PURCHASE - Texas Department of Transportation

Texas Department

of Transportation

PURCHASE ORDER

Page: 1 of 3

P.O. No: 601330000027103 Solicitation Number 0000010417 P.O. Date: 01/12/2017

Open Market Purchase

To: ProservCrane Group 2020 E. Grauwyler Rd. N n g TX 75061 United States

Agency To Invoice: 60133_East Branch [email protected] RCE ACCOUNTS PAYABLE P O B O X 1386 HOUSTON TX 77251-1386 United States

VENDOR ID: 1760236514-600 BUYER: Scasta. Matthew

Line Item

Item Description

Quantity Unit Unit Cost

Extended Cost

SHIP TO THE FOLLOWING LOCATION UNLESS OTHERWISE NOTED: FLEET OPERATIONS HOUSTON 12015 SH 6 Sugar Land TX 77478 United States

56039270000 CRANES, OVERHEAD TYPE, 5 TON CAPACITY Promise Date: Mar 15. 2016

5-Ton "SET" Single Girder Electric top running Overhead Crane to include Installation

The following comments apply to the entire Order.

This purchase order is for the purchase and installation of 5-Ton overhead crane for the Texas Department of Transportation (TxDOT) Fleet Operations Division (FOD) Sugarland, TX equipment shop.

Purchase and installation shall be performed in accordance with the documents noted below. In the event of any conflict, terms contained in the documents shall prevail in the order listed below:

*Purchase Order 601330000027103

*Statement of Work Dated October 2016

'Vendor's Original Response

*TxD0T Terms and Conditions, Revised September 2016

*Payment shall be in accordance with Part 4.04, paras. (a) of the TxDOT Terms and Conditions.

1.00 EA $64,820.00 $64,820.00

^ 7 7 ; ^ C a r o l y n B r o o k s

Purchasing Coordinator

Issuing Employee Signature Issuing Employee Title

Faz/un; fo Oe//ver /f (he confmcfor (o deffwer (hese supp//es by (/?e pfomsed de/Zvc/y dafe or a reasonaWe (/me f/wfeaAef; kvAhouf g/vmg acc^)(aWe reasons /br de/^y, or/f supp//es are rggfecfed fbr Wure (o meef spec/Acaffons, f f * Sfafe reserves (fw r^gfff /e purchase sped^kd supp//es e/sewf?ere, and cfwge (f?e /ncnMse /n pnce andcosf of/)an(#/ng, any; fo (fw con(racfior. AAo subsOAvOdns orcance//a(k)nspermAfed w'7(fK)u(pnb^ of (f?e Sfafe.

Texas Department

of Transportation

PURCHASE ORDER

Page: 2 of 3






Line Item

Item Description


Extended Cost

*Payment: payment will be made in accordance with the Texas Prompt Payment Act, TGC, Subtitle F, Chapter 2251. Vendor shall submit one copy of a correct itemized invoice showing the purchase order number, payee ID, remit to address, and phone number on invoice. Vendors may submit an electronic invoice. All electronic invoices shall be sent to the email address noted on the PO. All invoices received will be filed for future reference and you will receive a receipt confirmation email. To avoid the confusion of duplicate invoices, please do not send other copies of this invoice via regular mail, fax or other means. On emails for electronic invoices, include the company name (as it appears on the invoice) and the PO number in the subject line to assist in identifying and processing your invoices in a timely manner.

TxDOT will not incur any penalty for late payment if payment is made in 30 days or less from receipt of goods or services and a correct invoice, whichever is later. Note: warrants will not be issued to a vendor without a current Texas identification number.

*NOTE TO VENDORS PARTICIPATING IN THE EPP: Send invoices to [email protected] if vendor is participating in the Early Payment Program (EPP), not the address on page 1 of the purchase order. If you are not a participant, but would like to enroll, please send an email to [email protected] or call a Program Specialist at 866-515-3860 #4.

Insurance shall be in accordance with Part 5 of the TxDOT Terms and Conditions

Insurance Required: *Worker's Compensation *Commercial General Liability 'Business Automobile Policy '(Commercial Automobile Policy)

Form 1950, Certificate of Insurance for Services

Per part 5, Para. 5.01 of the TxDOT Terms and Conditions, the vendor shall provide the required TxDOT insurance form upon notice of award. Vendor shall not perform services under the purchase order until this form is received by TxDOT.

