CM-2014-476 - 8/1/2014City of Round Rock
�RDM�D R�OIX.TIXAS
Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement for Landscaping services at the Round
Rock Sports Center with TruGreen Landcare.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 8/1/2014
Dept Director: Chad McDowell, General Services Director
Cost: $47,100.00
Indexes: Hotel Occupancy Tax Fund
Attachments: LAF, Agreement
Department: General Services Department
Text of Legislative File CM -2014-476
This agreement includes 42 visits, 12 irrigation checks and 4 turf fertilization for landscaping
services for the Round Rock Sports Center. This service provider has an approved contract
with TXMAS.
Staff Recommends Approval
Cost: $47,100.00 for 30 months ($1,570.00 per month)
City of Round Rack Page 1 Printed on 713112014
LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION
Required for Submission of ALL City Council and City Manager Items
Commercial Land Care Management Agreement
Department Name: General Services Project Name: for the Sports Center
Project Mgr/Resource: Brian Stillman Contractor/Vendor: TruGreen Landcare
Council Action:
ORDINANCE Q RESOLUTION
Agenda Wording
City Manager Approval
CMA Wording
Consider executing an Agreement for Commercial Land Care Management at the Round Rock Sports Center with TruGreen _
Landcare.
Attorney Approval
EC Attorney
Date
O:\wdox\SCClnts\0118\1401\MISC\00305679.XLS Updated 6/3/08
CITY OF ROUND ROCK AGREEMENT FOR
COMMERCIAL LAND CARE MANAGEMENT SERVICES
FOR THE ROUND ROCK SPORTS CENTER WITH
TRUGREEN LANDCARE
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS AGREEMENT for land care management services, and for related goods
and services, (referred to herein as the "Agreement"), is made and entered into on this the
day of the month of July, 2014 by and between the CITY OF ROUND ROCK, a Texas home -
rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-
5299 (referred to herein as "City"), and TRUGREEN LANDCARE, whose offices are located at
2100 Polaris, Austin, Texas 78757 (referred to herein as "Services Provider").
RECITALS:
WHEREAS, City desires to purchase goods and services related to land care management
services for the Round Rock Sports Center; and
WHEREAS, City utilizes the Texas Multiple Award Schedule (TXMAS) contracts; and
WHEREAS, Services Provider has an approved contract with TXMAS; 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, the 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 Provider is obligated to sell
same. The Agreement includes the following: (a) Service Provider's Proposal ("Proposal")
(Exhibit "A"); (b) TXMAS Contract GS -06F -0076M between the State of Texas and TruGreen
LandCare dated June 12, 2014 ("TXMAS Contract") (Exhibit `B"); and (c) any exhibits,
addenda, and/or amendments thereto.
00279290/ss
CM -2014-476
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, shrikes, 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, ALLOWABLE RENEWALS, PRICES FIRM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. The term of this Agreement shall be for thirty (30) months from the effective date
hereof.
C. Prices shall be firm for the duration of this Agreement. No separate line item
charges shall be permitted for invoicing purposes, including but not limited to equipment rental,
demurrage, costs associated with obtaining permits, or any other extraneous charges.
D. 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 described in the Proposal (Exhibit
"B"). Exhibit "A" and Exhibit "B," 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 ITEMS AWARDED; AND SCOPE OF WORK
Items Awarded. All items set forth in the Proposal (Exhibit "A") are awarded to Services
Provider.
Scope of Work: Services Provider shall satisfactorily provide all services described under this
Agreement and the attached exhibits within the contract term specified in Section 2.01. Services
Provider's undertakings shall be limited to performing services for City and/or advising City
concerning those matters on which Services Provider has been specifically engaged, set forth in
the Proposal (Exhibit "A"). Services Provider shall perform its services in accordance with this
Agreement, in accordance with the appended exhibits, in accordance with due care, and in
accordance with prevailing industry standards for comparable services.
5.01 COSTS
City agrees to pay Services Provider for services rendered, One Thousand Five Hundred
Seventy Dollars ($1,570.00) per month for an amount not to exceed Forty -Seven Thousand
One Hundred Dollars ($47,100.00) for the term of thirty (30) months.
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
D. 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 service
provider(s) and the City. Such agreement shall be conclusively inferred for the service 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.
3
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
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 2251, V.T.C.A., Texas Govemment 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,
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 Services 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.
4
11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
12.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products from another supplier or suppliers.
13.01 INSURANCE
Services Provider shall meet all insurance requirements as stated in the attached IFB,
including all attachments and exhibits thereto, and Services Provider's bid response.
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Brian Stillman
Operations Coordinator
General Services Department
City of Round Rock
212 Commerce Blvd
Round Rock, Texas 78664
512-218-6607
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 parry may
treat such failure as an anticipatory repudiation of this Agreement.
16.01 DEFAULT
If Services Provider 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;
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, demands, damages, costs, expenses, attorney's fees, and any
6
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
Services Provider, or Services 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.
19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
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.
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 parry.
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.
Notice to Services Provider:
TraGreen UndCare
2100 Polaris
Austin, Texas 78757
7
Notice to City:
City Manager Stephan 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
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 perform 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 terms of this Agreement. Where damage is caused to City due to Services
Provider's failure to perform 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 performing 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 appear on the following page.]
2
IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Round Rock, Texas
v/���J�I �LLCLI
RMNIMM, S_-'
Attest: � f
By: �1 LY���S
Sara L. White, City Clerk
For City AP
Form:
By:
Stephan L. ts, City Attorney
e�,
10
TruGreen Lan Care
By:
Printed Name: !J
Title: 'Im.,, ► 1��a es
Date Signed:Tr,
2014 Landscape Maintenance
\\/iter Alanagagement
Arbor Care
Commercial Enhancement Solutions
LandCare Management
www.landcare.com
IcHsta Jimenez I Business Development
EXHIBIT "A"
TRUGREEN LandCare--
Monday, June 23, 2014
Brian Stillman
Operations Coordinator
Round Rock Sports Center
2400Chisholm Trail
Round Rock, T% 78681
Dear Brian
Partnering with you
TruGreen L mdCare
I{rista Jimenez
Ph: 853-518-5176
rax: 512-452-2378
Austin Branch Office
2100 Polaris Avenue
Austin, T%78757
Nmin. tnndeare. rain
Thank you for the opportunity to submit this proposal for LandCare Management Services for Round Rock
Sports Centex.
The possibility of partnering with you is exciting! We have listened carefully to your needs and have reviewed
your site to be sute that our proposal responds specifically to your expectations. Also included are some
observations and preliminary improvement suggestions that we hope you will find compelling.
Below are a few items that we understand are essential to you regarding working with your landscape service
provider.
➢ Maintain curb appeal through a high level of detail
➢ Provide proactive communication and suggestions
➢ Provide proper irrigation management
) Provide fresh designs in areas that need to be upgraded
➢ Provide tree care proposals through our certified arborists
Review property for safety and liability concerns
We would appreciate the opportunity to discuss this with you in person to understand any questions or
comments you may have in order to earn your business. Thank you again for your consideration]
Sincerely,
Krista Jimenez
Krista Jimenez
Business Development Manager
TruGreen LandCare
EXHIBIT "A"
Turf Mowing and Edging
✓ Includes regular shrub pruning, shearing or hand
pruning where best utilized
S+6AQxr aPplicadons for:tutf,,ind sliiub'atcas as
.needed, foxhealth and appearance
✓` Weed control may involve a combination of
chemical and manual means
Clearance pruning of trees up to 12' for vehicle: and
pedestrian clearance.
✓ Irrigation adjustments, adjustment of controllers,
turning off during periods of rain.
:Monitor all planting areas for pests, rodents and
disease and propose corrective actions
✓ .Dispose andtecpdeall debris offsite
Landscape installation utilizing our TruPlan. design,
staff.
✓ CettiliedArborists_oversceing:ottAtbor.Cate
programs
✓ Minor landscape.pest conixol.applicadons
Client feelbackrepatingtogls
Consultative enhancement:design.using digital
.renderings
✓ Account,mana'ger available h srnartplione'aad'
email
Quality Auclits using nor qua*gontrol staff
outside.of normal dery
✓ Local bYingh support�vtth29 bout 1?sYlexgency
response:
Customized Business -Plan to map out short and:
long-term landscape -goals for your property, which.
w8-all,"TruPlan='.
EXHIBIT "A"
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Trees are an extremely valuable asset to your landscape, providing climate
control, air quality improvements, ecosystem value, and aesthetic benefits. Long-
lived mature specimens are often impossible to replace. Rely on our network of
Certified Atborists and professionally trained tree care specialists for a well-
managed maintenance program designed to keep trees healthy, strong, and
beautiful.
Throughout the year, we will provide clearance pruning for vehicles and
pedestrians and other valuable tree care services. At your request, we can
develop a more involved program based on your arbor care needs. Single or
multi -peat pinning programs can be developed that address both your tree care
and budget needs. A variety of additional services are available include planting,
root pruning, special fertilization, insect & disease control, appraisals, LERD
credit strategies, and supplemental watering. Other services related to capital
improvements include pre -construction preparations and tree protection. Our
plan is to provide you with a comprehensive, easy to follow program based on
expert assessment that will protect your trees and investment for years to come.
Assure trees are keep
trimmed for hearth and
safety purposes
Monitor trees ries as wind
and growth require..,
adjustment as the trees
age
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a�r,^Kg'5��''3z'
-TtuPlan is the master planning tool we use to
coordinate our services with you.
