Agenda packet — Madera City Council, May 3, 2023 (part 2 of 2)

A. Service
Contractor to provide an environment, free from, but not limited to, the following pests:

1. Spiders, cockroaches, and beetles.

2. Crickets and other hoppers.

3. Ants (all species), earwigs, sow bugs, silverfish, and other crawling insects.

4. Fleas and other biting insects.

5. Wasps, hornets, and other stinging insects nesting in the interior or exterior, up to a maximum height of two (2) stories.

6. Moths and other flying pests.

7. Weevils and other food pests.

8. Mice, rats, and other rodents.

The pest control services shall be performed in all listed buildings, occupied or unoccupied, including, but not limited to, basements, crawl spaces, offices, storage areas/rooms, closets, baseboards, plumbing and heating pipes, shelves, elevators, walls/ enclosures, kitchen, dining room, cafeteria, food preparation and storage areas, refuse containers and surrounding storage areas, offices, lavatory and shower areas hallways and lounge areas.

All Contractor personnel working in or around city facilities shall wear distinctive uniform clothing and identification.

The Contractor must perform a thorough inspection during every service. Following each scheduled service, the Contractor must submit a written report to the designated individual in the Public Works department, listing any and all areas that remain inaccessible for pest control service such as lockers, rooms, closets, etc.

Should the scheduled services not be totally effective, or interrupt institutional activities, the Contractor shall be required to provide necessary services at alternate times agreeable to the City facility, at no additional cost. Complaints and service requirements, including recall work required between scheduled services visits, must be handled within 24 hours after notification and will be at no additional cost to the City.

B. Performance Requirements
The Contractor is to use the proper equipment and material to render the services to ensure safety for all human life, livestock, and the environment. It is to be clearly understood that the equipment and pesticides used by the Contractor for this contract are to be within safe and legal guidelines. Contractor required to provide Safety Data Sheets (SDS) for all materials and pesticides used on City facilities.

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Before an application is made, the Contractor shall notify the Public Works Department designee of precautionary actions, if any, that may need to be taken.

Contractor shall not apply any pesticide product that has not been approved for the use by federal and state regulatory agencies. All pesticides used shall be non-flammable, secured when unattended, and registered by the US Environmental Protection Agency and the State of California.

The Contractor shall be responsible for removing and disposing of all excess and/or unneeded chemicals, materials or equipment after the application is completed. The Contractor may not store chemicals or equipment on the facility site at any time.

Pesticide application shall be according to need, and not by a routine schedule unless it is part of a regular preventative pesticide treatment or maintenance program in areas determined to be at risk for infestation by insects or rodents by inspection at the onset of the program.

C. Special Requirements

1. Due to security clearance requirements needed at the Police Department facility, the same technician(s) must be assigned for a minimum of one (1) year and must be LiveScanned by the City’s Police Department.

2. Service visits to well sites are to be scheduled in advance with the Public Works Department designee as these sites require contractor personnel to be accompanied by City personnel.

3. The material to be used at well sites are to be greater than or the equivalent to:
a. Masterline Bifenthrin 7.9 Termiticide/Insecticide
b. Talstar PL Granular Insecticide
D. Start-Up
The contract vendor shall be extended a 60-day grace period in order to eliminate pest problems that may have been present prior to the contract award. During this grace period, the facility will not process vendor complaints for failure to meet performance requirements of these specifications. This period shall give the Contractor sufficient time to start and thoroughly service all locations. The grace period will begin with the contract start date and continue for sixty (60) consecutive days.

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If, within the sixty (60) day grace period, the pest control problem is determined to be on the increase and shows no improvement, the City reserves the right to terminate the grace period.

E. Deliverables
The following items will be delivered to the City’s representative to ensure contract compliance:

Copies of the badges and licenses held by the staff who work on this contract.

Work plan for the City locations that they are awarded within thirty days of being awarded a contract. The plan must identify the proposed primary pesticides and alternatives by California Environmental Protection Agency (EPA) accepted common name (generic name). Proposed trapping or exclusion devices for pests, if any, should also be included.

The plan should describe in detail the contractor's means for monitoring pest populations in and around the building(s) and include a work schedule for each location.

Completed work orders, job tickets, or other supporting documents as one PDF file when the monthly invoice is submitted. The supporting documents should include the location, date and time, and a brief description of the service that was performed.

Meet as needed with City personnel to discuss any challenges to providing service, seasonal changes in service, and other matters that effect the work plan.

Upon request, a copy of the monthly report of all pesticides used in the City as provided to the county agricultural commissioner will be provided to the City.

Maps of the locations, showing location of all traps or trapping devices, and bait station locations, may be required by the City. A list can be substituted instead of a map if this alternative is approved by the City on a case-by-case basis.

A logbook at each location serviced under the contract. The logbook shall contain a copy of the work plan and a copy of the Safety Data Sheet (SDS) for each pesticide used at that location.

F. Extra Work
Contractor shall, from time-to-time, be required to perform Extra Work of varying types.

The following, though not inclusive, represents specific types of Extra Work that may be required and the conditions governing performance. Vendor shall prepare a written City of Madera
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quote for all Extra Work and in all cases of Extra Work, no such work may be performed without prior written authorization from City.

Contractor may be required to eradicate pests and rodents, such as ground squirrels, gophers, moles, etc. Pursuit of such eradication measures and the use of pesticides and other chemicals or eradication techniques shall be in accordance with all local, state, and federal regulations governing the use of such agents or techniques. In no event shall the actions of Contractor in effecting such eradication result in a danger to humans, domestic animals, or plant life. Contractor shall be responsible for any damages that result from a violation of local, state, or federal regulations governing eradication agents or techniques and/or improper or negligent use of such agents or techniques.

IV. PROPOSAL REQUIREMENTS
These guidelines are provided for standardizing the preparation and submission of Proposal/Proposals by all vendors. The intent of these guidelines is to assist vendors in preparation of their proposals, to simplify the review process, and to help assure consistency in format and content.

A proposing vendor must follow the instructions for preparing the proposal in the prescribed format. Section Attachments(A through D) must be used, with the responses following the same order of the RFP. Do not include any extraneous or marketing information.

Proposals must include the following in the following order:

A - Cover Letter: (One page preferred.) The letter should designate the proposing vendor, the address of the vendor’s office where the relationship will be domiciled, the address of the closest local branch, if different, and be signed by an authorized officer. No pricing information should be included in the section. The cover letter shall be addressed to:

Jennifer Stickman, Procurement Services Manager
Finance Department
City of Madera
205 W. 4th Street
Madera, Ca. 93637
B – Scope of Services and Scheduling: Include a detailed Scope of Work Statement describing all services to be provided. This must address all areas in Section III Specifications.

This section must also include a proposed work plan for the City locations listed in this RFP. The plan must identify the proposed primary pesticides and alternatives by California Environmental Protection Agency (EPA) accepted common name (generic name). Proposed trapping or exclusion City of Madera
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devices for pests, if any, shall also be included. The plan must describe in detail the contractor's means for monitoring pest populations in and around the building(s). SDS are also required for all proposed pesticides and chemicals.

