1

CITY OF HOUSTON INVITATION TO BID

Issued: April 26, 2019

BID OPENING

Sealed bids (labeled with the company name, address, and bid number), in duplicate, will be received by the City Secretary of the City of Houston, in the City Hall Annex, Public Level, 900 Bagby Street, Houston, Texas 77002, until 10:30 a.m., Thursday, July 11, 2019, and all bids will be opened and publicly read in the City Council Chamber at 11:00 AM on that date for the purchase of:

ASBESTOS AND MOLD REMEDIATION SERVICES FOR THE GENERAL SERVICES DEPARTMENT

BID INVITATION NO.: S78 – N28973 NIGP CODE: 926-78, 918-42, and 918-43, MWBE GOAL: 0%

BUYER

Questions regarding this solicitation document should be addressed to Katie Moore at 832.393.8710 or e-mail to katie.moore@houstontx.gov.

ELECTRONIC BIDDING

To submit a bid for the items associated with this procurement, the vendor must fill in the pricing information on the “PLACE BID” page.

PRE-BID CONFERENCE

A Pre-Bid Conference will be held for all Prospective Bidders at 611 Walker Street, Bob Lanier Public Works Building, 11th floor, Conference Room #1148, at 9:00 a.m. on Wednesday, May 15, 2019 with a conference call in number 832-395-1148. Additionally, a pre-bid site inspection will be scheduled for the Houston Fire Department (HFD) facility located at 6903 Perimeter Drive, Houston, Texas, on Tuesday, May 21, 2019. Bidders are not required to attend the pre-bid site inspection, but attendance is highly recommended.

All Prospective Bidders are urged to be present at the Pre-Bid Conference. It is the Bidder’s responsibility to ensure that they have secured and thoroughly reviewed the solicitation documents before the Pre-Bid Conference. Any revisions to be incorporated into this solicitation document arising from discussions before, during and after the Pre-Bid Conference will be confirmed in writing by Letter(s) of Clarification before the bid due date. Verbal responses will not otherwise alter the specifications, terms, or conditions as stated herein.

Bidding forms, specifications, and all necessary information should be downloaded from the Internet at https://purchasing.houstontx.gov/. By registering and downloading this solicitation document, all updates to this solicitation document will be automatically forwarded via e-mail to all registered Bidders.

2

The place of the bid opening may be transferred in accordance with Paragraph (b), (5) of Section 15-45 of The Code of Ordinances, Houston, Texas. The bid opening meeting may be rescheduled in accordance with Paragraph (b), (6) of said Section 15-3.

The City reserves the right to reject any or all bids or to accept any bid or combination of bids deemed advantageous to it. City Employees are prohibited from bidding on this solicitation in accordance with the Code of Ordinances, Section 15-1.

*CONTENTS: SECTION A: OFFER SECTION B: SCOPE OF WORK/SPECIFICATIONS SECTION C: GENERAL TERMS & CONDITIONS *NOTE 1: Bidders must read the bid document in its entirety and comply with all the requirements set forth therein. *NOTE 2: To be considered for the award, please submit the electronic bid form and the forms listed in Section A, including the Official Signature Page, which must be signed by a company official authorized to bind the company.

3

SECTION A

ASBESTOS AND MOLD REMEDIATION SERVICES

FOR THE GENERAL SERVICES DEPARTMENT BID INVITATION NO.: S78 – N28973

NIGP CODE: 926-78, 918-42, and 918-43, MWBE GOAL: 0%

To The Honorable Mayor and Members of the City Council of the City of Houston (the “City”), Texas:

The undersigned Bidder hereby offers to contract with the City upon the terms and conditions stated in that certain construction contract entitled "Contract for Asbestos and Mold Remediation Services for the General Services Department," which was distributed by the City together with the "Notice to Bidders" and is hereby incorporated herein by this reference (the "contract"). This offer is made at the prices stated on the electronic bid form. When issued by the City of Houston, Letters of Clarification shall automatically become part of this bid document and shall supersede any previous specifications or provisions in conflict with the Letters of Clarification. It is the responsibility of the Bidder to ensure that it has obtained all such letters. By submitting a bid on this project, Bidder shall be deemed to have received all Letters of Clarification and to have incorporated them into its bid.

