January 15,2016
3 rd Renewal Start Date: January 14,2018
Current Expiration Date: January 14,2018
Renewals Remaining: 0
CP Contract Manager:
Joann Nichols
j oann@chQicepartners.Qrg
713-696-2122
Contract Partner: ABM Building ServIces, Inc.
• Contract Partner Web Site: AS M http://www.abm.com
;'.' Approved Market Area: National
Bulldlng Value
APPROVED PRODUCT OR SERVICE:
Electric Vehicle charging stations
TO PLACE AN ORDER:
Contact the vendor for all your needs 866.226.2838
PRICING: Is according to the contract on file with CPo
Freight Terms: -
MWBEIHUB Status: Not Certified
DUE DILIGENCE: Download
CONTACT INFO
For SALES
Kent B. ElUs
152 Technology Drive
Irvine, California 92618
Phone: 949-330-3060
https:/!IJvww.choicepartners.orgtprlntvendordetails.php?id=1379 112
RFP # 121051DA
5.0 CONTRACT TERMS AND CONDITIONS
Thoso Con1mOt Terms and Condttfona ar\I pllJ'I; of the final QOlJtraot in OMh product and/or S~IC0 conKact a.warded 118 8 l'IlSult
of ilUs RFP and are pm of tho torms and conditrons af eaoh Purohese Order or pnlposal forms issued In oonneotron with this
RFP. Vendol'll oro responsible fur ldentllYiog any Clxooptfons to theso wrma and cOIldltiollll. ANY §XQjPTION§l MUW' II
NOTED DIRECTLX BJU.QlY EACH OF TIlE UmGTIVE lEgs AND CONDITIONS. ProptSsals tbM IU'e
qualified willi conditional amuses, ite)1)ll oot culled for, or othor irroaularlties may bo oonsfdored non-responslvo by
HCDEtCPC and eliminated fieotn further eonalderatlQn.
CONTltACT BETWEEN
HARlUS COUNTY DEPJUiTMENT OF EDUCATION AND
f\bM. t3tA.U ... DI*"Co 'SsRrllt.6S, L.t.(!, ("VlIDdor")
To Fumlsh, Install, Repair, S~l'Vico, Purchase, Leaso. and/or Lease-Purohase EleoulCllI VeblGlc Charging StatlOllll and Relatect
ltemff.
This Con~t Is enterod Into \lclweou HCOE and Vendor. having submitted a proposal in responsl:I to RFP # 12/0S IDA isaucd
by HClJE/CPC IUId whose proposal haa been Ilc~Uld and awarded by RCDS. In oonsldamtlon of the mutual OOVIlIlI\t1ts and
condlt!ona contalne<lln thIs CoJi1raot and other good IUId valuable collsi4oratloll. the receipt and 9Ufficienc), of which are
hueby Ilcknow1edS9d, HeDE and Vendor, Intending to be legally bound. and 9ulUect to tho terms, conditions, and provlllloDs
oftltls Contraot, agreOIl8 tbllows:
5.1. Definitions
The tenns used in ilils Contract shall havo tho meMll1gB aJJslgned to theM In Section 1.0 Notice ofInteltt of tho RF.P.
S.2. Usa orContrset b)' JICD~ members
Vendor agrees and understands that this RF~ and Contract may be used to ~lish work for. HCDE ftIld HCDE
mllmoors.
5.3. Contract Terms; Ame_dlumlt
The tenltII and conditlons of this COlulact ahall govern all proouremlll'ltil conducted hllrllunder. No pre-publisltcd terms
on Vendor's Purohase Ordl!r. aokuowledgtnents. Invoice.'!, or othClt fonus ahall have any fbro~ or e:t'feclt UWC38
elCpressly Bgreed tQ by the IlCDE member and Vendor. No amendm"llt of litis Cclitraal shall be pennltted unless IUld
until first approved in writing by HCDB and. If necessary. the HCDB member(s), and no lIucb amondment shall haV6
any eflCat unloss and until It written 8tlltlndment 10 this CQntract is executed by the acon Superintendent or Ids
dcalgnee Ilftor tmy neoe:l9ot}' approvals havo been obtalnod from tho HCDB BoQtd ofTrusteas.
5.4. Term or Contrnctl RenOQI of COIIttact
Tho InitJal term ofdlfs Contr.ct is1br It period of~ (2) years. withaCOE haviug the optIon to renew the, Contraot
for tllrea (3) BdditlOhlil oM-YCqr terms, ~t HWB't; solo disoretion. unloss otherwise spllllitled III Sectioll d.O &lope of
Propos .. l. Consequently. the 1otu! 10rm <lfthe COntl'aot may bl! fur n p$riod DlOve (5) yeatll. The phraso "Term" III
tbis Conttao' shall mean the then-current Term oftl1o Contmot. whether an initial tonn Dr a renewal tetm.
~.5. TertninatloD ofColltt'ftct
This Contract shall remaln In effect until (1) thll Contt'llct expiNl9 by 11:9 terms or (2) the Contraot is termilllltod by
mutual consent ofHCDB and Vendor, In the Bvent DCa breaoh or defflult oltho ContrllOt and/or the RFP by Vendor.
HCDE resorve& the right to enfoM(! the perfonnanco of the Contract in lilly Mllnner prescribed by law or doomed to be
in the best Intereat of HeDE and/or HCDE members. BeOE further ~es tho right to terminaw the Contract
ilnmediately In th6 event Vendor tails to: (1) meot sohadulcs, dolldllnes. and/or delivery dates wltldn tbe time specified
In the RFP, this Contract, aud/or II Purolulso Order, (2) lnnke !lny payments owed; or (3) Otli.Gl'wi30 perform in
aooordance with Ih18 Contract and/or tho RFP, BeDE also ~rws 1M right to torminato tho Contract bnmedlntcly,
with written notIce to Vendot, tfHCPE believes, In Its 8010 disCltctli)n that It is ill the best intGrll8t ofHCDS ondlor
ExclusIon 11-28·12 PagQ 1 of 12.
RFP# I110~i1DA
RCDE 1l1Ombors to do so. Vcmd01' rtlS(!rVOS 1ha right to terminate thb AgteemClnt at 'anytime, without oause and
without penalty Of de:fiwltt by provIding thirty (30) day& written notice to HCDB,
Vendor aareos that HCDE shall not be liable fur dl1lllAgOS In tho event that HeDE decl&res VllJloor to be In dotitult or
breach oftbls Contract and/or tbe m. Vendof futtbel' agRIGs that upon tonnlnatlon of the Contract for any ~n.
Vendor ahall, fn good fblth and wlth reasonable cooperation. aid In the trlillsiHon to My IItIW arran.geml,lnt ilndlor
Vendol'.
5,6. Buy America A~t; Pmalltng Wige Races
HenE IUId HODE members have a pt'6fotcnoo for domestio end produots for suppJies acqulred fur u86 in the UnIted
St~tea when rip811dlrtg fedei'al fimds. 'PllI'Gha'ses that arc mado with non-federal funds or grants are excluded from the
Buy AmerlQ1I Act.
Vendor and an sui2wntractors ofVond.or shall oomply with all Illws regarding prevalling wage rates, fnoludlng, but
not Umlted to, TEX, GOV'T. CODB Cbapter 2~S, IIppllc~le't() the construction of a public work, BIId any related
fcdtltal requIrements. Including tho DAV:lS.BACON ACT. In tho went TEX. GOV'T. CODE Chaplet' 2258 applies
to a prouuct or servico provldlld by Vattdor to HCDE 01' an Heon membor~ Vendor IIIld ltI1y subconlfilCtol'(s) shall
comply wfth the prevailing wRSe ratOll set, by RCDE or the RcnE member.
5.7., Change Orcfors
Pursuant to TBX. EDUC. CODE § 44.0411(a), for HCDB and HCDE members that are Texas school diAtr.lcf.g. If a
chango in plans or spClollicatlons is nec:essaryafterthe performaJlCCl of a Purchase Order haa begun or fflt Is necessary
to deorme or increase Ihe quantity ofWOtk 11> bo performod or of mater.laJg. equlpmcmt, or supplies to be' furnished,
tho HCDE, member may approvo chango orders mllklllg tho changes. the total Plltilhose order pric~ ro.ay not be
Increased boaaulI8 of tho obanges unloss add1tloblil money for Increastd C()atli Is approved fur that plltpOse from
awfillbio money or is provided for by the authorlZation of the lsauance of ~lmll Wll1Taltls. 'the HCDE m~mber may
gtant &elleral authority to 'an adtninistratlve offiCilat to ISf'provo tbfil change orders. A PorOhl\98 Ord01' witlJ an original
oontraot pricCl of$l million or mQJemay not bo lnoroascd underTBX. nDUe. CODE f 44.041J(a) by ,more thIIu 25
percent. If a ohange order fur a Purohase Order with an orlgilllll ctlntract priCD of IC$s than $] miUion InortaBClS the
contraot amount to $1 million or mol.'O, the total of the subsequent change ord.ers JIlIlY not Inorease the rwl!cd conll'lICt
atttount by morc thlUt 25 p:ercelltofthll orlglual O$nlt'aot price.
5,S. CompUance with Laws
Vendor shall comply with all appUoable fllderal, stnte, IIOd loca/laws, statutea, ordinances, fltandarda, orders, roles,
and regulations. Including. as appJlollble, workers' compenrmtion laws, minimum rmd mftldmum aalmy and wage
statute6 a.ttd regulations. prompt pll.ymmntand Ilcenslng laws imd fClgu'alionll, the DA VIS·BACON ACT (40 U.S,C. §
276a /29 cPR P'art S)' ttt. Copeland uAnti-Klckback" Aot (18 U ,S.C. § 814/29 CPR Part 5), tho Equal Opportunity
Employment requil'Oll'Ienta (ExecutIve Orders 11246 nnd 11375/41 CFR C1uq)ter 60). C(mttaet Work Hours and
safoty Standards Act (40 U.S.C. § 327~330 129 CFR Part 5), the McNamara:-Q'Hara Service Contract Act (41 U.S.C.
35'1), Seotion 306 of tile Clllltll Air Alit (42 U.S.C. § 18S7h. Section S08 oftho Clean Water Act (33 U.S.C. § 1368).
Executive Order 11738. Envlronmental Protedl.on Agenoy regulatlons (40 CPR Part 15), Administrative
Roquiromants for Gmnts and Cooperative Contraots to state. local, and fcde/:lllly recognized Indian 1riballJowrnmc.nts
(24 CFR Part 85), mandatory lltandards and pollcf,es contained in tho state energy conservatiol1 plan Issuod i[J
oomplianlX! with the Bnergy Polloy and Collservation Act (Pub. L. 94~163, 89 Slat. 871), and all appllcabltl
requlroments and regulu1ions, includlnS those related to reportinS, patont dghta, copydghts, data rightll and tltose
mandated by federal agonolos mwS awards of fedornl funds to HCDE lIlld/or HCDE memb"l'8. For the eml",
duration of t1Us COotraot, Vendor and aU Bubi;onttMl'ora shWl maJntaln all required Ilconses, oortlfioat{ons, permits,
and MY other dooumClntatlon necessary to peJ!tb1'l1l this Conttaol. All permits wUl be acquired by Vendor and Invoiced
to the HCDE member at cost 11$ part oitho Purcbll!!CI Order. unless the permits 8.l'e provided by tho. HCD! member.
Vendor must comply with al\ state and ]000.1 buDding oode requlroments un1ellSotherwlse speDliloally provIded In the
HCOE InCIIlhcr's Purchase Order, and Vendor must pay l'\lJ fees and ohar-goo for COlll1OOtiQn8 to outsIde services and
fot ueo 01 property outslde the project sift!. The statos of Individual HCDE mombers lIIay have rogull\doJl!llUld laws
that govern payruont retention and progre98 payments for publlc projeots. Vendor is respottslblo fbl' beIng acquaInted
wIth Bnd llompJyjng with llIIoh state's ~equlromenta, WMn required or reques~d by IiCDB or an HeDE member,
Vendor sh.aJ1 furnlsb HWE alld/or the aCDB member with satlsfaotory proof of Vondol"s oompllanoo wIth this
provision. '
Exolusion 11·28·12 Page2ofl~
RFP # 12/0S1DA
5.9. ConfldeJ1~nUty
Vtmdor and HODE agt'clCl to SCCUfCI tltoconfidcnfie,ltty orall infonnatlon IUld reoords In aoootdanoe wJth appllc.a1>le=
fodernl and state Jaws, mlos, and f8suJat/ons. Vondor and HCOB/CPC undCl1tlUld that the Family nducattoHal Rights
and Prlvaoy Ag1 (FBRPA), 2t) U.S.C. § 1234 governs ·the privacy Ill\d sClOllfity of oduoaUona.! records and
Infurmatlon and ftg~e to ab!do by FERPA rule! and regulatIons, as applloablo. Vendor also aoknowledgell that HeDn
and munerous aCDE mentbOl'S aro subject to tbe Texaa Fublic Information Aot. and Vendor waives any claim OSlilnat
and ~loasCl D&m lIablJfty BCDB and HOOE! members, their respootive ~fftoCJrS, omployeeB. agents, and attomeys
with teBpect to disCllosure oflnfurmatIon provided under or In this COIltraet or othCfWfso OtOated, a8scmbldd.
mAintained, or hald by Vondol', RCDE, or BIl HCDE member and determined by HOOB or tho Hene member, Ibo
Attorney Gei1ml ofTexM. 1)1' a court of law to be subject to disclowre under the Texflll Publlo Information Act.
5.10, ~erformlllllle Ind PayJrtent Bonds
Vendor agreeg to provide p~rful'1tUlllllCl bonds and/or payment· bonds 88 required by law. ba,ed on the amount or
estlttmted amount of any Purchase Ordor ·for a publio work ()()ntract. which is dOrlfled lIS Ii oolltl'Mt tor constructing,
alterlng, or repalrlng a public bulldlpg or oarrylllJ out or completing lIllY publio work.. Tax. OOV'T. CODE §
22S3.001(4). PUl'IIlIant to 'rEx. OOV'T. CODB § 2253.0~l, ~ perfbr.manoo. bond Is requlred Jf a ~haso Order is In
Ol(less of $100,000 fQt BCOB membo~ that are governmental entities subject to Chapter 2253; a paym6tlt bond is
~equtred if a Purohase Order Is in Cl(oeS8 of $2S.00Q for :aCDE membors that aro governmental entities ~ubjoot to
ehnptor 2253 and are not munl~lpalhiClg or a Joint board created under Subohapw D, Chapter 22 of lire Tex. Transp.
Code, and a payment bOlld 1& tuqufrocl If f1 Purohaso Order Is ill excossof $50,000 for HCDE mombers that Ill'e
govemmontal entitles subJ(If)t to Chapter 2253 and are municipalities or a joint bonrd eccattld under Subchapter D,
Chapter Z2 of the TEX. TRANSP. CODE.
5.11. Title and Risk otLoss .
Whenever HenS 9r an HCDB member is purohaslng (and not leasing) t\ product undor ~is Contract, titlo and risk of
loa!!' Shllll pass upon the IaterofHCDE or tho HeDE metnbO~8 8QQOptanco of the product or paymant of Ute qppllllable
Invoice;
S .12. Warranty Conditions
AU product(s} end/or scJ'Vice(s) provided by the VtlI1dor under Chis Contl'act must be warranted to be free from defects
In material, workmanship, and ftoe from siloh dlJ~ots In design for a period of one (1) year upon the la.ter ofHCDE's
or the HCDS member's acceptance of tho product and/or servio" or payment of tho Applicable inVoice. Vendor
warrants that all products andlor llewicea furnIshed undet this Contraot shall conform in all re8pec1s to tile tennB of
tbls C01'Itrdrit. including MY drawings. speoificatlons, andlor!dQndBl'ds ineorporatcd herein, including, without
Jimltatlon, those detailed in tbe RFP and PQJ'Cba80 Order. In addItion, Vendor wa1'rants that produots IIIld/Ol' services
I\l'e suitablo fur iUld will pertonn In aocordM«I with the purp08~ fur. wh!ah they ore intended. Vendor sholl assume all
liabiUdes inourr~ within the soap'" of consequential damages and Inoidental expenses, as s&t fort.b in the Vendor or
menu:thot~rts warranty. which l'c!Ult from either deliwry or use (If ptoduc~ which does not meet the speoitloallons
w.ithln this: Controot. the RFP, or Purclwo Order. '
5.13. Crlrrdnal History Re'fiew
S0lltt~n 11.0 AttaehmenC i#6-SB 9 Omtractor CerdOcation: C0l1trft~1or Employeell and Att4cllment #1-88 9
Contract()JO CertIfication; SubcontrRct{tt Form must be submltte<l wl1b packet, If applicable.
Prior to commoncrng any work lind",.' tho ContrllOt, lfVeodor con11'acts with HCDE to provide sclVices, Voodor must
certify. on Ute fum provided herein, that for eROb <lovered employee of Vendor who will hBve direct COl1taot with
students, Vendor has obhllned. as required by TnX. BDUe. CODE Seenon 22.0834: (a) $tate criminal hlstol)' rcoord
!nfomtlltlon »'om It law enfOrcement or criminal justice ~onoy or a priVlltQ entity that is.ii1 consumer reporting agency
governed by tllo Filir Credit Reporting Aot (15 V.S.C. Section 1681 ct seq.) for cooh covered employee of Vondor
employed before January I, 2008~ and (b) nationsl criminal history record Information for eaoh employee ofVcndor
employed on or after JanUluy 1, 2008; Vendor must also obtain similar certitlclltioftJI ofcompllanoo with TRX. BDUC.
CODE, Chapter 22 requirotneltts from any subc:ontrl\ctors Oil th~ fonn provided herein. Covered employees wltb
dlsquPllfylng Qrimina! history arc probiblted from ~er1/1n8 at freDE or lit HCDE school dlstrio1 members' locations;
Vondor and lillY 8ub¢ontraotlng entity may not permit a cov~l'ed IlmploYeei to provide servJces at II sobcot If the
Page 3 ofl2
RPP# 1210SlDA
oroployeo has been convicted of'a felony or mlsd,,~eanol' offense that would pl'tMlnt a porsan from being employed
under TBX. BDUe. CODE § 22.C8S(a) (b.t Title 5 felony or an offense requiring registration tiS a $O~ offender and
vrctlm wna under 13 years of llge or was etJrol1ed In a pubUo scitooillt the timo the offenSfl occurred), The criminal
history rocord information rElvlew obllaatlon applies only If Vendor contracts with HeDE to pro1JidesCl'\'lcos: It does
not apply to a contract for the purchase of goods, produots or rea1l)Slate.
5.14. CIl.tomerSupport
Vendor shall provide timely and aQQur~ wobuloal Ildviao and sale& aupport. to HCDBlCPC atflff. and RCDE
membetll, Vendor shall respond to requests for IlUstomer support within one (1) bushtess day after reooipt of tho
request. Vendor shan provide! training to HCDElCPC staff I\nd/or HOOB members regarding products and/or sorvlcell
suppUed by VGndor, at no IIdditlonal charge, Ifrequl5stcdby HCDBI~ cr an HCDB Member.
5.15. BcnE lind/or BCDE Membllrs' Property
In the event ofl088, damago, O~ desb'Uoti()n of any property owned by or loan$d by ReOE or an ReOE member that Is
caused. by Vendor or Vendor's reprusontuttve. agent, employee, or QOlltraotort V(ll1dor ahatllndomnlfy ReDB or the
BeDS membGf and pay 10 HCOS or tho HCDE mambor the full value of or the full cost of repair or replooernent of
Sl.loh property, whldtovM' is grel1tcr, witbin tblrty (30) dAya of Vendor's receIpt ofwrltttm notice OfHCDE's orthtl
HCDB l'nember's detennlnatiotl of tho runoum duo. If Vendor fall9 to make ti.rnoly paym~nt, HebB or the. HCDR
mQrnbor may obtain suoh inoney .ftom Vondor by 1111)' means permitted by law, hicJudlng, without Umrlatlon, omet Dr
ooUl)tetclaim against any moneyothOl'wls0 due to Vendor by HODE I)f theHCDE member.
5.16. Tax Exempt StAtu
HCDE and 1111 HCDE members that are T&XIIS governmental entities 01' agenoiBs are ~empt from paymont of TCDUIS
State Sales Taxes under TEXAS TAX CODB§ 151.310 for the purchase of tangible pOl'lIOnai proporty . .Laws of O!hlijf
states e,overn tile tax !!taws of HeOB members In states othl1l' than Texas. Vendor ropr~BeI\ts and warrants that it sbllll
pay all tl\)(cs or simllar mnounts resulttng from this Contract, Inchuling, without limitation, any fuderaI. state. or local
income.llldeJS or exciso taxes of Vendor or Its employOflS. HCDElCPC and HCDB members shall not 1» Hablo tor any
UU<eS resulting from thIs Contract, oxcept where other,wise required by Jaw.
