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HomeMy WebLinkAboutContract 54776 CSC No.54776 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and Crimson Construction Management, LLC, a Texas limited liability company, ("Vendor") to purchase roofing services under a cooperative agreement. The Coop Purchase includes the following documents (collectively, Cooperative Documents")which shall be construed in the order of precedence in which they are listed: 1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement"); 2. Schedule B—The Interlocal Purchasing System(TIPS)RSCP 180702 Roofing (JOC) 3. Schedule C — TIPS 180702 Pricing Form — Crimson Construction Management, LLC 4. Schedule D—Conflict of Interest Questionnaire. All the Schedules which are attached hereto and incorporated herein are made a part of this Coop Purchase for all purposes. In the event of a conflict between the Schedules the Fort Worth Agreement shall control,but only to the extent allowable under the Cooperative Contract. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed eight million five hundred thousand ($8,500,000.00) per year. The Coop Purchase shall become effective upon the signing of the Coop Purchase by an Assistant City Manager of the City (the "Effective Date") and shall expire September 30, 2021 (the Expiration Date") unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. (signature page follows) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 1 of 2 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and Dana Buranda-ff administration of this contract, including By: Dana Burghdoff(Nov 2,202011:32CST) ensuring all performance and reporting Name: Dana Burghdoff Title: Assistant City Manager requirements, but only for work through Property Management Department Facilities Date: Division that is done with my personal approval prior to ordering services. Approval Recommended: &491/2 G'0040 By: &"4 4d By: Steve Cooke(Oct 21,202016:33 CDT) Name: Brenda Midgett Name: Steve Cooke Title: Sr. Administrative Assistant Title: Property Management Director �.a4n4nn� Approved as to Form and Legality: pQ�I FORT*p� Attest: a A.0 0 oto P o Pvo g=d pPp�°oo o° By: JB Strong(Nov ,202016:o7CST) By: '' (�/ Name: John B. Strong Name: Mary Kayser Title: Assistant City Attorney Title: City Secretary Contract Authorization: M&C: P-12260 10/16/2018 VENDOR: Crimson Construction Management, LLC By: "&4�e Name: Brandon Rodriguez Title: Owner Date: 10/20/2020 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 2 of 2 6 k4, Schedule A FORT WORTH, 1. Termination. 1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written Coop Purchase Agreement—Fort Worth Terms and Conditions Page 1 of 10 Schedule A approval of the City. 2.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall,until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City.Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3) years after final payment of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,agents, servants and employees,and Vendor,its officers,agents,employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its Coop Purchase Agreement—Fort Worth Terms and Conditions Page 2 of 10 Schedule A officers,agents, servants,employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS, AND ANY RESULTING LOST PROFITS), PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses,applications,methods,ways,and processes(in this Section 8C each individually referred to as a"Deliverable" and collectively as the"Deliverables,")do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 5.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright,trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 5.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such Coop Purchase Agreement—Fort Worth Terms and Conditions Page 3 of 10 Schedule A settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s)at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Vendor,terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; Coop Purchase Agreement—Fort Worth Terms and Conditions Page 4 of 10 Schedule A $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 7.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability(Errors&Omissions) 7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy.Defense costs shall be outside the limits of liability. 7.1.5.3. Coverage shall include,but not be limited to,the following: 7.1.5.3.1. Failure to prevent unauthorized access; 7.1.5.3.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 7.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that Coop Purchase Agreement—Fort Worth Terms and Conditions Page 5 of 10 Schedule A picks up coverage after primary coverage is exhausted.Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed$50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance,or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials,agents,and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with all applicable federal, state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance Coop Purchase Agreement—Fort Worth Terms and Conditions Page 6 of 10 Schedule A of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Crimson Construction Management,LLC Attn:Assistant City Manager Attn: Brandon Rodriguez 200 Texas Street 4854 Olson Drive Fort Worth TX 76102 Dallas,TX 75227 Facsimile: (817)392-8654 Facsimile: 972-818-5051 With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force Coop Purchase Agreement—Fort Worth Terms and Conditions Page 7 of 10 Schedule A majeure),including,but not limited to,compliance with any government law,ordinance or regulation,acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument.An executed Agreement,modification,amendment,or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. 23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center ("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or deemed in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy Coop Purchase Agreement—Fort Worth Terms and Conditions Page 8 of 10 Schedule A and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.No changes,modifications,alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations, services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. 27. Reporting Requirements. Coop Purchase Agreement—Fort Worth Terms and Conditions Page 9 of 10 Schedule A 27.1. For purposes of this section,the words below shall have the following meaning: 27.1.1. Child shall mean a person under the age of 18 years of age. 27.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing,storage,or communication facilities that are connected or related to the device. 27.1.4. Computer technician means an individual who,in the course and scope of employment or business, installs,repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware,and maintenance services. 27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 28. Survival of Provisions. The parties'duties and obligations pursuant to sections related to Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability and Indemnification shall survive termination of this Agreement. Coop Purchase Agreement—Fort Worth Terms and Conditions Page 10 of 10 Schedule B TIPS VENDOR AGREEMENT Between Crimson Construction Managment, LLC and (Company Name) THE INTERLOCAL PURCHASING SYSTEM (TIPS), a Department of Texas Education Service Center Region S for RCSP 180702 ROOFING (JOC) General Information The Vendor Agreement("Agreement") made and entered into by and between The lnterlocal Purchasing System (hereinafter referred to as"TIPS" respectfully) a government cooperative purchasing program authorized by the Region 8 Education Service Center,having its principal place of business at 4845 US Hwy 271 North, Pittsburg,Texas 75686.This Agreement consists of the provisions set forth below, including provisions of all Attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any Attachment,the provisions set forth shall control. The vendor Agreement shall include and incorporate by reference this Agreement,the terms and conditions, special terms and conditions, any agreed upon amendments,as well as all of the sections of the solicitation as posted, including any addenda and the awarded vendor's proposal. Once signed, if an awarded vendor's proposal varies or is unclear in any way from the TIPS Agreement,TIPS, at its sole discretion,will decide which provision will prevail. Other documents to be included are the awarded vendor's proposals,task orders,purchase orders and any adjustments which have been issued. If deviations are submitted to TIPS by the proposing vendor as provided by and within the solicitation process,this Agreement may be amended to incorporate any agreed deviations. The following pages will constitute the Agreement between the successful vendors(s) and TIPS. Bidders shall state, in a separate writing,and include with their proposal response,any required exceptions or deviations from these terms,conditions, and specifications. If agreed to by TIPS,they will be incorporated into the final Agreement. A Purchase Order, Agreement or Contract is the TIPS Member's approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed to between the vendor and TIPS Member should be added as addenda to the Purchase Order, Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some of the addenda possible. Page 1of12 TIPS VENDOR AGREEMENT(10C) Ver.06052018.rp Terms and Conditions Conflicts with RS Means Unit Price Book If the terms of the solicitation referenced RS Means Unit Price Book occur, the RS Means Book shall control if it determines legality of the solicitation award as it relates to the requisite Means Unit Price Book. Freight All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping, indicate by stating"No Charge" or "$0" or other similar indication. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing. Vendor shall be legally permitted to sell, or an authorized dealer, distributor or manufacturer for all products offered for sale to TIPS Members.All equipment proposed shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support to TIPS Members. Vendors shall respond to such requests within one (1) working day after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless training is a line item sold or packaged and must be purchased with product.) Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement or purchase order(s) executed by authorized agents of the participating government entities. Davis Bacon Act requirements will be met when Federal Funds are used for construction and/or repair of buildings or as otherwise required by applicable statute or regulation. Other Wage Rates may be required by some TIPS Members and acceptance of a project by the Vendor may require the Vendor to comply with the TIPS Member's required wage rate. Tax exempt status A taxable item sold, leased, rented to, stored, used, or consumed by any of the following governmental entities is exempted from the taxes imposed by this chapter; (1)the United States; (2) an unincorporated instrumentality of the United States; (3) a corporation that is an agency or instrumentality of the United States and is wholly owned by the United States or by another corporation wholly owned by the United States; (4)the State of Texas; (5) a Texas Page 2 of 12 TIPS VENDOR AGREEMENT(JOC) Ver.0605 2018.rp exempts or does not impose a tax on similar sales of items to this state or a political subdivision county, city, special district, or other political subdivision; or(6) a state, or a governmental unit of a state that borders Texas, but only to the extent that the other state or governmental unit of this state. Texas Tax Code § 151.309. Most TIPS Members are tax exempt and the related laws of the jurisdiction of the TIPS Member shall apply. Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or authorized Assignee. Disclosures 1. Vendor affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity,future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. 2. Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with Members in the TIPS program. 3. The vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Renewal of Agreements The Agreement with TIPS is for two (2) years with an option for renewal for additional two (2) consecutive one year terms years. Total term of Agreement can be up to the number of years provided in the solicitation or as limited by statute. The option renewal year one shall be automatically renewed unless either party objects or terminates the agreement as provided herein at "Termination for Convenience". The Second one-year renewal term is only if both Parties agree. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement may incorporate an automatic renewal clause with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order or executed Agreement issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms are rendered void and unenforceable. Page 3 of 12 TIPS VENDOR AGREEMENT(JOC) Ver.06052018.rp Invoices The awarded vendor shall submit invoices or payment requests to the TIPS Member participating entity clearly stating "Per TIPS Agreement#xxxxxxx. Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order or contract by the TIPS Member, If applicable, the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. Pricing Price increases will be honored according to the terms of the solicitation. However,the Vendor shall honor previous prices for thirty (30) days after written notification to TIPS of an increase, except any price changes related to the,then current, RS Means Unit Price Book is valid. Price of a specific Job Order Contract proposal to a TIPS Member shall not change within 60 days of date of proposal as a result of an updated RS Means Unit Price Book unless agreed by the TIPS Member. All pricing submitted to TIPS shall include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to customer. Failure to render the participation fee to TIPS shall constitute a breach of this agreement and shall be grounds for termination of this agreement and any other agreement held with TIPS. Participation Fees Vendor or vendor assigned dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report.Vendor must login to the TIPS database and use the "Submission Report"section to report sales. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement. Failure to pay the participation fee will result in termination of Agreement, Please contact TIPS at tips@tips- usa.com or call (866)839-8477 if you have questions about paying fees, Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s), officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or resulting from, Vendor's work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. Page 4 of 12 TIPS VENDOR AGREEMENT(JOQ Ver.06052018.rp State of Texas Franchise Tax By signature hereon,the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171,Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time.TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order or contract modification occurs, TIPS is to be notified within 48 hours of receipt of order. Termination for Convenience TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty-day written notice. Termination for convenience is required under Federal Regulations 2 CFR part 200. All purchase orders presented to the Vendor by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member.The awarded vendor may terminate the agreement with ninety(90) days written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686. The vendor will be paid for goods and services delivered prior to the termination for convenience provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement. TIPS Member Purchasing Procedures Purchase orders or their equal are issued by participating TIPS Member to the awarded vendor indicating on the PO "Agreement Number". Order is emailed to TIPS at tipspo@tips-usa.com. • Awarded vendor delivers goods/services directly to the participating member. Awarded vendor invoices the participating TIPS Member directly. • Awarded vendor receives payment directly from the participating member. • Awarded vendor reports sales monthly to TIPS (unless prior arrangements have been made with TIPS to report monthly). Form of Agreement and Reporting If a vendor submitting an offer requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal to the TIPS Member. TIPS does not require a review a TIPS Member's Job Order contract TYPE AIA or other similar Contract provided by the TIPS Member. This clause does not relieve the Vendor from the responsibility to report the contract execution and the amount of the contract and any change orders. Page 5 of 12 TIPS VENDOR AGREEMENT(JOC) Ver.06052018.rp Licenses Awarded vendor shall maintain in current status all federal,state and local licenses, bonds and permits required for the operation of the business conducted by awarded vendor. Awarded vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Agreement.TIPS reserves the right to stop work and/or cancel Agreement of any awarded vendor whose license(s) expire, lapse, are suspended or terminated. Novation If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform this Agreement,a successor in interest must guarantee to perform all obligations under this Agreement.TIPS reserves the right to accept or reject any new party. A simple change of name agreement will not change the Agreement obligations of awarded vendor. Site Requirements(when applicable to service or job) Cleanup: Awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation:Awarded vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements. Registered sex offender restrictions: For work to be performed at schools, awarded vendor agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or reasonably expected to be present. Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety measures:Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking Persons working under Agreement shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. Page 6 of 12 TIPS VENDOR AGREEMENT(JOC) Ver.060S201g.rp Marketing Awarded vendor agrees to allow TIPS to use their name and logo within website, marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation. Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this Agreement by awarded vendor must have prior approval from TIPS. Supplemental agreements The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate supplemental agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement or contract developed as a result of this Agreement is exclusively between the participating entity and awarded vendor. TIPS, its agents, TIPS Members and employees shall not be made party to any claim for breach of such agreement. Survival Clause All applicable software license agreements,warranties or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement.All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement,shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding vendor's responsibility to be aware of and comply with all local, state and federal laws governing the sale of products/services identified in this Solicitation and any awarded Agreement thereof. Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS Memberthat utilizes this Agreement.TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three (3) years from the time such purchases are made.This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. In order to ensure and confirm compliance with this agreement,TIPS shall have authority to conduct random audits of Awarded Vendor's pricing that is offered to TIPS Members with 30 days' Page 7 of 12 TIPS VENDOR AGREEMENT(JOC) Ver.06052018.rp notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non-complying conduct or may terminate the Agreement according to the terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in the format and at the location designated by Region 8 ESC or TIPS. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and fully particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Bonding When applicable, performance bonds and payment bonds will be required on construction or labor required jobs. Awarded vendor will meet the TIPS Member's local and state purchasing requirements. Awarded vendors may need to provide additional capacity as jobs increase. Bonds costs are passed through at cost to the TIPS Member and are not subject to the TIPS Participation fee be paid to TIPS.The actual cost of the bond will be a pass through to the TIPS Member and added to the purchase order or Contract. Professional Engineering and Architect's Services Professional Engineering and Architect's Services are not permitted to be provided under this Agreement. Texas statutes prohibit the procurement of Professional Engineering and Architect's Services through a cooperative agreement. Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member's design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member's design Professional as part of the proposal. Once the scope of the job is agreed to,the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required,they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement. Page 8 of 12 TIPS VENDOR AGREEMENT(JOQ Ver,06052018.rp Project Delivery Order Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document, may make a request of the awarded vendor under this Agreement when the TIPS Member has services that need to be undertaken. Notification may occur via phone, the web, email,fax, or in person, upon notification of a pending request,the awarded vendor shall make contact with the TIPS Member as soon as possible, but must make contact with the TIPS Member within two working days. Scheduling of Projects Scheduling of projects (if applicable) may be accomplished when the TIPS Member issues a Purchase Order and/or an Agreement or Contract that will serve as "the notice to proceed" as agreed by the Vendor and the TIPS Member. The period for the delivery order will include the mobilization, materials purchase, installation and delivery, design, weather, and site cleanup and inspection. No additional claims may be made for delays as a result of these items. When the tasks have been completed the awarded vendor shall notify the client and have the TIPS Member or a designated representative of the TIPS Member inspect the work for acceptance under the scope and terms in the Purchase Order and/or Agreement or Contract. The TIPS Member will issue in writing any corrective actions that are required. Upon completion of these items,the TIPS Member will issue a completion notice and final payment will be issued per the contractual requirements of the project with the TIPS Member. Any Construction contract prepared by the TIPS Member's Legal Counsel may alter the terms of this subsection, "Scheduling of Projects". Support Requirements If there is a dispute between the awarded vendor and TIPS Member,TIPS or its representatives will assist in conflict resolution or third party (mandatory mediation), if requested by either party.TIPS, or its representatives, reserves the right to inspect any project and audit the awarded vendors TIPS project files, documentation and correspondence. Status of TIPS Members as Related to This Agreement TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Incorporation of Solicitation The TIPS Solicitation, whether a Request for Proposals,the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, the Vendor's response to same and all associated documents and forms made part of the solicitation process, including any addenda, that resulted in the execution of this agreement are hereby incorporated by reference into this agreement as if copied verbatim. Page 9of12 TIPS VENDOR AGREEMENT(JOC) Ver.0505 2018.rp SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. NEW STATUTORY REQUIREMENT EFFETIVE SEPTEMBER 1, 2017. You certify that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec, 2270. You certify that your company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf You certify that pursuant to Texas Business and Commerce Code Chapter 272, as revised September 1, 2017, any construction contract or agreement as defined in the Statute with a TIPS, Education Service Center Region 8 or a Texas TIPS Member subject to the Statute shall include a Choice of Law provision providing that this agreement shall be subject to and interpreted by the Laws of the State of Texas without regard to any conflict of laws principles for any action shall be in a court of competent jurisdiction in Texas and any arbitration shall be in the State of Texas. Pursuant to the Texas Business and Commerce Code, as amended by the 85th Texas Legislature, this Construction Agreement for Job Order Contract services is, in the event of a dispute between the parties, subject to interpretation according to the Laws of the state of Texas only, without regard to any conflict of laws principles. Venue for any alternative dispute resolution procedure or process shall be in the state of Texas. If the dispute is litigated, venue and jurisdiction shall be in a court of competent jurisdiction in the state of Texas. Pursuant to 85th Texas Legislative H.B. 3270, as it applies to Texas Education Code § 22.0834 et seq, the Vendor shall comply with all relevant sections related to student contact, background checks, fingerprinting and other related requirements. Page 10 of 12 TIPS VENDOR AGREEMENT(JOC) Ver.06052018.rp Special Terms and Conditions It is the intent of TIPS to award to reliable, high performance vendors to supply products and services to government and educational agencies. It is the experience of TIPS that the following procedures provide TIPS, the Vendor, and the participating agency the necessary support to facilitate a mutually beneficial relationship. The specific procedures will be negotiated with the successful vendor. • Agreements: All vendor Purchase Orders and/or Agreements/Contracts must be emailed to TIPS at tipspo@tips-usa.com. Should an agency send an order direct to vendor, it is the vendor's responsibility to forward the order to TIPS at the email above within 24 business hours and confirm its receipt with TIPS. • Promotion of Agreement: It is agreed that Vendor will encourage all eligible entities to purchase from the TIPS Program. Encouraging entities to purchase directly from the Vendor, bypassing the TIPS Agreement when the Member has requested the TIPS agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. Page 12 of 12 will be the TIPS Vendor Agreement Signature Page Page 11 of 12 TIPS VENDOR AGREEMENT(JOC) Ver.06052018.rp TIPS Vendor Agreement Signature Form RCSP 180602 Roofing (JOC) Company Name Crimson Construction Management, LLC Address 411 Peacock Cir CityDuncanville State TX Zip 75137 Phone972-815-5051 Fax Email of Authorized Representative Brandon@crimsoncm.com Name of Authorized Representative Brandon Rodriguez Title Owner Signature of Authorized Representativ"±_56� �eL z—, Date 07/09/2018 TIPS Authorized Representative Name Meredith Barton Title Vice-President of Operations 71 TIPS Authorized Representative Signature Approved by ESC Region • Date 9/27/18 Page 12 of 12 The Interlocal Purchasing System (TIPS Cooperative) Supplier Response Bid Information Contact Information Ship to Information Bid Creator Mr. David Mabe Address Region VIII Education Address Vice-President of Service Center Construction 4845 US Highway 271 Email david.mabe@tips-usa.com North Contact Phone +1 (903)243-4759 x Pittsburg, TX 75686 Fax +1 (866)749-6674 x Contact David Mabe, Department Vice-President of Building Bid Number 180702 Construction Title Roofing(JOC) Floor/Room Bid Type RFP Department Telephone Issue Date 7/5/2018 08:03 AM(CT) Building Fax Close Date 8/17/2018 03:00:00 PM(CT) Email Floor/Room Telephone +1 (866)839-8477 x Fax +1 (866)839-8472 x Email bids@tips-usa.com Supplier Information Company Crimson Construction (Crimson Construction Management, LLC) Address 411 Peacock Cir Duncanville,TX 75137-3119 Contact Brandon Rodriguez Department Building Floor/Room Telephone (972)741-9858 Fax Email cubeech@gmail.com Submitted 8/9/2018 04:44:31 PM(CT) Total $0.00 By submitting your response,you certify that you are authorized to represent and bind your company. Signature Brandon Rodriquez Email Brandon@crimsoncm.com Supplier Notes Bid Notes Bid Activities Bid Messages 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 1 of 19 Bid Attributes Please review the following and respond where necessary # Name Note Response 1 Yes-No Disadvantaged/Minority/Women Business Enterprise- No D/M/WBE (Required by some participating governmental entities)Vendor certifies that their firm is a D/M/WBE? Vendor must upload proof of certification to the'Response Attachments" D/M/WBE CERTIFICATES section. 2 Yes-No Historically Underutilized Business-HUB(Required by Yes some participating governmental entities)Vendor certifies that their firm is a HUB as defined by the State of Texas at https://comptroller.texas.gov/purchasing/vendor/hub/ or in a HUBZone as defined by the US Small Business Administration at https://www.sba.gov/offices/headquarters/ohp Proof of one or both may be submitted. Vendor must upload proof of certification to the'Response Attachments" HUB CERTIFICATES section. 3 Yes-No The Vendor can provide services and/or products to all 50 Yes US States? Select YES, ONLY if your company is licensed to work in all 50 states,or the state does not require a license; otherwise select NO. 4 States Served: If answer is NO to question#3, please list which states can be served. (Example: AR, OK,TX) 5 Company and/or Product Description: This information will appear on the TIPS website in the Crimson Construction is a company profile section, if awarded a TIPS contract.(Limit commercial roofing solution 750 characters.) provider. We provide solutions for roof leaks,re-roofing, new construction, associated sheet metal,metal roofs, standing seam metal roof systems, roof maintenance, roof budgets and roof asset management on-line program. We meet all bonding requirements, OSHA requirements,and insurance requirements. 6 Primary Contact Name Primary Contact Name Brandon Rodriquez 7 Primary Contact Title Primary Contact Title President 8 Primary Contact Email Primary Contact Email Brandon@crimsoncm.com 9 Primary Contact Phone Enter 10 digit phone number. (No dashes or extensions) 9728185051 Example: 8668398477 10 Primary Contact Fax Enter 10 digit fax number. (No dashes or extensions) Example: 8668398477 11 Primary Contact Mobile Enter 10 digit mobile phone number. (No dashes or 9727419858 extensions) Example: 8668398477 12 Secondary Contact Name Secondary Contact Name Jenne Rodriguez 13 Secondary Contact Title Secondary Contact Title Office Manager 14 Secondary Contact Email Secondary Contact Email janna@crimsoncm.com 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 2 of 19 15 Secondary Contact Phone Enter 10 digit phone number. (No dashes or extensions) 9722981009 Example: 8668398477 16 Secondary Contact Fax Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 17 Secondary Contact Mobile Enter 10 digit phone number. (No dashes or extensions) 2547475857 Example: 8668398477 18 Admin Fee Contact Name Admin Fee Contact Name.This person is responsible for Brandon Rodriguez paying the admin fee to TIPS. 19 Admin Fee Contact Email Admin Fee Contact Email janna@crimsoncm.com 20 Admin Fee Contact Phone Enter 10 digit phone number. (No dashes or extensions) 9727419858 Example: 8668398477 21 Purchase Order Contact Name Purchase Order Contact Name.This person is responsible Jenne Rodriguez for receiving Purchase Orders from TIPS. 22 Purchase Order Contact Email Purchase Order Contact Email janna@crimsoncm.com 23 Purchase Order Contact Phone Enter 10 digit phone number. (No dashes or extensions) 9727419858 Example: 8668398477 24 Company Website Company Website(Format-www.company.com) www.crimsoncm.com 25 Federal ID Number: Federal ID Number also known as the Employer 81-4737274 Identification Number.(Format-12-3456789) 26 Primary Address Primary Address 411 Peacock Cir 27 Primary Address City Primary Address City Duncanville 28 Primary Address State Primary Address State(2 Digit Abbreviation) TX 29 Primary Address Zip Primary Address Zip 75137 30 Search Words: Please list search words to be posted in the TIPS Roofing,roof leak repair,roofing database about your company that TIPS website users solution,roof leaks,re-roof,new might search.Words may be product names, construction, sheet metal,metal manufacturers,or other words associated with the roofs, roof maintenance, roof category of award.YOU MAY NOT LIST budgets,roof asset management, NON-CATEGORY ITEMS.