Contract - Intercon Environmental - 9/27/2018 CITY OF ROUND ROCK
AGREEMENT FOR THE DEMOLITION
AND DISPOSAL SERVICES
WITH
IN_TERCON ENVIRONMENTAL INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS Agreement for demolition and waste disposal services at a City of Round
owned building located at 2800 Oakmont, Round Rock, Texas (referred to herein as the
"Agreement"), is made and entered into on this the day of the month of September, 2018,
by and between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality whose offices
are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City")
and INTERCON ENVIRONMENTAL, INC. whose offices are located at 210 South Walnut
Creek Drive, Mansfield, Texas 76063 (referred to herein as the "Services Provider").
RECITALS:
WHEREAS, City desires to purchase demolition and waste disposal services for a City of
Round Rock owned building located at 2800 Oakmont, Round Rock, Texas; and
WHEREAS, Services provider is an approved Texas Multiple Award Schedule
(TXMAS) vendor; and
WHEREAS, City is permitted to purchase from a TXMAS contract and desires to
purchase certain goods and services from Services Provider through the TXMAS Contract No:
TXMAS-I 8-OOCORP07; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City is obligated to buy specified services and Services Provides- is obligated to pay for
00408813/ss2
`�-26(2) -592-0
said services. The Agreement includes any exhibits, addenda, and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,
commodities, or equipment.
2.01 EFFECTIVE DATE; TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect, unless and until it expires by operation of the
term stated herein, or until terminated as provided herein.
B. The term of this Agreement shall be from the effective date of the Agreement
until successful completion of the work. City reserves the right to review the relationship at any
time, and may elect to terminate this Agreement, with or without cause, or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Services Provider to supply the services as outlined in Exhibit"A,"attached
hereto and incorporated herein by reference.
The services which are the subject of this Agreement are described in Exhibit "A" and,
together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 SCOPE OF WORK
When taken together with the appended exhibits, this Agreement shall evidence the entire
understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions. Services Provider shall satisfactorily provide all services
described under the attached Exhibit "A." Service Provider's undertakings shall be limited to
performing services for the City and/or advising City concerning those matters on which
Services Provider has been specifically engaged. Services Provider shall perform its services in
accordance with this Agreement, in accordance with the appended.exhibits, in accordance with
2
due care, and in accordance with prevailing industry standards for comparable services.
5.01 COSTS
A. The costs listed in Exhibit "A" shall be the basis of any charges collected by
Services Provider.
B. The City agrees to pay the Services Provider the amount of One Hundred Three
Thousand Sixty-Eight and 98/100 Dollars ($103,068.98) for Service Provider's services set
forth in Exhibit"A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Services Provider;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
C. Delivery or performance dates.
7.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 271.101 and Section 271.102.
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City's bid, with the consent and agreement of the successful vendor(s) and
the City. Such agreement shall be conclusively inferred for the Services Provider from lack of
exception to this clause in the Service Provider's response. However, all parties hereby
expressly agree that the City is not an agent of, partner to, or representative of those outside
agencies or entities and that the City is not obligated or liable for any action or debts that may
arise out of such independently-negotiated "piggyback"procurements.
8.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
J
giving Services Provider a.written notice of termination at the end of its then current fiscal year.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, V.T.C.A., Texas Government Code, payment to
Services Provider will be made within thirty (30) days of the day on which City receives the
performance, supplies, materials, equipment, and/or deliverables, or within thirty (30)days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Services Provider may charge interest on an overdue payment at the "rate in
effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance
with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not
apply to payments made by City in the event:
A. There is a bona fide dispute between City and Services Provider, a contractor, a
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Services Provider and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
10.01 GRATUITIES AND BRIBES
City may, by written notice to Service Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Services Provider may be subject to penalties stated
in Title 8 of the Texas Penal Code.
11.01 TAXES
City is exempt fi-om Federal Excise and State Sales Tax; therefore, tax shall not be
included in Service Provider's charges.
4
12.01. ORDERS PLACED WITH ALTERNATE SERVICE PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products or services from another supplier or suppliers.
13.01 INSURANCE
Services Provider shall meet all requirements required by the City as set forth at:
https:Hviww.i-oundrocktexas.gov/wp-content/uploads/2014/12/corn insurance 07.20112.pdf
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Gary Hudder
Director of Transportation
2008 Enterprise Drive
Round Rock, Texas 78664
512-218-5560
()-huddernroundrocktexas.gov
15.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
16.01 DEFAULT
If Services Provides- abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods elsewhere, Services Provider agrees that it may be charged the
difference in cost, if any, and that it will not be considered in the re-advertisement of the service
and that it may not be considered in future bids for the same type of work. unless the scope of
work is significantly changed.
Services Provider shall be declared in default of this Agreement if it does any of the
following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
5
C. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
D. Becomes insolvent or seeks relief under-the bankruptcy laws of the United States.
17.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Services
Provider.
B. In the event of any default by Services Provider, City has the right to terminate
this Agreement for cause, upon ten (10) days' written notice to Services Provider.
C. Services Provider has the right to terminate this Agreement only for cause, that
being in the event of a material and substantial breach by City or by mutual agreement to
terminate evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Services Provider,
Services Provider shall discontinue all services in connection with the performance of this
Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such
orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice
of termination, Services Provider shall submit a statement showing in detail the goods and/or
services satisfactorily performed under this Agreement to the date of termination. City shall then
pay Services Provider that portion of the charges, if undisputed. The parties agree that Services
Provider is not entitled to compensation for services it would have performed under the
remaining term of the Agreement except as provided herein.
18.01 INDEMNIFICATION
Services Provider shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, dernands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
Service Provider, or Service Provider's agents, employees or subcontractors, in the performance
of Services Provider's obligations under this Agreement, no matter- how, or to whom, such loss
may occur. Nothing herein shall be deemed to limit the rights of City or Services Provider
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
6
19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Services Provider, its agents, employees and subcontractors shall use best efforts
to comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies.
B. Services Provider acknowledges and understands that City has adopted a Storm
Water Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139
through 14-152 of the City's Code of Ordinances, to manage the quality of the discharges from
its Municipal Separate Storm Sewer System (MS4) and to be in compliance with the
requirements of the Texas Commission on Environmental Quality (TCEQ) and the Texas
Pollutant Discharge Elimination System (TPDES). The Services Provider agrees to perform all
operations on City-owned facilities in compliance with the City's Illicit Discharge Ordinance to
minimize the release of pollutants into the MS4. The Services Provider agrees to comply with of
the City's storrnwater control measures, good housekeeping practices and any facility specific
stormwater management operating procedures specific to a certain City facility. In addition, the
Services Provider agrees to comply with any applicable TCEQ Total Maximum Daily Load
(TMDL) Requirements and/or I-Plan requirements.
C. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott
Israel during the term of this contract. The signatory executing this Agreement on behalf of
Services Provider verifies Services Provider does not boycott Israel and will not boycott Israel at
any term of this Agreement.
20.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
21.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
7
Notice to Services Provider:
Intercon Environmental, Inc.
210 South Walnut Creek Drive
Mansfield, Texas 76063
Notice to City:
City Manager Stephen L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
23.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Services Provider and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing, duly authorized by action of the City Manager or City
Council.
24.01 DISPUTE RESOLUTION
City and Services Provider hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
25.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
8
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider represents that it employs trained, experienced and
competent persons to perfonn all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider shall be fully responsible for its delays or for failures to use best efforts in
accordance with the terns of this Agreement. Where damage is caused to City due to Service
Provider's failure to perfonn in these circumstances, City may pursue any remedy available
without waiver of any of City's additional,legal rights or remedies.
Force Majeure. Neither City nor Services Provider shall be deemed in violation of this
Agreement if it is prevented from perfonning any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures are on the following page.]
9
IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Roun Rock,Texas Intercon Environmental, Inc.
By: By:
Printed Name: '
M AIV Printed Name: Karen Andrews
Title: Title: President
Date Signed: Date Signed: September 7, 2018
Attest:
By: �•
Sara White, City Clerk
For City, p roved as t Form:
By: t
Step an . Sheets, City Attorney
10
Exhibit "A"
TXMAS QUOTE
o tercon
ENVIRONMENTAL, INC. TEXAS
210 South Walnut Creek Drive
Mansfield, Texas 76063 —t
(817) 477-9995 `„a�.1,0J.,�j 4�
B U Y
INTERCOM ENVIRONMENTAL, INC. PROJECT#180367
DATE: 07/26/18
TO: PROJECT:
Mr. David Walther Mr. David Walther
City of Round Rock City of Round Rock
221 E. Main St. Oakmont Center
Round Rock, TX 78664 2800 Oakmont Dr.
Phone: (512) 218-5400 Round Rock, TX 78665
Phone: (512) 218-5400
COMMENTS OR SPECIAL INSTRUCTIONS:
1 Transportation of all waste is included in the TXMAS Item's Quote. However, the cost of the disposal is an
additional cost and is outlined in each item's description as "All disposal will be paid at vendor's cost". Disposal site
invoice will be attached to our TXMAS Invoice for payment.
2 The cost of the Backfill is an additional cost that has no line item but is outlined in each items description as "All
backfill will be paid at vendor's cost plus a percentage mark-up not to exceed 10%" A copy of the Vendors invoice
and the 10% markup will be attached to our TXMAS Invoice for payment.
3 For your convenience when placing your order with TXMAS we have included an estimate for these costs which
you will need to add to your TXMAS Orders.
PROJECT
MANAGER TXMAS CONTRACT# REQUISITIONER TERMS
I Keith Flowers _ TXMAS-I8-OOCORP07 David Walther Net 30 .1
QUANTITY ITEM NUMBER - DESCRIPTION UNIT TOTAL
PRICE
12512 NRD1.2e Commercial—Up to and including 4 stories. Inclding 2.13 26650.56
clean-up and removal of debris as a result of
demolition
3001 plus Square feet, not including slab
12512 NRD1.7 Commercial slab including footers, beams,piers,etc. 1.26 15765.121
18571 NRD1.10 Concrete and asphalt removal, driveway,sidewalk, 0.76 14113.96
patio, parking lot, etc.with or without reinforcement
up to 6 inches thick
306 NRD1.11 Saw cut slab--bisected improvements 2.03 621.18
Exhibit "A"
QUANTITY ITEM NUMBER DESCRIPTION UNIT TOTAL
PRICE
550 NRD1.12 Miscellaneous debris removal, i.e.trash,trees, 12.18 6699.00
shrubs, above ground pools,etc. Does not include
i debris as a result of demolition.