5.11. other st.Ca Tn: Req'UirenltDts
5.17.1. Payml10tgfTaxes by HCDE Members Qutsldp SlfToxM -HCDE members outside ot'Toxas will poy only
the rate and/or amount of taxes ldootlfiod In Vettdol"s proposal submitted In re8pOl1SCS to the RFP as
appl'Oprllll0 to the epeoitlo HCDE member.
~.11.2. 81$ altd Looal TmnsaqtlorJ rrbilo~S/ Taxes -Too HeDE member Is subject to allllPplicabJa stato and looal
trlUlsaction prlvf1c~ tali:es. Trlll1&actIOI1 pt'lvilege taxos apply to thlij sal'Cl8 of products ami arc tho solo
L'<lIIpolllllblilty of Yond~r, IlS the leller, to romlt. Failure to remit taxes ftom HCDE/CPC and/or the HeDE
member, as tho buyar, does nat relieve Vendor; as tho Beller, from its obligation to remit taxes.
5.18. Stllte of Texas Franchise Tttx
By submitting 1\ proposal in respollSu to tho RFP. VeDdor certifies that Vendor is not OUlTently delinquent in Vondor's
payment of any ftancbillC ~ or other taxea Dwed to the State of Toxas.
5.19. Tax ResponslbWtles of Vendor and IndemnUlcatlc1U for Tues
Vendor \s respOlUdble for complying with the 1ax Jaws of states and the federal govonnnent. Vendor and all
8uboontrtWtor(s) of Vendor shaH pay all federal, IItak\ and local taxes applicable to Vendor'S opol'l\tion, any pel'soi18
omployed by Vendor. and all suboontraotora of Vendor. Vendor shall require all subcon1ractors to hold HeDB I!lld the
HCDB member harmless from any responsIbility for taXes. damages, and Interest. Ifappllcable, contributions n:quired
under fedoml, IlUUe, and/or local laws and regulations and any other costs. Includlng, but not limIted to, tnmsl\ction
privilege tQKeS, unemployment componsation insomnllo. Soolal Security, and Worker's CompensatioD, shall bo tho
sole resp01llllbllIty of Vendor.
Pago4 of 12
RFP # 1210SlDA
S.20. msW.9
To rocoive payment tinder this ContrIlQt, Vendor snallltavo a current lAS. W-9 Fonn on file with the HCDE momber.
5.2). Assignment OfCOlltract
Vondor may not lI.ntgn ibis Contract or any of It II rights, dutlos or oblfgatlons het'llunder wIthout the prior writton
approval of RCDa. ADy attompted IIsslgnm0l1t of this Contr/lQt by Vendor shall be null and void. Any Purllbaae
Ordll1' made as , result of this ContMot may not be transferred. assigned, subcontracted. mortgaged, pledgo", or
othorwiso disposad of or ottcmnbered In any way by Vendor without the prior written approval of aCOE and, if
applloable, tho HCDB member.
5.:22. NotmcaUon ofMBtorial Change
Vendor Is reqwred to notIfY I'ICDE/CPC when any material ohange iu QpetatiOI1$ ooours, inoludlng change a hi
distribution rights for awatded productil, bankruptcy, material i}hanges in financial ocmdition. change of ownorship,
and ilia like!. within three (3) business days of such ohllilgG.
$,23. Pel'fomuUlce
Vendor flgfllClS to 1180 comMoroially rcMonable beat effurts to provide tbl) pwduct(a) andlor sorvico(s) SUbject to 1h\.s
Contract. VDI\dor shall fumish all supervision, labor. tools, oquipmmt. permIts, IlC0Il80S, 1nuI$portaijon, InsuraMe~
material, and supplies neoosslUY to oomplote any scope ofwol'k. Purohase Order under this Conttaot.· Vfllndor shall usc
skilled. ttained perso!tt'tel. who shall be supervised by Vondor.
5.24. Sub~tractqJ'll
If Vendor usea 8ub(lOotraotora in the perfurmance of any plIl't of this Contract, Vendor lIhll11 be fully tesp£ll1$ibloto
HCDB and HCDB Inornbors'for all acts nnd omissions of the subootrtl'aQtors. Nothing in this Conl1'act ahall maw fur
the benefit of any such subwntraotor any col)frllCtual ~li\tlon9hlp betweell HCDB and any such subcontractor, nor
shall It orcRtclany obligation 011 the part of RCDB or RenE tnombm to p~y or to see to the paymDnt of any monies
due lillY suoh ~b(:ont1'llOtor except as may otherwise bo required by law. Vet1dor fCpresent9 ~4 warrants that It Is
willing, ablo, nnd oapable of obtaining, supervising. and being responsible for any subconlJactors who per-form andlor
provide produtlts and servioes related to thla Col1lract, '
5.25. No~·Approprilltion
~nowa1 ofthi&Co~ If any, will be In aooordllllcc with TEX. LOCAL OOV'T. CODE § 271.903 conll~mlDg non-
appropriation of funds for tltulti-ylllU' contraots, Notwiihlll:anding any other provision of this Contract or obligation
imposed on HCDa or any RCDE member by this Contract, BenB aJld HCDn mem~1'S shan have the right to
terminate this Controot, any Supplemental Contract. or PIltehase Order wjthoQl: default or liability to Vondor resulting
from !luoh termination, offQ(;)tive as of the B$iration of each budget period of HCOB or any acnE membe.r ifit is
determfned by FIeDE or any HooB member, at their sole discretion, that there are Insuffiolent funds to e/dQttd this
Contract, any Supplemental Contraat. 8l1yPutohll81l Order. The portie!l agree that tb.Js Con1ract, any Supplemental
Contract, and/or any Purohase Ol'der a~ ootnmitments of tho. current revenue of HCDE and HCDE members only.
5.26. Orckr1llgP~cedures
PurohllSe Orders are issood by HCPE and/or HCDE members to tho Vendor l1OOordlngto this Contract and tinY
Supplemental Contrl1Ot between RCOE and the HCDE meMber. HCDE members mUllt send PuNhase Orders to CPC.
unless O1herwlse !ltipulatcd by HCDE/CPC. aCDElCPC may f~quest confirmation of receIpt ot'the Purchusc Order
from Vendor.
HCDElCPC also may eleot to reqwhl e-oommarce funotionallty. in whioh Purohase Orders are sent directly to Vendor
and reported by the acnB member to HCDIYCPC on a spcoified basIs. Tho e-qommeroo approach must be approved
by HCDB/CPC prior to tho start dato of any Term Ilfthe Contract.
5.27. Invotl:es;l"nyments
5.27.1. Vendor shall submit InvoIces, In duplioate, direotly to HCDB or the HCDE I'llembor at the apj):ropriate
location(s) speoifIed hy HCDB or the RCDE member. Baob invoice shall Include HCDS's or the HCDE
momber-s PlU'Chaac Order number lind CPC Contraot Numbof. All invoices shall be itemized to Inolude the
type of produot(s) IIIIdior servloe(s) rendCllcd. Vendor shall submit invoices within a timely manner during
PageS of 12
RFP # 12fOSlDA
HeDE·s or the HCDB D1~,"ber'a fiS<lal year In whloh tho product(a) and/or sorvige(s} aro p\1whllSoo. The
shipment baoklng number or porllnent Information tOr wrltlQatlon of HeDE's OJ' the HCDB rnernbet's
tOOeipt shall be made available upon request by ReDE or the HCDE member.
5.27,2. HeDB or Cho HCOE mllmber will make p~cm18 dlr~tJy to Vendor. HCDE or the HCDB membl!\' plaolng
tho Purohasll OtdOl' with. Vendor shall alono be liable and/or responsible fur payment fur produot(a) and/or
scrv!ce(s) ordered IIlld must be Involced dkeetly by Vendor. Nol1hor HCDB nor ill)' RCDE member shall bit
1!able for the ind.,btedness of any 0110 RCDE member.
5 . .21.3. TEX. OOV'T. coon § 2251.021 shall govern when payments are due to tho' Vondor. Payments ate due to
Vendor by HCDB and any·HCDE member whoso governing body meets only once It month or less
frequently, wlthbt forty-five (45) days aftor the later of the folloWIng: (1) tho date HCDEiCPC or tltll
HCDE member raoeivei the products ~d SeMOOB under tI» ContraCt; (2) the rlfIte the perfumtanllO of tho
servioe under (bo Contract is colltplQtedt or (3) tho claW RCDE/CPO or the HCDB mfilrnber rcceivea an
!n\'o!co for the products or aervlce. Por HCDB membei's whoso aowrnlnS Irodl08 meet moro than once a
month or mOn) ofton, paymellta arc dllO by thGSO RCDB members wUbbt thirty (30) days after the Illter of
1fIo following; (I) 1ho date tha HCDEmcmber focoives product(s) under the Contract; (2) tho date the
perfo111tance0fthllllllrville lUldel' tho Contraot Is completed; or (3)tlto date the RCP! mombfilr receives an
Involoe for product(s) 01' seIVlce(s). Vendor (I8I1ea ro PIlY any SQb.contrAOtQJS the appropriate ,hare of the
payment receIved from HenE or tho HCDE member !lot later than tho tenth (10th) day after the date the
VcndorJ'Oodves the Jl4l!lUont from RODE Dr tho HeDB mornber.
'the \!XQCptiOD6 to pll)'mllnts made by HCDB, an aCDB ttlcn'lbei', and/or Vendor listed in TEX. GOV'T.
CODE ~ 2251.002 shall apply to thls Contract.
S .2&. Reporth.,
Tho Vendor-shall provido HCDEiCPC with a dolalled .InQ!ltbJy report showJng the total dollar volume of all sales
\ll1det this Conttaotfor the prllYioUS month in Microsoft Excel format, in the fonnat and with the infonnalion spe9ified
by HCDBlCPC. Reports aro duI'J on iho fifteenth (15) clay of the month, after the close of the previous month and
,haU provide lufonnatton !'egardlng Purcl!.asi) Ordors during the prevtous months. Vendor ill reijlQuslbJe for collootbtg
and compiling all fal" under this Conltact from all HCD~ members and 8ubmittiog one (1) consolidated monthly
teport. The montbJ.y ~port stuUI include, at a minbnum, lite date of eaob Purchase Order, Ptn'Ohase Older humber,
HCDB mCl111bor name, oltyltown PurohBstI Order total dollar atn0wrt. and percent complete. Reports shall be submitted
In an electronio format to CPC at 6005 Westview, Houston, Texas 771)55, or eleoironioally nralled to
Jnlchols@hccfe.texu.org
5,29. Pricing CJIIUlgos
All prices and dlsoount perollntages In Vendor's proposal shall be finn for tbo'Term of this Conll.'llct. Pricing may be
nllgolfatcd during the) Contract renewal perioll Vendor agl'OOl to p1'(lmptly lower tho prapOttiol'.ato ptiCG of any
product purohascd through this CoTltraCt followfng a reductlon In the prIce the Vendor Is paying suppliers. AD pdclng
submitted to HeDS In Vondort~ proposal shall lnolude tho admhtls1I'8tlve fee to be remitted to. HCPFJCPC by
Vendor. It ill Veudor's tfllJpoMlbUity to keep all priolng up-to-date and on filo with HCDEiCPC, All prico c:haflges
shall be presented to HCOBlCPC fur acceptance or rejection by HCDBlCPC. in [ts sole discretion. using the 8ame
fonnat as was a<lQepted bt Vendor's original proposal: aU prloo changes for products and/or services provided under
this Comet must bo approved, In writing, by HCDElCPCprlor to taking efteot.
The following doomn~tIltlo.n ~lutll be pn)vlded to suppal1 " requilst tor a price Blutnge:
• jwtifiOiltion fur alumgellnoreaso
, terms end conditions
• market conditions
.. manufaot\U'ers '/dls1ributots' itnP8Ct. ifany
AU priDe decrease! shall be allowed tOr all produets and/or sernces.
Exoluslon 11·28-12 PIIge6of12
1·
RFP# 121(}SlDA
5,30. CPC AdminbiratIvo Fca
HCDElcPC will invQ4cC! VendofJ on II monthly basis, fbrtho CPC Admlniglrativo Fec calculated as follows:
Annual Sales Using coo!*lltlvo Contract
$0-$1250,000.000
$2.50,000,001-$500,000,000
$5001000,001 • $75Q,OOO,OOO
(750,000,001 • $1,000.000,000
$1,000, .,00, 0001 t
Administrative Fec
2.0%
L7S%
1.50%
1.25%
1.00%
. The In"oloo will be bltSed on total salell made through the contract, vendor shall romit payment of tho CPC Feo made
payable to Rm·County DepartmentofBduoation no laterthBIl thirty (30) days following recofptoftho involclI.
Failure to pay the CPC Fec,in a tlmoly manner may l'tl9Uit In Vond<lr brcnohlng the con1raot and may result in
HC.ow.CPC lIulpcnding ortermioatfng th'" contract. Vlmdor shall hOllor and pay RCDB the CPC Fee for any Bales
resuldng from the contrlWt that occurred within thftly (30) day!! of1ho explrtrtion or termlnBtlon of the oontrilCt.
5.31. Record.t Retention
Vendor shuUUlaintain ItJJ r~rdll and QOoountlllll El manner1hllt shall 8!lSUt4!I !l t\JIJ aooounting for all product(s) and/or
servleo(s) provided by the Vondor to HCDEtCPC atldlor HCDE mmlbers under this CoD~. ThCl~ ~tds and
acoounta «hall ~ retalncd by VCI~dor end made I1vailabl(l :fur reviow by aCDBlCPC and HCDE members for a p6rlod
of DOt leBli th.n three (3) YIlal'8 from tho date of completion of ~ aervlce(s). receipt of product(s}, th~ dato of the
re<lDlpt by HCOE or th., HCDE member of Vondor'sfwal Invok» or olalm for paylrtent In colllleotiOD with this
Con1t11ot, or the dato RCDE or inc HeDE member makos tInal paymonts and alOlies pending matters in lJonneofion
with II federal grllllf. wbtcbever is later. If an audit or II. complillooo revlow ha$been announoed, the Vendor shltll
retalll its records and accounts untU suoh IIll.dit or compliance ravlcw baa been completed.
5.32. Rfgbt to RevIew, Audit aad lru!pe~t .
HCDJUCPC. HCD.B members, any federal agency that bllS.Awarded fedoral 'funds/grant(s) to HCDE 01' an HeDE
mcmbot, and tho Comptrollttr General oltho UnIted Stlltes, and/or any of their authorJztld reprcscnt«tlYos, slnll~ upon
wrltWn notloo, h~'Ve tho light to audit anc:l oxamlno all of Vondor's records and aocowrtll relating to tltlll Contract and
inspect any project perfilrmed by the Voodor relating to this Contract. :Reoords BubJect to llUditlrevlow shailinoludo,
but aro DOt IImltBd to, all Purohlue Orders resulllllg fioQrn this Con~ and records Which may have a. bearing .on
matters of Interest to HCDE anel/or HCDB mClllber(s) !n Qonneotiol1 with the Vendor's wotk for HCOB and/or HCDB
ml1mbers, and shall be open to inspection IItld subject to Iludit!mr[ow andlo!' reproduction by HCDElCPC, HCDE
mllmber, IUldlor thclt lm1horlzed representllfive(s) to the extent necessa.'y to adequately permit ovaluatlon IIl1d
verificaffOn of:
5,32.1. Vendor's compliance with this Contract: and the requirements oftha RFP.
5.32,2. Compliance with procurement Jaws, policies, snd prooedul'09, inuluding, without limitation,
reviowinWcomparing priolng 011 Invoices and the appropriate RS Moans unit price book for JOC work
perfurmod :lbr HCDE and/or HCDa members.
5,32.3. Compliauce wlth provisions f'crcomputlng blUlngs to HCDBlCPC and/orto BCDE members.
5.32.4. Any other matter rolsted tc this COlltraot.
5.33. Indcmttlnlllltion
¥gNDOR SHALL INDEMNIFY AND HOLD ~ESS "CDE AND BACH HCPE MEMBBR. INCLUDING
HeDE'S _AND HCQE r\.1EMBERS' TRUSTEBS, OFFICERS. ADMINIStRATORS. E~IPLOYBI!S, AND
AGENTS. FROM ALL CLAIMS, LIABILITIES. COSTS, SUITS Qf' LAW OR IN EQU1TY. EXPENSES.
~QNAJU,B ATTORNEYS' FEES. FINES. PENALTIES OR DAMAGES TO 1HE EX.mNT ARISING PROM
THE NEOUOENT OR lNTENTIONAL AC1'S OR OMISSIONS QF VWDOR. \IENPOR'S Ejl\1PLOYEES.
MfHNIS. QR SUBCOij'l1~CTORS, IN CONNECTION wrnl nllS CONTRACT. INCLOOING .,WI'I1l0UT
Exclusion 11-28·12 Page7ofl2
RFP # 12105 lDA
LIMlTAIrON. THOSE ARISING ROM CLAIMBD lNlRINOBMBNl' OF ANY PATENTS. 'l].APBMARKS .
.c.OP\lRIOHIOR OTHER CORRB~EONDINO RIOHT(S) BY YBNOOR WHICH lS mATED TO ANY IIBM
VBNDQR IS REQUIRED TO DBIJYBR, YBNOOR'S OBLIGATIONS UNDER nns CLAUSB SIi:6J.k
SURVIYB ACCEPTANCE ANI) PAXMBNTBY HCDE ORTHS HCPEMBMBgR.
5,34. Governing Law .ad Exllluilive Vonue
ThlllaWB oithe Stato ofTIlXQ9. wIthout regard to its provisions on confliots oflaws, govern this Contract. Any dispm«:
undloll this ConttftQ& Involving aCDE mu.st be broughtexcluslvoly In the state aad fe(;leral (lOuris located in Houston,
HarrIs County, Texas, IIt'Id 'tho partle$ hllteby submit to the oxolU5ivo jurlsdlotlon Of said colU1s. Any dispute not
InvoNing HCDE but involvlt'lg an RCDB Inember IItld Vendor shllli be govorned by tho lQW9 of tho state of the gCllE
member, wltOOUf regatd tl5 illl provIsions on conflicts of laws, an(f exolusiVl' jurisdiction and wnuf) shaH He in tho oity.
county, Il11d stato of tile HOOB rnetnber.
5.35. MldtlpllS Contract Awar<b; Non-ExclusMty
HOOB nserves th~rJght to aWlU'd mUltiple contracts undor the RFP, Inctudlns multiplo contracts for woh
produotlsorvioe oategory. ProductJScrvioo categories lito cstablis'bcd at the sole discretion ofHCDBlCPC. Nothing in
tlUa Contract may be cOI18truod to imply tbftt Vendor bas the extllusivB right to ,provide produots and/or 'mloes t()
HeDa and/or ReDS members. During the Term of this Contraot. HCDB and acnn mllmbers rtlllclVe the right to usc
all avallablo 11S01ltce8 to procure ather products and/or sI:rviO<!& 8/1 ncoded lItlel doIng so will not violato lillY rights of
Vendor. Additionally, althougb multiple oomnillfS may bo awar<fed uader1he RFP, no RCDE membor may compete
Delivery Ordors with other aCDBlC~ Vendors.
5.36 New Produc:tB
New products tlud nieet thrJ speolfications detailed in the RFP may 06 Rdd~ to this Contract, with prior written
approval from HCDBlCPC. Prlolng ot I!ny now produots shall be equlvl\lent to tb" pm)entago discount or proposed
prices fur other slmillll' produllts. Vendor may repiaoo or add prooUots to the oonttllOt If: the replacing products arC)
equal 10 or superior to tho orIginal products offored or discounted in a sftnilar degree or to a greater degree: and tho
produats ntO$! the requirements of the RPP. No products may bo added to avoid compotlt!vo procurement prooedures.
HCDPJ'CPC may rejootBUy propoBlld addItions, without caUIIe, In its sole discretion.
5.37. No Sabstftutlon
Any Pl1rohaso Order Issuod pursUant to this Contract shllll conform to the spccificat.lo"s and descriptiOD9 identified In
this ContraQi lind the RPP. Vondot shall not ~llver sublltItutllll without prior wrltten authorlzadoJ1 from HCDS or the
HCOEmemblll'.
5.38 Penaltioa ,
If !be Vendor is unablo to provide the product(s) or Bervicoa at tho prices qwted In Vendor's proposal or If Vendor
fails to tuffill or abide by the tem1B and conditions of the Contruot. tho RPP, or Q Supplomental Contract, HCD! ol'the
HCD:e membet: ma}' tIlko the followhtg aotion(s), in lbesole dlscre,ion ofHCDE or tho HODB member, and Vendor
agrees to comply with the ohosen aot!on(B):
5.38.l Il18iat that tho V~ndor honor the quoted price(s) 8pco:lfiod In Vehdot's proposfll or lite Supplemental Con:troot,
lIB applicable;
5.38.2 Have the Vendor pay ~\l dIfference between tho Vendor's pr/(le and the price or ~e next aoceptablo
proposftl, as determined by HCDB orthtl HCDE member; ,
5.38.3 Have 1he Vandor pay tho dlfferen06 between Vendor'S price and the Botual purchase pdce oftht' produllt or
sorvico on the open mlltkel:; andlor
5.3&.4 Recommend to RCDE BOlU'd of Trustees thllt tho Vendor no longer be given the opportUnity to &Ubnlit a
proposal to ReDE IUldlor that thIs Contract be tefIn\nated.
