Agenda packet — City Council and Concurrent Authorities, February 18, 2025 (part 1 of 2)

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - - Revised
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Christina Fugazi, Mayor/Chair (At Large)
Jason Lee, Vice Mayor (District 6)
Michele Padilla (District 1)
Mariela Ponce (District 2)
Michael Blower (District 3)
Mario Enríquez (District 4)
Brando Villapudua (District 5)
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
4:00 PMTuesday, February 18, 2025
Closed Session 4:00 PM :: Regular Session 5:30 PM

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 25-0155

CONFERENCE WITH LABOR NEGOTIATOR
Recommended Action: Agency Designated Representative: Interim City Manager and Human Resources Director
Employee Organizations: Unrepresented Units, Stockton City Employees' Association, Operating Engineer's Local 3, Mid-Management/Supervisory Level Unit, Unrepresented Management/Confidential, Law Department, Stockton Police Management Association, Stockton Firefighters Local 456 International Association of Firefighters, Stockton Fire Management, Stockton Police Officers' Association (SPOA)
This Closed Session is authorized pursuant to section 54957.6(a) of the Government Code.

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*

5. RECESS TO CLOSED SESSION

6. REGULAR SESSION CALL TO ORDER/ROLL CALL

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1 February 18, 2025City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - - Revised

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

10.1 25-0172
PROCLAMATION: BLACK HISTORY MONTH
Department: City Clerk

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 25-0012 ADOPT RESOLUTION TO AUTHORIZE THE COLUMBUS PARK

RENOVATIONS PROJECT
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the plans and specifications for the Columbus Park Renovations, Project No. WP22041.

2. Approve an Agreement between the City of Stockton and the San Joaquin County Office of Education dba Greater Valley Conservation Corps in the amount of $106,606 for the Columbus Park Renovations, Project No.

WP22041.

3. Award a Construction Contract in the amount of $2,345,000 to Stockbridge General Contracting, Inc. of Clovis, CA, for the Columbus Park Renovations, Project No. WP22041.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - GVCC Agreement
Exhibit 2 - Construction Contract
Attachments:

12.2 24-1216 APPROVE A MOTION TO ENTER INTO A COOPERATIVE

PURCHASING AGREEMENT FOR SOLAR LIGHTING

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2 February 18, 2025City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - - Revised
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

2. Approve the use of a Cooperative Purchase Agreement through BuyBoard National Purchasing Cooperative, Contract No. 725-24, to purchase solar lights.

3. Authorize the City Manager to execute a contract in the amount of $387,527 with Fonroche Lighting America of Fort Worth, TX, to purchase solar lights for the Weston Ranch Greenbelt, within Weston Park, and Van Buskirk Park sport courts.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachment A - Project Vicinity Map
Attachment B - Cooperative/Piggyback Purchase Agreement Attachments:

12.3 25-0173 ADOPTION OF PROPOSED COUNCIL POLICY MANUAL CHAPTER

3.14- CHARTER SECTION 406 INVESTIGATIONS PROCEDURE
Recommended Action: RECOMMENDATION
Staff recommends that the City Council adopt by resolution the proposed Council Policy Manual (CPM) Chapter 3.14- Charter Section 406 Investigations Procedure.

Department: City Attorney
Attachment A - 406 Sample Policy
Attachment B - 406 Sample policy (redlined)
Attachment C - 406 Sample policy (clean)
Proposed Resolution
Exhibit 1 - 406 Sample policy (clean).pdf
Attachments:

13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

15.1 25-0153

APPOINTMENT TO THE STOCKTON CIVIL SERVICE/EQUAL

EMPLOYMENT COMMISSION

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3 February 18, 2025City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - - Revised
Recommended Action:

RECOMMENDATION
Adopt a resolution appointing one member to the Civil Service Commission/Equal Employment Commission for a term commencing immediately and ending December 31, 2027.

Department: City Clerk
Attachment A - Redacted Applications
Proposed Resolution - CSC Appointments
Attachments:

Note: This item was revised by the Office of the City Clerk on February 15, 2025

15.2 25-0161 CITY DETECT PROJECT UPDATES: REVITALIZING & IMPROVING

STOCKTON THROUGH EDUCATION (RISE) PROGRAM OVERVIEW,

TIMELINE PROPOSAL TO EXPEDITE ENFORCEMENT EFFORTS

ON EDUCATION LETTERS, AND CITY DETECT DATA BY COUNCIL

DISTRICT
Recommended Action:

RECOMMENDATION
Informational only; no action to be taken.

Department: Police
PPT - 15.2 - City Detect Project UpdatesAttachments:

15.3 25-0160 NEIGHBORHOOD SERVICES SECTION (NSS) UPDATES:

STAFFING OVERVIEW FOR NSS, ENFORCEMENT PROCESS

OVERVIEW, AND ENFORCEMENT ACTIONS FOR CALENDAR
YEAR 2024
Recommended Action:

RECOMMENDATION
Informational only; no action to be taken.

Department: Police
PPT - 15.3 - Neighborhood Services Section UpdatesAttachments:

15.4 25-0168 UPDATE ON CLEAN CITY
Recommended Action: RECOMMENDATION
No action to be taken. Public Works to provide an update on actions taken to clean up Stockton.

Department: Public Works
PPT - 15.4 - Clean City UpdateAttachments:

15.5 25-0170 TEEN IMPACT CENTER UPDATE
Recommended Action: RECOMMENDATION
Information only: no action to be taken.

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4 February 18, 2025City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - - Revised
Department: Community Services
Attachment A - 2025-2030 CEDS
PPT - 15.5 - Teen Impact Center Update
Attachments:

15.6 25-0136 UPDATE ON PROJECTS FUNDED BY THE AMERICAN RESCUE

PLAN ACT
Recommended Action: RECOMMENDATION
Informational item only. No action to be taken.

Department: Administrative Services
PPT - 15.6 - ARPA Program UpdateAttachments:

15.7 25-0191 COUNCIL DISCUSSION AND POSSIBLE DIRECTION REGARDING

CLOSED SESSION BROWN ACT VIOLATION INVESTIGATIONS
Recommended Action: RECOMMENDATION
It is recommended Council discuss and provide possible direction regarding Closed Session Brown Act Violation investigations.

Note: This item was added and revised February 15, 2025

16. HEARINGS**

17. CITY MANAGER'S UPDATE

18. COUNCIL COMMENTS

19. ADJOURNMENT

INFORMATIONAL ITEMS

1. 25-0166

COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES
Recommended Action: RECOMMENDATION
Information item only. No action required.

Department: City Clerk

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5 February 18, 2025City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - - Revised
AdHoc Homelessness 2024-11-07
CSC 2024-11-21
CSC 2024-12-19
Leg 2024-11-20
Strong Communities 2024-04-04
WAG 2024-08-07
WAG 2024-10-24
Attachments:

CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on February 15, 2025 in compliance with the Brown Act.

Katherine Roland, CMC, CPMC
City Clerk
By: ________________________________
Deputy

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6 February 18, 2025City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - - Revised

PUBLIC COMMENTS
*Citizens may comment on any subject within the jurisdiction of the City Council/Successor Agency to the Redevelopment Agency/Public Finance Authority/Parking Authority, including items on the Agenda. The time limit for public comment is four (4) minutes and remains at the discretion of the presiding officer and changes shall be set at the start of the meeting. Speakers must submit “Request to Speak” cards to the City Clerk, and be prepared to speak when called. No speaker cards will be received after the close of the Citizen’s Comments portion of the meeting.

**Speakers should hold comments on items listed as a Hearing until the Hearing is opened.

The City of Stockton invites public comments in multiple forms. You provide your comments by using one of these methods:

1. Email - you may email your comments to [email protected]

2. Voicemail - you can leave a voice message by dialing (209) 937-8459.

3. In-Person Comments - a) Speakers must submit "request to speak cards" to the Clerk prior to the Public Comment portion of the agenda. No speaker cards will be accepted after the close of Public Comment. Please redirect any inquiries to [email protected]. b) Address only issues over which the meeting body has jurisdiction. c) The time limit for public comment is at the discretion of the presiding officer and shall be set at the start of the meeting. Donating time is not authorized. d) Your time will be displayed on the speaker podium for convenience.
*All written and voicemail public comments received by the Clerk's Office 90 minutes prior to the meeting start time will be forwarded to the meeting body members as correspondence and attached to the minutes. All comments received after that time will be forwarded as correspondence the following business day. Written and voicemail comments will not be read into the record.

Council Policy Manual Chapter 4.07 DECORUM
§ 4.07.010 Policy.
1) COUNCILMEMBERS
The City Council will practice civility and decorum in their discussions and debate. Councilmembers will value each other's time and will preserve order and decorum. A member shall neither, by conversation or otherwise, delay or interrupt the proceedings of the Council, use personal, impertinent or slanderous remarks, nor disturb any other member while that member is speaking or refuse to obey the orders of the presiding officer or the Council, except as otherwise provided herein.

A) All Councilmembers have the opportunity to speak and agree to disagree but no Councilmember shall speak twice on any given subject unless all other Councilmembers have been given the opportunity to speak.

B) The Mayor has the affirmative duty to maintain order. The City Council will honor the role of the Mayor in maintaining order. If a Councilmember believes the Mayor is not maintaining order, the Councilmember may move that the Vice-Mayor enforce the rules of decorum and otherwise maintain order. If that motion receives a second and is approved by a Council majority, the Vice-Mayor shall enforce the rules of decorum and maintain order.

C) Any Councilmember who violates the rules repeatedly shall be sanctioned by the City Council, including, but not limited to, barring the Councilmember from further participation (other than voting) on the subject. 2) PERSONS ADDRESSING THE CITY COUNCIL
Persons addressing the Council shall not make personal, impertinent, unduly repetitive, slanderous or profane remarks to the Council, any member of the Council, City staff or the general public, nor utter loud, threatening, personal or abusive language, nor engage in any other conduct that disrupts, disturbs or otherwise unreasonably impedes the orderly conduct of the Council meeting. Any person who makes such remarks, who utters loud, threatening, personal or abusive language, who is unduly repetitious or engages in extended discussion of

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7 February 18, 2025City Council/Successor Agency to
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Financing Authority/Parking
Authority Concurrent
Meeting Agenda - - Revised
irrelevancies, or who engages in any disorderly conduct that disrupts, disturbs or otherwise unreasonably impedes the orderly conduct of any Council meeting shall, at the discretion of the presiding officer or a majority of the Council, be barred from further audience before the Council during that meeting. 3) ENFORCEMENT
The rules of decorum set forth above shall be enforced in the following manner:

Warning. The presiding officer shall request that a person who is breaching the rules of decorum be orderly and silent. If, after receiving a warning from the presiding officer, a person persists in disturbing the meeting, the presiding officer shall order him or her to leave the Council meeting. If such person does not remove himself or herself, the presiding officer may order any law enforcement officer who is on duty at the meeting to remove that person from the Council Chambers.
4) RULES PERTAINING TO SIGNS, OBJECTS, SYMBOLIC MATERIALS, AND FIRE SAFETY WITHIN THE

COUNCIL CHAMBERS DURING COUNCIL MEETINGS
A) Objects and symbolic materials such as signs which do not have sticks attached or otherwise create any fire or safety hazards will be allowed within the Council Chamber during Council meetings provided that they are not so large as to infringe upon the space of those in adjacent areas, and are no wider on their longest side than the audience chairs.

B) Persons with objects and symbolic materials such as signs must remain seated when displaying them except when making an oral presentation to the Council and must not raise them above shoulder level or otherwise use them to obstruct vision or passage or disturb the conduct of the Council meeting. Such materials may not be placed on or against the walls, doors or furniture or in the aisles.

C) Exits shall not be obstructed in any manner. Obstructions, including storage, shall not be placed in aisles or other exit ways. Hand carried items must be stored so that such items do not inhibit passage in aisles or other exit ways.

D) Exit ways shall not be used in any way that will present a hazardous condition.

E) Overcrowding and admittance of persons beyond the approved capacity of a place of assembly are prohibited.

F) The Fire Marshal may establish designated areas for media equipment. 5) PERSONS AUTHORIZED WITHIN RAIL
No person except City officials and City staff shall be permitted within the rail in front of the City Council dais without the express consent of the presiding officer.

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8 City of Stockton
Legislation Text
File #: 25-0172, Version: 1
PROCLAMATION: BLACK HISTORY MONTH
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9 City of Stockton
Legislation Text
File #: 25-0012, Version: 1

ADOPT RESOLUTION TO AUTHORIZE THE COLUMBUS PARK RENOVATIONS PROJECT

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the plans and specifications for the Columbus Park Renovations, Project No.

WP22041.

3. Award a Construction Contract in the amount of $2,345,000 to Stockbridge General Contracting, Inc. of Clovis, CA, for the Columbus Park Renovations, Project No. WP22041.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Summary
On March 11, 2021, a grant application for the Columbus Park Renovations project was submitted for Proposition 68 (2018 Parks Bond Act) funding. On December 8, 2021, the City was notified that our grant application was successful, and we were awarded $3,351,340 in Proposition 68 grant funding.

The Columbus Park Renovations project will provide a community garden, a playground and swing area, an Exeloo restroom, a picnic shelter, bioswales, public art, an adult fitness area, a full-size basketball court, Americans with Disabilities Act (ADA) pathway and lighting, and landscaping throughout the park.

Proposition 68 State grant funding guidelines require the City to partner with the Greater Valley Conservation Corps (GVCC) on the project. GVCC will provide labor to install site furnishings, landscaping, and other park amenities related to the project. It is recommended that Council adopt a resolution authorizing the City Manager to execute an Agreement with the San Joaquin County Office of Education dba GVCC in the amount of $106,606 to reimburse the GVCC for their work on the project.

On December 12, 2024, the City received six bids for this project. It is recommended that Council award a Construction Contract to the lowest responsible bidder, Stockbridge General Contracting, Inc., in the amount of $2,345,000. It is also recommended that Council adopt a resolution approving the plans and specifications for the project. Construction will begin in 2025 and is anticipated to be completed in spring 2026.

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DISCUSSION
Background
Columbus Park is a two-acre park located at 401 West Worth Street. Current amenities include a half basketball court and a few benches and tables (Attachment A). There are minimal activities and amenities to keep visitors of all ages active and engaged. A complete renovation of the park is needed to meet the needs of the neighborhood.

The Columbus Park Renovations project will provide a community garden, a playground and swing area, an Exeloo restroom, a picnic shelter, bioswales, public art, an adult fitness area, a full-size basketball court, ADA pathway and lighting, and landscaping throughout the park.

Proposition 68 (2018 Parks Bond Act), formally known as the “California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access for All Act of 2018”, was passed by voters on June 6, 2018. On November 17, 2020, by Resolution No. 2020-11-17-1404-02, Council authorized the City Manager to submit a grant application for the Columbus Park Renovations project for the request of Proposition 68 grant funds. The City was successful in competing for Proposition 68 grant funds and was awarded $3,351,340 for design and construction of the proposed park improvements.

On February 7, 2023, by Resolution No. 2023-02-07-1217, Council awarded a Professional Services Contract in the amount of $352,064 to Callander Associates for the design of the Columbus Park Renovations project. Callander Associates completed the design of park improvements in October 2024, including the filing of the project’s environmental document. The project is categorically exempt per the California Environmental Quality Act Guidelines and California Code of Regulations section 15301. Construction will begin in spring 2025 and is anticipated to be completed in spring 2026.

On July 26, 2016, Council adopted a Community Workforce and Training Agreement (CWTA). The CWTA became effective August 25, 2016, and applies to all Public Works projects over $1 million that are bid after that date. On July 16, 2019, by Motion No. 2019-07-16-1403, Council extended the CWTA term to August 25, 2024. On August 20, 2024, by Motion No. 2024-08-20-1203, Council extended the CWTA term to August 25, 2029. The CWTA was applied to this project as the estimated construction cost is over $1 million, and staff verified there are no funding restrictions.

Present Situation
On October 16, 2024, the Columbus Park Renovations, Project No. WP22041, was advertised for bids. On December 12, 2024, six bids were received with the following results:

COMPANY NAME BID AMOUNT
Stockbridge General Contracting, Inc. (Clovis, CA) $2,345,000 JPB Designs, Inc. (Orangevale, CA) $2,377,000
Suarez and Munoz Construction, Inc. (Hayward, CA) $2,434,400 City of Stockton Printed on 2/12/2025Page 2 of 3
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S & H Construction, Inc. (Fremont, CA) $2,598,000
CWS Construction Group (Novato, CA) $2,785,000
McGuire and Hester (Oakland, CA) $2,812,886
Engineer's Estimate $2,459,420
The requirements of Stockton Municipal Code (SMC) section 3.68.090, Local Business Preference, apply to this project. Application of the Local Business Preference has no effect on the bid order.

The requirements of SMC section 3.68.095, Local Employment Ordinance, also applies to this project.

The project is partially funded with Proposition 68 State grant funds. Proposition 68 funding guidelines require the City to partner with the California Conservation Corps or GVCC on the project.

The California Conservation Corps responded that they were not able to participate due to workload and resources. However, GVCC agreed to provide the necessary labor to meet the grant requirement. It is recommended that Council adopt a resolution authorizing the City Manager to execute an Agreement with the San Joaquin County Office of Education dba GVCC in the amount of $106,606 to reimburse GVCC for their work on the project.

The bid from Stockbridge General Contracting, Inc., the lowest responsible bidder, is regular in all respects and has the proper license to perform the work. It is recommended that Council adopt a resolution approving the plans and specifications for the project and award a Construction Contract to Stockbridge General Contracting, Inc. of Clovis, CA, in the amount of $2,345,000. The park will remain closed and fenced off during construction.

FINANCIAL SUMMARY
There is sufficient funding available in the Columbus Park Renovations, Project No. WP22041, to award an Agreement in the amount of $106,606 to GVCC and a Construction Contract in the amount of $2,345,000 to Stockbridge General Contracting, Inc. Remaining funding will be used for construction contingencies and project administrative costs.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended actions.

Attachment A - Vicinity Map
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12 VICINITY MAP

NOT TO SCALE

D CITYLIMIT

CJ COUNTY LIMIT
LEGEND

COLUMBUS PARK RENOVATIONS,
PROJECT NO. WP22041

CITY OF STOCKTON

DEPARTMENT OF PUBLIC WORKS
® PROJECT LOCATION

ATTACHMENT A
13 Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING THE PLANS AND SPECIFICATIONS, APPROVING AN

AGREEMENT, AND AWARDING A CONSTRUCTION CONTRACT FOR THE COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041

On December 12, 2024, the City Clerk of the City of Stockton opened, examined, and publicly declared the sealed proposals or bids offered for the Columbus Park Renovations, Project No. WP22041; and

Columbus Park is located at 401 West Worth Street and is approximately two acres. The project will provide a community garden, a playground and swing area, an Exeloo restroom, a picnic shelter, bioswale s, public art, an adult fitness area, a full-size basketball court, Americans with Disabilities Act pathway and lighting, and landscapin g throughout the park; and

Stockbridge General Contracting , Inc. is the lowest responsible bidder in the amount of $ 2,345,000.00, and its bid is responsive and regular in all respects ; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Council approves the plans and specifications for the Co lumbus Park Renovations, Project No. WP22041.

2. The City Council authorizes the City Manager to execute an Agreement between the City of Stockton and the San Joaquin County Office of Education dba Greater Valley Conservation Corps , in the amount of $106,606.00 , for the Columbus Park Renovations, Project No. W P22041, a copy of which is attached as Exhibit 1 as incorporated by this reference.

3. The City Council awards a Construction Contract between the City of Stockton and Stockbridge General Contracting , Inc. of Clovis, CA , in the amount of $2,345,000.00, for the Columbus Park Renovations, Project No. WP22041, and the City Manager is authorized and directed to execute same, a copy of which is attached as Exhibit 2 as incorporated by this reference.

//
//
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14 4. The City Manager is hereby authorized to take whatever actions ar e necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED February 18, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
15 Local Constr
uction Contract - GREATER VALLEY CONSERVATION CORPS – COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23)

AGREEMENT BETWEEN THE CITY OF STOCKTON AND

THE SAN JOAQUIN COUNTY OFFICE OF EDUCATION

DBA GREATER VALLEY CONSERVATION CORPS
This c ontr
act is made and entered into on _____________, by and between

SAN JOAQUIN COUNTY OFFICE OF EDUCATION DBA GREATER VALLEY CONSERVATION CORPS, with a business address at 2040 EAST FREMONT STREET, STOCKTON, CA 95205, hereinafter called "CONTRACTOR," and CITY OF STOCKTON, a municipal corporation, hereinafter called "CITY."

W I T N E S
S E T H:

WHEREA
S, plans and specifications for the construction of COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 , hereinafter called “PROJECT,” were regularly adopt ed b y Council Resolution No. _________________, on _________________; and
WHEREA
S, the contract for said work was regularly awarded to CONTRACTOR, by Council Resolution No. _________________, on ________________.

NOW, THERE
FORE, in consideration of the promises and of the mutual covenants herein contained, the parties hereto expressly agree as follows:

CONTRACTOR agrees:

1. SCOPE OF SERVICES. To do the work and furnish all the labor, materials, tools, equipment, and insurance required for the construction of PROJECT in accordance with the plans and specifications adopted on _____________, by Council Resolution No. _________________. The "contract documents," which include the bid documents, project plans, specifications, all letters of clarification, and the City of Stockton Standard Specifications and Plans, are incorporated into and made a part of this contract by this reference to the same extent as if fully set forth.

2. COMPENSATION. To do and perform the work contemplated hereby in a good and workmanlike manner and to furnish all labor, materials, tools , and equipment necessary therefor e at the prices specified in EXHIBIT A, attached hereto and by reference made a part hereof, under the direction of and to the complete satisfaction of the Director of Public Works of the City of Stockton. Total compensation for services and reimbursement for costs shall not exceed $106,606.00, or as otherwise mutually agreed to in a Contract Change Order.

3. INSURANCE. CONTRACTOR shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this contract, the policies of insurance specified in EXHIBIT B, which is attached to this contract and incorporated by this reference, and as provided in the “contract documents” including Section 7- 1.06 of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, by Council Resolution No. 2016-09-27-1213, effective September 27, 2016.

EXHIBIT 1
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16 Local Construction Contract - GREATER VALLEY CONSERVATION CORPS – COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23) adopted on September 27, 2016, by Council Resolution No. 2016-09-27-1213, effective September 27, 2016.

It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured.

Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured; whichever is greater.

The Additional Insured coverage under the CONTRACTOR’s policy shall be “primary and non-contributory” and will not seek contribution from the City of Stockton’s insurance or self-insurance and shall be at least as broad as ISO CG 20 01 04 13.

The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Stockton (if agreed to in a written contract or agreement) before the City of Stockton’s own insurance or self- insurance shall be called upon to protect it as a named insured.

All self-insured retentions (SIR) must be disclosed to the CITY’s Risk Management for approval and shall not reduce the limits of liability. Payment Bond in the amount of the self-insured retention (SIR) may be required.

Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the CITY.

The CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements.

Failure to exercise this right shall not constitute a waiver of right to exercise later.

CONTRACTOR shall maintain insurance as required by this contract to the fullest amount allowed by law and shall maintain insurance for a minimum of five years following the completion of this project. In the event contractor fails to obtain or maintain completed operations coverage as required by this agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by contractor.

CONTRACTOR agrees to include with all Subcontractors in their subcontract the same requirements and provisions of this agreement including the indemnity and insurance requirements to the extent they apply to the scope of the Subcontractor’s work.

Subcontractors hired by CONTRACTOR agree to be bound to CONTRACTOR and the CITY in the same manner and to the same extent as CONTRACTOR is bound to the CITY under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the CITY Contract Document Indemnity EXHIBIT 1
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17 Local C
onstruction Contract - GREATER VALLEY CONSERVATION CORPS – COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23) insurance, and the required endorsements included in the agreement prior to commencement of any work and contractor will provide proof of compliance to the City.

4. INDEMNITY AND HOLD HARMLESS. To the fullest extent permitted by law, Contractor shall hold harmless, defend, and indemnify City of Stockton and its officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.

5. STANDARD PLANS AND SPECIFICATIONS. The performance of said work and the furnishing of said materials shall be executed in accordance with Section 8-

1.04B of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, b y Council Resolution No. 2016- 09-27-1213, effective September 27, 2016, and the provisions of the issued project specifications.

The Di
rector of Public Works will furnish CONTRACTOR a weekly statement showing the number of days charged to the contract for the preceding week, the number of days specified for completion of the contract, and the number of days remaining to complete the contract. CONTRACTOR will be allowed one (1) week in which to file a written protest setting forth in what respects said weekly statement is incorrect, otherwise the statement shall be deemed to have been accepted by CONTRACTOR as correct.

6. WORKING DAYS. This work shall be diligently prosecuted to completion before the expiration of 180 WORKING DAYS beginning on the tenth calendar day after the date shown on the Notice to Proceed. It is agreed by the parties to the contract that in case all the work called for under the contract in all parts and requirements, is not finished or completed within the number of days as set forth, damage will be sustained by the CITY, and that it is and will be impracticable and extremely difficult to ascertain the actual damage which CITY will sustain in the event of and by reason of such delay; and it is therefore agreed that CONTRACTOR will pay to CITY the sum of TWO THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS ($ 2,800.00) per day for each and every calendar day's delay in finishing the work in excess of the number of days prescribed; and CONTRACTOR agrees to pay said liquidated damages as herein provided, and in case the same are not paid, agrees that CITY, may deduct the amount thereof from any monies due or that may become due CONTRACTOR under the contract.

It i
s further agreed that in case the work called for under the contract is not finished and completed in all parts and requirements within the number of days as specified, the CITY shall have the right to increase the number of days or not, as may seem best to serve the interest of CITY, and if the CITY decides to increase the said number of days, the CITY shall further have the right to charge to CONTRACTOR, CONTRACTOR's heirs, assigns or sureties, and to deduct from the final payment for the work, all or any part, as EXHIBIT 1
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18 Local Construction Contract - GREATER VALLEY CONSERVATION CORPS – COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23) CITY shall further have the right to charge to CONTRACTOR, CONTRACTOR's heirs, assigns or sureties, and to deduct from the final payment for the work, all or any part, as may be deemed proper, the liquidated damages as specified or the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the contract, and which accrue during the period of such extension, whichever is greater, except the cost of final surveys and preparation of final estimate shall not be included in such charges.

A working day shall not include, nor shall CONTRACTOR be assessed with liquidated damages nor the additional cost of engineering and inspection during any delay beyond the time named for the completion of the work caused by acts of God or of the public enemy, acts of CITY, fire, floods, epidemics, quarantine restrictions, strikes, and freight embargoes and subject to approval by the Director of Public Works, inability to get materials ordered by CONTRACTOR or subcontractor due to such causes provided that CONTRACTOR shall notify the Director of Public Works in writing of the causes of delay within five (5) working days from the beginning of any such delay, and the Director shall ascertain the facts and the extent of the delay, and Director's findings of the facts thereon shall be final and conclusive.

If CONTRACTOR is delayed by reason of alterations made in these specifications, or by any act of the Director of Public Works or of the CITY, not contemplated by the contract, the time of completion shall be extended proportionately, and CONTRACTOR shall be relieved during the period of such extension of any claim for liquidated damages, engineering or inspection charges or other penalties. CONTRACTOR shall have no claim for any other compensation for any such delay.

7. CONFORMANCE TO APPLICABLE LAWS. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

a. TITLE VI

Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d)
https://www.dol.gov/agencies/oasam/regulatory/statutes/title-vi-civil-rights- act-of-1964.

The City of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

EXHIBIT 1
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19 Local Construction Contract - GREATER VALLEY CONSERVATION CORPS – COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23) b. DISCRIMINATION AND HARASSMENT POLICY

The City of Stockton has a Discrimination and Harassment Policy (EXHIBIT C ). The purpose of this policy is to reaffirm the CITY’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace.

c. LABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE

The bidder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode= LAB&division=2.&title=&part=7.&chapter=1.&article=2.

d. PREVAILING WAGE

CONTRACTOR and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing wage and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. CONTRACTOR performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime CONTRACTOR and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.

i. The CONTRACTOR performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at https://www.dir.ca.gov/Public- Works/Prevailing-Wage.html. The CONTRACTOR shall be
responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.

ii. Should the CONTRACTOR choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the CONTRACTOR shall reimburse the CITY the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the EXHIBIT 1
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20 Local Construction Contract - GREATER VALLEY CONSERVATION CORPS – COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23) request of the CITY, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to CITY the sum of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by CONTRACTOR, or by any subcontractor under CONTRACTOR, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.

iii. The CONTRACTOR to whom the contract is awarded shall ensure that the prime and each subcontractor will in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention Contract Compliance Officer. It shall be the CONTRACTOR’S responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.

iv. The CONTRACTOR shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.

e. LOCAL EMPLOYMENT ORDINANCE

Pursuant to Stockton Municipal Code Section 3.68.095 the CONTRACTOR and all subcontractors shall make a good faith effort to employ at least 50 percent of the workforce on this project from local residents, as measured by total labor work hours. Failure of any CONTRACTOR or subcontractor to comply with these requirements shall be deemed a material breach of the contract or subcontract. CONTRACTORS and subcontractors shall maintain records necessary for monitoring their compliance with section

3.68.095.

f. SANCTIONS

Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

EXHIBIT 1
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21 Local Construction Contract - GREATER VALLEY CONSERVATION CORPS – COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23)

CITY agrees:

8. COMPENSATION. To pay CONTRACTOR for the work herein
contemplated in the following manner: Progress payments will be made on or about the first day of each calendar month, in such sum as shall make the aggregate of payment up to such day equal to ninety-five percent (95%) of the proportional contract price, upon the basis of the progress certificate of the Director of Public Works as to the amount of work done and the proportional amount of the contract price represented therefore; and all of the remaining part of the contract price not as aforesaid paid, shall be paid at the expiration of thirty-five (35) days from the completion of said work of construction and the certification by the Director of Public Works of such completion.

9. SECURITIES. Pursuant to Section 22300 of the Public Contract Code, CONTRACTOR will be permitted, at its request and sole expense, to substitute securities for any monies withheld by the CITY to ensure performance under the contract. Said securities will be deposited either with the CITY or with a State or federally chartered bank as escrow agent. Securities eligible for this substitution are those listed in Section 16430 of the California Government Code or bank or savings and loan certificates of deposit.

CONTRACTOR shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon.

10. CHANGE ORDERS. CITY reserves the right to make such alterations, deviations, additions to or omissions from the plans and specifications, including the right to increase or decrease the quantity of any item or portion of the work, as may be deemed by the Engineer to be necessary or advisable and to require such extra work as may be determined by the Engineer to be required for the proper completion or construction of the whole work contemplated.

Any such changes will be set forth in a contract change order which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A contract change order will not become effective until approved by the City Manager and/or the City Council.

Processing of change orders shall be in accordance with Section 4-1.05A of the City of Stockton Standard Specifications and Plans as adopted by Council on September 27, 2016, by Resolution No. 2016-09-27-1213, effective September 27, 2016, or as otherwise amended by Council. When the compensation for an item of work is subject to adjustment under the provisions of Standard Specifications and Plans, Section 4-1.05A, CONTRACTOR shall, upon request, promptly furnish the Engineer with adequate detailed cost data for such item of work.

11. AUDITS. CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under the contract. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance.

EXHIBIT 1
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22 CONTRACTO.R agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of the contract. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement.

CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under the contract.

12. WAIVER. It is expressly understood and agreed by and between the parties hereto that a waiver of any of the conditions of this contract shall not be considered a waiver of any of the other conditions thereof.

It is further understood and agreed by and between the parties hereto that time is of the essence of this contract in all respects.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals
the day and year first above written.

ATTEST: CITY:

KATHERINE ROLAND, CMC, CPMC

CITY CLERK
By: ____________ _
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:-------------

DEPUTY CITY ATTORNEY
By: -------------

WILL CREW

ACTING CITY MANAGER
�
By�J�

SAN JOAQUIN COUNTY

OFFICE OF EDUCATION

OBA GREATER VALLEY

CONSERVATION CORPS
Tax Identification No.

Local Construction Contract - GREATER VALLEY CONSERVATION CORPS - COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 (Updated 10/18/23)
PAGE 8 OF 28
EXHIBIT 1
23 COLUMBUS PARK IMPROVEMENTS PROJECT
(GREATER VALLEY CONSERVATION CORPS SCOPE)
Line item cost
s should include all Contractor’s overhead and profit and indirect costs.

1. Unit Prices for Removal of Trees and Tree Stumps, shall include full compensation for complete removal and proper disposal of trees and stumps with a diameter greater than 6- inches as indicated as “(E) TREE TO BE REMOVED…” or “(E) STUMP TO BE GROUND DOWN...” on the drawings, specified in the Special Provisions and as directed by the City

2. Unit Prices for Install Adult Fitness Equipment, Install Raised Planter Box, Install Raised ADA Planter box, shall include full compensation for furnishing all labor, tools, equipment and incidentals for installing the items, provided by the Contractor, complete in place, including concrete footings, fittings, and assembly appurtenant to its construction, as indicated on the drawings, specified in these Special Provisions and as directed by the City.

3. Unit Prices for Plant Tree – 24” Box, Plant Tree – 15 Gallon, shall include full compensation for furnishing all labor, tools, equipment and incidentals for planting the tree, provided by the Contractor, complete in place, and including planting pit preparation , fertilizing and amending backfill, backfilling and staking, as indicated on the drawings, specified in these Special Provisions and as directed by the City.

BASE BID
Item
# Item Description Unit Qty Unit
Price
Item
Cost
1 Remove tree stump - up to 36”
diameter
EA 1
2 Remove tree - up to 36” DBH EA 11
3 Remove tree - >36” diameter EA 1
4 Install Finess Equipment LS 1
5 Install Raised Planter Box EA 4
6 Install Raised ADA Planter Box EA 2
7 Plant Tree – 24” box EA 19
8 Plant Tree - 15 gallon EA 46

CONTRACT ITEMS

SUBTOTAL
$1,210 $1,210
$4,888 $53,768
$4,500 $4,500
$1,280 $1,280
$2,250 $9,000
$1,500 $3,000
$600 $11,400
$488 $22,448
$106,606

EXHIBIT A
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24 REV 2024-03-25
Insurance Requirements
(Columbus Park Renovations Project – WP22041)
Contractor shall procure and maintain for the duration of the contract, and for five (5) years thereafter, 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 the Contractor, his agents, representatives, employees, or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commerc
ial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $3,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile
Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $3,000,000 per accident for bodily injury and property damage.

3. Workers’ Co
mpensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Profess
ional Liability (if Design/Build), with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

5. Contra
ctors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

6. Surety Bo
nds as described below.

If the co
ntractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

EXHIBIT B
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Self -Insured Retentions

Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured.

The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City
of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

2. For
any claims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

EXHIBIT B
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26 REV 2024-03-25

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Claims Made Policies (Professional & Pollution only)
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is cancelled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Umbrella or Excess Policies
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City of Stockton.

EXHIBIT B
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Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contr
actor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid B
ond

2. Performance Bond

3. Payment Bond

4. Maintenance Bond

EXHIBIT B
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28 REV 2024-03-25
The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

Certi
ficate Holder Address
The a
ddress for mailing certificates, endorsements and notices shall be:

City
of Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202

EXHIBIT B
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29 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 1 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 I. PURPOSE
The purpose of this policy is to reaffirm the City's commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace. This policy defines prohibited behavior and conduct, and sets forth a procedure for reporting, investigating and resolving complaints of discrimination, harassment, in the workplace, including retaliation and hostile work environment.

II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state or federal law.

All such discrimination and harassment is unlawful and shall not be tolerated. In addition, under the federal Affordable Care Act (ACA), the City of Stockton prohibits discrimination and/or harassment, or retaliation against an employee who obtains coverage, receives a tax credit or subsidy through the Health Care "Market Place" or "Exchange."
B. It is an unlawful employment practice to discriminate against or to harass an unpaid intern or volunteer on the basis of any legally protected classification unless an exception applies, such as a bona fide occupational qualification.

C. The City will neither tolerate nor condone discrimination and/or harassment of employees by managers, supervisors, co-workers, or non-employees with whom City employees have a business service, or professional relationship.

D. All City employees and non-employees share a responsibility to assist in

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43 1
BOND

FOR FAITHFUL PERFORMANCE
KNO
W ALL MEN BY THESE PRESENTS:

That we, SAN JOAQUIN COUNTY OFFICE OF EDUCATION DBA GREATER VALLEY CONSERVATION CORPS, as Principal and
, a corporation, organized and existing under the
laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, as obligee, in the just and full sum of ONE HUNDRED SIX THOUSAND SIX HUNDRED SIX DOLLARS AND 00/100 DOLLARS ($106,606.00) , in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to the said CITY, the said Principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligation is such that the above-bounded Principal has simultaneously entered into a contract with the CITY, to do and perform the following work, to wit:

COLUMBUS PARK RENOVATIONS
PROJECT NO. WP22041
NOW, THEREFORE, if the above bounded Principal, CONTRACTOR, Company or
Corporation or its subcontractor shall well and truly perform the work contracted to be done under said contract, then this obligation to be null and void; otherwise, to remain in full force and effect.

and consent by said Surety is hereby given, and the said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEALED on

APPROVED AS TO SURETY: By:

PRINCIPAL

SURETY
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY

By:

ATTORNEY-IN-FACT
By:

DEPUTY CITY ATTORNEY

EXHIBIT 1
45 1

BOND FOR LABOR AND MATERIAL
KNOW ALL MEN BY THESE PRESENTS:

That we, SAN JOAQUIN COUNTY OFFICE OF EDUCATION DBA GREATER VALLEY CONSERVATION CORPS, as Principal and ____,
corporation, organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, and unto any and all material suppliers, persons, companies, or corporations furnishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the work contemplated to be executed or performed under the contract hereinafter mentioned, and all persons, companies, or corporations renting or hiring teams, or implements of machinery, for or contributing to said work and all persons who perform work or labor upon the same, and all persons who supply both work and materials, and whose claims have not been paid by the contractor, company or corporation in the just and full sum of ONE HUNDRED SIX THOUSAND SIX HUNDRED SIX DOLLARS AND 00/100 DOLLARS ($106,606.00), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to said CITY and to said persons jointly and severally, the said principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligations is such that the above bounden Principal has simultaneously entered into a contract of even date herewith, with the CITY, to do and perform the following work, to-wit:

COLUMBUS PARK RENOVATIONS
PROJECT NO. WP22041
NOW, THEREFORE, if the above bounden Principal, CONTRACTOR, Company or Corporation or its subcontractor, fail to pay for all materials, provisions, provender, or other supplies, or teams, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, the Surety on EXHIBIT 1
46 2
this bond will pay the same, in an amount not exceeding the sum specified in this bond, provided that any and all claims hereunder shall be filed and proceedings had in connection therewith as required by the provisions of Division 3, Part 4, Title 15, Chapter 5, Article 1 of the Civil Code of California, provided that in case suit is brought upon this bond, a reasonable attorney's fee shall be awarded by the Court to the prevailing party in said suit; said attorney's fee to be fixed as costs in said suit, and to be included in the judgment therein rendered.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY and no forbearance on the part of the said CITY shall operate to relieve any surety or sureties from liability on this bond, and consent to make such alterations without further notice to or consent by any such surety is hereby given, and the said sureties hereby waive the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEALED on .