1 NRD1.17 Mobilization Fee(includes disconnect, equipment, 507.61 507.61
generators, traffic control etc.
40 NRD1.18 Freon Recovery 50.76 2030.40
901 NRD1.23 Special(temporary) site protection needs,fencing, 2.28 2054.28
barricades,etc.
1019 NRD1.24 Silk screen fencing (permanent placement) 2.13 2170.47
1410 NRD1.27 Removal of Commercial Canopies 3.04 4286.40
28170 NRD DISPOSAL All disposal will be paid at vendor's cost 1.00 28170.00
— TOTAL DUE 103068.98
Make all checks payable to Intercon Environmental, Inc.
If you have any questions concerning this quote,contact:
Keith Flowers, (817)477-9995, ke!th M-intercon-environmental.com
Thank you for your business!
2
8/2/20(�tttp://www.comptroller.texas.gov/) Contract Details
Texas Comptrol�X�I I� �+ 11�11
Accounts l
Glenn Hegar
TEXAS
BUY
(http://www.txsmartbuy.com)
Contracts SPD Applications Help(/help/)
1 item
Contract Details: # TXMAS-18-OOCORP07
Search for items in this contract(lex_search/false/contract_number/TXMAS-18—OOCORP07)
Number TXMAS-18-OOCORP07
Description Demolition and Disposal of Improvements on Right-of-Way and Abatement and Removal of Asbestos
Category TxSmartBuy
Type TXMAS
Start Date 3/6/2018
End Date 5/21/2019
Fed TxDOT#601000000000000000000000007223
Purchase Category PCC X
Code(Agencies Only)
http://www.txsmartbuy.com/contracts/view/2060 114
8/21A018
Purcase Orders Only purchase orders issued through Texas mar Ee�B)are eligible for contract pricing.The Contractor
cannot ship any products or prQvj�fZ.sgBft,Un. Nceipt of a Purchase Order generated by the TSB system.
All purchase orders that Incluudlet''allgii tuote order line(excluding linked item quotes)will be placed on hold
pending Statewide Procurement Division (SPD)review.
Quote order requirements:
1.Items that are available In TSB must be placed through the TSB shopping cart.The TSB shopping cart allows up
to 45 line Items.Once 45 line items are added to the TSB shopping cart,the additional order items must be totaled
and entered using the quote order line.
2.State agencies must enter no less than 20 Items into the TSB shopping cart before utilizing the quote line option.
Texas SmartBuy Members are encouraged to add items to the TSB cart before utilizing the quote line option.
3.All purchase orders that include a quote order line require the attachment of a completed contractor quote
containing the following:
• Detailed, unit pricing of all contracted items and services.
• The contractor's TXMAS contract number clearly identified,
• Open market,or incidental,items clearly identified.
4.Validation of contract pricing and item availability is the responsibility of the purchaser in determining best value.
When the attachment Is confirmed, SPD will release the purchase order to the TXMAS contractor for fulfillment.
5. If approval is requested prior to the order being inputted in TSB, or SPD assistance is requested to validate
pricing or item availability,the information may be submitted to txmasquote@cpa.texas.gov.
Customers may only purchase TXMAS goods or services from a TXMAS Contractor online through Texas
SmartBuy.CPA does not authorize any offline sales of this TXMAS contract's goods or services.
Order Limitation IMPORTANT:The services provided by this contract may be a service subject to the provisions of Texas
Government Code Chapter 2254,Subchapter B.A state agency,as defined by Texas Government Code
Chapter 2254, may only acquire the services subject to Texas Government Code Chapter 2254,Subchapter
B according to the procedures identified In that subchapter. Failure to comply with the provisions of Texas
Government Code Chapter 2254,Subchapter B could result in a void contract.
The contractor is not required to accept orders below the minimum listed below.Orders between the minimum and
maximum listed below are subject to the pricing of the underlying contract.
Minimum order:$2,000
Maximum order: None
State Contracts All TIBH term contracts and Texas Correctional industries(TCI)term contracts take precedence over this TXMAS
contract.If similar products or services are listed on this TXMAS contract and a CPA Term contract,a
determination should be made that will result in a best value purchase.
CPA Contract Questions regarding contract management issues,price changes,amendments or other post-award concerns
Management should be directed to:
SPD TXMAS Program
Texas Comptroller of Public Accounts(CPA)
Phone:(512)463-3034 option 3
Email: txmas@cpa.texas.gov (mailto:txmas@cpa.texas.gov)
Approved Only products or services listed in the underlying contract may be purchased from this TXMAS contract,with one
Products/Services exception. Incidental,off-schedule items may be purchased as""best value, open market""items provided that they
are necessary for product integration or product completeness.The purchasing entity is responsible for ensuring
that the quoted price for such incidental items is fair and reasonable. These incidental items may be added to the
TXMAS purchase order If they are clearly labeled as""open market(OM), best value""items.
Incidental items may not exceed$5,000.00 OR 50%of the purchase order total,whichever Is less,
If the pending order includes incidental items that exceed the stated limits,a request may be submitted by the
Customer to the Statewide Procurement Division for review and consideration of an exception.Exception
requests shall be submitted to txmasquote@cpa.texas.gov(mailto:txmasquote@cpa.texas.gov).The request
must include a copy of the complete contractor quote listing all core items and a detailed incidental charge
breakdown.
Contract TXMAS prices may be validated against the base contract's price list. TXMAS contractors are authorized to charge
Speciflcs/Notes up to 1.5228%more than their&asilx
r_xr i If13tiq�.i
Base Contract Price List(http://www.txsmartbuy.com/SSP Applications/NetSuite Inc.-Shopping/Custom
ShopFlow/Documents/Contract Attach me nts/TXMAS-18-OOCORP07-Base Contract Price List-Intercon
Envrionmental,Inc..xlsx)
Delivery 14 days ARO
Compliant Products by Customer reserves the right to require new delivery or a refund in the event that materials or products not meeting
Contractor specifications are discovered after payment has been made.
Rebate Reporting Pursuant to Texas Government Code§2155.510(b),rebates generated from TXMAS contract purchases made in
Requirement for Federal whole or in part with federal funds must be reported by the purchasing agency for reporting,and reconciliation
purposes with the appropriate federal funding agency.Each quarter of the State's fiscal year(September 1 through
August 31),TXMAS contractors rebate 0.73875%of their TXMAS sales to the State of Texas via the Texas
Comptroller of Public Accounts(CPA).It is the purchasing entity's responsibility to report the amount of rebate to
the federal fund-provider using the above percent based on the total dollar value of the TXMAS purchase order.
Example:A purchasing entity receives and uses federal funds of$50,000 to purchase items/services on a TXMAS
contract.The purchasing entity must report to the federal fund-provider that a sales rebate of$369.37($50,000
0.73875%=$369.37)will be paid to the State of Texas by the TXMAS contractor.
Contractor Performance The Statewide Procurement Division Contract Management Office(SCMO),a division of the Comptroller of Public
Accounts(CPA),administers a vendor performance program for use by all customers per Texas Government Code
(TGC),§2262.055, and 34 Texas Administrative Code(TAC),§20.108.The Vendor Performance relies on the
customer's participation in gathering information on vendor performance.State agency customers shall report
vendor performance on purchases of$25,000 or more from contracts administered by CPA,or any other purchase
of$25,000 or more made through delegated authority granted by CPA(TAC 20.108),or purchases exempt from
CPA procurement rules and procedures.State agencies are additionally encouraged to report vendor performance
on purchases under$25,000.
Vendor Performance shall be reported through the CPA VENDOR PERFORMANCE TRACKING SYSTEM
(https://comptroller.texas.gov/purchasing/programs/vendor-performance-tracking/).
The purpose of the Vendor Performance Tracking System is to:
• Identify vendors that have exceptional performance
•Aid purchasers in making a best value determination based on vendor past performance
• Protect the state from vendors with unethical business practices
•Track vendor performance for delegated and exempt purchases
Contractor Information
VID: 15224377745
Contractor: Intercon Environmental, Inc.
Contact Name:Karen Andrews
Email: karen@intercon-environmental.com
Phone: (817)477-9995
Address: 210 South Walnut Creek Drive Mansfield TX 76063
HUB Eligibilfty:WO
HUB Gender: F
Aewh
45 Texas Comptroller of Public Accounts
Glenn Hegar
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Parcel Number: Csi# SPECIFICATION NO.
Address& City: Exhibit "A"A e t TxDOT 968-66-15
County: REVISED:JANUARY 2017
TXDOT Agent: Blanket P.G. No:601000000000000000000000007223
Estimate Only NORTH REGION PRICING
ATTACHMENT A-ITEMIZED WORKSHEET
Part 1.North Region Pricing for Demolition of Improvements
Solicitation No.601440000010357
RESPONDENT NAME: INTERCON ENVIRONMENTAL,INC.
Item Description Estimated U/M Unit Price Total
Quantity
Single Family-up to and including 4 stories.
Including clean-up and removal of debris as a
1.1 Residential result of demolition
1 -800 Square Feet, not including slab SQFT 2.50 $ -
801 -1500 Square Feet, not including slab SOFT 2.40 $ -
1501 -2200 Square Feet,not including slab SQFT 2.25 $ -
2201 -3000 Square Feet,not including slab SQFT 2.20 $ -
3001 plus Square Feet, not including slab SQFT 2.10 $ -
Up to and including 4 stories. Including clean-
up and removal of debris as a result of
1.2 Commercial demolition
1 -800 Square Feet, not including slab SQFT 2.50 $ -
801 - 1500 Square Feet,not including slab SQFT 2.45 $ -
1501 -2200 Square Feet,not including slab SQFT 2.40 $ -
2201 -3000 Square Feet,not including slab SQFT 2.30 $ -
3001 plus Square Feet,not including slab SQFT 2.10 $ -
Swimming
1.3 Pools Cubic Feet of Depression Prior to Demolition
Concrete or gunite in ground(including spas,
Jacuzzis,etc.) CUFT 2.00 $ -
Residential slab.Single Family,including
1.4 footers, beams,piers, etc. SQFT 1.25 $ -
1.5 Residential slab exceeding 6 inches SQFT 1.40 $ -
1.6 Residential pier and beam foundation SQFT 1.40 $
Commercial slab including footers, beams,
1.7 piers, etc. SQFT 1.25 $ -
1.8 Commercial slab in excess of 6 inches SOFT 1.40 $ -
Commercial slab for grade beams greater
1.9 than 2 feet X 2 feet X 2 feet SQFT 1.80 $ -
Concrete and asphalt removal,driveway,
sidewalk,patio, parking lot,etc.with or
1.10 without reinforcement up to 6 inches thick SQFT 0.75 $ -
1.11 Saw Cut Slab-bisected improvements LFT 2.00 $ -
Miscellaneous debris removal,i.e.trash,
trees,shrubs,above ground pools, etc. Does
1.12 not include debris as a result of demolition. CUYD 12.00 $ -
Removal of miscellaneous items, metal or
1.13 wood storage shed, etc. SQFT 0.85 $ -
Page 1 of 2
Parcel Number: Csi# SPECIFICATION NO.