Using aerial photos and other maps specific to your site, your'riuPlan. allows us
to communicate with you graphically about every area of service we provide:
TruPlan also: setves as a base for;planning, budgeting; and design. Wifl out
design team's assistance, your TruPlan is. an effectivemechanism.for saving you
time, securing satisfaction, and getting the highest return on dmelandscapedollars
you spend,.
Anyservice area, goal, or business objective can be planned ard, inaoaged
through the TruPlan system. Typical TruPlan service areas ipclude.,Latidscape.
M',U;nienance; RTater lvlanagement, Arbor Care, and)Eribancement Solutions like,
seasonal color and mulch. In addition, we can provide budgeting and. planning;
services as well.
Simple onplan mark-ups by you or out staff communicate information;specific
' to your site And needs-anytitime;-apywbere• Maps can -be scot d gitally-to and ,6ru
the: field easily with our smart plmones, digital tablets;; and laptops. This
accurately locates and depicts any service -need or.issue, ensuring a piccjsc.
response by our managers and crews.
ThiPlarraudits by our designers have saved our. clients thousands by identifying
waste and neglected opportunities, Manage your budgetwith shortandTong=
term strategies; control costs, and free up -funds for upgrades and-specia4projects:
through innovative ideas our design team can recommend.
Startup Plan — First 60 days
✓ Pre -start meeting with you for
staffimtroductions, site tout and
administrative set ups
✓ Safety issues impacting our service
operations are identified with
solutions proposed
Identification of other punch list.
items
Submit a work schedule outline,
with a site map
✓ Irrigation system evaluation.and
recommendations (tf present)
✓ Annualcolor, designs:androiations
ate.proposed
✓ Review agronomy and
horticulture program histoiy,-and
propose recommendations
✓ Review enhancement needs• Arid
develop.a proposal phasing:plan
✓ Begin: budget plan for dqs year's
work,and nemttifapplicable
EXHIBIT "A"
Turf.
Mowing t
Edging
Line Trimming Soft: Edges
Turf Fertilization
Shrubs and planter Beds
Shrub Prttniag 2
Groundcovcr Trimming
Hand Pull /. Spot Spray Weeds
Monitor.& Clean Concrete-Sivaics,
Litter. policing / Genual Clean up -
Backpack Blowing Walkways
Post Emergent Herbicide 3
Minor.Insect and.Disease Control
Minor Irrigation Adjustments
Schedule.& Manage Controllers
Tice Slditing for: Clearance 3
Pnming.Trees less than 12' 3
Trimming Trees over 12'
Tree Rings -Redefine
Emergencies Services (,laded)
Ha4ling•4 Green Waste Dumping,
Annual Color Planting
Mulching Planters Beds
Brush: Clearance
Turf Aeration- (v&uRd)rarly)
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Staudard$eryices: Typical services will vary depending on brancli location, geography; regiogpnti/otwpitiier conditltinS
1 Turf will beinmved- onetime -per week during arrive.gcowing:periods,and'as.oftenas required dudirg:slow paiods of
grrnvdt to maintain a neat and-matuemeil appaimnee, wcatlt`er I,7e'rmittaig;
2 As'Regnimd for Comcct Qmwth and Development
3 As "Necdcd:Unless Otherwise Notal
EXHIBIT "A"
I
Each of our associates, seasoned employees and newhires.alike, undergo
rigorous operations training. Our Operations Improvement Group has
developed a series of Standard Operation Procedures fon the services. we.
provide. All associates must successfully complete this training prior to
providing services at our client's properties. These training programs are
refreshed annually. Tbis.permits us to ensure qualiq, and drive effic ehq
allowing' us to maximize the value of dollars spent on>landscapcservkcs by our.
clients.
TtuGrc en LandCare has bilingdal supervisors, managcrs:aad supportstaff'
that ate able to assist our associates at any time. Out ttntnirigmatertals and
communications can be found in both languages. We also. provide a. helpline for
payroll, benefits, and associate concerns that is staffed with bilingual.
representatives that can assist with employee concerns. We provide bilingual
communication services to all of our customers. Our written. commonicauoris:
=ite:available,•to our employees in both Spanish and Eriglish.
As orte:of the largest landscape maintenance providers in the industry, TruGrcen
tairdCa e has the equipment and purchasing resources to meet. your
demands. We constantly evaluating and modifying put equipment td hest
serve our clientele and the demands of each site we service. In-housemechanics,.
outsourced equipment vendors and the pooled resources ofa nationwide
company keep our equipment fleet operating and at -your disposal.
Outside of branch sen ice LQA's, separate regional Heldauditors and.
regional designers, review, accounts for quality, service performanec,.
enhancement and cost savings opportunities. Findings and reeontmeridationsaic
communicated to branch managers and brought to the clientfor service
satisfaction, improvements and upgrades.
At ibe discretion of the client, Landscape Quality Andits. (I QAs);ace
..
conducted during walk-throughs witli our clients or by our accountaad brand
managers. LQA's specifically evaluate attributes oflandscapeservices provided
such as turf condition, ornamental bed maintenance; flower program,,icrigation
system ;and general site conditions. These are then returned to out -office staff"
who enter each into our system with tasks assigned to ensure that out staff meets
service quality needs and standards.
EXHIBIT "A"
;?t
Managing conunercial landscape services is appointed to a Nvide range of
business professionals in various roles. Documentationjocus, and prior ida
vary based on the client's role and their charged objectives.
Our experience in ncccdng the needs of certain positions has led us to, adopt
customized. practices based on your -particular responsibilities. These are bighlp
detailed and.custornized to fit the focus and needs of certain positions,
developed:through our direct consultation.
✓ Property Managcr
✓ Board Member
Facility Manager
Hotel/Hospitality General Manager
✓ Purchasing Agent
✓ ContractAdministrator
Through th]s approach, we'have saved our clients. dine and: money, and have,
unproved -their landscape service experience -with great results- 1\Ve furfbatnutge
this;approach Nvith the unique landscape needs of your particular industry, iur
conturctobligations, and out local expertise, to deliver quality' ice that
-benefits everyone involved.
Our commercial landscape services are further customized to the unique,i4cd s
ofyour business, institution, or community. We recognize that.there are.
differences between your site operational and property managemegt needs and
those of other industries and businesses.
✓ Corporate Campuses & Office Buildings
✓ Computer Soft`vare and Communications
✓ Hotels.and Hospitality%
✓ Health. Carc,Hospitals, and Assisted Senior Cate Laving
✓ Institutional Campuses and Education
✓ Master Planned Communities,.Residential"Cammunides
Multi -family Communities
✓ Municipalities; Government and Military
Research and Laboratory
✓ Shopping Centers,. Restaurants, Banks
✓ Sports Training Centers and.Ballparks
EXHIBIT "A"
Lamd:tCare Management
Past Performance and Experience
Tru Green LamdCate maintains the landscape for.over 140.properdes in'the Austin area. Somc of out high
end, accounts include: Batton North & South Creels Homeowners; Association, -Governor's t-Iill, L,'ClAI
IBM and -Chase Banks.
Local Professional Management References
°:• Golf Club at Star Ranch
❖ Oaks at Tech Ridge
••• RealManagcment
❖ The Mansion Communities
d' Hyatt Place
Sandalwood Management
Whitelodging.
Southwest Management
LandCare Management.
NOTICE TO PROCEED
PROPOSAL SUBMITTED TO: DATE: jgnc5,;2014
-Brion Stillman JOB NAME: Round Sports Center
11 _gtt-C
Operations Coordinator STREE�,. 2400-Colm Trail, ---- --
CITY.. Round Ro.A. IX
We Propose to furnish the landscape maintenance and other jelkt
dd 6dwice fq-tl f.
$z � -K I le sum 0
All Landscape Management will include:
42 visits, 12 Irrigation checks,,4 turf f4utilizations
*Additional Field Mow $150/per in
ow
Upon acceptance of our proposal, we will forward . foryour review "arid exeddion.,dic.cchtract agreeritent
'(3 pages). Proposal is good. for 90 daysand sqbjec to change thereafter..
You ate hereby authorized to furnish all materials and.labor-required 60 completed se".Lces mentioned=
theabove a&teemcut, for-which-1/we agree kop4y d7e amounttnetitionedm.s ulagreement;and.according
to the terms thereof
Start services as of.
.Round Rock Sports Center
. AC C*TIPTI-11 D By;
Signature of authorized representative
Print or type name
TruGreen LaridCare
Jared' Rice
Branch Manager
(date)
Tide
Datcd_
Date
EXHIBIT "A"
]LandCare Management
TIdIS AGREEMENT is entered into ..2014 by and,between TtuGicen LandCate LLC„located
at2100 Polaris Avenue Austin TX 78757, hereafter referred to as the "Contractor;"'and City of Round kock—•
Round Rock Sports Center hereafter referred tows the Owner crdcsignatcd;Owners Represenfativq.hereinafier
'referred to as "Owner'.
The parties wish to enter into an agreement to defiae the terms and conditions under vohidi•Contractor willprovide
)addscalie.maintenance services to Owner. 'Ibepardes hereby agree as follows: '
-1. Services. The Contractor agrees to perforin the landscape management gerv_ices in the,
"Landscape Management Specifications and Addendum" attached to -:and incorporated into this Agreement, £qr
the property of the Owner. at 2400 Chisholm Trail Round Roe,”e TX hereinafter: teferred to gas tire.