C – Addenda: The vendor shall provide acknowledgement of all addenda issued to this RFP. If no addenda issued, the vendor shall include a statement affirming such.

D - Attachments
Attachment “A” is a Cost Proposal Form. Using Attachment A, Cost Proposal Form, indicate in detail the compensation to be made to Vendor required under the contract.

The bid proposal authorization must be completed, signed, and included with the proposal submittal.

Attachment “B” is the RFP Reference Form. Using Attachment B, Reference Form, provide at least three references, i.e., agencies you are currently providing this service.

Email addresses for contacts must be included.

Attachment “C” is a draft of a City contract as would normally be used in this procurement. Vendors are not required to sign said contract at time of proposal submittal. A contract in final form will be forwarded to the successful vendor, for signature, prior to contract award. As part of the technical proposal, a vendor must review the terms and conditions and provide any exceptions. Any exceptions taken to the draft contract must be provided as an attachment to the proposal submittal. If there are no exceptions, the vendor shall include a statement affirming such.

Please note that the City reserves the right not to modify the sample services agreement and award on the basis of the proposing vendor’s willingness to agree to the terms of the sample services agreement.

V. PROPOSAL EVALUATION
Evaluation Process
All proposals will be evaluated by a City of Madera Selection Committee (Committee). The Committee may be composed of City of Madera staff and other parties that may have expertise or experience in the services described herein. The Committee will review the submittals and will rank the proposers. The evaluation of the proposals shall be within the sole judgment and discretion of the Committee. All contacts during the evaluation phase shall be through the City of Madera Purchasing Division only. Proposers shall neither contact nor lobby evaluators during the evaluation process. Attempts by Proposer to contact members of the Committee may jeopardize the integrity of the evaluation and selection process and risk possible disqualification of Proposer.

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The Committee will evaluate each proposal meeting the qualification requirements set forth in this RFP. Proposers should bear in mind that any proposal that is unrealistic in terms of the technical or schedule commitments may be deemed reflective of an inherent lack of technical competence or indicative of a failure to comprehend the complexity and risk of the City of Madera requirements as set forth in this RFP.

The selection process may include oral interviews. The vendor will be notified of the time and place of oral interviews and of any additional information that may be required to be submitted.

Evaluation Criteria
Proposals will be evaluated according to each Evaluation Criteria and scored according to the table below. The scores for all the Evaluation Criteria will then be multiplied according to their assigned weight to arrive at a weighted score for each proposal. A proposal with a high weighted total will be deemed of higher quality than a proposal with a lesser-weighted total. The final maximum score for any project is five hundred (500) points.

The Evaluation Criteria Summary and their respective weights are as follows:

No. Written Evaluation Criteria Weight
1 Completeness of Response Pass/Fail
2 Qualifications and Experience 35
3 Work Plan 15
3 References 30
4 Cost Proposal 20
Subtotal: 100

1. Completeness of Response (Pass/Fail)
a. Responses to this RFP must be complete. Responses that do not include all Proposal Requirements identified within Section VI of this RFP and subsequent addenda and do not address each of the items listed below will be considered incomplete and will not be considered for award.

2. Qualifications and Experience (35 points)
a. Relevant experience, specific qualifications, and technical expertise of the vendor to provide requested services.

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3. Work Plan (15 points)
A work plan shall be prepared for the purpose of determining the proposer’s knowledge of the tasks to be performed. Work plan must explain:
a. The vendor’s ability to provide a compatible solution to the City and must address each item identified in the specifications stated in this RFP. b. Proposed schedule and methodology for performing requested services. c. Response time to urgent service requests.

4. References (30 points)
a. Using the form in Attachment B, provide at least three client references who you are currently servicing. Must include the name, company/organization, phone number, and email address of the contact person.

5. Cost Proposal (20 points)
a. Provide pricing information using Attachment A, Cost Proposal.

Proposals shall be valid for a minimum of 180 days following submission.

VI. GENERAL INSTRUCTIONS
The City has attempted to provide all information available. It is the responsibility of each Proposer to review, evaluate, and where necessary, request any clarification prior to submission of a Proposal. Proposers are not to contact other City personnel with any questions or clarifications concerning this Request for Proposal (RFP). The City’s Purchasing Division contact set out in RFP will provide all official communication concerning this RFP. Any City response relevant to this RFP other than through or approved by the City’s Purchasing Division is unauthorized and will be considered invalid.

If clarification or interpretation of this solicitation is considered necessary by City, a written addendum shall be issued, and the information will be posted on the City’s electronic bid management system (PlanetBids) at https://pbsystem.planetbids.com/portal/54016/portalhome. Any interpretation of, or correction to this solicitation will be made only by addendum issued by the City’s Purchasing Division. It is the responsibility of each Proposer to periodically check the City’s electronic bid management system to ensure that is has received and reviewed any, and all addenda to this solicitation. The City will not be responsible for any other explanations, corrections to, or interpretations of the documents, including any oral information.

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Schedule of Events
This Request for Proposal shall be governed by the following schedule:

RFP Schedule**
RFP Release 2/25/2023
Mandatory Pre-Bid Meeting Thursday, 3/9/2024, 10:00am
Deadline for Written Questions Wednesday, 3/15/2023, 5:00pm Response to Questions Posted on Website Monday, 3/20/2023 Proposals Due Date and Time Friday, 3/24/2023
Council Consideration of Award of Contract 5/17/2023
**This schedule is subject to change at the discretion of the City.

A. Pre-Bid Meeting
Mandatory pre-bid meeting is scheduled for 10:00am on Thursday, March 9, 2024, and is by reservation only. This will include an escorted site visit to the locations under consideration. Those attending are required to call in advance to reserve a space. To reserve a space to attend the pre-bid meeting, email Jennifer Stickman at [email protected] no later than 5:00pm on Wednesday, March 8, 2023. Since this pre-bid meeting is mandatory, proposals from firms that do not attend the pre-bid meeting will not be considered.

The purpose of the pre-bid meeting is to discuss any questions interested proposers may have regarding the RFP, as well as allow the prospective bidders to become familiar with all conditions that may affect the performance and cost of the contract. Failure to familiarize yourself with all conditions shall not constitute a basis for subsequent contract adjustment.

In accordance with the American’s with Disabilities Act, all persons who are disabled and who need special accommodations to participate in any proceeding because of that disability should contact Jennifer Stickman at (559) 661-5463 or by email at [email protected] no later than five (5) business days prior to the pre-bid meeting.

B. Inquiries
Any questions related to this RFP shall be submitted in writing via the City’s PlanetBids vendor portal at https://pbsystem.planetbids.com/portal/54016/portal-home under the “Q&A” tab, no later than 5:00pm on Wednesday, March 15, 2023.