APPROVED AS TO SURETY: By:

PRINCIPAL

SURETY
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY

By:

ATTORNEY-IN-FACT
By:

DEPUTY CITY ATTORNEY

EXHIBIT 1
47 Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)

CONSTRUCTION CONTRACT
This c ontr
act is made and entered into on _____________, by and between STOCKBRIDGE GENERAL CONTRACTING, INC. a STATE OF CALIFORNIA CORPORATION, with a business address at 2972 LARKIN AVENUE, CLOVIS, CALIFORNIA 93612, hereinafter called "CONTRACTOR," and CITY OF STOCKTON, a municipal corporation, hereinafter called "CITY."

W I T N E S
S E T H:

WHEREA
S, plans and specifications for the construction of COLUMBUS PARK RENOVATIONS, PROJECT NO. WP22041 , hereinafter called “PROJECT,” were regularly adopted b y Council Resolution No. __________________, on _________________; and
WHEREA
S, the contract for said work was regularly awarded to CONTRACTOR, by Council Resolution No. __________________, on ________________.

NOW, TH
EREFORE, in consideration of the promises and of the mutual covenants herein contained, the parties hereto expressly agree as follows:

CONTRACTOR agrees:

1. SCOPE OF SERVICES. To do the work and furnish all the labor, materials, tools, equipment, and insurance required for the construction of PROJECT in accordance with the plans and specifications adopted on _____________, by Council Resolution No. __________________ . The "contract documents ," which include the bid documents, project plans, specifications, all letters of clarification, and the City of Stockton Standard Specifications and Plans, are incorporated into and made a part of this contract by this reference to the same extent as if fully set forth.

2. COMPENSATION. To do and perform the work contemplated hereby in a good and workmanlike manner and to furnish all labor, materials, tools , and equipment necessary therefor e at the prices specified in EXHIBIT A , attached hereto and by reference made a part hereof, under the direction of and to the complete satisfaction of the Director of Public Works of the City of Stockton. Total compensation for services and reimbursement for costs shall not exceed $2,345,000.00, or as otherwise mutually agreed to in a Contract Change Order.

Page 1 of 49 ends

EXHIBIT 2
48 Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)
It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum i nsurance coverage requirements and/or limits shall be available to the Additional Insured.

Furthermor
e, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any i nsurance policy or proceeds available to the named Insured; whichever is greater.

The Additi
onal Insured coverage under the CONTRACTOR’s policy shall be “primary and non-contributory” and will not seek contribution from the City of Stockton’s insurance or self-insurance and shall be at least as broad as ISO CG 20 01 04 13.

The limit
s of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess i nsurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Stockton (if agreed to in a written contract or agreement) before the City of Stockton’s own insurance or self - insurance shall be called upon to protect it as a named insured.

All self-insur
ed retentions (SIR) must be disclosed to the CITY’s Risk Management for approval and shall not reduce the limits of liability. Payment Bond in the amount of the self-insured retention (SIR) may be required.

Policies
containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the CITY.

The CITY reser
ves the right to obtain a full certified copy of any i nsurance policy and endorsements.

Failure to
exercise this right shall not constitute a waiver of right to exercise later.

CONTRACTOR
shall maintain insurance as required by this contract to the fullest amount allowed by law and shall maintain insurance for a minimum of five years following the completion of this project. In the event contractor fails to obtain or maintain completed operations coverage as required by this agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by contractor.

CONTRACTOR
agrees to include with all Subcontractors in their subcontract the same requirements and provisions of this agreement including the indemnity and insurance requirements to the extent they apply to the scope of the Subcontractor’s work.

Subcontractors hired by CONTRACTOR agree to be bound to CONTRACTOR and the CITY in the same manner and to the same extent as CONTRACTOR is bound to the CITY under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the CITY Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General CONTRACTOR shall require all sub-contractors to provide a valid certificate of

Page 2 of 49 ends

EXHIBIT 2
49 Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)
insurance and the required endorsements included in the agreement prior to commencement of any work and contractor will provide proof of compliance to the City.

4. INDEMN
ITY AND HOLD HARMLESS. To the fulles t extent permitted by law, Contractor shall hold harmless, defend, and indemnify City of Stockton and its officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.

5. STANDARD PLANS
AND SPECIFICATIONS. The performa nce of said
work and the furnishing of said materials shall be executed in accordance with Section 8-1.04B of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, b y Council Resolution No. 2016- 09-27-1213, effective September 27, 2016, and the provisions of the issued project specifications.

The Director
of Public Works will furnish CONTRACTOR a weekly statement showing the number of days charged to the contract for the preceding week, the number of days specified for completion of the contract, and the number of days remaining to complete the contract. CONTRACTOR will be allowed one (1) week in which to file a written protest setting forth in what respects said weekly statement is incorrect, otherwise the statement shall be deemed to have been accepted by CONTRACTOR as correct.

6. WORKING DAY
S. This work shall be diligently prosecuted to completion before the expiration of 180 WORKING DAYS beginning on the tenth calendar day after the date shown on the Notice to Proceed. It is agreed by the parties to the contract that in case all the work called for under the contract in all parts and requirements, is not finished or completed within the number of days as set forth, damage will be sustained by the CITY, and that it is and will be impracticable and extremely difficult to ascertain the actual damage which CITY will sustain in the event of and by reason of such delay; and it is therefore agreed that CONTRACTOR will pay to CITY the sum of FIVE THOUSAND TWO HUNDRED AND NO/100 DOLLARS ($5,200) per day for each and every calendar day's delay in finishing the work in excess of the number of days prescribed; and CONTRACTOR agrees to pay said liquidated damages as herein provided, and in case the same are not paid, agrees that CITY, may deduct the amount thereof from any monies due or that may become due CONTRACTOR under the contract.

Page 3 of 49 ends

EXHIBIT 2
50 Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)
assigns or sureties, and to deduct from the final payment for the work, all or any part, as may be deemed proper, the liquidated damages as specified or the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the contract, and which accrue during the period of such extension, whichever is greater, except the cost of final surveys and preparation of final estimate shall not be included in such charges.

A working day
shall not include, nor shall CONTRACTOR be assessed with liquidated damages nor the additional cost of engineering and inspection during any delay beyond the time named for the completion of the work caused by acts of God or of the public enemy, acts of CITY, fire, floods, epidemics, quarantine restrictions, strikes, and freight embargoes and subject to approval by the Director of Public Works , inability to get materials ordered by CONTRACTOR or subcontractor due to such causes provided that CONTRACTOR shall notify the Director of Public Works in writing of the causes of delay within five (5) working days from the beginning of any such delay, and the Director shall ascertain the facts and the extent of the delay, and Director's findings of the facts thereon shall be final and conclusive.

If CONT
RACTOR is delayed by reason of alterations made in these specifications, or by any act of the Director of Public Works or of the CITY, not contemplated by the contract, the time of completion shall be extended proportionately and CONTRACTOR shall be relieved during the period of such extension of any claim for liquidated damages, engineering or inspection charges or other penalties. CONTRACTOR shall have no claim for any other compensation for any such delay.

7. CONFORMANCE
TO APPLICABLE LAWS . Contractor shall comply with
all applicable Federal, State, and Municipal laws, rules and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
a. TITLE VI
Title VI
of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d)
http://www.dol.gov/oasam/regs/statutes/titlevi.htm.

The City o
f Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source. b. DISCRIMINATION AND HARASSMENT POLICY
The City of
Stockton has a Discrimination and Harassment Policy
(EXHIBIT C ). The purpose of this policy is to reaffirm the CITY’s

Page 4 of 49 ends

EXHIBIT 2
51 Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)
commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. LABOR STAN

DAR DS PROVISIONS/CALIFORNIA LABOR CODE
The bidder s
hall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode= LAB&division=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAILIN

G W AGE
CONTR
ACTOR and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. CONTRACTOR performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime CONTRACTOR and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.
i. The CON
TRACTOR performing the work shall be responsible for
obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf.

The CONTRACTOR shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.
ii. Should th
e CONTRACTOR choose to work on a Saturday, Sunday or
on a holiday recognized by the Labor Unions, the CONTRACTOR shall reimburse the CITY the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the CITY, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to

Page 5 of 49 ends

EXHIBIT 2
52 Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)
CITY the sum of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by CONTRACTOR, or by any subcontractor under CONTRACTOR, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iii. The CON
TRACTOR to whom the contract is awarded shall ensure that the prime and each subcontractor will in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention Contract Compliance Officer. It shall be the CONTRACTOR’S responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. The CONT
RACTOR shall comply with the provisions established in
Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job. e. LOCAL E

MP LOYMENT ORDINANCE
Pursuant
to Stockton Municipal Code Section 3.68.095 the CONTRACTOR and all subcontractors shall make a good faith effort to employ at least 50 percent of the workforce on this project from local residents, as measured by total labor work hours. Failure of any CONTRACTOR or subcontractor to comply with these requirements shall be deemed a material breach of the contract or subcontract. CONTRACTORS and subcontractors shall maintain records necessary for monitoring their compliance with section

3.68.095.
f. COMMUNIT

Y W ORKFORCE TRAINING AGREEMENT
Pursuant
to the implementation of the Community Workforce Training Agreement (CWTA) adopted by the City Council on July 26, 2016, the successful bidder shall be required to comply with the provisions of CWTA. For any project subject to this Agreement, the Local Hire, Priority Apprentice and Workforce Development Program requirements shall apply in lieu of the requirements of Stockton Municipal Code Section 3.68.095 and

Page 6 of 49 ends

EXHIBIT 2
53 Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)
no separate compliance with Section 3.68.095 will be required of the Contractors/Employers working on the project (EXHIBIT D). g. SANCTIONS
Deliv
erables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

CITY
agrees:

8. COMP
ENSATION. To pay CO NTRACTOR for the work herein
contemplated in the following manner: Progress payments will be made on or about the first day of each calendar month, in such sum as shall make the aggregate of payment up to such day equal to ninety-five percent (95%) of the proportional contract price, upon the basis of the progress certificate of the Director of Public Works as to the amount of work done and the proportional amount of the contract price represented therefor e; and all of the remaining part of the contract price not as aforesaid paid, shall be paid at the expiration of thirty-five (35) days from the completion of said work of construction and the certification by the Director of Public Works of such completion.

9. SECURIT
IE S. Pursuant to Section 22300 of the Public Contract Code, CONTRACTOR will be permitted, at its request and sole expense, to substitute securities for any monies withheld by the CITY to ensure performance under the contract. Said securities will be deposited either with the CITY or with a State or federally chartered bank as escrow agent. Securities eligible for this substitution are those listed in Section 16430 of the California Government Code or bank or savings and loan certificates of depos it.

CONTRACTOR shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon.

10. CHANGE O
RDERS. C ITY reserves the right to make such alterations, deviations, additions to or omissions from the plans and specifications, including the right to increase or decrease the quantity of any item or portion of the work, as may be deemed by the Engineer to be necessary or advisable and to require such extra work as may be determined by the Engineer to be required for the proper completion or construction of the whole work contemplated.

Any such
changes will be set forth in a contract change order which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A contract change order wi ll not become effective until approved by the City Manager and/or the City Council.

Page 7 of 49 ends

EXHIBIT 2
54 amended by Council. When the compensation for an item of work is subject to adjustment under the provisions of Standard Specifications and Plans, Section 4-1.05A, CONTRACTOR shall, upon request, promptly furnish the Engineer with adequate detailed cost data for such item of work.

CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of the contract. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement.

CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under the contract.

It is further understood and agreed by and between the parties hereto that time is of the essence of this contract in all respects.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals the day and year first above written.

CITY:

By: ____________ _

WILL CREW

ACTING CITY MANAGER
__By: � ' •••• -
ATTEST:

KATHERINE ROLAND, CMC, CPMC

CITY CLERK
By: __________
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:-------------

DEPUTY CITY ATTORNEY

STOCKBRIDGE GENERAL
CONTRACTING, INC.
45-3138551
Tax Identification No.

Local Construction Contract - Stockbridge General Contracting, Inc. - Columbus Park Renovation, Project No. WP22041 (Updated 10/18/23)

Page 8 of 49 ends

EXHIBIT 2
By: ____________ _
55 COLUMBUS PARK RENOVATIONS
PROJECT NO. WP22041

BID DING SCHEDULE
Each bidder shall bid each item, including all alternate bid(s). Failure to bid an item shall be just cause for considering the bid as non-responsive. Line item costs should include all Contractor's overhead and profit and indirect costs. Bids not presented on City forms shall be cause for considering the bid as non-responsive.

The basis of contract award will be the lowest responsive bidder for the Base Bid.

BASE BID
Item Description Unit Quantity Total Price
BASE BID: All base bid items and work
1 shown on the plans and indicated in the
specifications for the Columbus Park LS 1 $ 21 '5· 4S1 ooo Renovations Project.

TOTAL BASE BID 0o fof,1/,'@"' ·Thr<.., l4Dvioll"e..<>< U)urly Bid Forms
cF,•ve. ·[email protected]
BIDDER'S NAME Stockbridge General Contracting, Inc.

Page
4 of 12 Last Revised 12/31/20

EXHIBIT A

Page 9 of 49 ends

EXHIBIT 2
56 REV 2024-03
-25
Insurance Requirements
(Construction Contracts)
Contractor shall procure and maintain for the duration of the contract, and for five (5) years thereafter, insurance against claims for injuries to persons or damages to prop
erty which may aris e from or in connec tion with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercia
l General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $3,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Lia
bility: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Comp
ensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Contract
ors Pollution Liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $1,000,000 aggregate per policy period of one year.

5. Surety Bon
ds as described below.

If the cont
ractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

Self -Insured Retentions

EXHIBIT B

Page 10 of 49 ends

EXHIBIT 2
57 REV 2024-03-25
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured.

Other Ins
urance Provisions
The insur
ance policies are to contain, or be endorsed to contain, the following provisions:

1. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor.

2. For any c
laims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

EXHIBIT B

Page 11 of 49 ends

EXHIBIT 2
58 REV 2024-03-25

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Claims Mad
e Policies (Professional & Pollution only)
If any coverage required is written on a claims-made coverage form:

1. The retro
active date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance
must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If covera
ge is cancelled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy o
f the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the se
rvices involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

EXHIBIT B

Page 12 of 49 ends

EXHIBIT 2
59 REV 2024-03-25
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

Verification of Coverage
Contract
or shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid Bond

2. Pe
rformance Bond

3. Payment Bond

4. Maintenance Bond

EXHIBIT B

Page 13 of 49 ends

EXHIBIT 2
60 REV 2024-03-25
The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Certific
ate Holder Address
The addr
ess for mailing certificates, endorsements and notices shall be:

City of
Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202

EXHIBIT B

Page 14 of 49 ends

EXHIBIT 2
61 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 1 of 14
DISCRIMINATION AND Effective Date: Revised From:

II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans
status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state or federal law.

D. All City employees and non-employees share a responsibility to assist in

EXHIBIT C

Page 15 of 49 ends

EXHIBIT 2
62 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 2 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 maintaining an employment environment free of discrimination and harassment. This policy applies to all aspects of City employment, including, but not limited to, hiring, reassignment, placement, promotion, employment action, disciplinary action, layoff, reemployment, transfer, leave of absence, compensation and benefits, training; or other terms of treatment of that person in an unpaid internship, or another limited duration program to provide unpaid work experience for that person, or the harassment of an unpaid intern or volunteer.

E. All allegations of discrimination and/or harassment shall be investigated immediately by the City, in accordance with this policy. If it is determined that any prohibited activity has occurred, remedial action shall be taken. Such action may include discipline up to and including discharge. In addition, under applicable law, individual supervisors and employees may be subject to personal liability and/or punitive damages in any litigation arising as a result of such conduct.

F. All new hires shall attend harassment awareness training, and supervisors and managers shall attend harassment awareness and prevention training for supervisors every two years.

G. The City of Stockton prohibits retaliation against any employee or non employee by another employee, non-employee, supervisor, or manager for reporting, filing, testifying, assisting or participating in any manner in any investigation, proceeding, or hearing conducted by the employer or a federal or state enforcement agency.

H. This policy applies to all officials, employees, volunteers, unpaid interns,
agents, or contractors of the City.

I. This policy shall be administered by the Director of Human Resources.

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63 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 3 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment m the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 Ill. DEFINITION AND EXAMPLES OF DISCRIMINATION AND HARASSMENT A. "Discrimination," as used in this policy, is any action, behavior, practice, or process that is intended to deny, or results in the denial of, employment rights, privileges, or benefits because of a person's race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor
activity, or any other prohibition identified under state and federal law. The following are examples of conduct that may constitute discrimination:

1. Soliciting applications from a source where all or most of potential workers are of the same race or color.

2. Considering a person's gender as the basis for differences in pay, work assignments, performance evaluations, training, discipline, or any other area of employment; and

3. Questioning a job applicant about the existence, nature and severity of a disability.

B. "Harassment," as used in this policy, consists of any conduct affecting another person because of his or her race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute identified under state and federal law when such conduct has the purpose or the effect of: (1) creating an intimidating, hostile or offensive work environment; (2) unreasonably interfering with the employee's or non-employee's work performance; or (3)

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64 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 4 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 otherwise adversely affecting an employee's or non-employee's employment opportunities.

Harassment may take many forms, including, but not limited to, the following examples:

1. Verbal Harassment: Epithets, derogatory and offensive comments or slurs based on race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

2. Physical Harassment: Assault, impeding or blocking movement that results in the physical interference with normal work or movement on the basis of race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

3. Visual Harassment: The displaying of posters, photography, notices, bulletins, e-mails, cartoons or drawings with derogatory and offensive content based on race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any
other category or attribute identified under state and federal law.

C. "Sexual harassment," as used in this policy, is a subcategory of harassment, and is specifically defined by law as unwanted sexual advances, requests for sexual favors or visual, verbal or physical conduct of a sexual nature when:

1. Submission to such conduct is made a term or condition of employment; or

2. Submission to or rejection of such conduct is used as a basis for employment decisions affecting the individual; or

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65 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 5 of 14

DISCRIMINATION AND

3. Such conduct has the purpose or effect of unreasonably interfering with an employee's or non-employee's work performance or creating an intimidating, hostile or offensive
working environment because of
the persistent, severe or pervasive nature of the conduct.

Examples of Sexual Harassment include, but are not limited to the following:
a. Unwelcome sexual overtures or propositions.
b. Offering employment benefits or status in exchange for sexual favors.
c. Making or threatening retaliation after a negative response to sexual advances.
d. Visual conduct such as leering, making sexual gestures, displaying sexually suggestive objects or pictures, cartoons, calendars or posters.
e. Verbal conduct such as using epithets or slurs, telling sexually explicit jokes, or making derogatory or suggestive comments about a person's body or dress.
f. Written communications of a sexual nature distributed in hard copy, soft copy or via a computer network.
g. Verbal abuse of a sexual nature, graphic verbal commentary about an individual's body, sexually degrading words to describe an individual, suggestive or obscene letters, notes or invitations.
h. Physical conduct such as touching, assaulting, impeding or blocking movements.

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66 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 6 of 14
DISCRIMINATION AND Effective Date:

HARASSMENT POLICY
Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95. 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 i. Retaliation for making harassment reports or threatening to report harassment.

D. Affordable Care Act (ACA) Anti-Retaliation
Pursuant to section §1558 of the Affordable Care Act, the City prohibits discrimination or retaliation towards any employee who:

1. Receives a health insurance tax credit or subsidy through the Health Care "Marketplace" or "Exchange", by which can trigger a penalty payable by the employer;

2. Reports potential violations of protections afforded under Title I of the Act, which provides guaranteed availability
protections among other
things;

3. Testifies in a proceeding concerning such violation;

4. Assists or participates in a proceeding concerning a violation; or

5. Objects to, or refuses to participate in, any activity, policy, practice, or assigned task that the employee reasonably believes to be in violation of any provision of the Title I of the Act.

An employee who believes that he or she has been discharged or otherwise discriminated against in violation of section §1558 of the Affordable Care Act may seek relief in accordance with the procedures, notifications, burdens of proof, remedies, and statutes of limitation set forth in section 2087(b) of title 15, United States Code.

IV. REPORTING AND COMPLAINT PROCEDURES
A. Immediate Action Required
The City's reporting and complaint procedures provide for an immediate, thorough and objective investigation of discrimination or harassment claims, appropriate disciplinary action taken against any person found to have engaged in prohibited behavior, and appropriate alternative remedies to any

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67 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 7 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 employee or non-employee subject to discrimination or harassment. To accomplish this, such incidents must be reported immediately to a supervisor or manager.

1. Employee's and Non-Employee's Responsibilities when Subjected to Discrimination and/or Harassment
a. Employees or non-employees who believe they have been subjected to discrimination or harassment, or are aware of discrimination or harassment against others, shall report the situation immediately to his/her supervisor or manager, except as specified in subsection (b),
below. Employees and non
employees shall report any such incidents occurring in the workplace, whether committed by coworkers, supervisors or managers, or third persons doing business with the City, such as customers or vendors, or other non-employees. If
comfortable doing so, an employee or non-employee who has a complaint of discrimination or harassment is encouraged to directly inform the person(s) engaging in the behavior that such conduct is offensive and insist the behavior to stop.
b. Employees and non-employees must immediately contact a supervisor or manager to register a complaint of discrimination or harassment, unless that supervisor or manager is the individual engaging in the unwanted behavior. In that case, the employee or non-employee may contact someone at the next supervisory level. If the employee or non-employee feels uncomfortable dealing directly with his or her immediate supervisor or manager, he or she may contact the department head, or the Director of Human Resources (or either of their designees) to register a complaint of discrimination or harassment.
c. Employees and non-employees may file a formal complaint of harassment or discrimination with their department head or

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EXHIBIT 2
68 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 8 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment In the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 with Human Resources. To assist the City in conducting a thorough investigation, complaints shall be submitted in writing and shall include specific details of the incident(s), the names of the individuals
involved, the names of any witnesses, and
any documentary evidence (notes, pictures, cartoons, etc.) that will corroborate the allegations.
d. Employees and non-employees shall immediately report any retaliation to a supervisor, manager, department head or Director of Human Resources (or designee). All retaliation complaints shall be immediately, objectively and thoroughly investigated in accordance with the investigation procedures.

If a report of retaliation is substantiated, appropriate disciplinary action, up to and including discharge shall be taken.

2. Supervisor's or Manager's Responsibilities to Eliminate Discrimination and/or Harassment
a. A supervisor or manager is responsible for enforcing the City's discrimination and harassment policy. Supervisors or
managers must ensure that all employees and non-employees are aware of the City's policy through open discussion of the policy at staff meetings and by posting the policy in a conspicuous location accessible to all staff members.
b. A supervisor or manager shall be cognizant of employees' and non-employees' behavior and shall not permit any employee or non-employee under their supervision to be subjected to or engage in any conduct prohibited by this policy.
c. A supervisor or manager who observes conduct prohibited by this policy shall immediately direct the employee or non employee to cease the conduct.

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EXHIBIT 2
69 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 9 of 14
DISCRIMINATION AND Revised From:

HARASSMENT POLICY
Effective Date:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative
Procedures) revised from 2/15/93
d. A supervisor or manager who receives a complaint of
prohibited conduct is required to take the complaint seriously, and report the matter immediately to the department head; be supportive of the complainant; ensure there is no retaliation against the complainant; conduct an internal fact-finding review into the allegations; obtain as much detailed information as possible; thoroughly document the findings; communicate in written form to the parties the resolution of the complaint; and report to and consult with the Human Resources Department promptly, without delay.

B. Confidentiality. The City will make every effort to protect the privacy and confidentiality of all parties involved, as well as any information and/or documentation obtained, to the extent possible consistent with a thorough investigation.

C. Penalty for Non-Compliance. The City shall take disciplinary action, up to and including discharge, against any supervisor or manager who fails in his/her responsibility to take immediate action in response to an employee's or non-employee's complaint of discrimination or harassment. Further, such disciplinary action shall be taken against a supervisor or manager who fails to stop discriminatory or harassing conduct committed in his/her presence or to stop such conduct about which the supervisor or manager has knowledge.

V. INVESTIGATION PROCEDURES
A. Determination of Responsibility for Investigation
If a formal complaint is filed with the department head or the Director of Human Resources (or either of their designees), the department head and the Director of Human Resources shall consult with one another to determine whether the department or Human Resources shall conduct the fact-finding investigation into the allegations. Either the department head or the Director of Human Resources (or either of their designees), depending on who is

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EXHIBIT 2
70 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No.10 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment In the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 responsible for the investigation, shall issue written notification to the complainant and alleged harasser(s). The notification shall specify the nature of the complaint, and inform the parties that an investigation into the allegations of discrimination and/or harassment shall be conducted.

Investigative Guidelines
The investigation shall include the following steps taken in the order best suited to the circumstances:

1. Identify and preserve the evidence.

2. Confirm the name and position of the complainant. Interview the complainant.

3. Allow the complainant the opportunity to place the complaint in writing.

4. Obtain the identity of the alleged harasser(s).

5. Obtain as many details as possible regarding the incident(s) that prompted the complaint, including the number of occurrences, dates, times, locations, and witnesses (if applicable).

6. Ascertain how the complainant felt about the alleged incident when it
occurred; complainant's response(s) to the alleged behavior; and witness statements (if applicable).

7. Ascertain if any threats or promises were made in connection with the alleged harassment.

8. Ascertain if the complainant knows of or suspects that there are other victims of harassment by the same person(s).

9. Ascertain whether the complainant has spoken to anyone, especially

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71 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 11 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment m the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 supervisors, about the harassment.

10. Ascertain what resolution would be acceptable to the complainant.

11. Interview the alleged harasser to get his or her side of the story, including any possible motivation for a false allegation.

12. Interview witnesses who were identified by the complainant regarding the alleged harasser or other persons identified during the investigation.

13. Interview witnesses who were identified by the alleged harasser or other persons identified during the investigation.

14. Advise all participants that the investigation is "confidential" and not to engage in any retaliatory conduct, as such conduct is subject to disciplinary action up to and including discharge. Confidentiality will be maintained to the extent possible. An individual who is interviewed during the course of an investigation is prohibited from discussing the substance of the interview, except as otherwise directed by a supervisor or the Director of Human Resources. Any individual who discusses the content of an investigatory interview will be subject to discipline or other appropriate sanction.

15. Conduct follow-up interviews, if warranted.

16. Prepare report of findings and discuss with management and designated legal staff.

VI. RESPONDING TO THE COMPLAINT
A. Following the completion of the fact-finding investigation, either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation, shall

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72 Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No.12 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 make a report of findings, along with a recommendation regarding the appropriate remedial action to be taken, if warranted. The recommendation shall be made after reviewing the findings of the investigation, giving consideration to all factual information, the nature of the alleged conduct, and the totality of the circumstances. If the investigation was conducted by the Director of Human Resources, or designee, the Director, or designee, shall confer with the affected department head and both shall concur on the remedial action to be taken, if any. If the investigation was conducted by the department head, the
department head shall confer with the Director of
Human Resources prior to making the report of findings and both shall concur on the remedial action to be taken, if any.

B. If either the department head or the Director of Human Resources does not concur with the findings and recommendation of the other, the City Attorney (or designee) shall review and resolve the matter in dispute.

C. Report of findings and recommendation shall be treated as a confidential document and no other distribution shall be made without first consulting with the City Attorney's Office. A completed investigation report will not be disclosed, except as it is deemed necessary to support a disciplinary action, to take remedial action, to defend the City in adversarial proceedings, or to comply with the law or court order.

D. Either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation shall provide a written response to the complainant and the person alleged to have committed the misconduct, discrimination and/or harassment. The response shall include a copy of the City's discrimination and harassment policy and a memorandum indicating the City's determination as to whether the complaint is:

1. Unsustained: The investigation failed to disclose sufficient evidence to substantiate the allegation(s).

2. Unfounded: The investigation proved that the act(s) or omission(s)

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73 CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page No. 13 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09

3. 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 complained of did not occur. The finding also applies when the individual employee(s) named in the complaint were not involved in the act(s) or omission(s) alleged.

Sustained: The investigation disclosed sufficient evidence to substantiate the allegation(s) made in the complaint; appropriate action will be taken.

E. Details
regarding any specific fact-findings or disciplinary action to be taken will not be communicated to the complainant. The City Attorney shall review the response for legal sufficiency before dissemination.

F. The City shall close and retain the investigation file, in accordance with applicable laws, regulations, and City policy regarding retention of City records.

VII. DISCIPLINE
Disciplinary action imposed as a result of any investigation conducted pursuant to this policy shall be commensurate with the severity of the offense, up to and including discharge, even for a first offense.

VIII. ALTERNATIVE REMEDIES
If upon exhausting all internal remedies to file, investigate, and respond to a charges of discrimination/harassment, pursuant to title VII of the Federal Civil Rights Act of 1964 (42 U.S.C §§ 2000e et seq.), any person has a right to file a charge of discrimination/harassment with the Equal Employment Opportunity Commission ("EEOC"). In addition, pursuant to the California Fair Employment and Housing Act (Gov. Code §§ 12900 - 12996.) a person may also file a complaint of discrimination/harassment with the California Department of Fair Employment and Housing ("DFEH"). Employees or non-employees who believe that they have been subjected to discrimination/harassment may file a complaint with either of these

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74 CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page No. 14 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 agencies. Both the EEOC and DFEH serve as neutral fact-finders and attempt to assist parties in resolving disputes voluntarily.

IX. COMMUNICATION OF POLICY
This policy shall be provided to all managers, supervisors, employees, volunteers, unpaid interns, agents or contractors of the City and shall be posted in the appropriate places. All employees shall participate in City approved harassment
awareness training as directed by management or Human Resources; and all supervisors, as required by law, shall participate in City approved interactive harassment awareness training and education sessions at least once every two years, or as otherwise specified by law.

APPROVED:
c:r��SON

CITY MANAGER
::ODMA\GRPWISE\COS.PER.PER_Library:96180.1

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95 Attachment A
Addggdum,A

CITY OF STOCKTON COMMUNITY WORKFORCE AND TRAINING AGREEMENT

AGREEMENT TO BE BOUND
The undersigned, as a Contractor or Subcontractor, including construction material trucking company/entity, (CONTRACTOR) on the City of Stockton Project, (hereinafter PROJECT), for and in consideration of the award to it ofa contract to perform work on said PROJECT, and in further consideration of the mutual promises made in this Community Workforce and Training Agreement (hereinafter AGREEMENT), a copy of which was received and is acknowledged, hereby:
(1) Accepts and agrees to be bound by the terms and conditions of the AGREEMENT for this Project, together with any and all amendments and supplements now existing or which are later made thereto:
(2) The CONTRACTOR agrees to be bound by the legally established local trust agreements designated in the applicable Schedule A as set forth in Article IV of this AGREEMENT.
(3) The CONTRACTOR authorizes the parties to such local trust agreements to appoint trustees and successor trustees to administer the trust funds and hereby ratifies and accepts the trustees so appointed as if made by the CONTRACTOR; (4) Certifies that it has no commitments or agreements which would preclude its full and complete compliance with the terms and conditions of said AGREEMENT. (5) Agrees to secure from any CONTRACTOR(S) (as defined in said AGREEMENT) which is or becomes a subcontractor ( of any tier) to it, a duly executed Agreement to be Bound in form identical to this document.
(6) This Agreement to be Bound constitutes a subscription agreement to the extent of its terms. However, the undersigned agrees to execute a separate Subscription Agreement(s) or contributing employer agreement for Trust Funds when such Trust Fund(s) requires such document(s).

Date: 1/31/2025 Stockbridge General Contracting, Inc.

Name of Contractor
(Authoriz'
Guy Stockb,"'1,1:llliJ..�""""'
967612
CSLB # or Motor Carrier Pennit
3238-017.Jj
20

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EXHIBIT D
96 BOND FOR FAITHFUL PERFORMANCE

KNOW ALL MEN
BY THESE PRESENTS:

That we, STOCKBRIDGE GENERAL CONTRACTING, INC. , a STATE OF CALIFORNIA CORPORATION, as Principal and ___, a
corporation, organized and existing under the laws of the State of California and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, as obligee, in the just and full sum of TWO MILLION THREE HUNDRED FORTY -FIVE THOUSAND AND NO/100 DOLLARS ($2,345,000.00), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to the said CITY, the said Principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligation is such that the above bounded Principal has simultaneously entered into a contract with the CITY, to do and perform the following work, to wit:

COLUMBUS PARK RENO

VATIONS
PROJECT NO. WP22041

NOW, THER
EFORE, if the above bounded Principal, CONTRACTOR, Company or
Corporation or
its subcontractor, shall well and t ruly perform the work co ntracted to be done under said contract, then this obligation to be null and void; otherwise to remain in full force and effect.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract, or in said plans or specifications agreed to between the said CONTRACTOR and the said
CITY, and no forbearance
on the part of the said CITY shall operate to relieve any Surety or Sureties from liability on this bond,
1 EXHIBIT 2
97 2
and consent by said Surety is hereby given, and the said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEAL
ED on

APPROVED AS TO SUR
ETY: By:

PRINCIPAL
SURETY

APPROVED AS TO
FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:

ATTORNEY-IN-FACT
By:

DEPUTY CITY ATTORNEY
EXHIBIT 2
98 EXHIBIT 2
1 BOND FOR LABOR AND MATERIAL
KNOW ALL MEN BY THESE PRESENTS:

That we, STOCKBRIDGE GENERAL CONTRACTING, INC. , a STATE OF CALIFORNIA CORPORATION, as Principal and ,
corporation, organized and existing under the laws of the State of California and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, and unto any and all material suppliers, persons, companies, or corporations furnishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the work contemplated to be executed or performed under the contract hereinafter mentioned, and all persons, companies, or corporations renting or hiring teams, or implements of machinery, for or contributing to said work and all persons who perform work or labor upon the same, and all persons who supply both work and materials, and whose claims have not been paid by the contractor, company or corporation in the just and full sum of TWO MILLION THREE HUNDRED FORTY-FIVE THOUSAND AND NO/100 DOLLARS ($2,345,000.00), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to said C ITY and to said persons jointly and severally, the said principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

COLUMBUS PARK RENOVATIONS
PROJECT NO. WP22041
NOW, THEREFORE, if the above bounden Principal, CONTRACTOR, Company or Corporation or its subcontractor, fail to pay for all materials, provisions, provender, or other supplies, or teams, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, the Surety on 99 2
this bond will pay the same, in an amount not exceeding the sum specified in this bond, provided that any and all claims hereunder shall be filed and proceedings had in connection therewith as required by the provisions of Division 3, Part 4, Title 15, Chapter 5, Article 1 of the Civil Code of California, provided that in case suit is brought upon this bond, a reasonable attorney's fee shall be awarded by the Court to the prevailing party in said suit; said attorney's fee to be fixed as costs in said suit, and to be included in the judgment therein rendered.

SIGNED AND SEA
LED on .

APPROVED AS TO SU
RETY: By:

PRINCIPAL
SURETY

APPROVED AS T
O FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:

ATTORNEY-IN-FACT
By:

DEPUTY CITY ATTORNEY
EXHIBIT 2
EXHIBIT 2
100
City of Stockton
Legislation Text
File #: 24-1216, Version: 1

APPROVE A MOTION TO ENTER INTO A COOPERATIVE PURCHASING AGREEMENT FOR

SOLAR LIGHTING

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

2. Approve the use of a Cooperative Purchase Agreement through BuyBoard National Purchasing Cooperative, Contract No. 725-24, to purchase solar lights.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Summary
The proposed Cooperative Purchase Agreement (COOP) with Fonroche Lighting America is for the purchase of 100 solar lights to be installed along the Weston Ranch Greenbelt, within Weston Park, and Van Buskirk Park sport courts (Attachment A). The Fonroche Lighting America agreement was established through a competitive bid process conducted by BuyBoard National Purchasing Cooperative (BBNPC), based in Texas.

It is recommended that Council approve a motion authorizing the City Manager to execute a COOP through a BBNPC contract with Fonroche Lighting America, in the amount of $387,527, for the purchase of solar lights (Attachment B).

DISCUSSION
Background
The City is responsible for the operation and maintenance of approximately 63 parks, 159 courts (tennis, basketball, and handballs), and approximately 717 lights within the City’s parks and public spaces. The copper wires that conduct electricity to the lights are accessed by pull boxes located next to the light. Wire thieves break into the pull boxes to steal wire and sell it to recyclers as scrap City of Stockton Printed on 2/12/2025Page 1 of 3
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File #: 24-1216, Version: 1
metal. Light wire theft has increased dramatically in the last decade, coinciding with the increase in copper value. This is not unique to Stockton; it is an issue that other agencies and industries must contend with nationwide.

In August 2024, staff installed 17 solar streetlights along March Lane Underpass median between Bianchi Road and Fred Russo Drive as a test pilot. The project is roughly four months underway and appears to look promising in terms of providing ample light during inclement weather and proving to be less attractive to theft and vandalism.

The Fonroche Lighting America agreement was established through a competitive bid process conducted by BBNPC. The BBNPC is a cooperative based in Texas formed to streamline the purchasing process for public agencies and leverage volume purchasing for better prices. All BBNPC contracts are competitively solicited nationally, reviewed, evaluated by a committee, and recommended to the BBNPC board for consideration of award. The use of these contracts is available to BBNPC members, including the City of Stockton.

The Procurement Division of the Administrative Services Department confirms that participation in cooperative purchasing programs provides cost savings and reduces staff time in developing bid specifications or hiring an outside consultant to write and review all bids since COOPs have been established through a competitive bidding process. The Procurement Division has determined that the process used to establish the BBNPC COOP was awarded through a competitive process and meets the City’s procurement requirements.

Present Situation
Due to vandalism and copper wire theft, numerous lights need to be repaired or replaced along the Weston Ranch Greenbelt, within Weston Park, and Van Buskirk Park sport courts. In an effort to combat the vandalism and reduce maintenance costs, Public Works is recommending the installation of solar lighting within these locations (Attachment A).

Fonroche Lighting America provides 100 percent off-grid solar lighting systems, removing the need for copper wire. This project will complete the second phase of evaluating the use of solar lighting throughout the City. Phase two is specific to pathways, parkway, and sport courts areas. New light poles will be installed using existing concrete foundations and solar modules will be assembled on the tops of the poles, making them difficult to access and vandalize.

Standard lead time for materials is four to six weeks upon issuance of the contract. City staff will begin installation of the solar lighting once all material arrives. Work is anticipated to begin spring 2025 and should be completed by summer 2025.

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Findings
Stockton Municipal Code (SMC) section 3.68.070 (A)(5) provides an exception to the competitive bidding process where the City accesses the terms of a competitively bid and negotiated cooperative purchase agreement, and where the City Council has approved findings that support and justify the exception. The following findings support and justify an exception:

1. Procurement staff confirmed that the BBNPC contract was solicited and awarded by a lead public agency through an open and competitive process and meets the City of Stockton’s procurement requirements.