"Property!'
2. Start Date: Tlris Agreement shall commence on icy 1, 2014- and shall.coniinue tlirough Deceruber_31;;2016,.
unless terminated by either party by providing thirty (30) days or more written=notice prior to the -end of the then.
currentterm
_3. Consideration/Payment.
a. In consideration for the Contractors performance described herein, Owner agrees 'm pay
the sum of:'
tandCam ManagementPtogram Cost
Monthly Maintenance, Cost $1,570:00per:monili,
42vi"sits,12ItrigaGo'n GhecksrR.ttirffettilixat ons;
*Additional Field Mow $150/pein-mow
4. Payments. Invoices will be sent orr''or about the 1stday of eacbi month for current-mdath's -services"and.
payment shall be due upon receipt
15. Additional .Services. Services performed and/or inateria)s dehvered, which ate not specifically likuli6ned'..
herein, or changes in rite size- or physical condition of the. Property .will be deftned: `ad l t' al 3efyiccs'.
Additional services will be billed separately and all payments are due upon recelIlt. The Performance of and the
;payrucntfor additional services are subject to aTflic, terms. -,And conditiops;oEtbis_AgreemenC
G. Materials. Snkipliec and Equipment. CumeActor trill fttmish all materials; labor„ supplies;, and 'equipment.
.necessary to perform the services -specified: -
7. Law. 71is Agreement shall be governed by the laws of.the State of Texas' withvenue in the same -county where
Contractor's service location is based.
'.8. Minor Repairs. Contractor is authorized to perform up� to $ worth -of repaits uOt_covered by this
Agreement without prior approval of Owner. (If left blank, it-rs understood that the valuewiIl be zeKo'.)
9. Attorney's Pees.- In the event of suit or action commenced, toenforce the :ternnofthe;Agreement, the
prevailing party shall be entitled to reimbursement of its.reasonible espenses; attomeys' fees and'oosts" clnding
appeals.
10._ Liabili Contractor is an independent contractor .and -'the bwner assumes no iability,,for mlury. ;to'. the
Corttnmctor or the Contractors agents or emp1oyecs,-unI6s such ihji ry rs caase3 by tlie;0ivnct, the-Otvirers
agents,. servants, or emnpioyeees. It. is further understood thatdte Corifraitor rs not'liable f6t.any daiunge;of any
kind whatsoever that is not caused by the Contractor„ its agents, or: emp107ces. and Contractor shall not bi
responsible for any damages other thandirect damages. Thus -exclusion includes, without Iidutadon, incidental,
consequential, special and punitive damages.
11. Insurance. Contractor agrees to carry worker'scompensation, comptehensive public liability; and automobile
insurance in an amount not less than 51000.000 in the aggregte .
EXHIBIT "A"
LandCare Management
TRUGREEN.1andtate-
12. Notification of Deficient Work. If Owner believes Contractor:is providing deficient worlr, Owner
,agrecs to
notify Contractor of deficiencies, in writing, within 10 days of said -occurrence. if written notice is not receivud-by
Contractor within 10 days Owner Imew or should have. known df the ifefici:hcies
Ofter,is deemeS to hav
Nv�ah,cd all claims to recover past payments and/or
zights,to Nvitfi4o'4 present or Artqxcpaymerig 4dej*4qr'tIjis,
Agreeinent. Upon a notification of deficientivoll, Contractoraglccsrw recofy such d6oencies xvjjtbjjj-j4-(jkyA to:
tliecxtentconimuciauyrcqsollable. If the Contractor rorrectkthe defickocies in accordance with the schedule, it,
shall not forfeit any amounts due under this Agreement.
13, —Termination. Itis agreed that either party may -terminate this Agxecanenrin;tlie.cvcnt:6f,bitach oribis
Agreement by giving thirty (30) days written notice of breach and at.lawt fourteen (14} -dqt to cure sacl breftefi.
it is further agreed that Contractor* may immediately. teksc pejf�rm�mo& Wiflibbt t6hmba�idn ried' - if 1 0
lefWes or fails to pay Contractor according to tile term, of this Agitrimcui. .—PC ., NkAq
14. Assignment. Neither party may assign this Agreement without the others written con§enf And -,then only after -
thirty (30) days prior written notice. Should Owner assign this -Agreement to anew Owner,or:eatity, Conlractor;
may -require. 01 approval of the credit worthiressof the new, Ownerand: (H)--wxftmnIzssmnpiioa-by themmv Ow= -
of all terms of this Agreement Contractor may subcontract any portion, idf.thii Agreement. tri aqunliled- third.
Tarty.
15. Agreements Concerning Itinployces of a.p-aLtyj
Agreements During the term of-, j)am-
p
call upon any employee of the other party or persdifs'Wh *0 other'N6i thji�-.fla
0 were CMP oy�ae$�of
Previous twelve months, to employ, hire or otherwise intexf4e with. the einployrneni',rf*tionships; of sugh:
employees, without the prior written approval of the other party; nor will citherparty directiX or.indirectly.'for
itself or on behalf of or in connection with, any other persons,';firm, partnership,.corpontion, assodation:or
facility; solicit, hire, employ or takeaway any such employee from the-otherparty4 Theparties agree that -this
provision is for the protection of their respective legitimate business interests and istiotintended tordstrict
the employment rights ofindividuak.
1); Remedies for BreaIf titlrer party bre dies: the above covegatit ch. cd�patiy.shall have flhicng't
in addition to any other rights set , -forth he 'intoapply -to k.qQpri of competent , pd t ju lis foraninjunction,
to resmain
,the offending part), from employing sticil-emPloy.ec,,ind-for-,tn-oxdrr-to enforce
section so breached, andtha:offending party xbilt'be liableto the offcaded.,partyfor all reasonable attorneys'
fees., costs and expenses incurred by it, to enforce'tha covenant.
15. Complete Agreement. This Agreement constitutes th6:cntire-A9reemcnt of did-phrlics. :Both parties have -read;
this Agreement and fully understand its contents.
TruGtjD
By.. M��==
City of Round Rock—Sports Center.
Bi'
Name: Jared Rice Name:
Title. Branch
Title:
Date: Illi 2014 — Date: 2014- -
Thank you Choosing TtuGreen LandCaiel
EXHIBIT "A"
S U S A N
TEXAS COMPTRC)L;Lkk Of PUBLIC"ACC;dbaTS
C 0 M B S S WVVW.W1NDOW.STATE;7X.U5
Texas Comptroller of Public Accounts
June 12,2014
Jared Rice
TruGreen LandCare LLC
2100 Polaris
Austin, TX 78757
MContract No. TXMAS-14-03FAC0120:
Contract Period 06/12/14 through 09/23/17
Dear Mr. Rice:
Your company has been awarded a contract under lfie:'Teias Multip!& Award S&eMe.
(TkNTAS) program. The period of the contract is -shown, above: and will
U.poiricide with. 41,01 -
contract period of your contract, GS -06F -0076M, with -the General; Services ,Admimgfiafion.
(GSA). As stated in your contract with the State of Texas, Terms md:Coudidohs, yolvare
responsible for notifying the Texas Comptroller of Public Accounts (CPA)withii, d4fry (30)
calendar days of any change in the status of your contract 'with G-SA_or ame'n-d'rhentsitb, the
Federal Schedule Contkact.
All faring and conditions get forth in the dodumenrt . hat, f Offarlo the
. you "signed as 4 parr of
State are made a part of this najAs contract, Please note 'that anypayment due mrider This
contract will -be applied towards any debt, including blit not lirritc . d to delinquent taxes and child.
support that is owed to the State of Texas. Additionally, the dispute- esolutionprocess mrov'ided
for in Chapter 2260 Of the. Texas Government Code mfistb&_'usdd'by the CPA and the
to attempt to resolve all disputes arising under this .co tract,
- n . N.,
As set forth in Section 8 of the Contract Terms and Conditions, a. Monthly sales - -Report •ig
required under this contract. The reporting requirementwillcpMtnonpefor,tb p "
q� enovuqe,2614.
EXHIBIT "B"
TruGreen LandCare LLC
June 12, 2014
Page 2
In order to facilitate catalog access to MAAS contractor catalogs, the CPA -will maintain a web
page exclusive to your TXMAS contract. In addition to user instructions and informational
details relating to the contractor, a universal resource locator (URI.) address is required for the
contractor's catalog. The catalog may be the same as the catalog used for the GSA Advantage e•
procurement program, but it must have a TXMAS identifying cover and a URL, exclusive to the
TXMAS program. It is requested that your catalog web address be established within fourteen
(14) calendar days and provided by e-mail to the TXMAS Program Unit at
txmas@CPA.state.tx.us. If you have any questions regarding this or any of the other
requirements relating to the TXMAS program, please contact Richard San Jose at 512-463-3421.
EXHIBIT "B"
STATE OF TEXAS
TEXAS COMPTROLLER OF PU.13LIC ACCOUNTS
TEXAS MULTIPLE AWApj) SCHEDULE (TXMAS).
THIS CONTRACT is
TEXAS COMPTROLLI
Office Buittling; 1.119. 1.