(Limit 500 words)(Format: Crimson,Texas, Crimson product,paper,construction, manufacturer name, etc.) Construction, Commercial permanent roof leak repair,best roof leak repair,roof restoration, commercial roofing,roofing solutions. 31 Do you want TIPS Members to be able to spend No Federal grant funds with you if awarded? Is it Most of our members receive Federal Government grants your intent to be able to sell to our members and they make up a significant portion of their budgets. regardless of the fund source,whether it be local, The members need to know if your company is willing to state or federal? sell to them when they spend federal budget funds on their purchase. There are attributes that follow that are provisions from the federal regulations in 2 CFR part 200. Your answers will determine if your award will be designated as Federal or Education Department General Administrative Regulations(EDGAR)compliant. Do you want TIPS Members to be able to spend Federal grant funds with you if awarded and is it your intent to be able to sell to our members regardless of the fund source, whether it be local,state or federal? 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 3 of 19 32 Yes-No Certification of Residency(Required by the State of Yes Texas)The vendor's ultimate parent company or majority owner: (A) has its principal place of business in Texas; OR (B) employs at least 500 persons in Texas? 33 Company Residence(City) Vendor's principal place of business is in the city of? Duncanville 34 Company Residence(State) Vendor's principal place of business is in the state of? Texas 35 TIPS administration fee By submitting a proposal,I agree that all pricing submitted (No Response Required) to TIPS shall include the participation fee,as designated in the solicitation or as otherwise agreed in writing and shall be remitted to TIPS by the Vendor as agreed in the Vendor agreement. I agree that the fee shall not and will not be added by the vendor as a separate line item on a TIPS member invoice, quote, proposal or any other written communications with the TIPS member. 36 Yes-No Vendor agrees to remit to TIPS the required administration Yes fee? TIPS/ESC Region 8 is required by Texas Government Code§791 to be compensated for its work and thus, failure to agree shall render your response void and it will not be considered. 37 Regular Hours Coefficient What is your regular hours coefficient for the IRS Means 0.9 Price Book? Example: A 5%discount for the IRS Means Price Book would be a .95 regular hours coefficient. Remember that this is a ceiling discount. You can discount lower than the contract coefficient, but not higher. 38 After Hours Coefficient What is your after hours coefficient for the IRS Means 0.9 Price Book for work performed after normal working hours? Example: The most common after hours coefficient is time and a half. If your regular hours coefficient is.95,your after hours coefficient would be 1.45. Remember that this is a ceiling discount. You can discount lower than the contract coefficient, but not higher. 39 Non-Pre-Priced Markup If the material being utilized for a project cannot be found 30% in the IRS Means Price Book,what is your materials markup? Remember that this is a ceiling markup.You may markup a lesser percentage, but not a greater percentage. 40 Yes-No Do you offer additional discounts to TIPS members for Yes large order quantities or large scope of work? 41 Years Experience Company years experience in this category? 9 42 Price coefficients and non-pre-priced markups Does the vendor agrees to honor the proposed pricing YES are guaranteed for? coefficients and non-pre-priced markups for the term of the award? 43 Right of Refusal Does the proposing vendor wish to reserve the right not to Yes perform under the awarded agreement with a TIPS member at vendor's discretion? 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 4 of 19 44 NON-COLLUSIVE BIDDING CERTIFICATE By submission of this bid or proposal,the Bidder certifies (No Response Required) that: 1) This bid or proposal has been independently arrived at without collusion with any other Bidder or with any Competitor; 2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids,or proposals for this project,to any other Bidder, Competitor or potential competitor; 3) No attempt has been or will be made to induce any other person,partnership or corporation to submit or not to submit a bid or proposal; 4) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification,and under the penalties being applicable to the Bidder as well as to the person signing in its behalf. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. 45 CONFLICT OF INTEREST QUESTIONNAIRE- Do you have any CONFLICT OF INTEREST TO REPORT No FORM CIQ-Do you have any CONFLICT OF OR DISCLOSE under this statutory requirement?YES or INTEREST TO REPORT OR DISCLOSE under NO this statutory requirement? If you have a conflict of interest as described in this form or the Local Government Code Chapter 176,cited therein- you are required to complete and file with TIPS. You may find the Blank CIQ form on the"Attachments" tab. There is an optional upload on the'Response Attachments"tab for this form provided if you have a conflict and must file the form. 46 Filing of Form CIQ If yes(above), have you filed a form CIQ by uploading the form to this RCSP as directed above? 47 Regulatory Standing I certify to TIPS for the proposal attached that my Yes company is in good standing with all governmental agencies, Federal or state,that regulate any part of our business operations. If not, please explain in the next attribute question. 48 Regulatory Standing Regulatory Standing explanation of no answer on previous question. 49 Antitrust Certification Statements(Tex. By submission of this bid or proposal,the Bidder certifies (No Response Required) Government Code§2155.005) that: I affirm under penalty of perjury of the laws of the State of Texas that: (1)1 am duly authorized to execute this contract on my own behalf or on behalf of the company,corporation,firm, partnership or individual (Company)listed below; (2)In connection with this bid,neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act,Tex. Bus. &Comm.Code Chapter 15; (3)In connection with this bid,neither I nor any representative of the Company has violated any federal antitrust law; (4)Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company,corporation,firm, partnership or individual engaged in the same line of business as the Company. 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 5 of 19 50 Suspension or Debarment Instructions Instructions for Certification: (No Response Required) 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2.The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. 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 has become erroneous by reason of changed circumstances. 4.The terms"covered transaction,""debarred," "suspended,""ineligible,"'lower tier covered transaction," "participants,""person,""primary covered transaction," "principal,""proposal'and"voluntarily excluded,"as used in this clause, have the meanings 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 form 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 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 form 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 debarred, suspended, ineligible or voluntarily excluded from the covered transaction, 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 Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause.The knowledge and information of a participant is 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 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 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 6 of 19 transaction originated may pursue available remedies, including suspension and/or debarment. 51 Suspension or Debarment Certification By answering yes,you certify that no federal suspension Yes or debarment is in place,which would preclude receiving a federally funded contract as described above. Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220)must not be made to parties listed on the government-wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Comp.,p. 189) and 12689(3 CFR part 1989 Comp.,p.235), "Debarment and Suspension."SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. By answering yes,you certify that no federal suspension or debarment is in place,which would preclude receiving a federally funded contract as described above. 52 Non-Discrimination Statement and Certification In accordance with Federal civil rights law, all U.S. Yes Departments, including the U.S.Department of Agriculture (USDA)civil rights regulations and policies,the USDA, its Agencies, offices, and employees,and institutions participating in or administering USDA programs are prohibited from discriminating based on race,color, national origin,religion, sex,gender identity(including gender expression),sexual orientation,disability,age, marital status,family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity,in any program or activity conducted or funded by USDA(not all bases apply to all programs).Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information(e.g., Braille, large print,audiotape,American Sign Language,etc.)should contact the responsible Agency or USDA's TARGET Center at(202)720-2600(voice and TTY)or contact USDA through the Federal Relay Service at(800) 877-8339.Additionally, program information may be made available in languages other than English. To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form,AD-3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form.To request a copy of the complaint form, call(866)632-9992. Submit your completed form or letter to USDA by:(1)mail:U.S. Department of Agriculture,Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C.20250-9410;(2)fax:(202) 690-7442; or(3) email: program.intake@usda.gov. (Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 CFR Parts 15, 15a,and 15b;the Americans with Disabilities Act;and FNS Instruction 113-1,Civil Rights Compliance and Enforcement—Nutrition Programs and Activities) All U.S. Departments, including the USDA are equal opportunity provider, employer, and lender. 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 7 of 19 Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. I certify that in the performance of a contract with TIPS or its members,that our company will conform to the foregoing anti-discrimination statement and comply with the cited and all other applicable laws and regulations. 53 2 CFR PART 200 Contract Provisions Required Federal contract provisions of Federal (No Response Required) Explanation Regulations for Contracts for contracts with ESC Region 8 and TIPS Members: The following provisions are required to be in place and agreed if the procurement is funded in any part with federal funds. The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are located in 2 CFR PART 200-Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards at 2 CFR PART 200.Others are included within 2 CFR part 200 at al. In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following,as applicable. 