No verbal requests or requests made in any other format will be accepted. Questions must be submitted individually and not in a paragraph format nor combined in a single City of Madera
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submission. All posted questions will be answered in writing and conveyed via written addenda to all Proposers via posting through the City’s PlanetBids vendor portal at https://pbsystem.planetbids.com/portal/54016/portal-home under the “Addenda/Emails” tab.

No questions or inquiries should be directed to any individual(s) at the locations detailed in this document. All inquiries should be submitted in writing per the process described in this document.

C. Proposal Submittals
No proposal will be considered for award unless properly and successfully submitted through the City’s PlanetBids vendor portal at:
https://pbsystem.planetbids.com/portal/54016/portal-home Submittals are due no later than 5:00pm on Friday, March 24, 2023.

All required sections, including pricing, shall be submitted via the website. Bidder is solely responsible for “on time” submission of their electronic bid. The bid management system will not accept late bids and no exceptions shall be made. Bidders will receive an e-bid confirmation number with a time stamp from the bid management system indicating their bid was submitted successfully. The City will only receive those bids that were transmitted successfully. Do not fax or e-mail.

Proposals received after the time and date specified above will be considered nonresponsive and will not be accepted.

VII. GENERAL PROVISIONS
A. Any proposal may be withdrawn at any time prior to the hour fixed for the opening, provided that a request in writing executed by the Proposer, or his/her duly authorized representative, for the withdrawal of such proposal is filed with Purchasing. The withdrawal of a proposal shall not prejudice the right of a proposer to file a new proposal prior to the time and date set for the opening.

B. Unsigned proposals or proposals signed by an individual not authorized to bind the prospective Vendor will be considered nonresponsive and rejected.

C. Attention of Proposers is especially directed to the requirements which, in addition to the proposal and these instructions, are basis for evaluation and will be part of any agreement with the successful Proposer.

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D. The City recognizes its policy of providing equal opportunity to all qualified persons and reaffirm its commitment that there shall be no discrimination against qualified applicants or employees on the basis of race, gender, color, national origin, religion, age, disability, sexual orientation, or marital status.

E. The City reserves the right to reject or accept any or all proposals or parts thereof, and to accept or reject the alternatives individually or jointly, for any reason.

F. The City reserves the right to seek supplementary information from any Proposer at any time after official proposal opening and before the award.

G. The City reserves the right to modify this RFP at any time. In the event it becomes necessary to modify or revise the RFP, a written amendment or addenda issued by City’s Purchasing Division is the only method which should be relied on with respect to changes to the RFP. Proposer is responsible to contact City’s Purchasing Division prior to submitting a Proposal to determine if any amendments were made to the RFP.

Documents, amendments, addenda, etc. will be posted to the City’s PlanetBids vendor portal at https://pbsystem.planetbids.com/portal/54016/portal-home.

H. This RFP does not commit the City to award a contract, to pay any costs incurred in the preparation of a proposal for this request, or to procure or contract for services. The City reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Vendor, or to modify or cancel in part or in its entirety the RFP if it is in the best interests of the City to do so. Furthermore, a contract award may not be made based solely on price.

I. Proposals will be evaluated by the City. If a proposal is found to be incomplete or not in compliance with the format required, it will not be considered for evaluation. During the evaluation process, the City may find it beneficial to request additional information.

J. Prior to beginning any work or delivering any equipment or material to be furnished under this proposal, the proposer shall secure the appropriate Business License from the City of Madera. Business license information may be obtained by calling (559) 661-5408.

K. All Federal or State of California License/Certification required to provide the requested services will be required. A Certificate of Insurance in accordance with the Insurance Requirements for Service Providers document included in the RFP in Section V will also be required prior to award of a contract.

L. An award will be made as soon as reasonably practical after the opening of Proposals.

M. The successful Vendor shall enter into a formal agreement with City which will be very City of Madera
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similar in content to the Attachment C “Sample” Services Agreement which is provided for information purposes only and to help clarify City intent relevant to this RFP as well as general contract requirements of the City.

N. An award under this RFP will not be based solely on the price. If an award is made, it will go to the proposer(s) with the best overall proposal who provides the best value to the City and its residents. The successful proposal will be competitively priced and provide for adequate service to meet the City’s needs.

O. The prospective Vendor is advised that should this RFP result in recommendation for award of a contract, the contract will not be in force until it is approved by the City Council.

P. All products used or developed in the execution of any contract resulting from this RFP will remain in the public domain at the completion of the contract.

O. By submitting a proposal, the prospective Vendor certifies that its submission is not the result of collusion or any other activity that would tend to directly or indirectly influence the selection process. The proposal will be used to determine the prospective Vendor’s capability of rendering the services to be provided.

Q. Pursuant to the California Public Records Act, Government Code Section 6250 and following, public records may be inspected and examined by anyone desiring to do so, at a reasonable time, under reasonable conditions, and under supervision by the custodian of the public record. All submitted proposals are subject to the California Public Records Act and may be determined to be public records subject to disclosure, even if the prospective hearing officer claims confidential treatment. The City will disclose public records as required under the California Public Records Act.

Each prospective vendor should be aware that although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City might not be in a position to establish that the information, which a prospective vendorsubmits, is a trade secret. If a request is made for information marked as “confidential” by the prospective vendor in their proposal, the City will provide the prospective vendor who submitted such information with reasonable notice to allow the vendor to seek protection from disclosure by a court of competent jurisdiction.

R. It is the City's policy to encourage the purchase of supplies, services and equipment from vendors located within the boundaries of the City. Local vendors are sellers, vendors, suppliers, and contractors who maintain places of business located within the limits of the City and who have a current City of Madera business license. The local vendor outreach policy shall not apply to those agreements where State or Federal law, or other laws or regulations preclude such a preference.

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Contractors will, to the greatest extent feasible, attempt to incorporate local area businesses as subcontractors and suppliers. Contractors will, upon request, provide records showing the outreach efforts made to local businesses to demonstrate that they have made a reasonable effort to inform local businesses of the opportunity.

VIII. INSURANCE REQUIREMENTS FOR GENERAL SERVICES
Without limiting Service Provider’s indemnification of City, and prior to commencement of Work, Service Provider shall obtain, provide, and continuously maintain at its own expense during the term of the Agreement, and shall require any and all Subcontractors and Subconsultants of every Tier to obtain and maintain, policies of insurance of the type and amounts described below and in form satisfactory to the City.

Minimum Scope and Limits of Insurance
Without limiting Vendor’s indemnification of City, and prior to commencement of Work, Vendor shall obtain, provide, and continuously maintain at its own expense during the term of the Agreement, and shall require any and all Subcontractors and Subconsultants of every Tier to obtain and maintain, policies of insurance of the type and amounts described below and in form satisfactory to the City.