2. Participating in the BBNPC agreement is in alignment with the City’s standard procurement practices.

3. Utilizing the BBNPC contract simplifies the procurement process and reduces administrative time and cost associated with the solicitation, evaluation, and award process.

FINANCIAL SUMMARY
There are sufficient funds in the Weston Ranch Area Improvements, Project No. WP18004, to award a contract to Fonroche Lighting America of Fort Worth, TX, in the amount of $387,527.

There is no additional impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended actions.

Attachment A - Project Vicinity Map
Attachment B - COOP with Fonroche Lighting America
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Weston Ranch Area Solar LighƟng

VICINITY MAP

NOT TO SCALE
Project LocaƟons
Weston Park
Weston Ranch Greenbelt

ATTACHMENT A
104
1 (Rev. 9.30.22)

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

Texas Association of School Boards, Inc. (TASB) /
BuyBoard

2. Contractor: Fonroche Lighting America

3. Cooperative Agency
Agreement Name and
Agreement Number:

Contract No. 725-24 for Photovoltaic Power System
Equipment and Components. Installation services
are not included under this contract.

4. Cooperative Agency Initial
Agreement Term:

Start Date: March 1, 2024
End Date: February 28, 202

5. Cooperative Agency’s
Agreement-Options to
extend:
2QH additional one-year extensions, Contract may
be renewed through February 28, 2027

6. Cooperative Agency
Amended Term:

Not Applicable

7. Cooperative Agency
Remaining Options to
Renew:
2QH additional one-year extensions.

8. City of Stockton
Cooperative Purchase
A
greement Term:

Start Date: January 1, 2025
End Date: February 28, 202

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Not to Exceed $ .00 for the term of
the Agreement.

ATTACHMENT B
105
2 (Rev. 9.30.22)

AGREEMENT
The City of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced Contract No. 725-24 for Photovoltaic Power System Equipment and Components. Systems shall include all equipment, components, supplies, and related items for a fully integrated, photovoltaic station of solar energy (stand alone, ground mounted, rooftop-mounted, and/or building-integrated systems. Installation services are not included under this contract (“COOP”) as such may be amended from time to time.

The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).

Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location. Agreement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through February 28, 202, unless terminated earlier by the City. If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment. Insurance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A, Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obt ain and maintain at leas t all the insurance requirements listed in attached Exhibit B.

To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement
.

3. Compensation: City and Contractor do hereby enter into this Agreement for Photovoltaic Power System Equipment and Components available in the above-named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed for the purchase of Photovoltaic Power System

ATTACHMENT B
106

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Dale Curtis
VP, Sales
VP, Sales (
107
4 (Rev. 9.30.22)

EXHIBIT A
Signed Contract and RFP

ATTACHMENT B
108
v.02.01.2021
January 24, 2024
Sent Via Email: [email protected]
Anicet Mabonzo
Fonroche Lighting America
4900 David Strickland Rd
Fort Worth, TX 76119
Welcome to BuyBoard!
Re:

Notice of The Local Government Purchasing Cooperative Contract Award; Proposal Invitation No. 725- 24, Photovoltaic Power System Equipment and Components
Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal Invitation. The contract is effective for an initial one-year term of March 1, 2024 through February 28, 2025, and may be subject to two possible one- year renewals. Please refer to the Proposal Invitation for the contract documents, including the General Terms and Conditions of the Contract.

To review the items your company has been awarded, please review Proposal Tabulation No. 725-24 at:
www.buyboard.com/vendor. Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions.

The contract will be posted on the BuyBoard website as an online electronic catalog(s). You are reminded that, in accordance with the General Terms and Conditions, all purchase orders must be processed through the BuyBoard . Except as expressly authorized in writing by the Cooperative’s administrator, you are not authorized to process a purchase order received directly from a Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a Cooperative member that you have reason to believe has not been received by the Cooperative or processed through the BuyBoard, you must promptly forward a copy of the purchase order by email to [email protected].

A list of Cooperative members is available on the buyboard.com website. Once the contract is active, the BuyBoard vendor relations staff will be contacting you to assist with the resources available and to provide any support you may need as an awarded BuyBoard vendor.

On behalf of the Cooperative, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, feel free contact me at [email protected].

Sincerely,
Leigh Clover, Bid Analyst
Texas Association of School Boards, Inc.,
Administrator for The Local Government Purchasing Cooperative

ATTACHMENT B
109

January 24, 2024

Sent Via Email: [email protected]

Anicet Mabonzo
Fonroche Lighting America
4900 David Strickland Rd
Fort Worth, TX 76119

Welcome to BuyBoard!

Re:

Notice of National Purchasing Cooperative Award; Proposal Invitation No. 725-24, Photovoltaic Power System Equipment and Components

Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal Invitation. The contract is effective for an initial one-year term of March 1, 2024 through February 28, 2025, and may be subject to two possible one-year renewals. Please refer to the Proposal Invitation for the contract documents, including the National Purchasing Cooperative Vendor Award Agreement and General Terms and Conditions of the Contract.

To review the items your company has been awarded, please review Proposal Tabulation No. 725-24 at www.buyboard.com/vendor. Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions.

The contract will be posted on the BuyBoard website as an online electronic catalog(s). You are reminded that, in accordance with the General Terms and Conditions, all purchase orders from National Cooperative members must be processed through the BuyBoard. Except as expressly authorized in writing by the Cooperative’s administrator, you are not authorized to process a purchase order received directly from a National Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a National Cooperative member that you have reason to believe has not been received by the National Cooperative or processed through the BuyBoard, you must promptly forward a copy of the purchase order by e-mail to [email protected]

A list of National Cooperative members is available on the buyboard.com website. Once the contract is active, the BuyBoard vendor relations staff will be contacting you to assist with resources available and provide any support you may need as an awarded BuyBoard vendor.

On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, feel free to contact me at [email protected].

Sincerely,

Leigh Clover, Bid Analyst
Texas Association of School Boards, Inc.,
Procurement Administrator for the National Purchasing Cooperative

v.02.01.2021

ATTACHMENT B
110

Page 11 of 74 ends

PROPOSAL FORMS CONST. V.05.04.2023
PROPOSER’S ACCEPTANCE AND AGREEMENT
Proposal Invitation Name
Photovoltaic Power System Equipment and Components
Proposal Due Date/Opening Date and Time
September 28, 2023, at 4:00 PM
Proposal Invitation Number
725-24
Location of Proposal Opening
Texas Association of School Boards, Inc.

BuyBoard Department
12007 Research Blvd.

Austin, TX 78759
Contract Term
March 1, 2024, through February 28, 2025,
with two possible one-year renewals.

Anticipated Cooperative Board Meeting Date
February 2024
By signature below, the undersigned acknowledges and agrees that you are authorized to submit this Proposal, including making all acknowledgements, consents, and certifications herein, on behalf of Proposer and, to the best of your knowledge, the information provided is true, accurate, and complete.

Fonroche Lighting America 9-18-2023
Name of Proposing Company Date
10F Roessler Rd
Street Address
Woburn, MA, 01801 Anicet Mabonzo
City, State, Zip Printed Name of Authorized Company Official 339-225-4530 Sales Manager
Telephone Number of Authorized Company Official Position or Title of Authorized Company Official 83-4369862
Fax Number of Authorized Company Official Federal ID Number Signature of Authorized Company Official

ATTACHMENT B
111
PROPOSAL FORMS PART 1: COMPLIANCE FORMS
Initial:

Page 12 of 74 ends

PROPOSAL FORMS CONST. V.05.04.2023
INSTRUCTIONS:

Proposer must review and complete all forms in this Proposal Forms Part 1:
Proposal Acknowledgements
Felony Conviction Disclosure
Resident/Nonresident Certification
Debarment Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Acknowledgement of BuyBoard Technical Requirements
Construction-Related Goods and Services Affirmation
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
Compliance Forms Signature Page
An authorized representative of Proposer must initial in the bottom right corner of each page where indicated and complete and sign the Compliance Forms Signature Page. Proposer’s failure to fully complete, initial, and sign forms as required may result in your Proposal being rejected as non-responsive.

PROPOSAL ACKNOWLEDGEMENTS
The proposing company (“you” or “your”) hereby acknowledges and agrees as follows:

1. You have carefully examined and understand all information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Inform ation, General Terms and Co nditions, attachments/forms, appendices, item specifications, and line items (collectively “Requirements”);

2. By your response (“Proposal”) to this Proposal Invitation, you propose to supply the products or services submitted at the pricing quoted in your Proposal and in strict comp liance with the Requirements, unless specific deviations or exceptions are noted in the Proposal;

3. By your Proposal, you acknowledge and certify all items set fort h in the General Terms and Conditions, Section B.12 (Certifications), including all non-collusion certifications and certifications regarding legal, ethical, and other matters set forth therein.

4. Any and all deviations and exceptions to the Requirements ha ve been noted in your Proposal on the required form and no others will be claimed;

ATTACHMENT B
112

5. If the Cooperative accepts any part of your Proposal and awa rds you a Contract, you will furnish all awarded products or Initial:

Page 13 of 74 ends

PROPOSAL FORMS CONST. V.05.04.2023
services at the pricing quoted and in strict compliance with theRequirements (unless specific deviations or exceptions are noted on the required form and accepted by the Cooperative), including without limitation the Requirements related to:
a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similarly situated customers in similar circumstances; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy-back contract by the National Purc hasing Cooperative or nonprofit entity, in which event you will offer the awarded products and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your Contract;

6. You have clearly identified on the included form any informat ion in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public info rmation subject to public disclosure under the Texas Public Information Act or similar public information law;

7. The individual submitting this Proposal is duly authorized to enter into the co ntractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requ irements, and such individual (and any individual signing a form or Proposal document) is author ized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements;

8. You have carefully reviewed your Proposal, and certify that all information provided is tr ue, complete, and accurate to the best of your knowledge, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and

9. Any misstatement, falsification, or omission in your Prop osal, whenever or however discovered, will be grounds for disqualifying you from consideration for a contract award under this Proposal Invitation, termination of a contract award, or any other remedy or action provided for in the General Terms and Conditions or by law.

FELONY CONVICTION DISCLOSURE
Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: “A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.”
Section 44.034 further states in Subsection (b): “A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The di strict must compensate the person or business entity for services performed before the termination of the contract.” Please check(√) one of the following:

My company is a publicly held corporation. (Advance notice requirement does not apply to publicly held corporation.) My company is not owned or operated by anyone who has been convicted of a felony.

My company is owned/operated by the following individual(s) who has/have been convicted of a felony:

Name of Felon(s):

Details of Conviction(s):

ATTACHMENT B
113
Initial:

Page 14 of 74 ends

PROPOSAL FORMS CONST. V.05.04.2023

RESIDENT/NONRESIDENT CERTIFICATION
Chapter 2252, Subchapter A, of the Texas Government Code es tablishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a “resident” proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majo rity owner has its principal place of business in Texas. A “nonresident” proposer is a person who is not a Texas resident. Please indicate the st atus of your company as a “resident” proposer or a “nonresident” proposer under these definitions.

Please check(√) one of the following:

I certify that my company is a Resident Proposer.

I certify that my company is a Nonresident Proposer.

If your company is a Nonresident Proposer, you must provide th e following information for your resident state (the state in which your company’s principal place of business is located):

Company Name Address
City State Zip Code
A. Does your resident state require a proposer whose principal place of business is in Texas to under-price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? Yes No
B. What is the prescribed amount or percentage? $ or %

DEBARMENT CERTIFICATION
By signature on the Compliance Forms Signature Page, I certify that neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension,” as described in the Federal Register and Rules and Regulations. Neither my company nor an owner or principal of my company is currentlylisted on the government-wide exclusions in SAM, debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. My company agrees to immediately notify the Cooperative and all Cooperat ive members with pending purchases or seeking to purchase from my company if my company or an owner or principal is la ter listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority.

VENDOR EMPLOYMENT CERTIFICATION
Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. A mong the criteria for certain contracts is whether the vendor or the vendor’s ultimate parent or majority owner (i) has its principal place ofbusiness in Texas; or (ii) employs at least 500 people in Texas.

If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas? Please check(√) one of the following:

Yes No

ATTACHMENT B
114
Initial:

Page 15 of 74 ends

PROPOSAL FORMS CONST. V.05.04.2023

NO BOYCOTT VERIFICATION
A Texas governmental entity may not enter into a contract witha value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the co mpany that it: (1) does not boycott Israel and will not boycott Israel during the term of the contract (TEX.G OV’T CODE Ch. 2271), (2) does not boycott energy companies and will not boycott energy companies during the term of the contract (TEX.G OV’T CODE Ch. 2274 effective September 1, 2021), and (3) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association and will not discriminate during the term of the contract agai nst a firearm entity or firearm trade association (T EX.G OV’T CODE Ch. 2274 effective September 1, 2021). Accordingly, this certification form is included to the extent required by law. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercialrelations specifically with Israel, or with a person or entity doing business in Israel or in an Israel i-controlled territory, but does not includ e an action made for ordinary business purposes. TEX. GOV’T CODE §808.001(1).
“Boycott energy company” means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) enga ges in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business wi th a company described by Paragraph (A). T EX. G OV’T CODE §809.001(1)
(effective September 1, 2021).
“Discriminate against a firearm entity or firearm trade association” means, (A) with respect to the entity or association, to:
(i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm en tity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or fi rearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or sellin g of ammunition, firearms, or firearm accessories; and (ii) a company’s refusal to engage in the tr ade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship:
(aa) to comply with federal, state, or local law, policy, or re gulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not ba sed solely on an entity’s or association’s status as a firearm entity or firearm trade association. T EX.G OV’T CODE §2274.001(3) (effective September 1, 2021).

By signature on the Compliance Forms Signature Page, to the ex tent applicable, I certify and verify that Vendor does not boycott Israel, boycott energy companies, or discriminate agai nst a firearm entity or firearm trade association and will not do so during the term of any contract aw arded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification.

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NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) By signature on the Compliance Forms Signature Page, I certify and verify that Vendor is not on the Texas Comptroller’s list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification.

HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION
A Proposer that has been certified as a Historically Unde rutilized Business (also known as a Minority/Women Business Enterprise or “MWBE” and all referred to in this form as a “HUB”)is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form.( P l e a s ec h e c k(√) all that apply) I certify that my company has been certified as a HUB in the following categories:

Minority Owned Business Women Owned Business
Service-Disabled Veteran Owned Business (veteran defined by 38 U.S.C. §101(2), who has a service-connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 20% or more as determined by the U. S. Department of Veterans Affairs or Department of Defense)
Certification Number:

Name of Certifying Agency:

My company has NOT been certified as a HUB.

ACKNOWLEDGEMENT OF BUYBOARD TECHNICAL REQUIREMENTS
Vendor shall review the BuyBoard Technical Requirements included in this Proposal Invitation. By signature on the Compliance Forms Signature Page, the undersigned affirms that Proposer has obtained a copy of the BuyBoard Technical Requirements, has read and understands the requirements, and certifies that Vendor is able to meet and will comply with those requirements except as follows: [List and explain BuyBoard Technical Requirements, if any, to which your companycannot or will not comply.]
Note: In accordance with the General Terms and Conditions of the Contract, to the extent Vendor is awarded a Contract under this Proposal Invitation but is unable or unwilling to meet the applicable BuyBoard Technical Requirements, the information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website. Further, to the extent Vendor has acknowledged ability to meet and comply with the BuyBoard Technical Requirements, any subsequent failu re or refusal by Vendor to promptly provide information upon request to the Cooperative administrator in accordance with those technical requirements may be deemed an event of default under the Contract.

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CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION
The Cooperative issued the BuyBoard Procurement and Construction-Related Goods and Services Advisory for Texas Members (“Advisory”), which provides information specifically relevant to the procurement of c onstruction-related goods and services by Texas Cooperative members. The Advisory, available at buyboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that are potentially relevant to a Cooperative memb er’s procurement of construction or construction-related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. Because many BuyBoard contracts include goods or installation services that might be considered construction-related, Proposer must make this Construction Related-Goods and Services Affirmation regardless of type of goods or services associated with this Proposal Invitation.

A contract awarded under this Proposal Invitation covers only the specific goods and/or services awarded by the Cooperative.

As explained in the Advisory (“Advisory”), Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This Propo sal Invitation and any Contract awarded thereunder does not include such services. Architecture or engin eering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy.

By signature on the Compliance Forms Signature Page, Proposer affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction- related goods or services to a Cooperative member under a Co ntract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before acceptin g the member’s Purchase Order, Member Construction Contract, or other agreement for construction-related goods or services.

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DEVIATION AND COMPLIANCE
If your company intends to deviate from the General Terms an d Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all su ch deviations on this form, an d provide complete and detailed information regarding the deviations on this form or an attachment to this form. Prior to completing this form, Vendor shall review the General Terms and Conditions section B.4 (Deviations from Item Specifications and General Terms and Conditions). Please note th at, as provided in section B.4, certain provisions of the General Terms and Conditions are NOT subject to deviation, and certain deviations will be deemed rejected without further action by the Cooperative. Any attempted deviation, whet her directly or indirectly, to provisions identified in this Proposal Invitation as not subject to deviation shall be deemed rejected by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor’s Proposal being rejected in its entirety.

The Cooperative will consider any deviations in its contract award decision and reserves the right to accept or reject a proposal based upon any submitted deviation.

In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation if awarded a Contract under this Proposal Invitation. A deviat ion will not be effective unless accepted by the Cooperative.

The Cooperative, by and through the Cooperative administrator, may, in its sole discretion, s eek clarification from and/or communicate with Proposer(s) regarding an y submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a Proposal based upon any submitted deviation.

Please check (√) one of the following:

No; Deviations
Yes; Deviations
List and fully explain any deviations you are submitting:

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VENDOR CONSENT FOR NAME BRAND USE
BuyBoard members seeking to make purchases using a Contract awarded under this Proposal Invitation may view information regarding awarded Vendors, including but not limited to product catalogs, pricelis ts, pricing, and Proposals, through the BuyBoard website. To improve and enhance the experience of BuyBoard members seeking to procure goods and services under the Contract utilizing the BuyBoard website, any Vendor logo, product im ages, and similar brand and trademark information provided by Vendor for purposes of the Contract (“Vendor Information”) may be posted on the BuyBoard website.

You acknowledge that, by submitting your Proposal, unless you specifically opt out below, you consent to use of your company’s Vendor Information on the BuyBoard website if awarded a Contract. You further acknowledge that whether, where, and when to include the Vendor Information on the BuyBoard website shall be at the sole discretion of the BuyBoard Administrator. Vendor retains, however, the right of general quality control over the BuyBoard Administrator’s authorized display of proprietary Vendor Information. Neither the BuyBoard nor its administrator will be responsible for the use or distribution of Vendor Information by BuyBoard member s or any other third party usin g the BuyBoard website. This Vendor Consent shall be effective for the full term of the Contract, including renewals, unless Vendor provides a signed, written notice revoking consent to [email protected]. BuyBoard shall have up to thirty days from the date of receipt of a termination or revocation of a Vendor Consent to remove Vendor information from the BuyBoard website.

This Vendor Consent is subject to the Terms and Conditions of the Contract, including, but not limited to, those terms pertaining to Disclaimer of Warranty and Limitation of Liability, Indemnification, and Intellectual Property Infringement.

Vendor logo files must be submitted in one of the formats set forth in the BuyBoard Technical Requirements. Proposers are requested to submit this information with Vendor’s Proposal. (This consent shall not authorize use of your company’s Vendor Information by BuyBoard if your company is not awarded a Contract.) OPT OUT:

If your company wishes to opt out of the Vendor Consent for Name Brand Use, you must check the opt out box below. DO NOT select this box unless your company is opting out of this Vendor Consent for Name Brand Use. □ By checking this box, Vendor hereby declines to provide consent for use of Vendor Information (as defined herein) on the BuyBoard website. By opting out, Vendor acknowledges and agre es that, if Vendor is awarded a Contract under this Proposal Invitation, information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website.

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CONFIDENTIAL/PROPRIETARY INFORMATION
A. Public Disclosure Laws
All Proposals, forms, documentation, catalogs, pricelists, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et. seq. ) or similar disclosure law. Proposer mu st clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer fails to prop erly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such informat ion from public disclosure shou ld a member of the public or other third-party request access to the information under the Te xas Public Information Act or similar disclosure law. When required by the Texas Public Information Act or other disclosure law, Proposer may be notified of any third-party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential.

Does your Proposal (including forms, documentation, catalogs , pricelists, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? If you responded “YES”, you must clearly identify below the specific information you consider confidential or proprietary. List each page number, form number, or other information sufficient to make the informationreadily identifiable. The Cooperative and Cooperative administrator shall not be responsible for a Proposer’s failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposa l, Proposer acknowledges that the Cooperative and Cooperative administrator will disclose information when required by law, even if such information has been identified herein as information Vendor considers confidential or proprietary.

Confidential / Proprietary Information:
(Attach additional sheets if needed.)
Please check (√) one of the following:

NO, I certify that none of the information included with this Proposal is considered confidential or proprietary.

YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is specifically identified on this form.

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B. Copyright Information
Does your Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) contain copyright information?
If you responded “YES”, clearly identify below the specific documents or pages containing copyright information.

Copyright Information:
(Attach additional sheets if needed.)
C. Consent to Release Confidential/Proprietary/Copyright Information to BuyBoard Members BuyBoard members (Cooperative and nonprofit members) seekin g to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you identified information on this form as confidential, proprietary, or subject to copyright, an d you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such in formation to BuyBoard members, including posting of such information on the secure BuyBoard website for members. Note: Neither the Cooperative nor Cooperative administrator will be responsible for the use or distribution of information by BuyBoard members or any other party.

D. Consent to Release Proposal Tabulation
Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperat ive may publicly release, including posting on the public BuyBoard website, a copy of the proposal tabulation and award information for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non-award information.

Initial:

Please check (√) one of the following:

NO, Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal)does not contain copyright information.

YES, Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal)does contain copyright information.

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EDGAR VENDOR CERTIFICATION
(2 CFR Part 200 and Appendix II)
When a Cooperative member seeks to proc ure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the “U niform Guidance” or new “EDGAR”). All Vendors submitting a Proposal must complete this EDGAR Certification Form rega rding Vendor’s willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. Completed forms will be made available to Cooperat ive members for their use while considerin g their purchasing options when using federal grant funds. Cooperative members may also require Vend ors to enter into an cillary agreements, in addition to the terms and conditions of the BuyBoard co ntract, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

For each of the items below, Vendor should certify Vendor’s agreement and ability to comply, w here applicable, by having Vendor’s authorized representative check the applicable boxes, initial each page, and sign the Compliance Forms Signature Page. I f you fail to complete any item in this form, the Cooperative will consider and may list the Vendor’s response on the BuyBoard as “ NO,” the Vendor is unable or unw illing to comply. A “NO” response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds.

1. Vendor Violation or Breach of Contract Terms:

Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defens e Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or le gal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions, as well as any additional terms and conditions in any Purchase Order, Member Construction Contract, or Cooperative member ancillary contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in eq uity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms. □ YES, I agree. □ NO,Id on o ta g r e e .

2. Termination for Cause or Convenience:

For any Cooperative member purchase or contract in excess of $10,000 made using federal funds,you agree that the following term and condition shall apply:

The Cooperative member may terminate or cancel any Purchase Order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendor’s return policy. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s).

If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basi s for settlement, is included in the Coop erative member’s Purchase Order, Member Construction Contract, or ancillary agreement agreed to by the Vendor, the Cooperative member’s provision shall control. □ YES, I agree. □ NO,Id on o ta g r e e . Initial:

Member
ntrol.

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3. Equal Employment Opportunity:

Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with ExecutiveOrder 11246, “Equal EmploymentOpportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. □ YES, I agree. □ NO,Id on o ta g r e e .

4. Davis-Bacon Act:

When required by Federal program legislation, Vendor ag rees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis-Bacon Act (40 USC 3141-3144, and 3146-3148) as supplemented by Department of Labor re gulations (29 CFR Part 5, “Labor Standa rds Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less t han the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week.

Current prevailing wage determin ations issued by the Department of Labor ar e available at beta.sam.gov. Vendor agrees that, for any purchase to which this requirement applies, th e award of the purchase to the Vendor is conditioned upon Vendor’s acceptance of the wage determination.

Vendor further agrees that it shall also comply with the Copeland “Anti-Kickback” Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. □ YES, I agree. □ NO,Id on o ta g r e e .

5. Contract Work Hours and Safety Standards Act:

Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemen ted by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.

The requirements of 40 USC 3704 are applicable to constructi on work and provide that no laborer or mechanic must be required to work in surroundings or under working condit ions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordi narily available on the open market, or contracts for transportation or transmission of intelligence. □ YES, I agree. □ NO,Id on o ta g r e e .

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6. Right to Inventions Made Under a Contract or Agreement:

If the Cooperative member’s Federal award meets the definition of “funding ag reement” under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Bu siness Firms Under Government Grants, Co ntracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Vendor agrees to comply with the above requirements when applicable. □ YES, I agree. □ NO,Id on o ta g r e e .

7. Clean Air Act and Federal Water Pollution Control Act:

Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended – Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, or ders, or regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

When required, Vendor agrees to comply wi th all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act.
□ YES, I agree. □ NO,Id on o ta g r e e .

8. Debarment and Suspension:

Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the Sy stem for Award Management (SAM ), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orde rs 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under stat utory or regulatory authority other than Executive Order 12549.

Vendor certifies that Vendor is not currently listed on the government-wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government-wide exclusio ns in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. □ YES, I agree. □ NO,Id on o ta g r e e .

9. Byrd Anti-Lobbying Amendment:

Byrd Anti-Lobbying Amendment (31 USC 1352) - Vendors that a pply or bid for an award exc eeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employ ee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtain ing any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. As applicable, Vendor ag rees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).
□ YES, I agree. □ NO,Id on o ta g r e e .

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10. Procurement of Recovered Materials:

For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications as a Cooperative member may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. □ YES, I agree. □ NO,Id on o ta g r e e .

11. Domestic Preferences for Procurements:

Where appropriate and consistent with law, 2 CFR §200.322 co ntains certain considerations for domestic preferences for procurements which may be applicable to Cooperative memb ers using federal funds. When required by a Cooperative member, Vendor agrees to provide such information or cert ification as may reasonably be requested by the Cooperative member regarding Vendor’s products, including whether goods, products, or materials are produced in the United States. □ YES, I agree. □ NO,Id on o ta g r e e .

12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment 2 CFR §200.216 prohibits expending federal loan or grant funds to procure or obtain certain telecommunications and video surveillance services or equipment. To the extent applicable and when required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member to confirm whether any telecommunications or video surveillance services or equipment provided by Vendor is covered equipment or covered services under 2 CFR §200.216.
□ YES, I agree. □ NO,Id on o ta g r e e .

13. Profit as a Separate Element of Price:

For purchases using federal funds in excess of the Simplified Acquisition Threshold, a Cooperative member may be required to negotiate profit as a separate element of the price. Se e, 2 CFR 200.324(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including prof it, charged by Vendor to the Cooperative member shall not exceed the awarded pricing, including any applicable discount, under Vendor’s Cooperative Contract.
□ YES, I agree. □ NO,Id on o ta g r e e .

14. General Compliance and Cooperation with Cooperative Members:

In addition to the foregoing specific requirements, Vendor agrees, in acceptin g any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements.
□ YES, I agree. □ NO,Id on o ta g r e e .

Initial:

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COMPLIANCE FORMS SIGNATURE PAGE
By initialing pages and by signature below, I certify that I have reviewed the following forms; that the information provided therein is true, complete, and accurate; and that I am author ized by my company to make all certifications, consents, acknowledgements, and agreements contained herein:
Proposal Acknowledgements
Felony Conviction Disclosure
Debarment Certification
Resident/Nonresident Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Construction-Related Goods and Services Affirmation
Acknowledgement of BuyBoard Technical Requirements
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
Fonroche Lighting America
Printed Name and Title
9-25-2023
Date
g g
Company Name
Signature of Authorized Company Official
Anicet Mabonzo Sales Manager

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□
PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS

INSTRUCTIONS:

Proposer must completely and accurately provide all information requested in the following Vendor Information Forms or your Proposal may be rejected as non-responsive:

Vendor Business Name
Vendor Contact Information
Federal and State/Purchasing Cooperative
Experience
Governmental References
Company Profile
Texas Regional Service Designation
State Service Designation
National Purchasing Cooperative Vendor Award
Agreement
(Vendors serving outside Texas only)
Local/Authorized Seller Listings
Manufacturer Dealer Designation
Proposal Invitation Questionnaire
Vendor Request to Self-Report BuyBoard
Purchases (Optional)

To the extent any information requested is not applicable to your company, you must so indicate on the form.

VENDOR BUSINESS NAME
By submitting a Proposal, Vendor is seeking to enter into a legal contract with the Cooperative. As such, Vendor must be an individual or legal business entity capable of entering into a binding contract.

Name of Proposing Company:

Fonroche Lighting America
(List the legal name of the company seeking to contract with the Cooperative. Do NOT list an assumed name, dba, aka, etc. here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entities, even if affiliated entities, which propose to provide goods or services separately must submit their own Proposals.)

Please check (√) one of the following:

Type of Business: □ Individual/Sole Proprietor Corporation □ Limited Liability Company □ Partnership □ Other (Specify: )

State of Incorporation (if applicable): Massachusetts
Federal Employer Identification Number: _ 83-4369862
(Vendor must include a completed IRS W-9 form with their Proposal)

Name by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note: If different than the Name of Proposing Company listed above, only valid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name Certificate(s), if applicable, must be attached.)

ATTACHMENT B
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PROPOSAL FORMS CONST. V.05.04.2023

VENDOR CONTACT INFORMATION

Vendor shall provide the requested Vendor Contact Information in the electronic proposal submission system including contract, purchase order, RFQ, and invoice contacts (or, if submitting a hard copy Proposal, timely request and complete the Vendor Contact Information form in accordance with the Instructions to Proposers).

FEDERAL AND STATE/PURCHASING COOPERATIVE EXPERIENCE
The Cooperative strives to provide Cooperative members with the best services and products at the best prices available from Vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions.

1. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $ 0. (The period of the 12-month period is September 2022/September 2023). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s).

2. By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances.

3. Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing cooperatives as required.

PURCHASING
GROUP

CURRENT
VENDOR?
(Y/N)
FORMER VENDOR (Y/N)? –

IF YES, LIST YEARS

AS VENDOR

AWARDED

COMMODITY

CATEGORY(IES)

1. Federal General Services Administration N

2. T-PASS (State of Texas) N

3. OMNIA Partners N

4. Sourcewell (NJPA) N

5. E&I Cooperative N

6. Houston-Galveston Area Council (HGAC) N

7. Choice Partners N

8. The Interlocal Purchasing System (TIPS) N

9. Other Y ESC19

22-7428 Maintenance, Repair and Operation (MRO) Equipm
MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS.

CURRENT BUYBOARD VENDORS
If you are a current BuyBoard vendor in th e same contract category as proposed in this Proposal Invitation, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts.

Current Discount (%): _0 Proposed Discount (%): 0
Explanation: Fonroche will always propose the catalog price. If requested by the buyboard customer Fonroche will propose discounts on specific projects to support. As Manufacturer with factory in Fort Worth Texas we are proposing best prices to all customers

ATTACHMENT B
128

GOVERNMENTAL REFERENCES

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PROPOSAL FORMS CONST. V.05.04.2023

For your Proposal to be considered, you must supply a minimum of five (5) individual govern mental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, including the existing pricing/discounts you offe r each customer. The Cooperative may determine whether pricing/discounts are fair and reasonable by comparing pricing/ discounts stated in your Proposal with the pricing/discounts you offer other governmental customers. Attach additional pages if necessary.

Quantity/
Entity Name Contact Phone# Email Address Discount Volume

1. City of Dallas Michael Driggars 214-671-8973 [email protected] 4 units

2. City of Fort Worth Julius White 682-225-2934 [email protected] 21 units

3. City of Castler Rock Bob Maloney 303-435-3285 [email protected] 15 units

4. Floyd County IN Don Lopp 812-948-4110 [email protected] 15 units

5. Black Hills State University Cory Johnson 605-641-5130 [email protected] 25 units

Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower pricing) than indicated? YES NO If YES, please explain:

COMPANY PROFILE
Information on awarded Cooperative Contra cts is available to Cooperative Member s on the BuyBoard website. If your company is awarded a Contract under this Proposal Invitation , please provide a brief company description that you would like to have included with your comp any profile on the BuyBoard website. Submit your company profile in a separate file, in Word format, with your Proposal . (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website. The Cooperative reserves the right to ex clude or remove any content in its sole discretion, with or without prior notice, including but not limited to any content de emed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.)

ATTACHMENT B
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Solar Light Manufacturer
We take solar lighƟng further We’re a solar light manufacturer that is making advanced solar street lighƟng available to more people and places, so they can see their world in a whole new light. Some of those places are hot and geƫng hoƩer, while others get so cold that they cripple our compeƟtor's baƩeries. Thanks to Fonroche's baƩery research, our systems take on all kinds of climates. Every lighƟng system we sell is validated by an energy study speciﬁc to your project locaƟon.

Providing public lighƟng isn't like lighƟng your paƟo. Our product development team targets the needs of local governments, businesses, and schools. Reliability, durability, and connecƟvity are at the core of our solar street lighƟng product design and manufacturing processes.

Fonroche solar lighƟng has some of the brightest LED ﬁxtures in the solar street lighƟng industry, but bright light isn't the whole story. We provide opƟons that comply with dark-sky, local ordinances, and IES light guidelines. For communiƟes concerned about blue light and circadian rhythms, we oﬀer shielding and warmer color temperatures.

Because over 150,000 SmartLights have been successfully deployed world-wide, we have the strength and scale to back our warranƟes and provide parts and service in the future.

ATTACHMENT B
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TEXAS REGIONAL SERVICE DESIGNATION

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PROPOSAL FORMS CONST. V.05.04.2023

The Cooperative (referred to as “Texas Cooperative” in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire St ate of Texas. In the electronic proposal submission system, you must indicate if you will service Texas Cooperative memb ers statewide or, if you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will se rvice. If you propose to serve different regions for different products or services included in your Proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the produc ts or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) By designating a region or regions, you are certifying that you are authorized and willing to provide the proposed products and services in those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on the form in the electronic proposal submission system.

Region and Headquarters
1 Edinburg
2 Corpus Christi
3 Victoria
4 Houston
5 Beaumont
6 Huntsville
7 Kilgore
8 Mount Pleasant
9 Wichita Falls
10 Richardson
11 Fort Worth
12 Waco
13 Austin
14 Abilene
15 San Angelo
16 Amarillo
17 Lubbock
18 Midland
19 El Paso
20 San Antonio
This form must be completed in the electronic proposal submission system (or, if submitting a hard copy Proposal, timely request and complete the form in accordance with the Instructions to Proposers).

ATTACHMENT B
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STATE SERVICE DESIGNATION

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PROPOSAL FORMS CONST. v.05.04.2023

As set forth in the Proposal Invitation, it is the Cooperative’s intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy- back award or similar agreement through the National Purchasi ng Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete the State Service Designation information in the electronic proposal submission system. (Note: If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) In addition to this form, to be considered for a piggy-back award by the National Purchasing Cooperative, you must have an authoriz ed representative sign the National Purchasing Cooperative Vendor Aw ard Agreement that follows this page.

If you serve different states for different products or services included in your Proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) By designating a state or states, you are certifying that you are authorized and willing to provide the proposed products and services in those states. Designating states in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract.

I will service all states in the United States.
I will not service all states in the United States.

Alabama Montana
Alaska Nebraska
Arizona Nevada
Arkansas New Hampshire
California (Public Contract Code 20118 & 20652) New Jersey Colorado New Mexico
Connecticut New York
Delaware North Carolina
District of Columbia North Dakota
Florida Ohio
Georgia Oklahoma
Hawaii Oregon
Idaho Pennsylvania
Illinois Rhode Island
Indiana South Carolina
Iowa South Dakota
Kansas Tennessee
Kentucky Texas
Louisiana Utah
Maine Vermont
Maryland Virginia
Massachusetts Washington
Michigan West Virginia
Minnesota Wisconsin
Mississippi Wyoming
Missouri
This form must be completed in the electronic proposal submission system (or, if submitting a hard copy Proposal, timely request and complete the in accordance with the Instructions to Proposers).

ATTACHMENT B
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NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT

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PROPOSAL FORMS CONST. v.05.04.2023

In accordance with the Terms and Conditions associated with this Proposal Invitation, a contract awarded under this Proposal Invitation may be “piggy-backed” by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members throughout the United States. If you agree to be considered for a piggy- back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states you have indicated on the State Service Designation form, in your Proposal.

By signing this form, Proposer (referred to in this Agreement as “Vendor”) agrees as follows:

1. Vendor acknowledges that if The Local Government Purchasing Cooperative (“Texas Cooperative”) awards Vendor a contract under this Proposal Invitation (“Underlying Award”), the National Purchasing Cooper ative (“National Cooperative”) may - but is not required to - “piggy-back” on or re-award all or a portion of that Underlying Award (“Piggy-Back Award”).

By signing this National Cooperative Vendor Award Agreemen t (“Agreement”), Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein.

2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator (“BuyBoard Administrator”) will notify Vendor in writing of such Piggy-B ack Award, which award shall comm ence on the effective date stated in the Notice and end on the expiration date of the Un derlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing.

3. Vendor agrees that it shall offer its g oods and services to National Cooperativ e members at the same pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award.

However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award.

4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states design ated on the State Service Design ation Form must be approved in writing by the BuyBoard Administrator.

5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members th rough the Piggy-Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members, vendor invoices, and/or such other documentation regarding those purchase orders as the Cooperative’s administrators may require in their reasonable discretion for purposes of reviewin g and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor’s records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees.

6. Vendor agrees that the Underlying Award, including its Gene ral Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Aw ard shall inure to National Cooperative; and, conversely, the rights and responsibilit ies that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recogniz es and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict.

ATTACHMENT B
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7. This Agreement shall be governed and construed in accord ance with the laws of the State of Texas and venue for any

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PROPOSAL FORMS CONST. v.05.04.2023
dispute shall lie in the federal district court of Travis County, Texas.

8. Vendor acknowledges and agrees that the award of a Piggy -Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy-Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy-Back Award as provided for herein.

WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement.

FONROCHE LIGHTING AMERICA Proposal No 725-24
Name of Vendor Proposal Invitation Number
Anicet MABONZO
Signature of Authorized Company Official Printed Name of Authorized Company Official
9-26-2023
Date
Company Name

ATTACHMENT B
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LOCATION/AUTHORIZED SELLER LISTINGS
If you have more than one location/authorized seller that w ill service a Contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary.

NOTE: Awarded Vendors shall rema in responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract.

I f you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form.

Location/Authorized
Seller Name

Contact Person
Contact Information
(Mailing Address, Phone, Fax, Email)

ATTACHMENT B
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PROPOSAL FORMS CONST. v.05.04.2023

MANUFACTURER DEALER DESIGNATION
If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers (“Designated Dealers”) to receive Cooperative member Purchase Orders on Vendor’s behalf, you must complete this form for each dealer you wish to designate.