54 2 CFR PART 200 Contracts Contracts for more than the simplified acquisition threshold Yes currently set at$150,000,which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils)as authorized by 41 U.S.C. 1908, must address administrative,contractual,or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Notice:Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does vendor agree? 55 2 CFR PART 200 Termination Termination for cause and for convenience by the grantee Yes or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of$10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of$10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of$10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor.The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members.Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 8 of 19 56 2 CFR PART 200 Clean Air Act Clean Air Act(42 U.S.C.7401-7671 q.)and the Federal Yes Water Pollution Control Act(33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C.7401-7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Pursuant to the Clean Air Act,at al above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires that the proposer certify that during the term of an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the above regulations, including all of the terms listed and referenced therein. Does vendor agree? 57 2 CFR PART 200 Byrd Anti-Lobbying Byrd Anti-Lobbying Amendment(31 U.S.C. Yes Amendment 1352)—Contractors that apply or bid for an award exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region 8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or referenced herein. Does vendor agree? 58 2 CFR PART 200 Federal Rule Compliance with all applicable standards, orders,or Yes requirements issued under section 306 of the Clean Air Act(42 U.S.C. 1857(h)),section 508 of the Clean Water Act(33 U.S.C. 1368),Executive Order 11738,and Environmental Protection Agency regulations(40 CFR part 15).(Contracts, subcontracts,and subgrants of amounts in excess of$100,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts,subcontracts,and subgrants of amounts in excess of$100,000,the vendor will be in compliance with all applicable standards, orders,or requirements issued under section 306 of the Clean Air Act(42 U.S.C. 1857(h)),section 508 of the Clean Water Act(33 U.S.C. 1368),Executive Order 11738,and Environmental Protection Agency regulations(40 CFR part 15). Does vendor certify that it is in compliance with the Clean Air Act? 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 9 of 19 59 2 CFR PART 200 Procurement of Recovered A non-Federal entity that is a state agency or agency of a Yes Materials political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery;and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Does vendor certify that it is in compliance with the Solid Waste Disposal Act as described above? 60 Certification Regarding Lobbying Applicable to Grants, Subgrants,Cooperative Agreements, I HAVE NOT Lobbied per above and Contracts Exceeding$100,000 in Federal Funds Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S.Code.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.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. 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 any 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 a Federal contract,the making of a Federal grant,the making of a Federal loan,the entering into a cooperative agreement,and the extension,continuation, renewal, amendment,or modification of a Federal contract,grant, loan,or cooperative agreement. (2) If any funds other than Federal 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 grant or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"disclosure Form to Report Lobbying,"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding$100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. 61 Lobbying Report Standard Form-LLL,"disclosure ONLY IF you answered"I HAVE Lobbied per above"to (No Response Required) Form to Report Lobbying," attribute#60, please download and complete and upload the Standard Form-LLL,"disclosure Form to Report Lobbying,"in the Response attachments section. 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 10 of 19 62 Federal Requirements for Procurement and Federal Requirements for Procurement and Contracting YES Contracting with small and minority businesses, with small and minority businesses,women's business women's business enterprises,and labor surplus enterprises,and labor surplus area firms. Do you ever area firms. anticipate the possibility of subcontracting any of your work under this award if you are successful? 63 If yes to the above question OR if you ever do If yes to the above question OR if you ever do subcontract YES subcontract any part of your performance under any part of your performance under the TIPS Agreement, the TIPS Agreement,do you agree to comply with do you agree to comply with the following federal the following federal requirements? requirements? Federal Regulation 2 CFR§200.321 Contracting with small and minority businesses,women's business enterprises,and labor surplus area firms.(a)The non-Federal entity must take all necessary affirmative steps to assure that minority businesses,women's business enterprises,and labor surplus area firms are used when possible. (b) Affirmative steps must include:(1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements,when economically feasible,into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses, and women's business enterprises; (5) Using 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;and (6) Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs(1) through (5)of this section. 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 11 of 19 64 Davis-Bacon Act compliance. (No Response Required) Texas Statute requires compliance with Davis-Bacon Act, as amended (40 U.S.C.3141-3148).When required by Federal program legislation,all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C.3141-3144,and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part S,"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,contractors must be required to pay wages not less than once a week.The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C.314S),as supplemented by Department of Labor regulations (29 CFR Part 3,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion,or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. BY SUBMITTING A PROPOSAL FORTH IS SOLICITATION,the Vendor agrees,AS REQUIRED BY LAW,to comply with the Davis Bacon Act,IF APPLICABLE. 65 Contract Work Hours and Safety Standards Act Where applicable, all contracts awarded by the (No Response Required) (40 U.S.C.3701-3708) non-Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C.3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C.3702 of the Act,each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard workweek of 40 hours.Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the workweek.The requirements of 40 U.S.C.3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market,or contracts for transportation or transmission of intelligence. By submitting a proposal to this solicitation, and IF the customer is utilizing federal funds as described above, the Vendor agrees to comply with the Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 12 of 19 66 Indemnification The ESC Region 8 and TIPS is a Texas Political Yes Subdivision and a local governmental entity;therefore, is prohibited from indemnifying third parties pursuant to the Texas Constitution (Article 3,Section 52)except as specifically provided by law or as ordered by a court of competent jurisdiction.A provision in a contract to indemnify or hold a party harmless is a promise to pay for any expenses the indemnified party incurs, if a specified event occurs,such as breaching the terms of the contract or negligently performing duties under the contract.Article III,Section 49 of the Texas Constitution states that"no debt shall be created by or on behalf of the State..."The Attorney General has counseled that a contractually imposed obligation of indemnity creates a"debt"in the constitutional sense.Tex.Att'y Gen.Op.No. MW-475 (1982). Contract clauses which require the System or institutions to indemnify must be deleted or qualified with"to the extent permitted by the Constitution and Laws of the State of Texas."Liquidated damages, attorney's fees,waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with"to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 67 Remedies The parties shall be entitled to exercise any right or Yes, I Agree remedy available to it either at law or in equity,subject to the choice of law,venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances.Any Claim arising out of or related to the Contract,except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associated filing fee equally. Mediation shall be held in Camp or Titus County, Texas.Agreements reached in mediation shall be reduced to writing,and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if signed,shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms? 68 Remedies Explanation of No Answer 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 13 of 19 69 Choice of Law The agreement between the Vendor and TIPS/ESC Yes Region 8 and any addenda or other additions resulting from this procurement process, however described,shall be governed by,construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. THIS DOES NOT APPLY to a vendor's agreement entered into with a TIPS Member,as the Member may be located outside Texas. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 70 Jurisdiction and Service of Process Any Proceeding arising out of or relating to this Yes procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County,Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding,waives any objection it may now or hereafter have to venue or to convenience of forum,agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world.Venue clauses in contracts with TIPS members may be determined by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 71 Alternative Dispute Resolution Explanation of No Answer 72 Infringement(s) The successful vendor will be expected to indemnify and Yes, I Agree hold harmless the TIPS and its employees,officers, agents, representatives,contractors,assignees and designees from any and all third party claims and judgments involving infringement of patent,copyright, trade secrets, trade or service marks,and any other intellectual or intangible property rights attributed to or claims based on the Vendor's proposal or Vendor's performance of contracts awarded and approved. Do you agree to these terms? 