Minimum Scope and Limits of Insurance
Vendor shall maintain limits no less than:
 $2,000,000 General Liability (including operations, products and completed operations) per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Coverage shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability coverage form CG 00 01. General liability policies shall be endorsed using ISO forms CG 20 10 and CG 20 37 to provide that the City and its officers, officials, employees, and agents shall be additional insureds under such policies.  $2,000,000 Automobile Liability combined single limit per accident for bodily injury or property damage at least as broad as ISO Form CA 00 01 for all activities of Vendor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles. Automobile Liability policies shall be endorsed to provide that the City and its officers, officials, employees, and agents shall be additional insureds under such policies.  Worker’s Compensation as required by the State of California and $1,000,000 Employer’s Liability per accident for bodily injury or disease. Vendor shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

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 $1,000,000 Pollution Liability per claim. Coverage shall be provided on a Contractor’s Pollution Liability form or other form acceptable to the City providing coverage for liability arising out of sudden, accidental, or gradual pollution and remediation. Such insurance shall also include but shall not be limited to any coverage required to meet all State and Federal requirements relating to the removal, transfer, use, or other activity involving hazardous or contaminated materials. The City, its officials, officers, agents, and employees shall be included insureds under the policy.

Maintenance of Coverage
Vendor shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Vendor, his agents, representatives, employees, subcontractors, or subconsultants as specified in this Agreement.

Proof of Insurance
Vendor shall provide to the City certificates of insurance and endorsements, as required, as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City prior to commencement of performance. Current evidence of insurance shall be kept on file with the City at all times during the term of this Agreement. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.

Acceptable Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance commissioner to transact business of insurance in the State of California, with an assigned policyholders’ Rating of A- (or higher) and a Financial Size Category Class VII (or larger), in accordance with the latest edition of Best’s Key Rating Guide.

Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, and volunteers, or shall specifically allow Vendor, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.

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Enforcement of Contract Provisions (non estoppel)
Vendor acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Vendor of non-compliance with any requirement imposes no additional obligations on the City, nor does it waive any rights hereunder.

Specifications not Limiting
Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Vendor maintains higher limits than the minimums required above, the entity shall be entitled to coverage at the higher limits maintained by Vendor.

Notice of Cancellation
Vendor agrees to oblige its insurance agent or broker and insurers to provide to the City with thirty (30) calendar days’ notice of cancellation (except for nonpayment for which ten (10) calendar days’ notice is required) or nonrenewal of coverage for each required coverage.

Self-insured Retentions
Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible.

Self-insurance will not be considered to comply with these specifications unless approved by the City’s Risk Manager.

Timely Notice of Claims
Vendor shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Vendor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional Insurance
Vendor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgement may be necessary for its proper protection and prosecution of the Work.

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ATTACHMENT A

COST PROPOSAL
FOR
RFP 202223-13 PEST CONTROL SERVICES
Proposer hereby proposes to deliver to and provide pest control services for the City of Madera, various locations, equipment, and services in accordance with the published specifications, for the following prices. For each City facility, bidder must provide total monthly/annual cost for all labor, material, and supplies (tax included) as specified in RFP.

Item City of Madera Facility Interior Exterior Frequency Monthly Annual A City Hall
205 West 4th Street
X X Monthly
B Public Works
1030 South Gateway Drive
X X Monthly
C Parks & Comm. Dev./ Youth
Center
205 Flume Street
X X Monthly
D Engineering Office
428 E Yosemite Ave.

X X Monthly
E Police Department
330 South C Street
X X Monthly
F Intermodal
123 North E Street
X X Monthly
G Frank Bergon Senior Center
238 South D Street
X X Monthly
H Pan-American Community
Center
703 East Sherwood Way
X X Monthly
I Mexican American Center
716 Columbia Street
X X Monthly
J Millview Community Center
1901 Clinton Street
X X Monthly
K Millview Park
1924-1998 Storey Road
X Monthly
L Engineering Trailer
205 West 4th Street
X X Monthly
M Rotary Youth Hut
121 South Q Street
X X Monthly
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Item City of Madera Facility Interior Exterior Frequency Monthly Annual N Wastewater Treatment Plant
13048 Road 21 1/2
X X Monthly
O Fire Station #56
317 North Lake Street
X X Monthly
P Fire Station #57
200 South Schnoor Street
X X Monthly
Q Fire Station #58
2558 Condor Drive
X X Monthly
R Municipal Airport Admin
Building
4020 Aviation Drive
X X Monthly
S Centennial Park Pool Complex
221 Flume Street
X X Monthly
T Town & Country Park,
Amphitheater
2300 Howard Road
X Monthly
U Town & Country Park,
Field 7 Concession Stand,
Restrooms
2300 Howard Road
X X Monthly
V Town & Country Park,
Field 1 & 2 Concession Stands
2300 Howard Rd
X X Monthly
W Madera Transit Center
1951 Independence Dr
X X Monthly
X Well Sites (20 Locations)
Addresses will be provided at
pre-bid meeting
X SemiAnnual
Y Well Sites (20 Locations)
Addresses will be provided at
pre-bid meeting
X As
needed in
addition
to semiannual
schedule
**
** Provide pricing based on department calling vendor out for single additional treatment at individual well site. Pricing for Line-Item Y is per call-out.

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BID PROPOSAL AUTHORIZATION
Proposals shall be valid for a minimum of 180 days following submission.

Date
Company Name
Street Address
City / State / ZIP
Phone Number
Person Preparing Proposal
Title
Email Address
Signature of Person Preparing Proposal
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ATTACHMENT B

RFP REFERENCE FORM
Agency/Company:

Contact Person:

Email Address:

Phone Number:

Address:

Date Services Provided:

Summary of Services Included:

Agency/Company:

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ATTACHMENTS C

SAMPLE SERVICES AGREEMENT
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(SAMPLE) AGREEMENT FOR SERVICES

BETWEEN

CITY OF MADERA
AND
___________________________
This Services Agreement, (hereinafter referred to as the "Agreement"), effective ____________, is entered between the City of Madera, a municipal corporation, (hereinafter referred to as "City"), and _____________________, (hereinafter referred to as "Vendor").

RECITALS
A. City desires to obtain Pest Control Services (“Services”) and issued a Request for Proposals for said Services.

B. Vendor is a firm specializing in Pest Control Services with the necessary experience to provide desired Services to the City and submitted a proposal to the City.

C. City desires to retain Vendor to provide said Services, as detailed further herein.

D. City desires to retain Vendor, and Vendor desires to provide City with the Services, on the terms and conditions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein, City and Vendor agree as follows:

TERMS AND CONDITIONS

1. Term. The term of this Agreement shall be for a three-year period effective from the date first set forth above and shall continue in full force and effect for three (3) year(s) unless otherwise terminated by the City. The term may be extended by the City Manager in writing, if extension limited to term only, and if mutually agreed to at least 90-days in advance of expiration, for a period not to exceed two (2) additional one-year extensions.