Regardless of any Designated Dealers submitted by Vendor, Ve ndor specifically agrees and acknowledges that any such designations are for Vendor’s convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor’s Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor’s Contract for nonpayment of service fees.

If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Orde r directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing.

The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated De aler to cease accepting Purchase Orders or otherwise acting on Vendor’s behalf under the Contract. Further, the Cooperative administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion.

If you wish to designate a dealer to service a contract awar ded under this Proposal Invitation, please list the Designated Dealer below. If you wish to designate multiple dealers, please duplicate this form as necessary. n/a n/a
Designated Dealer Name Designated Dealer Contact Person n/a
Designated Dealer Address

City State Zip Code

Phone Number Fax Number

Email address Designated Dealer Tax ID Number* (*attach W-9)

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PROPOSAL INVITATION QUESTIONNAIRE
The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services (“Work”) under the BuyBoard contract contemplated by this Proposal Invitation (“Contract”). Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire and submit in one document with your Proposal. You must submit the questionnaire and responses with your Proposal or the Proposal will not be considered.

1. List the number of years Proposer has been in business and former business names (if app licable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity.

Fonroche lighting is in the US since 4 years and part of the group Fonroche Eclairage created 16 years ago.

2. Describe Vendor’s direct experience (not as a subcontractor) performing the Work proposed under this Contract. Include a brief description of the projects you ha ve completed for Texas governmental entities in the last 5 years, and include for each the project name, scope, value, and date, and the name of the procuring government entity and entity contact person. Identify the contracts that best represent Vendor’s capabilities relative to this Contract.

As manufacturer, we provide our Solar streetlights 100% power by photovoltaic panel to city, county, school disctrict, Fire fighters. As manufacturer we are always helping our customers to realize the assembly and installation of our lights. 1) Fort Worth TX - New Campus Î Lighting project, 21 lights in 2023 2) Bexar County TX - Intersection PUE & MARBACH RD Î Lighting project, 21-40 lights in 2021-2023 3) Fort Stockton TX - Matthew Quiroz Heros Memorial Spray Park Î Lighting project, 18 lights in 2023 4) El Paso TX - Pilot Crosswalk lighting Î Lighting project, 17 lights in 2023 5) Sherman TX - Parking Laurel Street Î Lighting project, 17 lights in 2022

3. Describe the resources Proposer has to manage staff and successf ully perform the Work contemplated under this Contract. State the number and summariz e the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract.

N/A

ATTACHMENT B
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4. The Contract does not include architectural or engineerin g services, which must be procured separately, outside of the

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PROPOSAL FORMS CONST. v.05.04.2023

Cooperative, in accordance with Chapter 2254 of the Texas Government Code (Professional Services Procurement Act) or other applicable law (for entities ou tside of Texas). If you are performing Wo rk under the Contract on a project that requires the services of an architect or professional en gineer, how will you work with a Cooperative member and its designated architect or engineer with respect to services that must be procured outside the Contract?

We have our own engineering team in house.

5. Describe the tasks and functions that can be completed by Vendor in-house without the use of a subcontractor or other third party.

Lighting design, photometric and size up of the system.

6. Marketing Strategy: For your Proposal to be considered, you must su bmit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal. (Example: Explain how your company will initially inform Cooperative members of your BuyBoard Contract, and how you will continue to support the BuyBoard for the duration of the Contract term.) Attach additional pages if necessary.

Strategy:
1) Mailing List to let our potential customers that we are part of Buyboard 2) Trade Show, Display of Buyboard symbol
3) Mailing of projects done in the US those last 5 years 4) Meet with city and counties in person and presentation of our products and Buyboard

7. Describe Proposer’s financial capability to perform the Contract. State or describe the firm’s financial strength and rating, bonding capacity, and insurance coverage limits. State whethe r the firm, or any of the firm’s past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm.

Fonroche lighting America is part of the International Group Fonroche Lighting.

The annual revenue in the US is : 5 millions USD
Fonroche lighting America , or any of the Fonroche entities past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years

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8. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? If so, provide detailed information on the nature of such items and prospects for resolution. none

9. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. Include any contract for which the surety was notified of a potential claim in regard to a payment or performance bond. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstance s of the default, notice to surety, failure to complete or deliver the work, or termination.
none

10. List all litigation or other legal proceedings (including arbitrat ion proceedings and/or claims filed with a surety in regard to a payment or performance bond), if an y, in the last 10 years brought against your firm, or any of the firm’s past or present owners, principal shareholders or stockholders, officers, agents or empl oyees, that relate to or arise from a contract similar to this Contract or the Work contemplated under this Contract. Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status.

none

11. Describe in detail the quality control system Vendor will use, including third party auditing certification, to support the long-term performance and structural strength of the products to be used in a project under the Contract.

All products are inspected by the Fonroche operation team in Fort Worth prior to ship any lights to our customer.

All products are tested by the Fonroche operation team in Fort Worth prior to ship any lights to our customer.

ATTACHMENT B
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12. If the Work will require Vendor to tender performance or payment bonds, provide the name of the bonding company or surety that will issue such bonds.

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None, we are a manufacturer only. Bond will be provided by the contractor used by the cities or counties to realize the installation of the lights power with the Photovoltaic panel.

13. Describe in detail all documented safety issues, if any, that have involved Vendor in the last three years related to the type of work contemplated under this Contract. Provide a three-year history of your firm’s workers compensation experience modifier.

No safety issues in the last 5 years.

Provide a three-year history of your firm’s workers compensation experience modifier Î N/A

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VENDOR REQUEST TO SELF-REPORT BUYBOARD PURCHASES

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The General Terms and Conditions require that all Purchase Orders generated by or under any Contract awarded under this Proposal Invitation be processed through the BuyBoard and, except as expressly au thorized in writing by the Cooperative administrator, Vendors are not authorized to process Purchase Orders received directly from Cooperative members that have not been processed through the BuyBoard or provided to the Cooperative. In accordance with this provision, Vendor may request authorization of the Cooperative administrator to self -report Cooperative member purchases if awarded a Contract under this Proposal Invitation. By making such a request, Vendor acknowledges and agrees that self-reporting is specifically subject to and conditioned upon (1) Vendor’s agreement to the Additional Terms and Conditions for BuyBoard Self-Reporting which are included in this Prop osal Invitation and incorporated herein for all purposes and (2) approval of this request in writing by the Cooperative administrator.

Note: This form is NOT required as part of your proposal. You should sign and return this form ONLY if you wish to request authorization to self-report BuyBoard purchases. Any request to self-report will not be effective, and Vendor shall not be authorized to self-report BuyBoard member purchases, unless and until (1) Vendor is awarded a Contract under this Proposal Invitation, and (2) the request has been approved in writing by the Cooperative administrator.

By my signature below , I hereby request authorization from the Cooperative administrator to self-report BuyBoard purchases if my company is awarded a Contract. I certify that I am authorized by the above-named Vendor to approve this form, and I have received and read the Additional Terms and Conditions for BuyBoard Self-Reporting included in this Proposal Invitation and do hereby approve and agree to such terms and conditions on behalf of Vendor.

NAME OF VENDOR: F o n r o c h e L i g h t i n g A m e r i c a Signature of Vendor Authorized Representative
Printed Name:

Title:

Date:

ANICET MABONZO

SALES MANAGER
9-26-2023
Company Name
(For Cooperative Administrator Use Only)
Approved by BuyBoard Administrator:

Effective/Start Date for Self-Reporting:

ATTACHMENT B
141

REQUIRED FORMS CHECKLIST

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PROPOSAL FORMS CONST. v.05.04.2023

(Please check (√) the following)
Reviewed/Completed: Proposer’s Acceptance and Agreement

PROPOSAL FORMS PART 1: COMPLIANCE FORMS

Reviewed/Completed: Proposal Acknowledgements
Reviewed/Completed: Felony Conviction Disclosure
Reviewed/Completed: Resident/Nonresident Certification
Reviewed/Completed: Debarment Certification
Reviewed/Completed: Vendor Employment Certification
Reviewed/Completed: No Boycott Verification
Reviewed/Completed: No Excluded Nation or Foreign Terrorist Organization Certification Reviewed/Completed: Historically Underutilized Business Certification Reviewed/Completed: Acknowledgement of BuyBoard Technical Requirements Reviewed/Completed: Construction-Related Goods and Services Affirmation Reviewed/Completed: Deviation and Compliance
Reviewed/Completed: Vendor Consent for Name Brand Use
Reviewed/Completed: Confidential/Proprietary Information Reviewed/Completed: EDGAR Vendor Certification
Reviewed/Completed: Compliance Forms Signature Page

PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS

Reviewed/Completed: Vendor Business Name
Reviewed/Completed: Vendor Contact Information (complete in electronic proposal submission system) Reviewed/Completed: Federal and State/Purchasing Cooperative Experience Reviewed/Completed: Governmental References
Reviewed/Completed: Company Profile
Reviewed/Completed: Texas Regional Service Designation (complete in electronic proposal submission system) Reviewed/Completed: State Service Designation (complete in electronic proposal submission system) Reviewed/Completed: National Purchasing Cooperative Vendor Award Agreement (Vendors serving outside Texas only) Reviewed/Completed: Local/Authorized Seller Listings
Reviewed/Completed: Manufacturer Dealer Designation
Reviewed/Completed: Proposal Invitation Questionnaire
Reviewed/Completed: Vendor Request to Self-Report BuyBoard Purchases (Optional) Reviewed/Completed: Proposal Specifications Discount (%) off Catalog/Pricelist and/or other required pricing information including Catalogs/Pricelists (or no bid response) must be submitted with the Proposal or the Proposal will not be considered and Manufacturer Authorization Letters. √
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ATTACHMENT B
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PROPOSAL SPECIFICATION SUMMARY

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Section I: Photovoltaic Power System Equipment and Products

1. Discount (%) off catalog/pricelist for All Types of Photovoltaic Power System Equipment and Components - Systems shall include all equipment, components, supplies, and related items for a fully integrated, photovoltaic station of solar energy (stand alone, ground mounted, rooftop-mounted, and/or building-integrated systems).

2. Discount (%) off catalog/pricelist for Photovoltaic Power Systems Repair Parts - brackets, cabling systems, mounts, panels and related items.

3. Discount (%) off catalog/pricelist for Photovoltaic Power System Extended Service Maintenance Agreements.

Section II: Installation and Repair Service

4. Hourly Labor Rate for Standard Hours for Installa tion/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - Not to exceed Standard hourly labor rate for Installation/Repair Service of Equipment and Products.

5. Hourly Labor Rate for Non-Standard Hours for Insta llation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - Not to exceed Non-Standard hourly labor rate for Installation/Repair Service of Equipment and Products.

6. Coefficient for Standard Hours of Installation/Repai r Service of Photovoltaic Power System Equipment, Components and Related Items - RSMeans Cost Data from the Total INCL O&P column (most current edition).

7. Coefficient for Non-Standard Hours for Installati on/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - RSMeans Cost Data from the Tota l INCL O&P column (most current edition).

The categories and items specified for this Proposal Invitation are summarized below. For full Proposal Specifications, you must review and complete the Proposal Spec ification information in the electronic proposal submission system in accordance with the Instructions to Proposers (or, if submitting a hard copy Proposal, timely request and complete the Proposal Specification Form in accordance with the Instructions to Proposers).

PROPOSAL NOTE 1 : Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/ vendor websites w ill be accepted .

PROPOSAL NOTE 2 : Vendors proposing must be approved by the manufacturer to sell, install, and service the brand of Photovoltaic Power System equipment submitted. Proposers responding to this Proposal Invitation shall submit an approval letter from each manufacturer proposed, and manufacturer authorization letters must include the regions and/or states in which the equipment may be sold . Manufacturers responding directly to th is proposal invitation, in lieu of an authorization letter, must submit a letter explaining that the company is the manufacturer of the products proposed.

ATTACHMENT B
143
Fonroche Lighting America Information
Contact: Anicet Mabonzo
Address: 10 Roessier Road Suite F
Woburn, MA 01801
Phone: ( 339) 225-4530 x0
Email: sales@F onroche.us
Web Address: https://www.fonrochesolarlighting.com/
By submitting your response, you certify that you are authorized to represent and bind your company.

Anicet Mabonzo [email protected]
Signature Email
Submitted at 9/27/2023 03:01:27 PM (CT)
Requested Attachments
BuyBoard Proposal Invitation No. 725-24 Photovoltaic Power System Equipment and Components
BuyBoard Proposal Invitation No.
725-24 Photovoltaic Power
System Equipment and
Components.pdf
REQUIRED-In PDF format, upload all proposal invitation documents available for download at vendor.buyboard.com including any additional pages, as necessary. NOTICE: DO NOT complete proposal forms in internet browser. No data will be stored. Download file to computer and complete proposal forms prior to submitting. (Please DO NOT password protect uploaded files.)
Catalog/Pricelist Buyboard Catalog 2023_725-24
PV Power Center.pdf
REQUIRED-In Excel or PDF format, upload catalog(s)/pricelist(s) in accordance with proposal invitation instructions.

Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or Proposal will not be considered. No paper catalogs or manufacturer/vendor websites will be accepted. File size must not exceed 250MB. (Please DO NOT password protect uploaded files.)
Exceptions and/or Detailed Information Related to Discount % and/or Hourly Labor Rate Proposed
No response
In PDF format and if necessary, vendor shall attach detailed information regarding exceptions to pricing and/or discount percentage and define the services that are proposed to be provided. NOTE: IF DETAILED INFORMATION IS NOT SUBMITTED, PROPOSAL MAY NOT BE CONSIDERED. (Please DO NOT password protect uploaded files.) Manufacturer Authorization Letter(s)
Manufacturer Authorization
Letter(s) FONROCHE Lighting
America.pdf
REQUIRED - Upload Manufacturer Authorization Letter(s) in PDF format. Vendors proposing must be approved by the manufacturer to sell, install, and service the brand(s) of Photovoltaic Power System equipment submitted. Proposers responding to this Proposal Invitation shall submit an approval letter from each manufacturer proposed, and manufacturer authorization letters must include the regions and/or states in which the equipment may be sold.

Manufacturers responding directly to this proposal invitation, in lieu of an authorization letter, must submit a letter explaining that the company is the manufacturer of the products proposed.

Vendor: Fonroche Lighting America 725-24Page 3 of 21 pages

ATTACHMENT B
144
Company Profile Profile Fonroche Lighting
America.pdf
REQUIRED-Information on awarded Cooperative Contracts is available to Cooperative Members on the BuyBoard website. If your company is awarded a Contract under this Proposal Invitation, please provide a brief company description that you would like to have included with your company profile on the BuyBoard website. Submit your company profile in a separate file, in Word format, with your Proposal. (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website. The Cooperative reserves the right to exclude or remove any content in its sole discretion, with or without prior notice, including but not limited to any content deemed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.) IRS Form W-9 Request for Taxpayer Identification Number and Certification
W9 2023.pdf
REQUIRED-In PDF format, upload W-9 form. (Please DO NOT password protect uploaded files.) Response Attachments
LA Letter Better Quality.JPG
&LW\RI/RV$QJHOHV&$DSSURYDOOHWWHU2QO\0DQXIDFWXUHURI6RODU6WUHHWOLJKWVDSSURYHGWREHXVHRQURDGLQ/$ GenPro_Fonroche_LOS040623.pdf
*HQSURLQVWDOOHGILUVW)RQURFKH3URGXFW\HDUVDJRLQ6RXWK'DNRWD 7-25.png
Award receive for project with the city of Marana AZ
Bid Attributes
1 Federal Identification Number
Federal Identification Number
83-4369862
2 HUB/No Israel Boycott Certification/No Excluded Nation or Foreign Terrorist Certification HUB/No Israel Boycott Certification/No Excluded Nation or Foreign Terrorist Certification 3 No Israel Boycott Certification
A Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not ER\FRWW,VUDHO
DQG

ZLOOQRWER\FRWW,VUDHOGXULQJWKHWHUP RIWKHFRQWUDFW 7(;*29¶7&2'(&K

Accordingly, this certification form is included to the extent required by law. ³%R\FRWW,VUDHO´PHDQVUHIXVLQJWRGHDOZLWKWHUPLQDWLQJEXVLQHVVDFWLYLWLHVZLWKRURWKHUZLVHWDNLQJDQ\DFWLRQWKDW is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for RUGLQDU\EXVLQHVVSXUSRVHV7(;*29¶7&2'(

By signature on the Compliance Forms Signature Page, to the extent applicable, I certify and verify that Vendor does not boycott Israel and will not boycott Israel during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification.

Yes
Vendor: Fonroche Lighting America 725-24Page 4 of 21 pages

ATTACHMENT B
145
4 No Excluded Nation or Foreign Terrorist Organization Certification Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization ±VSHFLILFDOO\DQ\FRPSDQ\LGHQWLILHGRQDOLVWSUHSDUHGDQGPDLQWDLQHGE\WKH7H[DV&RPSWUROOHUXQGHU7H[DV *RYHUQPHQW&RGHRU
$FRPSDQ\WKDWWKH86*RYHUQPHQWDIILUPDWLYHO\GHFODUHV to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) By signature on the Compliance Forms Signature Page, I certify and verify that Vendor is not on the Texas &RPSWUROOHU¶VOLVWLGHQWLILHGDERYH
WKDWWKLVFHUWLILFDWLRQLVWUXHFRPSOHWHDQGDFFXUDWH DQGWKDW,DPDXWKRUL]HGE\
my company to make this certification.

Yes
5 MWBE/HUB Status Certification
A Proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women %XVLQHVV(QWHUSULVHRU³0:%(´DQGDOOUHIHUUHGWRLQWKLVIRUPDVD³+8%´ LVHQFRXUDJHGWRLQGLFDWHLWV+8%
certification status when responding to this Proposal Invitation. The BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form.

I certify that my company has been certified as a MWBE/HUB in the following categories :
(Please check all that
apply)
6 Minority Owned Business
Minority Owned Business
Minority Owned Business
7 Women Owned Business
Women Owned Business
Women Owned Business
8 Service-Disabled Veteran Owned Business
6HUYLFH'LVDEOHG9HWHUDQ2ZQHG%XVLQHVV
YHWHUDQGHILQHGE\86&

ZKRKDVDVHUYLFHFRQQHFWHG
GLVDELOLW\DVGHILQHGE\86&

DQGZKRKDVDGLVDELOLW\UDWLQJRIRUPRUHDVGHWHUPLQHGE\WKH8 S. Department of Veterans Affairs or Department of Defense) Service-Disabled Veteran Owned Business
9 Certification Number
Certification Number
No response
1 0
Name of Certifying Agency
Certifying Agency
No response
1 1
Non-MWBE/HUB
My company has NOT been certified as a MWBE/HUB
Non-HUB
1 2
Vendor General Contact Information
Proposal/Contract General Contact Information
Vendor: Fonroche Lighting America 725-24Page 5 of 21 pages

ATTACHMENT B
146
1 3
Vendor Proposal/Contract Contact Name
Vendor Proposal/Contract Contact Name
Anicet Mabonzo
1 4
Vendor Proposal/Contract Contact E-mail Address
Vendor Proposal/Contract Contact E-mail Address
[email protected]
1 5
Vendor Proposal/Contract Mailing Address
Vendor Proposal/Contract Mailing Address
4900 DAVID STRICKLAND RD
1 6
Vendor Proposal/Contact Mailing Address - City
Vendor Proposal/Contact Mailing Address - City
Fort Worth
1 7
Vendor Proposal/Contact Mailing Address - State
Vendor Proposal/Contact Mailing Address - State (Abbreviate State Name) TX
1 8
Vendor Proposal/Contact Mailing Address - Zip Code
Vendor Proposal/Contact Mailing Address - Zip Code
76119
1 9
Vendor Proposal/Contact Phone Number
Vendor Proposal/Contact Phone Number (xxx-xxx-xxxx)
316-833-0976
2 0
Vendor Proposal/Contact Extension Number
Vendor Proposal/Contact Extension Number
No response
2 1
Company Website
Company Website (www.XXXXX.com)
https://www.fonrochesolarlighting.com/
2 2
Purchase Orders Contact Information
All Purchase Orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to Vendors to assist them with retrieving their orders.

Please select options below for receipt of Purchase Orders and provide the requested information:

I will use the internet to receive Purchase Orders at the following address Yes
Vendor: Fonroche Lighting America 725-24Page 6 of 21 pages

ATTACHMENT B
147
2 3
Purchase Order E-mail Address
Purchase Order E-mail Address
[email protected]
2 4
Purchase Order Contact Name
Purchase Order Contact Name
Anicet Mabonzo
2 5
Purchase Order Contact Phone Number
Purchase Order Contact Phone Number (xxx-xxx-xxxx)
3168330976
2 6
Purchase Order Contact Extension Number
Purchase Order Contact Extension Number
No response
2 7
Alternate Purchase Order E-mail Address
Alternate Purchase Order E-mail Address
[email protected]
2 8
Alternate Purchase Order Contact Name
Alternate Purchase Order Contact Name
[email protected]
2 9
Alternate Purchase Order Contact Phone Number
Alternate Purchase Order Contact Phone Number (xxx-xxx-xxxx) 339-225-4530
3 0
Alternate Purchase Order Contact Extension Number
Alternate Purchase Order Contact Extension Number
No response
3 1
Purchase Orders Contact Information
All Purchase Orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to Vendors to assist them with retrieving their orders.

Please select options below for receipt of Purchase Orders and provide the requested information:
3XUFKDVH2UGHUVPD\EHUHFHLYHGE\WKH'HVLJQDWHG'HDOHU V
LGHQWLILHGRQP\FRPSDQ\¶V'HDOHU
Designation form as provided to the Cooperative administrator. I understand that my company shall remain responsible for the Contract and the performance of all Designated Dealers under and in accordance with the Contract.

No
3 2
Request for Quotes (RFQ)
Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs:

Vendor: Fonroche Lighting America 725-24Page 7 of 21 pages

ATTACHMENT B
148
3 3
Request for Quote (RFQ) E-mail Address
Request for Quote (RFQ) E-mail Address
[email protected]
3 4
Request for Quote (RFQ) Contact Name
Request for Quote (RFQ) Contact Name
Anicet Mabonzo
3 5
Request for Quote (RFQ) Contact Phone Number
Request for Quote (RFQ) Contact Phone Number (xxx-xxx-xxxx) 3168330976
3 6
Request for Quote (RFQ) Contact Extension Number
Request for Quote (RFQ) Contact Extension Number
No response
3 7
Alternate Request for Quote (RFQ) E-mail Address
Alternate Request for Quote (RFQ) E-mail Address
[email protected]
3 8
Alternate Request for Quote (RFQ) Contact Name
Alternate Request for Quote (RFQ) Contact Name
Hocine Benaoum
3 9
Alternate Request for Quote (RFQ) Contact Phone Number
Alternate Request for Quote (RFQ) Contact Phone Number (xxx-xxx-xxxx) 339-225-4530
4 0
Alternate Request for Quote (RFQ) Contact Extension Number Alternate Request for Quote (RFQ) Contact Extension Number No response
4 1
Invoices
Your company will be billed monthly for the service fee due under a Contract awarded under this Proposal Invitation. All invoices are available on the BuyBoard website and e-mail notifications will be sent when they are ready to be retrieved .

Vendor: Fonroche Lighting America 725-24Page 8 of 21 pages

ATTACHMENT B
149
4 2
Invoices
Please choose only one (1) of the following options for receipt of invoices and provide the requested information:
(a) Service fee invoices and related communications should be provided directly to my company at:
or
(b) In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent:

If Vendor authorizes a billing agent to receive and process service fee invoices, in accordance with the General Terms and Conditions of the Contract, Vendor specifically acknowledges and agrees that nothing in that designation shall relieve Vendor of its responsibilities and obligations under the Contract including, but not limited to, payment of all service fees under any Contract awarded Vendor.

Service fee invoices and notices direct to company
4 3
Invoice Company Name
Invoice Company Name
Fonroche Lighting America
4 4
Invoice Company Department Name
Invoice Company Department Name
Operation
4 5
Invoice Contact Name
Invoice Contact Name
Gregory Petipas
4 6
Invoice Mailing Address
Invoice Mailing Address (P.O. Box or Street Address)
4900 David Strickland Rd
4 7
Invoice Mailing Address - City
Invoice Mailing Address - City
Fort Worth
4 8
Invoice Mailing Address - State
Invoice Mailing Address - State (Abbreviate State Name) TX
4 9
Invoice Mailing Address - Zip Code
Invoice Mailing Address (Zip Code)
76119
5 0
Invoice Contact Phone Number
Invoice Contact Phone Number (xxx-xxx-xxxx)
339-225-4530
Vendor: Fonroche Lighting America 725-24Page 9 of 21 pages

ATTACHMENT B
150
5 1
Invoice Contact Extension Number
Invoice Contact Extension Number
No response
5 2
Invoice Contact Fax Number
Invoice Contact Fax Number (xxx-xxx-xxxx)
No response
5 3
Invoice Contact E-mail Address
Invoice Contact E-mail
[email protected]
5 4
Invoice Contact Alternate E-mail Address
Invoice Contact Alternate E-mail Address
[email protected]
5 5
Billing Agent Company Name
Billing Agent Company Name
No response
5 6
Billing Agent Department Name
Billing Agent Department Name
No response
5 7
Billing Agent Contact Name
Billing Agent Contact Name
No response
5 8
Billing Agent Mailing Address
Billing Agent Mailing Address (P.O. Box or Street Address) No response
5 9
Billing Agent Mailing Address - City
Billing Agent Mailing Address - City
No response
6 0
Billing Agent Mailing Address - State
Billing Agent Mailing Address - State (Abbreviate State Name) No response
6 1
Billing Agent Mailing Address - Zip Code
Billing Agent Mailing Address - Zip Code
76119
6 2
Billing Agent Contact Phone Number
Billing Agent Contact Phone Number (xxx-xxx-xxxx)
3168330976
Vendor: Fonroche Lighting America 725-24Page 10 of 21 pages

ATTACHMENT B
151
6 3
Billing Agent Contact Extension Number
Billing Agent Contact Extension Number
No response
6 4
Billing Agent Fax Number
Billing Agent Fax Number
No response
6 5
Billing Agent Contact E-mail Address
Billing Agent Contact E-mail Address
[email protected]
6 6
Billing Agent Alternative E-mail Address
Billing Agent Alternative E-mail Address
[email protected]
6 7
Shipping Via
Common Carrier, Company Truck, Prepaid and Add to Invoice, or Other Company Truck
6 8
Payment Terms
Note: Vendor payment terms must comply with the BuyBoard General Terms and Conditions and the Texas Prompt Payment Act (Texas Government Code Ch. 2251).
GHSRVLW1HWIURP6KLS'DWH&RQWLQJHQWRQFUHGLWDSSURYDO1HWIURP6KLS'DWH 6 9
Vendor's Internal/Assigned Reference/Quote Number
Vendor's Internal/Assigned Reference/Quote Number
No response
7 0
State or Attach Return Policy
1RWH
2QO\UHWXUQUHTXLUHPHQWVDQGSURFHVVHVZLOOEHGHHPHGSDUWRI9HQGRU¶VUHWXUQSROLF\$Q\XQUHODWHGFRQWUDFW terms, terms of sale, or other information not specifically related to return requirements and processes included in 9HQGRU¶VUHWXUQSROLF\VKDOOQRWDSSO\WRDQ\DZDUGHG&RQWUDFWXQOHVVVSHFLILFDOO\LQFOXGHGDVDGHYLDWLRQLQWKH Deviation and Compliance Form and accepted by the Cooperative.

No response
7 1
Electronic Payments
Are electronic payments acceptable to your company?
Yes
7 2
Credit Card Payments
Are credit card payments acceptable to your company?
Yes
Vendor: Fonroche Lighting America 725-24Page 11 of 21 pages

ATTACHMENT B
152
7 3
Texas Regional Service Designation
Texas Regional Service Designation - Refer to Form in Proposal Invitation The &RRSHUDWLYH
UHIHUUHGWRDV³7H[DV&RRSHUDWLYH´LQWKLVIRUPDQGLQWKH6WDWH6HUYLFH'HVLJQDWLRQIRUP RIIHUV
vendors the opportunity to service its members throughout the entire State of Texas. If you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service on this form. If you propose to serve different regions for different products or services included in your Proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. By designating a region or regions, you are certifying that you are authorized and willing to provide the proposed products and services in those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on this form.
7 4
Company Name
Company Name
Fonroche Lighting America
7 5
Texas Regional Service Designation
Select only one of the following options . If you select "I will NOT serve all Regions of Texas", you must then check the individual Regions you wish to serve.

I will serve all Regions of Texas
7 6
Region 1
Region 1 - Edinburg
Region 1
7 7
Region 2
Region 2 - Corpus Christi
Region 2
7 8
Region 3
Region 3 - Victoria
Region 3
7 9
Region 4
Region 4 - Houston
Region 4
8 0
Region 5
Region 5 - Beaumont
Region 5
8 1
Region 6
Region 6 - Huntsville
Region 6
8 2
Region 7
Region 7 - Kilgore
Region 7
Vendor: Fonroche Lighting America 725-24Page 12 of 21 pages

ATTACHMENT B
153
8 3
Region 8
Region 8 - Mount Pleasant
Region 8
8 4
Region 9
Region 9 - Wichita Falls
Region 9
8 5
Region 10
Region 10 - Richardson
Region 10
8 6
Region 11
Region 11 - Fort Worth
Region 11
8 7
Region 12
Region 12 - Waco
Region 12
8 8
Region 13
Region 13 - Austin
Region 13
8 9
Region 14
Region 14 - Abilene
Region 14
9 0
Region 15
Region 15 - San Angelo
Region 15
9 1
Region 16
Region 16 - Amarillo
Region 16
9 2
Region 17
Region 17 - Lubbock
Region 17
9 3
Region 18
Region 18 - Midland
Region 18
9 4
Region 19
Region 19 - El Paso
Region 19
Vendor: Fonroche Lighting America 725-24Page 13 of 21 pages

ATTACHMENT B
154
9 5
Region 20
Region 20 - San Antonio
Region 20
9 6
State Service Designation
State Service Designation - Refer to Form in Proposal Invitation.

As set IRUWKLQWKH3URSRVDO,QYLWDWLRQLWLVWKH&RRSHUDWLYH¶VLQWHQWWKDWRWKHUJRYHUQPHQWDOHQWLWLHVLQWKH8QLWHG States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy-back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete this form accordingly. (Note:

If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) In addition to this form, to be considered for a piggy-back award by the National Purchasing Cooperative, you must have an authorized representative sign the National Purchasing Cooperative Vendor Award Agreement that follows this form.

If you serve different states for different products or services included in your Proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. By designating a state or states, you are certifying that you are authorized and willing to provide the proposed products and services in those states. Designating states in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract. 9 7
Company Name
Company Name
Fonroche Lighting America
9 8
State Service Designation
Select only one of the following options. If you select "I will NOT serve all States", you must then check the individual States you wish to serve.

I will serve all states in the United States
9 9
Alabama
Alabama
Alabama
1 0
0 Alaska
Alaska
Alaska
1 0
1 Arizona
Arizona
Arizona
1 0
2 Arkansas
Arkansas
Arkansas
1 0
3 California
California (Public Contract Code 20118 & 20652)
California
Vendor: Fonroche Lighting America 725-24Page 14 of 21 pages

ATTACHMENT B
155
1 0
4 Colorado
Colorado
Colorado
1 0
5 Connecticut
Connecticut
Connecticut
1 0
6 Delaware
Delaware
Delaware
1 0
7 District of Columbia
District of Columbia
District of Columbia
1 0
8 Florida
Florida
Florida
1 0
9 Georgia
Georgia
Georgia
1 1
0 Hawaii
Hawaii
Hawaii
1 1
1 Idaho
Idaho
Idaho
1 1
2 Illinois
Illinois
Illinois
1 1
3 Indiana
Indiana
Indiana
1 1
4 Iowa
Iowa
Iowa
1 1
5 Kansas
Kansas
Kansas
Vendor: Fonroche Lighting America 725-24Page 15 of 21 pages

ATTACHMENT B
156
1 1
6 Kentucky
Kentucky
Kentucky
1 1
7 Louisiana
Louisiana
Louisiana
1 1
8 Maine
Maine
Maine
1 1
9 Maryland
Maryland
Maryland
1 2
0 Massachusetts
Massachusetts
Massachusetts
1 2
1 Michigan
Michigan
Michigan
1 2
2 Minnesota
Minnesota
Minnesota
1 2
3 Mississippi
Mississippi
Mississippi
1 2
4 Missouri
Missouri
Missouri
1 2
5 Montana
Montana
Montana
1 2
6 Nebraska
Nebraska
Nebraska
1 2
7 Nevada
Nevada
Nevada
Vendor: Fonroche Lighting America 725-24Page 16 of 21 pages

ATTACHMENT B
157
1 2
8 New Hampshire
New Hampshire
New Hampshire
1 2
9 New Jersey
New Jersey
New Jersey
1 3
0 New Mexico
New Mexico
New Mexico
1 3
1 New York
New York
New York
1 3
2 North Carolina
North Carolina
North Carolina
1 3
3 North Dakota
North Dakota
North Dakota
1 3
4 Ohio
Ohio
Ohio
1 3
5 Oklahoma
Oklahoma
Oklahoma
1 3
6 Oregon
Oregon
Oregon
1 3
7 Pennsylvania
Pennsylvania
Pennsylvania
1 3
8 Rhode Island
Rhode Island
Rhode Island
1 3
9 South Carolina
South Carolina
South Carolina
Vendor: Fonroche Lighting America 725-24Page 17 of 21 pages

ATTACHMENT B
158
1 4
0 South Dakota
South Dakota
South Dakota
1 4
1 Tennessee
Tennessee
Tennessee
1 4
2 Texas
Texas
Texas
1 4
3 Utah
Utah
Utah
1 4
4 Vermont
Vermont
Vermont
1 4
5 Virginia
Virginia
Virginia
1 4
6 Washington
Washington
Washington
1 4
7 West Virginia
West Virginia
West Virginia
1 4
8 Wisconsin
Wisconsin
Wisconsin
1 4
9 Wyoming
Wyoming
Wyoming
Bid Lines
Vendor: Fonroche Lighting America 725-24Page 18 of 21 pages

ATTACHMENT B
159
1 Section I: Photovoltaic Power System Equipment and Products Discount (%) off catalog/pricelist for All Types of Photovoltaic Power System Equipment and Components- Systems shall include all equipment, components, supplies, and related items for a fully integrated, photovoltaic station of solar energy (stand alone, ground mounted, rooftop-mounted, and/or building-integrated systems). Catalog/Pricelist MUST be included or proposal will not be considered.

Total: 0%
Item Notes: PROPOSAL NOTE 1: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

PROPOSAL NOTE 2: Vendors proposing must be approved by the manufacturer to sell, install, and service the brand of Photovoltaic Power System equipment submitted. Proposers responding to this Proposal Invitation shall submit an approval letter from each manufacturer proposed, and manufacturer authorization letters must include the regions and/or states in which the equipment may be sold. Manufacturers responding directly to this proposal invitation, in lieu of an authorization letter, must submit a letter explaining that the company is the manufacturer of the products proposed.

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:

Select "Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
9HQGRU¶VPXVWOLVWRQHVSHFLILFSHUFHQWDJHGLVFRXQWIRUHDFKPDQXIDFWXUHUDQGRU catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU, Reference Numbers, Websites, and/or "See Attached/Enclosed".

Buyboard 2023_725-24 PV
2 Section I: Photovoltaic Power System Equipment and Products Discount (%) off catalog/pricelist for Photovoltaic Power Systems Repair Parts - brackets, cabling systems, mounts, panels and related items.Catalog/Pricelist MUST be included or proposal will not be considered.

No Bid
Item Notes: PROPOSAL NOTE 1: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

PROPOSAL NOTE 2: Vendors proposing must be approved by the manufacturer to sell, install, and service the brand of Photovoltaic Power System equipment submitted. Proposers responding to this Proposal Invitation shall submit an approval letter from each manufacturer proposed, and manufacturer authorization letters must include the regions and/or states in which the equipment may be sold. Manufacturers responding directly to this proposal invitation, in lieu of an authorization letter, must submit a letter explaining that the company is the manufacturer of the products proposed.

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:

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Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU, Reference Numbers, Websites, and/or "See Attached/Enclosed".

No response
3 Section I: Photovoltaic Power System Equipment and Products Discount (%) off catalog/pricelist for Photovoltaic Power System Extended Service Maintenance Agreements. Catalog/Pricelist MUST be included or proposal will not be considered.

PROPOSAL NOTE 2: Vendors proposing must be approved by the manufacturer to sell, install, and service the brand of Photovoltaic Power System equipment submitted. Proposers responding to this Proposal Invitation shall submit an approval letter from each manufacturer proposed, and manufacturer authorization letters must include the regions and/or states in which the equipment may be sold. Manufacturers responding directly to this proposal invitation, in lieu of an authorization letter, must submit a letter explaining that the company is the manufacturer of the products proposed.

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU, Reference Numbers, Websites, and/or "See Attached/Enclosed".

No response
4 Section II: Installation and Repair Service
Hourly Labor Rate for Standard Hours for Installation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - Not to Exceed Standard hourly labor rate for Installation/Repair Service of Equipment and Products.

Quantity: 1 UOM: Hourly Labor Rate No Bid
5 Section II: Installation and Repair Service
Hourly Labor Rate for Non-Standard Hours for Installation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - Not to Exceed Non-Standard hourly labor rate for
Installation/Repair Service of Equipment and Products.

Quantity: 1 UOM: Hourly Labor Rate No Bid
6 Section II: Installation and Repair Service
Coefficient for Standard Hours of Installation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - RSMeans Cost Data from the Total INCL O&P column (most current edition).

Quantity: 1 UOM: Coefficient Factor No Bid
Vendor: Fonroche Lighting America 725-24Page 20 of 21 pages

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7 Section II: Installation and Repair Service
Coefficient for Non-Standard Hours for Installation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - RSMeans Cost Data from the Total INCL O&P column (most current edition).

Quantity: 1 UOM: Coefficient Factor No Bid
Response Total: $0.00
Vendor: Fonroche Lighting America 725-24Page 21 of 21 pages

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Made in Forth Worth Texas.

Solar Light Manufacturer:

Fonroche LighƟng America is the Manufacturer of the Smartlight.

Street lights 100 % oﬀ grid power by the Photovoltaic Panel.

Factory is located in Fort Worth Texas

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Responding vendors must read all sections of this Proposal Invitation carefully.

Even if your company has submitted proposals on previous BuyBoard proposal invitations, terms and requirements may have changed.

NOTICE OF PROPOSAL INVITATION
The Local Government Purchasing Cooperative d/b/a BuyBoard® (Cooperative), 12007 Research Blvd., Austin, Texas 78759 is a statewide purchasing cooperative for school districts, junior colleges, cities, counties, and other political subdivisions .