73 Infringement(s)Explanation of No Answer 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 14 of 19 74 Acts or Omissions The successful vendor will be expected to indemnify and Yes, I Agree hold harmless the TIPS, its officers, employees,agents, representatives,contractors,assignees and designees from and against any and all liability, actions,claims, demands or suits,and all related costs,attorney's fees and expenses arising out of,or resulting from any acts or omissions of the vendor or its agents, employees, subcontractors,or suppliers in the execution or performance of any agreements ultimately made by TIPS and the vendor. Do you agree to these terms? 75 Acts or Omissions Explanation of No Answer 76 Contract Governance Any contract made or entered into by the TIPS is subject Yes to and is to be governed by Section 271.151 at seq,Tex Loc Gov't Code.Otherwise,TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. 77 Payment Terms and Funding Out Clause Payment Terms: Yes TIPS or TIPS members shall not be liable for interest or late payment fees on past due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding Out Clause: Vendor agrees to abide by the laws and regulations, including Texas Local Government Code§271.903, or any statutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the Vendor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. See statute(s)for specifics or consult your legal counsel. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 78 Insurance and Fingerprint Requirements Insurance (No Response Required) Information If applicable and your staff will be on TIPS member premises for delivery,training or installation etc.and/or with an automobile,you must carry automobile insurance as required by law.You may be asked to provide proof of insurance. Fingerprint It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code.The Texas Education Code, Chapter 22, Section 22.0834. Statutory language may be found at:http://www.statutes.legis.state.tx.us/ If the vendor has staff that meet both of these criterion: (1)will have continuing duties related to the contracted services;and (2)has or will have direct contact with students Then you have"covered"employees for purposes of completing the attached form. TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have questions on how to comply,see below. If you have questions on compliance with this code section,contact the Texas Department of Public Safety Non-Criminal Justice Unit,Access and Dissemination Bureau, FAST-FACT at NCJU@txdps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 15 of 19 School District or ESC Region 8 and TIPS. Texas DIPS phone number is(512)424-2474. See form in the next attribute to complete entitled: Texas Education Code Chapter 22 Contractor Certification for Contractor Employees 79 Texas Education Code Chapter 22 Contractor Introduction: Texas Education Code Chapter 22 requires None Certification for Contractor Employees entities that contract with school districts to provide services to obtain criminal history record information regarding covered employees.Contractors must certify to the district that they have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a school district. Definitions:Covered employees:Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have direct contact with students.The District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history:Any conviction or other criminal history information designated by the District,or one of the following offenses, if at the time of the offense,the victim was under 18 or enrolled in a public school: (a)a felony offense under Title 5,Texas Penal Code; (b) an offense for which a defendant is required to register as a sex offender under Chapter 62,Texas Code of Criminal Procedure; or(c)an equivalent offense under federal law or the laws of another state. I certify that: NONE (Section A)of the employees of Contractor and any subcontractors are covered employees,as defined above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure that the employees of Contractor and any subcontractor will not become covered employees.Contractor will maintain these precautions or conditions throughout the time the contracted services are provided. OR SOME(Section B)or all of the employees of Contractor and any subcontractor are covered employees.If this box is checked, I further certify that: (1)Contractor has obtained all required criminal history record information regarding its covered employees.None of the covered employees has a disqualifying criminal history. (2)If Contractor receives information that a covered employee subsequently has a reported criminal history, Contractor will immediately remove the covered employee from contract duties and notify the District in writing within 3 business days. (3)Upon request,Contractor will provide the District with the name and any other requested information of covered employees so that the District may obtain criminal history record information on the covered employees. (4)If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal history record information,Contractor agrees to discontinue using that covered employee to provide services at the District. Noncompliance or misrepresentation regarding this certification may be grounds for contract termination. 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 16 of 19 80 Texas Business and Commerce Code§272 SB 807 prohibits construction contracts to have provisions (No Response Required) Requirements as of 9-1-2017 requiring the contract to be subject to the laws of another state,to be required to litigate the contract in another state,or to require arbitration in another state. A contract with such provisions is voidable. Under this new statute, a "construction contract" includes contracts,subcontracts,or agreements with (among others)architects,engineers, contractors,construction managers,equipment lessors,or materials suppliers. "Construction contracts"are for the design,construction, alteration, renovation, remodeling,or repair of any building or improvement to real property,or for furnishing materials or equipment for the project. The term also includes moving, demolition,or excavation. BY RESPONDING TO THIS SOLICITATION,AND WHEN APPLICABLE,THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE §272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES. 81 Texas Government Code 2270 Verification Form Texas Government Code 2270 Verification Form YES Texas 2017 House Bill 89 has been signed into law by the governor and as of September 1,2017 will be codified as Texas Government Code§2270 and 808 at seq. The relevant section addressed by this form reads as follows: Texas Government Code Sec. 2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and (2)will not boycott Israel during the term of the contract engaged by ESC Region 8/The Interlocal Purchasing System(TIPS) 4845 Highway 271 North Pittsburg,TX 75686 Verify by this writing that the above-named company affirms that it(1)does not boycott Israel;and (2)will not boycott Israel during the term of this contract,or any contract with the above-named Texas governmental entity in the future. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid,that the above-named Texas governmental entity will be notified in writing within one(1)business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 at seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity. AND Our company is not listed on and we do not do business with companies that are on the the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf I swear and affirm that the above is true and correct. 82 Solicitation Deviation/Compliance Does the vendor agree with the General Conditions Yes Standard Terms and Conditions or Item Specifications listed in this proposal invitation? 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 17 of 19 83 Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation,all such deviations must be listed on this attribute,with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions,and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute,the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications,and all other information contained in this Solicitation. 84 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Yes Agreement? 85 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute,with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions,and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute,the proposer assures TIPS of their full compliance with the Vendor Agreement. 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 18 of 19 Line Items Response Total: $0.00 180702- Crimson Construction (Crimson Construction Management, LLC)- Page 19 of 19 # » m « o c r� = o # o a & 6 r� G \ e Ln t e = 9 T 3 f § 2 / / \ a e t m r,4 $ \ _0 E tu t E ( \ j c \ � Q \ $ 2 � / 0 t \ o u 5 \ 2 § ® f i < u E 2 G .( / V) f 0 \ \ 3 / / § ai E 5 t 3 \ 3 ktu - \ I e ƒ 7 w E G ¥ m E o E A E s 7 QJ o \ eLU % o u g § R 7 0 . z # O 6 2 \ k � � § > ) § E 2 E F � 2 / Q � \ k > § ° c 2 < / ? ra \ \ j .( ) g o a g _ 8 � k a / ƒ ° S E u \ c c o 2 2 L. ° a E m §" @ m 0 a ƒ Som22 = ° / rL kk//k (Li fc£ % Er ƒ .0k � @ s \ o > M 4-0 M S 2 0 \ 0 \ / ƒ < C k ƒ § / c / 2 a LU § m u ■ 0 4 M \ _E \ & e ro z a m / \ / / kco X+j ) § E 4 & # u 2 / 2 § 2 § k k 0 \ 5 a 7 u n u » u r u O / Insert TIPS RFP#180702 FAILURE TO PROPERLY COMPLETE THIS FORM AND SUBMIT WITH YOUR RESPONSE MAY RESULT IN A WAIVER OF YOUR RIGHTS UNDER THE LAW TO MAINTAIN CONFIDENTIALITY TREATMENT OF SUBMITTED MATERIALS CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF EDUCATION SERVICE CENTER REGION 8 AND TIPS (ESC8) IS GOVERNED BY TEXAS GOVERNMENT CODE, CHAPTER 552 If you consider any portion of your proposal to be confidential information and not subject to public disclosure pursuant to Chapter 552 Texas Gov't Code or other law(s),you IUUaLmake a My of all claimed confidential materials within your proposal and put this COMPLETED form as a cover sheet to said materials then scan, name "CONFIDENTIAL"and upload with your proposal submission. (You must include the confidential information in the submitted proposal as well, the copy uploaded is to indicate which material in your proposal, if any,you deem confidential in the event the receives a Public Information Request.) ESC8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law. Pricing of solicited product or service may be deemed as public information under Chapter 552 Texas Gov't Code. The Office of Texas Attorney General shall make the final determination whether the information held by ESC8 and TIPS is confidcntial and exempt from public disclosure, If you claim that parts of your proposal are confidential,complete the top section below. I claim part of my proposal to be confidential and DO NOT desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, Rli etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. The attached contains material from our proposal that I classify and deem confidential under Texas Gov't Code Sec. 552 or other law(s) and I invoke my statutory rights to confidential treatment of the enclosed materials. Name of company claiming confidential status of material Printed Name and Title of authorized company officer claiming confidential status of material Address City State ZIP Phone ATTACHED ARE COPIES OF PAGES OF CONFIDENTIAL MATERIAL FROM OUR PROPOSAL Signature Date OR If you t claim any of your proposal to be confidential, complete the section below only. Express Waiver: I desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. Crimson Construction Management, LLC Brandon Rodriguez Printed Name authorized company officer Title of authorized company officer 411 Peacock Cir Duncanville TX 75137 972-818-5051 Address City State ZIP Phone _ Signatur Date V/9 a?Ql Liberty Mutual. SURETY Mike J. Bauman Field Product pine Sr.Underwriter 5100 N.Brookline,41055 Oklahoma City,OK 73112 (405) 200-0630 Michael.Bauman@l,iberi�,Mti tti.iI.cc,i i March 16, 2017 To: Whom It May Concern Re: Crimson Construction Management Dear Sir/Madam.