2. Scope of Work. Vendor shall provide Services described in Exhibit A which is attached and incorporated by reference.

2.1. Vendor acknowledges and agrees that any Services he/she/they provides to City shall be on a non-exclusive basis.

2.2. The parties acknowledge and agree that the Vendor, in the performance of this Agreement and the authority delegations provided for in this Agreement and Exhibit A hereto, shall exercise his/her/their independent judgment and shall not take direction, directly or indirectly, in connection therewith from the City City of Madera
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Manager, the Mayor, the City Council (or any member thereof), or any other person.

2.3. Vendor represents and warrants that he/she/they is qualified to provide services described in Exhibit A meeting all experience, training, and current requirements thereunder.

3. Compensation. City shall pay Vendor as follows:

3.1. Vendor shall be compensated in accordance with Exhibit B which is attached and incorporated by reference.

3.2. Vendor shall bill City monthly and submit billing to City within five days from the end of each month. For each billing received by the fifth day of the month, the City shall make payment therefore by the 22nd day of the month.

4. Termination. Remedies and Force Majeure.

4.1. This Agreement shall terminate without any liability of City to Vendor upon thirty (30) business days prior written notice by City to Vendor or by Vendor to City.

4.2. In the event of such termination, Vendor shall be paid for all services provided to the City to date of termination.

4.3. Upon any termination or expiration of the Agreement, City may (i) exercise any right, remedy (in contract, law, or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic, and incidental damages for the breach of the Agreement.

4.4. Vendor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Vendor and without its fault or negligence, such as: acts of God or the public enemy; acts of City in its contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes; unusually severe weather; and delays of common carriers. Vendor shall notify City Manager in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to City Manager of the cessation of such occurrence.

5. Indemnification and Insurance.

5.1. Indemnification and Defense. Vendor shall indemnify, defend, and hold harmless the City, its officers, employees, agents and volunteers (“City indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, City of Madera
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or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Vendor’s performance of its obligations under this agreement or out of the operations conducted by Vendor, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Vendor’s performance of this agreement, the Vendor shall provide a defense to the City indemnitees, or at the City’s option, reimburse the City indemnitees their costs of defense, including reasonable legal counsels’ fees, incurred in defense of such claims.

5.2. Insurance. Vendor shall obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit C attached hereto and incorporated herein by this reference. All insurance policies shall be subject to City approval as to form and content. Vendor shall provide City with copies of required certificates of insurance upon request.

5.3 The provision will survive expiration or termination of this Agreement.

6. Conflict of Interest. Prior to City’s execution of this Agreement, Vendor shall complete a City of Madera Conflict of Interest Disclosure Statement. Said Statement is attached hereto as Exhibit D and incorporated herein by reference. During the term of this Agreement, Vendor shall have the obligation and duty to immediately notify City in writing of any change to the information provided by Vendor on Exhibit D.

6.1. Vendor shall not employ or retain the services of any person while such person either is employed by City or is a member of the City Council, any City commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager if no actual or potential conflict is involved.

6.2. Vendor shall comply with all applicable laws, rules, regulations, and professional canons/requirements governing avoidance of impermissible client conflicts, including without limitation the requirements of the California Political Reform Act (Government Codes Section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et seq.).

6.3. Vendor represents and warrants that as of the effective date hereof, he/she/they represents no client whose interests are adverse to the City's.

6.4. This Section 6 shall survive expiration or termination of this Agreement.

7. Nondiscrimination. Vendor shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a disabled veteran or veteran of the Vietnam era, medical condition, or City of Madera
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physical or mental disability. During the performance of this Agreement, Vendor will comply with all laws and regulations, as applicable. Specifically, no person in the United States shall, on the grounds of race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a disabled veteran or veteran of the Vietnam era, medical condition, or physical or mental disability be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.

8. Invalid Provisions. The provisions of this Agreement are severable. In the event any term, covenant, condition or provision of the Agreement, or the application thereof to any person, entity, or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person, entity, or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated, provided that such invalidity, voiding or unenforceability of such covenant, condition or provision does not materially prejudice either party in its respective rights and obligations contained in the then remaining valid covenants, conditions or provisions of this Agreement.

9. Independent Contractor. Vendor is and throughout this Agreement shall be an independent contractor and not an employee, partner, or agent of the City. However, City shall retain the right to verify that Vendor is performing his respective obligations in accordance with the terms hereof.

9.1. Because of his status as an independent contractor, Vendor shall have absolutely no right to employment rights and benefits available to City employees. Vendor shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare, and retirement benefits. In addition, together with his other obligations under this Agreement, Vendor shall be solely responsible for all matters relating to employment and tax withholding for and payment of Vendor's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered employees of City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, Vendor may be providing services to others unrelated to City or to this Agreement.

10. Partnership/Joint Venture. This Agreement does not evidence a partnership or joint venture between Vendor and City. Unless specifically provided for herein, the Vendor shall have no authority to bind the City absent City’s express written consent. Except to City of Madera
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the extent otherwise provided in this Agreement, Vendor shall bear his own costs/expenses in pursuit hereof.

11. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally or deposited into the United States mail, by registered or certified mail, return receipt requested with postage prepaid, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice.

11.1. Personal service, as aforesaid, shall be deemed served and effective upon delivery thereof. Service by mail, as aforesaid, shall be deemed to be sufficiently served and effective as of 12:00:01 AM, on the fourth (4th) calendar day following date of deposit in the United States mail of such registered or certified mail, properly addressed and postage prepaid.

12. Assignment. Neither this Agreement nor any duties or obligations hereunder shall be assignable by Vendor without the prior written consent of City. In the event of an assignment to which City has consented, the assignee shall agree in writing to personally assume and perform the covenants, obligations, and agreements herein contained. In addition, Vendor shall not assign the payment of any monies due Vendor from City under the terms of this Agreement to any other individual, corporation, or entity. City retains the right to pay any and all monies due Vendor directly to Vendor.

13. Non-Solicitation. Vendor represents and warrants that he has not paid or agreed to pay any compensation, contingent or otherwise, to solicit or procure this Agreement or any rights/benefits hereunder.

14. Compliance with Law. In providing the services required under this Agreement, Vendor shall at all times comply with all applicable laws of the United States, the State of California and City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.

15. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Venue for purposes of the filing of any case, controversy or proceeding regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Madera County, California.

16. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses in addition to any other relief to which such party may be entitled.

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17. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement.

Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.

18. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

19. General Provisions.

19.1. Once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.

19.2. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify, or add to the interpretation or meaning of the provisions of this Agreement.

19.3. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.

19.4. In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.

19.5. The rights, interests, duties, and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.

20. Final Agreement. This Agreement and any documents, instruments and materials referenced and incorporated herein represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between City and Vendor. This Agreement may be modified only by written instrument duly authorized and executed by both City and Vendor.

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Notice. Any notice required pursuant to this Agreement shall be deemed delivered if given in writing, mailed with postage prepaid, addressed and directed as follows (or at such other address as the parties may from time to time designate by written notice) CITY: VENDOR:

City of Madera
Attn: Arnoldo Rodriguez
205 W. 4th Street
Madera, CA 93637
Phone: 559-661-5400 Phone:

Email: [email protected] Email:

IN WITNESS WHEREOF, the parties have executed this Agreement at Madera, California, the day, and year first above written.