5.39. Promotion 01 Contrad Marketing Piau
The marketing of Vendor's company, produot, and/or s«vlces shaD be the sole tCll~on8lbility ofVllndor. HCDElCPC
may only supply Vendor with HenS membel'll' oontaot lists that contBib namo, address, phone numbers, and/or email
addresses. Other Items geared 10mi'd the jolnt.marketlng of' CPC alld Venclor's company, product, anellor sorvJCtlS
shall be at HCDBlCPC's sole discretion. Bncoumgll'lg neDn melnbers to circumvQnt tbls ~ntraot by purchaaing
directly ftoro. Vendor ltUly ~sult In suspension or tmnlnatlon of chis ContraQt, For so long as tbls Contraot is vaUd and
Exoluslon 11-28·12 Page B oflZ
RFP II 1210SIDA
enforceable between tho pa,rtias, VlmdQr agrees to display fll!) CPC seal in its ntl11'ketlng collateral materillls, such Q&
VOfidor's webslto Ilild relnted 1Illlrketihg m.aterlal1J. Vendor shall submit all promotJonat materials to HCDI!ICPC and
obtain written approval before Vendor fmaltzes or publishes pt'0nmtIonal material bearing the HCDE/CPC·Ot CPC
name or seal, V(lndor may not release lilly pross toleasc or other publioatlon r~ding this Contract or HCl>ElCPC
unless IIJId \II1tu HCDE/aPe first approves tho .press release 01' publication in writing.
S.40, '\VllbsJte Supped
Vendor agreoll to cooporl\~ wrth HCDI!JCPC In publlolzlng contl'llOt partloulara on the CPC webslw. Vendol' also Rams to work with HCnll/CPC in updating and mruntaln!ng eurrent Infomlt\tfon on Vendor aotivitles reJatiKl to tho
COIltta.ot at] the OPC webslto, Vendor IIgreo& to provide an electronio version of Its logo :fur URe on 1ho OPC website
upon rcqlJe!/1 and provide other JnfOlmlltion 8$ lelWlnably requeatild by HCDElCPC to help ensure that the CPC
website is current and consillftntly updated.
S.41 • Sllfety
V cndar, Its 8ubC(Jlllraotor(s), and their rsspeotiv6 employees shall comply fuJly witb all applioabJe t"edemJi alate, and
local safety and .health lawa) QrdlnlU1COB, fules, and regulations in the perforQlIlllCe of services under thIs ContJaot
including, without limitation,. tho!., promulgated by HCnElCPC, HCDE members, ahd by the O~pational SRf<lty
and Health Administration ("OSHA"), In caso of c¢n:6tot, the most stringent Qa&ty requirements shll1t govern. Vendor
shall comply with atl !)thor safety S\lldeJln~ and standard& all required by HCDElCPC or HCD~ mcrnbers. Yonder
shall Indernrufy and holel HeD! nndlor 1btl HCDE member hl'lrmleiJs fr!>m IIllG against all claims, domllllds, Bulbi,
aotions, judgmonts, fines. ponalties, and ImbUity of every kind arising from tbl! breaoh of Vendor's obligations under
this pr6vlsion.
5.42. Workforee .
Vendor shlill employ obly ordotly and csmpetent workers. skilled in the pcrfol1!lan~ of the services, If any, whioh
shllll be plll'formed under this Contract. Vl!ndor, itsemp!oyce91 8ubcontracto~, and subcontraotur'a employ~s may
not usc 01' possess any flremns, alcoholic Of ether int()ldoatil1g beveragell, Ulugal drugs or controlled substanoes while
on the Job or on HODS and HCDE mmnbors' property., nor may lIllOh workers be IntoldoaWd or under the infJuonco of
alcohol or drop O.h. HCDE and HCDB mllmb01's' pl~perty.
S.43. Supplemental Contr.«iI
An HeDB mombor and Vendor l1U\y enter into a separate. Supplemontnl Contract. Any Supplemental Contt\'tct
develQJled IIIi El result oftlda Contract and/ortlto RFP Is exclusively bGfWeeIl the :aCDS member and Vendor and shall
have no effect or fnwBct on HCDE, any other HCDB member, or this Contract. Any SlIpplemenfal ContraDt between
Vondor and an I·ICDB member Is olColusivoly boiween that apeoifio flODE membor and Vendor and will be subjeol to
ImmedIate cancClUation by the HCDB.:nem~r (without peDlllty til the HCDE membill') If, in tho opinion of the HeDE
mClJnbot, tho quality, sctVfef, and speoif1clltion requiromunts, andlor the terms and condiflons are not maintained as
stated in tho Supplernentul Contract.
5.44. InSlll'anCe
Vendor 19 reqUired to provide HCDBlCPC and/or the tiCD! member with copies of cel1ifl~t.ea of insurance. naming
HCDE/CPC ·and/or the HCDB membor lIS addl1!onal. Insureds for Texas Workers COnlpon.,ntion and General Liability
Insuranco, bl,lt only to the extent tndomnlfled put'8uant to this Agreement and in relation to tho services petformed by
the Vendor hereunder, wlthJQ 14 business days or contract 1I"lll'" and prior to the CO)l1DJllneement (If aay lVork
undol' this Contract. Certificates ofInsul'lUtce, nalne aDd address ofVcndor, the limits ofUabllity, the effective dates
of eaoh poll~y, and policy number shall be d"Uvored to HCDHlCPC and/or the HCDE member prior to
conunencemont of any work under 'this COlltraot. Tho insurance comp!\t1)' insuring Vendor shall be liCCIIS(Jd In the
State Qf Te.x1lS or the state in whloh thll HCDB moonber JIJ located, and mall be aoocl1table to liCDBlCPC Rndlor the
HCDE membo:. Vendor shall glV!) HODE/CPC or the :neon member a minimum of ten (10) days' not/co prlor to
My modifications or o!lnC(lllation of said poliCies of insurlltlce. V~dor shall require all subcontractors performing ·any
worle under or relating to thts Contraot to mainta!n coverago 8S speolfied below. Vendor shall, III all times during the
'I'em of1hls Contract. mrunllein Insuranoo coverage wIth not less thlill the typ~ and telI,uiremBnls shown b~low, Iftbo
HCDB member hElll higher insuranae requirements than thoso listed below, 8uoh may be added to the Pore_ Order,
Such inaurattce Is to be provided at the sole cost of thll Vendor. Those requirements do not esmbllsh limits of Vendor's
Iiablllty.
Exclusion 11·28·12 Pago90f12
RFP # 121051 DA
All polioies of IMlral10e 9noll walvo all rlghl8 of subrogadcn ~inst HCDE, RCDE memoors, and BeDB and RCDE
members' offiolll'S, cmplOYClIlS and asents, ("Indomnlfied Partlca1') &.lrcqlt 10 the extont lIllY clahn, loss or d~ is
dfrDCtly causad by the Indemnified parde/!.
HCDB 1Ulc1 tho BCDB member, liS requosted. shill! be Damed as an "nddltlonal Insured" on insurance polkies, howevor,
such inclusion as all additional tnsured shall bo limited to thll ~nt suoh parties are indemnified PUl'Sl:llll1t to the
Agreerrumt entered intG IPld related to services performed by Vendor under suoh Agtemtent
HCDs and tho HCDE member tellClVO 1111; rIght to requlro addlttonal Insurance 9hould HCDE or !ho HCDE member deem
Ilddltlonallll8U1'al1Oo necessary. In their Bolo dIscretion.
• Work(lt'S Compensl\tlon (with. waiver of subrogl!flon to HCDB and the HCDE member) Rmployefs
inc1udillS all states, U.S. LongsOOI'OlllCD, Hamor WO.tktll8 and other ondorsemellts •
Liability,
• i Statutory. Md Bodlly Injury by AccIdent: $100,000 each employee. Bodily Injury by DJseas~: $500,000, poney
llmlt $l00,OOG each cmployte. .
• Commerolal Qonaral Lfabiltty Oo¢urrence Form lnoludil1g, but not limited to, Promises aDd Operations; ProduCts
LIability Bromi FOl1l'I ~ Da'mIlgO, CoIttrlitltUlll Liability, Personal and Advertising lrdury tlablllty III1d wher6
Ihe exposure oxlsts. coverage fur WIIterIlrait blastfng collapse, Il1Id oxplosloni, blowout, craterJng and ooderground
dllD)lIge. $300,000 each ODCUmlQOO Lhnit Bodily Iqfury and PropOlty Damage combinbd. 5300,000 Produots-
Complated Operatrons Apgate Llmlt $500,000 per Job Aggrcgato. $300,000 Personal $Id Advertising lqiury
LImIt
• Automobile Liability CoWl'llgIl: $3~OOO Combined Liability Litnits BodUy Injury and Propet1.Jl Dt\IM8e Combined.
MS, Partfc:lpatfon In CPC .
Vco.d6r aoknoWllldgilS and agrees tJlat continlfcd participation In the CPC cooperative purohaslng program III subject to
HCDBfCPC's solo discretion and that VeDdor may bo removed fi'om tho CPC pro8t'Am at lIllY timo, wIth or without
cause. In HCDB/CPC's sole dll/oretion. All work resulting from thlll Contract must OIl86C lnuncdtate!y after complotion
of tho flnal accepted PlIl'Obase Order. Nglldng in tbls Colltlaot or in any other oomtnuniclltlob between HenFJCPC
and Vendor may ho comrtruod all a gulll'tUlt'eo that HCDEtCPC or HCDB members wlll·submit any Purohase Order to
Vendor at IUIl'timo,
S.46. No Ag~ey or Endorsementll
It is tha Intention oltho parties (0 this Contract that Vendor is independent of HCDB and RCDE membors, Is an
fndepertdOl1t oon~omr) flltd Is not an employee, agent, Joint V41uturcr, or tlartnor of HeDE or any RCDE member.
NothinS In this Contract shall he Interprotim or construed 8lI emulng or "!ltabllshlng the relationship of employer and
employeD. 8geOt-jOint venturer or parlner, betweell HCOB and Vendor, any ROOB member attd Vandor, HCDB and
any of Vendor's ageJ1ts. or any RCOE metttbet and any of Vendor's agents. Vendor has no PDW0l' or authority to
assume or oreate IUlY obUg4tlon ot respons!blIl'Y on behalf QfHCDE or any RenE membar, and HCDE and HeR
mChlbClt'8 have no power or authority to allSW11c or orce.te any obligation or reapDnslbility on behalf of Vendor. Tbls
Contract shall not.bo oonstued to create or Imply EUl)' partnel'8hlp, agenoy. of joInt venture. nor shall it be .constnJLKi or
dee!lloo an endorsemont of a speolfic oompany or produi3t. V~ndor agrees that HCDB and HCDE mombers have no
respolUibiUly for any condU¢t of any of Vendor's omployellS. agenf3. representatives, contractors; 01' suboontraotora,
5.47. £qull' Opportunity
It Is th~ polley of HCDS not to dlJloritnlnate on the basis of race, oolor, national origin, aender, limited English
proficionoy or bandicapplng conditions in Its progrltl11B. Vendor agreos not to discriminate llgalast any employoo or
applioant fOl' employment to be employed In tho performlUlce of this Contraot, with respeDt to Itlre, tenure, tenns,
conditions and privileges of employment, or a matter diraotly or IndlrentJ;y relat(ld to employment, because 'of a$C'
(~oopt where based on a bona lido occupational quallfioatlon), Bel( (oxoept where based: on a bona tide occupational
qnIlUfiOll~ton) or ~.color. relfafon, nl\tlonal origin, or onoestry. Vendor fiuthor pgtees thl\t wery suboontract entered
into for the pel'futmance ofthls Contract shall ooutam. a provision requiring DOD·dlsorimlnation in enlploymllnt nmJln
speclfled. bindlDg upon eaoh subQontraotor. Breach of this covenant may be restlrded lIS a Material breaoh of the
Contract.
Exolusion 11·28-12 Page 10 of 12
RFP # 12/05lDA
5.48. Foree'Ml\jeure
Neither HCDE. any HCDE mombor, or VOlIdor shill! bll deemed to havo b~cbed any provJsion of this Conlract as a
result of any dolay. faiIUI'II in pfrimnsnc.e, or iDtcnuptioD. af serville resultlng direotly or Indire()tly nom nets oWod,
network failurCls) acts of oMlor nrlUtary authorities, oM! dl81UtblUlces, wars, energy odsos, h, transportation
contlnpnc[es~ interruptions in third-plll'ty ~Jeo.()mmunIOlltions or Intemot (lqutpmcnt or service, other cataa1rophea, or
any oUter OCOW'rences wblolt arC! reasonably beyond tieOB, any HCDB momOOr, or Vendor's control
HODE, HCDB mombers) iIlld Vandor IIl'O requIred to use due oll&tton and preventive measures to protect against the
offDots oftQroo ml\loure. lind the burden ofprovtng that a forco m~euro event luuI ocoultOd shall rosi on the patty
seeking ",lIet under this provIsIOn. The party seeking roliof due to force majeure is required to Pl'OlUptIy notify the
othllr parties In writing, citing tll$ details of the ib1'QO meJauro ewnt and relltjf sought, and shall resume perfOrmQllOO
JmmcdlRtely after the obstaotes to performance caused by a forct m9Jeure event have been removed. providoo the
Contraot ims IIOt been tllmlinat~. DL'11lY or tldhlto ()fpmbrm~ by either patty to this Contraot. causcu 80Iely by a
forI» mqjcurD event, shall hi! exoused fur the period of dela.y aBused sololy by the force ma,leura evetlt. HCDE. HCl)B
memberll, and Vendor shall Dot ha.v!) any olabn fot damages against any other party t¢.9ulUng from delays caused
. solely by force l1lI\Ieuro. Notwithstalldlng any othet provision: of this Contraot, In the ovent the Vendor's perfurJnano.e
of its obligatiGUS undllr this Contract' 10 4elayed or stopped by t1 force m.t\Ieure llVent, FlCDE .mall have the Qption to
tenulnatc this Contraot. Thls sootton $hallllOt be rnterp.retad as to Ilmit or otherwiso modify any ofHCDE's or HCDE
members' contmctlU!l, togal, or equitable rights.
5.49. Sev,rabUUy
III the event any onu or more of the provlsl()na contained in this Contract shall for any roason be held to be-lnvnlid,
Illegal, or unenforceable in any rospeot. such invalidity. illegality, or tI11el1forccahiJity shall ·n:ot affect DDy other
provisions, and tho Conttaat shall be construed 1(9 if 8uch lilvalid, iIIegel, or unenfotC'eable proVision had never been
contained lit It. .
$.50. WAlvor
No tltlluro on tho pmt otelther pnrty lit nny time to require thIS parformanco by tho other party of/UlY term hcreofshaU
be takon or hold In be a waivClr of luch term 4)r inl.UlY way af&ct such party's right to enforce suoh tenD. and no
waiver 011 tho pllrt of either party of IIIll' term h~reof sItall b" taken or held to be a waiver of lIllY other tmm hereof or
the breacll thereof. No Wi1lver. altet'ation, or modifiOlltion of any of the provisions of this Confl'allt shall be binding
unl~s ill writing 8I1d signed by dnly authorized represontatIws oftbe plU'tlea hereto,
S.51. EnUre A.greement
Thl! Contt'l«lt, the RFP. V~ndor's proposal submitted In response to the RFP, the auaohed and incorporated
attachmonts, addendum, and/or exbibits, if any, and the Supplomental Contract, If any, oontain the entire agreement of
the patties flllative to the purpose(s} of the Contract· and ,uperaede /lilY other ",preaen1alioIl8, agreements,
ammgements, Ilcsntiations, or undel'lltandings, oral or written, between. the parties to this COtlttaGt. In the event of a
oontltct botwe~ fhls Contract lind the m or vendor's proPOSaI lIubmittcd in response to the RFP. this Contract shall
¢OtItrol. 111 thuvent of a conflict botwOlln tho RPP and Vendor's proposal submitted In fllspoase to the RFP. tho RPP
shall control. TbIQ CoMet sup~rsedes aoy confllctiog tenna and oondltiollS on any Putch1l9(l Order, invoices, checks,
order aoknowlodgemcnts, forma. purchase ordcra. or simUar oOMmerolal dOQuments rcillting hereto and which may be
1{l6ue4 by Vwtdor after the BffooUve Dilte. of this Contract
In IIddllion to t/lill Contract. a Supplemental Contract between Vendor and the HeDE member may be.ostablislted to
further dotall the torma and Gondltionsoftbo HeDE member's spwific proJeot. In the ~Went ofa conflict botween this
Contract and tbe Supl'lemental Contraat, !IS to HCDB, this Contmot shpU prevail. In 1h"o event of II conflict between
this Contract and th6 Supplemental Contract! a& to the HeOE member, the Supplemllnta[ Contract sbl\l! prcVl\U llnIesS
the Supplemental Colltroot statos otbol'Wiso.
5.52. Interpretation
Vendor agrees tint thD normal rules of construction that tequirothat any ambiguities Itt dlls Contraol are to be
oonstnlod ilgalnst the drafter shall not be employed In 1h(l intorprotntion of1bill Contraof.
5.53. Notlco
Exclusklll 11·28·12 Page 11 of12
RFP # 12/051DA
Any notice provided under tho ttlrms oftJJfs Conttact by the pllrtle!l to Qny other shall be In wrltlng and shall be &fveb
by hand-dellvory or by certified 01' registered mall, i'lrtum receipt requested. Notlee shall be sufficIent if made or
addressed to tho part)l at the atld1'essllated In the siguatJJm lino o:fthlll Conlract, NOUOD shEIn be dllemed effective UpOIl
receIpt. :eaoh party may oI!mtBIl the address !U whIch. notlco may be sont to dte.t party by a1vlng notice of suoh ohlUlge
to the otber pal'ty by certified mail, return fclOeipt rcquealed,
5.54. C.pt10119
The (lIllltlons herein are fur convcnionce and identification purposos only. are not min. part hcroof. atld are l1Qt to
be oonsidered In the iQt«p~tatl.on oflUlY part hereof.
5.55. Con~adAeceptftdCf lind Signatures
The undersigned V"ndor hereby prclp08es lind agrees to ftlrnlah products and/or sorvicellln mlet compliance with the
term a, specifications. lind conditions of tho RFP, this Contract, and Vend()r 's PtQposaf. 1111) undersIgned futthor
certifies that he or she Is an ofdcer oftbe oompany and has authority to negotiRto and ex>ntrallt for the company nlUlled
below and meet6/BBl'ilos with all oftbe tenns and CmId(tiODll oftbis Contract and ihc RFP.
Company Name
Address
CItylStatal.Zip
Telephono No.
Fox No,
£.maIl AddrcSlll
Authorized Signature
Printed Nome
Position With COOlpIInY
SaIl'.!! Represeruative
~Addrosl
W~baiteURL
~epted by HCDE
Term ofCon!ract 1115113 10 11 14 115
Un1~ otberwiso BtI\tOdJ tIt1s Contmct is for II period of two (2) yean with an option to ICllC!W annually fur an additional threo (3)
years If agreed 10 by HCDB and Vendor. Vendor sholl 001101' all CPC Admlnl8trattve FeC8 fbr any salea re~!llting ftom 1hI& Contract
whether Vendor Is aWl1rded a ronewal or not.
FlCDE AUlhorlzed Signature
PrInted Name: Jesus Amezcua. Assistant Superintend of Business Senices
Contract No.: 12/051DA-ol
ExoJusion 11-2S·12 Page 12of12
RFP #12/0511DA
6.0 SCOPE OF PROPOSAL --------------------------------------------------.-----------
[t is the intention of HCDB to establish one or more contracts to Flll'nish, Install, Repair, Service, Purchase, Lease, andlor
Lease-purchase Electrical Vehicle Charging Stations and Related Items with such contracts to include a job order contracting
component, as applicable, for HCDE and/or RCDE members seeking contractors who possess licenses in their states (where
required) to provide and perform the work as outlined in the following categol'ies:
Vendors are requested to submit a proposal offering their total line of available product3 and services that al'e commonly
purchased by govemmental entities and school districts. Vendors are encouraged to offer any product or sorvice that they
cUlTently perform in their normal course of business. Pricing, scope of work, and applicable terms and conditions should be
included for any additional product or service. HCDE/CP reserves the right to accept or reject any items included by Vendor in
this section.