The Texas Association of School Boards, Inc. (TASB), a Texa s nonprofit corporation, 12007 Research Blvd., Austin, Texas 78759, serves as the Cooperative’s administrator. The Cooperative is endorsed by TASB, the Texas Municipal League (TML), a Texas unincorporated nonprofit association, 1821 Rutherford Lane, Austin, Texas 78754, and the Texas Association of Counties (TAC), a Texas nonprofit association, 1204 San Antonio, Austin, Texas 78701.

The Cooperative’s contracts for commodities and services are available to the members of TASB, TML, and TAC, and other local governmental entities that are members of the Cooperative and eligible to purchase through a government purchasing cooperative or interlocal contract. TASB, the Cooperative administrator, provides an online marketplace to the Cooperative known as the BuyBoard which enables members to review available contracts and make purchases of awarded commodities and services electronically.

The Cooperative is soliciting sealed proposals for products, supplies, services and/or equipment as set forth in this Proposal Invitation on behalf of all present and future members of the Cooperative. There may be over 1,000 Texas public school districts and junior colleges, over 900 municipalities, 400 counties, and numerous other political subdivisions (i.e. river authorities, special districts, public ho using authorities, etc.) participating in the Cooperative at any given time. Awarded products and services may also be available to the administrator’s nonprofit entity BuyBoard subscribers and, in the event of a piggyback award, members of the National Purchasing C ooperative located throughout the United States as further explained in the Proposal Invitation.

Completed sealed proposals for Proposal No. 725-24 for Photovoltaic Power System Equipment and Components must be received oon or before 4:00 PM September 28, 2023, either by submitting the Proposal electronically through the Cooperative’s designated website or by hard copy submission as set out in the Instructions to Proposers. Late proposals will not be accepted.

Unless a different time period is stated in the General Information document for this Proposal Invitation, questions, requests for information or clarification, or comments regarding this Proposal Invitation, including the specifications, must be submitted in writ ing, addressed as indicated below, and received by the Cooperative administrator no later than the 10
th business day before the Proposal Due Date. The
Cooperative will respond only to written questions.

The Local Government Purchasing Cooperative
Attn: TASB Asst. Division Director, Cooperative Procurement 12007 Research Blvd.

Austin, TX 78759
E-Mail: [email protected]

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PROPOSAL INVITATION NO. 725-24

TABLE OF CONTENTS

NOTICE AND INSTRUCTIONS Page
N o t i c e o f P r o p o s a l I n v i t a t i o n 1 I n s t r u c t i o n s t o P r o p o s e r s 4

GENERAL INFORMATION
G e n e r a l I n f o r m a t i o n 7

PROPOSAL FORMS
Proposer’s Acceptance and Agreement 11

PROPOSAL FORMS PART 1: COMPLIANCE FORMS
Proposal Acknowledgements 12
Felony Conviction Disclosure 13
Resident/Nonresident Certification 14
Debarment Certification 14
Vendor Employment Certification 14
No Boycott Verification 15
No Excluded Nation or Foreign Terrorist Organization Certification 16 Historically Underutilized Business Certification 16
Acknowledgement of BuyBoard Technical Requirements 16
Construction-Related Goods and Services Affirmation 17
Deviation and Compliance 18
Vendor Consent for Name Brand Use 19
Confidential/Proprietary Information 20
EDGAR Vendor Certification 22
Compliance Forms Signature Page 26

PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS
Vendor Business Name 27
Vendor Contact Information 28
Federal and State/Purchasing Cooperative Experience 28
Governmental References 29
Company Profile 29
Texas Regional Service Designation 30
State Service Designation 31
National Purchasing Cooperative Vendor Award Agreement 32 Local/Authorized Seller Listings 34
Manufacturer Dealer Designation 35

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Proposal Invitation Questionnaire 36
Vendor Request to Self-Report BuyBoard Purchases 40

Proposal Specification Summary 41
Required Forms Checklist 42

GENERAL TERMS AND CONDITIONS
General Terms and Conditions 43

APPENDICES
Appendix I: BuyBoard Technical Requirements 70
Appendix II: Additional Terms and Conditions for BuyBoard Self-Reporting 73

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INSTRUCTIONS TO PROPOSERS

Electronic Proposal Submission
The Cooperative requests that Vendors submit Proposals electronically in accordance with the instructions herein via the link available on the following website:

buyboard.com/vendor

There is no cost to the Vendor to register or use the electronic proposal submission option. To the extent a vendor is unable to submit a Proposal electronically through the proposal website, instructions for hard copy submissions are provided below.

BBefore you submit
In order to submit a Proposal electron ically, you must have a working registered vendor username and password to login. If you do not have a registered vendor userna me and password, you may obtain one by registering at buyboard.com/vendor. Note to existing BuyBoard vendors: The registered vendor login used for electronic proposal submission is NOT the same as your existing login used to check purchase orders or similar vendor information under aw arded contracts. Vendors are highly encouraged to ensure you have a working vendor login well in advance of the submission deadline.

Vendor is responsible for ensuring it has the technical capability to submit its Proposal via electronic submission.

Browser requirements can be found at https://buyboard.ionwave.net/BrowserCompatibility.html.

VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURING T IMELY SUBMISSION OF VENDOR’S PROPOSAL. Neither the Cooperative nor the Cooperative administrator shall be re sponsible for equipment or software failure, internet or website downtime, corrupt or unreadable data, or other technical issues that may cause delay or non-delivery of a Proposal or inaccessibility of the submitted data. Accordingly, Vendors are highly encouraged to prepare and allow for sufficient time to familiarize itself wi th the electronic su bmission requirements and to address any technical or data issues prior to the Proposal Due Date.

How to submit Proposal electronically
Login using your registered vendor login at buyboard.com/vendor under the “Register/Login/Submit Proposal” link.

The page will open to the list of “Available Bids.”

Click on the applicable Proposal Invitation number under the “My Invitations” or “Other Bid Opportunities” section to view this Proposal Invitation request.

Review and follow all instructions on the w ebpage.

VENDOR INFORMATION – Select the “Attributes” tab to locate the Vendor Contact Information fields required to be completed and submitted.
Vendors must respond to each item by providing the information requested. If you fail to complete any of the line items, you will receive an error and will be unable to submit your Proposal.

PROPOSAL SPECIFICATIONS – Select the “Line Items” tab to locate the Proposal Specifications. Input all required proposal pricing information (discount (%) off catalog/pricelist, line item pricing, hourly labor rates, and/or other related pricing information) as specified.

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Vendors must respond to each line item by either providing the information requested in the specifications, adding alternates to provide additional information (as necessary), or by indicating no bid. If you fail to complete any of the line items, you will receive an error and will be unable to submit your Proposal.

Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as follows or the Proposal may not be considered:
i. Manufacturers shall be listed in alphabetical order
ii. Vendor must list one specific percentage discount for each manufacturer listed. Use the “Add Alternates” option as needed to add additional manufacturers.

PPROPOSAL DOCUMENTS - To upload your Proposal documents, select the “Response Attachments” tab and upload a signed, complete copy of your Proposal in searchable PDF format , including all required proposal documents (Proposal Forms, and any other documents required by the Proposal Invitation). Electronic Catalogs/Pricelists must be submitted with the Proposal in the format required by these Instructions to Proposers or it will not be considered.

PROPOSAL SUBMISSION - Select the “Response Submission” tab to submit the Proposal. If an error or multiple errors occur, the system will display the location of the error(s). Go to the problem area and correct the errors. You must go to the specific tab(s) that contain(s) the error(s) to review the error detail and correct the error(s).

Your submission will not be submitted until all errors are corrected.
Once all errors are corrected, proceed to the “Response Submission” tab to submit the response.

How to submit hard copy Proposal – Paper copies w ill NOT be accepted While the Cooperative requests electronic submission of Proposals through the designated website, any Vendor without the technical capability or wishing to submit a hard copy Proposal may do so in accordance with the following instructions:

Contact BuyBoard staff at [email protected] to request a copy of the Proposal Specification Form and other forms not included in this packet in hard copy form at least five (5) business days prior to the Proposal Due Date.

Submit the signed, completed Proposal in a sealed envelope or carton properly marked with the Proposal Invitation number and Proposal submittal date and time and containing all required proposal documents (including forms, completed Proposal Specification Form, and any other documents required by the Proposal Invitation). The Proposal must be submitted in electronic, searchable PDF format on a USB flash drive, CD or DVD . Paper copies w ill NOT be accepted .

The Proposal Specification Form and Electronic Catalogs/Pricelists must be submitted with the Proposal in the format required by these Instructions to Proposers or it will not be considered.

Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as follows or the Proposal may not be considered:
a. Manufacturers shall be listed in alphabetical order
b. Vendor must list one specific percentage discount for each manufacturer listed.

Any hard copy electronic Proposals must be delivered via ha nd delivery or U.S. Mail to the address below so as to be received on or before the Proposal Due Date and time:

The Local Government Purchasing Cooperative
12007 Research Blvd.

Austin, TX 78759

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VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURI NG TIMELY SUBMISSION OF VENDOR’S PROPOSAL.

Neither the Cooperative nor the Cooperative administrator shall be responsible for Proposals de livered late by the United States Postal Service or any other delivery or courier service. Further, neither the Cooperative nor the Cooperative administrator shall be responsible for Proposals delivered in a corrupt or unreadable electronic format.

FFaxed and/ or emailed Proposals w ill NOT be accepted.

REQUIREMENTS FOR VENDOR CATALOGS/PRICELISTS IN PROPOSALS

Note: The following instructions set forth the requirements fo r Vendor catalogs/pricelists submitted with Proposals for proposal evaluation purposes. If awarded a Contract, Vendor may be required to resubmit catalogs/pricelists in the format described in the BuyBoard Technical Requirements as detailed further in the Proposal Invitation.

Electronic catalogs/pricelists must be submitted with Vendor’s Proposal in the required format (whether submitted electronically through the designated website or in hard copy format via mail or hand delivery) or the Proposal will not be considered. The following is required of all Vendor catalog(s)/pricelist(s) submitted to the Cooperative for evaluation with the Proposal:

Vendors shall submit cata log(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Below is a sample chart , with examples of data for each field, showin g the data fields that Vendors MUST include in each submitted pricelist/catalog with the Proposal:

BuyBoard
Specification
Item No.

Category

Part/Item
Number

Item
Description

MSRP/List
Price
(before BuyBoard Discount)

1 1234

Desk

$50.00

2 1235

Chair

$20.00

The catalogs/pricelists must include all listed data fields (BuyBoard specification category, part/item number, item description, and list price) or the Proposal will not be considered. Catalogs and pricelists should contain only items that relate to the items requested in the specifications. Vendors are discouraged from including irrelevant or non-responsive information with their Proposal . The Cooperative reserves the right to deem a Proposal non- responsive if the Proposal, including catalogs or pricelists submitted with the Proposal, do not specifically relate to the intent of the Proposal Invitation or contain what the Cooperative deem s to be, in its sole discretion , excessive irrelevant or non- responsive information, including inform ation which makes it burdensome or impractical for the Cooperative to identify responsive products and pricing.

WITHDRAWAL OR MODIFICATION OF PROPOSALS
Proposals may be withdrawn or modified prior to the Proposal Due Date and time, but only in accordance with section B.11 (Withdrawal or Modification of Proposal) of the General Terms and Conditions in this Proposal Invitation.

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GENERAL INFORMATION

Proposal Invitation No. 725-24 – Photovoltaic Power System Equipment and Components

**Please make sure that you have review ed and completed all sections of this Proposal Invitation.

1. Notice of Proposal Invitation and Instructions to Proposers

2. General Information

3. Proposal Forms

4. Proposal Specifications

5. General Terms and Conditions

6. BuyBoard Technical Requirements

7. Additional Terms and Conditions for BuyBoard Self-Reporting

PROPOSAL SUBMISSION INSTRUCTIONS

Proposal responses (including completed and signed Proposal Invitation forms, completed Proposal specifications, and pricelists/catalogs) must be submitted in electronic format in the manner prescribed in the Instructions to Proposers.

INTENT AND PURPOSE OF THE CONTRACT

The intent of this Proposal Invitation is to solicit sealed Proposals to establish a contract for various types of Photovoltaic Power System Equipment and Components that may be procured by Cooperative members. Because individual members require different equipment, supplies, and/or services, this Prop osal Invitation is a request for a discount off of catalog or price list for supplies, material s, and equipment; a not-to-exceed hourly la bor rate for installati on and repair; and a coefficient to be applied to the RS Means unit price book fo r a labor rate for installation and repair. Purchases can be made by a Cooperative member at any time during the Contra ct term. Except as provided in section E.4 of the General Terms and Conditions or otherwise in this Proposal Invitati on, Vendor shall hold its Awarded Pricing firm during the Contract term. In the event of price decreases, such price decreases shall be allowed for all products.

ADDITIONAL INFORMATION – PHOTOVOLTAIC POWER SYSTEMS EQUIPMENT AND COMPONENTS

A photovoltaic power system (“Photovoltaic Power System”) is a power system designed to supply usable solar power by means of photovoltaics, converting the sun's radiation into us able electricity. A Photovolta ic Power System, as specified in this Proposal Invitation, will include the tangible equipment and components used to supply usable, “behind the meter” solar power, including solar panels, solar inverters, as we ll as mounting, cabling, and other accessories to set up a working system. Photovoltaic Power Systems may include stand alone, ground mounted, rooftop-mounted, and/or building-integrated systems with capacities to produce various ranges of kilowatt capacity.

This Proposal Invitation seeks proposals solely for the sale, installation, maintenance, and repair of Photovoltaic Power System equipment, as specified in the Proposal Specifications, which may be utilized by Cooperative members for on-site, “behind the meter” power generation. This Proposal Invitation does NOT include, and the following will NOT be permitted under any awarded Contract:

System or equipment leases, power purchase agreemen ts, energy services agreements, or other similar arrangements through which the Cooperative member woul d not take title to and own the photovoltaic system, including all equipment, and all of the energy produced therefrom; Financing (To the extent a Cooperative member may wish to finance purchases of items awarded under this Proposal Invitation, such financing must be separately procured); Retail electric services;

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Services that are required to be procured under the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), including without limitation architecture and professional engineering services; or Energy management services;
Any other item not provided for in the Proposal Specifications.

Vendors proposing must be approved by the manufact urer to sell, install, and service the brand of Photovoltaic Power System equipment submitted . Proposers responding to this Proposal Invitation shall submit an approval letter from each manufacturer proposed, and manufacturer authorization letters must include the regions and/or states in which the equipment may be sold. Manufacturers respon ding directly to this proposal invitation, in lieu of an authorization letter, must submit a letter explaining that the company is the manufacturer of the products proposed.

TERM OF CONTRACT

The term of this contract w ill be from March 1, 2024, thro ugh February 28, 2025, with tw o possible one-year renewals.

As set forth in the General Terms and Conditions, an awarded Vendor has no right to or vested interest in contract renewal. The determination as to whether to renew or non-renew any Vendor Contract, in whole or in part, shall be in the sole discretion of the Cooperative.

For purposes of this Proposal Invitation, a Vendor must generate a minimum of $15,000 through the Contract during an annual contract term or may not be offered a renewal. A Vendor’s failure to generate this minimum amount may also be considered by the Cooperative as part of Vendor’s past performance evaluation on future proposal invitations.

VALUE OF CONTRACT

The estimated value of this contract is $277,714 ;; however, this estimate is base d on prior contracts for similar types of products and services and should not be construed to be a guaranty of either a minimum or maximum amount since usage may be dependent upon multiple factors including Cooperative members’ actual needs and available funding.

SERVICE FEE

An awarded Vendor under this Proposal Invitation must pay the Cooperative a service fee in the amount of 2% per Purchase Order generated from any contract awarded under this Proposal Invitation, and the service fee is to be included in the Awarded Pricing. Vendor agrees to pay this service fee and remit the fee to the Cooperative in Austin, Texas, promptly upon payment by the Cooperative member for any Purchase Order(s) and within 30 days of the date of each service fee invoice. As set forth in more detail in the General Terms and Conditio ns, an awarded Vendor will be required to provide the Cooperative with copies an d/or reports of all Purchase Orders ge nerated from Vendor’s Contract(s) that Vendor receives directly from Cooperative members, Vend or Invoices, and/or such other documentation regarding Cooperative member purchases under any awarded Contract as the Cooperative Admini strator may require in its reasonable discretion. The Cooperative shall have the right, up on reasonable written notice, to review records of awarded Vendors pertaining to purchases under any awarded Contract to verify purchase activity under the Contract, the accuracy of service fees payable by Vendor, or as otherwise reasonably necessary for the administration of the Contract or when required by law.

HOURS OF WORK

The proposal specifications allow Vendor s to propose either a not-to-exceed hourly labor rate or a coefficient to be applied to the RSMeans unit price book. To the extent a Vendor proposes based on a coefficient to be applied to the unit price book, Vendor must submit a coefficient for both Standard Hours and Non-Standard Hours. Vendors are expected to pursue the contracted tasks during the hours of 7 a.m. to 5 p.m. Monday through Friday (“Standard Hours”). Hours other than Standard Hours shall be considered non-standard hours (“Non-Standard Hours”).

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Non-Standard Hour rates are permissible only where work duri ng Non-Standard Hours is either specifically requested or approved in writing by the Cooperative member. If a Vendor elects to perform services during Non-Standard Hours, at its own option for Vendor’s own convenience when neither requested nor required by the Cooperative member, Vendor must perform such work at Standard Hours rates and satisfy the following requirements:

x Vendor submits a request to the Cooperative member in wr iting at least two working da ys in advance stating the specific times of the Non-Standard Hours during which the Vendor wishes to perform work; x There is no additional cost to the Cooperative member; x An authorized representative of the Cooperative member approves the request in advance in writing; and x Vendor agrees to any special conditions imposed by the Cooperative member as set forth in the approval document.

CONFIDENTIAL INFORMATION

Any information submitted by Proposer that Proposer considers to be confidential must be clearly identified as such on the Confidential/Proprietary Information Form.

AWARD AND EVALUATION

All information required by this Proposal Invitation, incl uding catalogs/pricelists where required by the Proposal Specifications, must be submitted with the Proposal or your Proposal will be deemed nonresponsive. Responsive Proposals will be evaluated, and any Cont racts will be awarded based on the evaluation and awar d criteria as set out in Section C.2 of the General Terms and Conditions determined to provide best value to Cooperative members.

COMPLIANCE WITH APPLICABLE LAWS

By submitting a Proposal, the Proposer certifies that Proposer has provided its valid, proper and correct business entity name and information in its Proposal, that such entity is operating in good standing wi th the proper authority from whatever state or local jurisdiction is required, and Proposer has obtained, and, if awarded, will cont inue to maintain du ring th e en tire term of th is Con trac t, all permits, approvals, and/or licenses necessary for lawful performance of its obligations under this Contract. Proposer fu rther certifies that, if awarded, Proposer will comply with all applicable state, federal, and local laws, rules, and regulations in regard to awarded products and/or services.

BUYBOARD WEBSITE AND TECHNICAL REQUIREMENTS

Information on awarded Contra cts, including awarded products and services under this Proposal Invitation, will be available to Cooperative members on the online marketplace pl atform utilized by the Cooperative: the BuyBoard. Vendors should review and confirm Vendor’s ability to meet the BuyBoard Technical Requirements contai ned in Appendix I of this Proposal Invitation. The BuyBoard Technical Requirements ma y be updated from time to time as set forth in the General Terms and Conditions. To the extent a Vendor is awarded a Contract under this Proposal Invitation but is unable to meet the applicable BuyBoard Technical Re quirements and provide th e information in the form at required by those requirements, Vendor acknowledges that the information ava ilable on the BuyBoard for Vendor’s awarded products or services may be limited. This may plac e Vendor at a disadvantage and impact the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services through the BuyBoard website. To improve and enhance the experience of Cooperative members seeking to procure goods and services, the Cooperative may also, in its sole discretion, provide Vendors with an opportunity to have Vendor’s logo, product images, and similar brand and trademark information included in the BuyBoard online mark etplace in relation to Awarde d Items. Vendors shall review the BuyBoard Vendor Consent for Name Brand Use included with the Proposal Forms in this Proposal Invitation.

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BUYBOARD ADVISORY REGARDING CONSTRUCTION-RELATED GOODS AND SERVICES

The Cooperative issued the BuyBoard Procurement and Cons truction-Related Goods and Services Advisory for Texas Members, which provides information specifically relevant to the procurement of construction-related goods and services by Texas Cooperative members. The advisory is available at https://www.buyboard.com/Vendor/Resources.aspx.

An awarded Vendor that sells construction-related goods or services to a Cooperative member under a Contract awarded pursuant to this Proposal Invitation must provide the Cooper ative member with a copy of the Advisory before executing a Member Construction Contract (as defined in the General Terms and Conditions associated with this Proposal Invitation) or accepting the Cooperative member’s Purchase Order for construction-related goods or services, whichever comes first.

By the Construction Related Goods and Serv ices Affirmation form in the Proposal Fo rms, Proposer agrees that, if awarded a Contract, Proposer will comply with this and other Adviso ry requirements in connection with the sale of construction- related goods or services to Cooperative members under the Contract award.

PROFESSIONAL ENGINEERING AND OTHER PROFESSIONAL SERVICES EXCLUDED

The scope of services in this Proposal Invitation and any resulting contract award do no t include services that are required to be procured under the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), including without limitation architecture and professional engineering services.

ADDITIONAL REQUIREMENTS FOR PURCHASES USING FEDERAL GRANT FUNDS (2 C.F.R. 200 Uniform Guidance/EDGAR)

When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Ad ministrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. 200 (sometimes referred to as the “Uniform Guidance” or new “EDGAR”). All Vendors submitting a Proposal must complete the EDGAR Vendor Certification Form contained in the Proposal Forms regarding their willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This information will not be used for evaluation purposes but will be made available to Co operative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract’s general terms and conditions, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

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PROPOSER’S ACCEPTANCE AND AGREEMENT

Proposal Invitation Name
Photovoltaic Power System Equipment and Components

Proposal Due Date/Opening Date and Time
September 28, 2023, at 4:00 PM

Proposal Invitation Number
725-24
Location of Proposal Opening
Texas Association of School Boards, Inc.

BuyBoard Department
12007 Research Blvd.

Austin, TX 78759

Contract Term
March 1, 2024, through February 28, 2025,
with two possible one-year renewals.

Anticipated Cooperative Board Meeting Date
February 2024

BBy signature below , the undersigned acknow ledges and agrees that you are authorized to submit this Proposal, including making all acknow ledgements, consents, and certifications herein, on behalf of Proposer and, to the best of your know ledge, the information provided is true, accurate, and complete.

_______________________________________________ ________________________________________________ Name of Proposing Company Date

_______________________________________________ ________________________________________________ Street Address Signature of Authorized Company Official

_______________________________________________ ________________________________________________ City, State, Zip Printed Name of Authorized Company Official

_______________________________________________ ________________________________________________ Telephone Number of Authorized Company Official Position or Title of Authorized Company Official

_______________________________________________ ________________________________________________ Fax Number of Authorized Company Official Federal ID Number

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PROPOSAL FORMS PART 1: COMPLIANCE FORMS

INSTRUCTIONS:

Proposer must review and complete all forms in this Proposal Forms Part 1:

Proposal Acknowledgements
Felony Conviction Disclosure
Resident/Nonresident Certification
Debarment Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Acknowledgement of BuyBoard Technical Requirements
Construction-Related Goods and Services Affirmation
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
Compliance Forms Signature Page

An authorized representative of Proposer
mmust initial in the bottom right corner of each page where indicated and complete and sign the Compliance Forms Signature Page. Proposer’s failure to fully complete, initial, and sign forms as required may result in your Proposal being rejected as non-responsive.

PROPOSAL ACKNOWLEDGEMENTS

The proposing company (“you” or “your”) hereby acknowledges and agrees as follows:

1. You have carefully examined and understand all information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Information, General Terms and Conditions, attachments/forms, appendices, item specifications, and line items (collectively “Requirements”);

2. By your response (“Proposal”) to this Proposal Invitation, you propose to supply the products or services submitted at the pricing quoted in your Proposal an d in strict compliance with the Requir ements, unless specific deviations or exceptions are noted in the Proposal;

3. By your Proposal, you acknowledge and certify all items set forth in the General Terms and Conditions, Section B.12 (Certifications), including all non-collusion certifications and certifications regarding legal, ethical, and other matters set forth therein.

4. Any and all deviations and exceptions to the Requirements have been noted in your Proposal on the required form and no others will be claimed;

Initial: _____

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5. If the Cooperative accepts any part of your Proposal and awards you a Contract, you will furnish all awarded products or services at the pricing quoted and in strict compliance with the Requirements (unless specific deviations or exceptions are noted on the required form and accepted by the Cooperative), including without limitation the Requirements related to:
a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similarly situated customers in similar circumstances; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy-back contract by the National Purchasing Cooperative or nonprofit entity, in which event you will offer the awarded products and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your Contract;

6. You have clearly identified on the included form any informatio n in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public info rmation subject to public disc losure under the Texas Public Information Act or similar public information law;

7. The individual submitting this Proposal is duly au thorized to enter into the contractua l relationship represented by this Proposal Invitation on your behalf and bind you to the Requ irements, and such individual (and any individual signing a form or Proposal document) is authorized and has the re quisite knowledge to provide the information and make the representations and certifications required in the Requirements;

8. You have carefully reviewed your Proposal, and certify that all information provided is true, complete, and accurate to the best of your knowledge, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and

FELONY CONVICTION DISCLOSURE

Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: “A person or business entity that enters into a contract with a school district must give advance notice to the distric t if the person or an owner or operator ha s been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.”

Section 44.034 further states in Subsection (b): “A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The di strict must compensate the pe rson or business entity for services performed before the termination of the contract.”

Please check
¥
one of the following:

My company is a publicly held corporation. (Advance notice requirement does not apply to publicly held corporation.) My company is not owned or operated by anyone who has been convicted of a felony.

My company is owned/operated by the following individual(s) who has/have been convicted of a felony:

Name of Felon(s): ____________________________________________________________________________________

Details of Conviction(s): ________________________________________________________________________________ __________________________________________________________________________________________________

Initial: _____

ATTACHMENT B
176

RESIDENT/NONRESIDENT CERTIFICATION

Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a “resident” proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate pa rent company or majority owner has its principal place of business in Texas. A “nonresident” proposer is a person who is not a Texas resident. Please indicate the status of your company as a “resident” proposer or a “nonresident” proposer under these definitions.

Please check
¥
one of the following:

I certify that my company is a Resident Proposer.

I certify that my company is a Nonresident Proposer.

If your company is a Nonresident Proposer, you must provide th e following information for your resident state (the state in which your company’s principal place of business is located):
_______________________________________________ ________________________________________________ Company Name Address
_______________________________________________ ___________ _________________________________ City State Zip Code

A. Does your resident state require a proposer whose principa l place of business is in Texas to under-price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract?

Yes No

B. What is the prescribed amount or percentage? $_______________ or ______________%

DEBARMENT CERTIFICATION

By signature on the Compliance Forms Signature Page, I certify that neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension,” as desc ribed in the Federal Register and Rules and Regulations.

Neither my company nor an owner or principal of my company is currently listed on the government-wide exclusions in SAM, debarred, suspended, or otherwise excluded by agencies or decl ared ineligible under any statut ory or regulatory authority.

My company agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from my company if my company or an owner or pr incipal is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agen cies or declared ineligible under any statutory or regulatory authority.

VENDOR EMPLOYMENT CERTIFICATION

Section 44.031(b) of the Texas Education Code establishes certain criteria th at a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor’s ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas.

Please check
¥
one of the following:

Yes N o
Initial: ______

ATTACHMENT B
177

NO BOYCOTT VERIFICATION

A Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel and will not boycott Israel during the term of the contract (T
EX. GOV’T CODE Ch. 2271), (2) does not boycott energy companies and will not boycott energy companies during the term of the contract (TEX. GOV’T CODE Ch. 2274 effective September 1, 2021), and (3) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association (T EX. GOV’T CODE Ch. 2274 effective September 1, 2021). Accordingly, this certification form is included to the extent required by law.

“Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity d o i n g b u s i n e s s in I s r a e l o r i n a n I s r a e l i - c o n t r o l l e d t er r i t o r y , bu t d o e s n o t i n c lu d e a n a c t i o n m a d e f o r o r di n a r y b u s i n e s s purposes. TEX. GOV’T CODE §808.001(1).

“Boycott energy company” means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) enga ges in the exploration, production, utilization, transpor tation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A). T EX. GOV’T CODE §809.001(1) (effective September 1, 2021).

“Discriminate against a firearm entity or firearm trade associatio n” means, (A) with respect to the entity or association, to:
(i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm en tity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established polic ies of a merchant, retail seller, or platform that restrict or prohibit the listing or sellin g of ammunition, firearms, or firearm accessories; and (ii) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship:
(aa) to comply with federal, state, or local law, policy, or re gulations or a directive by a regu latory agency; or (bb) for any traditional business reason that is specif ic to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association. T EX. GOV’T CODE §2274.001(3) (effective September 1, 2021).

By signature on the Compliance Forms Signature Page, to the ex tent applicable, I certify and verify that Vendor does not boycott Israel, boycott energy companies, or discriminate against a firearm entity or firearm trade association and will not do so during the term of any contract awarded under this Prop osal Invitation, that this cert ification is true, complete and accurate, and that I am authorized by my company to make this certification.

Initial: _____

ATTACHMENT B
178

NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION

Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.)

By signature on the Compliance Forms Signature Page, I certify and verify that Vendor is not on the Texas Comptroller’s list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification.

HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION

A Proposer that has been certified as a Historically Un derutilized Business (also know n as a Minority/Women Business Enterprise or “MWBE” and all referred to in this form as a “HUB”) is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The BuyBoard websit e will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form. (3OHDVHFKHFN ¥
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I certify that my company has been certif ied as a HUB in the following categories:

Minority Owned Business Women Owned Business
Service-Disabled Veteran Owned Business (veter an defined by 38 U.S.C. §101(2), who has a service-connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 20% or more as determined by the U. S. Department of Veterans Affairs or Department of Defense)

Certification Number: ____________________________________________________

Name of Certifying Agency: _______________________________________________

My company has NOT been certified as a HUB.

ACKNOWLEDGEMENT OF BUYBOARD TECHNICAL REQUIREMENTS

Vendor shall review the BuyBoard Technical Requirements included in this Proposal Invitation. By signature on the Compliance Forms Signature Page, the undersigned affirms that Proposer has obtained a copy of the BuyBoard Technical Requirements, has read and understands the requirements, and certifies that Vendor is able to meet and will comply with those requirements except as follows: [List and explain BuyBoard Technical Requirements, if any, to which your company c cannot or will nnot comply.]

Note: In accordance with the General Terms and Conditions of the Contract, to the extent Vendor is awarded a Contract under this Proposal Invitation but is unable or unwilling to meet the applicable BuyBoard Technical Requirements, the information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website. Further, to the extent Vendor has acknowledged ability to meet and comply with the BuyBoard Technical Requirements, any subsequent fail ure or refusal by Vendor to promptly provide information upon request to the Cooperative administrator in accordance with those technical requirements may be deemed an event of default under the Contract.

Initial: _____

ATTACHMENT B
179

CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION

The Cooperative issued the BuyBoard Procurement and Construction-Related Goods and Services Advisory for Texas Members (“Advisory”), which provides information specifically relevant to the procurement of construction-related goods and services by Texas Cooperative members. The Advisory, available at buyboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that are potentially relevant to a Cooperative member’s procurement of construction or construction-related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. Because many BuyBoard contracts include goods or installation services that might be considered construction-related, Proposer must make this Construction Related-Goods and Services Affirmation regardless of type of goods or services associated with this Proposal Invitation.

A contract awarded under this Proposal Invitation covers only the specific goods and/or services awarded by the Cooperative.

As explained in the Advisory (“Advisory”), Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This Proposal Invitation and any Contract awarded thereunder does not include such services. Architecture or engineering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy.

By signature on the Compliance Forms Signature Page, Proposer affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction- related goods or services to a Cooperative member under a Cont ract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before accepting the member’s Purchase Order, Member Construction Contract, or other agreement for construction-related goods or services.

Initial: ______

ATTACHMENT B
180

DEVIATION AND COMPLIANCE

If your company intends to deviate from the General Terms an d Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all su ch deviations on this form, an d provide complete and detailed information regarding the deviations on this form or an attachment to this form. Prior to completing this form, Vendor shall review the General Terms and Conditions section B.4 (Devia tions from Item Specifications and General Terms and Conditions). Please note that, as provided in section B.4, certain provisions of the General Terms and Conditions are NOT subject to deviation, and certai n deviations will be deemed rejected without further action by the Cooperative. Any attempted deviation, whether directly or indirectly, to provisions identified in this Proposal Invitation as not subject to deviation sh all be deemed rejected by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor’s Proposal being rejected in its entirety.

The Cooperative will consider any deviations in its contract award decision and reserves the right to accept or reject a proposal based upon any submitted deviation.

In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation if awarded a Contract under this Proposal Invitation. A deviation will not be effectiv e unless accepted by the Cooperative.

The Cooperative, by and through the Cooperative administrator, may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding an y submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a Proposal based upon any submitted deviation.

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RQHRIWKHfollowing:

No; Deviations
Yes; Deviations

List and fully explain any deviations you are submitting:

_________________________________________________________________________________________________

Initial: _____

ATTACHMENT B
181

VENDOR CONSENT FOR NAME BRAND USE

BuyBoard members seeking to make purchases using a Contract awarded under this Proposal Invitation may view information regarding awarded Vendors, including but not limited to product catalogs, pricelis ts, pricing, and Proposals, through the BuyBoard website. To improve and enhance the experience of BuyBoard members seeking to procure goods and services under the Contract utilizing the BuyBoa rd website, any Vendor logo, product images, and similar brand and trademark information provided by Vendor for purposes of the Contract (“Vendor Information”) may be posted on the BuyBoard website.

You acknowledge that, by submitting your Proposal, unless you specifically opt out below, you consent to use of your company’s Vendor Information on the BuyBoard website if awarded a Contract. You further acknowledge that whether, where, and when to include the Vendor Information on the BuyBoard website shall be at the sole discretion of the BuyBoard Administrator. Vendor retains, however, the right of general quality control over the BuyBoard Administrator’s authorized display of proprietary Vendor Information. Neither the BuyBoard nor its administrator will be responsible for the use or distribution of Vendor Information by BuyBoard members or any other third party using the BuyBoard website. This Vendor Consent shall be effective for the full term of the Contract, including renewals, unless Vendor provides a signed, written notice revoking consent to [email protected]. BuyBoard shall have up to thirty days from the date of receipt of a termination or revocation of a Vendor Consent to remove Vendor information from the BuyBoard website.

This Vendor Consent is subject to the Terms and Conditions of the Contract, in cluding, but not limited to, those terms pertaining to Disclaimer of Warranty and Limitation of Liability, Indemnification, and Intellectual Property Infringement.

OPT OUT:

If your company wishes to opt out of the Vendor Consent for Name Brand Use, you must check the opt out box below. DDO NOT select this box unless your company is opting out of this Vendor Consent for Name Brand Use.

Ŀ By checking this box, Vendor hereby declines to provide consent for use of Vendor Information (as defined herein) on the BuyBoard website. By opting out, Vendor acknowledges and agrees that, if Vendor is awarded a Contract under this Proposal Invitation, information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website.

Initial: _____

ATTACHMENT B
182

CONFIDENTIAL/PROPRIETARY INFORMATION

A. Public Disclosure Laws

All Proposals, forms, documentation, cata logs, pricelists, or other materials subm itted by Vendor to the Cooperative in response to this Proposal Invitation, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et. seq. ) or similar disclosure law. Proposer mu s t c l e a r l y i d e n t i f y o n t h i s f o r m a n y information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer fails to prop erly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure shou ld a member of the public or other third-party request access to the information under the Te xas Public Information Act or similar disclosure law. When required by the Texas Public Information Act or other disclosure law, Proposer may be notified of any third-party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential.

Does your Proposal (including forms, do cumentation, catalogs, price lists, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential?

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RQHRIWKHIROORZLQJ

NO, I certify that none of the information included with this Proposal is considered confidential or proprietary.

YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is specifically identified on this form.

If you responded “YES”, you must clearly identify below the specific information you consider confidential or proprietary. List each page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative and Cooperative administrator shall not be responsible for a Proposer’s failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and Cooperative administrator will disclose information when required by law, even if such info rmation has been identified herein as information Vendor considers confidential or proprietary.

Confidential / Proprietary Information:

_________________________________________________________________________________________________

(Attach additional sheets if needed.)

Initial: _____

ATTACHMENT B
183
B. Copyright Information

Does your Proposal (including forms, documentation, pricelis ts, catalogs, or other materials submitted with the Proposal) contain copyright information?

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RQHRIWKHIROORZLQJ

NO, Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) does not contain copyright information.

YES, Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) does contain copyright information.

If you responded “YES”, clearly identify below the specific documents or pages containing copyright information.

__________________________________________________________________________________________________

__________________________________________________________________________________________________ (Attach additional sheets if needed.)

C. Consent to Release Confidential/Proprietary/Copyright Information to BuyBoard Members

BuyBoard members (Cooperative and nonprofit members) seekin g to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you identified in formation on this form as confidential, proprietary, or subject to copyright, an d you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such in formation to BuyBoard members, including posting of such information on the secure BuyBoard website for members. Note: Neither the Cooper ative nor Cooperative administrator will be responsible for the use or distribution of information by BuyBoard members or any other party.

D. Consent to Release Proposal Tabulation

Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publicly release, including posting on the public BuyBoard website, a copy of the proposal tabulation and award information for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non-award information.

Initial: ______

ATTACHMENT B
184

EDGAR VENDOR CERTIFICATION
(2 CFR Part 200 and Appendix II)

When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes refe rred to as the “Uniform Guidance” or new “EDGAR”). All Vendors submitting a Proposal must complete this EDGAR Certification Form regard ing Vendor’s willingness and ability to comply with certain requirements which mmay be applicable to specific Cooperative member purchases using federal grant funds. Completed forms will be made available to Cooperative members for thei r use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the terms and conditions of the BuyBoard contract, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

For each of the items below , Vendor should certify Vendor’s agreement and ability to comply, w here applicable, by having Vendor’s authorized representative check the applicable boxes, initial each page, and sign the Compliance Forms Signature Page. If you fail to complete any item in this form, the Cooperative w ill consider and may list the Vendor’s response on the BuyBoard as “NO,” the Vendor is unable or unw illing to comply. A “NO” response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds.

1. Vendor Violation or Breach of Contract Terms:

Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or le gal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions, as well as any additional terms and conditions in any Purchase Order, Member Construction Contract, or Cooperative member ancillary contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms.

ĿYES, I agree. ĿNO, I do not agree.

2. Termination for Cause or Convenience:

For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the following term and condition shall apply:

The Cooperative member may terminate or cancel any Purchase Order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be requ ired to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise retu rned in accordance with Vendor’s return policy. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s).

ĿYES, I agree. ĿNO, I d o n o t a g r e e . Initial: _____

ATTACHMENT B
185

3. Equal Employment Opportunity:

The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision.

ĿYES, I agree. ĿNO, I do not agree.