L BACKGROUND:
by and between the STATE OF
R OF PUBLIC ACCOUNTS ("i
7"Strdet, Austin, Texas 787.74'anc
The Contractor has. entered into a competitively awardedcohbabt with the,
under tbeFederal Govenriment's Supply Schedule Contra.c(Pnogram irdminii
:Services Administration ("GSA"), Thrit'programAl6wa rt.codractiir-and,dje
.advance of actual purchases theterms-and.c'onditions under which- a contraci
I
or services to the Federil.Ooventrn.cilt.,S.tich•aFederal schedule pcnlhracj is I
purchase any goods,or services: it is onlya c riv—,&q
— � 1 .0. - em
way to do sosiioti(d
choose duringibe contiaces term.
through the,
6 LBj State.
The Texas Comptroller of Public Accounts has also: determined that the- Contractees Federal
schedule contract offers goods or services that may be of ibterestto various state'agencies and.
has therefore decided to use the Contractor's Federal .contract ds atasis for a state ',award'
ch
sedule contract with the Contractor. Tbis�state Mu.multiple-
multiple awardschedule! contract (the"Contract') establishes terms and conditions under Which u state: -agency, m . ity acq �
Wre, the
Contractor's goods or services, but it inaur manner obligates any stateagencyto Idaso.,
TERMS & CONDITIONS,
2- COMPOSITION OF CONTRACT,
(a) This Contract consists of the terms of theConti 6es. Fodei 1 Schedule Crontmo
nr
Number (the "Federal. Schedule C
oilittacitir by 11SQ111041114
Contract"), as amended by this Contract (see Paragraph 35 "WTTZ9.AGAEEMENT").
The Contractor's Schedule Contract consisfigof all the'documents and materials
incorporated in that agreement With the Federal Government. Those documenisdriclude,
among possible others, the Federal Governments ' -- -, - I I
s - original solicitation,nthe Contractor's
offer to the Federal Government best I and
final W4 letter, the final award; and the -Cdhtractbesmost current, version of its
AuthorizedSchedulePrice List.
(b) Additionally, ' all representations, clarifications, and certifications submitted by the
Contractor as.a part of that contracting process, ruel,: also ifichided. This. Includes any
laws, regulations, documents,delines
gui I - —1,11..
, arid,other matenrilsincorlibrated by, reference
in the Contractor's Schedule Cocitritet, including all.. Federal Aequis I ition, Re&lation,
(FAR), Defense Federal Acquisition Regulation (DFAR),Federal Triformattoh
Processing standards Publication (FrPS PUB), Federal Standards, t(PED41D)* and
Revizd Nov&Tdbu 1. 2013
EXHIBIT 111311
STATE OF TEXAS
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE (TXMAS).
United States Code (USC) provisions, or any other'apphcablelaw orrule govemmg:the
contract relationship, By way'of example, such would luclude''all.cited FAR.and DYAR
provisions relating to warranties, liabilidesi and; rights in data;: and the GSA's :Price
Reduction Clause, among others.
(c) it is recognized that prices reflected on GSA schedule contracts are most favored
customer prices and are maximum prices. A.Stato Agency:—& Ibcal Gevcmmcnt. may
negotiate a lower price for goods and services listed on a schedule contract:.
(d) CPA operates an online. ordering system: A 1,5% administrative fee is: charged on all
orders, The contractor isauthorized to charge up to 5228% to recover this charge;.The
Contractor shall remit this administrative fee"tc t}ie TeltasOo]ine vendor. oii ainonttily
basis, as invoiced,
3 CERTIFICATION OF ACCURACY:
The Contractor hereby certifies that all copies of the Contractor's Authorized Schedule Price List
that were submitted to the State as part of the :negotiation of this Contract: are true, coirect,
current, and complete. The Contractorfurther represents and warrants -that all fdhire Price,'Lists
submitted to revise this Contract will disc be true, correct, current,•'and=complete copies of-thr
then -current Price List under the Contractor's then-cuuregC decal Contract
4, FEDERAL REPRESENTATIONS:
The Contractor warrants that all certifications and' representations made, to the Federal
Government as a basis for obtaining or as a part of iWOSA:Schedule Contmct:were+and still are
true and accurate.' The Contractor further agrees that such'representationsiare:a basis'.for the State
entering into this Contract and that such representation and certifications'inure to 'the State's:
benefit.
S. FUTURE NOTICE:
The Contractor acknowledges that any continuing±obligation famotify,the Federal Goveminent.of
changes affecting its GSA Schedule Contract 'including by way. of example,onlyo, notices:
required under the. price reduction provisions of -its .Schedule Cvntract;.must be. provided in the
same manner to the State. The State's rights under those notices.wdl be'the-sameas the rights of,
the Federal Government, Additionally, the Contractor egrees to notify t1ie. State wthitahYcty (30).
calendar days of all changes in the status of or amendments to: its Fcdera Sch6&uTe _Contract
6. PARTIES TO THE CONTRACT:
(a) For purposes of this Contract all referer3ces, to "GovetnmeuK" "Federal Goyemmeni,'"
"GSA," or similar terms meaning, the Federal Govetninent in the Centract¢rs Schedule
Corihact:will .moan the "State.1 !Attd'rcferences to;2he "Cotrtraeting'Officed' will mean
Revised Novemb=1.7013
Paget of 17
EXHIBIT "B"
STATE OF TEXAS
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE (TEMAS)
the State representative, or their successor or designee, who signed'this; Contract on
behalf of the State. Additionally, for purposes of this ContracT all rights: and obligations
of the Contractor and the Federal' Govetratri under the Confractor!s .SOIhedtlle
Contract, except to the extent that such Would create an absurdity, _or are otheivise
clearly inappropriate, or would violate state or federal law,.'w'lll be rights ;gird•
obligations between 'the Contractor and the State.
(b) This Contract may be relied on by any "State Agency":as: defined under, §2151.001;
Texas Goverment Code or any "Local Governmet f,' as def qed under §271.01,, Texas.
Local Government Code C'Customers"): Wht trever .a Isocal Govemtnput ;relies upon
this Contract to issue a purchase order, the Local Governmentivill step.into the,sh 6s"
Of the State under this Contract. Any order placed: iy a:Looal.,Governmi rit under this.
Contract will be between the Contractor and thetocal Govemtuent'ne Contractor will
look solely to the Local Government for peObrmhuce,. including but not htnited'W
payment,, and will hold the .State tharraless w with regard to such orders, The Mate;;
however, will have the tight ,to temunale this 'Contract ,acid seek such reniddies :ori
termination as this Contractpi'ovldcs should the_Contractor fail to honor its obi gattons_
under an order from a Local Government:
(c) Nothing in this Contract requires the Conimcior`to''accept an order fratu a. Local
Government where the Contractor reasoriab1y11elieve's that t1ie:Tocal .Gowen .. tisor
will be unable to perform its obligations' inrelatlon ta'Ihatorderi
(d) Contractor or Contractor's employees, =representatives, agents and any subcorifractors.
shall serve as an independenttcontractor'in providing the services •under this Contract,
Contractor or Contractor's ernployees;. representatives, agents anal any subconfraotors
shall not be employees of the State. Should"Contra'dorsubcontract any't%ft resertdces
required in this Contract, Contractor expressly understands ;and aolmnvrledges ihat'in
"
entering into such subcontracgs), the 'State is: in no nanrter "liable -to any
subcontraeior(s) of Contractor. Indio event shall this provision relieve Contractorofithe
responsibility for ensuring that the services -rendered under all subwnkacts. are rendered
incompliancewith this Contract.
7. SPECIFICCHANGrES TO PROVISIONS INCLUDEDINTITE CUNTRACTOW&
SCHEDULE CONTRACT
The State and the Contractor agree ao the following changes to specific- provisions of She
Contractor's Federal Schedule Contract, notwithstanding anything to the contrary contained- in
the Contractor's Federal Contract:
(a) All cquipmentwill benew and all replacement parts will be. Rei#
(b) The ordering and payment addresses under this Contiactwill ha those.bonraiued in the
Contractor's offer letter to the State.
4vikdNDnm6o 1.2013
Page 3 of 17
EXHIBIT "B"
STATE OF TEXAS
TEXAS COMPTR R OFPUBUC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE (TXMAS)
(c) Payments and invoicing Will be in accordance wit , li'tbbtenns:diifciissed-lindct, . F sragralih-
12 "PAYMENT; TRAVEL EXPENSES" and Paragraph 73 'INVOICE
REQUMEMENTS", below.
(d) All shipping of equipment under warranty f6r repalis will be. at 6e Cbmindtin4s%
expense.
(e) All references to hours of the day will be dc6med to be . references ito Contiril.
StandardMaylight Time,
(J) The State will not. purchase goods or services for overseas :delivery; der, the
.
Contractorwith overseas support. _very; orpmvi
(gthis Contract refers to: a USA schedule contract for, donvenitimei ,orders, under this
, qr
Contract are not orders under the GSA* schedule program. Therefore; the federal supply
schedules for blanket purchase agreements,; contractor team arrangementsI we not
app'licable to this contract: ,1jow . ever, , , '.. for A . dM! , it ; it - tirs . tive coriv enip Ii c 4and Ind t . p s - lid
f
total best value procurement requirement, a purchasing 6xitityniny"ifthic quoted price is,
deternfliu:d to be fair and'reasonable, purchase hirlderitk6ems' &� krcibi on the GSA
contract schedule. The purchase of '11n6dental, -off schedule items will'be, treated:as an
open market purchase and' clearly labeled on the., schedule purdiase order as -open
market items.