Address & City: Exhibit r r A r r TxDOT 968-66-15
County: REVISED:JANUARY 2017
TXDOT Agent: Blanket P.O. No:601000000000000000000000007223
Estimate Only NORTH REGION PRICING
ATTACHMENT A-ITEMIZED WORKSHEET
Part 1. North Region Pricing for Demolition of Improvements
Solicitation No.601440000010357
RESPONDENT NAME; INTERCOM ENVIRONMENTAL, INC.
Item Description Estimated U/M Unit Price Total
Quantity
Removal of miscellaneous items,wood or
1.14 metal fence,etc. LFT 1.50 $ -
1.15 Removal of wood decking and supports SQFT 0.50 $
Surcharge for transporting debris(outside of
county where work is being performed).
Includes debris as a result of demolition and
1.16 other debris removal. CUYD 10.00 $ -
Mobilization Fee(Includes disconnect,
1.17 a uipment,generators,traffic control,etc.) EA 500.00 $ -
1.18 Freon recovery LB 50.00 $ -
Commercial storm sewer,cut and cap
1.19 (up to 12 inches in diameter) EA 400.00 $ -
Commercial storm sewer,cut and cap
1.20 (12 inches to 24 inches in diameter) EA 500.00 $ -
1.21 Pump out septic tanks
Residential GAL 1.00 $ -
Commercial GAL 1.00 $ -
1.22 Signage,commercial advertising, etc. SQFT 3.00 $ -
Special(temporary)site protection needs,
1.23 fencing,barricades, etc. LFT 2.25 $ -
1.24 silk screen fencing (permanent placement) LFT 2.10 $ -
1.25 Removal of wind mill EA 100.00 $ -
1.26 Removal of well house EA 500.00 $ -
1.27 Removal of Commercial Canopies SQFT 3 $ -
1.28 Removal of buried propane tanks EA 50.00 $ -
1.29 Removal of above ground propane tanks EA 40.00 $ -
1.30 Cap or plug water well EA 2500.00 $ -
F7 1 TOTAL PART 1 $ -
All backfill will be paid at vendor's cost plus a percentage mark-up not to exceed 10% 10%
NOTE: All disposal will be paid at vendor's cost
Page 2 of 2
Exhibit "A"
STATE OF TEXAS
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE(TXMAS)
CONTRACT NO: TXMAS-I8-OOCORP07
THIS CONTRACT is entered into by and between the Texas Comptroller of Public Accounts (CPA), an
agency of the State of Texas, through its Statewide Procurement Division located at 1711 San Jacinto Blvd.,
Austin,Texas 78774 and Intercon Environmental, Inc. (Contractor) with its principal place of business located
at 210 S. Walnut Creek Dr. Ste 100, Mansfield,TX 76063.
This Contract is effective as of the date of signature by CPA after having first been signed by Contractor.
1. BACKGROUND
Contractor has entered into a contract with the federal government or other governmental entity that was
awarded using a competitive process (Base Contract). CPA has determined that the underlying Base Contract
offers goods or services that may be of interest to Customers. CPA will use the Base Contract as a basis for a
Texas multiple award schedule(TXMAS)contract with Contractor as permitted by Section 2155.501 et seq of
the Texas Government Code. This TXMAS Contract establishes terms and conditions under which Customers
may acquire Contractor's goods or services, but this Contract does not obligate any Customer to do so.
Customers are defined as those entities permitted to purchase from a TXMAS contract and consists of state
agencies (as defined by Section 2151.002 of the Texas Government Code), Iocal governments (as defined by
Section 271.101 of the Texas Local Government Code), assistance organizations, special districts, MHMR
community centers, Texas Rising Star Providers, or any qualified ordering entity participating in the
cooperative purchasing program.
2. CONTRACT DOCUMENTATION
(a) This Contract consists of the Base Contract as amended by this Contract (see Contract section entitled
"Entire Agreement") and any subsequent contract amendments issued by CPA. To the extent there is a
conflict between this Contract and the underlying Base Contract, this Contract controls.
(b) The Base Contract consists of all documents and materials incorporated in that agreement with the
governmental entity that awarded the Base Contract. Those documents include, but are not limited to,
the governmental entity's competitively procured solicitation, Contractor's response to that solicitation,
any resulting contract and all amendments thereto,and any authorized price lists.
(c) Additionally, all representations, clarifications, and certifications submitted by Contractor as a part of
the Base Contract contracting process are also included. This includes any laws, regulations,
documents, guidelines,and other materials incorporated by reference in the Base Contract, including, as
applicable, all Federal Acquisition Regulation(FAR), Defense Federal Acquisition Regulation(DFAR),
Federal Information Processing Standards Publication (FIPS PUB), Federal Standards (FED-STD)and
United States Code (USC) provisions, and any other applicable law or rule governing the contract
relationship. By way of example, if the Base Contract is with the United States General Services
Administration (GSA), such would include all cited FAR and DFAR provisions relating to warranties,
liabilities, and rights in data,and the GSA's Price Reduction Clause, among others.
(d) Prices reflected on the Base Contract are maximum prices. A Customer may negotiate a lower price for
goods and services than that listed on the Base Contract.
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Exhibit "A"
3. CERTIFICATION OF ACCURACY
Contractor hereby certifies that all copies of the Base Contract documents that were submitted to CPA.are true,
correct,current, and complete. Contractor further represents and warrants that all future Base Contract revisions
submitted to revise this Contract will also be true, correct, current, and complete.
4. REPRESENTATIONS
Contractor warrants that all certifications and representations made as a basis for obtaining or as a part of the
Base Contract were and still are true and accurate. Contractor further agrees that such representations are a basis
for CPA entering into this Contract and that such representation and certifications inure to the benefit of the
State of Texas, CPA, and all Customers under this Contract.
5. FUTURE NOTICE
(a) Contractor acknowledges that any continuing obligation to notify the governmental entity that awarded
Contractor's Base Contract of changes affecting the Base Contract(including, by way of example only,
notices required under any price change provisions of the Base Contract) imposes a corresponding
continuing obligation to notify CPA under this TXMAS Contract.
(b) Contractor agrees to notify CPA within 30 calendar days of all changes in the status of or amendments
to the Base Contract.
(c) Contractor shall promptly notify CPA of any modifications to the Base Contract. CPA will consider
Contractor's violation of this clause a material breach of the Contract and CPA may immediately
terminate this Contract or pursue any other available contract remedy.
6. PARTIES TO THIS CONTRACT
(a) For purposes of this Contract, all rights and obligations of Contractor and the governmental entity that
awarded Contractor's Base Contract will be rights and obligations of Contractor and the State of Texas,
CPA, and Customers, except to the extent that such would create an absurdity, are modified by this
Contract, or would violate state or federal law. CPA is the contracting agency that is a party to this
Contract,but may,as a state agency,also be a Customer under this Contract.
(b) Unless expressly stated otherwise or unless the context clearly indicates otherwise,all Customers of this
Contract will have the same rights and remedies of the State of Texas and CPA under this Contract
including, but not limited to, the provisions regarding indemnification. Any order placed by a local
government under this Contract will be between Contractor and the local government. Contractor will
look solely to the local government for performance, including but not limited to, payment, and will
hold the State of Texas harmless with regard to such orders. The State of Texas, however,will have the
right to terminate this Contract and seek such remedies on termination as this Contract provides should
Contractor fail to honor its obligations under an order from a local government.
(c) In performing this Contract, Contractor and Contractor's employees, representatives, agents and any
subcontractors are not employees of the State of Texas, CPA, or Customers. Should Contractor
subcontract any of the services required in this Contract, Contractor expressly understands and
acknowledges that in entering into such subcontract(s), the State of Texas, CPA, and Customers are in
no manner liable to any subcontractor(s) of Contractor. In no event shall this provision relieve
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Page 2 of 22
Exhibit "A"
Contractor of the responsibility for ensuring that the services rendered under all subcontracts are
rendered in compliance with this Contract.
7. TXMAS PROGRAM REQUIREMENTS
In addition to all other provisions in this Contract that constitute changes or modifications to the Base Contract,
Contractor agrees to the following provisions, notwithstanding anything to the contrary contained in the Base
Contract:
(a) All equipment will be new and all replacement parts will be new.
(b) The ordering and payment addresses under this Contract will be those contained in Contractor's offer
letter to the State.
(c) Payments and invoicing will be in accordance with the terms discussed under the provisions in this
Contract entitled"PAYMENT; TRAVEL EXPENSES"and"INVOICE REQUIREMENTS."
(d) All shipping of equipment under warranty for repairs will be at Contractor's expense.
(e) All references to hours of the day will be deemed to be references to Central Time.
(f) Neither the State of Texas, nor CPA, nor Customers will purchase goods or services for overseas
delivery or provide Contractor with overseas support.
(g) Contractor may not sell and Customers may not purchase goods or services that are not included in this
Contract.Therefore, to the extent the Base Contract contains terms that are not included in this Contract
(such as blanket purchase agreements and contractor team arrangements),those terms are not applicable
to this contract. However, for administrative convenience and to satisfy a total best value procurement
requirement, a Customer may, if the quoted price is determined to be fair and reasonable, purchase
incidental items that are not on the Base Contract to the extent permitted by applicable laws, rules, and
regulations. The purchase of incidental items will be treated as an open market purchase and clearly
labeled on the purchase order as open market items. These incidental items may not exceed $5,000. If
incidental goods or services exceed $5,000,the purchase order may be void.