4. Davis-Bacon Act:

When required by Federal program legislation, Vendor ag rees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis-Bacon Act (40 USC 3141-3144, and 3146-3148) as supplemented by Department of Labor re gulations (29 CFR Part 5, “Labor Standa rds Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week.

Current prevailing wage determinations i ssued by the Department of Labor are available at beta.sam.gov. Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor’s acceptance of the wage determination.

Vendor further agrees that it shall also comply with the Copeland “Anti-Kickback” Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States ”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction , completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

ĿYES, I agree. ĿNO, I do not agree.

5. Contract Work Hours and Safety Standards Act:

Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.

The requirements of 40 USC 3704 are applicable to constructio n work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to th e purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

ĿYES, I agree. ĿNO, I do not agree.

Initial: _____

ATTACHMENT B
186

6. Right to Inventions Made Under a Contract or Agreement:

If the Cooperative member’s Federal award meets the definition of “funding agreement” under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonpro fit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Vendor agrees to comply with the above requirements when applicable.

ĿYES, I agree. ĿNO, I do not agree.

7. Clean Air Act and Federal Water Pollution Control Act:

Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended – Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, or ders, or regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Cont rol Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

When required, Vendor agrees to comply wi th all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act.

ĿYES, I agree. ĿNO, I do not agree.

8. Debarment and Suspension:

Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (see 2 CFR 180.220) must not be made to parties listed on the govern ment-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or re gulatory authority other than Executive Order 12549.

Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549.

ĿYES, I agree. ĿNO, I do not agree.

9. Byrd Anti-Lobbying Amendment:

Byrd Anti-Lobbying Amendment (31 USC 1352) - Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. As applicable, Vendor agrees to file all certifications an d disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).

ĿYES, I agree. ĿNO, I do not agree.

Initial: _____

ATTACHMENT B
187

10. Procurement of Recovered Materials:

ĿYES, I agree. ĿNO, I do not agree.

11. Domestic Preferences for Procurements:

Where appropriate and consistent with law, 2 CFR §200.322 co ntains certain considerations for domestic preferences for procurements which may be applicable to Cooperative member s using federal funds. When required by a Cooperative member, Vendor agrees to provide such information or certif ication as may reasonably be requested by the Cooperative member regarding Vendor’s products, including whether goods, products, or materials are produced in the United States.

ĿYES, I agree. ĿNO, I do not agree.

12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment

2 CFR §200.216 prohibits expending federal loan or grant funds to procure or obtain certain telecommunications and video surveillance services or equipment. To the extent applicable and when required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member to confirm whether any telecommunications or video surveillan ce services or equipment provided by Vendor is covered equipment or covered services under 2 CFR §200.216.

ĿYES, I agree. ĿNO, I do not agree.

13. Profit as a Separate Element of Price:

For purchases using federal funds in excess of the Simplified Acquisition Threshold, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.324(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, in cluding profit, charged by Vendor to the Cooperative member shall not exceed the aw arded pricing, including any applicable discount, under Vendor’s Cooperative Contract.

ĿYES, I agree. ĿNO, I do not agree.

14. General Compliance and Cooperation with Cooperative Members:

In addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements.

ĿYES, I agree. ĿNO, I do not agree.

Initial: _____

ATTACHMENT B
188

COMPLIANCE FORMS SIGNATURE PAGE

By initialing pages and by signature below, I certify that I have reviewed the following forms; that the information provided therein is true, complete, and accurate; and that I am authorized by my company to make all certifications, consents, acknowledgements, and agreements contained herein:

Proposal Acknowledgements
Felony Conviction Disclosure
Debarment Certification
Resident/Nonresident Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Construction-Related Goods and Services Affirmation
Acknowledgement of BuyBoard Technical Requirements
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification

__________________________________________
Company Name

__________________________________________
Signature of Authorized Company Official

__________________________________________
Printed Name and Title

__________________________________________
Date

ATTACHMENT B
189
PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS

INSTRUCTIONS:

Proposer must completely and accurately provide all information requested in th e following Vendor Information Forms or your Proposal may be rejected as non-responsive:

Vendor Business Name
Vendor Contact Information
Federal and State/Purchasing Cooperative
Experience

Governmental References
Company Profile
Texas Regional Service Designation
State Service Designation
National Purchasing Cooperative Vendor Award
Agreement
(Vendors serving outside Texas only)
Local/Authorized Seller Listings
Manufacturer Dealer Designation
Proposal Invitation Questionnaire
Vendor Request to Self-Report BuyBoard
Purchases
(Optional)

To the extent any information requested is not applicable to your company, you must so indicate on the form.

VENDOR BUSINESS NAME

By submitting a Proposal, Vendor is seeking to enter into a legal contract with the Cooperative. As such, Vendor must be an individual or legal business entity capable of entering into a binding contract.

Name of Proposing Company:

_________________________________________________________________________________________________

(List the llegal name of the company seeking to contract with the Cooperative. Do NNOT list an assumed name, dba, aka, etc. here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operatin g legal business entities, even if affiliated entities, which p ropose to provide goods or services separately must submit their own Proposals.)

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Type of Business: Ŀ Individual/Sole Proprietor Ŀ Corporation ĿLimited Liability Company ĿPartnership ĿOther (Specify: ________________________)

State of Incorporation (if applicable): ___________________________

Federal Employer Identification Number: ___________________________ (Vendor must include a completed IIRS W-9 form with their Proposal)

Name by which Vendor, if awarded, wishes to be identified on the BuyBoard:
(Note: If different than the Name of Proposing
Company listed above, only valid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name Certificate(s), if applicable, must be attached.)

__________________________________________________________________________________________________

ATTACHMENT B
190

VENDOR CONTACT INFORMATION

VVendor shall provide the requested Vendor Contact Information in the electronic proposal submission system including contract, purchase order, RFQ, and invoice contacts (or, if submitting a hard copy Proposal, timely request and complete the Vendor Contact Information form in accordance w ith the Instructions to Proposers).

FEDERAL AND STATE/PURCHASING COOPERATIVE EXPERIENCE

The Cooperative strives to provide Cooperative members with the best services and products at the best prices available from Vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions.

1. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $______________. (The period of the 12-month period is _________/_________). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s).

PURCHASING
GROUP

CURRENT
VENDOR?
(Y/N)
FORMER VENDOR (Y/N)? –

IF YES, LIST YEARS

AS VENDOR

AWARDED

COMMODITY

CATEGORY(IES)

1. Federal General Services Administration

2. T-PASS (State of Texas)

3. OMNIA Partners

4. Sourcewell (NJPA)

5. E&I Cooperative

6. Houston-Galveston Area Council (HGAC)

7. Choice Partners

8. The Interlocal Purchasing System (TIPS)

9. Other

MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS.

CURRENT BUYBOARD VENDORS
If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts.

Current Discount (%): _________________________ Proposed Discount (%): ___________________________

Explanation: ________________________________________________________________________________________

ATTACHMENT B
191

GOVERNMENTAL REFERENCES

For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, including the existing pricing/discounts you offer each customer. The Cooperative may determine whether pricing/discounts are fair and reasonable by comparing pricing/discounts stated in your Proposal with the pricing/discounts you offer other governmental customers. Attach additional pages if necessary.

Quantity/
Entity Name Contact Phone# Email Address Discount Volume

1._______________________________________________________________________________________________

2._______________________________________________________________________________________________

3._______________________________________________________________________________________________

4._______________________________________________________________________________________________

5._______________________________________________________________________________________________

___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________

COMPANY PROFILE

Information on awarded Cooperative Contracts is available to Cooperative Members on the BuyBoard website. If your company is awarded a Contract under this Proposal Invitation, please provide a brief company description that you would like to have included with your company profile on the BuyBoard website. Submit your company profile in a separate file, in Word format, with your Proposal . (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website. The Cooperative reserves the right to ex clude or remove any content in its sole discretion, with or without prior notice, including but not limited to any content de emed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.)

ATTACHMENT B
192

TEXAS REGIONAL SERVICE DESIGNATION
TThiss for mm mus tt bee complete dd inn th ee electroni cc proposa ll submissio nn syste mm (or ,, iff submittin gg aa har dd cop yy Proposal ,, timel yy reques tt an dd complet ee th ee for mm inn accordanc ee w ithh th ee Instruction ss too Proposers) ..

The Cooperative (referred to as “Texas Cooperative” in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire St ate of Texas. In the electronic proposal submission system, you must indicate if you will service Texas Cooperative members statewide or , if you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will serv ice. If you propose to serve different regions for different products or services included in your Proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearl y indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) BByy designatin gg aa regio nn orr regions ,, youu ar ee certifyin gg tha tt youu ar ee authorize dd an dd w illin gg too provid ee th ee propose dd product ss an dd service ss inn thos ee regions .. Designatin gg region ss inn w hichh yo uu aree eithe rr unabl ee orr unw illin gg too provid ee th ee specifie dd product ss an dd service ss shal ll bee ground ss forr eithe rr rejectio nn off you rr Proposa ll or,, iff aw arded ,, terminatio nn off you rr Contract .. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on the form in the electronic proposal submission system.

ATTACHMENT B
193

STATE SERVICE DESIGNATION

TThis form must be completed in the electronic proposal submission system (or, if submitting a hard copy Proposal, timely request and complete the in accordance w ith the Instructions to Proposers).

As set forth in the Proposal Invitation, it is the Cooperative’s intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy- back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete the State Service Designation information in the electronic proposal submission system. (Note: If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) In addition to this form, to be considered for a piggy-back aw ard by the National Purchasing Cooperative, you must have an authorized representative sign the National Purchasing Cooperative Vendor Aw ard Agreement that follow s this page.

If you serve different states for different products or services included in your Proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) By designating a state or states, you are certifying that you are authorized and w illing to provide the proposed products and services in those states. Designating states in w hich you are either unable or unw illing to provide the specified products and services shall be grounds for either rejection of your Proposal or, if aw arded, termination of your Contract.

I will service all states in the United States.
I will not service all states in the United States.

Alabama Montana
Alaska Nebraska
Arizona Nevada
Arkansas New Hampshire
California (Public Contract Code 20118 & 20652) New Jersey Colorado New Mexico
Connecticut New York
Delaware Nort h Carolina
District of Columbia North Dakota
Florida Ohio
Georgia Oklahoma
Hawaii Oregon
Idaho Pennsylvania
Illinois Rhode Island
Indiana South Carolina
Iowa South Dakota
Kansas Tennessee
Kentucky Texas
Louisiana Utah
Maine Vermont
Maryland Virginia
Massachusetts Washington Michigan West Virginia
Minnesota Wisconsin
Mississippi Wyoming
Missouri

ATTACHMENT B
194

NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT

By signing this form, Proposer (referred to in this Agreement as “Vendor”) agrees as follows:

By signing this National Cooperative Vendor Award Agreement (“Agreement”), Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein.

2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator (“BuyBoard Administrator”) will notify Vendor in writing of such Piggy -Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Un derlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on Nati onal Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing.

3. Vendor agrees that it shall offer its goods and services to National Cooperative members at the same pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award.

However, nothing in this Agreement prevents Vendor from of fering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award.

4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states design ated on the State Service Designation Form must be approved in writing by the BuyBoard Administrator.

5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy-Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members, vendor invoices, and/or such other documentation regarding those purchase orders as the Cooperative’s administrators may require in their reasonable disc retion for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor’s records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees.

6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict.

ATTACHMENT B
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7. This Agreement shall be governed and construed in accordance with the laws of the State of Texas and venue for any dispute shall lie in the federal district court of Travis County, Texas.

8. Vendor acknowledges and agrees that the award of a Piggy-Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy-Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy-Back Award as provided for herein.

WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the au thority to enter into this Agreement.

_______________________________________________ ________________________________________________ Name of Vendor Proposal Invitation Number

_______________________________________________ ________________________________________________ Signature of Authorized Company Official Printed Name of Authorized Company Official

__________________________________
Date

ATTACHMENT B
196

LOCATION/AUTHORIZED SELLER LISTINGS

If you have more than one location/authorized seller that w ill service a Contract awarded und er this Proposal Invitation, please list each location/authori zed seller below. If additional sheets are required, please duplicate this form as necessary.

NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract.

IIf you are a product manufacturer and w ish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form.

Location/Authorized
Seller Name

Contact Person
Contact Information
(Mailing Address, Phone, Fax, Email)

ATTACHMENT B
197

MANUFACTURER DEALER DESIGNATION

If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers (“Designated Dealers”) to receive Cooperative member Purchase Orders on Vendor’s behalf, you must complete this form for each dealer you wish to designate.

Regardless of any Designated Dealers subm itted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor’s convenienc e only and shall not, if Vendor is aw arded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor’s Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor’s Contract for nonpayment of service fees.

The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated Deal er to cease accepting Purchase Orders or otherwise acting on Vendor’s behalf under the Contract. Further, the Cooperative administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion.

_______________________________________________ ________________________________________________ Designated Dealer Name Designated Dealer Contact Person

___________________________________________________________________________________________________ Designated Dealer Address

_______________________________________________ ___________ _________________________________ City State Zip Code

_______________________________________________ ________________________________________________ Phone Number Fax Number

_______________________________________________ ________________________________________________ Email address Designated Dealer Tax ID Number* (*attach W-9)

ATTACHMENT B
198

PROPOSAL INVITATION QUESTIONNAIRE

The Cooperative will use your responses to the questions belo w in evaluating your Proposal and technical and financial resources to provide the goods and perform the services (“Work”) under the BuyBoard contract contemplated by this Proposal Invitation (“Contract”). Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire and submit in one document with your Proposal. You must submit the questionnaire and responses with your Proposal or the Proposal will not be considered.

1. List the number of years Proposer has b een in business and former business name s (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity.

_________________________________________________________________________________________________

2. Describe Vendor’s direct experience (not as a subcontractor) performing the Work proposed under this Contract. Include a brief description of the projects you have completed for Te xas governmental entities in the last 5 years, and include for each the project name, scope, value, and date, and the name of the procuring government entity and entity contact person. Identify the contracts that best represent Vendor’s capabilities relative to this Contract.

_________________________________________________________________________________________________

3. Describe the resources Proposer has to manage staff and successfully perf orm the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract.

_________________________________________________________________________________________________

ATTACHMENT B
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4. The Contract does not include architectural or engineering services, which must be procured separately, outside of the Cooperative, in accordance with Chapter 2254 of the Texas Government Code (Professional Services Procurement Act) or other applicable law (for entities outside of Texas). If you are performing Work under the Contract on a project that requires the services of an architect or professional engineer, how w ill you work with a Cooperative member and its designated architect or engineer with respect to services that must be procured outside the Contract?

_________________________________________________________________________________________________

5. Describe the tasks and functions that can be completed by Ve ndor in-house without the use of a subcontractor or other third party.

_________________________________________________________________________________________________

6. Marketing Strategy: For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal. (Example: Explain how your company will initially inform Cooperative members of your BuyBoard Contract, and how you will continue to support the BuyBoard for the duration of the Contract term.) Attach additional pages if necessary.

_________________________________________________________________________________________________

7. Describe Proposer’s financial capability to perform the Contract. State or describe the firm’s financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm’s past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm.

_________________________________________________________________________________________________

ATTACHMENT B
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_________________________________________________________________________________________________

9. List all contracts, if any, in the last 10 years on which Proposer has defaulte d, failed to complete or deliver the work, or that have been terminated for any reason. Include any contract for which the surety was notified of a potential claim in regard to a payment or performance bond. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, notice to surety, failure to complete or deliver the work, or termination.

_________________________________________________________________________________________________

10. List all litigation or other legal proceedings (including arbitration proceedings and/or claims filed with a surety in regard to a payment or performance bond), if any, in the last 10 years brought against your firm, or any of the firm’s past or present owners, principal shareholders or stockholders, officers, agents or employ ees, that relate to or arise from a contract similar to this Contract or the Work contemplate d under this Contract. Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status.

_________________________________________________________________________________________________

ATTACHMENT B
201

12. If the Work will require Vendor to tender performance or payment bonds, provide the name of the bonding company or surety that will issue such bonds.

_________________________________________________________________________________________________

13. Describe in detail all documen ted safety issues, if any, that have involved Vendor in the last three years related to the type of work contemplated under this Contract. Provide a three-year history of your firm’s workers compensation experience modifier.

_________________________________________________________________________________________________

ATTACHMENT B
202

VENDOR REQUEST TO SELF-REPORT BUYBOARD PURCHASES

The General Terms and Conditions require that all Purchase Orders generated by or under any Contract awarded under this Proposal Invitation be proce ssed through the BuyBoard and, except as expressly authorized in writing by the Cooperative administrator, Vendors are not authorized to process Purchase Orders received directly from Cooperative members that have not been processed through the Bu yBoard or provided to the Cooperative. In accordance with this provision, Vendor may request authorization of the Cooperative administrator to self -report Cooperative member purchases if awarded a Contract under this Proposal Invitation. By making such a request, Vendor acknowledges and agrees that self-reporting is specifically subject to and conditioned upon (1) Vendor’s agreement to the Additional Terms and Conditions for BuyBoard Self-Reporting which are included in this Prop osal Invitation and incorporated herein for all purposes and (2) approval of this request in writing by the Cooperative administrator.

NNote: This form is NOT required as part of your proposal. You should sign and return this form ONLY if you w ish to request authorization to self-report BuyBoard purchases. Any request to self-report will not be effective, and Vendor shall not be authorized to self-report BuyBoard member purchases, unless and until (1) Vendor is awarded a Contract under this Proposal Invitation, and (2) the request has been approved in writing by the Cooperative administrator.

By my signature below , I hereby request authorization from the Cooperative administrator to self-report BuyBoard purchases if my company is aw arded a Contract. I certify that I am authorized by the above-named Vendor to approve this form, and I have received and read the Additional Terms and Conditions for BuyBoard Self-Reporting included in this Proposal Invitation and do hereby approve and agree to such terms and conditions on behalf of Vendor.

NAME OF VENDOR: ________________________________________________________________________________

___________________________________________________________________________________________________ Signature of Vendor Authorized Representative

Printed Name: _____________________________________________________________________________________

Title: _____________________________________________________________________________________________

Date: _________________________________

(For Cooperative Administrator Use Only)

Approved by BuyBoard Administrator: _____________________________________

Effective/Start Date for Self-Reporting: ___________________________________

ATTACHMENT B
203

PROPOSAL SPECIFICATION SUMMARY

The categories and items specified for this Proposal Invitation are summarized below. For full Proposal Specifications, you must review and complete the Proposal Specification information in the electronic proposal submission system in accordance with the Instructions to Proposers (or, if submitting a hard copy Proposal, timely request and complete the Proposal Specification Form in accordance with the Instructions to Proposers). ______________________________________________________________________________________________________

PPROPOSAL NOTE 1: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/ vendor w ebsites w ill be accepted .

PROPOSAL NOTE 2: Vendors proposing must be approved by the manufacturer to sell, install, and service the brand of Photovoltaic Power System equipment submitted. Proposers responding to this Proposal Invitation shall submit an approval letter from each manufacturer proposed, and manufacturer authorization letters must include the regions and/or states in which the equipment may be sold. Manufacturers respon d i n g d i r e c t ly t o th i s p r op o s a l in v i t a t i on , in l i e u o f a n authorization letter, must submit a letter explaining that the company is the manufacturer of the products proposed.

Section I: Photovoltaic Power System Equipment and Products

2. Discount (%) off catalog/pricelist for Photovoltaic Power Systems Repair Parts - brackets, cabling systems, mounts, panels and related items.

3. Discount (%) off catalog/pricelist for Photovoltaic Power System Extended Service Maintenance Agreements.

Section II: Installation and Repair Service

5. Hourly Labor Rate for Non-Standard Hours for Installation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - Not to exceed Non-Standard hourly labor rate for Installation/Repair Service of Equipment and Products.

6. Coefficient for Standard Hours of Installation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - RSMeans Cost Data from the Total INCL O&P column (most current edition).

7. Coefficient for Non-Standard Hours for Installation/Repair Service of Photovoltaic Power System Equipment, Components and Related Items - RSMeans Cost Data from the Total INCL O&P column (most current edition).

ATTACHMENT B
204

REQUIRED FORMS CHECKLIST

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Reviewed/Completed: Proposer’s Acceptance and Agreement

PROPOSAL FORMS PART 1: COMPLIANCE FORMS

PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS

Reviewed/Completed: Vendor Business Name
Reviewed/Completed: Vendor Contact Information (complete in electronic proposal submission system) Reviewed/Completed: Federal and State/Purchasing Cooperative Experience Reviewed/Completed: Governmental References
Reviewed/Completed: Company Profile
Reviewed/Completed: Texas Regional Service Designation (complete in electronic proposal submission system) Reviewed/Completed: State Service Designation (complete in electronic proposal submission system) Reviewed/Completed: National Purchasing Cooperative Vendor Award Agreement (Vendors serving outside Texas only) Reviewed/Completed: Local/Authorized Seller Listings
Reviewed/Completed: Manufacturer Dealer Designation
Reviewed/Completed: Proposal Invitation Questionnaire
Reviewed/Completed: Vendor Request to Self-Report BuyBoard Purchases (Optional) Reviewed/Completed: Proposal Specifications Discount (%) off Catalog/Pricelist and/or other required pricing information including Catalogs/Pricelists (or no bid response) must be submitte d with the Proposal or the Proposal will not be considered and Manufacturer Authorization Letters.

ATTACHMENT B
205

GENERAL TERMS AND CONDITIONS
A. General Provisions

1. Statement of Inclusion/Applicability
These General Terms and Conditions (“Te rms and Conditions”) apply to this Pr oposal Invitation and the proposing company’s response to this Proposal Invitation. These Terms and Conditions are an integral part of any Contract which is awarded by the Cooperative under this Proposal Invi tation any related Cooperative member Purchase Order or construction contract as described in these Terms and Conditions.

2. Organization and Section Titles
The provisions of these Terms and Cond itions are generally organized accordin g to the stages of the procurement process: proposal, evaluation, award, and performance. This organization of and the section titles used in these Terms and Conditions are for convenience and reference only, and in no way define, describe, extend, or limit the scope or intent of the provisions of any section of this document. Unless othe rwise stated, any listing of factors or criteria in these Terms and Conditions does not constitute an order of preference or importance.

3. Definitions
As used in this Proposal Invitation and associated documentation, the following terms have the meanings set out below unless the context requires otherwis e, regardless of whether in itial capitalization is consistently used. Words used in the singular include the plural, and words used in the plural include the singular. To the extent terms are defined or used differently in different Proposal Invitation documents, substance prevails over form:

“Awarded Items” has the meaning set for in section E.3 of the Terms and Conditions.

“Awarded Pricing” has the meaning set forth in section E.4 of the Terms and Conditions.

“BuyBoard®,” “the BuyBoard,” or “BuyBoard website” means the internet-based electronic commerce technology provided by the Cooperative Administrator, th e Texas Association of School Boards, Inc. (TASB), to enable Cooperative members to purchase awarded goods and services electronically.

“BuyBoard Administrator” or “Cooperative Administrator” means the Texas Association of School Boards, Inc. (TASB), 12007 Research Blvd, Austin, Texas 78759.

“Contract” or “BuyBoard Contract” means the contract between the Cooperative and a successful Proposer (Vendor), which gives Vendor the opportunity to serve Cooperative members based on the Cooperative’s acceptance of all or part of the Vendor’s Proposal, and is comprised collectively of the following:

(a) This Proposal Invitation;
(b) Vendor’s Proposal;
(c) Notice of Award issued to Vendor by the Cooperative; (d) Purchase Order between a Cooperative member and Vendor; and (e) Member Construction Contract. (A Purchase Order and/or Member Construction Contract between a Cooperative member and Vendor shall be deemed part of the Contract for the specific Cooperative member purchase only and for determination of the Service Fee as set forth in these Terms and Conditions. Purchase Order and Member Construction Contract terms shall apply between the Cooperative member and Vendor as to the specific Cooperative member purchase only but shall not alter or affect the Terms and Conditions of the Contract as between the Cooperative in its own right and Vendor.)

“Cooperative” means The Local Government Purchasing Cooperativ e (which may also be referred to as “Texas Cooperative” herein), including when acting by and through the Cooperative Administrator, unless a distinction is made otherwise.

ATTACHMENT B
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“Cooperative member” or “member” means a local governmental entity (e.g., school district, city or county) or other governmental entity that is a member of the Cooperative and is eligible to purchase through a governmental purchasing cooperative or interlocal contract. Although not eligible to be a member of the Cooperative, “Cooperative member” as used in these Terms and Conditions may incl ude the Cooperative Administrator’s non-profit entity subscribers when used in relation to a purchase from a non-profit subscriber.

“Goods” or “Products” (which terms are used interchangeably) means the goods, products, equipment or other commodities and/or services that are the subject of this Proposal Invitation.

“Member Construction Contract” means any and all additional written terms, conditions, or instructions, related to construction or construction-related goods or services procured under a Contract awarded pursuant to this Proposal Invitation, which are required by a Cooperative member and accepted by a Vendor. Depending upon the nature of the goods or services and the Cooperative member project for which they are procured, these requirements may include, but are not limited to:

1) Conditions and specifications required by the Cooperative member; 2) Drawings or project plans produced by the Cooperative member; and 3) Change orders or change directives.

“Proposal Invitation” means this Proposal Invitation and all associated documentation, including without limitation, these Terms and Conditions and any amendments hereto, additional terms and conditions specific to this Proposal Invitation, instructions, exhibits or attachments, forms, agreements, certific ations, item specifications, appendices, and addenda.

“Proposal” means Proposer’s complete and correct response to this Proposal Invitation, including all information, forms, agreements, certifications and other documentation required by this Proposal Invitation, properly submitted by Proposer’s duly authorized representative.

“Proposal Due Date” means the date and time specified in the Proposal Invitation, or any addenda thereto, by which Vendors are required to submit Proposals for this Proposal Invitation.

“Proposer” or “Vendor” means the company or firm that submits a Proposal or, depending on the context, the proposing company to which the Cooperative awards a Contra ct under this Proposal Invitation. (For purposes of the forms associated with this Proposal Invitation, “you”, “your”, “I” or “my” refer to Proposer or Vendor, as applicable.)

“Purchase Order” means a Cooperative member’s fiscal form or other instrument which is used in making a purchase from Vendor under a Contract. A Purchase Order may include a written or electronic purchase order, record of an online order, record of a purchasing card (P card) purchase, or any other record or instrument used by a Cooperative member to document a Cooperative member’s authorized commitment to purchase awarded goods or services from a Vendor under a Contract.

“Vendor Invoice” means Vendor’s billing form or other instrument, written or electronic, documenting charges for goods or services delivered to the Cooperative member under a Purchase Order under a Contract.

4. Construction and Construction-Related Goods or Services This Proposal Invitation may include construction or construc tion-related goods or services, such as the installation of equipment, limited site preparation work, or alterations to existing buildings or facilities, which collectively are referred to in these Terms and Conditio ns as “construction-related services.” It is not the intent of the Cooperative for these Terms and Conditions to represent and reflect the complete agreement between a Cooperative member and a Vendor with respect to a specific procurement for construction-related services under a BuyBoard Contract awarded pursuant to this Proposal Invitation.

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A Cooperative member procuring construction-related services under a BuyBoard Contract will likely negotiate and require Vendor to enter into a Member Construction Contract with additional terms that are specific to the Cooperative member’s procurement or project. For example, a Cooperative member’s architect and/or engineer (selected outside of a BuyBoard Contract) may prepare plan s and technical specifications for tasks included in the construction-related services. Additionally, a Cooperative member may requir e compliance with legal requirements applicable to construction-related services, including certain bonding requirements and prevailing wage requirements. The Member Construction Contract terms as agreed to by the Cooper ative member and Vendor become a part of the BuyBoard Contract awarded under this Proposal Invitation, subject to the limitations of Sectio n D.2 (Applicable Terms and Conditions; Member Construction Contracts and Ancillary Agreements).

Note: As specified in section B.10 (Certain Professional Services Excluded) of these Terms and Conditions, a Contract awarded under this Proposal Invitation does not include ar chitecture, engineering or other services that must be procured in accordance with the Texas Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), and therefore a Member Construction Contract entered into with a Vendor pursuant to the BuyBoard Contract may not include such services. To the extent that an Awar ded Item includes a construction component that requires architecture or engineering services, a Cooperative member must procure such services outside the BuyBoard Contract through a separate procurement process.

B. Proposal Requirements

1. Specifications
Unless otherwise specified, the specifications are intended to be non-proprietary, and should be construed as such.

Catalog numbers, brand names, or manufacturer product or reference numbers used in the item specifications in this Proposal Invitation are intended to be descriptive, not restrictive. These references, as well as any approved brands and/or models listed, are intended to identify and indicate the type of product being sought and establish the level of quality desired. If any conflict exists in the item specifications between the product descriptions and any brand names or model or reference numbers used, the product descriptions will override the brand names or model number references.

In some cases, however, the Cooperative may find it advantageous in order to provide best value to Cooperative members to standardize equipment and/or supplies by manufact urer in order to achieve efficiencies in procurement, repair, and operation, to match existing stock, or to satisf y other requirements. In these limited cases, preference will be given to the specific products identified as approved brands and/or models, especially if all other evaluation factors are deemed to be equal. For this reason, where specific bran ds or models are identified, Proposer is encouraged to propose the exact item specified, in addition to an altern ate brand or model with equal/ equivalent functionality or features where appropriate or necessary.

In all cases, Proposals must identify the manufacturer, brand, model, etc., of the item being offered. For Proposals on “equal/equivalent” items other than the specified approved brand and/or model, Proposer must supply a complete description and sufficient data for the Cooperative to properly analyze the product being proposed, including its functionality and features. In order to conduct such analysis, the Cooperative may request samples for items other than approved brands and/or models. If the specification identifies a specific brand or model for any item and Proposer fails to identify the manufacturer, brand, model, etc., for that item, the Cooperative will assume Proposer is proposing on the exact brand and model identified in the specification , and if awarded a contract, Vendor must furnish the exact brand name, model, etc., as specified. Substitutions will not be allowed after the contract is awarded, except as provided for in section E.8 (Product Updates and Substitutions) of these Terms and Conditions.

The apparent silence of the specifications as to any detail, or the apparent omission from any specification of a detailed description concerning any point, will be interpreted to mean that only the best commercial practices will prevail, and the specification will be construed accordingly.

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NOTE: Unless a different time period is stated in the General Information document of this Proposal Invitation, if Proposer discovers or suspects an error in any it em specification in this Proposal Invita tion, including that the specification is proprietary where not intended, Proposer must notify th e Cooperative Administrator of the error in writing at [email protected] immediately, but in no event later than the 10th business day before the Proposal Due Date.

2. Proposal Pricing
Pricing must be provided in the form required by the specifications and in accordance with the Proposal Invitation.

Unless otherwise provided in the specificat ions, if the specifications require “Lin e Item” or unit pricing, the Proposal must include a specific not-to-exceed price for the unit of measure specified for that item. Proposer is responsible for clearly noting any differences in proposed packaging and/or units of measure as a deviation in accordance with section B.4 (Deviations from Item Specifications or General Terms and Conditions) of these Terms and Conditions.

Unless otherwise provided in th e specifications, if the specif ications require “discount from catalog” or “discount from pricelist” pricing, Proposer must quote the discount percentage to be applied to all items in each published catalog or pricelist included in the Proposal. Proposer must submit each catalog or published pricelist proposed with the Proposal in electronic format and in accordance with the requirements of the Proposal Invitation. Catalogs and pricelists should contain only items that relate to the items requested in the specifications. Vendors ar e discouraged from including irrelevant or non-responsive information with their Proposal. The Cooperat ive reserves the right to deem a Proposal non-responsive if the catalogs or pricelists submitted do not specifically relate to the intent of the Proposal Invitation or contain what the Cooperative deems, in its sole discre tion, excessive irrelevant or non-responsive information, including information which makes it burdensome or impractical for the Cooperative to identify responsive products and pricing.

For installation, repair, and other services or labor, the specifications may require not-to-exceed labor rates or coefficient to be applied to a unit cost book. Proposers must provide pricing in the form required by the specifications and note any deviations in accordance with B.4 (Deviations from Item Specifications or General Terms and Conditions).

Proposer’s pricing must be equal to or better than pricing Proposer offers other similarly situat ed customers under similar circumstances, including those offered to other purchasing cooperatives. Pricing that is not considered equal or better could result in the Proposal being determined non-competitive and not considered for award.

Unless specified otherwise in this Proposal Invitation:

(a) A “cost plus” Proposal will not be accepted;
(b) Proposer will not include freight, transportation and delivery charges or costs, or sales tax in Proposal pricing. (Freight, transportation and delivery charges, if applic able, are to be pre-paid by the awarded Vendor and, subject to section E.5 (Packaging, Transportation, and Delivery) of these Terms and Conditions, included as a separate item on the invoice to the ordering Cooperative member); (c) Proposal pricing must include the service fee due pursuant to section E.12 (Service Fee) of these Terms and Conditions; and
(d) Proposal pricing must be firm for acceptance and the C ooperative’s period for acceptance will be at least 120 calendar days from the Proposal Due Date.

Proposal pricing must not include the cost of engineering, architectural or other services that are required to be separately obtained by a Cooperative member under the Texas Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) or other applicable law.)

If Vendor is awarded a Contract, updates to pricing during the Contract term shall only be permitted in accordance with the requirements of section E.4 (Awarded Pricing) of these Terms and Conditions. Discount percentages off catalogs or pricelists must remain firm for the full Contract term.

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3. Quality
Unless otherwise indicated in this Proposal Invitation, proposed products must be new and in first class condition, and must be warranted in the same manner and to the same exte nt as normally provided to other customers of Proposer.

Additionally, proposed products must conform to the highes t standards of manufacturing practice, including, for all tangible goods included in this Propos al Invitation, containers suitable for shipment and storage. Unless otherwise specified, “factory seconds,” “refurbished”, or otherwise inferior items are not acceptable. All services must comply with applicable industry standards.

4. Deviations from Item Specifications or General Terms and Conditions Other than a deviation submitted in writing with th e Proposal and accepted by the Cooperative , the Cooperative will hold Vendor accountable to the Cooperative and Cooperative members to perform in strict accordance with these Terms and Conditions and the item specifications as written. (For requirements for Member Construction Contracts and ancillary agreements between Cooperative members and Vendor s for specific purchases, see section D.2 (Applicable Terms and Conditions; Member Construction Contracts and Ancillary Agreements).)

Vendor must clearly note and explain in detail any and all limitatio ns, exceptions, qualifications, special conditions, or other deviations (collectively “deviations”) from these Terms and Conditions or any of the item specifications in the Proposal on the Deviation and Compliance form (or an atta chment thereto) at the time the Proposal is submitted.

Deviations must be specific to these Te rms and Conditions or the it em specifications and clearly identify the specific section or item to which the deviation applies. The Cooperative shall not be deemed to have accepted, and a Contract shall not be subject to, any term or condition included in Vendor’s Propos al which differs from these Terms and Conditions unless Vendor has specifica lly identified the deviation on the Deviation and Compliance form and the deviation is accepted by the Cooperative.

The submission of a deviation or deviations may place Vend or at a competitive disadvantage or otherwise prevent the Cooperative from considering the Proposal on the affected item(s).

The following Terms and Conditions are not subject to deviation. Any attempted deviation by Vendor to such Terms and Conditions, whether directly or indirectly, shall be deemed rejected by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor’s Proposal being rejected in its entirety:
(a) Section B.9, Requirements of the Texas Public Information Act; Confidential Information; (b) Section B.12, Certifications;
(c) Section D.2, Applicable Terms and Conditions; Member Construction Contracts and Ancillary Agreements; (d) Section E.6.b, Payments;
(e) Section E.11, BuyBoard Vendor Information and Reporting of Cooperative Member Purchases (f) Section E.12, Service Fee;
(g) Section E.13, Disclaimer of Warranty and Limitation of Liability; (h) Section E.14, Sales Tax;
(i) Section E.15, Use of BuyBoard Logo and Trade Name;
(j) Section E.16, Indemnification;
(k) Section E.17, Intellectual Property Infringement;
(l) Section E.18, Remedies for Default and Termination of Contract; (m) Section E.19, Force Majeure;
(n) Section F., Miscellaneous, including all subsections (F.1-F.12) thereto.

Further, any deviation by Vendor which, directly or indirectly, seeks to add terms or requirements substantively similar to the following shall be deemed rejected by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor’s Proposal being rejected in its entirety:

(a) Any deviation seeking to supersede these Terms an d Conditions with Vendor’s own agreement form, standard agreement, or terms and conditions;
(b) An
y deviation seeking to require the Cooperative, Co operative Administrator, or any Cooperative member to indemnify or hold harmless Vendor.

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The Cooperative may, in its so le discretion, seek clarification from and/ or communicate with Vendor(s) regarding any submitted deviation(s), consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a proposal based upon any submitted deviation.

5. Addenda
Any interpretation, correction or change to this Proposal Invitation will be made by written addendum, and updated information contained in an addendum will prevail over the information contai ned in the original Proposal Invitation or a previous addendum. The Cooperative, by and through the Cooperative Administrator, is the sole authority for the issuance of any addendum, and any communication related to this Proposal Invitation that is not from the Cooperative is invalid. Although the Cooperative may provide electronic notification when an addendum has been issued and the changes will be flagged, it is Vendor’s responsibility to monitor the BuyBoard vendor website for possible addenda and incorporate any posted addendum into the Proposal. Vendor must acknowledge each addendum in accordance with the instructions accompanying the addendum.

6. Samples
For any commodities included in this Proposal Invita tion, the Cooperative, by and through the Cooperative Administrator, or Cooperative member may request a produc t sample. Proposer must furnish the requested sample at no cost to the Cooperative, Cooperative Administrator, or requesting C ooperative member, as applicable. The Cooperative Administrator or requesting Cooperative member must receive the sample within such reasonable specified time as requested. The submitted sample must be labeled with the Proposal Invitation name and number, item number, product identification number, and Vendor’s name. Vendor’s failure to submit a sample wh en requested will result in the product in question not being considered for award to Vendor.

The Cooperative Administrator or Cooperative member may reta in samples for a sufficient length of time for proper evaluation. If not destroyed or consumed during examinatio n or testing and if Vendor has included a written return request with a submitted sample, the Cooperative Administrator or Cooperative member will return samples to Vendor at Vendor's expense. Notwithstanding the foregoing, th e Cooperative Administrator or Cooperative member may permanently retain samples submitted by awarded Vendors for the purpose of determining that the quality and workmanship of awarded products delivered to Cooperative members is comparable to the samples. Neither the Cooperative, the Cooperative Administrator, nor a requesting Cooperative member will be liable for samples that are damaged, destroyed or consumed during examination or testing.

7. Proposal on All or Certain Items; Service Regions
Unless otherwise specified, Vendor may propose on any or all items. Vendor should answer all questions related to each item on which Vendor wishes to propose and indicate “No Bid” for those items on which Vendor does not wish to propose. Failure to complete any item in the specifications will be deemed a no bid on that item. The Cooperative will consider items individually and make awards on each item independently, except for related items for which compatibility will be an element of consideration. In such cases, small groups of items may be considered as a unit.