(h) Those terms and conditions of the Cdattackbrig qffedog,4604ihnitallbri' spc4i4dij . lty`
(i) The Contractor will provide at Universal, Resource Locator- (URL) address: that is
exclusive to the ContractWs t.XM - A§� contract- and catalog Ithe "hot link" must. allow
users access to the Contractor's TXKAS cata'loifrom , 'ft: QWWO-Nim
S. CONTRACTOR MONTHLY SALES REPORT.
(a) The Contractor shall report to the State the monthly dollar value (in U.S. dollars and
rounded to the nearest whole dollar) of.the sales under this Contract.. The dollacval=.of
the sale I shall be the price -paid by -the schedule Wer, for all prOucts and sgrvlbqs, to,
Include incidental (Open Maddet) products aid,.sc�rvjk on; delivery order
ro it. task oi� iiel
issued vursuant.to this Contract. as recorded by the Contractor_
(b)The Contractor shaft report the.monthly dollar value of sales _eleCtronieallysm.the on
line formatprovidedby CPA :(See Paragraph, 8(e), below). If -no-. sales. occur; �thc-
C shall bc:submittedwithin ildn tea _ (10)
ontractor shall report "NO
calendar days following the end of calendarnigntb.
RtviscdWov=bu 1, 2D13
Pegs-4'of 17
EXHIBIT 111311
STATKOFTEXAS
TEXAS COMPTROLLER-OFF(jBjjC ACCOUNTS
TEXAS MULTIPLE' AWARD SCHEDULE (WMS)
(c) The Contractor shall remit to the State of Texas a,sAlesxetiate which will.not cxcbdd:the
GSA Industrial Funding.Fee (IFF).that tisin.d�fectit.tlic-tiinL,.bf'the s'uliinissi . on, no
current sales rebate is 0.73875%. The sales rebate shall be -remitted I on wq'inirterly'liasis,
using the. State of Texas Fiscal Calendar, which starts -on September i and, ends on
August 31,.of each year. The sales rebate will. be for-the.amount of sales under the
Contract for the previous quarter and is-due*45 days a i diiyof
flej�tholaat quarter.
(d) TXMAS Sales Rebates are based on
last day of the quarter in which they are reported. They s' riot based cni T)CMAS
Contractor's invoice dates with their customers:
(e) The Sales Rebate remittance should be.1dentifibri.as and made
payable to .CPA. The remittance address is: Texas Comptroller of Public Accounts;
TPASS,. Attn: AdcountsReceivible; Ra. Box 931$6, Auslin, TX 75711 3186..
The Contractor shall also subiniva final.c[oscoutrepprtwidtin one hundred andiwanty
{120), calendar days after the expi.rafio,h-.or.torifil.i,iition.ofUs. Coniratt t1bb.carAradt
shall expire upon the - physical .c.orpleti n oflast. outstanding
eryib"e
final order under -the Contract. The 'closeout.'riport shall include all..ski -s lidt shown
es - in
the final. or most recent quarterly report and shall reconcile alt errors and:cfedita., If the
Contractor reported all contract sales and reconciled all. errors and credits on the final.
quarterly report, then the Contractor shall report!,zero" sales in the closeout report;
(g) The Monthly Sales Report shall be submitted P];c1tonitallypn1be. at:
http;//portal cue state ix usltxmas/vendoil (seeAttao}tirientA).
(h) If the Contractor failsto silinnit sales rctants,11ilsiffes sales reports,or.fills 16-submif
sales reports in a timely manners the: Staternay. terminate or.canc I el:ihis Contract in:
Etctordance-withParagraph lOiq,M.MMATIO
9. DEALERSIDISTRIBUTORS;
(a) Upon approval of CPA, the Contractor *may desigirlow.Q40 or more.dealers or
distributors to provide services under. this Contract on behalf -of the, Contractor.. To:
designate a:dcaler or distributor. the Contractor must ;provide zaiLetter of.Authorizatim-
The Contractor shall provide a separate Letter .of Authorization for cad] I i d I esignafed,
dealer or distributor.
(b) The Letter of Authorization must be submitted on the official letterhead"
signed by an authorized representative, and -addressed to the aft6ntiofit.of-the Director of
the Texas Procurement and Support, Services Division, at the address. set,,forth- in:
Paragraph 30 (Notices) of this Contract; The Utter: of Authorizillon-must include -a
Letter of Acceptance from the dealer/dI stribuior and a1fruppo#in'gAo;u"tationv By
11.vInd N.,,.h. 1, 2013
Page 5 of,17
EXHIBIT "B"
STATE OFTEXAS
TEXAS COMPTROLLER OIPUBLIC NCCQ,
TEXAS MULTIPLE AWARD SCHEDULE (Tm"s),
submitting a Letter of Authorization, the Contractor icpidefitsi and warrants the
following:
(1) The dealer/distributor has been given a, copy of-Ab[is Contmct,, a du!y=authbfizcd
representative of the doalerldistributor has, agreed in writing to be bound by-th6
terms and conditions of this Contract,, and that such, agreement specifically
provides that it is for thic benefit of the State as
well as the Contractor
(2) The Contractor -agrees 16 retraihAiable,ialder this " _Cbritfact-,& rutifailure of the;
dealer/distributor to perform and-forany-breacli of the-dcalii�rldittribut-oi-iirtderlthl:s'
Contract
(3) Payments under ibis Contract fir the services of any dealer -may -be. madeArectly-
to that dealer, and the Contractor will lop , k . 8 . 916 1 1 yibAny �`tbitdcalcr�for
.due the Contractor once the State has paid the dealer,
.. . .. p4ymiknls
(4) To the extent that there is any liability to the -State arisin&frorwilding-bOness:
with a dealer or distributor that has not signed the: Leffer of.Acceptanc . curequired
Under this section with the Contractor, the Con for. will" fully -_ and`
unconditionally indemnify the State fdrsuch liability,
(5) The Contractor's Letter of'Authorizhiloil shall -re
d ' main effective Luntil, :CPA
receives written notification from llieContractor that --the mitliddz6flort to ii dealer
or distributoris withdrawn
(c) The Letter of Acceptance must be submitted on, the dca1er1,distdbutq?s.:cffjclaj
letterhead, signed by an authorized .representative of he -do# d/utairibAtorand
addressed to the attention of the Contractor. In.-th& Letter of Acc#,tdh6g, tho"aciler or
distributor must represent and warrant that jt:has:bedmgiven.a_coOy:df
agrees to be bound, by the terms and..condiftons of :.'this Confract .and such ai#66lient
specificallyprovides that it is for the bencriv of thc,-Siata>aswell as the.Contract4r.
(1) for a dealer, ,the Letter of Acceptance must zilso, inchi& the, followinp-
information:
i, the dealWs harfic ind aildn
if. the dealer's point of-conlact- name, ifelephofie, number, fa*;jiurnbee, and
email address,
Hi. the dealer's purchase order, invoice;,andpaymetit address(es),
iv. the dealer's Fcderdi. Employer's Id'-enU-;flc'itrn—mu–nilier (FE
J)
V. the dealerys Don and Bradstreet hJ it"v;ifsbi
ds
vi. the dealer's completed W9, and
vii, the dealer's HUB Certificate, if dealer is;A Tcxas�MUB.
(2) For a distributor, the Letter of Acceptance roust also include the following
information:
i. the distributor's name and address,
ii, the distributor's point of contact name, telephone,ritimbpri fax number,
and email address,
Revisal November 1', 2013
Paget of 17
EXHIBIT 111311
STATE OF TEXAS
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS.
TEXAS MULTIPLE AWAkD SCHEDULE (TXALW)
iii. thedistributoespurchaseorder„invoice,andpayM t-address(es),
iv. the distributors Federal Employer's-Identifieidiomnumbe'r($E0.
V. the distributor's Dun and Bradstreet (MS) nurnber,;ifavailable, and
vi. the distributor's HUB Certificate, if distributor is a Texas HUB:.
(d) Prior to CPA's approval of the Contractor's designated dealer or distributor, CPA will
review the Letter of Authorization and the required: documentation for compliance with -
this section and applicable state laws and regulations. If the Letter of Authorization is
incomplete, e.g. does not include the Letter of Acceptance or other require0,
documentation, then CPA reserves the right to: reject the Leiter of. Authorization and
require resubmission by the Contractor of the Letter ofAutl onzatiorr and= all --,required
documentation,
10. POLICY ON' UTILIZATION OF HISTORICAILY -UNDERUTILIZED
BUSBVESSES (RUBS):
(a) In accordance with §§2161.181-2161.182, Texas ;Goveiiunent "Code and 34 Texas
Administrative Code (TAC) §20.11, state agencies shall ,make a good faith cffori. to
utilize Historically Underutilized Businesses (HUBs);;in contracts foi- constmitkiii
services, including professional.:and consulting services and. commodities contracts: The
Texas, Comptroller of Public Accounts (CPA,) :HUH Ruleb, 34 TAC §§20.11-.20.28
encourages the use of HUBs- by implementuigtthgse j%olicies; t-xii eihmaand
gender-neutral.means,
(b) The purpose of the HUB'Ptogram is, to pmmotetill and•equal.b!usiiiess gppartwtities
for all businesses in State confracting. o accordance With the goals.specified.'in the stafe.
of Texas Disparity Study:
(1) 11.2% for heavy construction other thanbuildingcontractsf
(2) 21.1% for all building construction, incldding:general contractors and.operative-
builders' contracts;
(3) 32.71/6 for all special trade construction contracts;
(4) 23.6% for professional servicescontracts;
(5) 24.6% for all other services contracts; and
(6) 21% for commodities contracts,
(c) Each state agency is required 6y law to make a go6d forth effortto;meet of exceed these;
goals and assist HUBs in receiving a.portiorr.of the total contract=value of:rtil ,contracts
that the agency expects to award In a fiscal year..