Vendor Point of Contact: Name: Paul Kurtz Telephone: 281-923-8209

Texas Department

of Transportation

PURCHASE ORDER

Page: 3 of 3






Line Item

Item Description


Extended Cost

Email Address: [email protected]

TxDOT Purchasing Contact: Name: Matthew Scasta, CTPM, CTCM Telephone: 512-416-3036 Email Address: [email protected]

TxDOT Point of Contacts for Service: Name: James Kridner Telephone: 713-802-5532 Email Address: [email protected]

Name: Mike Stollings Telephone: 713-802-5281 Email Address: [email protected]

Total PO Amount $64,820.00

Texas Department

of Transportation

Statement of Work

DATED: OCTOBER 2016

5-TON OVERHEAD CRANE INCLUDING INSTALLATION

Revised 10/16 1-13

1. SCOPE

This solicitation is to provide and install a 5-ton overhead crane to include installation atthe address noted on the solicitation.

2. DEFINITIONS OF TERMS AND ACRONYMS

2.1 . ANSI - American National Standards Institute

2.2. ASME - American Society of Mechanical Engineers

2.3. AWS - American Welding Society

2.4. CFR - Code of Federal Regulations

2.5. NFPA - National Fire Protection Association

2.6. PM - Project Manager

2.7. POC - Point of contact

2.8. TXDOT - Texas Department of Transportation

2.9. TDLR - Texas Department of Licensing and Regulation

3. APPLICABLE LAWS AND STANDARDS

The vendor shall provide the specified service requirements in accordance with all applicable federal, state, and local laws, standards and regulations necessaryto perform the services, including, but not limited to:

3 .1 . American Institute of Steel Construction, The Manual of Steel Construction, latest edition

3.2. ANSI B15.1 - 1972 Safety Standard for Mechanical Power Transmission Apparatus

3.3. ASME B30.2 - 1996 Overhead and Gantry Cranes

3.4. ASME B30.10 - 1993 Hooks

3.5. ASME B30.19 - 1993 Cableways

3.6. ASME HST-IM - 1995 Performance Standards for Electric Chain Hoists

3.7. ASME HST-4M - 1996 Perfonnance Standards for Overhead Electric Wire Rope Hoists

3.8. ASME NOG-1 - 1989 Rules for Construction of Overhead and Gantry Cranes

3.9. ASME NUM-1 - 1996 Rules for Construction of Cranes, Monorails, and Hoists

3.10. AWS D1.1 - 1998 Stmctural Welding Code - Steel

3.11. AWS D14.1 - 1991 Specifications for Welding Industrial and Mill Cranes

Revised 10/16 2 -13

3.12.

3.13.

3.14.

3.15.

29 CFR 1910, Subpart N, OSHA General Industry Standards, Materials Handling and Storage Subpart

29 CFR 1926, Subpart H, OSHA Construction Standards, Disposal Subpart

laterials Handling. Storage, Use, and

29 CFR 1926. Subpart N, OSHA Construction Standards, Cranes, Derricks, Hoists, Elevators, and Conveyors Subpart

Crane Manufacturer's Association of America - Specifications for Electric Overhead Traveling Cranes - CMAA Specification Number 70

4. RESPONDENT QUALIFICATIONS

The respondent shall:

4 .1 . Be a company engaged in the business of providing overhead cranes and installation for a minimum of five years within the last seven years. Recent start-up businesses do not meet the requirements ofthis solicitation.

NOTE: A start-up business is defined as a new company that has no previous operational history or expertise in the relevant business and is not affiliated with a company that has that history or expertise. Two companies are affiliated if the two companies have a common parent company or if one is the parent or subsidiary of the other.

4.2. Be in good financial standing and current in payment of all taxes and fees such as state franchise fees. TxDOT reserves the right to request a copy of the respondent's audited or un-audited financial statement

TxDOT may request a statement from the president, owner, or financial officer on company letterhead certifying that the company is in good financial standing and current in payment of all taxes and fees. When financial statements are requested, TxDOT will review the respondent's audited or un-audited financial statement in accordance with Texas Govemment Code, Title 10, Subtitle D, Section 2156.007 to evaluate the sufficiency ofthe respondent's financial resources and ability to perform the contract or provide the service required in the solicitation. TxDOT will be the solejudge in determining the sufficiency ofthe respondent's financial resources and ability to provide the service. Factors to be reviewed include:

4.2.1. Balance sheets

4.2.2. Net working capital

4.2.3. Current asset ratio

4.2.4. Liquidity ratio

4.2.5. Auditor(s) notes

4.2.6. Any notes to the financial statements

Revised 10/16 3 -13

5 l^5SPOI^05I^TI^5F5l^5l^05S

The respondent should submitaminimum of three ref^^ experience requirements for similar services completed forfive years within the iast seven years [references shall iilustrate respondentsabilityto provide the services outlined in the specification references shall include name,point of contact, telephone number,and dates services were performed The response may be disqualified IfTxOOT is unableto verify qualification and experience requirements from the respondentsreferences The response may be disqualified ifTxDOTreceives neg^t^veiêsponses TxDOT wiii be the solejudge of references îêf [respondent references'