CITY OF MADERA
a municipal corporation
By:

Santos Garcia
Mayor
Date: _______________________________
VENDOR
By:

Date: _______________________________
ATTEST:

Alicia Gonzales
City Clerk
By:

Deputy

APPROVED AS TO FORM
By:

Hilda Cantú Montoy, City Attorney
Date: ____________________________
Exhibits:

Exhibit A - Scope of Work
Exhibit B - Schedule of Compensation
Exhibit B - Insurance Requirements
Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A

SCOPE OF SERVICES
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EXHIBIT B

SCHEDULE OF COMPENSATION
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EXHIBIT C

INSURANCE REQUIREMENTS
A. Insurance Requirements.

Vendor shall maintain limits no less than:
 $2,000,000 General Liability (including operations, products and completed operations) per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Coverage shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability coverage form CG 00 01. General liability policies shall be endorsed using ISO forms CG 20 10 and CG 20 37 to provide that the City and its officers, officials, employees, and agents shall be additional insureds under such policies.  $2,000,000 Automobile Liability combined single limit per accident for bodily injury or property damage at least as broad as ISO Form CA 00 01 for all activities of Vendor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles. Automobile Liability policies shall be endorsed to provide that the City and its officers, officials, employees, and agents shall be additional insureds under such policies.  Worker’s Compensation as required by the State of California and $1,000,000 Employer’s Liability per accident for bodily injury or disease. Vendor shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.
 $1,000,000 Pollution Liability per claim. Coverage shall be provided on a Contractor’s Pollution Liability form or other form acceptable to the City providing coverage for liability arising out of sudden, accidental, or gradual pollution and remediation. Such insurance shall also include but shall not be limited to any coverage required to meet all State and Federal requirements relating to the removal, transfer, use, or other activity involving hazardous or contaminated materials. The City, its officials, officers, agents, and employees shall be included insureds under the policy.

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Self-insurance will not be considered to comply with these specifications unless approved by the City’s Risk Manager.

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EXHIBIT D

DISCLOSURE OF CONFLICT OF INTEREST
YES* NO
1 Are you currently in litigation with the City of Madera or any of its agents?
2 Do you represent any firm, organization or person who is in litigation with the City of Madera?
3 Do you currently represent or perform work for any clients who do business with the City of Madera?
4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Madera, or in a business which is in litigation with the City of Madera?
5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Madera employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.

Explanation:

Signature

(name)

(address)

(city state zip)
Additional page(s) attached.

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REPORT TO CITY COUNCIL
Approved by: Council Meeting of: May 3, 2023
_________________________________
Agenda Number: D-2
Joseph Hebert, Parks & Community Services Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Agreement between the City and Superior International Industries RECOMMENDATION:

Adopt a Resolution approving a cooperative purchase agreement with Superior International Industries (Superior) for McNally Park in the amount of $244,508.42 and rescinding Resolution No. 23-46 approved on April 19, 2023
SUMMARY:

On April 19, 2023, Council approved a Resolution approving a cooperative purchase agreement with Superior International Industries for McNally Park amenities and play equipment for $213,123.18. The original quote did not include the demolition and reconstruction of fencing on the perimeter of the playground. Since then, Superior has provided an updated quote that includes costs for demolishing existing fencing at the playground area and installing new fencing.

The updated quote is $244,508.42. Staff recommends that the additional work be included in the agreement eliminating the need to complete another procurement process for fencing. Since the agreement approved on April 19, 2023, has yet to be executed, staff recommends that Council rescind the previously approved resolution and adopt a new version inclusive of the fencing.

DISCUSSION:

Staff determined that a cooperative purchase agreement represented the most advantageous purchasing strategy for procuring park amenities and improvement plans. Not utilizing a cooperative purchase agreement would have substantially extended the procurement process and lead times.

On March 6, 2023, the City released a request for quotes using the cooperative agreement process on CompareCoops.com, a website that caters to vendors that exclusively have cooperative contracts. Quote solicitations ended on March 24, 2023, with two quotes received.

After review and further assessment, one quote was considered incomplete as it only quoted the playground equipment items and did not quote the various additional park amenities. The second quote, from Superior, showed bidder responsibility and responsiveness. The Superior quote totaled $213,123.18. Council approved utilizing the cooperative purchasing agreement during the April 19, 2023, Council meeting.

In the released request for quotes, staff included the removal and installation of new fencing.

Due to time constraints and advancement in the procurement process, staff moved forward with proposing Superior, with the understanding that the fencing may need to be bid out if Superior was unable to provide the service.

Since then, Superior has confirmed they can provide an updated quote for the fencing demolition and installation.

FINANCIAL IMPACT:

Funding for the park improvements is made possible by the Community Development Block Grant (CDBG) FY 2022/23 allocation of $609,307. Expenditure for the additional fencing component of the improvements will be made from the Parks & Community Services Department budget, #10206100-7030 Facilities and Improvements funds. Sufficient funding is available in the FY 22/23 budget.

The remaining funds will be utilized to reconstruct the basketball courts located at McNally Park, address restroom rehabilitation picnic area rehabilitation, and as available, will allow for additional recreational features to be installed.

ALTERNATIVES:

1. Council may reject approval of increasing the cooperative purchase agreement amount with Superior to reflect the additional fencing demolition and installation costs and request staff follow a different procurement method.

2. Council may request additional information to be brought forth at the next Council meeting for further consideration.

ATTACHMENTS:

1. Resolution Approving a Cooperative Purchase Agreement with Superior International Industries for McNally Park Project in the Amount of $244,508.42 and Exhibit A thereto (Agreement)

2. Resolution No. 23-36 approved by Council on April 19, 2023

3. Superior International Industries Quote
ATTACHMENT 1
Resolution Approving Cooperative Purchase Agreement with Superior International Industries for McNally Park Project in the Amount of $244,508.42
RESOLUTION NO. 23-______

RESOLUTION APPROVING A COOPERATIVE PURCHASE AGREEMENT WITH

SUPERIOR INTERNATIONAL INDUSTRIES FOR MCNALLY PARK PROJECT IN THE AMOUNT OF $244,508.42 AND RESCINDING RESOLUTION NO 23-46 WHEREAS, Title II Section 4 Purchasing Procedures allows the City to utilize cooperative purchasing procedures through the Purchasing Manager to purchase supplies, equipment, or services; and
WHEREAS, in some instances, this method provides for the most efficient method of purchase or best cost savings for the quantities or type of goods or services that are being utilized; and
WHEREAS, the City was awarded $609,307 in Community Development Block Grant (CDBG) FY 22/23 funding; and
WHEREAS, funding is to be utilized to rehabilitate McNally Park; and WHEREAS, after reviewing the available purchase option, staff has determined that using a cooperative purchase agreement represents the most advantageous purchasing strategy; and WHEREAS, the City would like to utilize a cooperative purchase agreement with Superior International Industries for McNally Park Project for $244,508.42.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines and orders as follows:

1. The above recitals are true and correct.

2. The cooperative purchasing agreement with Superior International Industries of $244,508.42, attached hereto as Exhibit A, is hereby approved.