Vendor’s Proposal shall specify the regions and/or states that Vendor proposes to serve by completing the appropriate Proposal forms. Vendor shall specify only those regions or states for which Vendor is authorized either under applicable law and/or by the manufacturer to sell the proposed produc ts. If Vendor proposes multiple products, and the regions or states which the Vendor is able to serve and proposes to serve differ by product, Vendor must specify the specific regions or states by product in its Proposal. A Vendor may not select a region or state in its Proposal where Vendor is unable or unauthorized to sell a proposed product. If it is determined that a Vendor is unable, unauthorized, or refuses to provide any awarded product(s) or service(s) in a region or state specified in Vendor’s Proposal, such inability, lack of authorization, or refusal shall be an event of default and subject to all remedies up to and including termination of Vendor’s Contract.

8. “All or Nothing” Awards
Unless otherwise indicated in this Proposal Invitation, “all or nothing” Proposals are not acceptable and will be rejected.

V
endor must be willing to accept a part ial award for any combination of the items or services proposed and must be willing to share the business with any other successful Proposers.

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9. Requirements of the Texas Public Information Act; Confidential Information

(a) Vendor Compliance.

The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Proposal Invitation and any awarded Contract, and Vendor agrees that the Contract can be terminated if Vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

Pursuant to Texas Government Code Sections 552.371 and 552.372, to the extent the Contract or any Purchase Order or Member Construction Contract thereunder has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by a governmental body or results in the expenditure of at least $1 million in public funds for the purchase of goods or services by a governmental body in a fiscal year of the governmental body, Vendor shall:

1) preserve all contracting information, as defined in Texas Government Code Section 552.003 (“Contracting Information”), related to the Contract or any Cooperative member Purchase Order or Member Construction Contract thereunder as provided by the records retention requirements applicable to the governmental body for the duration of the Contract (including any Purchase Order or Member Construction Contract thereunder);

2) promptly provide to the Cooperative or Cooperative member, as applicable, any Contracting Information related to the Contract that is in the custody or possession of Vendor on request of the Cooperative or Cooperative member; and

3) on completion of the Contract (including any Purchase Order or Member Construction Contract thereunder), either:
(A) provide at no cost to the Cooperative or Cooperat ive member, as applicable, all Contracting Information related to the Contract (including any Purchase Order or Member Construction Contract) that is in the custody or possession of Vendor; or
(B) preserve the Contracting Information related to the Contract (including any Purchase Order or Member Construction Contract thereunder) as provided by the record retention requirements applicable to the Cooperative or Cooperative member, as applicable.

The Cooperative may not accept a Proposal or award a Contract to a Vendor that the Cooperative has determined has knowingly or intentionally failed to comply with Texas Government Code Chapter 552, Subchapter J, in a previous Proposal or Contract unless the Cooperative determines and documents that Vendor has taken adequate steps to ensure future compliance with the requirements of said Subchapter.

(b) Confidential/Proprietary Information.

Proposer must clearly identify information in the Proposal that Proposer considers proprietary or confidential by completing the Confidential/Proprietary Information form. Further, for any other information provided by Vendor to the Cooperative after Contract award (updated catalogs or pricelists, Vendor information, etc.), Vendor shall clearly mark and identify any information that Vendor considers proprietary or confidential. The Cooperative will treat such information as confidential only to the extent allowable under the Texas Public Information Act (Chapter 552 of the Texas Government Code) or similar disclosure law.

If Vendor fails to properly identify information that the Vendor considers proprietary or confidential, the Cooperative shall have no obligation to seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Inform ation Act or similar disclosure laws.

The Cooperative and its Administrator will not be responsible for Vendor’s failure to clearly identify information Vendor considers confidential or proprietary. Vendor may be notified of a third-party request for information that Proposer has identified in the Confidential/Proprietary Information form as proprietary or confidential when required by the Texas Public Information Act or similar disclosure law.

By submitting a Proposal, Vendor ackn owledges that the Cooperat ive and the Cooper ative Administrator will disclose information when required by law, even if such information has been identified herein as information Vendor considers confidential or proprietary.

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10. Certain Professional Services Excluded
Neither this Proposal Invitation nor any Contract includes services that are required to be procured under the Professional Services Procurement Act (Chapter 2254 of th e Texas Government Code), including without limitation architecture and professional engineering services.

11. Withdrawal or Modification of Proposal
Vendor may withdraw or mo dify a submitted Proposal prior to the Proposal Due Date and time specified in this Proposal Invitation. A Proposal may be withdrawn only in strict accordance with this section.

Electronic Proposals Submissions: A Proposal submitted electronically through a website designated by the Cooperative for submission of electronic proposals may be withdrawn or modified prior to the Proposal Due Date and time through the same electronic proposal submission websit e. Vendor’s login to the electronic proposal submission website shall be used to verify Vendor’s identity. Vendor shall be solely responsible for ensuring only authorized use of its login, following all website instructio ns, and ensuring that the Proposal is pr operly withdrawn or modified prior to the Proposal Due Date and time.

Hard Copy Submissions: If a Vendor submitted a Proposal in hard copy electronic format via mail or in person, rather than electronic submission through the designated website, Proposer must submit a written request to the Cooperative Administrator to withdraw the Proposal. The request to withdraw must be signed by an individual authorized to enter into contracts on Vendor’s behalf and indicate the individual’s title. If the Cooperative Administrator has any question or doubt regarding Vendor’s identity or the identity of its Proposal, withdrawal will not be allowed. If the Cooperative Administrator, decides to allow the withdrawal, Vendor’s duly authorized representative may be required to complete and sign a written receipt satisfactory to the Cooperative Administrator before the proposal will be released. The decision of the Cooperative Administrator relating to matters concerning withdrawal of a Proposal is final.

A Vendor may resubmit a withdrawn Proposal, or submit a new Proposal, up until the Proposal Due Date and time, provided any new submission meets the requirements of this Proposal Invitation . If Vendor resubmits a Proposal that was withdrawn and makes any change to any document in the Proposal package, the change must be made in accordance with the Cooperative’s instructions for Proposal submissions, and Vendor will be deemed to have authorized such change.

Proposals that are in the Cooperative’s possession (including Proposals submitted through an electronic proposal submission website designated by the Cooperative) at the Proposal Due Date and time shall be deemed final, conclusive, and irrevocable; and no Proposal will be subject to withdrawal, amendment, or correction by a Vendor after the Proposal Due Date and time specified in this Proposal Invitation. However, pursuant to section B.4 (Deviations from Item Specifications or General Terms and Conditions), the Cooperative reserves the right, in its sole discretion, to se ek clarification, communicate and resolve issues around deviations that were submitted in a Proposal, consistent with general procurement principles of fair competition.

12. Certifications
The Proposer’s Acceptance and Agreement and Proposal Acknowledgements forms, which are fundamental to and incorporated into this Proposal Invitation, require Vendor to certify to certain matters. Pursuant to and in accordance with such forms, and in addition to the matters set forth ther ein, Vendor certifies to the following with respect to this Proposal Invitation, the Proposal, and any Contract awarded under this Proposal Invitation.

(a) Non-Collusion Certification
Vendor agrees and certifies to the following, and understands that the penalty for violating this non-collusion certification will be the immediate disqualification of Vendor’s Proposal or, if the violation is revealed after Contract award, any remedies allowed by law or the Contract including termination of Vendor’s Contract:

1) Neither Vendor nor any business entity represented by Vend or has received compensation for participation in the preparation of the item specifications or these Terms and Conditions related to this Proposal Invitation;

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2) The Proposal has been arrived at independently and is submitted without collusion with any other Vendor, with any competitor or potential competitor, or wi th any other person or entity to obta in any information or gain any special treatment or favoritism that would in any way limit compet ition or give any Proposer an unfair advantage over any other Proposer with respect to the Proposal;
3) Vendor has not accepted, offered, conferred, or agreed to confer, and will not in the future accept, offer, confer, or agree to confer, any benefit or anything of value to any pe rson or entity related to th e Cooperative or any of its members in connection with any information or submission related to the Proposal, any recommendation, decision, vote, or award related to the Proposal, or the exercise of any influence or discretion concerning the sale, delivery, or performance of any product or service related to the Proposal; 4) Neither Vendor, nor any business entity represented by Vendor, nor anyone acting for such business entity, has violated the Federal Antitrust Laws or the antitrust laws of this State with regard to the Proposal, and the Proposal has not been knowingly disclosed, and will not be knowin gly disclosed, to any other Proposer, competitor, or potential competitor prior to the opening of Proposals; and 5) No attempt has been or will be made to induce any other person or entity to submit or to not submit a Proposal.

(b) Certification Regarding Ethics, Fair Competition, and Other Matters Vendor agrees and certifies to the following:
1) Vendor has, or has the ability to obtain, such financial and other resources, including inventories, as may be required to fulfill all the responsibilities associated with the Proposal; 2) Vendor has a high degree of integrity and business ethics, and a satisfactory record of performance; 3) Vendor is an authorized dealer, distributor, or manufacturer for the products or services offered in the Proposal for each region or state Vendor proposes to serve in the Proposal; 4) Vendor has not been notified by any local, state, or federal agency with competent jurisdiction that its standing in any matters whatsoever would preclude it from submit ting its Proposal and Vendor would in no other way whatsoever be disqualified to propose or receive any award or Contract related to this Proposal Invitation, and Vendor will comply with any reasonab le request from the Cooperative to supply information sufficient to substantiate the foregoing representations;
5) Vendor has provided its valid, proper and correct business entity name and information in its Proposal, that such entity is operating in good standing with the proper authority from whatev er state or local jurisdiction is required, and Vendor has obtained, and will continue to maintain during the entire term of the Contract, all permits, approvals, or licenses necessary for lawful performance of its obligations under this Contract; 6) The prices, prompt payment discount terms, delivery te rms, distribution allowanc es and the quality and/or performance (including warranties) of the product or services offered in the Proposal are and will remain the same or better than those offered Vendor’s similarly situated customers under similar circ umstances, including those offered through other purchasing cooperatives;
7) All pricing offered in the Proposal is and will remain fair and reasonable considering ge neral market pricing for similar goods or services. Vendor has not and will not se ek to engage in price gouging or price manipulation including, but not limited to, submitting artificially low pricing in pricelists, catalogs, or other pricing submitted with the Proposal or quotes to Cooperative members in an at tempt to secure a Contract, Purchase Order, or Member Construction Contract and subsequently attempting to increase such proposed pricing citing market pricing; 8) The products and services offered in the Proposal repres ent the full and complete products and services Vendor seeks to provide if awarded a Contract. If awarded, ex cept as permitted by Sectio n E.8 (Product Updates and Substitutions) of the Terms and Conditions, Vendor will be limited to awarded products and services included in the Proposal and will not seek to sell non-awarded items using the Contract. 9) The Proposal complies with all federal, state, and local la ws concerning these types of products or services, and Vendor will continue to comply with any applicable federal, state, and local la ws related to Vendor’s activities in connection with the Contract;
10) Vendor will comply with any applicable prevailing wage rate requirements under the federal Davis-Bacon or state or local law, including Chapter 2258 of the Texas Government Code;

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11) Vendor will maintain, at Vendor’s expense, any insurance, including without limitation such workers’ compensation insurance as may be required by state or local law or policy, necessary to protect the Cooperative and its members from all claims for bodily injury, death, or property damage that might arise from the performance by Vendor or its employees or its agents of any service under the Contract; however, the existence of such insurance does not relieve Vendor of full responsibility and liability for damages, injury, death, or loss as described or as otherwise provided for by law; and 12) Any false statement contained in the Proposal is a material breach of co ntract which will void the Proposal or any resulting Contract, and subject Vendor to removal from all proposal lists, and possible criminal prosecution.

13. Proposal Signatures
Vendor must submit its Proposal in strict accordance with the Cooperative’s instructions, including having an officer duly authorized by Vendor execute the Proposal. By signing, the signatory warrants that he or she has read and agrees to the terms of the Proposal and is authorized to execut e same as a legally binding act of Vendor. A facsimile or electronic signature will be deemed an original.

14. No Reimbursement
Vendor understands and acknowledges the Cooperative will not reimburse or pay Vendor for any expenses Vendor incurs in preparing its Proposal or providing additional information required in connection with the Proposal.

C. Proposal Evaluation

1. General
A Proposal submitted in accordance with this Proposal Invitati on will initially be considered for award; however, initial consideration of a Proposal will not constitute an assessment of its meeting the necessary qualifications, and a Proposal may be disqualified at any time during the evaluation process for failure to meet any other terms or conditions contained anywhere else in this Proposal Invitation.

2. Best Value Criteria
The Cooperative evaluates Proposals on the basis of best va lue to Cooperative members. In evaluating Proposals and determining best value for all Cooperative members, the Cooperative will consider the following criteria:

Best Value Criteria Maximum Points
1 Price Competitiveness 40
2 Vendor Past Performance 15
3 Vendor Reputation for Goods and Services 15
4 Financial and Technical Resources 15
5 Capability of Servicin g Cooperative Members 5
6 Any other relevant factor or requirement listed in this Proposal Invitation 10 TOTAL 100

The Cooperative’s evaluation may include Vendor’s respon ses to the forms and other attachments or information included with a Proposal or associated with this Proposal Invitation, including but not limited to Vendor’s responses to the Proposal Invitation Questionnaire, as well as any other information at its disposal deemed relevant by the Cooperative in its sole discretion. Only responsive Proposals will be evaluated. Failure to include all required information may result in a Proposal being deemed non-responsive.

As a general matter, the Cooperative seeks to make competitiv e and indefinite quantity awards to Proposers that give the same or better discounts/pricing th an they give their best governmental clients and can provide best value to Cooperative members. Proposers should provide competitive pricing that is the same or better than the pricing provided their best governmental clients. Each Proposal is evaluated on its own merit and determined to be fair and reasonable, including by comparing the price/discounts that Vendor offers other governmental clients.

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If this Proposal Invitation requires discount pricing, discount practices may be examined and evaluated, in the Cooperative’s sole discretion, based on historical data, sales information, discounts gr anted to other governmental clients, and/or other market research techniques. The Cooperative may award Contracts to multiple Proposers supplying comparable products or services, also known as a multiple award schedule, or award the Contract to a single Proposer.

The Cooperative’s decision to make multiple awards or a single award will be based upon the Cooperative’s sole discretion regarding the type of award that provides best value to all Cooperative members.

I n r e g a r d t o V e n d o r p a s t performance, among other factors, the Cooperative may consider a Vendor’s breach of contractual obligation on any other active or prior Cooperative contract awarded to Vendor including, but not limited to, nonpayment of service fees by Vendor, its parent company or affiliates and/ or Vendor’s failure to generate any minimum amount specified in a prior-awarded Cooperative contract.

The Proposal Invitation may also require Proposers to prov ide certain information in the Proposal Forms for which the Cooperative does not evaluate the Proposer’s responses as part of the award criteria set out in this Section C.2. The Cooperative requests such information because it may be rele vant to federal, state or lo cal procurement law or other requirements that apply to various Cooperative members. (Cooperative members may also require and request Vendors provide additional certifications and information to meet the Cooperative member’s specific procurement requirements prior to making purchases under an awarded Contract.) This information, which will be made available to Cooperative members with respect to awarded Vendors, includes the following:

(a) Resident/Nonresident Certification;
(b) Vendor Employment Certification;
(c) Historically Underutilized Business Certification
(d) EDGAR Vendor Certification.

3. Cooperative Board Decision
The Cooperative reserves the right to waive any or all irregu larities, formalities, or othe r technicalities and to be the sole and independent judge of quality and suitability of any products or services offered. The Cooperative may accept or reject a Proposal in its entirety or may reject any part of a Proposal without affecting the remainder of that Proposal and may award individual items in this Proposal Invitation in any combination or in any way that provides best value to Cooperative members based on the criteria set out in sectio n C.2 (Best Value Criteria) of these Terms and Conditions.

The Cooperative may use all means and information at the collective disposal of the Cooperat ive, Cooperative Administrator, and Cooperative members to evaluate Proposal s . T h e f i n a l d e c i s i o n a s t o the best overall offer(s), including as to pricing and suitability of the proposed products or services to meet the needs of and provide best value to Cooperative members, rests solely with the Cooperative’s Board of Trustees.

The Board’s decision may be protested only in accordance with the Board’s protest procedure policy, which is available from the Cooperative Administrator upon written request. Pu rsuant to the Board’s protest procedure policy, a protest challenging the terms, conditions or form of notice of this Proposal Invitation and accompanying documentation must be received by the Cooperative no later than 5:00 p.m. CST the fifth business day before the Proposal opening date, and a protest challenging an award decision, including proposal evaluations, no later than 5:00 p.m. CST the fifth business day after the award is posted on the BuyBoard vendor website.

D. Contract Award

1. Notice of Award and Related Matters
A Proposal is an offer by Vendor to contract with the Cooperative and Cooperative members in accordance with this Proposal Invitation, including without limitation the item specific ations and these Terms an d Conditions. A Proposal does not become a Contract unless and until the Proposal is accepted by the Cooperative through the issuance of a written Notice of Award to a successful Proposer, whereupon the Contract becomes bi nding and enforceable. The Contract may then be utilized by a Cooperative member by the member issuing a Purchase Order and/or Member Construction Contract, as defined in section A.3 (Definitions) and further described in section A.4 (Construction and Construction-Related Goods and Services), for the awarded products or services. Vendor must honor all Purchase Orders issued by Cooperative members and Member Construction Contracts entered into pursuant to this Contract during the

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Contract term in accordance with these Terms and Cond itions. The Cooperative may maintain Vendor’s contract documents in electronic format for the duration of the Contract term.

The Cooperative reserves the right to allow awarded Vendors to add additional service regions, at the Awarded Pricing, to the Vendor’s Contract during the Contract term.

As provided for in detail in section E.11 (BuyBoard Ve ndor Information and Reporting of Cooperative Member Purchases), all Purchase Orders must be processed through the BuyBoard. All deliveries and financ ial transactions related to the Purchase Order will occur directly between Vendor and the ordering Cooperative member. As provided for in detail in section E.11(c ) (Vendor Invoices), Vendor must provide copies of Vendor Invoices for Cooperative member purchases to the Cooperative Administrator.

2. Applicable Terms and Conditions; Member Construction Contracts and Ancillary Agreements By submitting a Proposal, Vendor specifically agrees that these Terms and Conditions shall apply, subject to any deviations properly submitted by Proposer and approved by the Cooperative in accordance with section B.4 (Deviations from Item Specifications or General Terms and Conditions). Followi ng award, Vendor shall not seek to impose on a Cooperative member addition al terms, conditions, or ancillary agre ements that are inconsistent with, or intended to supersede, the Contract Terms and Conditio ns. Further, Cooperative members and Vendors do not have the authority to modify these Terms and Conditions.

However, nothing herein shall prevent the Cooperative member and Vendor from negotiating Member Construction Contracts or other additional ancillary terms applicable to a specific purchase or purchases, consistent with the requirements of these Terms and Conditions, including but not limited to:

(a) Detailed product or service requirements for the specific Cooperative member purchase; (b) Product delivery times and requirements for the specific Cooperative member purchase; (c) Performance and/or payment bonds from Vendor as may be required by law or policy or deemed necessary or appropriate by the Cooperative member;
(d) Requirements for Vendor to carry and provide proof of insurance as may be required by law or policy or as deemed necessary or appropriate by the Cooperative member; (e) Requirements for background checks at Vendor’s ex pense on Vendor employees who will have direct contact with students or staff, or for other reasons;
(f) Other requirements applicable to the purchase as may be required by law, local policy, or deemed necessary or appropriate by the Cooperative member.

Any Member Construction Contract or other ancillary terms between a Cooperative member and Vendor must be in writing and signed by a representative of the Cooperative member with all necessary authority to accept the agreement and bind the Cooperative member. All risk of confirming proper authority shall lie with Vendor.

By submitting a Proposal, Vendor understands and acknowledges that Cooperative members are governmental entities, and any provision in any Member Construction Contract or ancillary agreement which requires the Cooperative member to indemnify or hold harmless Vendor, or any other provision not allowed by th e laws applicable to the purchasing Cooperative member, shall be void and of no effect. Vend or further acknowledges and agrees that, notwithstanding anything in any Member Construction Contract or ancillary agreement, including a product warranty, to the contrary, the laws applicable to such agreement shall be the laws of the state in which the Cooperative member is located. This provision supersedes any provision in any Member Construction Contract or ancillary agreement to the contrary.

Any attempt by Vendor to deviate from this section in Vendor’s Proposal shall be deemed rejected. Further, any attempt by an awarded Vendor to impose terms and conditions on a Cooperative member that are inconsistent with the requirements of this section shall be an event of default under the Contract and subject to all remedies up to and including termination of Vendor’s Contract.

Nothing in any Member Construction Contract or ancillary agreement between a Cooperative member and Vendor shall affect the Terms and Conditions of the Contract as between the Cooperative and Vendor.

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3. Piggyback Contract and Other Entity Clause
It is the Cooperative’s intent that other governmental entities throughout the United States, as well as the administrator’s nonprofit entity BuyBoard subscribers, have the opportunity to purchase the goods or services awarded under the Contract at the same pricing and according to these Terms and Conditions, subject to applicable state law, through a piggy-back award or similar agreement. To the exte nt applicable, Vendor must offer and sell the awarded goods and services to such other organizations and entities in accordance with Vendor’s Proposal, including without limitation the State Service Designation form and the National Purchasing Cooperative Vendor Award Agreement.

E. Contract Performance

1. Contract Term

(a) Term. The term of the Contract is for the in itial term stated in this Proposal Invitation, which term begins on the date specified in the Notice of Award. Unless otherwise stated in this Proposal Invitation, the Contract may be renewed for two additional one-year terms as provided for in this section E.1. In the event the Contract term will expire before the Cooperative awards a successor contract for the categories of awarded products or services, the Contract may be extended beyond the expiration date on a month-to-month basis, or such other term as determined by the Cooperative, upon the agreement of the Cooperative and Vendor, provided that the Awarded Pricing does not increase during such extension. A reference to “Contract term” in these Terms and Conditions means the initial term and any renewal term.

(b) Survival. The Contract shall govern the Vendor’s and the Cooperative member’s rights and obligations with respect to any Purchase Order and/or Member Construction Contract issued during the Contract term and afterwards with respect to any Purchase Order and/or Member Construction Contract or purchase bound by the Cooperative member for specified goods or services before the Contract award period ended. This includes, but is not limited to, the Vendor’s obligations to pay to the Cooperative all applicable service fees as required by section E.12 (Service Fees) of these Terms and Conditions for such Purchase Orders and/or Member Construction Contracts.

(c) Renewals. Vendor has no right to or vested interest in a Contract renewal. The Cooperative will evaluate the Contract award prior to the expiration of the then current Co ntract term (initial or renewal) and reserves the right to not renew the Contract based on factors that may include, but are not limited to, the annual amount of business, Vendor’s performance (including, but not limited to, compli ance with the Terms and Conditions), and the continued provision of best value to Cooperative members. With respect to annual amount of business, Vendor must generate the minimum amount specified in the General Information document associated with this Proposal Invitation through the Contract, during both the initial and the first renewal term, or may not be offered a second renewal term. A Vendor’s failure to generate this minimum amount may also be considered by the Cooperative as part of Vendor’s past performance evaluation on future propos al invitations. A renewal must be agreed to by the Cooperative and Vendor.

Vendor must promptly, and before the st art of the renewal term, notify the Coop erative in writing if Vendor does not accept a renewal offered by the Cooperative or Vendor will have been deemed to have accepted the renewal.

2. Prevailing Wages, Bonding, and Insurance Requirements Vendor must comply with any applicable prevailing wage rate requirements under the federal Davis-Bacon and/or state or local law, including but not limited to Chapter 2258 of the Texas Government Code.

Vendor must provide any applicable perf ormance and payment bonds as required by law, including but not limited to Chapter 2253 of the Texas Government Code, or as requested by a Cooperative member.

Vendor must maintain appropriate and sufficient insurance, including without limitation such workers’ compensation insurance as may be required by state or local law or policy, necessary to pr otect Vendor and the Cooperative and its members from all claims for bodily injury, death, or property damage that might arise from the performance by Vendor or its employees or agents of any service under the Contract; however, the existence of such insurance does not relieve Vendor of full responsibility and liability for damages, injury, death, or loss as described or as otherwise provided by law.

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3. Awarded Items Only May Be Sold; Conformity to Item Specifications If awarded a Contract, Vendor may only offer under the Cont ract those products and services included in Vendor’s Proposal and awarded to Vendor by the Cooperative (“Awarde d Items”). For awards based on catalogs or pricelists, Awarded Items shall include only those items within the specif ication category or categories awarded to Vendor that were included in the catalog(s) or pricelist(s) submitted with Vendor’s Proposal or as updated when and if permitted by section E.8 (Product Updates and Substitutions). Any attempt by Vendor to sell items other than Awarded Items under the Contract shall be an event of default under the Contract.

Vendor warrants that the Awarded Items Vendor provides un der the Contract will conform to the item specifications and other requirements of this Proposal Invitation (except to the extent and as specific ally noted as deviations in Vendor’s Proposal), and will be free from all defects in material, workmanship an d title. Vendor further warrants that (i) Vendor has obtained, and will continue to maintain during the entire term of the Contract, all permits, approvals, and/or licenses necessary for lawful performance of Vendor’s obligations under the Contract ; (ii) Vendor will comply with all applicable state, federal and local laws, rules, and regulations in regard to Awarded Items, and (iii) all Awarded Items provided under the Contract meet all applicable legal standards and requirements, including OSHA standards and regulations, and that any electrical items bear the appropriate listing from US, FMRC, NEMA, or UL Laboratories.

If Vendor provides a product that does not conform to an it em specification, including delivering a product other than the specific brand and model of the product awarded, the ordering Cooperative member may reject the product when delivered and terminate the Purchase Orde r or Member Construction Contract, as applicable, at no cost or penalty to the member. If Awarded Items include chemicals or other products that customarily require Material Safety Data Sheets (MSDS), Vendor must include the MSDS with the first shipment of the product to a Cooperative member during the Contract term. Vendor must provide additional MSDSs to Cooperative members upon request, promptly and at no additional cost.

4. Awarded Pricing
Awarded pricing shall be based on the line item or unit pricing, discount of f catalog or pricelist, not-to-exceed hourly labor rates, or other pricing structure as set forth in the Proposal Invitation, submitted in Vendor’s Proposal, and approved by the Cooperative (“Awarded Pricing”). Except as provided in this section E.4 or otherwise in this Proposal Invitation, Vendor shall hold Awarded Pricing firm during the Contract term.

(a) Price Increases
Except as expressly permitted by these Terms and Conditions, Vendor has no contractual right to make price increases during the Contract term. The Cooperative reserves the ri ght to reject any or all price increases it deems not representing best value to Cooperative members.

1) Line Item/Unit Pricing
Unless otherwise provided in the Proposal Invitation, for aw ards based on not-to-exceed line item or unit pricing, Vendor may submit updated pricing reflecting manufacturer or similar market-wide price increases that occur during the Contract term to the Cooperative, subject to the following requirements:
(A) No price increases will be permitted or accepted between the time of Vendor’s Proposal submission and Contract award.
(B) Unless otherwise provided in the Proposal Invitation or approved by the Cooperative Administrator in writing, Vendor shall be required to keep the Awarded Pricing firm for the first year of the Contract Term; thereafter, Vendor may submit updated pricing no more frequently than annually for each subsequent year of the Contract Term.
(C) Vendor must promptly provide all such supporting documentation, including manufacturer documentation, as the Cooperative, by and through the Cooperative Administrator, may require to support price increases; (D) Information on price increases must be provided in such format as may reasonably be required by the Cooperative Administrator;
(E) All price increases must be supported by manufacturer price changes or similar market changes; and (F) Updated pricing must be limited to Awarded Items or the updated pricing may be rejected in its entirety.

The Cooperative may deem any attempt by Vendor to in cluded non-awarded items in updated pricing as an attempt to sell non-awarded items which is an ev
ent of default under the Contract.

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2) Discount Off Catalog or Pricelist
For awards based on discount off catalog or pricelist, Vendor shall hold all awarded discount percentages firm during the Contract term. However, Vendor may submit updated pricelists or catalogs reflecting manufacturer or similar market-wide price increases that occur during the Contract term to the Cooperative, subject to the following requirements:

(A) No catalog or pricelist price incr eases, including website-ba sed catalogs or pricelis ts, will be permitted or accepted between the time of Vendor’s Proposal submission and Contract award; (B) Following Contract award, Vendor may submit update d pricelists or catalogs to the BuyBoard no more frequently than 180 days from the date of Vendor’s la st pricelist or catalog unle ss otherwise provided in the Proposal invitation or otherwise approved by the Cooperative Administrator in writing; (C) Vendor must promptly provide all such supporting documentation, including manufacturer documentation, as the Cooperative, by and through the Cooperative Administrator, may require to support price increases; (D) Pricelists or catalogs must be provided in such fo rmat as may reasonably be required by the Cooperative Administrator;
(E) All price increases must be supported by manufacturer price changes or similar market changes; and (F) Updated pricelists or catalogs must be limited to Awarded Items or the pricelist/catalog may be rejected in its entirety. The Cooperative may deem any attempt by Vendor to include non-awarded items in updated pricelists/catalogs as an attempt to sell non-awarded items which is an event of default under the Contract.

3) Labor Rates
Unless otherwise provided in the Proposal Invitation, for Awarded Pricing based on not to exceed hourly labor rates, Vendor may not increase Awarded Pricing during the Contract term unless changes to prevailing wage rates under state, local, or federal law applicable to the work to be performed support higher rates. In such event, the Vendor must notify the Cooperative and, upon request, prompt ly provide such documentation as the Cooperative may require to support the requested labor rate increase. Unless required by law, no rate increases will be permitted or accepted between the time of Vendor’s Proposal submission and Contract award. Following Contract award, Vendor may submit updated labor rates no more frequently than 180 days from Vendors last hourly labor rate submission unless otherwise provided in the Proposal Invitation, ot herwise approved by the Cooperative Administrator in writing, or otherwise required by law.

For Awarded Pricing based on a coefficient to be applied to a unit price book, coefficients shall remain firm for the full Contract Term and are not subject to change.

(d) Price Decreases
Regardless of the pricing method specified, in the event Ve ndor decreases the price of awarded products or services below the Awarded Pricing for Vendor’s other customers in similar market circumstances, Vendor must offer such decreased pricing to Cooperative members under the Contract.

Further, Cooperative members may negotiate with Vendor, through the BuyBoard request for quotes (RFQ) function or otherwise, to obtain lower prices for Awarded Items based on volu me or other factors. Noth ing herein shall prohibit Vendor from offering pricing lower than the Awarded Pricing.

(e) Exceeding Awarded Pricing Prohibited
If it is determined that a Vendor has sold Awarded Items to Cooperative members through the Contract at a price higher than the applicable Awarded Pricing, Vendor shall be in default of its Contract and subject to all remedies up to and including termination.

(f) Service Fee Included in Awarded Pricing
Unless specified otherwise in this Propos al Invitation, the service fee due pursuant to section E.12 (Service Fee) of these Terms and Conditions is included in the Awarded Pricing.

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5. Packaging, Transportation, and Delivery
Unless otherwise provided for in this Proposal Invitation, all tangible goods included in this Proposal Invitation must be packaged in containers that are new, appropriately designed for the product, and sturdy enough to protect the product during loading, transit, unlo ading, and storage, and be su itably packed to secure the lowest transportation costs.

Products for which palletizing is approp riate must be delivered on standard an d industry acceptable pallets for the products to be delivered in good, serviceable condition.

Vendor is responsible for paying all freight, delivery, handling and other charges incurred in transporting and delivering products to a Cooperative member, and for the risk of loss until the product is delivered to and accepted by the Cooperative member. Freight, delivery, handling and other charges incurred in transporting and delivering products to a Cooperative member are to be prepaid by Vendor. Vendor may collect the actual amount of such charges after delivery and acceptance, provided that the charges (a) are reasonable, (b) were disclosed to the Cooperative member, if requested, and in all instances in which the charges exceed ten percent (10%) of the total cost of the order, prior to shipment; (c) are itemized and shown separately on the member’s invoice; and (d) are supported by appropriate documentation submitted with the invoice.

Except for items that have hidden defects or that do not meet specifications, title and risk of loss to products pass to a Cooperative member upon the member’s actual receipt and acceptance of the product at the point and time of delivery.

Unless otherwise noted in the Proposal (as a deviation) or provided in the Purchase Order or Member Construction Contract, Vendor must deliver or provide awarded products or services within 10 business days after receipt of a Cooperative member’s Purchase Order. Vendor must immediately notify the Cooperative member’s primary contact of any anticipated or actual delay and document the notice in writing, and the member may extend the delivery time or cancel the order if the delay is unacceptable. If the Cooperative member has not received notice of the delay as required by this section, the member may, at its discretion, return to Vendor any items received after the due date, at Vendor’s expense and without liability or penalty to the member. When the needs of a Cooperative member require immediate response, the right to pick up tangible goods, if part of this Proposal Invitation, on an “over the counter” basis must be available for the majority of the awarded tangible goods. In these circumstances, the Cooperative member’s personnel may pick up the products at Vendor’s warehouse location. Additionally, a Cooperative member may request emergency delivery, and Vendor must use its best efforts to comply wi th rush or emergency requests. If Vendor cannot fulfill the emergency delivery requirement, the member may procure the products or services from alternative sources without penalty. Time is of the essence in Vendor’s performance of the Contract.

6. Packing Lists, Invoices and Payments

(a) Packing Lists, Vendor Invoices
Packing lists or other suitable shippi ng documents must accompany each shipment of tangible goods included in this Proposal Invitation and state: (a) Vendor’s name and address; (b) Cooperative member’s name and address or delivery location; (c) Cooperative member’s Purchase Order number; (d) descriptive information identifying the item(s) delivered, including quantity, item number, product code, item description, and total number of containers; and (e) copies of all product warranties for the item(s) delivered. Vendor must submit separate invoices, in duplicate, on each Purchase Order after each delivery. Invoices must (a) contain the information stated above; (b) separately itemize any transportation and delivery charges, and include associated documentation; (c) include a properly signed copy of the delivery receipt; and (d) be mailed directly to the ordering Cooperative member.

Unless specified otherwise in this Proposal Invitation, the service fee due pursuant to section E.12 (Service Fee) of these Terms and Conditions is included in the Awarde d Pricing and must not be se parately itemized in the invoice. Vendor shall provide copies of Vendor Invoices to the Cooperative in accordance with the requirements of section E.11(c) (Vendor Invoices).

(b) Payments
Payment by the Cooperative member is due after a Co operative member’s receipt and acceptance of ordered products or services and the documentation identified above, including a complete and correct invoice, in accordance with the Texas Prompt Payment Act (Chapter 2251 of the Texas Government Code). A Cooperative member is not responsible for products delivered or invoiced without a valid purchase order number.

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A Cooperative member’s obligation to Vendor is payable only and solely from funds available for the purpose of the purchase. Lack of funds will render a Cooperative member’s Purchase Order and/or Member Construction Contract null and void to the extent funds are not available and any delivered but unpaid product will be returned to Vendor. Neither the Cooperative nor TASB is liable or responsible for any payment owed Vendor by a Cooperative member under the Contract .

7. Product Inspection, Testing, and Defective Items
Products supplied under the Contract must be delivered in the best possible condition, be covered by the product warranties provided by Vendor and/or the product manufacturer to other customers, and are subject to inspection, testing, and approval by the Cooperative or a Cooperative member. Tests may be performed on samples taken from any regular shipment of the product. In the event a tested product fails to meet or exceed all requirements of the item specifications, these Terms and Conditions, and/or any Member Construction Contract, Vendor must pay the cost of the samples and/or the testing. Upon receipt of notification from the Cooperative or Cooperative member, Vendor must replace and, for tangible goods, pick up the defective prod uct within five business days or on the next service date, whichever is sooner, without charge for the replacement or delivery. Additionally, the Cooperative or member may dispose of defective products that are not picked up and replaced by Vendor, without cost. Products damaged in shipment are considered defective for purposes of the foregoing. Latent defects discovered after delivery and acceptance of any products may result in revocation of the acceptance of such products. The Cooperative or Cooperative member must have access to Vendor’s place of business during normal business hours for the purpose of inspecting any awarded product.

8. Product Updates and Substitutions
Vendor’s Proposal must specify the products or services Vendor proposes to provide under each category of the Proposal Invitation specifications. Vendor shall only be permitted to provide those products or services specified in the Proposal for the category or categories under which Vendor is awarded under the Contract. Except as provided in this section E.8, the Cooperative will not ac cept additions or substitutions to any of th e product(s) listed in the Proposal after a Notice of Award has been issued.

(a) Updated Catalogs
If a manufacturer catalog submitted with Vendor’s proposal is later updated with products within the same Proposal Invitation category or categories, including new products not previously available in the awarded product category, Vendor may substitute the updated catalog for the awarded product or catalog. Notwithstanding the forgoing, updated catalogs shall not be permitted to include any of the following:

1) Items that are outside the category or categories under which Vendor was awarded; 2) Items that, in the reasonable discretion of the Cooperative, do not meet the intent of the awarded specification category;
3) Items that were available in the market at the time of the submission of Vendor’s Proposal which Vendor either elected not to include or neglected to include with Vendor’s Proposal; or 4) Products from manufacturers or brands not specifically included in Vendor’s Proposal in the applicable specification category.

(b) Substitutes
If an awarded product or catalog of products is disconti nued by the manufacturer and the same manufacturer offers an equivalent replacement product or catalog, Vendor ma y substitute the replacement product or catalog for the awarded product or catalog.

Vendor shall submit all reas onable supporting documentation requested by the Cooperative Administrator regarding any catalog updates or product or catalog substitutions. The Cooperative, by and through the Cooperative Administrator, reserves the right to reject, in its sole discretion, any catalog updates or product or catalog substitutions.

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9. Product and Service Guarantees and Warranties
Vendor shall extend such warranties on Awarded Items, including the installation thereof if such installation is provided by Vendor, as are normally provided to other customers of Vendor. All services shall be performed in a good and workmanlike manner consistent with industry standards. Unless a deviation is submitted by the Vendor with its proposal and accepted by the Cooperative pursuant to section B.4 (Deviations from Item Specifications or General Terms and Conditions) or unless a different warranty is required by a Cooperative member Purchase Order, Member Construction Contract, or ancillary agreement, a minimum of a 90-day prod uct or service guaranty or the manufacturer’s standard commercial warranty, whichever is greater, will apply to all awarded products and servic es. At a minimum, all product warranties must provide for replacement of defective merchandise, parts, and labor, and include pick-up of the defective merchandise from the location specified by the Cooperat ive member and delivery of the replacement(s) to the same location. In addition, such warranty shall include curing any defects in connection with any Vendor installation of the product at no additional cost to the member. The warranty period is effective from the date the Cooperative member accepts the product or the date the service is completed and accepted by the Cooperative member. No waiver of implied warranties shall be effective unless explicitly approved by a Cooperative member in writing in accordance with section D.2 (Applicable Terms and Conditions; Ancillary Agreements).