Awards will be made to the successful Vendor(s) for the total line of products and services submitted. Proposals can be made
fol' any or all services and products described herein. The terms and conditions listed below apply to all categories and lots
within the requested services grouping. Each category and [ot contains additional terms, conditions, and specifications. Jf there
is a conflict between category or lot terms and conditions and. those listed below, the category or lot telms and conditions shall
take precedence.
Purchase Order Rnd/or Job·Order Process
a) The HeDE mem~er may make a request of a Vendor via phone, the web, e-mail, fax, or in person. Upon
notification of a pending request, the Velldor shall make contact with the HCDE member as soon as possible, but
at least within two business days. As projects are identified,the Vendor will participate in ajoint scope meeting,
at which time a Job Order Proposal Request for the individual project(s) will be explained to the Vendor and tlle
Vendor will be provided an opportunity to ask questions and inspect the site. Vendor shall visit the HDCE
member's site and conduct a walk-through/project sooping with the HCDE member's representative to define the
Scope of Work. Vendor shall perfOlID dlle diligence to request and gather pertinent information, including existing
conditions and HCDE member documents, including, but not· limited to, hazardous materials surveys and other
relevant documents. .
b) Tbe Vendor will prepare a Job Order Proposal for the project including a price proposal, schedule, written Scope
of Work lIsing an automated software. system that will provide a line item estimate of Ute individual tasks, the
quantities, the city cost index, Vendor's bid coefficient, and any applicable cost additions (including uny possible
division one line items) and design work that may be required, and additional items within the scope of this RFP
and Vendor's response to the RFP. The line items taken from the UPB and the estimated quantities totaled will be
modified with the application of the city cost index and the cont.ractor's coefficient. Any adjustment factors from
division one will be added to establish the final price as agreed to fOI' tlie project. Cost adjustment factors, as
allowed, must clearly identify those individual tasks (line items) to which they are applicable and include
col'responding percentage. Each Job Order Proposal sl1al1 be good for a period of 30 days unless an extension is
agreed to by Vendor and the HCDE member.
c) HCDE and/or the HCDE member will review the Job Order Proposal and may request changes. Once an
acceptable Job Order Proposal and Scope of Work have been agreed to, the HCDE member mny issue a Purchase
Order and/or Job Order for the project, which must be signed by Vendol' and the HCDE member as a lump sum
fixed price contract. TEX. GOV'T. CODE § 2267.4 I O(a) ("An order for ajob or project under ajob order contract
must be signed by the governmental entity's representative and the conll'actOI'."). The governing body of each
HCDE member that is a goverllmental entity, as defined ill Chapter 2267 of the Texas Govemment Code,
must approve each job, task, or purchllse order that exceeds $50,000. TEX. GOV'T. CODB§ 2267.403(c).
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RFP #12/051/DA
d) Vendor is required to ensure that the Purchase Order and/or Job O.'dor for the project inCludes the
following, as applicable: .
• Th6lump sum price, start date, schedllle, and notice to prooeed, The schedule will include the mobilization,
materials purchase, installation and deJivery, design, weather, and site cleanup and inspection, No additional .
claims may be made fOl' delays liS 8 result of these items,
• The date for commencing work, Upon commencing work, the Vendor will proceed diligently toward
contract completion, Any delay in the work beyond the Vendor's control mllst be reported to the HCDE
member's au~orjzed representative immediately,
• Compensation for received products, terms of pl'ogress payments, and a schedule of paymelits, The HCDE
member retains the right to extend the schedule of work/delivery time or to suspend the work and to direct
the Vendor·to resume work when appropriate, The Purchase Order and/or Job Order must describe an
equitable adjustment for added costs caused by any suspension, Any increases will be invoiced through CP
as allowed in the Contract or RFP,
• A schedule for performance of work that can be met without planned overtime, which shall be Vendor's
responsibility. .
• Monthly progress reports must be given to the BCDS member by the Vendor, The specifics of what is
reported should be described in the Purchase Order and/or Job Order.
• Terms for acceptance by the BCDE member and title to work must be clearly agreed upon and described. If
any part of the work requires the HCDE member to assume control prior to the completion, this must be
defined. Vendor and the HCDE member must agree 011 the definition of what constitutes final acceptance
before payment of any retained compensation,
• Any Supplemental Contract 01' Purchase Order between Vendor and the HCDB member concerning
retainage 01' a substitute security, which must be in full compliance with the state requirements ofthe HCDE
member, including TEX, GOV'T, CODE Chaptel' 2252.
e) After the Purchase Order or Job Order is signed, a copy of the Purchase Order or lob Order shall be sent to CP's
business manager.
t) Each individual Purchase Order or Job Order may be limited to work at II single moilily and will describe the
Scope ofWol'k to be performed. Descriptions may he written, by sketch, andlor by drawing and should include the
location whel'e work is to be performed, whether work Lnay be performed during Regular Hours, the project
completion time, and the price to be paid fol' the work,
g) The Vendor shall perform the Scope of Work within the project completion time 1md for the fixed price of the
Pm'chase Order and/or Job Oeder.
h) No work shall be perfonned until a written Purchase Order or Job Order has been signed by the Vendor and the
HCDE membel'. Any work performed under a Purchase Order 0)' Job Order befQre the VendOl"S receipt of the
written Purcha8e Order Of Job Order is at tbe Vendor's risk.
i) Under emergency conditions, a portion of the Scope of WOl'k may be issued ol'a1ly by the HCDE member's
authorized representative, who will contiI'm the oral order by Issuing a wI'jtten Purchase Order or Job Order within
ten days, In the event of an emergency, Vendor will endeavor to meet with the HCDE mem()er within two hours
(if possible), expediting these procedures with vet'hal Job Order or Purchase Order and a signed field book by the
HCDE member's authorized representative and V.endol', Work may commence immediately as required; howevcl:,
documentation must be provided as soon as possible for this work or for any additionallong-tel'm Purchase or Job
Orde!' work.
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j) Quality Control Issues .
• During the course of the Purchase Order or Job Order, the HCDB member may secUl'e samples, according
to construction industry standards, guidelines, or industry standards, of materials being used from
containers at the job site, and submit them to an independent laboratory for comparison to specified
material.
• Should test results prove that a material is not equal to or better than specified, the Vendor will pay for the
tests. The Vendor will also pay all costs incurred to replace, remove and dispose of non-compliant
materials.
• Should test results prove that materials tested were equal to specifie<i mateJ'i'lI, the Vendor shall be notified
of the results and the HCDE member shall pay the cost.
• Upon completion of thepl'oject, the Vendor shall deliver to the HCDB member all associated as-built
drawings, warranties, lind owner's manuals/instructions.
Ie) The Vendor is required to perfonn all work under a Purchase Order or Job Order which has been issued and
received before the expiration date of this Contract. If the Purchase Order or Job'Order is not received by the
Vendor befol'e the expiration date ofthis Contract, the Purchase Order or Job Order will be considered cancelled.
Purchase Orders 01' Job Orders sent in the last 30 days of a Term should be sent "Return Receipt Requested".
Any Purchase Order or Job Order issued during the Term of the Contract and not co'mpleted before the expiration
date of the Contract must be completed within the project completion/clelivel), time stated in the Purchase Order
01' Job Order, and the rigbts and obligations of the Vendor and the HCDn member with respect to the Purchase
Order 01' Job Order will be the same as if the Purchase Order or Job Order were completed during the Term of tile
Contract,
1) When the Job Order has been completed, the Vendor shall notifY the BeDE member and have the HCDE
member inspect the work for acceptance under the scope and tenus in the Purchase Order andlor Job Order. The
HCDE member wlJl issue, in writing, any corrective actions that are required. Final paymentofa Purchase Order
or Job Order for Wllich progress payments have been made will not be made nntil the project is totally completed
(including punch list items). and the final application for payment is approved and signed by the HCDE member.
m) The Vendor may not refuse to perform any project requested by an I-IeDE member unless such project is
unlawful. '
n) The BCDE member reserves the right to reject a Job Order Proposal or cancel a project tor any reason. The
HCDE member also I'eserve.q the right not to issue a Pm'chase Order or Job Order if in its best interest. The
Vendor shall not recover any costs arising out of or related to the development of tile Pm'chase Order or Job
Order. including but not limited to, the costs to review the Job Order Proposal Request or prepare a lob Order
Proposal.
Ability to Provide and Perform the Required Product(s) aDd/or Service(s)
a) Detail any and all skills, lOlowledge, capacities, capabilities, experience, financial stability, available human and
physical resources, historical background, past and present performance, and licenses to perform and do business
within the states of HCDE members. Confirm that the proposed products/services meet or exceed the
specifications detailed in the RFP and the proposed pricing complies with state and locall'equil'eme'nts.
b) Briefly describe Vendor's variety of manufactured products and services Vendor is offering to HCDE members
through tbis RFP.
c) Indicate whether Vendor is able to provide multiple manufactured materials. Descl'ibe the number and variety of
Electrical Vehicle Charging Stations Vendor is able to offer thl'OlIgh licensed instaUers.
d) Manufacturer's Rep'resentati'{.~: Vendol's must be approved by the manufacturet· to sell/install the brand of
equipment submitted, and Vendors must submit an apPI'ovul lettel' !'i'om each manufacture with theh-proposal.
RFP (revised 9.7.12) Page 32 of63
RFP #1 2105 l/DA
Manufacturer authorization letters must include the Texas education service centel' regions in which equipment
can be sold.
• Dealers, distributors or installel's submitting a response to this RFP for products requested herein or as a
manufacturer's representative must include with their proposal documented evidence from or between
them and the manufacturer certifying that the dealers, distributo.' or installer is a bona fide m~nufacturer's
agent for the specific products or services proposed; evidence that the Vendor is qualified and expelienced
to assess existing conditions,. develop and submit manufacturer acceptable solutions for the product lines
offered; and evidence that the Vendol' lias a good track record with the product. The manufacturer must
support, review, and jssue its guarantee on the work performed and products provided.
• Should the Vendor fail to satisfuctorily fulfill any obligations established as a result of compJeting a project
using manufacturer's products/system under contract as a result of this RFP, tbe manufacturer must either
assume an" discharge such obligations or provide tor their competent assumption by one or more bona fide I
representatives for the balance of the obligations. .
JOB ORDER CONTRACTING COMPONENT
This RFP includes a job order contracting component, as detailed herein. Because HCDE members require different
equipment and supplies, this RFP .is a request for the discount off of catalog or pr[ce list along with a coefficient for any project
that is not only a commodity purchase but also has construction included in the project. . -
6,1 Categorical Definitions
A contract will be established with standard specifications and pricing based upon a coefficient that is applied to II
Unit Price Book (UPB), When a. specific project or Job Order is issued, the HCDE member and.the Vendor will agree
on the Scope of Work, and the cost is. det.ermined by applying the coefficient to the appropriate units in the UPB.
The proposal coefficient should provide reasonable oversight for engineering and architectural (A&E) design to meet
both local and state requirements, Vendor should include as part of its coefficient those services tIlat are required to
obtain building permits and meet local and state standards for design and oversight. Services may be provided via
Vendor'S own staff, subcontraotor, or working with the HCDE member's managers, architects and engineers,
wherever such professionalllrchitecturat and engineering services are required. Selection of architects, engineers, and
other professional services shall be in accordance with applicable law.
If a Job Order or an order issued under this RFP requires architectural or engineering services that constitute the
practice of architecture within the meaning of Chapter 1051, Texas Occupations Code, or the practice 'of engineering
within the meaning of Chapter 100 I, Occupations Code, the I-ICDE member must select or designate the architect or
engineer to prepare the construction documents for the project. ThIs requirement does not apply to a Job Order
contract or an order issued under this RFP for industl'ialized hOllsing, industrialized buildings, or relocatable
educational facilities subject to and approved under Chapter 1202, Texas Occupations Code, if the Vendor employs
the s.ervices of an architect or engineer who approves the documents for the project. TEX. GOV'T. CODE § 2267.408.
Vendors are encouraged to take any Delivery Order of$IO,OOO or more in any region that they are contracted for and
are encOllraged to work with the BeDE member to identify any "JOCable" work that may be available of aoy size.
Prior to Vendor's acceptnnce of any Delivery Order over $2,000,000, Vendor mllst submit t11e Delivery Order to CP
and the HCDE member to determine whether the project is a "JOCable" project -that is. if the project constitutes
maintenance, repair, alteration, renovation, l-emediatiol1, or minot conslruction of a facility, the work is of II recun'ing
nature but the delivery times are indefinite, and indefinite quantities and orders !Irc awarded substantially on the basis
of predcscribed and Pl'opriced tasks, pursuant to TEX. GOY'T. CODE § 2267.403. Tbe finnl determination of
whether a particular pl'oject is a ".JOCable" project and confot'ms to TEX. GOV'T. CODE § 2267.403 is made
by MCDE, if HCDE is issuing the Purchase Ordel', or the neDE member issuing II Purchase Order.
RS Means will be tile unit price book for the job order contracting component of this RFP, using the most recent
edition RS Means' right hand column ("Total Inc. O&P"), including any quarterly updateS provided. An line items
provided in DO proposals are to be carried out to RS Means 12-digit line number, Vendors, at their expense, will
make copies of the UPB available to HCDE members upon l'equest via electronic 01' printed medIa.
RFP (revj~ed 9.7.12) Page 33 of63
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RFP # 12/05 I IDA
Although division one of the UPB will not be generally allowed, special l'equi1'6ments out of division one may be
allowed with the approval or the HCDE member and listed as a separate lille item with all attachment giving a
explanation as to the special need. One example would be a dedicated onsite safety officer, delivery order manager,
and/m 8upel'intendent at aU times during construction. Unless a very large DO is at issue, it would not be covered in
the JOC coefficient. The mere signing of the Purchase Ordel' without the noted exception and approval is not
sufficient.
As defmed, the Vendor's bid coefficient shall include all overhead items, including but not limited to, project
management, office, safety equipment, vehicles and fuel, commUllication equipment, computers, printers, progl'ams,
insurance, transportation, m~intenance, CP Fee, final site cleanup and all contingencies. Vendor's proposed
coefOcient must be less than t.O and rounded to a whole percentage (two plaees) or it will deemed to be non
rcsponsive.
In estimating delivery OI'dern the Vendor shall endeavor not to micro-estimate line items. Micro-estimating is the
intentional breaking down of projects into their smallest components when a single line item or two would suffice. An
example would be the need to replace a dool' where a pI'e-hullg door and frame would be the fastest and cheapest route
to use. Instil lid of the single line item defining the pre-hung door, the estimator breaks down this portion of the job into
individual line items such as door frame, hinges and screws which will unnecessarily drive up the cost to the HCDE
member. This should be avoided and will be looked for during CP's review.
The following line items from division one sections/subsections will be allowed undel' this RFP for inclusion:
Subsection 01 21 53. (Factors Allowance) minus 0121 502000 and 0121 53.502050 "shift work". Sections 01 54
thru 01 93 minus 01 5439.700010 (Small Iools) and 01 74 13.20 subsections 0010 thru 0040. If any allowable
factors are applied to' any line items in a Job Order Proposal and/or DO, those affected line items shall be clearly
identified with associated percentages. Any, line items or entries .fl:om "Crews" Section of the UPB will not be
allowed. Much of division one will be opened, subject to special project conditions on a case-by-case or HCDE
member basis. However, if there are any exceptions to these Job Order Propos&.! and/or DO pricing restrictions, the
Vendor must clearly notifY the HCDE member, in writing, that an exception is being requested and proper approval
will be documented from the HeDE member in the line item estimate.
EXAMPLE: Using sample figures from a lob Order Proposal, the total cost with all of the adjustments would be as
follows:
Total of divisional line items based on the quantities and unit pl'ices from the Unit Price Book, including the
OH&P column := $500,000
City Cost Index: 0.91 adjusted
Bid Coefficient 0.82 adjusted
Pl'emium 1·lours:
DAVIS BACON ACT:
TOTAL COST (as adjusted):
$455,000
$373,000
N/A
N/A
$373,000
When providing RS Means costs as part ofa project's proposal, the following items apply:
6.1.1 RS Means proposals must use the current year, standard costs based on the tbllowing CD titles:
a) Repair and Remodeling Cost Data .
b) Building Construction Cost Data
c) Facility Construction Cost Data
6.1.2 All work proposed under the RS Means method must use Hle RS Means format, even if subcontractors are
used to do the work .. Subcontractor's hlvoices must tie to the RS Means spreadsheet.
6. t.3 An RS Means spreadsheet must be submitted to substantiate the quote given to the HCDE member. Make
sure that the spreadsheet columns are expanded to show the ful! RS Means number and a sufficient amount
of the description.
RFP (revised 9.7.12) Page 34 of63
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RFP #12/05 1 IDA
6.1 ,4, Pricing must be done by Location Codes, National A vel'age will not be allowed. To select the "closest"
location code, the first three (3) numbers of the zip code will be used to determine the city location index in
each state. The same criteria are used by RS Means. .
6,1.5 CP discount, bonding cost, and sales taxes, if applicable, must be shown as separate line items at the bottom
of the RS Means spreadsheet. This information can be handwritten 01' typed on the spreadsheet or Can be
shown on a separate summary sheet. The summary sheet must start with the KS Means spl'eadsheet total and
show the detail for each of the items stated above,
6,1,6 All change orders which list items covered by RS Means must be supported by an RS Means spreadsheet.
Categorical Cost Cmlsideratiolls
Vendor must provide a complete listing of aU products and services that it is proposing to offer under this category,
All prices Submitted must be broken out into supplies, mateIials, reimbursable and labor as separate line items, unless
the item/service being priced is a per unit cost which includes labor, equipment and materials.
Vendors must base material and equipment prices submitted on a fIxed discount off an MSRP or published price list.
If a price list or MSRP is not available, then one of the established method for pricing such items shall be utilized, that
is, RS Means, custom items or sole source.
For labor costs, not covered by other methods, Vend ai's must provide hourly rates, It is recommended that the Vendor
establish a base labor rate fol' each labol' category and then specify Il multiplier to obtain the fate for each state.
Price sheetB, catalogs and/or othyr pricing forms must clearly identifY and describe the supplies or material, its unit of
measure offered and Its stated price. Within the terms of this solicitation, the response documents must indicate the CP
discount off the price sheet, catalog, etc
When providing equipment costs, indicate an hourly. daily and weekly rate,
6.3 Alternative Costing
If a project requires products and services that are not covered by RS Means or a nationally published price list, the
Vendor may obtain three (3) written cost proposals from local providers, The Vendor must use the most advantageous
cost proposal and add its normal and customary markup and overhead provided as part of its response to obtain the
retail cost. The stilted CP discount wlll then be taken to arl'ive at the CP price, All products and services falling Ullder
this cat~gory fillst be'submitted in advance.and approved by the HCDE member prior to being included in. any Job
Order Proposal. If a product or service is required that must be custom designed and manufactured to meet an
individual project site's conditions and/Ol' p1'ovided for a unique application or project, the Vendor lllay provide three
(3) or more written cost proposals 01' quotes from pl'oviders nnd of such custom products and services, Normal and
customary markup and overhead will be addedaud the;: CP designated discount taken,
All products and services falling in this category should be submitted in advance and approved by the HCDE member
prior to being included in any Job Order Proposal. BCE Ilnd HCDE membel's reserve the right to accept or reject any
third-parly cost proposals or quotes provided by the Vendor, If a product 01' service is required as part of the
performance under this RFP can only be obtained and/or manufactured fl:om a single source and falls undel' the sol~
source proviSion of some state's procurement codes, the offeror must provide the HCDE member with the necessary
documentation to substa.ntiate the plII'chasing method.
6.4 lDIQConstructioll-'Generallnformatioll
6,4. [ Conditions Affecting tbe WOl'k
Vendor is responsible tOI' having taken steps l'easonably necessury to ascertain the nature and location of the
work and the general and local conditions that can affect the work or its costs, Any failure by the Vendor to
have done so does not relieve the Vendor from responsibility tor succe,qsfolly performing the work without
additional expense to the ReDE member. The HCDE member assumes no responsibility fot' any
undel'standings or representations concel11ing conditions made by allY of its officers 01' llgents before
RFP (revised 9,7.(2) Page 35 of63
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RFP # 12/051/DA
execution ofthis Contract or a Purchase Order or Job Order, unless such understanding or represenw,tions by
the HCDE member we expressly stated in the Purchase Order or Job Ol'der.
6.4.2 .Record "AS BUILT" Drawings
Throughout the ptogress ofthe work, the Vendor must keep a master set of prints on the job site, on which is
kept a complete, careful and neat record of aU deviations from the drawings made during the course of the
work.
Upon completion of construction, the "as built" prints must be celtitied as to their correctness by the
signature of the Vendor and turned over to the architect/engineer of record for use in preparing a permanent
set of "as built" drawings within thirty (30) cafendal' days after completion of construction.