3. The City Manager, or his or her designee, is authorized to execute the agreement and any and all documents necessary and appropriate to carry out the intent of this Resolution on behalf of the City.

4. Resolution 23-46 is rescinded.

5. This resolution is effective immediately upon adoption. * * * * * * * *

EXHIBIT A
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Superior International Industries - Public Services - 20-01358

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SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows:

ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

ARTICLE 2: END USER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement (“EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor’s Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor.

ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.

H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment.

H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

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benefits, or terms to H-GAC and the END USER.

EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies.

ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.

Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.

Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement.

ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify HGAC of such disputes.

ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor.

ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages.

ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

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Aggregate limit of at least two times the Single Occurrence limit.

Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.

Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.

ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order.

ARTICLE 10: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement.

ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING
All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

Page 4 of 4 ends

Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.

DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2 H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Superior International Industries - Public Services - -ID: 5892 20-01358

Page 1 of 7 ends

GENERAL PROVISIONS
This Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Superior International Industries, hereinafter referred to as the Contractor, having its principal place of business at 1050 Columbia Drive, Carrollton, GA 30117.

WITNESSETH:

WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:

ARTICLE 1: LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto.

ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.

ARTICLE 3: INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of HGAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.

ARTICLE 4: WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

ARTICLE 5: SCOPE OF SERVICES
DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

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The services to be performed by the Contractor are outlined in an Attachment to this Agreement.

ARTICLE 6: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins Nov 01 2020 and ends Oct 31 2022.

All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement.

ARTICLE 7: PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions.

ARTICLE 8: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor’s ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement.

Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.

ARTICLE 9: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions.

ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

ARTICLE 11: AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC.

ARTICLE 12: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement.

H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

Page 3 of 7 ends

off the premises by authorized representatives of its own or any public accounting firm selected by HGAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges.

The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements.

ARTICLE 13: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

ARTICLE 14: CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation.

B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein.

ARTICLE 15: TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

A. Convenience
H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of HGAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination.

The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC.

B. Default
DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

Page 4 of 7 ends

H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:
(1) lf the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC.

ARTICLE 16: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect.

ARTICLE 17: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC.

ARTICLE 18: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement.

ARTICLE 19: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

Page 5 of 7 ends

applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).

ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.

The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents.

The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor’s ability to perform services under this Agreement.

ARTICLE 21: INDEMNIFICATION AND RECOVERY
H-GAC’s liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.

Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.

ARTICLE 22: LIMITATION OF CONTRACTOR’S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.

Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

Page 6 of 7 ends

END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.

ARTICLE 23: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement.

ARTICLE 24: JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

ARTICLE 25: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision.

ARTICLE 26: CHOICE OF LAW: VENUE
This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 27: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments.

DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

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SIGNATURES:

H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by:

Superior International Industries
Signature $docusign:SignHere::Customer1
Name Jonathan Hardesty
Title General Manager
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner
DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2 12/7/2020
12/11/2020
uSigned by:
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AD70D5427961431..
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DocuSigned by:
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Page 1 of 1 ends

Attachment A
Superior International Industries
Parks & Recreation Equipment
Contract No. PR11-20
Applicable items are the catalogs listed in the table below, as was any pricing documents included in the awardee’s bid response.

Product
Code Manufacturer Description Catalog Discount
PR11-20A58
Superior International
Industries/ Superior
Recreational Products
2020 SII Catalogs (Play Components, Grounds for
Play, Open Market; Superior Playgrounds, Superior
Shade, Superior Site Amenities, Superior FX, and
Superior Bleachers lines)

10.00%
DocuSign Envelope ID: 470497C7-0921-4DAB-AB53-1B3630E474C2

Page 1 of 1 ends

Attachment-A
Vendor: Superior International Industries, Inc.

Contract: PR11-20A58: Parks & Recreation Equipment
Applicable items are the catalog listed in the table below, as well as any pricing documents included in the awardee’s bid response.

HGAC
Product
Code
Manufacturer Description Discount
PR11-20A58
Superior International
Industries/ Superior
Recreational Products
2023 SII Catalogs (Child Works
Components, Grounds For Play,
Superior Playgrounds, Superior Shade,
Superior Site Amenities, Superior
Bleachers, Quick Ship & Surfacing
Products)

12.00.%
Revised 6.1.18
AMENDMENT No. 1 to CONTRACT No. PR11-20
For
Parks & Recreation Equipment
Between

HOUSTON-GALVESTON AREA COUNCIL
And
Superior International Industries
THIS AMENDMENT modifies the above referenced Contract as follows:

This contract is extended through October 31, 2023 Midnight CT.

Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.

Signed for Houston-Galveston Area Council, ____________________________________ Houston, Texas Chuck Wemple, Executive Director
Date: _______________________________
Signed for: Superior International Industries ____________________________________ Printed Name & Title: ____________________________________ Date: _______________________________
DocuSign Envelope ID: 4630734C-6A58-4FF0-9C50-1FC494FBA569 Jonathan Hardesty
10/26/2022
VP & General MGR
11/1/2022
[
DocuSigned by:
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DocuSigned by:
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AD70D5427961431 ...

ATTACHMENT 2:

Resolution No. 23-46 approved by Council on April 19, 2023 RESOLUTION NO. 23-46

RESOLUTION APPROVING A COOPERATIVE PURCHASE AGREEMENT WITH

SUPERIOR INTERNATIONAL INDUSTRIES FOR MCNALLY PARK AMENITIES AND PLAY EQUIPMENT IN THE AMOUNT OF $213,123.18
WHEREAS, Title II Section 4 Purchasing Procedures allows the City to utilize cooperative purchasing procedures through the Purchasing Manager to purchase supplies, equipment, or services; and
WHEREAS, in some instances, this method provides for the most efficient method of purchase or best cost savings for the quantities or type of goods or services that are being utilized; and
WHEREAS, the City was awarded $609,307 in Community Development Block Grant (CDBG) FY 22/23 funding; and
WHEREAS, funding is to be utilized to rehabilitate McNally Park amenities and play equipment; and
WHEREAS, after reviewing the available purchase options for these supplies, staff has determined that using a cooperative purchase agreement represents the most advantageous purchasing strategy; and
WHEREAS, the City would like to utilize a cooperative purchase agreement with Superior International Industries for McNally Park amenities and play equipment in the amount of $213,123.18
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines and orders as follows:

1. The above recitals are true and correct.

2. The cooperative purchasing agreement with Superior International Industries of $213,123.18 is hereby approved.

4. This resolution is effective immediately upon adoption. * * * * * * * *
PASSED AND ADOPTED by the City Council of the City of Madera this 19th day of April 2023 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

ATTEST:

Mayor Garcia, Councilmembers Gallegos, Rodriguez, Montes, Evans, Mejia and Villegas.