(h) Contractor may only sell professional services to Customers as defined and mandated by Chapter 2254,
Subchapter A, of the Texas Government Code.CPA will consider Contractor's violation of this clause a
material breach of the Contract and CPA may immediately terminate this Contract or pursue any other
available contract remedy.
(i) Contractor may not sell to state agency Customers under this Contract any consulting services available
on Contractor's Base Contract that are subject to Chapter 2254, Subchapter B of the Texas Government
Code. CPA will consider Contractor's violation of this clause a material breach of the Contract and
CPA may immediately terminate this Contract or pursue any other available contract remedy.
(j) Contractor may not sell to Customers under this Contract any technology commodity items (defined
under Section 2157.068 Texas Government Code) that are available on Contractor's Base Contract.
This includes commercial software, hardware, or technology services that are generally available to
businesses or the public. This Contract specifically excludes any technology commodity item listed in
Contractor's Base Contract or Contractor's catalog or proposal. CPA will consider Contractor's
violation of this clause a material breach of the Contract and CPA may immediately terminate this
Revision 7 122017 Contract No TXMAS-I8-OOCORP07 Base Contract No TOOT 60I000000000000000000000007223
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Exhibit "A"
Contract or pursue any other available contract remedy.
(k) Contractor must submit a TxSmartBuy catalog to CPA with the exact same list of goods and services
that the Base Contract permits Contractor to sell for uploading into the TxSmartBuy online ordering
system. The TxSmartBuy catalog must reflect the goods and services listed on the base contract
website. If a good or service is not visible online, then CPA will not list the good or service on the
TxSmartBuy online ordering system.
8. TXSMARTBUY
(a) Online ordering. CPA operates the TxSmartBuy online ordering system to allow Customers to order
from the TXMAS Contract online. Customers may search for available goods and services, compare
prices, and place orders through TxSmartBuy. Customers will exclusively access the goods or services
available under Contractor's TXMAS contract through TxSmartBuy.
(b) Pricing and related information not confidential or proprietary. The operation of TxSmartBuy
requires CPA to publish all pricing information and other related information online. Consequently, by
signing this agreement, Contractor agrees that the pricing (and other related information) submitted as
part of Contractor's offer packet is not confidential or proprietary. By submitting an offer packet,
Contractor consents to the publication of Contractor's pricing and related information on TxSmartBuy.
(c) TxSmartBuy administrative fee. To cover the costs of operating TxSmartBuy, CPA will charge
Contractor a 1.5% TxSmartBuy administrative fee. if Contractor wishes to recover this fee, CPA
authorizes Contractor to charge up to 1.5228% additionally on its offer of goods or services. In CPA's
review and evaluation of Contractor's pricing in its submitted offer packet, CPA assumes that
Contractor has already considered and factored in no more than a 1.5228% maximum recoupment of
the TxSmartBuy administrative fee.
(i) Contractor shall remit the 1.5% TxSmartBuy administrative fee on a monthly basis. The
TxSmartBuy administrative fee is based on the amount of sales (based on the good's or service's
delivery date)under this Contract for the previous month and is due upon receipt of the invoice that
CPA will e-mail to Contractor the following month.
(ii) CPA will bill Contractor for this fee based on all sales under the Contract.
(iii)The TxSmartBuy administrative fee remittance should be identified as "TxSmartBuy Admin Fee"
and made payable to fEA. The remittance address is: Texas Comptroller of Public Accounts, Attn:
TxSmartBuy Administrative Fee,P.O. Box 13106, Austin,TX 78711-3106.
(iv)The TxSmartBuy administrative fee is subject to change at the sole discretion of CPA. CPA will
provide Contractor with written notice of any increase to the TxSmartBuy administrative fee.
(d) TXMAS sales rebate. Contractor shall remit to the State of Texas a sales rebate which will not exceed
the GSA Industrial Funding Fee (IFF) that is in effect at the time of the submission. The current sales
rebate is 0.73875%. Contractor shall remit the sales rebate on a quarterly basis, using the State of Texas
Fiscal Calendar, which starts on September 1 and ends on August 31 of each year. The sales rebate will
be for the amount of sales (based on the good's or service's delivery date) under this Contract for the
previous quarter and is due upon receipt of the invoice that CPA will e-mail to Contractor the week
following the end of the quarter.
Revision 7/12/2017 Contract No TXMAS.•18-ODCORP07 Base Contract No TOOT 601000000000000000000000007223
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Exhibit "A"
(i) The Sales Rebate remittance should be identified as "TXMAS Sales Rebate" and made payable to
SEA. The remittance address is: Texas Comptroller of Public Accounts, TXMAS Sales Rebate,
P.O. Box 13186,Austin,TX 78711-3186.
(e) Warrant hold for non-payment of fees or rebates.Texas Government Code § 403.055 prohibits CPA
from making payments to anyone indebted to the State of Texas. Payments to Contractor may be held
and applied to the Contractor's debt in accordance with Texas Government Code § 403.0551.
9. DEALERS
(a) Upon CPA approval, Contractor may designate one or more dealers to provide goods or services under
this Contract on behalf of Contractor. To designate a dealer, Contractor must provide a Letter of
Authorization.Contractor shall provide a separate Letter of Authorization for each designated dealer.
(b) The Letter of Authorization must be submitted on Contractor's official letterhead, signed by an
authorized representative, and addressed to the attention of the Statewide Procurement Division
Director at the address set forth in Contract section entitled"Notices."The Letter of Authorization must
include a Letter of Acceptance from the dealer and all supporting documentation. By submitting a
Letter of Authorization,Contractor represents and warrants the following:
(1) The dealer has been given a copy of this Contract (and all incorporated documents), a duly
authorized representative of the dealer has agreed in writing to be bound by the terms and
conditions of this Contract and the Base Contract as modified by this Contract, and that such
agreement specifically provides that it is for the benefit of the State of Texas, CPA,and Customers,
as well as Contractor.
(2) Contractor agrees to remain liable under this Contract for any failure of the dealer to perform and
for any breach of the dealer under this Contract. Any items sold by an authorized Dealer is subject
to the fees set forth in Section 8 above. CPA will look solely to Contractor for payment of all
applicable fees and Contractor will be responsible for payment of all applicable fees regardless of
whether a dealer provided the goods or services to Customer.
(3) Payments under this Contract for the services of any dealer may be made directly to that dealer, and
Contractor will look solely to the dealer for any payments due Contractor once the State of Texas,
CPA, or a Customer has paid the dealer.
(4) To the extent that there is any liability to the State of Texas, CPA, or any Customer arising from
doing business with a dealer that has not signed the Letter of Acceptance required under this section
with Contractor, Contractor will fully and unconditionally indemnify the State of Texas, CPA, and
Customers for such liability.
(5) Contractor's Letter of Authorization shall remain effective until CPA receives written notification
from Contractor, signed by an authorized representative of Contractor, that the authorization to a
dealer is withdrawn.
(c) The Letter of Acceptance must be submitted on the dealer's official letterhead, signed by an authorized
representative of the dealer, and addressed to the attention of Contractor. In the Letter of Acceptance,
the dealer must represent and warrant that it has been given a copy of this Contract and the Base
Contract, it agrees to be bound by the terms and conditions of this Contract and the Base Contract, as
both may be amended from time to time, and such agreement specifically provides that it is for the
Revision 7 12 2017 Contract No TXMAS-I8-OOCORP07 Base Contract No.:TxDOT 601000000000000000000000007223
Page 5 of 22
Exhibit "A"
benefit of the State of Texas, CPA, and Customers, as well as Contractor. The Letter of Acceptance
must also include the following information:
(1) the dealer's name and address;
(2) the dealer's point of contact name,telephone number, fax number,and e-mail address;
(3) the dealer's payment address;
(4) the dealer's purchase order e-mail address;
(5) the dealer's Federal Employer's Identification Number(FEIN); and
(6) the dealer's HUB Certificate, if the dealer is a Texas HUB.
(d) Prior to CPA's approval of Contractor's designated dealer, CPA will review the Letter of Authorization
and the required documentation for compliance with this section and applicable state laws and
regulations. If the submission of documentation is incomplete (i.e., does not include all required
documentation), CPA reserves the right to reject the Letter of Authorization and require re-submission
by Contractor of the Letter of Authorization and all required documentation. Even if a submission is
complete,CPA reserves the right to reject Contractor's designation of a dealer to provide services under
this Contract on behalf of Contractor. Approval is at CPA's sole discretion
10.POLICY ON UTILIZATION OF HISTORICALLY UNDERUTILIZED BUSINESSES (HUBS)
In accordance with Chapter 2161 of the Texas Government Code and 34 Texas Administrative Code (TAC)
§§20.281 et seq., state agencies shall make a good faith effort to utilize Historically Underutilized Businesses
(HUBs) in contracts for construction, services (including professional and consulting services), and
commodities contracts.
Contractors are urged to utilize HUBs as defined in 2161.001 of the Texas Government Code Section or small
businesses as defined in Section 2155.505(a)Texas Government Code Section to sell or provide services under
the Base Contract. A Contractor's failure to make a good faith effort to use HUBs and small businesses under
the Base Contract may result in exclusion of Contractor from participation in TXMAS. A list of Certified Texas
HUB Vendors can be accessed on CPA's website.
11. LIMITATION ON AUTHORITY; LINIITATION OF LIABILITY
Contractor shall have no authority to act for or on behalf of the State of Texas, CPA, or Customers except as
expressly provided for in this Contract; no other authority, power, use, or joint enterprise is granted or implied.
Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of
Texas, CPA,or Customers.
TO THE EXTENT PERMITTED BY THE CONSTITUTION AND THE LAWS OF THE STATE OF TEXAS,
THE PARTIES AGREE THAT IN NO EVENT WILL THE STATE OF TEXAS, CPA, OR CUSTOMERS BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO LOST PROFITS, EVEN IF THE PARTIES HAD BEEN ADVISED, KNEW, OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
12. PAYMENT; TRAVEL EXPENSES
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Exhibit "A"
(a) Payment shall be made in accordance with Chapter 2251 of the Texas Government Code.