In addition to reproducible submissions, the Vendor should submit a CADD system (when requested)
electronic file for "as built" documents prepared with a CADD system compatible with the HCDE member's
CADD system identified by the HCDE member'S representative. The HCDE member reserves tIle right to
review "as built" documents at any time. Costs associated with the preparation and completion of the nas
built" drawings shall be part of the vendor's multiplier.
6.5. Debris lind Cleanup
6.5.1. 011 a daily basis during the progress of the work for an HCDE member, the Vendol" must remove and dispose
oflbe resulta~t dirt and debris and keep the premises clean.
6.5.2 The Vendor shall t upon completion of the work, remove aU equipment and surplus materials (except
materials or eguipment that are to remain at the HCDE member's property), and leave the premises in a
clean, neat, and ol'derly condition satisfactory to the HCDE member.
6.6 Materials and Workmanship
6.6.1 Unless otherwise specifically provided in a l'ul'chase Order or Job Order or Supplemental Contract, all
equipment and materials incorporated in the work mllst be new and ofthe most suitable grade for the purpose
intended. Unless otherwise specifically provided, reference to any equipment, material, or patented process
by brand name, make. or catalog number. establishes a standard of quality only. Vendor may substitute any
equipment. material, or process that the HCDE member finds to be equal to that named. To obtain approval
to lise a different equipment, material, or process, the Vendor must furnish the HeDE member with the
manufacturer's name, the model number, and other identifying data and information regarding the capacity.
nature, rating, and performance of the proposed substitute. If requested by the HCDE member. samples must
be submitted for approval at the Vendor's expense, shipping charges prepaid. Materials or processes
substituted without approval may be rejected.
6.6.2 Vendor must obtain the FlCDE member's approval of the machinery and mechanical equipment incorpol'ated
into the work. Vendol' must submit samples of all materials and equipment as directed by the HCDE member
or as required by the RFP.
6.6.3 All work must be performed in a skillful and workmanlike mannel·. The HCDE member may, in writing,
require the Vendor to remove fi'om the work any employee the HCDE member deems incompetent. careless,
or otherwise o~lectiollable.
6.7 Associated Project Support Requirements
6.7.1 Vendor shall remove movable desks and fut'nitut'e in the work area and plllOO such items back in the required
Iocatioll upon completion of the work. The put'chase, delivery, and storage of project construction materials
must not Interfere with the HCDE member's operations.
RFP (revised 9.7.12) Page 36 of63
RFP #121051/DA
6.7.2 Vendor must provide to his project offices. with minimal down time (24 hours service calls), a computer
system with applicablesofiware, including Microsoft Office, unaltered JOC project estimating software (JOC
Works or Cost Works) that is compatible with the currently utilized edition of RS Means, and the current
edition of RS Means. Updates of quarterly RS Means software 01' revised yearly editions will be allowed.
6.7.3 Vendor is required to furnish and maintain a field office in an awarded region, at the Vendor's expense.
Utilities and water at the job sites will be furnished to the Vendor at the HCDE member's expense. Upon
project completion, Vendor shall remove the utility and water· connections at the direction of the HCDE
member. Vendor is responsible for analyzing its electrical needs and the ability of RCDE member to
accommodate such. VendOI' shall communicate and coordinate hls utility and water requests to the HCDE
member. If additional capacity is required above and beyond the capacity that the HCDE member is able to
provide, Vendor is responsible for arranging for the equipment, installation, and removal at Vendor's own
expense. If possible, toilet facilities will be made available by the BeDE member, or the Vendor will make
arrangements for portable toilets.
RFP (I'evised 9.7.12) Page 37 of63
RFP fl.l 2/05 l/DA
7.0 SPECIFICATIONS
It is the intention of HCDE/CP to establish one or more con1ract(s) with highly qualified vendor(s) to Furnish, Install, Repair,
Service, Purchase, Lease, andlor Lease-Put'chase Electrical Vehicle Charging Stations and Related Items, Vendor(s) shall. at
the request of HCDE/CP or lillY BCDE member, provide. these products and/or covered services under the tenDS of this RFP
and the Contract set forth in Section S,!t Contract Terms and Conditions, Vendor shall assist the HCDE member with
making a determination ofit3 individual needs, as stated below.
1. Introduction & Background:
The objective of an Electronic Vehicle Charging Equipment Program is to accelerate vehicle electrification and advance the
use of innovative technologies to supply electricity to these vehicles, leading to significant petroleum and air emission
reductions. Many local govemments, non-profit entities, public and private schools, co(\eges, universities, municipalities,
counties, political subdivisions, and other governmental agencies and organizations are interested in reducing air emissions or
improving air quality in their local communities, and they may wish to use this Contract to implement such a program.
The performance, cost and convenience of using oil as the exclusive fuel within the transportation sector are now being
contested.by electtic technologies, such as plug-in electric vehicles (PEVs). PEV s, which include all-electric vehicles-and plug-
in hybrid el~tric vehicles. provide an opportunity fOl' I'educing oil consumption and emissions by drawing power from electric
grid. Establishing a PEV infrastructure framework, to provide access to electrIc charging for these vehicles, will also create
new opportunities for business and job development.
Grant funding may be available to HCDE and/or RCDE members for an Electronic Vehicle Charging Equipment Program, and
HCDE and/or HeDE members may desire assistance fi'om Vendor(s) in submitting grants to the federal, state or other granting
agencies. The Vendor(s) may propose alternative financing or equipment oWl1ership arrangements that are permitted undet· the
applicable grant. The Vendor(s) are required to assist the HCDE members in the process of assessing tlte grant, applying for
grant funding, and fmancing of the paliiculal' project. Vendor(s) are also required to comply with all requirements of the
applicable grant, including, without limitation, any state andlor federal requirements, The grant writing, assessment, and
financing phase may be construed as Phase I.
Phase II of these projects will be to install public charging stations at public locations or some other priority areas designated
by HCDE andlor HCDE members. Installation should occur in the highest ranked areas taking priority for initial EV charging
station deployment. The number of charging stations wi11 vary from one to many, depending upon the size and scope of the
project and HCDE andlor HCDE members' desired project.
2. Project Description:
The Vendor(s) will supply and install a minimum of one or more network capable (e.g. Revenue capture, Authenticated access
via smart card to eliminate energy theft, 8MS, text or e-mail notification and Green [-louse Gas savings etc), publicly
accessib Ie. electric charging stations at sites designated by I-ICDE or the RCDE member. It is the responsibility of the
successful Vendor(s) to include the labor rates for any areas where unions tu:e required to do any work regarding the
installation or operation of this equipment. Vendors may submit regional pricing as a result ofregionallabol' rates. Price
discounts may be submitted in the proposal. . .
The successful Vendor(s) will work with the HCDE member to select specific locations for multiple netwol'ked stations
recognizing that chal'ging stations al'e capable of having diftbrellt netwol'king relations (for example a primary/secondary,
gateway/nollgateway, lnother/drone relationship). where it wOllld be beneficial to both the bmnding and marketing of the
Vendor, and better visibility and customer knowledge orEY charging. Pleaso clearly state in yout' response the type of statioll
and how they are most effectively networked, The nelwol'k contract must be valid for five (5) years. Warranty and support for
shall be valid for·five (5) years. -
Installation will be provided by the Vendor, and ifchosen, in coordination with any local unions if necessary. The VendOI' will
provide installation drawings adequate to obtain any required permits. All permits will be obtained by HCDE or the HCDE
membeJ'!property owner(s), with the assistance of the Vendol'. Installation must be dOlle by qualified licensed contractors per
RFP (revised 9.7.12) Page 38 of63
I
RFP #12/0511DA
local and state Building and Electrical Codes. It is expected that Vendor wlll work with HCDE or the HCDE member/property
ownel'(s) to ensure that each charging station is sited optimally.
3. Vendor Qualifications
The minimum vendor gualifications 31'e:
• The Vendor must regularly and continuously be engaged in the business ofpl'oviding BV charging station equipment
(EVSE) for at least three (3) calendar years.
• The Vendor must possess all palmits, licenses and professional credentials necessary to supply the products and
perform the services ~s specified under the RFP.
4. Product Specifications
Vendor(s) are to provide infrastructure that complies with standard technical, operating, and safety features fOI' EVSE
equipment. All features should comply' with the most stringent SAE, NEC and UL standards, providing the greatest value and
safety to the property owner and user. These minimally include:
• Leyel II connectors compliance with the Society of Automotive Engineers (SAE) J 1772 standards. and applicable
NEC codes
• All EVSE equipment is compliant with SAE J2836 and 2847, and is upgradable for enhanced vehicle fo grid (V2G)
communication.
• The charging unit is validated and has been certified by Underwriters Laboratories (UL) or an equivalent certification.
• The enclosure is compliant with the International Electrotecltnical Commission (lEe) 61851.
.• The unit is compliant with Nationlll Electrical Code (NEC) 625.
• All resulting publicly accessible EVSE Infrastructure sites Must be accessible at least 12 hOllrs per day, 7 days a week,
365 days a year or other specified timing by HCDE member. .
• EVSE installations must include a kWh meter. EVSE units mllst be equipped with a system to identify the vehicle
charging at the EVSE and the total number of kWh charged to each vehicle utilizing the EVSE.
5. Operating Environment Standards:
AC Level II charging will have:
• 20S to 240 V AC, 1 phase
• Maximum Current Input of gO A
• Output of30A
• Branch circuit Breaker rating to comply with NEC 625
6. Physical Specifications & Hardware:
• Exterior -Metal shell adequate to withstand indoor and outdoor environments
• Charging Cord and Connectors ~ Level II connectors with the J 1772 Standard Connector
Cords and connectors to be included in the EVSE package with the ab ility to be replaced In the case of damage or
t~chnical upgrade. .
• Ability to lock and release eOI'd to avoid thefr
• Authorization of Users -Users (customers) will interf'3cc with a secure method (e.g. RFID card reader) to authorize a
charging session.
• A phone numbel' for user support is to be provided on the charging station for support.
Physical Hardware will include the following:
• All wiring, hardware, circuitry and internal components necessary to charge an all electric vehicle (EV),
• Plug-in hybrid (PHEV), neighborhood electric vehicle (NEV), and electric motorcycle or scooter.
• A Circuit Card Interface Device (CCID) to ('ecognize an RFID card
• A Grouild Fault Circuit Interrupter (GFCI) to pt'event electl'oclltions
• Utility grade metering -energy metering chip
• 14 gauge steel construction -Seams continually welded and ground smooth
RFP (revised 9.7.12) Page 39 of63
RFP tl12/051/DA
• Oil-resistant gasket
• Collar studs provided for mOl,mting optional panels
• 900 opening door with zero clearance, 1200 opening with full clearance
• Removable and interchangeable doors ,
• Latches are opened or closed with a screwdrivel' -(optional tamper-resistant inserts available)
• Mounting holes in back of enclosure
• Removable print pocket
• Ground studs on door and body
• Rolled lip around all sides
• Optional mounting teet and door hardware available
• Finish-White epoxy polyester powder coated inside and ANSI61 high solids re-coatable gray finish outside over
phosphatized surfaces. OptiOlllll panels are powder coated white epoxy polyester.
7. Internal TecJmology/Industry Standards:
NEMA Type 4, UL. CSA, TUV and IEC Approved
• Capa~i1ities to charge for parking
• Software will include or .be designed for -A wireless interface
• An internal computer with sufficient memories for future upgradabi1ity
• Data communications architecture that supports smart charge management applications
• A ·flrmware upgrade that can be performed remotely without disturbing the EVSE operations.
• Interoperability with existing car navigation systems to display available smtiolls
• The necessary connectivity and software upgradability for impending V2G technology.
User Interaction requirements will Include:
• The ability to be accessed by nonlletwOl'k subscribers (through a phone number, for exampJe)
• A notification of the level of charge (or if interruption has occurred)
8. Network Management
• Web Portal/Handheld Device will be designed to open.charging units l'emotely
• Manage subscription plans and policies, including billing and reconciliation for hosts anel subscribers;
• Ability to set individual and group charging preferences/impose policies;
• Realtime control in case thel'e-is a need to override a charging profile;
• Generation of rep oris for usel'S, owners, utilities, etc.
• Communication to users via multimedia (text message, email, web portal, etc);
• Remote system monitoring through the web portal (SMS, Text or email) and notification of events (in use; finished
charging, interrupted charging; operational failure, etc);
• Ability for users (drivers) to locate charging stations via web portal;
• Network Data Security ~ The web pol'tal operates on a secured network, for example AES 128/256 encryption meets
the US Federal Information-Processing Standardization (FIPS) PUB 197,
csrc.nist.govipublicationsifips/fips 197ifips 197 .pdf.
9. Load Management
• The chal'ging network will have the ability to work with utility pl'ograms such as demand resjJQnse plans,offpeak
plans, etc., to reduce enel'gY costs;
• Remote load management will be possible;
• And the host can set policies including load limitIng.
RFP (revised 9.7.12) Page 40 of63
RFP #12/051/DA
10. Product Safety
All units will include:
• The ability to stop flow of power through the unit when it is not in use
• An overcurrent protection to prevent vehicles from drawing too much power.
II. Data Collection Abilities
Plug-in electric Vehicle (~EV) vehicle information, including:
• Vehicle Identification Number (VIN);
• State ofchal'ge before and after each charging session.
BVCS information, including:
• Station utilization rate during various times of the day and days oftha month;
• Authorization requests and responses;
• ChlU'ging data (subscriber, location, kWh used, and slart and stop time) fot· each charging session;
• Station status and health monitoring, .
• Number of GPeI Trips and Resets;
• Plug oui detection;
• Over CUI'rent detection and handling;
• Number of reboots due to power outage or circuit breakel' tripping and resetting;
• Tampering information (e.g. Vandalism events -opening dool', cutting cord);
• Amount of fuel and greenhouse gas (GHO) savings;
• Number of times circuit loading and balancing were required;
• Inventory of stations (location, model, hardware/software vel'sions, etc);
• Revenue generated per station;
• Demand response events;
Usage Information to be collected pel' station will include:
• Time;
• Energy consumption;
• Revenue collected;
• Current stored energy load in the battery cennected to the charging station;
• Maximum amount of energy that will be charged based on battery size;
• GHG emissions saved;
• The system will collect time and dates of charging activities, demand response events. and vehicle information, and
must comply with all State and Federal regulations.
Industry Definitions:
EVSE -Fo!' Electric Vehicle Supply Equipment (EYSE), the actual "charger" is generally installed in the vehicle and the
EVSE includes all the equIpment needed to safely convey AC grid power (or distributed generation power) to the onhonrd
chal'ger. An essential EYSE component is a "charging station" designed to ensure that a safe connection has been made
between the gtid and the vehicle, and to communicate with the vehicle's control system so that electricity flows at an
appt'Opl'iate voltage and Cl\n'ent level. '
PEY ~ Plug~ill electric vchicles -includes all electric vehicles and hybrid electric vehicles.
Level r EVSE -A charging method that allows an EV to be connected to the most commonly available grounded electrical
outlet (NEMA 5-20) with powel'levels I'ated at less than ot' equal to 120 VAC120 amps.
Level II EVSE -A charging method that allows an BY to be connected to permanently wired EVSE with a specialized
connector (SAE 11772) with pC/wer levels rated at less than or equal to 240 VAe/! 00 amps.
RFP (l'evised 9.7,12) Page 41 of63
RiP #l 2105 1 IDA
Level III EVSE -Fast charging station providing 200 to 450DC output for a maximum of 60kW capable of charging EV
batteries in under 30 minutes,
Smart ell arging • A web-based system that collects and can ae<:llrely transmit data (such as energy consumed, demand
charging, time of day charging and other information) and that has revenue grade commerce capacity.
V2G Vehicle-to-grid (V2G) -A system in which electric or plug-in hybrid vehicles communicate with the power grid to sell
demand response services by either delivering electricity into the grid or by throttling down their charging rate during periods
of high demand or high electric cost.
V2G Vehicle-to-grid Aggregation -Utilizing multiple PEVs in a V2G application to create a large supply of electricity to be
sold back to the grid during periods of high demand and rechal'ged dUl'jng periods of low demand or a system to throttle down
the,charging of multiple PEY's to reduce electric load during periods of high demand and 01' cost. These are typically done
through an Energy Service Company (BSCO).
Demand Response -A mechanism to manage cU8tomer consumption of electricity in response to supply conditions such as
curtailing power used under conditions of tight electricity supply or high pricing thereby reducing the peak demand for
electricity. The use of an energy management system to control the EVSE to take advantage of fluctuating prices' in the market.
Distributed Generation -A local SOUrce of electric generation that is used to replace or supplement electric supply from the
grid. Examples include small wind generation, photovoltaic systems, micro-turbines, combined heat and power systems, and
fuel cells. .
SlllItrt Grid Integration w A communication connection that allows the BVSE to connect to utility based advanced metering
infrastructure networks or other systems to enable the EYSE to increase or decrease the rate of charging of PEVs depending
upon factors such as electricity cost or demand on the grid. The purpose of such smart charging integration is to minimize
impacts to the power supply system andlor take advantage of energy price incentives.
Type 4 Enclosures -Constructed for either indoor or outdoor use to provide a degree of protection to personnel against
incidental contact with the enclosed equipment; to provide a degree of protection against falling dirt, rain, sleet, snow,
windblown dust, splashing water, hose-directed water; on the enclosure. NBMA -250 1991.
SAE -Society of Automotive Engineers,
Underwriters Labol'atories -(UL) is an independent product safety certification organization,
RPP (revised 9.7.(2) Puge42of63
ATTACHMENT B
Choice Partners Purchasing Cooperative &
Harris County Department of Education
CONTRACT PRICE AND QUOTE
Thomas F. Pepe -01-11-16
Page 50f5
the Express 5%. $1,.188
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i52TEl(;~1')citpgy Qr/ve
Irvltie,CA/92618
M6bile'!~4~:241.S27g
kevrn.chrlstollher@abm.com
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(aOSlli.u3.,u.3a9
skullck@southmiamifl.gov
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6i;Osiln~~nt;m?~,IIOW\l* •• ~.Jlft . ~fgn.l boostl~8 .•. ~I~nna,!' .r,e n?tfnclud~,,!!ih}ht':guot., a n.~d;e.o~l~ .arl~' t~I)l. iuM~.Ou.elQ.tt\!l'n~lUr~'Qr ,~~I\ul.(~Il!~qt~ p!l"lblqtlj.t.~rf~te.n¢1\ li~d JI~eQ(51&~t
66$1MiloMi:Qufd Cieatelhli ~eed (or· same 'nt~nriae; on~e tli.in,tall~l'on drih. char81~8 jtatiQn\~! h' .. bee. compfetlid,lhe runetton.iity ohhe \'I.lrol05$ netv/Q,k capabl)lil., \'11)1 be le,teil. if at that Ii",. Of
.)lI'Ufl1~I~o.r<i~f1!l' II rf9.1~ril\Ii1i!\1 slgnillboo$tfnjja~t.i1n.ci;.,\l Qiqulrbd, .,.p~f.it\icl~otQwilfbe provided, ' .
HCbHrfclng
HCDE Pricing
Part Number QTV.
Insta!lattoiF tt3; i. Provide a.nit liisbill (2)40a ole.allef
bj$~allatfQn·dIS&.1t8
I
Page:!
$ S,768.00$5,7tRfOO
~ 815.00$
8.2~.81
SUBTOTAL! .
Totiil:
I
ABM Electrical Power Services (ABMEPS)
Terms and Condi~ions
Terms of Payment: 1. Terms are net thirty (30) days. Any invoice not paid within thirty (30) days from the date of Invoice will be subject to a
service charge equal to the lesser of One and One-half percent (1.5%) per month on account balances or the maximu m percentage perm itted by
law. 2. At ABMEPS's option, customers may be Invoiced on a monthly basis for services provided over more than one month. 3. All pricing and
payment terms contained herein are contingent upon a favorable Credit Report for the customer/client to whom this quotation is provided.
Upon receipt of a less than favorable credit report ABMEPS reserves the right to withdraw this proposal, modify the pricing, or require payment
when services are rendered, or advance payment of the total job quotation before providing services. 4. For material purchases in excess of
$50,000, ABMEPS reserves the option to invoice 50% of the total at the time of material order and the remaining 50% at the time of material
delivery. 5. Customer agrees to pay ABMEPS, to the extent permitted by applicable law, all costs and expenses, including but not limited to
reasonable attorney's fees,. incurred by ABMEPS in connection with any collection activities or actions to collect unpaid invoices under this
quotation.
Delays: ABMEPS shall not be liable for delays or performance resulting from causes beyond Its reasonable control, acts of God, acts or
om issions of Buyer, fire, strike or other labor difficulty. Should there be a delay, the date of delivery or performance shall be extended.