None.

APPROVED:

ALICIA GONZALES,Cyderk
ATTACHMENT 3:

Superior International Industries Quote
1050 Columbia Dr.

Carrollton, GA 30117 QUO0259612

1.800.327.8774
superiorrecreation.com
CREATED: 3/22/2023
EXPIRES: 5/12/2023
Thank you for the opportunity to quote your upcoming project! If you have any questions, please contact our Customer Service Department at

1.800.327.8774. Quotes do not include installation or safety surfacing unless otherwise noted. In the event of any inconsistencies in regards to terms, the terms stated on this quote shall control.

PREPARED BY: Bridget Templeman

Page 1 of 4 ends

play. relax. live.

PROJECT NAME NOTES
McNally Park ***HGAC PR11-20***

BILL TO SHIP TO TERMS
City of Madera CA
825 S A St
Madera CA 93638
City of Madera CA
825 S A St
Madera CA 93638
Prepaid

QTY ITEM UNIT PRICE EXTENDED PRICE
Comment - ***HGAC PR11-20***
1 Custom Playground Design - PS3-70693
Custom Playground Design ***FOR PLAYGROUND STRUCTURE
NUMBERS ONLY***
$22,011.84 $22,011.84
1 Custom Playground Design - PS3-70645
Custom Playground Design ***FOR PLAYGROUND STRUCTURE
NUMBERS ONLY***
$23,833.54 $23,833.54
1 TFR3501XX - Arch Swing Frame w/ hangers - 3.5" 1 Bay $2,072.00 $2,072.00 1 TFR3501XX - Arch Swing Frame w/ hangers - 3.5" 1 Bay $2,072.00 $2,072.00 4 90015108XX - Belt Seat Bay - 8' $206.00 $824.00
Subtotal. $50,813.38
HGAC Discount - HGAC 12% Discount -12% ($6,097.61)
Subtotal. $44,715.77
Steel Playground Special Discount -
Temporary 18.5 Surcharge to Adhere to HGAC Contract Agreement $8,272.42 $8,272.42
Subtotal. $52,988.19
1 Freight: Freight Out Billable and Handling - Freight: Freight Out Billable and Handling
Freight for Equipment
$7,190.00 $7,190.00
SUP~R~OR
1050 Columbia Dr.

Carrollton, GA 30117 QUO0259612

1.800.327.8774. Quotes do not include installation or safety surfacing unless otherwise noted. In the event of any inconsistencies in regards to terms, the terms stated on this quote shall control.

PREPARED BY: Bridget Templeman

Page 2 of 4 ends

play. relax. live.

QTY ITEM UNIT PRICE EXTENDED PRICE
Subtotal. $7,190.00
4 B6ARSM-RC-GRY - 6' RICHMOND SERIES RECYCLED GRAY

BENCH W/O BACK - SURFACE MOUNT
$724.00 $2,896.00
13 T6ARPEDS-RC-GRY - 6' RICHMOND SERIES RECYCLED GRAY

MULTI-PEDESTAL TABLE - IN GROUND
$2,148.00 $27,924.00
1 BSW-0007XX - TL Water - GRM45-PF Water Fountain-Steel Green PC w/ ADA and Pet Fountain
$4,537.00 $4,537.00
1 BSW-0007XX - TL Water - GRM45-PF Water Fountain-Steel Green PC w/ ADA and Pet Fountain
$4,537.00 $4,537.00
Subtotal. $39,894.00
HGAC Discount - HGAC 12% Discount -12% ($4,787.28)
Subtotal. $35,106.72
Steel Playground Special Discount -
Temporary 22% Surcharge to adhere to HGAC Contract Agreement $7,723.48 $7,723.48
Subtotal. $42,830.20
1 Freight: Freight Out Billable and Handling - Freight: Freight Out Billable and Handling
Freight for SIte Amenities
$4,451.00 $4,451.00
Subtotal. $4,451.00
7 EQ: By Others - Equipment provided for by others
Outdoor Double Grill
30x20x10 Inground Mount
Color: Black
$700.00 $4,900.00
12 EQ: By Others - Equipment provided for by others
H-2293 Thermoplastic trash can 32 gallon funnel lid
Color: Black
$553.00 $6,636.00
SUP~R~OR
1050 Columbia Dr.

Carrollton, GA 30117 QUO0259612

1.800.327.8774. Quotes do not include installation or safety surfacing unless otherwise noted. In the event of any inconsistencies in regards to terms, the terms stated on this quote shall control.

PREPARED BY: Bridget Templeman

Page 3 of 4 ends

play. relax. live.

QTY ITEM UNIT PRICE EXTENDED PRICE
1 IN:EQ-INSTALL BY OTHERS - Installation By Others
Top off existing loose fill rubber system with
color coordinated new loose fill rubber system
6 inches. 72,000 lbs. of rubber mulch for
5,200 square feet of space.

Note: rubber mulch will not float or blow
away, therefore lasting virtually forever,
preventing the need to re-mulch annually.

The product is non-toxic, safe for children and
pets.

The rubber mulch is made from 100%
recycled rubber tires and is 99.9% wire free.

It exceeds ASTM-F-1951 and ASTM F-1292
standards and is ADA & IPEMA certified.

Custom-Service:

Demo and remove 300 lineal feet of existing wrought iron fence Furnish and install chain-link fence for playground area.

Fencing around the playground equipment, with a 5ft entrance.

Fence to be broken into two sides with each side measuring 40ft x 66ft x 4ft.

Color: Black
$53,808.00 $53,808.00
SUP~R~OR
1050 Columbia Dr.

Carrollton, GA 30117 QUO0259612

1.800.327.8774. Quotes do not include installation or safety surfacing unless otherwise noted. In the event of any inconsistencies in regards to terms, the terms stated on this quote shall control.

PREPARED BY: Bridget Templeman

Page 4 of 4 ends

play. relax. live.

QTY ITEM UNIT PRICE EXTENDED PRICE
1 IN:EQ-INSTALL BY OTHERS - Installation By Others
Professional Certified Installation of
Playground(s)
-Unloading
- Layout
- Excavation
-In-ground footers
- All concrete and required rebar/steel
reinforcement
- Assembly of structure
- Haul and dispose of spoils offsite
Demo and remove existing playground
equipment.

Install 2 recycled rubber mat playground
surface.

Top off existing rubber with additional rubber
mulch
Install 2 single bay swing sets
Install 1 PS3-71955
Install 1 PS3-71954
Install 2 drinking fountains
Install 7 double grills
Install 13 picnic tables
Install 12 trash cans
$63,800.00 $63,800.00
Subtotal $236,603.39
Tax (8.25%) $7,905.03
Net Total $244,508.42
SUP~R~OR

Madera City CouncilMay 3, 2023

Madera City Council
May 3, 2023