The City may accept this bid offer by the issuance of a contract covering award of the bid to this Bidder at any time on or before the 180th day following the day this Official Bid Form is opened by the City. This offer shall be irrevocable for 180 days but shall expire on the 181st day unless the parties mutually agree to an extension of time in writing.

The City of Houston reserves the option after bids are opened, to increase or decrease the quantities listed, subject to the availability of funds, and/or make an award by line item.

If the City accepts the foregoing offer, this Bidder promises to deliver to the City Chief Procurement Officer of the City, five (5) original counterparts of said contract duly executed by this Bidder (as "Contractor") in accordance with this paragraph, proof of insurance as outlined in Article II of the contract, all on or before the tenth (10th) day following the day this Bidder receives from the City the unsigned counterparts shall be executed so as to make it binding upon the Bidder, and all of the applicable requirements stated in the document entitled "Instructions for Execution of Contract Documents," (which was distributed by the City) shall be complied with.

The City expects to enter into an agreement with a responsible bidder whose bid, conforming to all material terms and conditions of this solicitation, is the lowest in price. The City reserves the right to cancel this ITB, accept or reject, in whole or in part, any or all bids received and to make

4

an award based on individual items or combination of items, as it is deemed in the best interest of the City.

If the City accepts the foregoing offer, this Bidder shall furnish all labor, supervision, materials, supplies, equipment, and tools for cleanup and disposal of mold-damaged building materials necessary to provide Asbestos and Mold Remediation Services for the City in accordance with attached specifications.

FEMA-FUNDED PROJECTS

The Contractor will be required to execute a standard City of Houston construction contract agreement, a copy of which will be made available during the procurement process. Respondents should be advised that once a project is awarded, it will be a lump sum contract. Respondent acknowledges that the Federal Emergency Management Agency (FEMA) financial assistance will be used to fund this Agreement and Respondent agrees to comply with all applicable Federal laws, regulations, executive orders, and FEMA requirements. Note that the Hire Houston First Program does not apply to federally-funded contracts, including the subsequent contract that will be executed pursuant to this solicitation.

Documents/forms must be downloaded from the City’s Website at http://purchasing.houstontx.gov/forms.shtml

Additional Required Forms to be included with this Bid:

In addition to the Electronic Bid Form and the Official Signature Page, the Forms listed in Table 1 must be completed and submitted to the Office of the City Secretary on or before the date and time the bid is due. When submitting bids via UPS/FedEx, etc. please label it with the name: Office of the City Secretary, City Hall Annex, Public Level, 900 Bagby, Houston, Texas 77002, along with the bid/proposal number:

TABLE 1 - REQUIRED FORMS Affidavit of Ownership Fair Campaign Ordinance.doc (Form-A) Conflict of Interest Questionnaire.doc Pay or Play-1A, Program Acknowledgement Form Pay or Play-2, Certification of Compliance Contractor References Statement of Residency Debarment and Suspension Certification Byrd Anti-Lobbying Certification Bid Bond

Table 2 lists other documents and forms that should be viewed/downloaded from the City’s website, but are not required to be submitted with the bid. The City will request these forms, as applicable, to be completed and submitted to the City by the recommended/successful bidder:

5

TABLE 2 - DOCUMENTS & FORMS Drug Forms.doc EEOC.doc Formal Instructions for Bid Terms.doc Sample Insurance Over $50,000.pdf Insurance Endorsements Pay or Play - 3 List of Participating Subcontractors Pay or Play – 4 Contractor/Subcontractor Waiver Request Pay or Play – 5 Contractor/Subcontractor Reporting Form Performance Bond Payment Bond

Questions concerning the bid should be submitted by e-mail to katie.moore@houstontx.gov no later than 4:00 p.m. CST., Monday, June 3, 2019

SITE INSPECTION

The City of Houston reserves the right to inspect the Bidder’s current place of business to evaluate equipment condition and capabilities, staff experience, training and capabilities, and storage capabilities as they relate to the performance of this contract.