Cancellation: Notice of cancellation of services to be performed must be received thirty-six (36) hours prior to the agreed upon date and time.
Unless such notification is provided, charges will be incurred. These charges will be ABMEPS's cost plus ten percent (10%) and will Include any
rental equipment for the Project.
Disclaimer: ABMEPS assumes no responsibility for any damage or injury. to any property caused directly or indirectly as a result of ABMEPS
performing its duties under this agreement except such damage or injury that may be held to result solely and directly from or out of: Any grossly
negligent performance by ABMEPS in its obligations under this Agreement or any willful misconduct on the part of ABMEPS, Its agents or
employees.
Responsibility: All services are performed in accordance with industry standards, project specifications and/or NETA specifications. Where
remediation is beyond the scope of normal reliability testing, and where corrective action is required, such services will be quoted separately.
Assignment: ABMEPS reserves the right to assign this project in part or in total to an affiliated entity.
Termination: An order may be terminated only by mutual written agreement between Buyer and ABMEPS and only upon payment of costs and
expenses already incurred by ABMEPS.
Safety: ABMEPS agrees to comply With all applicable federal, state, local, National Electric Codes and project safety rules and regulations.
ABMEPS reserves the right not to perform work that in its opinion violates OSHA Electrical Safety-Related Work Practices; Final Rule or other safety
rules and regulations.
Standby Time: When ABMEPS service personnel are on the job site but unable to perform services requested because of circumstances beyond
ABMEPS's control, the customer will be charged standby time at the applicable rate for each such ABMEPS service person (up to a maximum of
eight (8) hours per day per person).
Liability: ABM Electrical Power Services and its contractors <Ind suppliers of any tier, shall not be liable In contract, in tort or otherwise for
damage or loss of property or eqUipment, loss of profits or revenue, loss of use of equipment or power system, cost of capital, cost of purchased
or replacem'ent power or temporary equipment (including additional expenses incurred in using existing facilities), claims of customers of BUyer,
or for any special, indirect, incidental, or consequential damages of any kind, whether arising in or based on contract, tort, statute, strict liability,
warranty or otherwise.
Warranties: All material and equipment delivered and/or inst<llled will be the products of reputable manufacturers. ABMEPS MAKES NO
WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE
HEREBY EXPRESSLY EXCLUDED, CONCERNING MATERIAL AND EQUIPMENT MANUFACTURED BY OTHERS. ABMEPS sells and delIvers ali
materials and equipment not manufactured by it "AS IS," but ABMEPS will use its best reasonable efforts to obtain from the manufacturer, in
accordance with the manufacturer's customary practices, the repair or replacement of any material or eqUipment which may prove defective In
workmanship or material. The foregoing shall be the exclusive remedy of Buyer and the sole obligation of ABMEPS with respect to material and
equipment manufactured by others. To the extent permitted by law, ABMEPS warranties its labor for one (1) year and any materials obtained
from ABMEPS's inventory carry a ninety (90) day warranty.
Page 2
We instruct ABM Electrical Power Services, LlC (ABMEPSj or subsidiaries to proceed with scheduling
and performing the work described In the attached proposal .
.. ABMEPS Proposal Number: ______ _
Project Site Addrass(es): _________________________ _
.. Authorized Projeet Amount: $, _______ Proposed Date to Begin Work: ______ _
Project Comments/Notes: ___________________________ _
Site Contact Name: __________ Site Contact Phone: _________ _
AUTHORIZATION TO PROCllED REQUIRED
.. Customer Authorization Signature: _______________________ _
Printed Name & Trtle:_~-------------------------
Date; _______ Phone: __________ Email: __________ _
BILUNG INFORMATION REQUIRED
ABMEPS is instructed to bill this project per the pricing outlined in the proposal accordingly:
.. Purchase/Service order Dr Contract Number Is (Mark One): DRequired on invoice DNot Required
If Required, Provide Number Here: ________________ ---,:-_____ _
Full Billing Name: _______________ --:-____________ _
Billin, Address: ____________________________ _
Billine City, State, Zip Code: _________________________ _
Accounts Payable Contact: ___________________________ _
AP Phone Number: ______ -'-_AP Email Address: _____________ _
Email Address For Invoice Prol;essinc:: ______________________ _
* Please help streamline invoicing by providing an email address for invoice processing
.. ABMEPS Project Authorization Sienature: _____________________ _
Terms and Conditions:
The attached ABM Electrical Power Services, llC Tenns and Conditions will apply. A~horllation to proceed with the
work outlined In this quotation shall constitute Site Host ("Buyer's") acceptance of these terms and conditions in full.
Oral authoriZations to proceed must be confirmed to ABMEPS In writing (Fax or e-mail) before project start. Ifthere is
a conflIct or discrepancy between terms and conditions In the Buyer's purchase authorization and this quotation, this
quotation shall prevail unless specifically authorized, in writing, by ABM Electrical Power Services, lLC.
The information contained in this proposal is considered to be of a confidential and proprietary nature, the rights of which
belong to ABM and are protected under copyright and trade secret laws. This information is being provided to the
purchaser to evaluate ABM's proposal and performance should a contract be awarded to ABM. Neither this proposal nor
any information contained therein nor any proprietary information furnished pursuant thereto. shall be dJsclosed to others
or used for any purpose other than set forth above without the prior written approval of ABM. If you should have any
questions, please feel free to contact us at (866) 226-2838.
Sincerely,
Kent B. Ellis
Sr. Account Executive,
949-344-1698 mobile
Page 3
CHOICE
PARTNERS
TIl .. Right R ... ovr"",.. Right Now.
Quality of the Vendor's products & services inc!. Project
Management, Infrastructure Solutions and Demonstarted Ability to
nprfnrm the reauired services
Impact on the ability of the Member to comply with laws and rules
relating to historically underutilized businesses: HUB/MWBE/SBE
CP EVALUATION FORM
Electric Vehicle Charging Stations
Solicitation No. 121051DA
13 13
o o
3
10
o
4
o
*Value-Add -is other products and services that will enhance and add value to the contract for HCDE and HCDE
members. HCDE/CPC reserves the right to accept or reject additional proposed services or products in the
best interest of HCDE and HCDE members.
RFP was advertised in accordance with the Texas Government Code 2267
It is recommended that the following awards of annual contract(s) be made:
Contract:
12/051DA Electric Vehicle Charging Stations
Evaluation Committee:
Derek Gillard (Choice Partners)
Phillip Barker (Choice Partners)
Nathan Jones (Technology)
12/051DA-01
12/051DA-02
ABM Building Services
LVI Energy
1/4/2017 ABM Building Services I Electric Vehicle Charging and HVAC I Choice Partners Cooperative
ABM Building Services, Inc.
Contract Category: Electric Vehicle Charging Stations (JOC-IDIQ)
Contract Number: 12/051DA-Ol
Contract Terms:
Initial Award Date: January 15,2013
1 st Renewal Start Date: January 15,2015
2 nd Renewal Start Date: January 15, 2016
3 rd Renewal Start Date: January 14,2018
Current Expiration Date: January 14,2018
Renewals Remaining: 0
CP Contract Manager:
Joann Nichols
j oann@choicepartners.org
713-696-2122
Contract Partner: ABM Building Services, Inc.
• Contract Partner Web Site: ABM htt.p:/Iwww.abm.c6m
. 'M Approved Market Area: National
Building Value
APPROVED PRODUCT OR SERVICE:
Electric Vehicle charging stations
TO PLACE AN ORDER:
Contact the vendor for all your needs 866.226.2838
PRICING: Is according to the contract on file with CPo
Freight Terms: -
MWBEIHUB Status: Not Certified
DUE DILIGENCE: Download
CONTACT INFO
For SALES
KentB. Ellis
152 Technology Drive
Irvine, California 92618
Phone: 949-330-3060
https:/Iwww.choicepartners.orglprintvendordetails.php?id=1379 1/2
RFP # 12/0SlJ;)A
5.0 CONTRACT TERMS AND CONDITIONS
These Contraot Terms and Condltlons m part oltho final oontraot in ~l\Oh product and/or service contract awarded !IS a result
of this RFP and aro part of tho terms and conditions of eElOh Purchase Order or proposal forms Issued In connection with this
RFP. Vendors are responsible fur identlj}ring any exceptions to these terms and oondltlons. ANY IX~S MU§I U
NOTED DIRECTLY BELQW EA(:R or THE iJ.ESPJilCTIYE TEBMS AND CONPI'l'U)Ns. Proposals that are
quaUfled with conditional clauses, Items not oalled for, or other irre8ularitill9 May be considered Don-responsive by
HCDE/CPC and eliminated from further consideration.
CONTRACT BETWEEN
HARRIS COUNTY DlllPARTM£NT OF ,EDUCATION AND
t\bM. t5I.Ut.l),tOGto $s1\rJl~e'S, L.. ... (!., ("Vendor'?
To Furnish. Install, Repair, Service, Purchase, Leaso. and/or Lease-Purohase Electrical Vehicle Charging Stations and Related
Items.
This Contract is entered Into between HCDE and Vendor, having submitted a proposal In response to RFP # 12/0S1DA issued
by HCDElCPC and whose propOsal has beon accepted and awarded by HCDE. In consideration of the mutual covenants and
conditions contained In this Conlraot and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged. HCDB and VClndor, Intending to be Il!lgally bound, and su~eot to the tonns, oondltlons, and provisions
of this Contraot, agree liS fullows:
5.1. DefinitiOns
The tenns used in this Contract shall have tho meanings assigned to them In Sedl()n 1.0 Notice of Intent of the RFP.
5.2. Uae of Contract by tICD£ metnbers
Vendor agrees and understand/! that this RFP and Contra-ct may be used to aocomplish work for_ HCDE and HCDE
members.
5,3. Contract Terma; Amendment
The terms and !londitiona afthis Contract shall govern all procuremonts oonducted hereunder. No pre-published terms
on Vendor's Purchase Order, aoknowledgments, invoioes, or other forms shall have any force or effect unl~9
exprcssly agreed to by the HCDE member and Vendor. No amendmellt of this Contract shall bepcmnitted unless and
ul'l1l1 first approved In writing by HCDB Md, if necessBry, the HCDE momber(a), and nl> suoh amen.dment shall have
any effect unles8 and umil a written amendment to this Contmct iscxeouted by the HCD1I Superintendent or his
de8ianee "fter any necessary approvals have boon obtained from the HeDE BoQl'd of Trustees.
S .4. Term of Contrn~tJ Renewal of Contract
The initial term ofthla Contract Is1br Ii period of two (2) years, with aCOE having the option to renew the Contract
fOI' three (3) additional one-year terms, at HCOE's 8010 discretioh, unless otherwise specffled In Seetion6.0 Stope of
Propositi. Consequently, the tntal term of the COntraot may be for a period o1'-8ve (5) yearll. The phrase "Term" in
this Contraot shall moan the then-ourrent Tel'tn of the Contmot, whether an initial t~rm or Ii renewal term.
S.5. Termination ofContrnct _
This Contract shall remain in effect until (1) the Contraot expires by its tenns or (2) the Contract ill terminated by
mutual oonsent of HCDB and Vendor. In the event ofa breach or default of tho ContrllCt and/or the RFP by Vendor,
HeDE reservOli the right to~furce the perfunnance of the Contract in any mllnner proscribed by law or deemed to be in the best interest of HCDE and/or HCDE members. HellE further reserves the right to term.lnate the Contract
Immediately In the event Vendor falls to: (1) meet sohedules, deadllnes, and/or delivery dates wltllln the time speolfied
in the RFP, this Contract, aud/or a Purohase Order; (2) make any payments owed; or (3) otherwise perform In
aooordance with this Contraot and/or the RPP. HCDE also reserveg the tigbt to terminate the Contract immediately.
with writtfln notlce.to Vendol', ifHC))S bell eves, In its sale disoretlon that it is in the best interest of HCDE and/or
Exoluslon 11·28-12 Pagol of12
RFP# 1210SlDA
HcnE members to do so, Vendor reserves the rIght to terminate this Agreement at anytIme, without CIlUBe and
without penalty or default, by provIding thirty. (30) da~8 written notice to HCDE,
Vendor aarees that RCDE shall not be liable fur damages In the event that HCDE declares V Imdor to be In default or
breach otthis Contract and/or the RFP. VendoX' further agrees that upon termination afthe Contraot fOI" lUly reason,
Vendor shaU, In good talth and wIth reasonable cooperation. aid In the transition to any new arrangement and/or
Vendor,
5,6. BllY America Act; PrevalUng WIllo Rates
ReDE and HCDE members have a prefercnco for domestio ond produots for supplies acquired fbr use In the United
States when spending federal funds, Purchallos that aro made with non-fedel'al funds or grants Ilro exClude<\ from the
Buy Amerioa Aot.
Vendor and all subcontractors of Vendor shall comply with all laws regarding prevailing wage rates, inoludlng, but
not limited to, TEX. GOV'l'. CODE Chapter 2258, applleab.1eto the construetion of a pub,lic work. and any related
federal r,equfrernents , Including the DAVIS.-BACON ACT. In tho event TEX. GOV'T. CODE Chapter 22S8 applies
to a product or service provided by Vendor to. aCDB or an HenB member, Vendor and any 9ubcon1factor(s) shall
comply with the prevailing wage raws set by HeDE or the HCDS member.
5.7. Change Orders
Pursuant to TaX. B1>UC. CODE § 44.0411(11), for HCDE and HeDn members that are Texas school districts, jf Il
chfUlge in plans or specUications is necessary after the performanoe of a Purohaso Order has begun or if It is necessary
to decrellSo or increase the quantity ofwotk to be performed or ofmaterla19, equipment, Of suppJies to be furnished.
the HCD~ member may approve change atdera milking the ohanges.Tho total PlIfohasc order price may not be
increased because of the ohanges unlbss additional money for Inoreased (lostsis approved for that purpose from
available Inoney or is provided for by the allthorl~tlon of the I$BUllnCe of time warrants. The HCDE m~mber may
grant general authority to an adtninlstfativeoffichd to approve the ch~ge orders. A Purchase Order with an original
contract prioe o.f$lmlllion Or more may not be inoreased under TEX. EDUC. CODE § 44.0411(8) by-mOte than 2S
percent, If a ohange order for a Purchase Order with an original contract price ot le$8 than $1 million Inoroases the
contraot amount to $1 million or mo.,,; the total of the subsequent change orders may not inorease tbe rwlsed conll'act
amount by more than 25 percent of'the Original contraot price.
S.S, Compltanl,1e with Laws
Vendor shalt comply wltb all applicable federal. state. IIDd loollllaws, statutes, ordinances, standards; orders, rules,
and regulations, includh18, as applicable. workerli' oompensation laws; minimum and nlnxilnum salary and wage
statutes and regulations. prompt paymeiltand lIcensln8 laws and regulations, the DA VIS·BACON Act (40 U.S,C, §
216a /29 CPR PliTt Sl,th\\! CClpeland "Antl-Kickbackl' Act (18 U.s,C. § 814/29 CPR Part 5). the Equal Opportunity
Employment reqUirements (Executive Orders 11246 and 11375 / 41 CFR Chapter 60), C()nttact Work Hours and
Safety Standards Act (40 U,S.C. § 327~330 /29 CPR Part 5), the MoNilmara-O'HaraServlcc Contract Act (41 U,S.C.
351), Seotion 306 of the Clean Air Act (42 U.S.C. § 18S7h. Seotlon 508 oltho Clean Water Act (33 U.S,C, § 1368),
EXClicutive Order 11738. Bnvlronmental Protection Agency regulations (40 CPR Part 15), Admlnistrlltive
Requirements for Grants and Cooperative Contracts to sta1~. local, and federally recognized Indian tribal governments
(24 CPR. Part 85), mandatory standards and polloj~scontalned in tho state energy conservation plan Issued in
complianco wlth the .Bnergy Poltoy and Conservation Act (pub. L. 94 .. 163, 89 Stat, 871), Qlld aU applicable
requiremcmts and regulations. Inoluding those related to reporting, patent rights, copyrights, data rights and those
mandated by federal agenoles making awards of federal funds to HCDS and/or HeDB members. For the entire
duratioll of this COntract, Vendor and all subool'ltra~rs shall maintain aU required licenses, certifications, permits.
and nny other dooumentatlon necessary to perform this Contraot. All permits wUl be acquired by Vendor lind Invoiced
to the HCDE member at C()st as part of the PurohlUle Order, unless the permits are provided by tho. HeDS member,
Vendor must comply with all state and looal building Qode requirements unless otherwise speoifically provided In the
HCDE member'S Purohase Order, fUld Vendor must pay all fees and oharges for conneotions to outsldo services and
for utloof property outside the projeot site. The states of Individual HCDE members may have regulations and laws
that So vern paymf)nt retention Ilt\d progress payments for pubHc projects. Vendor Is responsible for being acquainted
wIth and complying with eaoh stato's requirements. When required or requ~ted by HeDS or an HCDE mOnlber,
Vendor shall furnish HCDE and/or the RCDE momber with satisfaotory pl'oof of Vendol"s compliance with '!hIs
provision.
Exolusion 11 -28.12 Page 2of12
RFP # 12/05 lOA
5.9. Confidentiality
Vendor and HeDn agree to secure the oonfidentiallty of all information and records In accordanoe wlth applicable
federal and state laws, rulos, and regulations. Vendor and HCDB/CPC understand that thePII1t1Uy Educational Rights
and Privaoy Aot (FltRPA), 20 U.S.C. § 1232g, governs ·the privaoy and ,security of. educational recorda and
information anda~e to ab.idc by FBRPA rulos and regulatlons, as appllcablo. Vendor also aoknowledges that HCOE
and numerous HeDB members aro subject to the Texas :Publio IniOt'lllatioD Aot, and Vendor walves any claim agalnst
and releases from Jlabllity HCDn and HCnE members, thel' respootive officers, employees, agents, and attorneys
with respect to disolosure of Information provided undor or In this Contraet or otherwise aroated) assembled,
maintained, or hold by Vendor, fIeDE, or an aCOE member and determined by HCDB or the HCDE member, the
Attorney General of TexaIl, or a oourt of law to be subject to disclosure under the Texas Publio InibrmatlQn Act.
5.10, Performance Itnd Payment Bondi
Vendor a8roe~w provlde'perlbrmanoo bonds and/or payment bonds 118 required by law. baaed on the .amQunt or
estlmntedttmount of any Purchase Order for a publlo work OQlltrllct, whloh Is defmed as.11 conVftOt for construotin&
altering, or repairing a public buUd!!'!8 or oarryins out or oompleting any publio work.. TEX. GOV'T. CODE §
2253.001(4). Pursuant to TEX. ClOV''!'. CODB § 2253.021, a performance. bond Is required Ih PurChase Order is in
excess of SlOOiOOO for HeOn members thllt are governmental entities subject to Chapter 2253: a payment bond is
required If a Purchase Order ill in exoess of $25.000 for aCDE membors that are ,governmental entities aubjelet to
Chapter 2253 and are not munictpalities or a joint board oreated under Subohapter D, Chapter 22 of the Tox. Transp.
Code, nnd a payment bond is required if 0 Purohase Order Is in exoossof SSO,OOO for HCDErnembers that me
Governmental entities 'AubjcQt to Chapter ~2S3 and are municipalities or It joint bomtl created under Sulwhapter OJ
Chapter 22 of tho TEX. TRANSP. CODE.
5.11. Title and Risk of Loss
Whenever HCDE or an HeDE member is purchasing (and not leasing) a produot under this Contract, title and risk of
loss shall.pass upon. the later ofHCDE or the HCDE member' B aoceptanoe of the produot or paymBnt of the IIPPUcabie
Invoice;
5.12. Warranty Conditlo.as
AU. product(s) and/or servlce(s) provided by the Vendor under this Contract must be warranted to be free from defects
in material, wo~kmanship, and free from such defects in design for a period of one (J) year upon the later orHCDE's
or the HCDa member'!! aooeptance of the product and/or service or payment of the applicable invoice. Vendor
warrants that all products alldlor servJccs furh!shed under this ContraotabaU conform In all respects to the terms of
this .contralit. Inohtdirtg any drawlngs, speoifications, and/arstandlll'ds irtcorpotated herein, including, without
Jltriltation, thosedettilled in the RFP and PUfehase Order. In addition, Vendor Wartlllltli that products andlor servioes
aN suitable fur tuldwlll perfonn In aocordance with the ]1urposes foc.whlch they are intended. Vendor shall assume all
liabiUtJes Incurred within the ~Qope of consequential damages and incidental expenses, as set forth in the Vendor or
mllllufilcturer's warl'anty, which result nom either delivery or use of product. which docs not meet the speoifications
wllldn this Contraot. the RFPI or Purohase Order. j
5.13. Crtmlnal History Review
S~tton 11.0 Attaehment #6-SB 9 Contractor CcrttOcatlon: Contractor Employej)l and At~chment i#7-BB 9
Contrac(of Certlftcatlon: Subcontractor Form must be submitted with packet. it appUcable.