(d) Contractors are urged to utilize Texas Certified HUBs` as adcalers or :distributors
whenever possible to promote full and equal business 'oppoitunitics and.assist- state
agencies in meeting the goals listed above: Instructions for generating a list;of'Cerfified
Texas HUB Vendors that are registered on the.Texas Centralized l fasier Bidder. List
(CMBL) for the commodities included- in the,. contract schedule are attached (see
R<Vrstd Novcmba 1,2013
Pige7 ofl7
i
I: EXHIBIT "B”
STATE 00 TEXAS
TEXAS COMPTROLLER OF PU13LIC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE (TXKAS)
Attachment B): Contractors are also strongly encouraged 10
within the basic terms of the GSA contract and.con'j4pr coga,
to meet the contractual obligation in Texas. The "N ed
11. LIMITATION OF LIABILITY.
TO THE EXTENT PERMI`17131) BY THE CONSTITUTION AND TM LAWS 017 THE
STATE OF TEXAS, THE PARTIES AGREE THAT ,N NO EVENT WDLL
ESTI ER
BE LIABLE TOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIALDAMAGES,.
INCLUDING BUT. NOT LIMITED TO LOST PROMS 'IPTHR PARTWHAD.
BEEN ADVISED, KNEW, OR SHOULD HAVE.KNOWN POSSIBILITY I OF's I UCH.
DAMAGES. _ =- 1.
126 PAYMENT, TRAVEL EXPENSES:
(a) Payment shill be made in accordance with .Chapier2Z5!i-TeW (39yerpmentCodei
(b) Except as provided for in §2251.021(b), Texas 0oy6jnrM
jjt.�Codq pqrrtcnt by if State:
Agency or Local Government is due .mithin thirty. (30).6alcadair
daysAter the wofo:
(1) the date the State Agency or Local Goverruncrit receives the goods under.. the
contract,
(2) the date the State Agency or -Local Government receives. a proper. invoice (see-
Pdragraph 13 "IMPOICE REQIZI_1?9M_E.;_kT_S'),fb'r the goods qrsprylCes, or
(3) the date the performance of the s,Fezviqe-ufidqr ft4on-tactIs completed.
(c) Except as provided for in §2251:02I(6)j Texas Govempoent Codq,.apaymcnt willbegin
to accrue interest at a rate by the Comptroller pursuant to -the otatute:01Lthp-11 darafter,
the later event described by subsectio ns :(b through; . - . . I
psm APPIPoIg
on the date the State- Agency or Local Gov,&rmi*6( mails (Odfttilark) or clictfordoG
transmits the payment.
(d) Any travel, or per them required by the Contiactor to p0ribillf R6, obligitibris'under this
Contract will. be at the Contractor's .expense; All, travel . and per diem that. the- 8taL--
requests in addition to What this'Contract requires. the. Contractor to -provide ,at :the;
Contractor's expense will be paid in aocordance'wfkgtate Oftexa i A lowarice
as I
Guide, --- -- -
Revis.d Nw=ba 1.2013
Page 8 of 17
EXHIBIT "B"
STATE OFTEXAS.
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE:(T%MAS)
13. INVOICE REQUIREMENTS:
(a) In order to receive payment, the Contractor must submit an original invoie"clo 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 the Contractor as designated Inthls Contract.
(2) The Contractor's Texas Identification Nuiiiber (TIN) as designated' in this
Contract.
(3) The Contractors invoice remittance address as designate& in this Contract.
(4) The purchaseordernumbprauthorizing. the -delivery ofproductsonserviees:
(5) A description of what the Contractor delivered mcludmg; as: applicable; ahe time
period, serial number, unit. price, .quantity and total price of the products: and.
services.lf the invoice is for alease, the:Contractormusttalso include; he payment
number(e.g., 1 of 36).
(b) If an authorized dealer has fulfilled the purchase order, theni the dealer's information
should be supplied in lieu of the Contractor's information..
(c) If an invoice does not meet this section's requirements or. f the:Coniracfor falls to -give.
proper notice of if price increase (see ,Parag>•aphrd5 'NOTIFICAT1ON.OFPRICE
INCREASE"), the State will send the-Contraotorwntten notice with theAmproper
invoice to the address designated for receipt df purchase orders.'! he uodco-will contain
a description of the defect or impropriety and any;addlttonal inf'ormation'the=Cont _aptar,
needs to correct the invoice.
14, AUDIT REQUIREMENTS -
In addition to and without limitation on the. other audirprdvisions ofthitCContract; pursuant:to
§2262,003, Texas Government Code, the state auditor may conduct an audit or mv' estigation'of
the Contractor or any other entity or person receiving funds •from the state directly-underthis
Contract or indirectly through.a subcontract under this Contract The•acceptanee of.funds by the
Contractor or any other entity or person directly, under this Contract :or indirectly through 'a
subcontract under this Contract acts as acceptance ofthe-authority-cftirestate auditor; under.tlie
direction of the legislative audit. committee, to- foondud an; auditor invesdgatioa in* coilnecflon
with those funds. Under the direction of the legislative,audit committee, the.Contractar or other
entity that is the subject of an audit or irivestigadon by theistate auditormust provide the:state
auditor with access to any information the state auditor considers relevant`toahe inyestigatou or:
audit. Tlris Contract may be amended unilaterally by .CPA"to comply with any ruses and
procedures of the state auditor in thel implementation and. enforcement of §2262,003_, Texas
Government Code. The Contractor will ensure that this -clause concemingrthe authority to:audit
funds received indirectly by subeontiractors through the 'Contractor' and the requirement to
cooperaters included in, any subcontract it awards.
Rcv4cd Nom by I, 2013
Paga 9 of 0
EXHIBIT "B"
STATE OF TEXAS'
TEXAS COMPTROLLER OF>PUBL-IC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE (TXVAAS)
15. NOTIFICATION OFPRICE INCREASES:
For price increases authorized under this contract; notification, of such.must begiven'tdithe CPA
and to the purchase order "bill to" address contained m,the applicable purchase erder(s) for:any
orders affected by the increase (e.g,,..oxisting leases, licenses, or annual maintenance programs),
The Contractor must give these notices no latertttan thitt-(30) calendar,ddysbefore-the:effecave
date of the price increase. This notification must specify, when applicable, therproddct serial
number, location, current price, increased price, and applicable purchase order number.
16. NON-APPROPRIAT70N.OFFUNDS.-
All obligations of the State and Customers are subject'to. the availability. of.legislative
appropriations and,, for Customers expending -federal funds; to the availability 9f the federal
funds applicable to. the Contract. TIie:CoutractoracknoiVleilges that t$e;abdttyo�the Statgyand
Customers to mke paymentsunder t4c,Contiact is continntuhecn- avalgtipt4p abity:of
funds. The Contractor finther-acknowledges that-fundsimay not be;specifieally appx`opnated.for
the Contract and the Stare's or Customers'conthmal ability to'make payments under the Contract
is contingent upon the funding levels appropriated for each_particular appropriation puiod::The
CPA and Customers will use all reasonable efforts to ensuie:t$at such funds• ere available. The
Contractor agrees that if firture levels of funding,for the Stat@<or a Cu tdiner aro notsnffits tcient to
continue operations without any operational reduction's, the State of Customer, iii discretion,
may terminate the Contract or a pending order under the'Contract, .dither in whole br in.pai;. In
the event of such termination, the State or Customer .till not be,considered 3obe:iu,dUdult.or
breach under the Contract, nor shall it be liable foranyfiuther-paym_ents::ordinarilyduc=under,.the
Contract, nor shall it be liable for any damages or any other. amounts which are caused' by_=or
associated with such termination. The State and Customer'hall "make best efforts to provide
reasonable written advance notice.to the Contractorof any sUch Contractor Order teimihation.. Ip
the event of such a termination, the Contmctor•shall, pnless otherwise mptaally agreed upon in
writing, cease all work immediately upon the :effective .date of: termination, either oh.:that
particular order if an order is being terminated, or the Contract, :if the° Contract -is being
toiminated. The State or the Customer shall be'liable for payments limited.only to the'portion of
Work the State or the Custorner authorized in.wtiting and,whieh,the Contractor has completed,
delivered to the State or Customer, and which.has been accepled by the State or Customer. All
such work shall have been completed, per the Contract requirements, prior tothe effectiye date
of termination.
17.-PUBLICINFORM ATIONiSEARCFi,ENGliN— 11 1WORASp
(a) Notwithstanding any provisions ofthis:Contract [o the contrary, Contractor understands
that the State will comply with the Texas Tublid Infahantion;Act (Chapter 552, Texas
Government Code) as interpreted by judicial opinions add opinions of. the Attorney
General of the State of Texas. Information, documentation and other material iir
Revlscd November 1, 2011
Pa86.1(1 of 17
EXHIBIT "B"
STATE IQI?TEXAS
TEXAS COMPTROLLEROFPUBLICACCQUNTS
TEXAS MULTIPLE, AWARD SCHEDULE (TXMAS)
connection with this.Contractmay be stibjepttopublic tdisoldsikeiiuisbaiit to tb6'Texas
Public Information Act.