QUALITY AND WORKMANSHIP

The Bidder must be able to demonstrate upon request that it has satisfactorily performed services similar to the services specified herein. The Bidder will provide records of warranty and repair services upon request by City. The City of Houston shall be the sole judge as to whether the services performed are similar to the scope of services contained herein and whether the Bidder is capable of performing such services. Any manufacturer’s names, trade names, brand names, or catalog numbers used in the specifications are for the purpose of describing and establishing the general quality level, design and performance desired. Such references are not intended to limit or restrict bidding by other Contractors but are intended to approximate the quality design or performance, which is desired. Any bid, which proposes like quality, design or performance, will be considered. Equivalent products will be considered, provided a complete description and product literature is provided.

PROTESTS

Protests should be filed in accordance with the City of Houston Administrative Policy (A.P. No. 5-12) http://www.houstontx.gov/policies/administrative_policies.html.

NO CONTACT PERIOD

Neither bidder(s) nor any person acting on bidder(s)'s behalf shall attempt to influence the outcome of the award by the offer, presentation or promise of gratuities, favors, or anything of value to any appointed or elected official or employee of the City, their families or staff

6

members. All inquiries regarding the solicitation are to be directed to the designated City Representative identified on the first page of the solicitation.

With the exception of bidder’s formal response to the solicitation and written requests for clarification during the period officially designated for such purpose by the City Representative, neither Proposer(s) nor persons acting on their behalf shall communicate with any appointed or elected official or employee of the City, their families, or staff through written or oral means in an attempt to persuade or attempt to persuade or influence the outcome of the award or to obtain or deliver information intended to or which could reasonably result in an advantage to any Proposer from the time of issuance of the solicitation through the pre-award phase and up to the date the City Secretary publicly posts notice of any City Council agenda containing the applicable award. However, nothing in this paragraph shall prevent a bidder from making public statements to the City Council convened for a regularly scheduled session after the official selection has been made and placed on the City Council agenda for action, or to a City Council committee convened to discuss a recommendation regarding the solicitation.

MINORITY AND WOMEN BUSINESS ENTERPRISES

Contractor shall maintain records of subcontracts and supply agreements with certified MWBEs, containing the language required herein. In addition, the Contractor shall submit all disputes that may arise with MWBE subcontractors/supplies to mediation provided by the City, if directed to do so by OBO.

Contracts funded in whole or in part by federal funding (e.g. FEMA Public Assistance Grants) are also subject to the requirement to solicit minority businesses, women’s business enterprises, and labor area surplus firms are used when possible, located at 2 C.F.R. § 200.321. The list of Labor surplus firms is provided at the Department of Labor’s website at https://doleta.gov/programs/lsa.cfm.

Regulation 2 C.F.R. § 200.321 requires, where subcontracting is permitted, contractors to take the following affirmative steps:

I. Solicitation Lists. The Contractor must place small and minority businesses and women’s business enterprises on solicitation lists.

II. Solicitations. The Contractor must assure that it solicits small and minority businesses and women’s business enterprises whenever they are potential sources.

III. Dividing Requirements. The Contractor must divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women’s business enterprises.

IV. Delivery Schedules. The Contractor must establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses and women’s business enterprises.

V. Obtaining Assistance. The Contractor must use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

7

The Contractor must take these steps regardless of whether it has met the City’s MWBE goal referenced above.

ANTI-BOYCOTT OF ISRAEL

Contractor certifies that Contractor is not currently engaged in, and agrees for the duration of this Agreement not to engage in, the boycott of Israel as defined by Section 808.001 of the Texas Government Code.

ZERO TOLERANCE POLICY FOR HUMAN TRAFFICKING AND RELATED ACTIVITIES

The requirements and terms of the City of Houston’s Zero Tolerance Policy for Human Trafficking and Related Activities, as outlined in Executive Order 1-56, as revised from time to time, are incorporated into this Agreement for all purposes. The contractor has reviewed Executive Order 1-56, as revised, and shall comply with its terms and conditions as they are set out at the time of the Countersignature Date. Contractor shall notify the CPO, City Attorney, and the Director of any information regarding possible violation by Contractor or its subcontractors providing services or goods under this Agreement within seven days of Contractor becoming aware of or having a reasonable belief that such violations may have occurred, have occurred, or are reasonably likely to occur.

8

SECTION B SCOPE OF WORK/SPECIFICATIONS

1. SCOPE OF WORK

1.1 The Mold Remediation Contractor shall provide all labor, materials, equipment, and supplies for the cleanup and disposal of mold-damaged building materials, detailed more explicitly in Attachments A & B, at the Houston Fire Department facility located at 6903 Perimeter Park in Houston, Texas.