^

^

8

[^58POIÔ5I^TP5[^8OIÎ^5L^0AOFIOATiOI^8

The respondent shall provide the following respondent

PM: The PIVl sh^li haveaminimum of three years experience within the last seven years in project management for similar servioes

6 2 Master îeotriî^n: Am^stereie^trioi^n iicensed hyTOi^^withaminimum of three years of commercial electrical experience within the iast five years

6 8 Installer: Team members withaminimum of five years of experience within the last five years in the services referenced in Para 9

6 4 All personnel shall:

6 4 1 Possessavalid Driver License acceptahle in the state ofTexas

6 4 2 Have no Driving Onder Influence ^DUI or Driving While Intoxicated ^DWI incidents on driving record within the past three years

6 4 8 Have no more than two moving violations on driving record within the past three years

V5I^DDRI^5QUI[^5M5i^T8

Thevendorshall:

T B AdheretotheTxDOTTermsand Oonditions identified on the solicitation

7 2 Provide all lahor^materials,and equipment necessary to meet requirements of the specified services throughout the term of the purchase order

7 8 Provideaprimary point of cont^^t

l^58POi^D5I^TP5l^8Oi^l^5L[^5Q0l[^5M5I^T8

8 1 The PM s primary responsibility shall he the day to day operation of the service in accordance with the requirements ofthe purchase order

8 2 The PM shall beapermanent staff employee and shaii serve as the primary point of contact for TxDOT

8 8 The responsible master electrician shall be responsibie for all electrical work performed under the Master ^leotricaiiîcense

revised 10 /164 18

8 4 All personnel shall:

8 4 1 Wearaolearlyvlslhle Identifying name badge with the oompany logo with the personnel s name and oompany name or logo cieariy marked on the uniform

8 4 2 Present and malntalnaneat appearance at all times when onTxOOTproperty

8 4 8 Communicate In English, hoth orally and In writing, and receive, give, and understand written and verbal Instructions and procedures

8 4 4 l^ot be excessively loud or use personal multi media devices while performing services forTxDOTunless furnished by the vendorto facilitate communication with TxOOTor the vendor

8 4 5 Have the knowledge to develop and Implement the service requirements In this

solicitation

9 85RVI05R5QUIR5M5I^T8

Thevendorshall:

9 1 Begin work within 10 calendar days ofthe aw^rd ofthe purchase order or on the agreed upon d^te betweenTxDOTand the vendor

9 2 Obtain written approval from the designatedTxDOTrepresentative for all workand material required to correct any problemsdiagnosed bythe vendor,prlor to work being performed

9 8 Remove from the bulldlngand dispose ofall defective materials removed In the performance of the service and In strict accordance with all applicable rules, regulations, codes, laws, ordinances, and statutes

9 4 Provldea5tonoverheadcraneasdetalled In Attachments Overhead Orane

9 5 ll^8TALLATIOI^II^8TR0OTIOI^8:

Vendorshall:

9 5 1 Install the crane In accordance with the solicitation documents, manufacturer s Instructions, and approved shopdrawlngs

9 5 2 Installafactory assembled crane,andanoload running test of controls and drive machinery performed to ensure proper operation The crane shall be disassembled only as necessaryfor shipment

9 5 8 Repair by spray or brush painting, after preparingthe surface, ali scratches or defects in the crane or installation Oniy identical paintfurnished bythe equipment manufacturershallbeused

9 5 4 Provide ail materials,labor,equipment, and services necessaryto provide fully functioningand tested crane electrical system, compiete with pendant and radio control

revised 10 /165 18

9 5 5 Be responsible for all modifications required to ins^^ TxOOTrepresentative

9 5 6 Ose safety precautions to ensureTxOOTemployees^nd tbe general public are protected from tbe work area witb caution tape, barricades, and otiier safety requirements

9 5 7 Clean all areas ofscrap materials, dirt, dustand debris generated in performance of tbe installation at tbe time of install and leave workarea clean and free of materials, debris,and vendor equipment to tbe satisfaction of tbe designatedTxDOT representative

9 5 8 Electrical Power:

9 5 8 1 lnvertedV8ar,fuliy insulated and supported on insulators and brackets, be 08HA and disapproved All conductors sball be individually enclosed witb spring ioaded collector sboes running on tbe underside All wire attacbments to tbe collectors sball be fully insulated, protected from barm, and secureiy attached

Example: ElectrobarorTxOOTapproved equai

9 5 8 2 All eiectrical wiring sball be in accordance witb tbe latest requirements of tbe l^ational Electric Oode ^PPA 70

9 5 8 8 Electrical motorconnectionsto be liquid tigbtfiexibiemetaisteei conduit witb ground wire pulled witbin and bushings

9 5 9 ElectricalTesting:

9 5 9 1 TestHoist,Trolley,and8ridgeVF0^sunderfull load and no load conditions

9 5 9 2 Verify operation of ali Pendant and Radio controls Verify that they operate independently of each other and that they do not interfere with each other

9 5 9 8 Verify that Pendant and Radio controls both work from the floor levei

9 5 9 4 Verify operation of all limit switches Verify operation of Bypass controls for limit switches

9 5 9 5 Verify that electrical maintenance of all control enclosures can be performed from the maintenance platform

9 5 1 0 Painting:

9 5 1 0 1 Ail materiai shaii be cleaned of loose rust, mill scale, and foreign matter

9 5 1 0 2 The crane bridge, hoist, trolleys, runways, and suspension fittings shall be painted on shop coat of primer and two finish coats of manufacturer s standard enamel finish paint

Pevised 10 /186 18

9 5 1 0 8 Equipment must be coated to protect against damage and ru^^ si^ipment

9 5 1 1 Orane Major Components System: Be marked by manufacturer so as to assure promptand properfieid identification

9 5 1 2 i^rotection of Equipment:

9 5 1 2 1 O^re sbaii be exercised during construction to avoid damage or disfigurement of any kind Aii equipment sbaii be protected from dust and moisture priorto and during construction

9 5 1 2 2 Wbere required ordirected,construct temporary protection for equipment and instaiiationstoprotectfromdustand debris caused by instaiiation

9 5 1 2 8 Aii protection sbaii be substantiaiiy constructed witb tbe use of ciean canvas, beavypiasticvisqueen, and piywood as required and made tigbt and dust proof as directed

9 5 1 8 Testing:

9 5 1 8 1 Toprovide aii iabor and equipment necessary to performa comprehensive 80oept8noe test of tbe or^ne prior to tbe fin^i testing witnessed byownerand defined beiow:

9 5 1 8 1 1 0 o m p i e t e tbe testing forms submitted and approved in tbe submittals

9 5 1 8 1 2 8ubmit to tbe TxiDOTrepresentative copies of aii test resuits, certified in writing, witnessed,signed,and dated,witbin24bours of completion of instaiiation

9518180ontaottbeTxOOTrepresentat ive to scbeduie tbe certification of tbe performance of tbe crane at ieast two weeks prior to certifyingtbe performance oftbe crane

9 5 1 8 1 4 8 e certified in accordance witb A l ^ 8 l 8 8 0 2 0 ^ 1 9 7 6 a n d 08HA Title 29, Chapter 17,Part 1910

9 5 1 4 Safety: The crane certification testing shaii be performed in accordance with the accepted Safety Pian forthis project

9 5 1 5 Crane Inspection: Priorto loadtesting,tbefollowingsball be inspected to verifythat tbey are operative and in like new condition:

9 5 1 5 1 Hoisting motors and brakes

9 5 15 2 Troiieytravel and brakes

9 5 1 5 8 Bridge travel and brakes

9 5 1 5 4 Hoist limit switch

9 5 15 5 Steel hoisting ropes and book

Pevised 10 /167 18

9.5.16. Holding Brake Load Test:

9.5.16.1. Select a location for the load tests where a falling test load will not cause any damage i f the brakes do not hold. The location shall also be convenient to make measurements of crane hook movements.

9.5.16.2. If there is only one holding brake, the test load shall be 125 percent of the rated capacity of the hoist If there are two holding brakes, the test load shall be 100 percent ofthe rated capacity of the hoist Each holding brake shall be test loaded independently.

9.5.16.3. The crane will not be accepted until all tests described in this section have been performed to the satisfaction of the TxDOT representative. Any tests that cannot be performed due to circumstances beyond the control ofthe respondent shall be exempt from the system acceptance requirements if stated as such in writing by the TxDOT representative. Such tests shall be performed as part of the crane warranty.

9.5.16.4. Any unsatisfactory condition revealed by these test results, or unsatisfactory methods of tests and or testing apparatus and instruments, shall be corrected by the respondent to the satisfaction of the TxDOT representative.

9.5.17. Electrical Testing:

9.5.17.1. Verify operation of all Pendant and Radio controls. Verily that they operate independently of each other and that they do not interfere with each other.

9.5.17.2. Verify that Pendant and Radio controls both work from the pit area floor.

9.5.17.3. Verify operation of all limit switches. Verify operation of Bypass controls for limit switches.

9.5.18. Training:

9.5.18.1.

9.5.18.2.

Shall provide a minimum of 8 hours oftraining developed specifically for the operation and preventative maintenance ofthe overhead crane for a maximum of 10 TxDOT employees.

The training sessions shall be given at TxDOT location on a mutually-agreed upon schedule.