- Crimson Construction Management is a current surety client of The Ohio Casualty Insurance Company/Liberty Mutual Surety. We have provided surety credit on their behalf since 2017. Under advantageous circumstances of all parties involved,we could potentially approve a single bond amount of$1,000,000 and an aggregate program amount of$1,000,000 for this account. This letter should not be construed as an agreement to provide a surety bond, but is offered as an indication of our current evaluation of Crimson Construction Management. Any determination as to approval of a final bond for Crimson Construction Management will be subject to review and approval of underwriting conditions (including the individual contract terms) that may exist at the time the bond is requested by Crimson Construction Management. This letter does not constitute an assumption of liability. Any request for bonds is a matter between Crimson Construction Management and Surety, and we assume no liability to you or any third party if for any reason we do not execute said bond. If we can provide any additional information, please do not hesitate to call upon us. Sincerely, I abey4,Mutual Safrety kv Mike J. Bauman Field Product Line Sr. Underwriter U J C77 w w z w LtJ z o rn ct 0 V o Q Q U z CQ CIL C z CO o Q U o I— Q a U) w ❑ z U N 11 O �, w LJ z U 0 Q = LU o (D w F' ❑ Q � � z �. Z O ¢� '� z z o � � � � p rrnn VJ N ( ❑ CF)- p jv =LZ °i U) Cl °a z � zC6 U � o �r0N w � Z z ti O Q1 O 2 Of oqv 0 n m n � F H � U Ins/-1 z f � a V Q n N U O C; U S W I--'� D U GO N � z 0 � � F U N C z V Crimson Construction Management, LLC Criirisor� COMMERCIAL ROOFING SERVICES • Commercial & Industrial Roofs • EPDM • Asphalt Roofs • Single-Ply1TPO • Flat Roofs • Mechanically Fastened • High Pitched Roofs • Metal Slope Roofs • Foam Roofs • Asphalt Shingle Roofs • Tile Roof • Roof Repairs, Restorations & • Shake Roofs Maintenance • Protective Coatings • Property Inspections • Built-Up Gravel & Modified • Estimates & Roof Reports Bitumen • Roof Tracking Maintenance Program Insert TIPS RFP#180702 FAILURE TO PROPERLY COMPLETE THIS FORM AND SUBMIT WITH YOUR RESPONSE MAY RESULT IN A WAIVER OF YOC1R RIGHTS UNDER THE LAW TO MAINTAIN CONFIDENTIALITY TREATMENT OF SUBMITTED MATERIALS CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF EDUCATION SERVICE CENTER REGION 8 AND TIPS (ESC8) IS GOVERNED BY TEXAS GOVERNMENT CODE, CHAPTER 552 If you consider any portion of your proposal to be confidential information and not subject to public disclosure pursuant to Chapter 552 Texas Gov't Code or other law(s),you must matte a fj ,nv of all claimed confidential materials within your proposal and put this COMPLETED form as a cover sheet to said materials then scan, name "CONFIDENTIAL"and upload with your proposal submission. (You must include the confidential information in the submitted proposal as well, the copy uploaded is to indicate which material in your proposal, if any,you deem confidential in the event the receives a Public Information Request.) ESC8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law. Pricing of solicited product or service may be deemed as public information under Chapter 552 Texas Gov't Code. The Office of Texas Attorney General shall make the final determination whether the information held by ESC8 and TIPS is confidential and exempt from public disclosure. If you claim that parts of your proposal are confidential,complete the top section below. I claim part of my proposal to be confidential and DO 3. QT desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. The attached contains material from our proposal that I classify and deem confidential under Texas Gov't Code Sec, 552 or other law(s) and I invoke my statutory rights to confidential treatment of the enclosed materials. Name of company claiming confidential status of material Printed Name and Title of authorized company officer claiming confidential status of material Address City State ZIP Phone ATTACHED ARE COPIES OF PAGES OF CONFIDENTIAL MATERIAL FROM OUR PROPOSAL Signature Date OR If you dU ilot claim any of your proposal to be confidential, complete the section below otlt.. Express Wllver; I desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region S and TIPS. Crimson Construction Management, LLC Brandon Rodriguez Printed Name authorized company officer Title of authorized company officer 411 Peacock Cir Duncanville TX 75137 972-818-5051 Address City State ZIP Phone Signatur Date 7zlq o?4f CONSTRUCTION CHECKLIST FOR TEXAS PUBLIC GOVERNMENT ENTITIES WHEN UTILIZING COOPERATIVE CONSTRUCTION JOB ORDER CONTRACTING (JOC) TIPS is not providing legal advice with this document but is alerting TIPS Members of statutory requirements that could be applicable to a TIPS Member's purchase when utilizing a cooperative JOC contract. TIPS recommends that you consult your legal counsel when entering into a contract. Job Order Contracting is the only delivery method included in Texas Government Code § 2269 which can functionally be procured through a cooperative contract.' When contracting for construction services the following actions should be considered: The Texas Government Entity's Governing Body Must: a. Select the Construction Delivery Method of Job Order Contract as the method which provides the best value for the governmental entity, when required.2 b. Ensure that your entity has entered into an interlocal agreement with, or has otherwise become a member of, the selected purchasing cooperative.3 c. Certify determination of need for Architect or Engineer. Per Texas Government Code 791.0110), local governments procuring "construction related goods or services" greater than $50,000.00 through an interlocal agreement, must have written certification determining the need for and/or engagement of a project Architect or Engineer.4 d. Select independent design professionals, Architects and Engineers, as appropriate pursuant to the Texas Occupations Code. The selected contractor cannot provide these services. Generally, Architects are required for renovations to buildings costing $50,000.00 or more and for new buildings costing $100,000.00 or more. Generally, Engineers are required for projects costing $8,000.00 or more which include electrical or mechanical modifications and if no electrical or mechanical modifications, then any project of $20,000.00 or more. These are basic descriptions and there are more complex rules and considerations in determining the need for independent design professionals.5 e. For any contract for a public work awarded by a political subdivision of the state, one must determine the prevailing wage rate for the geographic area which is typically done by determining the Davis Bacon Wage Rates. The current Davis-Bacon Wage Rates can be found at https://wdolhome.sam.gov/. This is required by FEMA, The Texas Department of Agriculture in relation to Child Nutrition Funds, and EDGAR funds. Texas law provides an alternative survey method which is not commonly used but can be found described in Texas Government Code Chapter 2258.E f. Make any delegations of authority to authorized representative, committee, or other person related to the construction procurement process. Notice of any delegation,the limits of the delegation, and the name or title of each person designated must be provided in notice by rule or through the published solicitation. This is often done through a resolution prepared by legal counsel and approved by the governing body. g. The governing body of a governmental entity shall approve each job, task, or purchase order that exceeds $500,000.00 for JOC procured through a cooperative contract.$ 1 See Texas Government Code Chapter 2269;§2269.406-407.Found at https://statutes.capitol.texas.goy/Docs/GV/htm/GV.2269.htm. z See Texas Government Code Chapter 2269;§2269.056(a).Found at https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2269.htm. 3 See Texas Government Code Chapter 791:§791.011(d)(1). Found at https://statutes.capitol.texas.sov/Docs/GV/htm/GV.791.htm. °See Texas Government Code Chapter 791:§791.011(j). Found at https:Hstatutes.capitol.texas.sov/Docs/GV/htm/GV.791.htm. 5 See Texas Occupations Code§§1001.053&1051.703.Found at https://statutes.capitol.texas.sov/Docs/OC/htm/OC.1001.htm#1001 and https://statutes.ca pito l.texa s.Soy/Docs/OC/htm/OC.1051.htm#1051.703. 6 See Texas Government Code Chapter 2258;§2258.022.Found at https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2258.htm. 7 See Texas Government Code Chapter 2269;§2269.053.Found at https://statutes.capitol.texas.goy/Docs/GV/htm/GV.2269.htm. 8 See Texas Government Code Chapter 2269;§2269.403.Found at https://statutes.capitol.texas.goy/Docs/GV/htm/GV.2269.htm. The Entity Must (which may or may not require the governing body's approval depending on local policy): a. Prior to beginning the project, obtain proper Payment Bonds (generally required for projects valued at $25,000.00 and greater) and Performance Bonds (generally required for projects valued at $100,000.00 and greater) for public works contracts.9 b. Obtain documentation that the contractor is providing workers compensation, general liability, and other insurance certificates for any project regardless of the size of the project. c. Work with your attorney to draft and review contracts for public work construction. d. If the project requires governing body approval OR exceeds $1,000,000.00, obtain the Form 1295 Disclosures from the entity with which your entity is contracting and acknowledge that receipt with the State BEFORE signing any contracts.10 e. When required, include written verification in the contract that the contracting party does not boycott Israel." f. Confirm that the contract provides that it will be governed and interpreted in accordance with the laws of the State of Texas as required by the Texas Business and Commerce Code. A provision providing exclusive venue of state district courts in your county is recommended.12 g. Check the Texas Comptroller's website located at: https://comptroller.texas.goy/purchasing,/publications/divesttnent.php and document that the Vendor not listed on any of the Comptroller's divestment lists in connection with Tex. Govt. Code 808.051, Tex. Govt. Code 2252.153, and Tex. Govt. Code 2270.0209,and for compliance with contracting requirements referenced in Tex. Govt. Code 2252.152, and Tex. Govt. Code 2270.002.13 h. Ensure contractor and subcontractor compliance with Texas Education Code § 22.08341 et. seq.regarding criminal history information review by certain public works contractors and subcontractors.14 i. Carefully review your entity's governing body's policies, specifically CV and CH Local for Texas School Districts. 