2. INSURANCE

2.1 Contractor shall have and maintain in effect insurance coverage and furnish certificates of insurance showing the City as an additional insured, in duplicate form, before the beginning of the award. The City shall be named as an additional insured on all such policies except Worker's Compensation. The issuer of any policy shall have a Certificate of Authority to transact insurance business in the State of Texas or have a Best's rating of at least B+ and a Best's Financial Size Category of Class VI or better, according to the most current edition of Best's Key Rating Guide, Property-Casualty United States. Comprehensive General Liability including Contractual Liability and Automobile Liability insurance shall be in at least the following amounts: Automobile Liability Insurance for autos furnished or used in the course of performance of this award including Owned, Non-owned, and Hired Auto coverage (Any Auto coverage may be substituted for Owned, Non-owned and Hired Auto coverage.) If Contractor owns no autos, coverage may be limited to Non-owned and Hired Autos. If Contractor can not purchase owned Auto coverage, Scheduled Auto coverage may be substituted for Owned Auto coverage. EACH AUTO USED IN PERFORMANCE OF THIS AWARD MUST BE COVERED IN THE LIMITS SPECIFIED - $1,000,000.00 Combined Single Limit.

2.2 Worker's Compensation including Broad Form All States endorsement shall be in statutory amount.

2.3 All insurance policies required by this award shall require by the endorsement that the insurance carrier waive any rights of subrogation against the City, Contractor shall give 30 days’ written notice to the Director if any of its insurance policies are canceled, materially changed or non-renewed. Within such thirty (30) day period Contractor, covenants that it will provide other suitable policies in lieu of those about to be canceled to maintain in effect the coverage required under the provisions hereof. Failure or refusal of the Contractor to obtain and keep in force the above-required insurance coverage shall authorize the City, at its option, to terminate this award at once.

2.4 ONLY UNALTERED ORIGINAL INSURANCE CERTIFICATES, EXCLUDING ANY ALTERATION AND INITIALS REGARDING CANCELLATION WHICH IS MADE TO MEET CITY REQUIREMENTS, AS ENDORSED BY THE UNDERWRITER ARE ACCEPTABLE. PHOTOCOPIES ARE UNACCEPTABLE.

2.5 The contractor must maintain pollution liability insurance in the amount of $1,000,000 per occurrence. Insurance shall cover occurrences including, but not limited to, pollution coverage for Contractual Liability, Clean-up costs,

9

Abatement, Transport, and Non-owned disposal sites. Insurance must cover Bodily Injury Liability, Property Damage Liability, and environmental damage arising from pollution conditions caused in the performance of operations, including asbestos and lead, if applicable.

2.6 The contractor must maintain MCS - 90 endorsement to Auto Policy and ensure pollution exclusion provision is removed from the insurance contract. The City has the right to review these documents to ensure they comply with this Contract before or during work performance.

2.7 All certificates of insurance submitted by Contractor shall be accompanied by endorsements for additional insured coverage in favor of the City for Commercial General Liability and Automobile Liability policies; and waivers of subrogation in favor of the City for Commercial General Liability, Automobile Liability, and Worker's Compensation/Employers' Liability policies. For a list of pre-approved endorsement forms and see link below:

http://purchasing.houstontx.gov/forms/Sample_Insurance_Endorsements.pdf. The Director will consider all other forms on a case-by-case basis.

2.8 Contractor’s failure to maintain insurance in accordance with this section and other provisions related thereto in this Contract will result in a material breach of this contract.

3. BONDS

3.1 Bidder must provide a bid guarantee, in the form of a bid bond, certified check, or other negotiable instrument accompanying a bid, equivalent to five percent (5%) of the bid price.

3.2 For Contracts over the value of $25,000, Contractor shall provide Bonds on the City's standard forms covering faithful performance of the Contract and payment of obligations arising thereunder as required in the Contract under Chapter 2253 of the Government Code. The Bonds must be for 100 percent of Original Contract Price and in accordance with conditions stated on standard City Performance and Payment Bond and Statutory Payment Bond forms. Bonds may be obtained from Contractor's usual source, and cost for the Bonds are included in Contract Price.