Prior to commencIng any work under the Contraet, If Vendor contracts with HCDE to provide services, Vendor must
certifY, on the t'onn provided herein, that for eooh covered employee of Vendor who will have direct contact with
students, V~ndor has obtained, as required by TEX. RDUC. CODE Section 22,0834: (a) state criminal blstory record
information from a law enforcement or oriminal justice agenoy or a privati) entity that is a consumer reporting agenoy
governed by the Fair Credit Reporting Aot (15 U.S.C. Section 1681 at seq.) for eaoh covered employee ofVendar
em.ployed before JanullfY 1,2008; and (b) national criminal history record Information for each employee of Vendor
employed on 01' after JanulI1Y 1,2008. Vendor must also obtain similar certlfioatlons of compliance with Tex. EDUC.
CODB, Chapter 22 requiroments from any subcontractors on the fonn provided herein. Covered employees with
dlequolitylng orimlnal history are prohibited from serving at ReDE or at HCDB school distriot members' locations;
. Vendor and IIny subcontraotlng entity may not permit II covered employee to provide services at a sohool If tho
Exolusion n~28-12 Page 3 of12
RFP # 12f051DA
employee has been oonvioted of a felony or misdemeanor offense that would prevent a person from being employed
under TBX. BDUC. CODE § 22.085(a) (i.e" Title 5 felony or an offense requlrlIig registration as a sex. offender and
viotim WIlS under 18 years of age or was enrolled in a publi¢ school lit 1I1.e time the offense ocourred). The crlminal
history record Information review obligation applies only If Vendor contracts with HCDE to provide services; i.t does
not apply to a contract for the purchase of goods, produots or real estate.
5.14. CustomcrSupport
Vendor shall provide timely and accurate technloal advice and sales support to ReOE/OPC staff, and ReDE
members. Vendor shall respond to requests for cutrtomer support within one (I) business day after receipt of the
request. Vendor shall provide training to BCDE/CPC staff Ilod/or HeDE members regarding products and/or services
supplied by Vendor, lit no additional charge, IfrequDsted by BCDE/CPC or an HCDE member.
5.15. ReDE and/or HCDE Members' Property
In the event ofl089, damago, or destruction of any property owned by or loaned by HCDE or an RCDB member that III
oallscd by Vendor or Vendor's representative, agent, employee, or oontraotor, Vendor shallindomnify HeOE or the
HCDS member illld pay to HeDB or tho HeDE member the full value of or the full cost of repalt or replaoement of
such property, whichever is greater, within thirty (30) days of Vendor'S receipt of written notice of HeDE'1I or the
HCDE member's detenninlltiotl of the amount duo. It'Vendor falls to make timely payment. RCPS or the HCOE
member may obtain suoh money ·from Vendor by any means permitted by law, Including, without limitation. oftS~ or
counterclaIm against any monoy otherwise due to Vendor by BeDE or the HCDE meMber.
5.16, Tax Exempt StatUI
HeDS and all HCDE members that are Text\ll governmental entitles or lIgenoies are exempt from payment of TcxllS
State Sales Taxes under TEXAS TAX COOE§ 151.310 for the purchase of tangible personal property. Laws of other
states govern the tax status of He DR members in states other than Texas. Vendor represents and warrants that it shall
pay all taxes or similar amounts resulting from this Contraot, includlngJ without limitation, any federal, statoJ 'or local
income. Sides or ex.cise taxes of Vendor or its employees. HCDE/CPC and RCDE members. shall not be liable for any
1aXes resultIng from thll! Contract, except where otherwise required by law.
S.1? Other Sta.to Tax Requirements
5.17.1. Payment of.laxes b.)! HCOi·Members Outsl4fl ofTexlt§, -RCOE members out/lide ofTcxas will pay only
the rate and/or amo\Qlt of taxes identified 11'1 Vendol"s proposal submitted In respon$o to the iU"P as
appropriate to the epeoiflo HCDE member.
5,) 7.2, State and Logal Transaction Erl,yilege Taxes -The HCDE member is subject to all applicable state and looal
transaction privilege. ta)l:.cs. Trllllsaetlon pdvilClgetaxcs apply to the sales of produots and are the sole
responsibility of Vendor. WI the. seller, to l'Gmit. Failure to remit taxes from HCDElCPC and/or the HCDE
me/mber, as tlIo buyer, does not relieve Vendor, as the seller, from its obligation to remit taxes;
5'.18. Stilt!! of Texas Franchil!) TIl):
By submitting a proposal In response to tho RFP, Vendor certlfies that Vendor is not ourrently delinquent III Vendor's
payment ofany franoblse taxes or other taxes owed to the State of Texas.
5.19. Ta~ ResponsibilitIes of Vendor and Indemntt1cation for TaxCII
Vendor Is responsible for Qomplying with tho tox laws of states and the federal government. Vendor and all
suboontractor(s) of Vendor shall pay .1\11 federal, Iltate, and local tltXes applicable to Vendor's operation, any persons
employed by Vendol', and aUsubcontraotors of Vendor. Vendor shaJi require all subcontraotors to hold HCPE and the
HCDE member harmless from any re~ponstblllty for taxes, damages, and Interest. If applicable, contributIons required
under federal, state, and/or local laws and regulations and any other costs. including, but not limited to. transaotion
privilege tl\Xes, unemployment compensation Insuranoe. Soollll Seourity, Ilnd Worker'S Compcllllation, shall be the
sole responsibility ofVendot.
Exolusion 11-28-12 Page4of12
RFP # 12/05 lOA
5.20. IRS W·g
To rocolve payment tinder this Contraot, Vendor shall have a ourrent I.R.S. W·9 Form on file with the ReDE member.
5,21. ABslgnmont of Contract
Vonder mlly not assign this Contraot or any of Its rlahts, duties or obligations hereunder without the prior written
approvld of aCDE. Any attempted a8slgnm~nt of this Contr/1Qt by Vendor shall be null Bnd void. ·Any Purchase
Order. made as a result of this Contraot may not be tral1sfilJored, assigned, subcontl'aoted, mortgqed, pledged, or
otherwise disposed of or enQU1nbered in any way by Vendor without the prior written approval of HCDE and,if
applicable, the HCDE member. .
5.22. Notification ofMaterlalChQnge
Vendor is required to notifY HCDB/CPC when any material ohange in operations occurs, Inoludlng ohanges in
distribution rights for E\watded products, bankruptcy, material changes in financial oonditlon, change of ownership,
and the like, within three (3) bUlliness days ofsuoh Ohililil;e.
5.23,·· Performance
Vendor agrees to uso commeroially reasonable best effurts to provIde the produet(s) lind/or servioe(s) subject to this
Contract. Vendor shall furnish all supervision, labor. tools, equipment, permttll, licenses, transportat~on, insurance j
material, and supplies necossary to complete any scope ofwQrk, Purohftse Order under this Contraot. Vendor shall use
skilled, trained personnal, who shall be supervised by Vendor.
5.24. Subcontractors
If Vendor uses subcontraotors in the peribrmance of any part of chis Contrnct, Vendor shall be fully respoilllible to
HCOE and HcnB members· for all aots Ill1d omissions of the subcontraotors. Nothing itt this Contract shall create for
the benefit of any such subcontractor any contractual I'I)Jatlonship between HODE and any such subcontractor, nor
shall It oreate any obligation on the part of HCDB or HCDElll.embeTB to payor to !lee to the. payment of any moplos
due any such subcontractor except as may otherwise be required by law. VcI1d(lr represents and warrants that It is
will!ng, able, and capable of obtaining, 8upewlsirtg, and being responsible for any subcontraotors who perform and/or
provide products andservioell related to this Contract. .
5.25. No~.Appropriation
Renewal of this Contraot. ihny, will bo In aocordance with rnx, LOCAL GOV'T. CODE § 271.903 concerning nOli·
appropriation of funds for mulli-Yl1ar contraots. Notwithstanding any other provision of this Contract or obligation
imposed Oil HCDB or any RCDE member by this Contraot. HCDE and aCDE members shall have the right to
terminate this Contraot, any Supplemental Contract, or Purohase Order without default or liability to Vendor resulting
from such termination, effective 8S of the el(piration of each budget period of HCDE or any HCDE member if 11 is
determined by HCDS or any HeOE member, at their sole disoretion, that there are insuffioient funds to extend this
Contract. any Supplemental Contraot,any PurohllBe Order. The parties agree thilt this Cc>ntract, any Supplemental .
Contract, and/or any Purohase Ordal' are commitments olthe ourrent revenue of HCDE and HCDE members, only.
5.26. OrcJerJllg P~cedurt\S
PUl'ohatle Orders are issued by HCDE and/or HCDE members to the Vendor occordlngto this Contract 8I1d lillY
Supplemental Contraot between HenE and the HCDE member. HCDE members must Bend Purohase Orders to CPC,
unless otherwise stipulated by HCDE/CPC, HCDE/CPC may request confirmation of reoeipt of the PurchaSe) Order
from Vendor.
HCDElCPC also may eloot to require e-(lommerce functionality, in which Purohase Orders ate Bent directly to Vendor
and reported by the HCDE member to HCDE/OPC on a spcllifled basis. Tho ,,-commeroe approach must be approved
by HCDE/CPC prior to the start date of any Term of the COfitraot,
5.27. Invoices; Payments
5.27.1. Vendor shall submit invoices, in duplioato, directly to HCDE or the HCDE member at the ap!)roprlate
location(s) specifled by HCDE or the HCOE member. Eaoh invoice shall Inolude HCDE's or the HebE
member's Purchase Order number and CPC Contract Num.ber. All invoices shall be Itemi7;~d to Include the
typo of product(s) lind/or lIerv!ce(s) rendered. Vendor shall submit Invoices Within a tImely manner during
Exoluslon 11.028-12 PageS of 12
RFP # 12/0SlDA
aCDS.s or the HCDE tt'lertlber's fiscal year In whloh tho produot(s) and/or sorvioe(s) are purohased, The
ahlpmcnt tracking number or pertinent information for verltloation of HCDE's or the HCDE melnber's
~eipt shall be made available upon request by HCDE or the HeDE member.
5,27.2. HeDB or Ihe HCOB member will make payments directly to Vendor. HODE or the HODE member plftplng
the PurGhase Order with Vendor shall alone be liable IUldlor responsible for payment for produot(s) and/or
scrvice(s) oroered and must be invoioed directly by Vendor. Neither HCOB nor MY HcnE member shall be
llabla for the indebtedness of anyone HcnE member.
5.27.3. TBX. GOV'T. CODE § 2251.021 shaJl govern when payments are due to the Vendor. Payments lite due to
Vendor by aCDS and lUly· HCoS member whose governing body meets only .onee ft. month or Jess
frequently, within forty-live (45) days after the later of the follOWing: (1) the date HCDE/CPC or the
RCDE member r~ceive8 the products and servicoa under the Contract; (2) the dllte the performanco of the
servioe under tho' Contraotis completed; or (3) the date HCDE/epc Or the HCDS member receive.~ an
ilWolccfor the products or service. For HCDE members whoso governing bodics meet more than onoe a
month or more oft'eil$ payments aro due by thoso HCDE' members within thirty (30) day~ after the later of .
the following: (1) tho date the HCDE member receives product(s) under the Contract; (2) the date the
performance of the service under tho Contraot Is completed; or (3) tho date the RODE member reoeives an
Invoice for produot(s) ot servlce(s). Vendor agrees to pay any subcontractors the appropriate Share of the
pII.yment recoiwd from HCDE or tho ileDE member 110t tater thlUl the tenth (10th) day after the date the
Vcndorreoelvos the payment from IlCDE or tho HCDE member.
The oxeeptiQos to payments made by HeDE, an aCDE member, and/or Vendor listed in TEX. GOV'T.
COnB § 22S 1.002 shall apply to this Contract.
5,28. Reporting
The Vendor shall provide HCDE/cPC with a de1alled monthly report showing the total dollar volUme of all sales
under this Contract for the previousmontli in Mlorosoft Excel format. in the fortnat and wltlithe information speQified
by RcnE/CPe. RepOJ1s ~ due on tha fifteenth (1S> day of the montb, after the close of the previous month and
shall provide information l'ogardlng Purchase Orders during the previous months. Vendor ia responsible for collecting
iUld compiling all sates: uuder this Contract from all HCDE. members lUl.d submitting 0011 (1) consolidated monthly
report; The monthly report shaIllnclude, at a minimum, the date of eaoh Purohase Order, PUl'ohllSe Order number,
HeDE member naDie; city/town Purohase onter total dollar lItnount, and percent complete. Reports slulll be submitted
in an electronic format 10 CPC at 6005 Westview, Houston, Texas 77055, or elcetronioally mailed to
Jnlcho/s@/Jcde-texas.org
5,29. Pricing Challges .
All prioes ~d dls,oount peroentages in Vendor's proposal shall be firm for the'Term olihls Contract. Prlolng may be
negotiated dUring the Contract renewal period. Vendor agrees to promptly lower the proportionate ptioo of any
product purohased through this Contract following a reduotIon in the price the Vendor is paying suppliers. All pricing
submitted to HeDE 10 Vendor'~ proposal sllall Include tho admlnjstratlve Cee to be remitted to BooE/CPO by
Vendor. It is Vendor's responsibility to keep all priolng up-to-date and on file with HCDE/CPC. AU price changes
shall be presented to HeDE/CPO for acceptance or rejection by RODE/CPC, In its 80le discretion, using the Illlme
fonnat 8S was aooepted In Vendor's original propoaal; all prioo changes for products and/or services provided under
this Contract must be approved. in writing, by HeDE/CPC prior to taking effeot.
The following dooumentatlon shall be provided to SUPPOl't a l'equllst for a price change:
• justineatlon fur ohange/lncrease
• terms and conditions
• market conditions
• manufacturers'/distrihutors' Impaot, ifan),
All prloe decreases shali bl! allowed for all products and/or services.
Exoluslon 11-28-12 Page 6 of 12
RFP #-1210SlDA
S.30. CPC Administrative Fee
HCDFJCPC will involoe Vendor, on 1\ monthly basis, for thCl CPC Administrative Pec oalculated as follows:
Annual Sales Using Cooperative Contract
$OM$2S0.000,OOO
$250)000,001-SSOO,OOO,OOO
$500,000,001· $7'0,000,000
$·150,000.001· $1,000,000,000
$1,000,000,0001 +
Adtninlstrative Fce
2.0%
US %
1.50%
1.25%
1.00%
The Iltvaloe-will bo based on totaisales made through the contract, Vendor shall remit payment of the CPC Fec made
pllyable to HrutisCounty Department ofEduoation no later than thirty (30) days following receipt oftbe invoice.
Failure to pay the CPC Fee In II timely manner may result in Vendor breaohlng the contraot and may result in
HCnE/Cpe suspending or terminating the contract, Vendor shall honor and pay HeDE the cpe Fee for any Bales
resulting thlm the contraot that occurred within thirty (30) days of the expiration or termination of the contract.
5.3 I. Records Retention
Vendor shall maintain its t'ecorda and aocounts in It manner that shall assure IJ full accounting for all product(s) and/or
servJce(lI) provIded by the Vendor to HeDEfOPC and/or HCDE members under this Contract. These records and
lWGounts shall be retained by Vepdor and made available fur review by acoBlcPc and HCDE members for a·period
. of not leslJ thatt three (3) years from the date of oompletion of the servlce(s), receIpt of product(s}, the date of tho
reoeipt by" HCOS or the liCDE member of Vendor's final Invoicl) or ohum for payment in cotUloction with thIs
Contraot, or the date HCDE Of the HCnE momber makes flnal payments and olosos pending matters in connection
With a federal.gtant, whlohever is later. [f an audit or a compliance review has been announoed, the Vendor shall
retain-its records and accounts until such audit or oompliance review has been completed.
5.32. Right to Review, A.adlt And InJlpeet
HCDElCPC, RCDB members. any federal agency that has .Awarded federal funds!grllnt(s) to RCDE or an HCDE
membof,lmd tbe Comptroller General altho United States, and/or any of their authorized represC"ntatIvO!I, shall, upon
written notloe, have the risht to audit and examine all of Vendor's records and accounts relating to this Contract and
inspect any proj~ctperformed by the Vendor relating to this Contract. Records Bubject to audit/review shldlln()lude,
but arc not limited to, all Purohase Orders resulting from this Contract and records which may have II bearing .on
matters of interest to HCDE and/or HCDE melnber(s) In oonneotion with the Vendor's work for HCDE and/or HCDE
. meMbers, and shall bl) open to inspection and subject to audit/review and/or reproduction by HCDE/OPC, HCDE
member, IUtdlor their au1horized representative(s) to the extent necessary to adequately permit evaluation and
verification of:
5.32.1. Vendor's IlOmpUance with this Contract and the requirements of the RFP.
5.32.2. Compliance with procurement Jaws. policies, and procedures, inoluding. without limitation,
reviewing/comparing pricing 011 Invoices and the appropriate RS Means unIt price book for JOC work
perfOrmed for HCDE and/or HeDB members.
5.32.3. Compliance with provisions tel' computing billings to HCDBlCPC and/or tQ HCDE mom bel's.
5.32.4, Any other matter related to this Contraot,
5.33. Indemntnciltion
VENDOR SHALL INDEMNIFY A@ HOlD HARMLESS HcnE AND EACH HCDn MEMBER. INCLUDING
HCDE'S AND HCPE MBMBERS' TRUSTERS, OFFICERS. ADMINISTRATORS, EMPLOYERS. AND
AGENTS. FROM All CLAIMS, LIABILITIES. COSTS, SUITS OF LAW OR IN EQUlTY. EXPENSES.
RESONABLE ATTORNEYS' FEES. FINES. PENALTIES OR DAMAGES TO THE EXTENT ARISING FROM
TIIE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS QF Y~QR. VENDOR'S EMPLOYERS.
AQENTS, .QR SDBCOijTRACTORS. IN CONNECTION WITIl TI-nS CONTRACT, INCLUDING WITHOUT
Page7of12
RFP # 12/0SlDA
LIMITATION. THOSB ARISING mOM CLAIMED mfRlNGEMENT OF ANY PATENTS. lJlAPEMABKS;
COPYRIGHT OR OTHER CORRESPONDING RIQHTlSl BY. VENDOR meH IS ULATED TO ANY ITEM
YBNDOR IS REOUIRED TO DELIVER. VENDOR'S OBLIGATIONS J,JNOOR. THIS CLAUSB SHALL
SUlWI'YB ACCBPTANCE AND PAYMENT BY HCDB OR THR RenE MEMBER.
5.34. Governing Law And )txeluBive Venue
The laW! oftha State of TOXIlS, without regard to its provisions on conflicts otlawa, govern this Contract. Any dispute
under this Contract InvolvIng BcnE nmat be brought exclusively In the SUlte and federal courts located in Houston,
Harris County, TexlIS, ftIld -tho partle9 hereby sub:mit to tho exolusive jurisdiction of said courts. Any dispute not
involving HCDE but involving an HCDE member Rnd Vendor shall be govertled by the laws of the statil of the HCDE
member, without regard 1:0 its provisions on conflicts oflaws, and exolusive jurisdiotion and venue shall lie in the clty~
county, and state of the HCDE member.
5.35. Multlplu Contract Awards; Non .. Excluslvity _
HCDB rIBorves the -rJaht to award multIple contractS under the RFP, Including multiple oon1racts for each
produotlservioo category. ProductiServl00 categories ttre established at tho sole discretion of HCDEICPC. Nothing In
this Contraot may be construed to imply tbat Ven40r has the exolusive right to .provide produots and/Qf (jervlces to
HCDE and/or HeDE members. During the Term oftbls Contraot, HCOE and HeOn membersreaerve the right to use
all available resources to pro(lure other pr.oduotll and/or SQrviocs 118 needed ood dolns so will not violate any rights of
Vendor. Additionally. although multiple con11'\1ots may be awarded under the RFP, no HeDn member may compete
Delivery Orders with other HCDE/CPC Vendors.
5.36 New Products
New produots thtrt meet the speolfIcations detailed in the RFP may be added til this Confrllllt, with prior written
approval from HCOB/CPC. prloins Of'My now produets shall· be equivalent to the petcentage discount or proposed
prices for other similar produc1S. Veridor may replace or add products to theilOntraot If: the replacing produetsaro
equal to or superior to the original produots offered or discounted in asltnilar degree or to a greater degree and the
products meet the requirement~ aftho RHP. No products may be added to avoid competitive proourement procedures.
HCDElCPC may reject any proposed addlt!"ns, wlthoutoause, in its sole discretion.
5,31. No Substitution
Any Purchase Order Issued pursuant to this Contract "hall conform to the spcoifiQatlol.1s and descriptions Identified in
this Contract and the R.FP. Vendor shall not dlbJiver substitutes without prior written authorllatlon from HCDB or the
HCnE member.