(b) Except as provided for in Section 2251.021(b) of the Texas Government Code, payment by a state
agency or local government is due within thirty(30)calendar days after the later of:
(1) the date the state agency or local government receives the goods under this Contract;
(2) the date the state agency or local government receives a proper invoice(see Paragraph below
entitled"INVOICE REQUIREMENTS")for the goods or services;or
(3) the date the performance of the service under the contact is completed
(c) Except as provided for in Section 2251.021(b)of the Texas Government Code, a payment will begin to
accrue interest at a rate by CPA pursuant to the statute on the 31St day after the later event described by
subsections (b)(1) through (3) above. Interest stops accruing on the date the state agency or local
government mails (postmark)or electronically transmits the payment.
(d) Any travel or per diem required by Contractor to perform its obligations under this Contract and the
Base Contract will be at Contractor's expense. All travel and per diem that a Customer requests in
addition to what this Contract or the Base Contract requires Contractor to provide at Contractor's
expense are subject to, and shall not exceed, the reimbursement limitations applicable to Texas state
employees in conducting official state business as prescribed by applicable law, rules, and regulations
including, but not limited to, Chapter 660 of the Texas Government Code, the General Appropriations
Act and rules adopted by the Comptroller.
13. INVOICE REQUIREMENTS
(a) In order to receive payment, Contractor must submit an original invoice to the office designated in the
purchase order as the "Bill To" address. To be a proper invoice, the invoice must include the following
information and/or attachments:
(1) Name and address of Contractor as designated in this Contract.
(2) Contractor's Federal Employer's ID Number(FEIN)as designated in this Contract.
(3) Contractor's invoice remittance address as designated in this Contract.
(4) The purchase order number authorizing the delivery of products or services.
(5) A description of what Contractor delivered, including,as applicable,the time period, serial number,
unit price, quantity, and total price of the products and services. If the invoice is for a lease,
Contractor must also include the payment number(e.g., I of 36).
(b) If an authorized dealer has fulfilled the purchase order, then the dealer's information should be supplied
in lieu of Contractor's information.
(c) If an invoice does not meet this section's requirements or if Contractor fails to give proper notice of a
price increase (see Paragraph below entitled "NOTIFICATION OF PRICE INCREASE"), CPA will
Revision-7d212017 Contract No TXMAS-I8-OOCORP07 Base Contract No. TOOT 601000000000000000000000007223
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Exhibit "A"
send Contractor written notice with the improper invoice to the address designated for receipt of
purchase orders. The notice will contain a description of the defect or impropriety and any additional
information Contractor needs to correct the invoice.
(d) In submitting an invoice to a Customer, Contractor certifies: that the invoice has been carefully
reviewed for detailed description of the services performed or goods delivered; that the services have
been performed or goods delivered in compliance with this Contract and the Base Contract; that the
amount of the invoice and all previous invoices together do not exceed the contractual cap of this
Contract, the Base Contract, or Contractor's negotiated fees; that the charges and expenses shown on
the invoices are reasonable and necessary; and that all appropriate and required supporting
documentation is attached. Customer may, in its sole discretion, require additional documentation to
support payment and Contractor shall respond to any such requests within five (5) calendar days of
receipt. Customer reserves the right to make payments only upon receipt of a correct invoice, including
all of the required supporting documentation.Customer also reserves the right to refuse payments for
invoices that exceed the rates specified in this Contract or the Base Contract or Contractor's negotiated
fees.
14. AUDIT REQUIREMENTS
Pursuant to Section 2262.154 of the Texas Government Code, the State Auditor's Office, or successor agency,
may conduct an audit or investigation of Contractor or any other entity or person receiving funds from the state
directly under this Contract or indirectly through a subcontract under this Contract. The acceptance of funds by
Contractor or any other entity or person directly under this Contract or indirectly through a subcontract under
this Contract acts as acceptance of the authority of the State Auditor's Office, under the direction of the
legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the
direction of the Iegislative audit committee, Contractor or other entity that is the subject of an audit or
investigation must provide the State Auditor's Office with access to any information the State Auditor's Office
considers relevant to the investigation or audit. This Contract may be amended unilaterally by the CPA to
comply with any rules and procedures of the State Auditor's Office in the implementation and enforcement of
Section 2262.154 of the Texas Government Code. Contractor shall ensure that this clause concerning the
authority to audit funds received indirectly by subcontractors through Contractor and the requirement
to cooperate is included in any dealer agreement or subcontract.
Customers who order under the Contract using federal or grant funds may have additional audit requirements
that are required by state or federal law or regulation. Those additional requirements will be included on the
purchase order for that particular order.
15.NOTIFICATION OF PRICE INCREASES
For price increases authorized under this Contract, notification of such must be given to CPA and to the
purchase order "bill to" address contained in the applicable purchase order(s) for any orders affected by the
increase(e.g., existing leases, licenses, or annual maintenance programs).Contractor must give these notices no
later than 30 calendar days before the effective date of the price increase. This notification must specify, when
applicable, the product serial number, location, current price, increased price, and applicable purchase order
number.
16. NON-APPROPRIATION OF FUNDS
All obligations of CPA and Customers are subject to the availability of legislative appropriations and, for
Customers expending federal funds, to the availability of the federal funds applicable to this Contract.
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Exhibit tett
Contractor acknowledges that the ability of CPA and the Customers to make payments under this Contract is
contingent upon the continued availability of funds. Contractor further acknowledges that funds may not be
specifically appropriated for the Contract and CPA's or Customers' continual ability to make payments under
this Contract is contingent upon the funding levels appropriated for each particular appropriation period. CPA
and the Customers will use all reasonable efforts to ensure that such funds are available. Contractor agrees that
if future levels of funding for CPA or a Customer are not sufficient to continue operations without any
operational reductions, CPA, in its discretion, may terminate this Contract, either in whole or in part, or the
Customer, in its discretion, may terminate a pending order under this Contract,either in whole or in part. In the
event of such termination, neither CPA nor Customers will be considered to be in default or breach under this
Contract, nor shall CPA or Customers be liable for any further payments ordinarily due under this Contract, nor
shall CPA or Customers be liable for any damages or any other amounts which are caused by or associated with
such termination. CPA and Customers shall make best efforts to provide reasonable written advance notice to
Contractor of any such Contract or order termination. In the event of such a termination, Contractor shall,
unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of
termination, either on that particular order if an order is being terminated, or this Contract, if this Contract is
being terminated. CPA or the Customer,as applicable, shall be liable for payments limited only to the portion of
work CPA or the Customer authorized in writing and which Contractor has completed, delivered to CPA or
Customer, and which has been accepted by CPA or Customer. All such work shall have been completed, per
Contract requirements of this Contract and the Base Contract,prior to the effective date of termination.
17. PUBLIC INFORMATION
The CPA is a governmental body subject to the Texas Public Information Act (PIA), Chapter 552, Texas
Government Code, as are other potential Customers of this Contract. The Base Contract and other information
submitted to the CPA by Contractor are subject to release as public information by the CPA and by any
Customer that is also subject to the PIA. The Base Contract and other submitted information shall be presumed
to be subject to disclosure unless a specific exception to disclosure under the PIA applies. If it is necessary for
Contractor to include proprietary or otherwise confidential information in its submitted information, Contractor
must clearly label that proprietary or confidential information and identify the legal basis for confidentiality.
Merely making a blanket claim that the entire submission is protected from disclosure because it contains some
proprietary information is not acceptable,and shall make the entire submission subject to release under the PIA.
In order to trigger the process of seeking an Attorney General opinion on the release of proprietary or
confidential information,the specific provisions of the submitted information that are considered by Contractor
to be proprietary or confidential must be clearly labeled as described above. Any information which is not
clearly identified by Contractor as proprietary or confidential shall be deemed to be subject to disclosure
pursuant to the PIA and Contractor shall thereby be irrevocably deemed to have waived, and Contractor agrees
to fully indemnify the State of Texas, CPA, and any Customer subject to the FIA from, any claim of
infringement by CPA and any Customer subject to the PIA regarding the intellectual property rights of
Contractor or any third party for any materials appearing in the submitted information.
Contractor is required to make any information created or exchanged with a state governmental entity (as
defined by Section 2252.907(d) of the Texas Government Code) pursuant to this Contract, and not otherwise
excepted from disclosure under the Texas Public Information Act, available in at least one of the following
formats that is accessible by the public at no additional charge to the State of Texas, CPA, or Customers:
portable document format (pdo compatible with the latest version of Adobe Acrobat®; Microsoft Word®;
Microsoft Excel®; or,hard copy(paper).
18. CONFIDENTIALITY AND SECURITY
Any information Contractor receives, compiles, or creates as a result of this Contract must be maintained and
protected in accordance with any federal, state, or local laws and regulations that apply. Contractor shall
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Exhibit "A"
establish a method to secure the confidentiality of records and other information relating to Customers in
accordance with applicable federal and state laws,rules,and regulations.
The obligations of Contractor under this Confidentiality and Security section shall survive this Contract and
shall be included in all subcontracts.
19. RECORDS RETENTION
Contractor shall retain all financial records, supporting documents, statistical records, and any other records or
books relating to the performances called for in this Contract. Contractor shall retain all such records for a
period of seven (7) years after the expiration of this Contract, or until the CPA or State Auditor's Office is
satisfied that all audit and litigation matters are resolved, whichever period is longer. Contractor shall grant
access to all books, records and documents pertinent to this Contract to the CPA, the State Auditor of Texas,
and any federal governmental entity that has authority to review records due to federal funds being spent under
this Contract.
20. INSURANCE AND OTHER SECURITY
Contractor represents and warrants that it will obtain and maintain for the term of this Contract all insurance
coverage required to ensure proper fulfillment of the Contract and its liabilities thereunder. Contractor shall
insure any of its motor vehicles used to fulfill its duties under the Contract and ensure that its subcontractors do
the same. Such insurance shall comply with all statutory requirements of all states in which Contractor performs
under this Contract and must cover any cargo being delivered to Customers.
Contractor represents and warrants that all of the above coverage will be obtained from companies that are
licensed in the state of Texas, have an "A" rating from Best, and are authorized to provide the coverage.
Contractor shall furnish proof of insurance upon request of a Customer or the CPA.
21. LIABILITY FOR AND PAYMENT OF TAXES
CPA and certain Customers are exempt from certain taxes. Customers will furnish proof of tax exempt status to
Contractor upon request. Contractor shall pay all taxes resulting from this Contract and the Base Contract
including any federal, state, or local income, sales, excise, or property taxes. The State of Texas, CPA, and
Customers does not have tax liability under this Contract and will not reimburse Contractor for the payment of
such taxes incurred by Contractor in acquiring any goods or services as a part of any work called for in this
Contract or the Base Contract.Contractor's invoice may not include any amount for such taxes.