4. COMPLIANCE WITH APPLICABLE LAWS

4.1 Contractor shall assume full responsibility and liability for compliance with all applicable city, state, and federal regulations pertaining to employees, work practices, transport, disposal, protection of workers, visitors to the site, security of the work area, and persons occupying areas adjacent to the work area. This compliance includes, but is not limited to, regulations promulgated by:

• U.S. Department of Labor, Occupational Safety and Health Administration (OSHA)

• U.S. Environmental Protection Agency (EPA)

10

• U.S. Department of Transportation (DOT)

• Texas Department of State Health Services (TDSHS)

• Any other agency with regulations applying to the work described in this solicitation

4.2 Contractor agrees to comply with all applicable federal laws, regulations, executive orders, and FEMA requirements.

4.3 Unless otherwise specifically provided herein, Contractor shall obtain and pay for all licenses, permits, and certificates including all professional licenses required by any statute, ordinance, rule or regulation of any regulatory body having jurisdiction over the conduct of its operations hereunder. Contractor shall maintain all required professional licenses during the term of this Contract. Any failure of the Contractor to maintain such professional licenses or any revocation or suspension thereof, even if probated, shall entitle the Director in his sole discretion, to immediately terminate this Contract. Contractor shall immediately notify the Director of any suspension, revocation or other detrimental action against his license.

5. AWARD COMPLIANCE

5.1 The City reserves the right to monitor the Contractor to ensure compliance with the terms of this Solicitation, any subsequent contract, and all applicable federal regulations and that an acceptable level of service is provided.

5.2 Monitoring may take the form of, but is not necessarily limited to:

• Site visits (when deemed necessary a site visit and inspection may be made by the City)

• Testing, inspecting and/or sampling of goods and services delivered or to be delivered.

• Review of deliveries received for accuracy and timeliness.

• Review of permits, certifications and/or licenses.

• Review of Contractor’s timesheets and Contractor(s) invoices for accuracy. Contractor’s timesheets and Contractor(s) invoices are required to submit to the City of Houston before invoice payment.

5.3 The City reserves the right to schedule a post-award meeting with the Contractor. The meeting may include representatives from Procurement, GSD, Contract Management, Accounts Payable, and others as deemed appropriate.

6. INSPECTIONS AND AUDITS

6.1 Contractor shall provide the Director, the FEMA Administrator, the Texas Department of Emergency Management, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to

11

this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. Contractor shall keep its books, documents, papers, and records available for this purpose for at least five years after this Agreement terminates or expires. This provision does not limit the applicable statute of limitations.

6.2 Contractor shall permit any of the previous parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

6.3 Contractor shall provide the FEMA Administrator or his authorized representatives' access to construction or other work sites on the work being completed under this Agreement.

7. ESTIMATED QUANTITIES NOT GUARANTEED

7.1 The estimated quantities specified herein are not a guarantee of actual quantities, as the City does not guarantee any particular quantity of services during the term of this Contract. The quantities may vary depending upon the actual needs of the Department. The quantities specified herein are good faith estimates of usage during the term of this Contract. Therefore, the City shall not be liable for any contractual agreements/obligations the Contractor enters into based on the City purchasing all the quantities specified herein.

8. INTERLOCAL AGREEMENT

8.1 Under the same terms and conditions hereunder, the Contract may be expanded to other government entities through inter-local agreements between the City of Houston and the respective government entity that encompass all or part of the products/services provided under this contract. Separate contracts will be drawn to reflect the needs of each participating entity.

9. ADDITIONS & DELETIONS

9.1 The City, by written notice from the Chief Procurement Officer to the Contractor, at any time during the term of this award, may add or delete like or similar equipment, supplies, locations and/or services to the list of equipment, supplies, locations, and/or services to be provided.

9.2 Any such written notice shall take effect on the date stated in the notice from the City.

9.3 Similar equipment, supplies, services, or locations added to the award shall be in accordance with the solicitation specification/scope of services, and the charges or rates for items added shall be the same as specified on the bid form.

9.4 In the event, additional equipment, supplies, locations and/or services are not identical to the item(s) already awarded; the charges, therefore, will then be the Contractor’s normal and customary charges or rates for the equipment, supplies, locations and/or services classified on the bid form.