Vendor shall respond to any reasonable requests for information from the Cooperative, the Cooperative Administrator, or a Cooperative member pertaining to concerns regarding pu blic health or safety in re lation to Awarded Items and provide such documentation as may be reasonably requeste d. In the event of any product recalls affecting Awarded Items, Vendor shall notify the Cooperative Administrato r and any Cooperative members who made purchases from Vendor for such recalled products in wr iting as soon as practicable of the re call and proposed action. At a minimum and without waiving any other requirements under the Contract, law, or Cooperative member Purchase Order, Member Construction Contract, or ancillary agreem ent, Vendor shall be required to take all action required by law or greater remedy as may be offered by Vendor to other customers with respect to recalled products, including but not limited to, prompt replacement and/or refunds.

10. Multiple Distribution Centers, Single Point of Contact, and Designated Dealers If tangible goods are included as part of Vendor’s Awarded Items and Vendor delivers pr oducts out of more than one warehouse or distribution center, all warehouses or distribution centers involved in the distribution plan must carry or have timely access to all Awarded Items and must be able to respond to orders in a timely manner. Except as expressly permitted in this Proposal Invitation, product substitutions are not allowed, and the involvement of multiple distribution centers does not alter any restriction against product substitution.

The Cooperative and Cooperative members will have one Vendor contact person for overall contract management relative to the Contract, even if Vendor uses multiple dist ribution centers or designated dealers, and the Cooperative and its members will not be required to deal with multiple Vendor contacts for overall contract management.

If Vendor is a manufacturer that sells products through a dealer network, Vendor may request to designate a dealer or multiple dealers (“Designated Dealer” or “Designated Dealers”) to receive Cooperative member Purchase Orders on Vendor’s behalf by completing and submitting to the Cooperative Administrator the information required on the Manufacturer Dealer Designation form contained in the Proposal Invitation and, if requested, such other information as the Cooperative Administrator may reasonably require.

Vendor shall remain responsible and liabl e for all obligations under the Contract and the performance of both Vendor and any of Vendor’s Designated Dealers under and in accordance with the Contract. Vendor shall remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor’s Contract for nonpayment of service fees.

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Further, Vendor acknowledges and agrees that, if Vendor opts to submit Designated Dealers under the Contract, Vendor is responsible for ensuring the accuracy, maintenance, and updating of the Designated Dealer information provided to the Cooperative and ensuring and confirming such information has be en received by the Cooperative Administrator in such form as the Cooperative Administrator may reasonably require. Vendor authorizes the Cooperative Administrator, in its sole discretion, to list any Vend or Designated Dealers on the BuyBoard website and authorizes the Designated Dealer(s) to receive Purchase Orders directly from Cooperat ive members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purc hase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contra ct, including but not limited to timely f orwardin g suc h Purchase Order to a Designated Dealer for processing.

The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such De signated Dealer to cease ac cepting Purchase Orders or otherwise acting on Vendor’s behalf under the Contract. Further, the Cooperative Administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion.

11. BuyBoard Vendor Information and Reporting of Cooperative Member Purchases

(a) BuyBoard Website and Vendor Information
The awarded Contract will be posted on the BuyBoard webs ite as an online marketplace. By submitting a Proposal, Vendor consents to the posting of all Proposal and product information provided by Vendor including, but not limited to, Vendor’s Proposal, contact information, product cata logs, and product pricing on the BuyBoard website for Cooperative members. Vendor further authorizes the Cooperat ive, the Cooperative Administrator, and any third-party contractor providing services for the BuyBoard website to receive and relay such information to Cooperative members electronically, including via electronic punch out from the BuyBoard website.

Posting of Vendor information on the BuyBoard website or other relay of Vendor information by the Cooperative to Cooperative members shall be for the convenience of Cooperative members and Vendors only and shall not be deemed a contractual obligation or duty on the part of the Cooperative. Whether and when to post information to the BuyBoard website shall be in the sole discretion of the Cooperative. To the extent Vendor pricing or catalog information is posted on the BuyBoard website and Vendor subsequently submits updated pricing or catalog information in accordance with sections E.4 or E.8 of the Terms and Conditions, as applic able, the Cooperative Administrator shall have a reasonable time (which in no event shall be less than 10 business days, and may be longer depending on circumstances) to review the information and, if accepted in accordance with the Terms and Conditions, update the information. Vendor shall continue to honor all prior pricing and ca talogs and shall not be permitted to se ll products or services to Cooperative members using updated pricing or catalog information until all required information has been received and updated by the Cooperative Administrator. It is the responsibility of Vendor to timely provide all pricing and catalog information in the format required by the Cooperative Administrator and respond to requests for addi tional information from the Cooperative Administrator to avoid delays in information being updated. As prov ided in sections E.4 and E.8 of these Terms and Conditions, the Cooperative reserves the right to reject any or all price increases or catalog updates.

Neither the Cooperative nor the Cooperative Administrator shall be liable to any party for information provided by Vendor or for any errors in Vendor information posted to the BuyBoard website or relayed to Cooperative members. Vendor shall be fully responsible and liable to the Cooperative, the Cooperative Administrator, and Cooperative members for all information provided by Vendor related to the Proposal Invitation, Contract and/or for posting on the BuyBoard website includin g, but not limited to, catalogs and pric elists. Vendor shall not upload, enter, or submit any information that may infringe the intellectual property rights of any third party or that contains software viruses or any other code, f iles, or programs that may damage or disrupt any softwa re, hardware, or equipment. To the extent Vendor discovers any error in information on the BuyBoard website, Vendor shall promptly advise the Cooperative Administrator in writing at [email protected] . Vendor shall also confirm the accuracy of all product and pricing information in Purchase Orders and Member Construction Contracts prior to acceptance and promptly notify the Cooperative member and Cooperative of any potential errors.

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By submitting a Proposal, Vendor certifies that Vendor has read the BuyBoard Technical Requirements contained in this Proposal Invitation and, if awarded a Contract, will comply with all requirements therein except as specifically indicated by Vendor in the Acknowledgement of BuyBoard Technical Requirements form. To the extent Vendor has acknowledged the ability to comply with the BuyBoard Technical Requirements, Vendor’s subsequent failure or refusal to comply shall be deemed an event of default under the Contract. To the ex tent Vendor is unable to meet the applicable BuyBoard Technical Requirements, Vendor acknowledges that, if awarded a Contract, information available on the BuyBoard for Vendor’s awarded products or services may be more limited than other Vendors, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website.

The BuyBoard Technical Requirements may be updated from ti me to time, and Vendor agrees to use best efforts to comply, if able, with updated requirements.

In using the BuyBoard Website, Vendor agrees to comply with BuyBoard Terms and Conditions of Use and BuyBoard Privacy Policy (“BuyBoard Website Terms”) which are available on the website and may be updated from time to time.

The BuyBoard Website Terms supplement the Contract. In the event of any conflict between the Contract and the BuyBoard Website Terms, the Contract shall prevail.

(b) Purchase Order Reporting
A Cooperative member may make purchases from Vendor under the Contract by issuing a Purchase Order to procure Awarded Items. All Purchase Orders generated by or under the Contract must be processed through the BuyBoard. Except as expressly authorized in writin g by the Cooperative Administrator, neither Vendor nor any Vendor Designated Dealer is authorized to process a Purchase Order received directly from a Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative.

To the extent Vendor or Vendor’s Designated Dealer rece ives a Purchase Order directly from a Cooperative member that Vendor has reason to believe has not been received by the Cooperative or processed through the BuyBoard, Vendor shall promptly provide a copy of the Purchase Order to the Cooperative Administrator.

A Vendor may request authorization to self-report Cooper ative member purchases by completing the Vendor Request to Self-Report BuyBoard Purchases form included in the Propos al Invitation or such other form as may be required by the Cooperative Administrator. Any request must be submitte d in writing and is subject to written approval by the Cooperative Administrator. To the extent that a Vendor is authorized in writ ing by the Cooperative Administrator to self-report Cooperative member purchases under the Contract, Vendor shall be required to comply with all additional terms and conditions imposed by the Cooperative as part of such authorization.

The Cooperative may, from time to time, in its reasonable discretion, provide instructions and modify the procedures for reporting Purchase Orders under the Contract by providing Vendor at least 30 days advance written notice. Vendor acknowledges and agrees that notice provided via electronic mail to the Purchase Order contact designated by Vendor in Vendor’s Proposal, or subsequently updated in writing, shall satisfy this requirement. Continued acceptance of Purchase Orders and/or any Contract renewal by Vendor shall constitute acceptance of any modified Purchase Order procedures.

The intent of the Cooperative member to purchase through the Cooperative Contract is paramount. The method or timing of reporting a Purchase Order to the Cooperative shall not alter the nature of the transaction as a BuyBoard purchase or relieve Vendor of the obligation to pay the service fee on such purchase.

Vendor and any Vendor Designated Dealer must maintain the computer and telephone hardware necessary to provide for the electronic receipt of Purchase Orders and pay such costs and fees as may be imposed by a supplier or service provider for the software, equipment and service required to use the BuyBoard.

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(c) Vendor Invoices
To further document and report Cooperative member pu rchases under the Contract, Vendor shall provide the Cooperative with copies of Vendor Invoices for all Cooperative member purchases under the Contract. Vendor shall submit copies or reports of Vendor Invoices to [email protected] promptly upon generation of the invoice. Vendor shall ensure that the Contract number and member Purchase Order number is included with the Vendor Invoice.

In lieu of providing copies of individual Vendor Invoices, Vendor may provide monthly reports of Vendor Invoices to [email protected] no later than the 10th day of the month. The monthly Vendor Invoice reports shall include a list of all invoices billed by Vendor during the preceding month to Cooperative members for purchases under the Contract.

Monthly Vendor Invoice reports shall include any and all info rmation reasonably required by and be in such format as may be reasonably required by the Cooperative Administrator. At a minimum, Vendor Invoice reports shall include the Cooperative member name, Purchase Order number, general description of the purchase including Contract number and Contract category under which the purchase was made, and invoice amount.

Vendor agrees to cooperate, and to require any Vendor De signated Dealer(s) to cooperate, with the Cooperative to promptly provide such reasonable information and docu mentation as the Cooperative Administrator may require regarding Purchase Orders received by Vendor and Vendor Invoices issued by Vendor under the Contract.

12. Service Fee
Vendor must pay the Cooperative the service fee specified in this Proposal Invitation and, unless this Proposal Invitation provides otherwise, the service fee is included in the Awarded Pricing. Except as otherwise provided in this section E.12, Vendor must remit the service fee to the Cooperative in Austin, Texas, within 30 days of the date of each service fee invoice.

Service fees shall be deemed incurred on the date of Vendor’s receipt of payment for products or services by the Cooperative member. To the extent that a Vendor disputes any service fee listed in a service fee invoice, including but not limited to assertions that the purc hase on which the fee is based has yet to be delivered or paid (e.g. special orders), was canceled by the Cooperative member, or is a duplicate purchase order, the Vendor must notify the Cooperative of the dispute in writing no later than the 90 th day after the original invoice date (“Dispute Period”) by returning a copy of the invoice or statement of outstanding balances to the Cooperative Administrator with each disputed item marked and the basis for dispute provided. To the extent that the disputed service fees have been paid by Vendor, any request for a refund must be provided to the Cooperative Administrator in writing, with supporting documentation, no later than the last day of the Dispute Pe riod. Vendor agrees to cooperate, and require any Vendor Designated Dealer(s) or billing agent to cooperate, with th e Cooperative Administrator in attempting to reconcile and resolve disputed fees and shall prov ide such reasonable information an d documentation as the Cooperative Administrator may require to review the disputed fees to the satisfaction of the Cooperat ive Administrator’s staff. Any service fees for which the Cooperative Administrator has not received a notice of dispute or request for refund within the Dispute Period as set forth herein shall be deemed conclusively due and owing and no longer subject to dispute or claim for refund.

Unpaid service fees will be subject to collection in accordan ce with the Cooperative’s Board policy on vendor invoicing and collections, which is available from the Cooperative Administrator on request.

A Vendor may designate a billing agent to receive Cooperative service fee invoices on Vendor’s behalf. Such designation must be made in writing by an authorized representative of Vendor and properly submitted to the Cooperative Administrator in such form as the Cooperative Administrato r may reasonably require. However, in so doing, Vendor acknowledges and agrees that such designation shall be for Vendor’s convenience only and Vendor shall remain responsible for all obligations under the Contract, including payment of service fees, and shall remain subject to all remedies for default in payment thereof.

Vendor agrees to provide the Cooperative with copies of al l Purchase Orders generated by or under the Contract that are received directly from Cooperative members, Vendor Invoices, and/or such other documentation regarding those Purchase Orders as the Cooperative Administrator may require in its reasonable discretion. Additionally, the Cooperative has the right, upon reasonable written notice, to review Ve ndor’s records pertaining to purchases under the Contract with Cooperative members to verify purchase history and the accuracy of service fees payable from Vendor.

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13. Disclaimer of Warranty and Limitation of Liability

THE COOPERATIVE AND TASB (BOTH D/B/A BUYBOARD) DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR

IMPLIED, IN REGARD TO THE AVAILABILITY, ACCURACY, CONTENT OR ANY OTHER ASPECT OF ANY INFORMATION,

PRODUCT, OR SERVICE FURNISHED UNDER THE CONTRACT AWARD, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO

ANY AND ALL CAUSES OF ACTION ARISING UNDER OR RELATED TO THE CONTRACT, NEITHER THE COOPERATIVE

NOR TASB, NOR THEIR RESPECTIVE OFFICERS, BOARD MEMBERS, EMPLOYEES OR AGENTS, IS LIABLE TO VENDOR

UNDER ANY CIRCUMSTANCES FOR LOST REVENUE, DATA OR PROFITS, OR FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF THE COOPERATIVE AND/OR TASB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY PROVIDED BY LAW, IN NO EVENT WILL THE COOPERATIVE AND/OR TASB’S TOTAL JOINT LIABILIY TO VENDOR EXCEED THE

AMOUNT OF THE SERVICE FEE PAID BY VENDOR DURI NG THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Neither the Cooperative nor TASB is in any way liable to Vendor for a Cooperative member’s performance or nonperformance of the member’s obligations under the Contract, Purchase Order, or Member Construction Contract.

14. Sales Tax
Cooperative members are governmental entities which are generally exempt by law from the payment of state sales tax and federal excise tax. Vendor may request a Cooperat ive member to provide a tax exemption certificate, or the member may establish its tax-exempt status by including ta x exemption information or ta x exemption certificate with the Purchase Order as authorized under law. Vendor is responsible for collecting such taxes, if any, as may be due from a Cooperative member and remitting payment to the appropriate taxing authority.

15. Use of BuyBoard Logo and Trade Name
The BuyBoard trade name and logo are pr oprietary to TASB and have been specifically licensed by TASB to the Cooperative. Vendor may not use, display, or otherwise distribute the BuyBoard logo or trade name except in strict accordance with the Cooperative’s written guidelines posted on the BuyBoard website.

16. Indemnification
Vendor agrees to defend, indemnify, and hold harmless the Cooperative, TASB, and Cooperative members, and their officers, board members, agents and employees, from and agai nst all third-party claims, acti ons, suits, liability, liens, loss and damage of any character, type, or description, including without limitation all expenses of litigation, court costs and attorney’s fees, arising out of or related to (a) injury or death to any person or damage to any property related to the acts of Vendor or its agents, subcontractors, or employees in the execution of or performance under the Contract, a Purchase Order, or a member Construction Contract, as applicable; and (b) Vendor’s negligence, misconduct, breach of contract or other failure to comply with its obligations in the execution or performance under the Contract, Purchase Order, or Member Construction Contract, as applicable.

17. Intellectual Property Infringement by Vendor
Without limiting the scope of section E.16 (Indemnification) of these Terms and Condition, if any claim is asserted, or action or proceeding brought against the Cooperative, the Cooperative Administrator, or a Cooperative member that alleges that either (1) all or any part of the products or services supplied by Vendor, in the form supplied or modified by Vendor, or its subcontractors pursuant to Vendor’s sole directions, or (2) any information provided by Vendor or its designated dealers or agents to a Cooperative member, the Cooperative, or the Cooperative Administrator (including, but not limited to, information submitted by Vendor to the Cooperative or Cooperative Administrator for the BuyBoard website), infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other propri etary right of any third party, the Cooperative, Cooperative Administrator, or Cooperative member upon its awareness, shall give Vendor prompt written notice thereof. Vendor shall defend, and hold the Cooperative, the Cooperative Administrator, and the Cooperative member harmless against any such claim or action and shall indemnify the Cooperative, the Cooperative Administrator, and Cooperative member against any liability, damages and costs resulting from such claim. In addition, if, in any such suit arising from such claim,

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the continued use of the product for the purpose intended is enjoined by any court of competent jurisdiction, unless otherwise agreed in writing by the Cooperative member, Vendor shall, at its expense and option, either (a) procure for the Cooperative member the right to continue using the pr oduct; (b) modify the product so that it becomes non- infringing; (c) replace the product or portions thereof so th at it becomes non-infringing; or (d) allow the Cooperative member to return the product or cancel the service and refund the purchase price (less reasonable depreciation for use, if applicable.)

18. Remedies for Default and Termination of Contract

(a) Default and Termination of Cooperative Contract
Except as otherwise provided for in these Terms and Conditions, either party (Cooperative or Vendor) may terminate the Contract in whole or in part in the event of the other party’s substantial failure to fulfill its obligations under the Contract through no fault of the terminating party; provided, however, that the defaulting party is given at least 10 business days prior written notice of the default and intent to terminate (delivered by certified mail, return receipt requested, or other method that similarly documents receip t), and, to the extent the default is capable of being cured, a 10 business day opportunity to remedy the default to the satisfaction of the terminating party (or, in the event of default based on Vendor’s failure to timely remi t the service fee due the Cooperative, such longer cure period as may be established by Cooperative policy.)

At the Cooperative’s option and in addition to any other remedies it may have available, the Cooperative may terminate the Contract if Vendor fails to adhere to or violates any of the provisions of these Terms and Conditions, including the certifications. Without limiting the scope of the foregoing, one or more of the following constitute grounds for termination:

1) Materially misleading or false statement(s) in Vendor’s Proposal; 2) Delivery of product or services that fail to meet the item specifications; 3) Delivery of product or services that are defective or substandard or fail to pass product inspection; 4) Delivery of a product substitution, except as specifically authorized by the Contract; 5) Failure to meet required delivery schedules;
6) Failure to timely supply Awarded Items at the Awarded Pricing; 7) Failure to timely remit any service fee due the Cooperative under the Contract or any other BuyBoard contract with Vendor, its parent company, or affiliates; 8) Failure to provide, within a reason able time and where required by the Contract, information reasonably requested by the Cooperative or Cooperative Administrator including, but not limited to, information requested under sections E.11 (BuyBoard Vendor In formation and Reporting of Cooperative Member Purchases) or E.12 (Service Fees) of these Terms and Conditions; 9) Processing a Purchase Order received directly from a Cooperative member, without prior written approval from the Cooperative Administrator;
10) Providing architectural or engineering services under the Contract that must be procured pursuant to the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code); 11) Selling non-awarded products or services under the Contract or any other BuyBoard contract; 12) Vendor refusal, inability, or loss of ability to offer or provide Awarded Items to Cooperative members in awarded regions or states unless caused by a Forc e Majeure event pursuant and subject to section E.19 (Force Majeure); or
13) Failing to provide a Cooper ative member with a copy of the BuyBoard Procurement and Construction- Related Goods and Services Advisory for Texas Members before executing a Member Construction with the member or accepting the Cooperative member’s Purchase Order for construction-related goods or services, whichever comes first.

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Notwithstanding any other provis ion of this section E.18, in the event of Vendor’s default under or breach of any provision in the Contract, the Cooperative reserves the ri ght to enforce the performance of the Contract in any manner prescribed by law or deemed to be in the best inte rest of the Cooperative or necessary or appropriate to protect or provide best value to Cooperative members. Without limiting the scope of the foregoing, the Cooperative, acting by or through the Cooperative Administrator, may temporarily inactivate (suspend) Vendor from the BuyBoard website and as a BuyBoard vendor, suspend or remove an y Vendor Designated Dealer, or require removal of an Awarded Item with or without prior notice to Vendor, if the Cooperative or Cooperative Administrator reasonably determines that that there has been a breach under the Contract or any other BuyBoard contract with Vendor, including but not limited to no npayment of service fees, or that there is a potential policy, public health, or safety issue to warrant such action. The temporary inactivation may remain in effect pending further action or termination of the Contract by the Cooperative. Vendor remains liable for all obligations and responsibilities incurred prior to and during any temporary inactivation and prior to termination, as applicable.

In the event the Cooperative terminates the Contract, in whole or in part, the Cooperative reserves the right to award the terminated Contract, or any portion thereof, to the next Proposer the Cooperative determines to provide best value to Cooperative members. Additionally, the Coop erative may sue for breach of contract and specific performance and, in addition to contract damages, recover attorneys’ fees and costs. Vendor shall be liable for any and all damages permitted by law, and an y deviation submitted by Vendor in its Proposal seeking to limit Vendor’s liability to the Cooperative shall be deemed rejected.

The Cooperative will not be liable to Vendor for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequentia l, exemplary, or incidental damages) resulting from termination based on Vendor’s default or breach of contract.

If any delay or failure of performance is caused by a Force Majeure event as described in section E.19 (Force Majeure) of these Terms and Conditions, the Cooperative may, in its sole discretion, terminate the Contract in whole or part, provided such termination complies with the proc edures set out above. Any Contract termination resulting from any cause other than a Force Majeure event will be deemed a valid reason for the Cooperative not considering any future proposals from the defaulting Vendor.

In the event a Vendor’s Contract is terminated under this section E.18, Vendor shall remain responsible for payment of all service fees to the Cooperative for Awarded Items sold under the Contract to Cooperative members prior to such termination.

(b) Default and Termination of Cooperative Member Purchase A Cooperative member has no authority to terminate the Contract at the Cooperative level for default. A Cooperative member may terminate a Purchase Order or Member Construc tion Contract or refuse to accept delivery (1) as provided for in these Terms and Conditions, Cooperative member Purchase Order, Member Construction Contract, or ancillary agreement, or (2) for Vendor’s material breach of a term or condition included in the Contract, a Cooperative member Purchase Order, Member Construction Contract, or ancillary agreement. Additionally, to the extent permitted by law, Cooperative members may sue for breach of contract and specific performance and, in addition to contract damages, recover attorneys’ fees and costs. Nothing herein shall limit the remedies available to a Cooperative member under applicable law.

A Cooperative member will not be liable to Vendor for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequential, exemplary, or incidental damages) resulting from termination based on Vendor’s default or breach of contract.

19. Force Majeure
The term Force Majeure includes, but is not limited to, gove rnmental restraints or decrees, provided they affect all companies in Vendor’s industry equally and are not actions taken solely against Vendor; acts of God (except natural phenomena, such as rain, wind, or flood, which are normally expected in the locale in which performance is to take place); work stoppages due to labor disputes or strikes; fires; ex plosions; epidemics or pandemic s; riots; war; rebellion; or sabotage.

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The Cooperative, Cooperative members, and Vendor are required to use due caution and preventive measures to protect against the effects of Force Majeure, and the burden of proving that Force Majeure has occurred rests on the party seeking relief under this section E.19 . The claiming party must promptly notify the other party in writing, citing the details of the Force Majeure event, use due diligence to overcome obstacles to performance created by the Force Majeure event, and resume performance immediately after th e obstacles have been removed, provided the Contract has not been terminated in the interim.

Delay or failure of performance of the Co ntract, a Purchase Order, or Member Construction Contract caused solely by a Force Majeure event will be excused for the period of delay caused solely by the Force Majeure event, provided the party claiming the event promptly notifies the other party in writing. Neither party shall have any claim for damages against the other resulting from delays caused solely by Force Majeure. The Cooperative will not be responsible for any cost incurred by Vendor because of a Force Majeure event. A Cooperative member will not be responsible for any cost incurred by Vendor because of the Force Majeure event unless an authorized representative of the Cooperative member has requested, in writing, that Vendor incur such cost in connection with any delay or work stoppage caused by the Force Majeure event.

Notwithstanding any other provision of this section E.19, in the event Vendor’s performance of its obligations under the Contract is delayed or stopped by a Force Majeure event, the Cooperative may, at its sole option, terminate the Contract in accordance with section E.18 (Remedies for Default and Termination of Contract) of these Terms and Conditions. This section E.19 does not limit or otherwise modify any of the Cooperative’s rights as provided elsewhere in the Contract.

F. Miscellaneous

1. Assignment
Vendor may not sell, assign, transfer, convey or subcontract any responsibility or obligation created by the Contract in regard to the Cooperative without the Cooperative’s prior wr itten consent. A Vendor wishing to assign, transfer, or convey all or any portion of an awarded Contract shall submit a written request to the Cooperative, preferably at least 60 days before the projected effective date of the assignment and promptly provide such information as the Cooperative may require to process and consider the request.

Approval or denial of an assignment re quest shall be within the sole discretion of the Cooperative, and a vendor not awarded a Contract through the Proposal Invitation process has no right or vested interest to assignment of an awarded Contract. In determining whether to consent, the Cooperative may consider any relevant factors, including whether the party to which the sale, assignment, tran sfer, conveyance or subcontract is prop osed is bound to and will honor all obligations and responsibilities imposed on Vendor under the Contract, including Awarded Pricing, and the best interest of and value to Cooperative members. Vendor’s attempted sale, assignment, transfer, conveyance or subcontracting of any part of the Contract except in compliance with this section F.1 is void and ineffective.

If Vendor ceases distribution of an Awarded Item for any reason during the Contract term, including ceasing distribution in one or more regions or states designated by Vendor in its Texas Regional Service Designation or State Service Designation forms, and the Coop erative determines that cont inued availability of the product provides best value to Cooperative members, the Cooperative reserves the right to place the manufacturer of such product on the BuyBoard for the remainder of the Contract term for any or all regions or states in which Vendor has ceased distribution, in which event Vendor’s Contract for such product will be deemed assigned to the product manufacturer.

2. Notices
Unless otherwise provided for in this Pr oposal Invitation, any written notice or other communication required by the Contract or by law will be co nclusively deemed to have been given and re ceived on the third bu siness day after such written notice has been deposited in the U. S. Mail, proper ly addressed, and with suffic ient postage affixed thereto, provided that actual notice may also be given via electronic mail or in any other manner used in commerce.

If the conclusion of any time period provided for in these Terms and Conditions falls on a weekend or a federal holiday, the conclusion of such time period shall be deemed to be extended until the ne xt business day. Otherwise, references to time periods measured by days shall mean calendar days unless business days are specifically designated.

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3. Equal Employment Opportunity (EEO) Disclosures
Vendor agrees to abide by all applicable laws, regulation s, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the state in which Vendor’s primary place of business is located. In accordance with such laws, regulations and executive orders, Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status, disa bility or genetic information, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies.

4. Applicable Law, Venue and Dispute Resolution
The Contract is governed by and will be construed accordin g to the laws of the State of Texas, including the Uniform Commercial Code (UCC) as adopted in the State of Texas as effective and in force on the date of the Contract. Venue for any litigation concerning the Cooperative or TASB lies in Austin, Travis County, Texas, and venue for any litigation between a Cooperative member and Vendor arising under th e Contract lies in the home county of the member. The parties have the mutual affirmative duty to attempt to resolve any disputes that arise under the Contract in good faith at the least possible expense prior to the initiation of any type of judicial or administrative proceeding.

5. Waiver
No claim or right arising out of a breach of the Contract can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. A party’s failure to re quire strict performance of any provisio n of the Contract does not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision.

6. Interpretation – Parol Evidence
This writing is intended by the parties as a final expression of their agreement and a complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties and no usage of the trade is relevant to supplement or explain any terms used in the Contract. Acceptance or acquiescence in a course of performance rendered under the Contract is not relevant to and does not determine the meaning of the Contract even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection.

7. Right to Assurance
Whenever the Cooperative in good faith has reason to question Vendor’s intent to perform, the Cooperative may demand that Vendor give written assurance of its intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the Cooperative may treat the failure as an anticipatory repudiation of the Contract.

8. Non-Appropriations Clause
Texas law prohibits the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. A Cooperative member that is a governmental entity (a) reserves the right to rescind a multi-year purchase order or other agreement to purchase products or services under the Contract at the end of the member’s fiscal year if it is determined that funding is not av ailable to extend the agreement; and (b) will use its be st efforts to attempt to obtain and appropriate funds for payment.

9. Invalid Term or Condition
If any term or condition of the Contract is held invalid or unenforceable, the remainder of the Contract will not be affected and will be valid and enforceable.

10. Remedies Cumulative
The remedies available to the Cooperative, a Cooperative member, or Vendor under this Contract are in addition to any other remedies that may be available under law or in equity.

11. Signatures
Except as otherwise specifically requir ed in these Terms and Conditions, all no tices, requests, amendments and other written documentation required or authorized under the Cont r a c t m a y b e p ro v id e d e l e c t r o n i c a l ly o r a s a n i m a g e d document, and an electronic or facsimile signature shall be deemed an original.

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12. Right of Setoff
Any indebtedness or obligation owed by Vendor or Vendor’s affiliates to the Cooperative may be appropriated and applied by the Cooperative at any time, and from time to time, on any indebtedness or other obligation owed by the Cooperative to Vendor or Vendor’s affiliates, whether such indebtedness or other obligations are now existing or hereafter arise, and whether under the Contract or otherwise. It is further understoo d and agreed that this right of setoff is in addition to, and not in lieu of, any other right, remedy or recourse which is available to the Cooperative either at law or equity, and that failure to exercise such right of setoff in any instance shall not constitute a waiver of such right.

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APPENDIX I

BUYBOARD TECHNICAL REQUIREMENTS

The following are the BuyBoard Technical Requirements, current as of the date indicated at the bottom of this document.

Technical Requirements and Instructions for Vendor Logo Files

Vendor logo files submitted for inclusion on the BuyBoard website must be provided in one of the following formats:

PNG with transparent background; minimum size: 250 x 250 pixels JPG (JPEG); minimum size: 250 x 250 pixels

Technical Requirements and Instructions for Vendor Product Details

Following Contract award, Awarded Vendors for commodity items will be expected to promptly provide product details for awarded products in an electronic Excel spreadsheet in the format listed below. (A spreadsheet template will be provided to Vendors after Contract award.)

File Name
Format: <VendorName>_<ContractNumber>_<YYYYMMDD>.xlsx (eg. TASB_123-45_20200720.xlsx)

Field Name Required? Description Type Character
Limit
Product Name Required The product name. Should be unique to each product. Do not list a product category. Text 255
Product
Description
Required
Product description as might appear in a catalog.

Can include specifications, annotations, etc.

Do not include:
-Bullet points
-HTML

Text No limit
Manufacturer
Name

Strongly
recommended

Name of product manufacturer (or "brand").

If none available, blanks are acceptable, but this
information is strongly recommended. The more
data you can provide about your product, the
better.

Text 125
Manufacturer
Product Number
Strongly
recommended

Manufacturers product or part number. If none
available, blanks are acceptable, but this
information is strongly recommended. The more
data you can provide about your product, the
better.

Text 50
Vendor Product
Number Required
Your product number or SKU. Can be the same as
Manufacturer Product Number if you do not use a
separate number or SKU (if you are the
manufacturer, or use the same number as the
manufacturer).

Text 50

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UOM Required
Measurement that represents a single unit of this
product relative to price (eg. EA "each", PK "pack",
CS "case", etc). Can be in abbreviated format (ex.

EA) or full word format (ex. Each).

This should not be a numeric value.

Text 10
Vendor Image Url Strongly
recommended
A link to an individual product image. If none exists,
leave blank. Link should begin with https://.

Do not provide:
-A link to the home page of your website
-A link to a product page or another section of your
website

If none available, blanks are ok, but strongly
recommended to have this information. Product
images help sell your product!
Text 1000
List Price Required
Price per unit of product without BuyBoard
discount.Cannot be left blank. DO NOT LIST "Call
for Price" or "Price Varies". Must be a
numeric value.

Numeric (no
currency
symbols or
formatting,
should be
rounded to
2 decimal
places)
N/A
Discount Percent
OR

Discount Price
*You are only
required to provide
either Discount
Percent OR
Discount Price.

You may provide
both if you wish,
but at least one
must be provided.

One or the
other
required*
The percentage discount off of List Price, per the
Contract.

Percentage-
one decimal
place max
N/A
Price per unit of product with BuyBoard discount
applied.

DO NOT LIST "Call for Price" or "Price
Varies". Must be a numeric value.

Numeric (no
currency
symbols or
formatting,
should be
rounded to
2 decimal
places)
N/A
Vendor Page Url Optional
A link to an online catalog listing for this product (if available). This is for future use.

Do not provide:
-A link to the home page of your website
Text 1000
Vendor Thumbnail
Image Url Optional A link to a catalog product thumbnail image (if available). Text 1000

ATTACHMENT B
234
Vendor Category Optional
Your categorization for this product. If this product
is nested within categories, please delimit between
categories. This information is for future use.

Text 1000
UNSPSC Code Optional (https://www.unspsc.org/) if available. Numeric N/A Extended
Attributes Optional
This field is reserved for any additional information
which should be used for search indexing for this
line item. It could include information on options,
colors, sizes, informative notifications, etc.

Text No limit

**Products must be unique. DDuplicate products w ill not be accepted. To make a product unique, it must have one of the following:
1- A unique Vendor Product Number
2- A unique Vendor Product Number + UOM combination
DDESIRED RESULT:

Product A - 1234567 - EA (different vendor product numbers) Product B - 1234568 - EA
-OR-
Product A - 1234567 - EA (same vendor product number, different UOM) Product B - 1234567 - PK

WRONG:

Product A - 1234567 - EA
Product B - 1234567 - EA

ATTACHMENT B
235

APPENDIX II

ADDITIONAL TERMS AND CONDITIONS FOR BUYBOARD SELF-REPORTING

The following additional terms and conditions shall apply to any approved Vendor Request to Self-Report BuyBoard Purchases:

1. BuyBoard Contracts Subject to Self-Reporting. Authorization to self-report shall apply only to a Contract awarded under this Proposal Invitation. To the extent Vendor is awarded on another BuyBoard contract or contracts, separate authorization to self-report for such other contract(s) is required.

2. Monthly Vendor Reports. Vendor shall submit reports of Cooperative member purchases monthly to the Cooperative Administrator (“Monthly Vendor Reports”). All Monthly Vendor Reports shall be provided to BuyBoard at [email protected] no later than the 10th day of the month. The Monthly Vendor Reports shall include a list of all purchase orders completed and invoiced by Vendor during the preceding month for BuyBoard members.

Monthly Vendor Reports shall include an y and all information reas onably required by, and in such format as may be reasonably required by, the BuyBoard Administrator from time to time. At a minimum, Monthly Vendor Reports shall include:

i. BuyBoard member name;
ii. Purchase Order amount;
iii. Purchase Order number;
iv. Date Purchase Order submitted to vendor;
v. Date purchase executed / completed / delivered;
vi. List of any Purchase Orders on prior Monthly Vendor Report(s) subsequently canceled; vii. General description of purchase, including Vendor’s awarded BuyBoard contract number and category or categories under which the purchase was made; and viii. Final purchase amount total (as invoiced to BuyBoard member); ix. Invoice Date.

3. Reconciling Self-Reported Information and Discrepancies. BuyBoard may, in its sole discretion, periodically send information to Cooperative members listing all purchases self-reported by Vendor for the Cooperative member and/or request reports from Cooperative members containing purchase order data. If discrepancies are noted or reported by the Cooperative member as a result of such report or otherwise, Vendor agrees to promptly respond and cooperate with the Cooperative and/or Cooperative members to reconcile and correct any discrepancies.

Vendor further agrees to promptly respond to requests and comply with any reasonable request for information and documentation by the Cooperative or a Cooperative member to assist in such reconciliation.

4. Vendor Accounts. Recognizing that Cooperative members seeking best value may wish to compare pricing from multiple cooperatives when considering individual purchases, the Cooperative expects Vendor to honor any request by a Cooperative member to make a purchase through the Contract and expects that Vendor will not seek to limit or inhibit a Cooperative member from making individual purchases through the purchasing cooperative of its choice, regardless of the Cooperative member establishing an account with Vendor designating BuyBoard as its cooperative.

5. Vendor Obligation Comply with BuyBoard Contract. Nothing in an authorization to self-report shall be deemed to waive any of Vendor’s obligations under the General Terms and Conditions of the Contract, including but not limited to Vendor’s obligations to honor Cooperative member Purchase Orders and pay all service fees on such Purchase Orders.

Nothing shall require Cooperative members to utilize Vendor’s self-reporting option to make purchases under the Contract.

Vendor shall process all Purchase Orders, including any Purchase Orders received directly through the BuyBoard.

6. Amendment. These Additional Terms and Conditions for BuyB oard Self-Reporting are subject to amendment by the Cooperative at any time in its so le discretion. BuyBoard shall provid e written notice to Vendor of any amendment, and the amendment shall be effective thirty (30) days after the date of the written notice.

ATTACHMENT B
236

7. Termination of Self-Report Authorization. The Cooperative may terminate any authorization for Vendor to self-report at any time for any reason, in its sole discretion. Notice of termination, in cluding the effective date of the termination, shall be provided to V e n d o r i n w r i t i n g . I f V e n d o r a t a n y t i m e w i s h e s t o c e a s e s e l f - r e p o r t i n g BuyBoard member purchases, including after receipt of amended self-reporting terms or conditions as provided herein, Vendor shall provide the Cooperative with at least thirty (30) days prior written notice of its request to revoke, listing the effective date of such revocation in the notice. Any termination or revocation of an authorization to self-report shall pertain to Vendor self-reporting only and shall not affect an awarded Vendor’s underlying BuyBoard contract.

8. BuyBoard Contract Terms and Conditions. Self-reporting is subject to the General Terms and Conditions of the Contract. Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the General Terms and Conditions of the Contract.

9. Assignment. An authorization to self-report is specific to Vendor and not subject to assignment. In the event a Vendor’s awarded Contract is subsequently assigned to another vendor where permitted by the Contract, the Contract assignee must submit its own Vendor Request to Self-Report BuyBoard Purchases and receive approval of such request by the BuyBoard Administrator.

ATTACHMENT B
237

ATTACHMENT B
238

ATTACHMENT B
239

ATTACHMENT B
240

ATTACHMENT B
241

ATTACHMENT B
242

AFFIDAVIT OF PUBLICATION

STATE OF TEXAS

COUNTY OF DALLAS
Before me, a Notary Public in and for Dallas County, this day personally appeared Mert Tezkol, advertising Representative for The Dallas Morning News, being duly sworn by oath, states the attached advertisement of
TEXAS ASSN OF SCHOOL BOARDS AD# 1854165
was published in The Dallas Morning News

DATE PUBLISHED
July 26, 2023
August 2, 2023
Mert Tezkol
August 2, 2023
(Notary Public)

ATTACHMENT B
243

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City Council and Concurrent AuthoritiesFebruary 18, 2025

City Council and Concurrent Authorities
February 18, 2025