22. TERM AND TERMINATION
This Contract shall become effective on the date countersigned by the appropriate CPA official. Unless
otherwise sooner terminated as provided in this Contract, this Contract will terminate no later than five years
from the date of execution. If the Base Contract expires less than five years from the date of Contract execution,
this Contract will terminate upon the later to occur of(1) the expiration of the Base Contract or(2)the physical
completion of the last outstanding task or delivery of the final order placed under, and prior to the expiration of,
the Base Contract through this Contract. Except as otherwise provided in this Contract or the Base Contract or
as determined by Customer, at Customer's sole option, all applicable service agreements that were entered into
between Contractor and Customers under the terms and conditions of this Contract shall survive the
cancellation or termination of this Contract and the cancellation or termination of the Base Contract. Absent
Customer agreement to the contrary, in the event of termination of this Contract,Customers' sole and maximum
obligation shall be to authorize payment to Contractor for previously authorized goods or services performed in
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Exhibit "A"
accordance with all requirements of this Contract and the Base Contract, up to the termination date.
(a) Termination for Convenience of the State of Texas
The CPA reserves the right to terminate this Contract at any time, in whole or in part, without cost or
penalty, by providing 30 calendar days' advance written notice, if the CPA determines that such termination
is in the best interest of the state. In the event of such a termination, Contractor shall, unless otherwise
mutually agreed upon in writing, cease all work immediately upon the effective date of termination.
(b) Termination for Cause
If Contractor fails to provide the goods or services contracted for according to the provisions of this
Contract or the Base Contract, or fails to comply with any of the terms or conditions of this Contract or the
Base Contract, the CPA may,upon written notice of default to Contractor, immediately terminate all or any
part of this Contract. Termination is not an exclusive remedy, but will be in addition to any other rights and
remedies provided in equity, by law or under this Contract and the Base Contract.
The CPA may exercise any other right, remedy or privilege which may be available to it under applicable
law of the state and any other applicable law or may proceed by appropriate court action to enforce the
provisions of this Contract or the Base Contract, or to recover damages for the breach of any agreement
being derived from this Contract or the Base Contract. The exercise of any of the foregoing remedies will
not constitute a termination of this Contract unless the CPA notifies Contractor in writing prior to the
exercise of such remedy. Contractor shall remain liable for all covenants and indemnities under this
Contract and the Base Contract. Contractor shall be liable for all costs and expenses, including court costs,
incurred by the CPA with respect to the enforcement of any of the remedies listed herein.
(c) Change in Federal or State Requirements
If federal or state laws, rules, regulations, or requirements applicable to this Contract are amended,
performance under this Contract will be subject to the laws, rules, regulations, or requirements applicable at
the time of performance under this Contract. If federal or state laws or regulations or other federal or state
requirements are amended or judicially interpreted so that either the CPA or Contractor cannot reasonably
fulfill this Contract and if the Parties cannot agree to an amendment that would enable substantial
continuation of this Contract, the Parties shall be discharged from any further obligations under this
Contract.
(d) Termination for Non-Appropriation of Funds
CPA may terminate the Contract immediately for non-appropriation of funds as further detailed in the
Contract section entitled,"Non-Appropriation of Funds."
(e) Property Rights upon Termination
For purposes of this Contract, the term "Work Product" is defined as all work papers, work products,
materials, approaches, designs, specifications, systems, software, programs, source code, documentation,
methodologies, concepts, intellectual property or other property developed, produced or generated in
connection with the services to be provided by Contractor. In the event that this Contract or the Base
Contract is terminated for any reason, or upon the expiration of either this Contract or the Base Contract,
Customers shall retain ownership of all associated Work Product and documentation obtained from
Contractor under the Base Contract through this Contract. In the event that Contractor has any rights in and
to the Work Product that cannot be assigned to Customers, Contractor shall grant to Customers an
exclusive, worldwide, royalty-free, irrevocable, and perpetual license to directly and indirectly reproduce,
distribute, modify, create derivative works of, publicly perform and publicly display, such rights to make,
have made, use, sell and offer for sale any products developed by practicing such rights, and to otherwise
use such rights,with the right to sublicense such rights through multiple levels of sublicenses.
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Exhibit "A"
(f) No Liability Upon Termination
If this Contract is terminated for any reason, the State of Texas, CPA, and Customers shall not be liable to
Contractor for any damages, claims, losses, or any other amounts arising from or related to any such
termination. In the event of termination of this Contract, the sole and maximum obligation of the State of
Texas, CPA,and Customers shall be to authorize payment to Contractor for previously authorized goods or
services performed in accordance with all requirements of this Contract and the Base Contract, up to the
termination date.
(g) Survival of Terms
Termination of this Contract or the Base Contract for any reason shall not release Contractor from any
liability or obligation set forth in this Contract or the Base Contract that is expressly stated to survive any
such termination or by its nature would be intended to be applicable following any such termination,
including the provisions regarding confidentiality, indemnification, transition, records, audit, property
rights,dispute resolution,and invoice and fees verification.
(h) Lack of Contract Sales
If the Contract has a limited amount of sales over a period of 12 consecutive months, the contract may be
subject to termination in CPA's sole discretion. CPA may, upon written notice to Contractor, immediately
terminate the Contract. Contractor may not submit a new TXMAS offer packet within 12 months from the
date of the termination notice.
(i) Misrepresentation of goods and services available under Base Contract
If Contractor sells goods or services through TXMAS that are not available on the Base Contract,excluding
permitted incidental goods and services as further defined in this Contract,CPA may immediately terminate
the Contract.
23. FORCE MAJEURE
CPA, any Customer, and Contractor will not be responsible for delays in performance under the Contract
should it be prevented from performance by an act of war, order of legal authority, act of God, or other
unavoidable cause not attributable to the fault or negligence of CPA, Customer,or Contractor. In the event of an
occurrence under this Section, the CPA, Customer, or Contractor (Parties) will be excused from any further
performance or observance of the requirements so affected for as long as such circumstances prevail and the
Party continues to use commercially reasonable efforts to recommence performance or observance whenever
and to whatever extent possible without delay. The Party will immediately notify the other Party(ies) by
telephone (to be confirmed in writing within five calendar days of the inception of such occurrence) and
describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance.
24. VENDOR PERFORMANCE
(a) CPA may use vendor performance to analyze whether a vendor is eligible for a TXMAS contract. CPA
may conduct reference checks with other entities regarding past performance both prior to awarding a
contract to Contractor and during the entire term of a TXMAS contract.
(b) CPA may consider the following conditions when awarding a TXMAS contract or when considering
continued contract existence:
(i) A score of less than a C or Legacy Unsatisfactory in the Vendor Performance Tracking System
(VPTS);
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Exhibit "A"
(ii) Whether the vendor or Contractor is under a Corrective Action Plan with CPA or another state
agency;
(iii)Having repeated negative vendor performance reports;
(iv)Having a record of repeated non-responsiveness to vendor performance issues; and
(v) Having purchase orders that have been cancelled in the previous 12 months for non-performance
(such as late delivery or not meeting specifications).
(c) In addition to evaluating performance through VPTS as authorized by 34 Texas Administrative Code §
20.217, CPA may examine other sources of Contractor performance including notices of termination,
cure notices,assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts.
These sources of Contractor performance may include any governmental entity, whether an agency or
political subdivision of the State of Texas, another state, or the federal government. Further, CPA may
initiate these examinations of Contractor's performance based upon media reports. Any investigations
are at CPA's sole discretion, and any negative findings, as determined by CPA, may result in not
awarding a TXMAS contract or enforcing remedies against Contractor, including contract termination.
Information pertaining to VPTS is located on CPA's website at:
http://www.window.texas.gov/procurement/progZvendor performance/.
(d) Additionally, in accordance with Section 2155.089 of the Texas Government Code, CPA or state
agency Customers will review successful Contractor's performance under a contract resulting from this
solicitation after the Contract is completed or otherwise terminated. These reviews and any resulting
classification grades will be posted on VPTS as noted in Section 2262.055 of the Texas Government
Code.
25.DELIVERIES
All deliveries for orders placed under this Contract shall be F.O.B. Destination.
If delivery delay is foreseen, Contractor shall give written notice to the Customer. Customer has the right to
extend delivery or service date if reasons appear valid. Contractor shall keep Customer advised at all times of
the status of the order. Default in promised delivery (without accepted reasons), service date, or failure to meet
specifications, authorizes the Customer to purchase goods or services elsewhere and charge the full increase, if
any, in cost and handling to Contractor.
26. EQUAL EMPLOYMENT OPPORTUNITY
Contractor shall comply with all federal and state laws regarding equal employment opportunity.
27. DRUG-FREE WORKPLACE ACT
Contractor shall comply with the applicable provisions of the Drug-Free Workplace Act.
28. AMERICANS WITH DISABILITIES ACT
Contractor represents and warrants that it will comply with the requirements of the Americans with Disabilities
Act(ADA).
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Exhibit "A"
29. CIVIL RIGHTS
Contractor represents and warrants that it shall not discriminate against any person on the basis of race, color,
national origin,creed, religion, political belief, sex, sexual orientation, age, and disability in the performance of
this Contract.
30. IMMIGRATION
Contractor represents and warrants that it will comply with the requirements of the Immigration and Nationality
Act(8 U.S.C. § 1101 et seq.)and all subsequent immigration laws and amendments.
31. INDEMNIFICATION
(a) Acts or Omissions
Contractor shall indemnify and hold harmless the State of Texas,CPA,and Customers,AND/OR
THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS,
CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND
EXPENSES arising out of, or resulting from any acts or omissions of Contractor or its agents,
employees, subcontractors, order fulfillers, or suppliers of subcontractors in the execution or
performance of the Contract and any Purchase Orders issued under the Contract. THE
DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE
ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN
ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT
WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE
ATTORNEY GENERAL. CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
(b) Infringements
(i) Contractor shall indemnify and hold harmless the State of Texas, CPA, and Customers,
AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving
infringement of United States patents, copyrights, trade and service marks, and any other
intellectual or intangible property rights in connection with the PERFORMANCES OR
ACTIONS OF CONTRACTOR PURSUANT TO THIS CONTRACT. CONTRACTOR AND
THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH
OTHER OF ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL
COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY
GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY
LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT
FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY
GENERAL.