12

10. TIME IS OF THE ESSENCE

10.1 Performance of all work related to this Contract should be complete within 30 days of the Contracts effective date.

10.2 Contractor acknowledges that time is of the essence for this Contract, and any delay past 30 days not caused by the City or factors listed in Section 11 shall result in a material breach of this Contract.

11. FORCE MAJEURE

11.1 Timely performance by both parties is essential to the award. However, neither party is liable for delays or other failures to perform its obligations to the extent the delay or failure is caused by Force Majeure.

11.2 Force Majeure means fires, floods, explosions, and other acts of God, war, terrorist acts, riots, court orders, and the acts of superior governmental or military authority.

11.3 This relief is not applicable unless the affected party does the following:

11.3.1 uses due diligence to remove the Force Majeure as quickly as possible; and

11.3.2 provides the other party with prompt written notice of the cause and its anticipated effect.

11.4 The City may perform or solicit functions itself during periods of Force Majeure. Such performance does not constitute a default or breach of this award by the City.

11.5 If the Force Majeure continues for more than 30 days, the Chief Procurement Officer or Director upon written authorization by the Chief Procurement Officer may terminate this award by giving 30 days' written notice to the Contractor.

11.6 This termination is not a default or breach. CONTRACTOR WAIVES ANY CLAIM IT MAY HAVE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM THE TERMINATION EXCEPT FOR AMOUNTS DUE AT THE TIME OF THE TERMINATION.

12. WARRANTY

12.1 A minimum warranty of twelve (12) months from the Contractor and the manufacturer's warranty will be furnished on materials and workmanship shall be provided.

12.2 The warranty period for work performed shall begin the day the City officially accepts the work as complete.

13. RELEASE

13.1 CONTRACTOR AGREES TO AND SHALL RELEASE THE CITY, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY

13

THE “CITY”) FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE, OR LOSS IS CAUSED BY THE CITY’S SOLE OR CONCURRENT NEGLIGENCE AND/OR THE CITY’S STRICT PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY.

14. INDEMNIFICATION

14.1 CONTRACTOR AGREES TO AND SHALL DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY THE “CITY”) HARMLESS FOR ALL CLAIMS, CAUSES OF ACTION, LIABILITIES, FINES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, COURT COSTS, AND ALL OTHER DEFENSE COSTS AND INTEREST) FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY:

14.1.1 CONTRACTOR’S AND/OR ITS AGENTS’, EMPLOYEES’, OFFICERS’, DIRECTORS’, CONTRACTORS’, OR SUBCONTRACTORS’ (COLLECTIVELY IN NUMBERED PARAGRAPHS 20.1.1-20.1.3, " CONTRACTOR") ACTUAL OR ALLEGED NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS;

14.1.2 THE CITY’S AND CONTRACTOR’S ACTUAL OR ALLEGED CONCURRENT NEGLIGENCE, WHETHER CONTRACTOR, IS IMMUNE FROM LIABILITY OR NOT; AND

14.1.3 THE CITY’S AND CONTRACTOR’S ACTUAL OR ALLEGED STRICT PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY, WHETHER CONTRACTOR IS IMMUNE FROM LIABILITY OR NOT.

14.2 CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD THE CITY HARMLESS DURING THE TERM OF THIS AGREEMENT AND FOR FOUR YEARS AFTER THE AGREEMENT TERMINATES. CONTRACTOR’S INDEMNIFICATION IS LIMITED TO $500,000 PER OCCURRENCE. CONTRACTOR SHALL NOT INDEMNIFY THE CITY FOR THE CITY'S SOLE NEGLIGENCE.

14.3 INDEMNIFICATION PROCEDURES:

14.3.1 Notice of Claims. If the City or Contractor receives notice of any claim or circumstances which could give rise to an indemnified loss, the receiving party shall give written notice to the other party within 10 days. The notice must include the following:

14.3.1.1 a description of the indemnification event in reasonable detail,

14.3.1.2 the basis on which indemnification may be due, and

14.3.1.3 the anticipated amount of the indemnified loss.

14

14.3.2 This notice does not stop or prevent the City from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the City does not provide this notice within the 10-day period, it does not waive any right to indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense because of the delay.