9 See Texas Government Code Chapter 2253;§2253.021.Found at https://statutes.capitol.texas.goy/Docs/GV/htm/GV.2253.htm. 10 See Texas Government Code§2252.908 found at https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2252.htm. See also, https://www.ethics.state.tx.us/filinginfo/1295 . 11 See Texas Government Code Chapter 2271;§2271.002.Found at https://statutes.capitol.texas.goy/Docs/GV/htm/GV.2253.htm. 1z See Texas Business and Commerce Code Chapter 272;§272.001.Found at https:Hstatutes.capitol.texas.gov/Docs/BC/htm/BC.272.htm. 1s See https://comptroller.texas.sov/purchasing/publications/divestment.php. 14 See Texas Education Code Chapter 22;§22.08341.Found at https:Hstatutes.capitol.texas.gov/Docs/ED/htm/ED.22.htm#22.08341. CERTIFICATION OF DETERMINATION OF NEED FOR ARCHITECT OR ENGINEER Texas Govt Code 791.0110) requires the following written certification determining the need for and/or engagement of a project Architect or Engineer when a Texas local government utilizes an Interlocal Agreement to procure construction related services utilizing a Job Order Contract. have been designated by the Texas (insert name) local government entity (insert name) located at (insert address) to determine whether or not an Architect or Engineer is required for the project described here (insert project description on the next two lines) I have determined that an Architect or Engineer is required. Type YES or NO here If it is determined that an Architect or Engineer is required for the above referenced project, the following firm or firms were engaged for the project described herein. (insert names and addresses of firm(s)below) Signature of designee listed above Date Below are helpful guides to when an Architect or Engineer are required in Texas. If you are unsure,please consult your legal counsel or an Architect or Engineer that is licensed in Texas. TX Govt Code 791 . 011 (j) (j ) For the purposes of this subsection, the term "purchasing cooperative" means a group purchasing organization that governmental entities join as members and the managing entity of which receives fees from members or vendors . A local government may not enter into a contract to purchase construction-related goods or services through a purchasing cooperative under this chapter in an amount greater than $50, 000 unless a person designated by the local government certifies in writing that: (1) the project for which the construction-related goods or services are being procured does not require the preparation of plans and specifications under Chapter 1001 or 1051, Occupations Code; or (2) the plans and specifications required under Chapters 1001 and 1051, Occupations Code, have been prepared. S7 CO do {J S{ 41 I 4] m _ m x Li 0 o C U - CL C O �aa P Vl iO r l G {•. ifY N 3 W ccn ads C`. 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PRICING EXHIBIT RCSP 180702 Roofing(JOC) There is additional information in the RCSP document on RS Means. You may go to the R5 Means website to learn more about this price book. https://www.rsmeans.com The RS Means Price Book is adjusted for different geogLa hic areas by using a City Cost Index multiplier for each location. This is in the definitions section of the RCSP document. Example: The current Dallas' City Cost Index is 86.9%and it is included in the sample calculation below. EXAMPLE: Unit Price Book cost $100.00 City Cost Index (Dallas) .869 Contractor Coefficient .95 Formula (UPB) x (City Cost Index) x (Contractor Coefficient) Cost To TIPS Member ($100.00) x (.869) x (.95) = $82.555 TIPS Fee ($82.555) x (.02) = $1.6511 Net To Contractor ($82.555) — ($1.6511) = $80.90 TO BE CONSIDERED, YOU MUST ENTER THE COEFFICIENT you propose to apply to the RS Means Price Book Pre-Priced Tasks for all divisions. RS Means (All Divisions) ' Regular Hours Multiplier Coefficient 1 .5 After Hours Multiplier Coefficient ** Any regular hours coefficient of 1.5 or greater will receive 0 points for the pricing criterion. Please list the geographic markets where you are licensed, and desire to perform work. You may select national coverage or states. Check the appropriate box below: ❑ National Coverage FStates—List the abbreviation of each desired state in the space below. (Example: AR, MO, TX, Etc.) TX Non-Pre-Priced Markup 30 %TO BE CONSIDERED,YOU MUST ENTER THE MARKUP Non-pre-priced line items are items not found in the Unit Price Book. Enter in the blank above your percentage markup that includes overhead and profit. 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E f = E ] ® CL \ k / \ 2 \ 2 / k \ 7 $ \ / 2 — / / §_ ° kcr \] � \ k ° ) ƒ (D 2 ( m / ° k f § E 7 ] $ $ \ - 7 2 Z, _ § \ \ \ 2 < 7 \ B / \ ( § $ c 7 qQ q E 7 CL 2 ] iA Cr $ e 2 "0f 0 / % $ cr 7 o / CL $ ] / J ƒ m / § 7 L / \ \CL � E � \ k _ ] � 2 / .. 7 _ 2 ¢ � � CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the low by H.B.23,64th Leg.,Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who pate Received has a business relationship as delined by Section 176-001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006,Local Government Code.An offense under this section is a misdemeanor. IJ Name of vendor who has a business relationship with local governmental entity. Crimson Construction Management, LLC Check this box if you are filing an update to previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the data on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the Information Is being disclosed. N/A Name of Officer 4 Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176-003(a)(2)(A). Also describe any family relationship with the too of government officer. Complete subparts A and B for each employment or business relationship described.Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income,from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the Iocal government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes E7 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. 6 ❑ Check this box if the vendor has given the Iocal government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B),excluding gifts described in Section 176.003(a-1). 10/20/2020 Signature of vendor doing business with the governmental entity Bale Form provided by Texas EINCS CommiSSW www.etnics.state.tx.us Revised 11W2015 TIPS Contract RSCP 180702 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to,that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code$176.006(a)and(a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity,or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection (a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRT�Tli COUNCIL ACTION: Approved on 10/16/2018 DATE: 10/16/2018 REFERENCE **p-12260 LOG NAME: 13P18-0411 ROOF REPAIR NO.: REPLACEMENT SKR CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Non-Exclusive Purchase Agreements for Roof Repair and Replacement Services with Bazan Roofing, Inc., Castro Roofing of Texas LLC., and Crimson Construction Management LLC., Using the Interlocal Purchasing System Cooperative Contract in a Combined Annual Amount of$8,500,000.00 for the Initial Two-Year Term and Authorize One One-Year Renewal Options for the City Departments (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of nonexclusive contracts with Bazan Roofing Inc., Castro Roofing of Texas LLC, and Crimson Construction Management LLC, for roof repair and replacement services in a combined amount up to$8,500,000.00 for the initial two-year term. This agreement will begin on execution and expire on September 30, 2020 after an initial two-year term and will have one one-year renewal option for the City Departments. DISCUSSION: The City of Fort Worth (City)will use these contracts to purchase roof repair and replacement services on an as-needed basis. Roof repair and replacement services are used by various City departments in connection with a variety of projects. Price Analysis- Prices under the TIPS contract 180702 were compared and it was discovered a discount was going to be applied under the contract. The service provided under the TIPS contract 180702 will help replace the services from previous resources. No guarantee was made that a specific amount of services would be purchased. However, the City departments determined that all three contracting entities will be awarded with the same amount up to$2,833,333.33 from the TIPS contract 180702. Administrative Change Order-An administrative change order or increase may be made by the City Manager in the amount of$100,000.00 for the TIPS contract 180702 and does not require specific City Council approval as long as sufficient funds have been appropriated. Contract terms- Upon City Council approval, the contracts will begin on execution and expire on September 30, 2020. The City will have one one-year options to renew, at the City's sole discretion. M/WBE -A waiver for MBE/SBE subcontracting requirements is not allowed due to the Cooperative Agreement. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budgets, as appropriated, of the participating departments and that prior to an expenditure being made, the participating Department has the responsibility to validate the availability of funds. Future year contract renewals are subject to appropriation of funds for this purpose by the Mayor and City Council. BQN\18-0411\SR TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) http://apps.cfwnet.org/council_packet/mc review.asp?ID=26446&councildate=10/16/2018 10/19/2020 M&C Review Page 2 of 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Cynthia Garcia (8525) Additional Information Contact: Steven Rathers (2057) Blanca Robison-Sanchez (8354) ATTACHMENTS 1295 Crimson Construction Management LLC.odf Bazan 1295.pdf Form 1295 Certificate Castro Roofing.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=26446&councildate=10/16/2018 10/19/2020