(ii) Contractor shall have no liability under this section if the alleged infringement is caused in
whole or in part by: (i) use of the product or service for a purpose or in a manner for which
the product or service was not designed, (ii) any modification made to the product without
Contractor's written approval, (iii) any modifications made to the product by Contractor
pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or
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Exhibit "A"
licensed to Customer, or (v) any use of the product or service by Customer that is not in
conformity with the terms of any applicable license agreement.
(iii)If Contractor becomes aware of an actual or potential claim, or Customer provides
Contractor with notice of an actual or potential claim, Contractor may (or in the case of an
injunction against Customer, shall), at Contractor's sole option and expense; (i) procure for
the Customer the right to continue to use the affected portion of the product or service, or(ii)
modify or replace the affected portion of the product or service with functionally equivalent
or superior product or service so that Customer's use is non-infringing.
(c) Taxes/Workers' Compensation/Unemployment Insurance—Including Indemnity
(i) CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE
OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR
THE LIABILITY AND PAYMENT OF CONTRACTOR'S AND CONTRACTOR'S
EMPLOYEES' TAXES OF WHATEVER HIND, ARISING OUT OF THE
PERFORMANCES IN THIS CONTRACT. CONTRACTOR AGREES TO COMPLY WITH
ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS,
INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS'
COMPENSATION. THE STATE OF TEXAS, CPA, AND/OR THE CUSTOMER SHALL
NOT BE LIABLE TO CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR
THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE
AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE
EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER.
(ii) CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE STATE OF
TEXAS, CPA, CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL
LIABILITY,ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS,
ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY,
UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS
PERFORMANCE UNDER THIS CONTRACT. CONTRACTOR SHALL BE LIABLE TO
PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE
SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE
ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THE CUSTOMER
AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH
CLAIM.
32. ADDITIONAL CONTRACTOR CERTIFICATIONS
(a) Gifts to a public servant. Contractor certifies that it 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 Contract or the Base Contract.
(b) Antitrust. Contractor represents and warrants that neither Contractor nor any firm, corporation,
partnership, or institution represented by Contractor, or anyone acting for such firm, corporation or
institution has (1) violated the antitrust laws of the State of Texas under Chapter 15 of the Texas
Business and Commerce Code, or the federal antitrust laws; or (2) communicated directly or indirectly
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Exhibit "A,"
the bid made to any competitor or any other person engaged in such line of business during the
procurement process. Contractor hereby assigns to the State of Texas all of Contractor's rights, title and
interest in and to all claims and causes of action Contractor may have under the antitrust laws of Texas
or the United States for overcharges associated with this Contract.
(c) Deceptive'Trade Practices; Unfair Business Practices. Contractor represents and warrants that it has
not been the subject of allegations of Deceptive Trade Practice violations under Chapter 17 of the Texas
Business and Commerce Code or allegations of any unfair business practice in any administrative
hearing or court suit. Contractor represents and warrants that it has not been found to be liable for such
practices in such proceedings. Contractor certifies that it has no officers who have served as officers of
other entities who have been the subject of allegations of Deceptive Trade Practice violations or
allegations of any unfair business practices in an administrative hearing or court suit, and further
certifies that such officers have not been found to be liable for any such practices in such proceedings.
(d) Suspension and Debarment. Contractor certifies that Contractor and its principals are eligible to
participate in this transaction and have not been subjected to suspension, debarment, or similar
ineligibility determined by any federal, state, or local governmental entity and that Contractor is in
compliance with the State of Texas statutes and rules relating to procurement and that Contractor is not
listed on the federal government's terrorism watch list as described in Executive Order 13224. Entities
ineligible for federal procurement are listed at https://www.sam.gov.
(e) Child Support Obligations. Pursuant to Section 231.0O6(d) of the Texas Family Code, regarding child
support, Contractor certifies that the individuals or business entity named in this Contract are not
ineligible to receive the specified payment and acknowledges that this Contract may be terminated and
payment may be withheld if the certification is inaccurate. Furthermore, any Contractor subject to
Section 231.006 of the Texas Government Code, must provide names and Social Security numbers of
each person with at least 25% ownership of the business entity submitting the application for inclusion
in the TXMAS program. This information must be provided to CPA in writing signed by Contractor's
duly authorized representative prior to execution of this Contract. By submission of this Contract signed
by Contractor without submission of required identity disclosures pursuant to § 231.006(d), Texas
Family Code, constitutes a certification by Contractor that no individual or sole proprietor or partner,
shareholder, or owner has an ownership interest of at least 25% of the business entity identified as
Contractor.
(f) Ineligibility due to preparation of specifications. Pursuant to Section 2155.004(a) of the Texas
Government Code, Contractor certifies that neither it nor any person or entity which will participate
financially in the Contract has received compensation for participation in the preparation of
specifications for this Contract. Under Section 2155.004 of Texas Government Code, Contractor
certifies that the individual or business entity named in this Contract is not ineligible to receive the
specified contract and acknowledges that this Contract may be terminated, payment withheld,or both if
this certification is inaccurate.
(g) Debts and delinquent taxes. CPA is prohibited from issuing any payment to a person or entity that has
been reported as having an indebtedness or delinquency to the state. Contractor acknowledges and
agrees that, to the extent Contractor owes any debt or delinquent taxes to the State of Texas, CPA will
apply any payments or other amounts Contractor is otherwise owed under this Contract or related to
any order resulting from this Contract toward any debt Contractor owes the State of Texas until the debt
or delinquent taxes are paid in full. These provisions are effective at any time Contractor owes any such
debt or delinquency. Contractor shall comply with all applicable laws and regulations regarding
satisfaction of debts or delinquencies to the State of Texas.
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Exhibit "A"
(h) Contracting with executive head of a state agency. In accordance with Texas Government Code
§669.003 (relating to contracting with executive head of a state agency), by signature hereon,
Contractor certifies that it(1) is not the executive head of CPA; (2)was not at any time during the past
four years the executive head of CPA; and (3)does not employ a current or former executive head of a
state agency. Contractor acknowledges that this Contract may be terminated at any time, and payments
withheld, if this information is false.
(i} Buy Texas. To the extent applicable, in accordance with Section 2155.4441 of the Texas Government
Code, Contractor agrees that during the performance of a contract for services it shall purchase products
and materials produced in Texas when they are available at a price and time comparable to products and
materials produced outside this state.
(j) Conflicts of interest.Contractor certifies that it has no actual or potential conflicts of interest with CPA
in entering into this Contract, and that Contractor entering into this Contract will not reasonably create
an appearance of impropriety.
(k) Receipt of appropriated funds not prohibited. Contractor certifies that payment to Contractor and
Contractor's receipt of appropriated or other funds under this Contract are not prohibited by §556.005
or §556.008,Texas Government Code.
(1) Disaster Relief Violation. Sections 2155.006 and 2261.053 of the Texas Government Code prohibit
state agencies from awarding a contract to any person who, in the past five years, has been convicted of
violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane
Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004 of the Texas Government
Code, occurring after September 24, 2005. Under Section 2155.006 of the Texas Government Code,
Contractor certifies that it is not ineligible to receive the specified contract and acknowledges that this
Contract may be terminated and payment withheld if this certification is inaccurate.
(Zn)Fixed prices for term. Contractor hereby certifies that all prices under the Base Contract are current
prices and that such prices are guaranteed to remain current with any approved Base Contract pricing
changes for the entire term of this Contract. In the event of a decrease in prices offered under the Base
Contract, Contractor agrees to notify CPA within thirty (30) working days of such decrease and offer
such pricing to the State of Texas, CPA, and Customers. If Contractor fails to notify CPA of such
decrease in pricing as specified herein, CPA shall have the right to cancel this Contract and Contractor
shall issue a refund for items procured under this Contract. Such refund shall be equal to the difference
between the prices offered under the Base Contract submitted as a basis for this Contract and the lower
price.
(n) Competitively awarded contract. Contractor hereby certifies that the Base Contract was previously
awarded using a competitive process by the federal government or another governmental entity in
accordance with Section 2155.502 of the Texas Government Code and all other applicable laws, rules,
and regulations.
(o) Franchise tax requirements. Contractor certifies that it is exempt or not delinquent in the payment of
any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. If Contractor is
a qualifying business entity type per CPA guidelines and is not set up in the Texas Franchise Tax
system, Contractor must do so prior to contracting with the State of Texas.
(p) Certifications apply to Customer purchase orders. Contractor agrees that all affirmations and
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Exhibit "A"
certifications in this Contract apply to and are for the benefit of Customers. Furthermore, Contractor
agrees that by accepting an order under this Contract, Contractor certifies to the Customer that the all
affirmations and certifications are true and correct.
If any Contractor certification in this Contract or the Base Contract is untrue, CPA shall have the right
to cancel this Contract in its entirety.
(q) In accordance with Section 2270.002 of the Texas Government Code, by signature hereon,Contractor
certifies that it does not boycott Israel and will not boycott Israel during the term of this Contract.
33. NO DEBT AGAINST THE STATE
This Contract shall not be construed as creating any debt by or on behalf of the State of Texas.
34. COMPLIANCE WITH APPLICABLE LAWS AND OTHER REQUIREMENTS
Contractor must comply with all laws, regulations, requirements, and guidelines applicable to a Contractor
providing goods and services to the State of Texas as these laws, regulations, requirements, and guidelines
currently exist and as they are amended throughout the term of this Contract.
35. COOPERATION
Contractor must ensure that it cooperates with CPA and other local, state, or federal administrative agencies, at
no charge to the State of Texas,CPA, or Customers for purposes relating to the administration of this Contract.
Contractor agrees to reasonably cooperate with and work with CPA's contractors, subcontractors, and third
party representatives as requested by CPA.
36. ASSIGNMENT AND OTHER ORGANIZATIONAL CHANGES
Contractor shall not assign its rights under this Contract or delegate the performance of its duties under this
Contract without prior written approval from CPA.