14.3.3 Defense of Claims

14.3.3.1 Assumption of Defense. A contractor may assume the defense of the claim at its own expense with counsel chosen by it that is reasonably satisfactory to the City. Contractor shall then control the defense and any negotiations to settle the claim. Within 10 days after receiving written notice of the indemnification request, Contractor must advise the City as to whether or not it will defend the claim. If the Contractor does not assume the defense, the City shall assume and control the defense, and all defense expenses constitute an indemnification loss.

14.3.3.2 Continued Participation. If Contractor elects to defend the claim, the City may retain separate counsel to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations. Prime Contractor may settle the claim without the consent or agreement of the City, unless it (i) would result in injunctive relief or other equitable remedies or otherwise require the City to comply with restrictions or limitations that adversely affect the City, (ii) would require the City to pay amounts that Contractor does not fund in full, (iii) would not result in the City’s full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement.

15. SUCCESSORS AND ASSIGNMENTS

15.1 A contractor may not assign this award or dispose of substantially all of its assets without the written consent of the Chief Procurement Officer. Contractor’s failure to obtain such consent shall be an event of default, authorizing the Chief Procurement Officer to terminate this award according to its terms.

16. TAXES

16.1 The City is exempt from the Federal Excise and Transportation Tax, and the limited Sales and Use Tax. Unless the Bid Form or Specifications specifically indicate otherwise, the price bid must be net exclusive of above-mentioned taxes and will be so construed. A contractor desiring refunds of, or exemptions from, taxes paid on merchandise accepted by the City, must submit the proper forms, and the Chief Procurement Officer, if satisfied as to the facts, will approve or issue the necessary certificates.

15

17. AWARD

17.1 The City reserves the right to consider and make awards of bids of similar nature that will in all respects serve the purpose for which the purchase is being made. The City reserves the right to be the sole judge as to whether such other awards will serve the purpose of this Contract.

17.2 Unless otherwise specified, the City reserves the right to accept or reject in whole or in part any bid submitted or to waive any informality for the best interest of the City.

18. REJECTIONS

18.1 Work performed not in accordance with and the specifications of this solicitation and subsequent contract or purchase order must be removed and/or repair inadequate work by the Contractor at his expense. All disputes concerning the quality of supplies delivered or work performed under this invitation to bid will be determined by the Chief Procurement Officer or designated representative.

18.2 All articles enumerated in the invitation to bid shall be subject to inspection on delivery by an officer designated for the purpose and if found inadequate as compared to the specifications of this solicitation and subsequent contract or purchase order, this fact shall be certified to the Chief Procurement Officer who shall have the right to reject the whole or any part of the same.

19. CHANGE ORDER

19.1 At any time during the term of the award, the Chief Procurement Officer or Director upon written authorization by the Chief Procurement Officer may issue a Change Order to increase or decrease the scope of services or change plans and specifications, as he or she may find necessary to accomplish the general purposes of this award. The Contractor shall furnish the services or deliverables in the Change Order in accordance with the requirements of this award plus any special provisions, specifications, or special instructions issued to execute the extra work.

19.2 The Chief Procurement Officer or Director upon written authorization by the Chief Procurement Officer will issue the Change Order in substantially the following form:

CHANGE ORDER TO: [Name of Contractor]

FROM: City of Houston, Texas (the "City") DATE: [Date of Notice]

SUBJECT: Change Order under the award between the City and [Name of Contractor]

Subject to all terms and conditions of the award, the City requests that the

Contractor provide the following: [Here describe the additions to or changes to the equipment or services and the

Change Order Charges applicable to each.] Signed:

16

[Signature of Chief Procurement Officer or Director upon written notice to the Chief Procurement Officer]

19.3 The Chief Procurement Officer or Director upon written authorization by the Chief

Procurement Officer may issue more than one Change Order, subject to the following limitations:

19.3.1 Council expressly authorizes the Chief Procurement Officer or Director upon written authorization by the Chief Procurement Officer, to approve a Change Order of up to $50,000. A Change Order of more than $50,000 over the approved awarded amount must be approved by the City Council.

19.3.2 If a Change Order describes items that Contractor is otherwise required to provide under this award, the City is not obligated to pay any additional money to Contractor.

19.3.3 The total of all Change Orders issued under this section may not increase the original award amount by more than 25%.