(b) The CPA maintains a TXMAS-only search engine on the TxMks W& site. This
search engine allows State Agencies and participating Local !Governments to search
TXMAS contractor catalogs. The Contractor'may-subrilit to the CPA a list ofJopywor s
that directly relate to the Contractor's 6ataloeiferftsls
ervides. The Contradtoiniay update
this list of keywords at its discretion during -the term ofthis.Confract.
The CPA nt its sole discretion, may review the :key,�vords-,Sabmide-d'bythe Contractor,
If the CPA determines that the keywords . :subXhittcd'do not; directly relinte. to the
Contracto?i catalog items/services, the CPA may terminate -this •Contract m Be bprOgrice
with Paragraph 19, TERMINATION; SURVIVAL.
18. TAX EXEMPTION:
The State is exempt from State Sales tax and Fcdefal-,Exbise -tax. Oiderin'i entities wilt, Am d--sh
Tax Exemption Certificate(s) to the Contractor upon request.
19. TERMINATION; URVrVAL:
The State or the Contractor may cancel this ContractJ4 whole or in parE lvithout cause on thirty
(30) calendar days written notice. The Cbutiact.shall1thri i6ate.upon later to, be"Onf'Of (1)the
expiration of the Contractor's Federal Schedule "Contract or !(2) the physical completion of the
last outstanding task or delivery of the feat -order under the,.Con&ack.Allapplicable _service
agreements that were entered into ,Between the:C ' ontractorand the'ordedag-entitythe terms
and conditions-ofthe Contract shall survive the cancellation ortennihat ion -of the Contract
20. AUTOMATICRENEWAL;
This contract is automatically renewed on the date that GSA exercises tha:rencwal option., All
State of Texas terms and conditions will continue and apply to .all renewal periods unless"
modified byrnumal agreement,
21. DELIVERIES:
Unless -stated otherwise in the Contractor's Federal Schedule' Ccnitractalf, acliVeiia. WW be
F.O.B. Destination.
22. EQUAL EMPLOYMENT OPPORTUNITY:_
The Contractor shall comply with all Federal. and Texfis� laws, regarding equal qMpl(?Ympqt
opportunity.
RoViVA NDVW)b" 1, 2013 Page I , I OM
EXHIBIT "B"
STAT&OFTEXAS
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
TEXAS MULTIPLE AWARD,SCIIEDULE (TXMAS)
23. DRUGFREEWORRPLACE:
The Contractor shall make a good faith, offort`to ensure that none of its employees arc 1nderthd
influence of or possess illegal drugs or alcohol or abuse prescription drugs while they, are on
Statepropetty.
24. AMERICANS WITH DISABILITIES ACT:
The Contractor shall comply with the requirements of the Americans -With Disabilities Act.
25. IMMIGRATION:
The Contractor shall comply with the requirements of. the'ltumigralion Reform an'd Control Act
of 1986 regarding employment verification and retendoti of verification forms for_ any
individuals hired on or after November: 6, 1986, who w.lil; perforru;any labor or Semites. under
this Contact. Contractor is responsible for both federal aud'State unemploymca rnsuracce
coverage and standard Workers Compensation insurance_ covers Contract(ir sj all wmply
will all federal and State tax laws and withholding requirements, The State shall nofbe liable to --
Contactor or its employees for any Unetnployinent or Workers` Compensatibn coverage,. or
federal or State withholding requirements. Contaotor"shall indemnify the State andrshall pay -all,
costs, penalties, or losses resulting from,Contractor's omission; orbreacli of thieSectioii:
26. CONTRACTOR AFFIRIWATION&
(a) The Contractor certifies that it has'not" gfven,.offered to giye,nor intends: to'gtve:'at:any
time hereafter any economic opportunity, ,future 'employment, gl%..Ioan, ,gratuity,.
special discount, trip, favor, or. service to a- public• servant is cotuiection with the
submitted contract.
(b) The Contractor certifies .that, pursuant to 15 U,S,C. Sec. 1, efseq,. and'Tex BuS. &
Comm. Code Sec. 15.01,. el seq., neither the Contactor nor the firm,, cotporaWn,
partnership; or institution represented by the Contractor;'or anyone acting for such a
firm, corporation or institution has violated the antitrust IaWs of this; :state, federal
antitrust laws, nor communicated directly or itiduoctly the bid made to any competitor
or any other person engaged in such line of -business. The Contractor hereby assigns to
the ordering entity any and all claims, for overcharges associated v/id; this Contract
which arise under the antitrust'laWs ofthe United States 15` U S CA. §i, e6seq. (IM)
as amended, and the Texas Free Enterprise Brij Antitrust; Act of 1983; Tex.- Has.
Comm: Code See. 15:01, el seq_(1983).
(c) The Contractor certifies that' the -Contactor -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 the
Contractor is in compliance with the State of Texas. statutes and colas, relating' to
Revised November 1, 2017
Page 12 or 11
EXHIBIT "B"
STATEOFTEXA&
TEXAS COMPTROLLER ORPUHLIC ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDULE (TXMXS)
procurement and that the -Contractor is.not,listeaon the fedftzl, gove fa terrorism
watch list as described in Executive Order 1212,24. Entities ineligible for federal
procurement are listed at bt42s://wmw.sam.p_o
(d) Pursuant to §231.006(d), Texas Fianily Code, regarding child support, the Contractor
certifies that the individuals -or business entity named m -'is-ontralp
1. C 1-ato-ndtlineligible.
to receive the specified payment and ackdowledges1hat this Ci5htraenrray I ho, t - em4iaiod:
and payment may be withheld it the certification: is inaccoraui. Furthermore, any
Contractor subject to §231;006, Texas Government Codei must include fiatries, . and;
Social Security numbers of each person with at ledst,25 . % ;ownersfiip of 'the business
entity submitting the bid. This information must bc:provide.d.poor-tqaward.
(e) Pursuant to §2155.004(a), Texas Government Code, the Cdfttra,rtor.ccr0;es; that neither
it nor any person or entity which will participate AnanciaUjinthe -C6iifii6t'.Bss received
ved
compensation for participation in the preparation of ' .specifications fdr this :Contract.:
Under §2155.004, Texas Goverrun6fit-Codc, the doiitnictor, certifies that -the individual
or,' business entity named. in this Contract is not 16itelijliieFio- iPc8lry ' a �thp specified
contract and acknowledges that this Contrail` may bo_.3dnriin'at6& and/or payment
withheld ifthis.certification is inaccurate.
(0 THE CONTRACTOR SHALL, DEFEND;, M_EM..NTFYi AND , IIOLD
HARMLESS. THE STATE. OF TEX-AS,:ITS !.0FKCERS,
AND CPA, ITS OFFICERS;
8 ANWEMPLOYE, 9 S AND CONTRACTORS, I - FROM
. M
AGAINST ALL
AND CLAIMS,_ ACTIONS;. .. SUITSj. DEMANDS,
PROCEEDINGS, COSTS;, DAM AG . ES, ,AND. D . MULBILITIE4.' INCLUDING
WITHOUT LIMITATION ATTORNEYS' .NESS AND COURT COSTSi
ARISING OUT OF, CONNECTED WITH, OR RESULTINGFROMMY ACTS
OR OMISSIONS OF THE, CON -TRACTOR 011, ARV- XdEfi!T, EMPLOYEE,SUBCONTRACTO
SUBCONTRACTOR, 0 . R, SUPPLIER OF THE 6 IN THE
EXECUTION OR. rERFq OF; THIS CONTRACT., THE,
CONTRACTOR SHALL COORDINATE-, ITS: I)EFENS9 WITH THE TEXAS
ATTORNEY GENERAL AS REQUESTED JW,CM. THIS -SECTION ISNOT
INTENDED TO AND SHALL NOT BE: CON8TRUED:TO'REQUIRE..Tng-
CONTRACTOR TO INDEMNIFY OR. HOLD koML ESS, THE '"STATE. OF'
TEXAS OR CPA FOR ANY CLAIMS OR LIABMDftES: UEW'ETINGTROM
- i _ S
THE NEGLIGENT ACTS OR OMISSIONS OF CPA-ORITS_EWLOY11!E�l_
The Contractor acknowledges and agrees thaii to the extant :the Corklrktot owesany:
debt, including but not limited o d6linq'lietit jaxes,'or.,child support Jo:Jh6 State of Tcxn,�
any payments or. other amounts the Contractor is otherwise owed :underor.-!-relited.lo,.hny-
order resulting from this Contract may be applied. .,by'CP.A t oward zany 'debt th&
Contractor owes the. State ofTexas until the debtis paid jhn -al. these provisions are
effective at any time the Contractor owes any such debt or delinquency. -:The -Contractor
shall comply with rules adopted bytCPA under §§403.055, 4010551, and 2251.903,
P_,IiWN.wmbu 1, 2013
Pige 13 6r1?
EXHIBIT 11BIF
STATE OF TEXAS`
TEXAS COMPTROLER OF PUBY ICACCOUN
YTS
TEXAS MULTIPLE AWARD SCHEDULE:(TXMAS)
Texas Government Code, and other applicable lawn and regulations. regarding
satisfaction of debts or delinquencies to the State of Texas.