5.38 Penalties
lithe Vendor is unable to provide the product(s) or services at the prices quoted in Vendor's propogal or If Vendor
fails to fulfill or abide by the terms ood condltiolls of tho Contract, the RFP, or It. Supplemental Contract, HCDE or tho
HCOE member may tab thefoUoW)ttgaotibn(s), in the sole discretion of HCDE or the HCDB member, and Velldor
agrees to co:mply with the ohosen actiOt1(Ii):
5.38.1 Insist thatthe Vendor honor the quoted price(s) IIpeoUied In Vendor'Jl proposal or the Supplemental CQntraet,
as applicable;
5.38.2 Have the V~ndor pay the difference between tho Vendor's price and the price of the next acceptable
proposal, as determined by ReDE or the HCDE member;
5.38.3 Itave the Vendor pa.y tho dlfferencl'l bl'ltween Vendor's price and the aotual purchase price of the product or
servioe on the open market; and/or
5.38.4 Recommend to HCUB Board of Trustees thnt tho Vettdor no longer be given the opportunity to submit 8
proposal to ReDE and/or that this Contract be tem'llnated.
5.39. Promotion of Contract Marketing Plan
The marketing of Vendor's company, produot, and/or services shall be the sole resllonsibJUty of Vendor. HCDElCPC
may only supply Vendor with Reon members' contact lists that contail) name, address, phone numbel'$, and/or email
addresses. Other Items geared towlird the joint-marketing of CPC and Vendor's company, product, and/Dr services
shall be at HCDE/CPC's sole disoretion. EncolU'aging aCOE members to clrcumvcmt this Contract by purchasing
directly iTom Vendor may result In suspension or termination of this Contract. For so long as Ihls Contract is valid Rnd
Exoluslon 11·28·12 Page B of12
RFP (I 12lOSlDA
enforoeablebetween the partie8, Vendor agrcos to dl!!play the CPC seal In ita ntarketlng oollateral materials. suoo as
Veftdol"s webslto atld related marketing materials. Vendor shall submit all promotional materials to HCDBlCPC and
obtain written approval before Vendor fmaU.zes or publishes promotional material bearing the MCDE/Cpe 01' C.,C
name or seal. Vendor may not rcloase any press release or other publication regarding this Contract or HCPa/CPC
unless andl,lntU HCDntCPC first approves the press releASe or pubUca1ion in writing.
5.40. Website Suppor'
Vendor agrees to oooperate wlth BOOB/Cpe in publloizlng contract partioul1ll8 on the CPC website. Vendor also
aarells to work with aeDn/Cpe iil updating aud maintaining ourrent Infurmatlon on Vendor aotivitles related to the
Contraot on lbe ope website. Vendor agrees to provIde an electronio version of its logo for u~ oil the CPC websIte
upon request and provide other information as reasonably requested by HCPBlCPC to help enSure that the CPC
website is current and conshltently updated.
SAl. Safety
Vendor, its suhoomraotor(s), and theJrrespeotive employees shall comply fully with all appUoablo federal, state, and
looal safety and ·health laws, ordlnanoes, rules, and regulation& In the performance of services under this Contract)
lholuding, without limitation. thoso promulgated by HCDElCPC, HCnE members, aJld by the Oooupationm Sfltety
and Health Administration ("OSHA"). In ol\s.e of contlfot.1be most stringent safety req"lrements shalt govern. Vendor
shall comply with aU t)ther safety guldelinOllIl114 stanlfards as required by HCDlYCPC or IiCDE members. Vendor
shall Indemnify and hold HODS andlor 1he HCDE member harmless from and against all claims, demandll. suits,
aotlon~, judgmentu, fines, penalties, and liability of every Idnd arIsing from the breach of Ven4or's obligations under
thJs proVl6iOn.
5.42. Workforce
Vendor shall employ only orderly and competent workers, skilled in the performanoe of the services, if any, which
shall be performed under this Contract. Vendor, its employees, subcontractors, artd subcontractor's employees lUlIY
not use or possess any fireal'tnB, alcciholic or other intmdcatfug beverages, Illegal drugs or controlled substances while
on the job ·or on HCDltand HCt>E members' property, nor may such worl<ers be intoxicated or under the influenco of
alcohol or drugs on HCOE and HCOa members t property.
S .43. Supplemental Contra$
An HCOB member IIlld Vendor may enter Into a separate. Supplemental Contract. Any Supplemental Contract
developed itS a result of this Contmot andlcr the RFP is exclusIvely between the acon member and Vendor and shall
. have no effect or impact on HCOa, any other HCDE member, or this Contract. Any SuppiementalContract between
Velidor and anHCOE member Is ""Illusively between that $peoifio nCDE member and Vendor and will be subJect to
immedIate oancellation by the ReDB member (without penltlty til the RCDE member) if, in the opinion of the HCDE
member, the quality, setvice, and specification requirements. andlor the terms al'td conditions are not maintained as
stated in the SupplemenUlIContraot.
5.44. Insurahee
Vendor Is required to provide HCDE/CPC andlor the HCDE member with copies of certlftlilate.s Qf insurance, naming
HCDE/CPCandlor the HCnE member as additional Insureds for Texas Workers Compensation and (Jeneral Liability
Insuranoe, b\lt only to the extent indemnified pursuant to this Agreement and in relation 10 the services petf9rniod by
the Vendor hereunder, within 14 business days of rontrad nWllrd and prior to tbe cClmmencement of any work
under this Contract. a,rtlfleates ofInsumnce, nrune and address c>fVendor, the limits ofliabiJity, the effective dates
of each polloy. and polloy number shall bfl delivered to acnBlcPc lU1dIorthe HCDS member prior to
COmn1encemertt of any work under 'this Cbntrllot. Tho ihSUl'IlUQe company Insuring Vendor shall be Iicerulcd in the
State Qf Texps or the state In whiDh the HCDE mettlber is looated, and shall be acoeptable to HCDE/CPC and/or the
ReDS momber. Vendor shall give HCDBlCPC or the }ICD'S member a minimum of ten (10) days' notioe prior to
any modifications or olWcellation of said policies of insuflilloo. Vendor shall require all subcontractor~ performinjJany
work under or relating to this Contraot to maintain coverage as specified below. Vendol' shall, at all timell during the
Term of this Contract, maintain Insunmce coverage with not less than the type IUld l'equlrements shown below. It'the
HeDE member has higher Insurance requiremonts than those listed below, suoh mlly be added to the }.lurohll5o Order.
Suoh Insuranoe Is to be provided at the sole cost of the Vendor. These requirements do not establish limits of Vendor's
liabUity.
Exolusion 11·28·12 Page90f12
i.
RFP # 12/0SlDA
All polloies of bt8ul'lIuce shall waivo 1111 rights of subrogation agftinst HCDE, HCDE ntembets, and HeDE and :aCDE
tttcmbera' offioers. employees and agents, ("Indemnified PartIes\!) IliI:cept to theeirtent lUIy claim, \O$S or damage Is
dlreclly cllusod by the Indemnified partlOll,
HeDE and 1ho BePB member, as requested, shail be nlUlled as an "additional Insured" on insurance pollcles, however,
such Inclusion as an additlonll! insured shall be limited to the extent suoh parties are indemnified pursUQUt to the
Agreement entered into IlIld related 10 services pertbrmed by Vendor under such Agreement.
BeDE and tho HCDE membel' reserve the right to require additional Insurance should HCDE or the HCDE member deem
addlt/onallnsuranoe neoossllIy,in their sale discretion.
• Workers CdmpenslUion (with waiver of subrogation to HCDE lind the HmB member) Employer's
inoludlDJ all states, U,S. Longshoremen) Hmbor Workers and other endorsements •
Liabllity,
• \ Statutory, and Bodily Injury by Accid\!!nt: $100,000 each employee. Bodily Injury by Disease: $500,000, pollcy
limit $l00,OOOeaohemployee.
• Commercial General LiablUty OQQ~rrence Ponn Inoluding, but not limited to, Premises and Operations, ProduCts
Lfability Broad Form Property Damltgc, Q)ntrEtOttml Liabfl1ty, Porsonal and Advertising hYury LiabIlIty and whore
thecxposuro exlsts. coverage fer watercraft, blasting collapse, and explosion9, blowout, cratering and underground
damag(l, $300.000 eaoh ocourreuoe Limit BodUy Iqjury and pt\)p~ DlUllage combined, $300,OOt) ProduOfs.
Completed Operatlona Apgate Limit $500;000 per lob Aggregate. $300iOOO Personal and Advertising Irijury
Limit.
• Automobile Liability Coverage: $300,000 Combined liability Limits Bodily Injury IIltd Property Damage Combined.
5.45. Partlc:ipatlon In CPC
Vendor RdklioWledges and agrees that continued participation in the CPC cooperative purohaslng program is subject to
HCDBlCPC's sole dixcretion and thllt Vendor may be removed "from the CPC program at lUIy time, with or without
causill. in HCDE/CPC's sole discretion, All work resulting from this Contract must cease immediately a·ftercoinpletion
of thonnal aocepted Purohase Order, Nothing in this Contraot or in any other col11lnuniclitlon between HCDE/CPC
and Vendor may be construed as a guaranti'lo that HCPElCPC or HCDE members wlll·submit any Purchase Order to
Vendor at liny time.
5.46. No Agency or Endllr$ements
It Is the intention of the parties to this Contract that Vendor ill independent of HCDE and HCDE members, is an
independent contraetorJ and Is not an employee,agent, joInt venturer, or partner of HCI)E or any HCDE member.
Nothing in tbls Contract shall be interpreted (lr C4lnstrued as oreating or establishing the relationship of employer and
empJoyeo, agent,Joint venturer or partner. between HCDBand Vendor, any BCDS member and Vendor, HCDS and
any of Vendor's agMts~ or any HCDE member and any of Vendor's agents, Vendor hasuo power or authorlty to
assume or create any obligation or respohslblllW on behalf of HenE or lItly HCOE member, and BePE and HCE
membors have no power or authority to assume or oreate any obligation or responsibility on behalf of Vendor. This
Contl'aot shall not be oonstrued to create or Imply IUIY partnership, agency. or joint venturI). nor shall it be oonstrued or
deemed 11'11 endor!ement of fL speclfic company or produ~t, Vendor agrees that BeDE and HeDE members have no
responaibUlty for any conduct of any ofVen<lor'semployees, agents, reprcgentatlves, oontraotors; or subcontraotors.
5.47. Equal Opportunity
It Is the policY of BCDE not to <lillorlmlnate on the basis of race, oolor, national otigln, gender, limited English
profioienoy or handicapping oonditions in its programs, Vendor agrees not to disoriminate against any employee or
applloant fol' employment to be employed In the performlUlce of this Contraot, with respeot to hire. tenure. terms,
conditions and privileges of employment, or Il matter directly or indirectly related to employment, beoause of age.
(except where based on a bona tide occupational qualif1cation), se)( (except where balled on a bOM fide oocupational
qualification) or race, color. religion, nntlonal orIgin, or oncestry. Vendor further agrees that every subcontraot entered
Into fur the performanoe of this Contract shall contain a provision requiring non-discriminatIon in employment h(lrein
speolfled, binding upon eaoh subcontraotor. Breach of this covenant may be rogftrded as a material breaoh of the
Contract.
Exoluslon 11-28·12 Page 10 ofl2
RFP # 12/051DA
5.48. P4)rce Majeure
Neither. aCDE, any HCDE member, or Vendor shllll be deemed to have breached any provision of this Contract as a
result of an)' delay. failure in pGrl'ormanc.Iil, or interruption of service resulting dlt'eotly or Indirectly from acts of Ood,
network failures, aots of cLvil or mlJltary authorities, (llvU disturbances, wars. energy crises, fires. transportation
contingencies, interruptions Inthird·party teie®mmunioations or Internot equipment or servi(4), other oatastrophes, or·
any other occurrence9 which are reasonably beyond HCDE, any HCDB member, or Vendor's control.
HODE, HCDE membcl'$. and Vendor are required to use due caution lind "reventlve measures to protoot against the
effects of' force ml\leufo, IlItd the burden of proving that a force ml\leure event hM occulted shull rest on the party
seekIng relief under this provision. Tho party seekins relief due to force maJeure!s required to promptly notifY the
other parties in writing, oltlng the det~lI(1 of the foRlo maJeure event and rellet sought, IIrtd shall rosul'tle performance
ImmediatelY after. the obstacles to performance caused by a: !broe majeure event have been I1lffioved, provIded the
Contract hQilllot been Ullmir1ated. Delay or failure ofperformancl\ by either pllrty to this Contraot, oaused $Olely by a
forcc ml\leuro event, shall be exoused fur the period of delay aaused solely by the force majeure event, HODE, HCPE
members, and Vendor _hall not have anY!.llllim for damages against any other party resultlng from delays caused
lIolely by force ml\lcuro. Notwithstanding any other provision of this Contract, in the event the Vendor's perfurmance
of Its obligations under thIs Contract is dolayed or stopped by a !bree majeure event, aCOE shall have the option to
terminate this Contraot. This section shllll n.ot be interpreted as to li1l!it or otherwise modifY any ofRCDE;s or ReDE
members' cOI1tn\Ctual, legal, or equitable rights.
5,49. SsverabUfty
III the event anyone or more of the provisions contained in this Contract shall for lU1.y reason be beld to be invalid,
illegal, or unenforoeable In any respeot, ~uch invalidity. illegality. or unenforceability sbflllnot affect any other
provisions, and the Contract shall be construed as If such invalid, Illegal, or unenforceable proVision had never been
contained in It.
5.50. Wilivor
No tailul'e on the part of either party at any time to require the performanoo by the other party of any term hereof shall
b~ takonor held 11:) be a waiver ohuah term or in IIny way affect suoh party's right to en(1)1oe Buch term, IUld no
waiver 011 the Plll1 of either party of any term hereof shall be taken or held to bel a waiver of any other term·hereof or
the breach tlterClOf, No waiver, alteration, or modIfication of any of the provisions of this Contract shall be binding
unless in wrltirtslll1dslgoed by duly authorized representatives Of the parties hereto,
5.51. Entire Agrellment .
Thi! Contraot, the RFP, Vendor's propolUli submitted in responso to the RFP, the atUlched and inCOtporated
attachments, addendum, and/or exhibits, if any, and the SUIJplemental Contract, if any. contain the entire agreement of
the parties relative to the purpose(s) of the Contract and supersede any other representations, pgreements,
arrangements, negotiations, or understandings, oral or written, between the parties to this Contract. In the event of a
confllot b6iweenthls Contract and the RFP or Vendor's proposal submitted in respOOIlC to the RFP. this Contract shall
oontrol. In the event of a conflict between the RFP and Vendor's propoaal submitted in response to the RFP, the RPP
shall control. this Contract supersedes any conflicting terms and conditions on any Putohase Order, invoices, checks,
order aoknowledgements, forms, purchase orders, 01' similar commerolal doouments relating hereto and which may be
Issued by Vendor Erfter the Effeotive Date of thIs Contract
In addition to tIllli Contract, a Supplemental Contract between Vendor and the HeDE member may be.estabUshed to
further detail the tilrll\S and condltlons of the HCDE member's speoific project, Iu the event of a conflict botween this
Contract and the Supplemental Contract, as to HCDE. this Contraot shall pr~vtlil. In tho event of a oonflict betw<len
this ColJtract and the Supplemental Contract, as to the HCDE member, the Supplemental Contract shall prevail uruess
the SupplementatContraot states otherwise.
5.52. Interpretation
Vendor agrees that tho normal rules of construction that require that l\l1y ambiguities In this Contrac1 I\I'e to be
oonstrued against the drafter shall not be employed In tho interpretation of this Contraot.
S.53. Not":o
Exclusion 11·28·12 Page 11 af12
RFP # 12/0S1DA
Any notice provided undor tho terms of this Contract by the parties to IIny other shall be In writlng and shall be given
by hand· delivery or by certltIed or registered maU,rtrturn receipt requested, Notice shall bll sufficient if made or
addressed to the party at the address listed in the signature line ofthill Contraot. NotioD shall bodeemed effective UpOIl
reoelpt. Eaoh party may ohango the address at whloh notice may bl) sent to that party by giving n01ice of suoh chlll1ge
to the other party by oertified mall, return reollipt requested,
5.54. CilptlOl1l
The oaptlons herein are for oonvenience and Idontlficatlon purposes only. are not IU'l integral part hereof, and are nQt to
be oonsidered in the interpretation of any part hereof. .
5.55. Contract AeeeptaRu and Slgniltures
The undersigned Vendor hereby proposes lind a~ees to 'furnIsh produots IIlldlor servioes In sttict compliance wIth the
terms, speclfioations. and conditions of tho RFP, this Contraot, and Vendor's proposal. Tho undersigned further
certifies that he or she is an officer of theoompany and has authority to negotiate and contract for till) complUlY named
below and meets/agrees with a.l1 ofthl!l terms and conditions of this Contract and the RFP.
Company Name
Address
CitylStatelZip
Telephone No.
Pax No,
E-mail Address
AuthorIzed SIgnature
Printed Name
Posltlon With Company
Sales Representative
E-mail Address
WebsiteURL
Allecpted by HCDE
wwJ.a.b= co .......... .
TermofContraot 1115/13 to 1114115
Unl"-S8 otherwise 8tate~ this Conttaot is for a pllriod of two (2) years with an option to renew annually for Qtl additional three Q)
yeRl'S if IiIgreed to by HCDB and Vendor. Vendor shall bonol' all CPC Adtnlnlatra.tive Fees fur any sales resulting ftom this Contraat
whllther Vendor is awarded a renewal or nat.
BCDE Authorized Signature
Printed Nlllne: Jesus Amezcua, Assistant Superintend of Business Services
Contract No.: lZ/051DA-OI
...... .. ,....torltt", ......... ·· ___ • _·JoII ..... r·_"IO~~ _______________ ~ ______ ~~ __ _
Exolusion 11·28·12 Page 12 of12
519/2017 Detail by Entity Name
Department of State 1 Division of Comorations I Search Records I Detail By Document Number I
Detail by Entity Name
Foreign Limited Liability Company
ABM ELECTRICAL POWER SERVICES, LLC
Filing Information
Document Number
FEIIEIN Number
Date Filed
State
Status
Principal Address
4390 Parliament Place
Suite Q
Lanham, MD 20706
Changed: 04/15/2017
Mailing Address
4390 Parliament Place
Suite Q
Lanham, MD 20706
Changed: 04/15/2017
M 14000000241
20·3180504
01/14/2014
DE
ACTIVE
Registered Agent Name & Address
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324
Authorized Person(s) Detail
Name & Address
Title Member
ABM Electrical Power Solutions, LLC
4390 Parliament Place
Suite Q
Lanham, MD 20706
Annual Reports
Report Year
2015
Filed Date
04/12/2015
DIVISION OF CORPORATIONS
http://search.sunbiz.orgllnquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=lnitial&searchNameOrder=ABMELECTRICAL..1/2
519/2017
2016
2017
Document Images
04/02/2016
04/15/2017
Detail by Entity Name
04/15/2017 -AN N UAL REPORTi-----vi~;;~9-;;;;-pDF-i;;-~~t---J
04/0212016 -ANNUAL REPORT, Vi~;;:' -i~~g-~·i-npDF-f~~at--1
0411212015 -ANNUAL REPORT: View image in PDF format 1
!====================~~r---View image in PDF format -I 01/14/2014 -Foreign Limited
Florida Departmen[ of State, DiVision of Corporations
http://search.sunbiz.org/lnquiry/CorporationSearchlSearchResultDetail?inquirytype=EntityName&directionType=lnitial&searchNameOrder=ABMELECTRICAL.. 212
2017 FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT
DOCUMENT# M14000000241
Entity Name: ABM ELECTRICAL POWER SERVICES, LLC
Current Principal Place of Business:
4390 PARLIAMENT PLACE
SUITE Q
LANHAM, MD 20706
Current Mailing Address:
4390 PARLIAMENT PLACE
SUITE Q
LANHAM, MD 20706 US
FEI Number: 20-3180504
Name and Address of Current Registered Agent:
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324 US
FILED
Apr 15, 2017
Secretary of State
CC5206690715
Certificate of Status Desired: No
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent
Authorized Person(s} Detail :
Title
Name
Address
MEMBER
ABM ELECTRICAL POWER
SOLUTIONS, LLC
4390 PARLIAMENT PLACE
SUITEQ
City-State-Zip: LANHAM MD 20706
Date
I hereby certify that the information indicated on this report or supplemental report Is true and accurate and that my electronIc Signature shall hava the same legal effect as if made under
oath; that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and
that my name appears above. or on an attachment with all other like empowered.
SIGNATURE: ABM ELECTRICAL POWER SOLUTIONS, LLC MEMBER 04/15/2017
Electronic Signature of Signing Authorized Person(s) Detail Date