19.4 Whenever the Contractor receives a Change Order, the Contractor shall furnish all material, equipment, and personnel necessary to perform the work described in the Change Order. Contractor shall complete the work within the time prescribed. If no time for completion is prescribed, the Contractor shall complete the work within a reasonable time. If the work described in any Change Order causes an unavoidable delay in any other work Contractor is required to perform, the Contractor may request a time extension for the completion of the work. The Chief Procurement Officer’s or Director’s decision regarding a time extension is final.

19.5 A product or service provided under a Change Order is subject to inspection, acceptance, or rejection in the same manner as the work described in the original award and is subject to the terms and conditions of the original award as if it had originally been a part of the award.

20. TERMINATION OF AWARD

20.1 By the City for Convenience:

20.1.1 The Chief Procurement Officer may terminate this award at any time upon 30-calendar days’ notice in writing to the Contractor. Upon receipt of such notice, Contractor shall, unless the notice directs otherwise, discontinue all services in connection with the performance of the award and shall proceed to cancel promptly all existing orders and awards insofar as such orders and awards are chargeable to this award. As soon as practicable after the receipt of notice of termination, the Contractor shall submit a statement to the appropriate department(s) showing in detail the services performed or items delivered under this award to date of termination. The City agrees to compensate the Contractor for that portion of the prescribed charges for which the services were actually performed or items delivered and not previously paid.

17

20.2 By the City for Default by Contractor:

20.2.1 In the event that the materials and/or services furnished by the Contractor do not conform to the standard set forth herein, or if the deliveries and servicing of this award do not conform to the requirements detailed herein, the City through a written notice from the Chief Procurement Officer to the Contractor describing such default may as its options:

20.2.1.1 Terminate the award for default and the City shall have no further obligation.

20.2.1.2 Allow the Contractor to cure the default within a reasonable time as specified in the notice. The City, at its sole option, may extend the proposed date of termination to a later date. If prior to the proposed date of termination, Contractor cures such default to the City’s satisfaction, then the proposed termination shall be ineffective. If the Contractor fails to cure such default prior to the proposed date of termination, then the City may terminate its performance as of such date and have no further obligation under the award.

20.2.1.3 In the event of failure to deliver any or all the items or to perform required services, the City may cover its loss by completing the work and holding Contractor liable for any additional costs the City incurs in completing the work.

20.3 TERMINATION FOR CAUSE BY CONTRACTOR

20.3.1 The contractor may terminate its performance under the Contract only if the City defaults and fails to cure the default after receiving written notice of it. Default by the City occurs if the City fails to perform one or more of its material duties under the Contract. If a default occurs and the Contractor wishes to terminate the Contract, then the Contractor must deliver a written notice to the Chief Procurement Officer (CPO) or Director describing the default and the proposed termination date.

20.3.2 The date must be at least thirty (30) days after the CPO or Director receives notice. The contractor, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then the Contractor may terminate its performance under the Contract on the termination date.

21. REMOVAL OF CONTRACTOR OWNED EQUIPMENT AND MATERIALS

21.1 Upon expiration or termination of the Contract, the Contractor is permitted ten (10) days within which to remove contractor-owned material and equipment from the City’s premises. The City shall make such material and equipment readily available to the Contractor. The time period may be extended upon approval by the CPO or Director. The City reserves the right to deny any extension of time.

18

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

INSTRUCTIONS FOR CERTIFICATION

1. By signing and submitting this proposal, the CONTRACTOR (referred to herein as the “prospective lower tier participant”) is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous because of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion-Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may but is not required to, check the List of Parties Excluded from Federal Procurement and Non-Procurement Programs.

8. Nothing contained in the foregoing shall be construed to require the establishment of a system of records to render in good faith the certification required by this clause. The

19

knowledge and information of a participant are not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION—LOWER TIER COVERED TRANSACTIONS

10. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

11. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

N28973 CONTRACTOR Company Name ITB Number

Name

Title

Signature Date

20

CERTIFICATION REGARDING LOBBYING FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

12. If any funds other than Federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

13. The undersigned shall require that the language of this certification is included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

CONTRACTOR certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure if any. Also, the CONTRACTOR understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure if any.

CONTRACTOR Name Signature of Contractor’s Authorized Official Name and Title of Contractor’s Authorized Official Date