Contractor must provide CPA with written notification of all name changes and organizational changes relating
to Contractor no later than ten (10) business days of such change. Contractor, in its notice, shall describe the
circumstances of the name change or organizational change, state its new name (if applicable), provide the new
Tax Identification Number (if applicable), and describe how the change will impact its ability to perform this
Contract. If the change entails personnel changes for personnel performing the responsibilities of this Contract
for Contractor, Contractor shall identify the new personnel. CPA may request other information about the
change and its impact on this Contract and Contractor shall supply the requested information within five (5)
working days of receipt of CPA's request. All written notifications of organizational change must include a
detailed statement specifying the change and supporting documentation evidencing continued right of
Contractor,to maintain its status as a party to this Contract.
CPA may terminate this Contract due to any change to Contractor that materially alters Contractor's ability to
perform under this Contract. The CPA has the sole discretion to detenmine if termination is appropriate. CPA
may also, in its sole discretion, terminate this Contract for failure to provide notice or documentation or obtain
approval as required in this Contract.
37. PUBLICITY
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Exhibit "A"
News releases pertaining to this Contract and advertisements, publications, declarations and any other
pronouncements by Contractor using any means or media mentioning the State of Texas or CPA or a Customer
must be approved in writing by the State of Texas, CPA, or the Customer, as applicable, prior to public
dissemination. Contractor may not send out unsolicited electronic mail or facsimile transmissions to CPA or
Customers without prior written approval of CPA, regardless of whether the proposed communication
specifically references this Contract.
38. NOTICES
Each party must send any written notices required under this Contract to the party at the respective address
indicated below:
(a) The address for Contractor will be the address specified on Page I of this Contract.
(b) The address for CPA will be as follows:
by Overnight Express Mail:
Texas Comptroller of Public Accounts
Statewide Procurement Division
Attn:TXMAS Program
1711 San Jacinto Blvd.
Room 174-A(CPA mailroom,N.E. Back Door)
Austin,TX 78701
for U.S. mail:
Texas Comptroller of Public Accounts
Statewide Procurement Division
Attn: TXMAS Program
P.O. Box 13186
Austin,TX 78711-3186
Notices will be by U.S. Mail, addressed to the appropriate foregoing address. Contractor and CPA agree that
either party may change the designated notice address in this Paragraph by written notification to the other
party.
39. DISPUTE RESOLUTION
Disputes under this Contract and, by virtue of this Contract, the Base Contract, are subject to Chapter 2260 of
the Texas Government Code (Chapter 2260) as set forth below. Set forth below are terms and conditions for
dispute resolution relating to claims involving Contractor and CPA. Except as otherwise provided by law or
applicable rules, the same terms and conditions in this section shall apply to claims involving Contractor and
any other Customer subject to Chapter 2260, substituting such other Customer for "CPA" when referenced
below in this section.
The dispute resolution process provided for in Chapter 2260 and applicable CPA rules shall be used by CPA
and Contractor to resolve any dispute arising under this Contract.The dispute resolution process provided for in
Chapter 2260 shall be used, as further described herein, to attempt to resolve any claim for breach of contract
asserted by Contractor under this Contract. If Contractor's claim for breach of Contract cannot be resolved by
the Parties in the ordinary course of business, it shall be submitted to the negotiation process provided in
Chapter 2260. To initiate the process, Contractor shall submit written notice, as required by Chapter 2260, to
Revision;7112/2017 Contract No TXMAS-I B-OOCORP07 Base Contract No-TOOT 60(000000000000000000000007223
Page 19 of 22
Exhibit "A"
the Deputy Comptroller or his or her designee. The notice shall also be given to the individual identified in this
Contract for receipt of notices. Compliance by Contractor with Chapter 2260 is a condition precedent to the
filing of a contested case proceeding under Chapter 2260.
The contested case process provided in Chapter 2260 is Contractor's sole and exclusive process for seeking a
remedy for an alleged breach of Contract by the CPA if the Parties are unable to resolve their disputes as
described above.
Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking
consent to sue from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the
execution of this Contract by the CPA nor any other conduct of any representative of the CPA relating to this
Contract shall be considered a waiver of sovereign immunity to suit.
For all other specific breach of contract claims or disputes under this Contract, the CPA and Contractor shall
first attempt to resolve them through direct discussions in a spirit of mutual cooperation. If the Parties' attempts
to resolve their disagreements through negotiations fail, the dispute will be mediated by a mutually acceptable
third party to be chosen by the CPA and Contractor within fifteen(15) days after written notice by one of them
demanding mediation under this Section. Contractor shall pay all costs of the mediation unless the CPA, in its
sole good faith discretion,approves its payment of all or part of such costs. By mutual agreement,the CPA and
Contractor may use a non-binding form of dispute resolution other than mediation.The purpose of this Section
is to reasonably ensure that the CPA and Contractor shall, in good faith, utilize mediation or another non-
binding dispute resolution process before pursuing litigation. The CPA's participation in, or the results of, any
mediation or other non-binding dispute resolution process under this Section or the provisions of this Section
shall not be construed as a waiver by the CPA of(1) any rights, privileges, defenses, remedies or immunities
available to the CPA as an agency of the State of Texas or otherwise available to the CPA; (2) the CPA's
termination rights;or(3)other termination provisions or expiration dates of this Contract.
Notwithstanding any other provision to the contrary, unless otherwise requested or approved in writing by the
CPA, Contractor shall continue performance and shall not be excused from performance during the period any
breach of contract claim or dispute is pending under either of the above processes; however, Contractor may
suspend perfonnance during the pendency of such claim or dispute if Contractor has complied with all
provisions of Section 2251.051 of the Texas Government Code, and such suspension of performance is
expressly applicable and authorized under that law.
40. AMENDMENT
(a) This Contract may be amended only upon written agreement between CPA and Contractor, but in no
case shall this Contract be amended so as to make it conflict with the laws of the State of Texas.
(b) Customers (other than CPA as set forth in this Contract) shall not have the authority to modify the
terms of this Contract; however, additional Customer terms and conditions that do not conflict with this
Contract and are acceptable to Contractor may be added in a Purchase Order and given effect.No term
or condition added in a Purchase Order issued by a Customer can weaken a term or condition of this
Contract, regardless of whether such term or condition is acceptable to Contractor. In the event of a
conflict between a Customer's Purchase Order and this Contract,this Contract shall control.
(c) Comptroller reserves the right, in its sole discretion, to unilaterally amend this Contract throughout its
term to incorporate any modifications necessary for compliance with all applicable state and federal
laws, regulations, requirements,and guidelines.
Revision 7 12!2017 Contract No.TXMAS-I 8-OOCORP07 Base Contract No. TOOT 601000000000000000000000007223
Page 20 of 22
Exhibit "A"
(d) Contractor agrees to comply with the TXMAS standard terms and conditions as the terms may be
amended in the future and as are published on the TXMAS website. Any sales under the Contract are
made according to the standard terns and conditions for TXMAS at the time of the sale.
41. NO WAIVER
No provision of this Contract or the Base Contract is in any way intended to constitute a waiver by the CPA or
the State of Texas or any Customer of any immunities from suit or from liability of the CPA or the State of
Texas or any Customer.
Nothing in this Contract or the Base Contract shall be construed as a waiver of the sovereign immunity of the
State of Texas, CPA, or Customers.Neither this Contract nor the Base Contract shall constitute or be construed
as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas,
CPA, or Customers. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses,
remedies, or immunities available to the State of Texas, CPA, or Customers under this Contract or the Base
Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or
immunities or be considered as a basis for estoppel. CPA does not waive any privileges, rights, defenses, or
immunities available to CPA by entering into this Contract or by its conduct prior to or subsequent to entering
into this Contract.
42. HEADINGS
The headings used in this Contract are for convenience only and will not be used in interpreting this Contract.
43. ORDER OF PRIORITY
If there is any inconsistency or conflict between this document and the Base Contract or any provision of any
document incorporated by reference,this document will prevail.
44. ENTIRE AGREEMENT
This Contract consists of the Base Contract (see Paragraph entitled "BASE CONTRACT AND
ADMINISTRATIVE FEE"), this Contract, any amendments approved by CPA and, if applicable, Contractor's
dealer Letter(s) of Authorization and dealer Letter(s)of Acceptance, and any price lists or catalogs specifically
mentioned elsewhere in this Contract. The foregoing constitutes the entire agreement between the parties, and
any changes or modifications to this Contract must be in writing and signed by CPA.
45. GOVERNING LAW,VENUE
This Contract in all respects shall be governed by and construed in accordance with the laws of the State of
Texas, except for its provisions regarding conflicts of laws. Contractor agrees that the exclusive venue and
jurisdiction of any legal action or suit concerning the CPA under this Contract is, and that any such legal action
or suit shall be brought, in a court of competent jurisdiction in Travis County,Texas.
46. SEVERABILITY
In the event that any term, provision, covenant, or condition of this Contract is later determined to be invalid,
void, or unenforceable, then the remaining terms, provisions, covenants, and conditions of this Contract shall
remain in full force and effect,and shall in no way be affected, impaired,or invalidated.
Revision-7112/2017 Contract No TXMAS-1$-OOCORP07 Base Contract No.:TOOT 601000000000000000000000007223
Page 21 of 22
Exhibit "A."
SIGNATORIES
The undersigned signatories represent and warrant that they have full authority to enter into this Contract on
behalf of the respective counterparts. This Contract may be executed in one or more counterparts, each of
which is an original,and all of which constitute only one agreement between the parties.
Texas Comptroller of Public Accounts Contractor
By: By:
eissi ,Deputy Comptroller Name: Karen Andrews
Title: President
Date: • to (a Date: February 2,2018
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Page 22 of 22
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
2018-400079
Intercon Environmental, Inc.
Mansfield, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/05/2018
being filed.
City of Round Rock Date Acknowledged:
3 Provide the Identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Oakmont Center
Demolition and Disposal of Improvements on Right-of-Way and Abatement and Removal of Asbestos
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Andrews, Karen Mansfield,TX United States X
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is_ _Karen Andrews and my date of birth is 10/04/1969
My address is 500 Beeman Drive Arlington _ , Texas, 76002 , USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Tarrant County, State of Texas ,on the 51h day of September,2018
(month) (year)
Signature of authorized agent of contracting business entity
Karen Andrews (Deriarant) President
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-400079
Intercon Environmental, Inc.
Mansfield, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/05/2018
being filed.
City of Round Rock Date Acknowledged:
09/05/2018
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Oakmont Center
Demolition and Disposal of Improvements on Right-of-Way and Abatement and Removal of Asbestos
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Andrews, Karen Mansfield,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is
and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711