9.6. WARRANTY REQUIREIVIENTS:

9.6.1. PERFORMANCE WARRANTY: Work performed under the purchase order shall meet all applicable standards and codes. The vendor shall guarantee all work included in the purchase order against any defects in workmanship; and shall satisfactorily correct, at no cost to TxDOT, any such defect that may become apparent within a period of one year after completion of work. The warranty period shall commence upon date of acceptance by TxDOT.

Revised 10/16 8 -13

9 6 2 Crane shall be warranted agamst matenal defects and de^^ workmanship foraperlod of nat less than 12 months and sball cover 100 percent parts and labor The warranty period sball commence upon date of acceptance by TxOOT If tbe manufacturersstandard warranty period exceeds 12 months,then the standard warranty period shall be In effect The vendor shall be ultimately responsible for tbe w^rr^nty Thevendorshall provide tbe design^tedTxOOT representative with all manufacturers warranty documents upon completion of installation priorto leaving tbe job site

10 V5N00R05OV5RABL5S

The vendor sball submit:

1 0 1 PR0J50T 80H500i^5:Adetaiied project schedule and work plan for all projecttasks The PM sball monitor and update tbe project schedule and work plan, revising as appropriate, witb approvalfromTxDOT Tbe plan sball be accessible via Microsoft Project 2000^ The plan sball inciude, but not be limited to, tbe following:

1 0 1 1 An Implementation Schedule

1 0 1 2 Aiogicalsequenceoftasksanddeliverablesincluded in eacb project period

1 0 1 8 Acleardefinition of eacb task and deiiverabie

1 0 1 4 Staff requirements for eacb taskand deiiverabie

1 0 1 5 Aspecifictargetcompietion d^te for eacb taskand deiiverabie

10 2 Submittals sball include but not limited to:

10 2 1 Shop Drawings and Oalculations: Submitall drawings required fortbe construction of the crane system wbicb are in addition to the provided drawings Shopdrawlngs sball be to scale and fully dimensioned and sball provide sufficient detail to clearly indicate tbe arrangement of equipment and its components Thedrawings shall show plan, elevation, and sectional views along with aii otber pertinent data Submit structural calculations fortbe bridge Shopdrawingsand calculations sbaii be signed byaTexasi^icensed Professional Engineer

10 2 2 The contract drawings shall be submitted witb tbe respondents markings wbicb record tbe installed conditions from whicbTxDOT will produce tbe ^^asbuilts^^ Show actual iocations of all system components and affected equipment

10 2 8 Inciudeoperationandmaintenancedocumentationforall equipmentand devices, inciuding tbe bridge,trolley,hoist, power and control circuit conductors,safety and control mechanisms, and all other parts and services as defined in tbis specification

1 0 2 4 Documentationshali include manufacturer's modei number,frequency of inspection, recommended cleaning methods and materials, testing methods, and calibration tolerances

1 0 2 5 In tbe event such manuals are not obtainable from tbe manufacturer,it shall be tbe responsibility of tbe subcontractortocompileand include them Advertising brochures sbaii not be used in iieu oftbe required technical manuals

Povisod 10 /160 18

10 2 6 Tbe maintenance and operating manuals shall mclude ke^ pictures for ease ot parts ordenng, catalog cut pages, part numbers, and sub assembly details

1 0 2 7 Include copies ofall testingtorms completed for tbis project

1 0 2 8 Include tbe Bill of IVIaterials,iVianufaoturers8rocbures and Oatalog Outs,8bop Drawings, Erection Drawings, Wiring Diagrams, Schematics, and an Equipment i^yout

1 0 2 9 Suhmitforapproval all electrical controls,micro switches,wiringdiagrams, schematics, control panels, identification labels, disconnect switches, wire, limit switches, enclosures, contactors, circuit breakers, pendants and buttons, radio control enclosure,master r8diotransmitter/receiver,band held transmitter,radio selector switch, collectors and shoes, motors, electric brakes, variable frequency drives ^VED , factory and field default settings for eacb VED, and alarm devices

10 2 1 0 Show iocation and elevation of all electrical controls and panels wbicb sball be placed so that tbey are available for servicing wben tbe crane is docked at tbe maintenance platform

11 VENDOR PEREORMANOE

Vendor performance will be monitored onaregularbasis by TxDOT

11 1 An unsatisfactory performance determination includes, but is not limited to:

1 1 1 1 Oneservice callback to correctthe same problem witbin 80 calendar days

1 1 1 2 One instance witbin one year of vendor personnel assigned to unauthorised service call not having the state license and certification required to diagnose tbe problem and perform tbe repair

1 1 1 8 Two instances witbin one year of response time, as defined in tbis specification, to an authorised service call exceedingtbetwo bour limit

NOTE: Unsatisfactory performance may, or will,result inanegative vendor perl^ormance report or cancellation of tbe purcbase order,or both

1 1 2 An exceptional performance determination includes, but is not limited to:

1 1 2 1 Deliverables made early uponTxDOTmember request

1 1 2 2 Product upgrade substitution suggested and accepted at no additional costtoTxDOT

1 1 2 8 Vendor commended for exceptional customer service, exceptional service provided

1 1 2 4 Provided technical training wben not required

12 8UILDIN0 RESTRICTIONS

1 2 1 PARKING: Thevendorshall make arrangements witb tbe designatedTxDOTrepresentative priorto offloading tools and equipment at tbe job site The vendor sball park only in spaces assigned by tbe designatedTxDOTrepresentative

PovisodlO/16 10 18

12 2 Restrooms sb^ll not be used for washing of tools and equipme^^

12 8 SECORiTY: Ti e vendor siâii provide an updated iist of aii vendor personnei or subcontractors at eacb job site and compiy witb aii security measures required by TxiDOT

1 2 4 Tbevendorsbaii make prior arrangements witb tbe designatedTxDOTrepresentative foraccesstotbebuiiding^s^for performance oftbe service

18 R5R8ONN5LOOi^TIN0ITYAi^DR5RLAO5iVi5NT

1 8 1 TxDOTrecogniês events beyond tbe controi of tbe vendor sucb as tbe death,physical or mental inc^pacity,longterm illness,orthe voluntarytermination of employment of the RM and any respondent personnel,etc will require the vendor proposeareplacement in tbe event suchareplacement is necessary,vendor agrees tbat personnel sball not begin work on tbe project witbout prior written approval fromTxDOT

18 2 Tbe RiVi and any respondent personnel, etc shall remain available for tbe entire term of tbe purcbase order as long as tbat individuai is employed bythe vendor

1 8 8 IfTxDOTdetermines the RM or respondent personnel,etc is unable to peri orm in accordance with the service requirements or to communicate effectively: the vendor sbaii immediately remove that person

18 4 Proposed replacement personnei sball meet minimum qualifications and bave experience comparable to tbe person^s^being replaced Replacement personnel sball be provided at no additional cost toTxDOT Resume^sândreference^s^maybe requested fortbe proposed replacement's^ TxDOTmay reject any replacement if references or past working performance is questionable orunfavorable TxDOTwill be the solejudge of tbe qualifications of the proposed replacement personnel

14 VENDOR R5R80NN5L8AP5TY

The vendor sball provide all required safety equipmentand instruct personnei to observeall safety policies, rules, and requirements atall times, including, but not limited to: wearing bard hats ^wben applicable^,gloves,safety sboes,eyewear,etc

15 WORKHO0R8

1 5 1 Regular work bours for performance of tbe service are defined in theTxDOTTerms and Oonditions identified on tbe solicitation

1 5 2 Work hours may be flexible,based on installation requirements andTxDOTrequirements Workbourswill be determined by designatedTxDOTrepresentative Work that conflicts witb TxDOTs continuous use ofthe facilitysball be performed after normal work hours Vendor sball notify tbe designatedTxDOTrepresentative in writing 72 bours in advance wben flexible work bours are required

16. TRAVEL

All travel and per diem shall be included in the unit price.

Revised 10/16 11-13

17

T b e v e n d o r , V e n d O B S p e r S O n n e l , a n d v e n d O B S S U b O O n t r 8 C t O r ^ ^ ^

any interest during the term of the purcbase order that wou^^ performance of the vendorsohiigations in regards to services authorised

18 ii^VOiCiiÔii^8TR0OTiON8

The vendor shaii provide:

1 8 1 ORiOiiÂLii^VOiC^: Acomprehensive and detaiied invoice with reference to the iine item on the purohase order for each item charged The originai invoice shaiibeemaiied to theemai i address indicated on tbe purcbase order to ensure timeiy payment and sbaii inciude tbe foiiowing:

1 8 1 1 Compiete purcbase order number

1 8 1 2 Vendor Federai Empioyer identification iûmberÊiN^

1 8 1 8 Totai price for crane purcbase and instaiiation

NOTE: invoices requiring correction sbaii be resubmitted withanew invoice date

19 PAYiViEi^TR5Q0iREiVIEi^T8

Payment wiii be based on tbe operational testing, training, and completion to TxOOT satisfaction

20 TxOOTRE8POi^8l8IOTIE8

TxOOTwill:

2 0 1 Provideaoontract manager as tbe point of contact

2 0 2 Provideapoint of contact

20 8 Provide required forms to file accident reports

2 1 RE8PON8E808iVII88IOi^

2 1 1 The following sball be submitted witb the response Faiiure bythe respondentto suhmitthe documentation iisted belowwill disqualifythe respondent from further consideration:

2 1 1 1 Original, signed, d8ted,^nd completed Invitation For 8id^lF8^

2 1 1 2 Scbeduiel Respondent Qualifications and experience

2 1 1 8 8chedule2^Respondent Personnei Qualifications and Experience

2 1 1 4 Oopies of Oertifications, Permits, Licenses

2 1 1 5 8ubmittalsasspecifiedinpara 1 0 2

2 1 2 Tbe following sbouid be submitted witb tbe response Faiiure bythe respondentto suhmitthe documentation listed below maydisquaiifytbe respondentfrom further consideration

PovisodlO/16 12 18

2 1 2 1 Respondent Refereooes

22 AWARD

TxDDTreseiêstbe nght to awardasingle purohase orderto tbe most respondent meeting tiê specification

28 R08T AWARD iVi55TiNO

Vendor^s^ may be requested to attendapost award meeting in Sugariand,Texas witi^TxDDTwitiîn five caiendar days aftertbe award ottbe purcbase order Tbe purpose oftbe meeting isto discuss tbe terms and conditions oftbe purcbase order and to provide additionai information regardingthe purchaseorder Vendor^sândTxDDTsbaii identify specific goais, strategies,and activities planned for meeting p^rtioui^r program area objectives

24 CONTRACT ADMINISTRATION

Administration oftbe purcbase order is tbe responsibility ofTxDOT TxDOT Rroourement Division st^ff will be responsible for administering the contractual business relationship witb the vendor

2 4 1 Any proposed changes to work to be performed,whether initiated by TxDOTorthe vendor, must receive final written approval in the form ofapurchase order change notice signed by tbe authorizedTxDOTpurchasing agent

2 4 2 Opon issuance of purcbase order,TxDOT wili designate an individual to serve as tbe Contract iV^^n^ger and point of contact betweenTxDOTand tbe vendor The Contract Manager does not haveany express or implied autbority to varythe terms of tbe purcbase order,amend tbe purcbase order in any way, or waive strict performance of tbe terms or conditions of tbe purchaseorder This individuals contract management and contract administration responsibilities inciude, butare not limited to:

2 4 2 1 Monitoringtbevendorsprogressand performanceand ensuring services conform to established specification requirements

24 2 2 Managing tbe financial aspects of tbe contract including approval of payments

24 2 8 Meeting witb tbe vendor as needed to review progress, disouss problems, and consider necessary action

2 4 2 4 identifyingabreach of contract by assessing tbe difference between contract performanceand non performance

24 2 5 Otber areas as identified by tbe Comptroller of Rublic Accounts Oontraot M8n^gementOoide,i^test edition

RovisodlO/16 18 18

ATTACHIVIENT A - OVERHEAD CRANE

Provide a 5-ton overliead crane meeting the following requirements:

Examples: ProservCrane Group KoneCranes, USA or TxDOT approved equal

1. An impact allowance shall be included in design calculations for carriers (trolleys) and cranes. The impact shall be 0.5 percent of the rated load for each foot per minute of hoisting speed with a minimum allowance of 15 percent and a maximum of 50 percent Crane shall be able to operate without risk or damage in high humidity environment undercover.

BRIDGE GIRDERS

2.1 . The center-to-center dimension of the runway rails shall be approximately 2 1 feet; 4 inches. This dimension shall be field verified bythe Contractor priorto manufacturing.

2.2. Bridge girders shall be constructed of A-36 structural steel beams reinforced as necessary or fabricated plate box sections.

2.3. The bridge girders track end stops shall be capable of withstanding the impact of a fully loaded trolley or carrier traveling at 50 percent of the full load speed.

3. TROLLEYS

3.1. Wheel axles shall be precision machined from high strength steel.

3.2. Wheel bearings shall be double row precision ball or taper roller bearings, lubricated and sealed at assembly, and fitted with external grease fittings. Bearings must have minimum B-10 life of 5,000 hours.

CRANE DRIVE: The crane speed shall be controlled through a variable frequency drive from 2 to 80 feet per minute.

HOIST CARRIER

5.1. The hoist carrier shall be comprised of two end trucks, structural framing, carrier drive, and electrical controls.

5.2. The carrier speed shall be controlled through a variable frequency drive from 2 to 40 feet per minute.

1-5


6. HOIST

6.1. The hoist and appurtenances shall be designed to withstand all stresses imposed under safe operating conditions while handling loads within the rated capacity. Load bearing parts shall be designed such that the static stress, calculated for rated load, shall not exceed 20 percent ofthe ultimate strength ofthe material.

6.2. All bearings shall be heavy duty, anti-friction type with a minimum BIO life of 5,000 hours. Motor bearings shall be lifetime lubricated, sealed ball bearings.

6.3. All gearing shall be forged heat treated alloy steel machined for smooth quiet operation. All gearing must meet American Gear Manufacturers Association quality specifications. No cast gears shall be permitted.