(h) The Contractor certifies, that this. Contract 19.:Mn compliance with §669:003, Texas
Government Code, relating, to contracting with, cxecudve head. of a sta[e::pgency__If
§669.003, Texas Government Code applies, -ti c Con(pgtorwill complete3he,following,
information'in order forthe offer to be evaluated'.:
Name of Former executive:
Name of State Agency:
Date of separation froril State Agency;
Position with the Contractor. - --
Date -.cif Employment with'the Contractor:_ -
(i) To the extent applicable, in accordance with.§2153.4441, Texas Government Code, the
Contractor agrees that during,the performance of laxontraerfor servtrxs.it sball purchase
products and materials produced in Texas when they are available at:ap ice and tithe
comparable to products and materials produced otitsidetbis state..
(j) The Contractor certifies that it has no actual.orpotenhat conflicts of interest with. CPA.
in Entering into the Contract, and -that: the Contractor entering into such Contract will-
not reasonably create anappearance of impropritly.
(k) The Contractor certifies that payment to the Contractor and the Contraoior's receipt -_of
appropriated or other funds 'under this Contraet ;are not prolubtted• by. i§556.005 or.
§556.008, Texas Government Code.
(1) Under §2155.006(b), Texas Government Code, a state agency may not, accopt n l id or
award a contract, including a contract for which purchasing authority is delegated 3o a
state agency, that includes proposed financial partieipation.by a person.who, during tie.
five-year period preceding the date of the bid or; award, iasi, been: (1)' convicted 6f
violating a federal law in connection witha.confradt awarded byahe:federal.govcminent
for relief, -recovery, or reconstruction efforts as aresult of.''Hurricane Rita, as defined by
§39.459, Utilities .Code, Hurricane Katrina,.'or any, other 'disaster occurgng<+after
September 24, 2005; or (2)' assessed a penalty`iu 'a federal .etvd or tadministrative-
enforcement action in connection witha contract: a ivardedfiytlrefederal governrnentfor`
relief, recovery, or reconstruction efforts as a result.of Hiwicane Ritaa as defined by.
§39.459,' Utilities Code, Hurricane Katrina, or any other disaster: occurring after'
September 24, 2005. Under §2155.006, Texas Gov ernnieiit. Code, 'the Contractor -
certifies that the individual orbusiness entitynamed'in this'Contract rs not'ineligil lean
amecd Nop bwt.2013
Page 1,4 of 3.7
EXHIBIT "B"
STATE OF TEXAS
TEXASCOMPTROLLER OF -PUBLIC. ACCOUNTS
TEXAS MULTIPLE AWARD SCHEDUi E (TEMAS)-
Notices will be by either hand delivery or by U.S; Mail, certified, return receipt. requested,
addressed to the appropriate foregoing address. Notice will be effective on receipt by the affected
party. The Contractor and CPA agree that either party may change the designated notice address
in this Paragraph by, written notification to die_ other party.
30. DISPUTE RESOLUTION:.
(a) Chapter 2260, Texas Government Coda ("Chapter'2260") prescribes dls resoluti-d-n
processes for certain breach 6fbontra6t clmrds_applicable to certatu;codfiacts for goods.
and services: As required by Chapter 2260, CPA has adopted rules under. Chapter -2260.
for CPA's 'texas Procurement, and .Support. Servic@s Division, codified' at 34 Texas
Administrative Code §20;385, and may adopt -revisions to these Toles throughout the
term of this Contract, including any extensions. The Contractor and CPA=shall, comply
with such rules.
(b) Disputes. arising between an ordering entity and Vie :Contractor shall fie, resolved in
accordance with the dispute resolution proccmof the oiilering eatity'that is not
inconsistent with Chapter 2260. CPA; shall not be, a party to any, such dispute,unless
CPA;4he ordering entity, and "the Contractor agreen wriHpg:
31, AMENDMENT:
(a) This Contract may be amended only upon. written agreement between CRA and the
Contractor, but in no case shall this Contract be amended so4a.lo makeit conflict with
the laws of the State of Texas.
(b) No additional term or condition.in a.purchase order issued by an,ordering'enfitymay-
weaken ;a term or condition of this: Contract.'However, additional ternis und:condifions
that do not weaken the terms or. conditions of "this Contract. lmd atu acceptable 46 the:
Contractor maybe added to the purchase order and:givemeffliM
31. NO WAIVER:
No provision of the Contract will constitute.or be cwnstrat& ds a waiver _ f:ariy of the pri@ileges;
rights,. defenses, remedies, or immunities available to the State Th'e failure to enforceeoc any
delay in the enforcement of any pri3ileges, rights, defenses; rernedies:or,"immunities; defatted"in
the Contract or otherwise available to the State by law will not constitute a waiver of said
privileges, rights; defenses, remedies, or Immunities or be considered asz basis for estoppel.,
33. HEADINGS:
The headings used in this Contract are for convenience only and will not be.used in interpreting
this Contract.
nevaed November 5, 2013
Page 16bf 1T
EXHIBIT "B"
PSTATE OF TEXAS
TEXAS COMTROLLFROkPbft,!C�,ACCOUNTS
TEXAS.MULTIPLF AWARD SCHEDULE (TXIVIAS)
'34. ORDER OF PRIORITY:
If there is any inconsistency or conflict between this document- and any provision of any;
document incorporated by reference, this document-willprevail
35. ENTIRE, AGR_k EMENT:
This Contract consists of the Contractor's Medule Contract: (ste_Paragrqph I "COMPOSITION -
OF CONTRACP), this Contract document togerba V-_vI0j'At6ch h-i'drits A! B bnd'C *(Which: are
incorporated herein by this reference), the -Contractor's State 6&r &fter,'Mdj ifappltqgbjqj the -
Contractor's letter(s). designating dealers and/or distributo'r's, and any- pJ4cc.JJst4:qr catalogs;
specifically mentioned elsewhere in this Contract. The.foregoing constitutes the -entire -,"a"g're'p'mpi;t
between the parties, and any changes or modifications t_othisC0A0ac(mus(bc in -writing.
36. GOVE RNING LAW, VENUM
This Contract is governed by and will be construed under and `in accordianceWith the .laws qfthe:
State of Texas, and venue for tiny dispute will be to cpilgp*dtjiuistli6tion,ihtTitvit
County, Texas.
37. SEVERABILITY;
In the event thatanyterm, provision, covenant,' or -cork
be, invalid, void, or unenforceable, then thiel beinaining:derm. - s� provisions, coven And
conditions of this Contract shall remain !it 111'force and effect,sli_all-n noway be-allbeted,
impaired, or invalidated.
TO SHOWTFMR AGREEMtNT,,iher,paaeies have.,caused,thii, C64tract to be executed by.
their undersigned, - duly authorized retiresentatives on tho.date(a) 'below and :rhis 6mitfact is
effective as of the date of signatur6byllic State.
State of Texas, Centractor'.
NMartin A, Hubert. N
I_DJei3uVGtu L ait%�Dllzr-
DATE DATE It 14
T
RCV1$CdNVV=*W1'2013 Voge U of IT
EXHIBIT "B11
Attichmem,C
To: Prospective Texas Multiple Award Schedu)e.*"MAS) Vendors
Subject: Historically UnderutilizedBusiness (IM)
Good Faith Effort Certification
As addressed in the basic Contract Terms and Conditions, contractors are. strongly ;qcriufage&to-..
engage the services of Texas Certified HUPs asidisitiblitorg. or Ocroco: -�vheiiavorpossible to
promote full and equal business opportunities' And to :assist: . . I stat e igabieg in nwetifi9 - th6gdals
specified in the State of, Texas Disparity?Study. The dediiiiiii. tboutiflie the services of a. currently
Certified Texas HUB must be based on a:gciod faith effort, and as a potential cpritracI tor you -are
required to show documented evidence that anactive:pqrticniatory. role.1dr. a.RUA. zentity was.
considered. Should you elect to use the services40
I of - a rity Business � , E W i&*s6 (MBE); or
. _
Disadvantaged Business Enterprise (DBE) .that may be. eligible' fbf Texas :HUB . certification,
arrangements can,be made to expedite the application process. '
:Please answer the following questions by selecting the respons¢1 that _Appfids to your good t4iith.
effort decision., Check,
1. Are the%ervices of a Certified Texas HUB beingutilized4ot YES 0 _008
perform the contract referre
4 to in the Terms andConditions?
2. Are the services of a MBEIDDE ritcplvalentfliatmaybi M`. 0 NO Q.
eligible for Texas HUB certificitiovbeing utilized to -perform
the contract referred to In the Terms and Conditional..
3., Will a Small -Business; ag,defincd.by regulations of tho$rnall
VE$ () NO. 0
8usmessAdmmlspradow(sB
Perfonh the basic cOntialefiisaiward4d by the Ge5crALSe ''. a
Administration (GSA)?
4. Will the contract be performed bya comprmy,.underexisting, VES b. NO
agreements approved by GSA, that'includes Small
BusinessiMBEIDBE/HUB participation?
Note: This document will become an attachment to1he Contract Terms and Conditionsand is!
affirmedby the signature on the Contract Terms an&condiflonst
The attached randomly selected list of Certified ;Fe)rdk AUM,.Beating 3o the, goods and, services:
included in this multiple award schedule 66htnictcippiftnitf should: be +consiidered in ;the
selectlori(decisibn process.
EXHIBIT "B"