6.4. Bottom block shall be completely shrouded for safety and lubricated from steel. Sheaths must be forged or rolled steel, running on anti-friction bearings. Hooks are to be forged steel supported by anti-friction thrust bearings and permit 360 degree rotation. A latch shall be provided to bridge the opening ofthe hook forthe purpose of retaining slings, chains, etc., under slack conditions.

6.5. Motors shall be totally enclosed, specifically designed for hoist sen/ice capable of starting and operating under any condition within the designed capacity and provided with thermal overload protection.

6.6. The hoist shall incorporate an upper plugging type limit switch automatically stopping the hoist motion when the block reaches its highest position. Excessive hook drift shall cause the block to be momentarily reversed.

6.7. Electric hoist controls shall comply with National Electric Code, requirements for the application being considered and shall include control circuit breakers and contactors mechanically and electrically interlocked.

6.8. The hoist speed shall be controlled through a variable frequency drive from 2 to 20 feet per minute.

HEIGHT DIMENSIONS: The top ofthe existing crane rail support is 17 feet, 8 inches above the finished floor (Ref. Attachment B - TxDOT Equipment Shop Drawings).

MOTORS: All variable speed motors shall be squirrel cage lype, totally enclosed. Motor shall be provided with lifetime lubricated anti-friction k)earings, unless otherwise specified.

2 - 5


ELECTRICAL: Provide all materials, labor, equipment and service necessaryto provide a fully functioning and tested crane electrical system, complete with pendant and radio control.

10. Codes

10.1. The electrical equipment shall meet NEMA Classification requirements for crane construction except where higher grade devices are specified and all requirements.

10.2. The design and installation shall conform to the requirements of National Electric Code NFPA 70.

10.3. AC Controls: The AC controls shall be provided with an under voltage device which will disconnect all motors from the line on failure of power or brownout and will not permit any motor to be restarted until a reset switch or push-button is operated.

10.4. All magnetic contactors shall be fully rated for their horsepower load and sized for continuous duty.

10.5. All crane components to be designed for a 208V, 3 phase, 4-wire system. The control voltage shall be 120VAC from a control power transformer with protective circuit breakers.

10.6. Match existing color code.

10.7. Bridge and runway conductors shall be Duct-O-Bar, lnsul-8 or equal

10.8. All control wiring shall be 120 VAC, #14 minimum size, MTW or better in conduit or within panels.

10.9. All wiring to be color coded and all terminal strips and wires to be identified with markings consistent with the drawings.

10.10. All wiring between enclosures shall terminate on field wiring terminal strips at both ends, except where not practical at small field devices. Field terminal strips arent required for circuit breakers and large power contactors. Splicing of wires to make connections is forbidden and not acceptable.

10.11. Limit switches shall be installed at both ends of travel on the trolley and the bridge to prevent the trolley or the bridge from striking the bumpers or existing crane. Location of limit switches to be adjustable. Use Heavy Duty limit switches.

10.12. All enclosures shall be NEMA type 3R, with removable hinged doors with neoprene gaskets, shall be in full compliance with the National Electric Code for size, k)e readily accessible and doors shall be fully openable to 90 degrees.

10.13. A lockable crane disconnect switch shall be provided at floor level and shall be the Point of Connection for connection to the existing power system. Disconnect switch shall be horsepower and heavy duty rated in NEMA 3R enclosure.

10.14. A heavy duty, horsepower rated, fused, disconnect switch shall be provided on the crane at the closest entry point to the crane from a maintenance platform that will shut

3 - 5

ATTACHMENTA - OVERHEAD CRANE

off all power to the crane in NEMA 3R enclosure.

10.15. Brakes: Bridge and trolley shall have electrically operated fail safe magnetic disc type brakes for operation from a dedicated circuit breaker. Brakes shall be sized for the full load torque of the motor plus a safety factor. Provide bridge and trolley brake sizing calculations.

10.16. Pendant

10.16.1. All crane motions shall be controlled independently by a pendant push-button station and by a radio remote control, only one of which may have control at any one time as selected by a master switch.

10.16.2. Pendant push-button station to include a power on light twist on and push off switch; three step reversing buttons for infinitely variable bridge, trolley, and hoist VFD control; maintained pressure pendant raise and lower buttons, and a maintained pressure bypass button.

10.16.3. The pendantshall have complete control of all crane functions including turning power on and off, pendant up/down control, and bypass of trolley and bridge runway limit switches.

10.16.4. Pendantshall be of such a length that it may be extended to the same level as the hook.

10.16.5. The pendant cable shall contain eight spa re conductors and be extra flexible.

10.16.6. The pendantshall be a Telemotive SBP-12-WBTX or TxDOT approved equal.

10.17. Radio Control

10.17.1. Use isolated relay contacts for the outputs of the radio control which shall be compatible with the VFD inputs. Triac or solid state type contacts are not acceptable.

10.17.2. Provide a Master switch to select between radio and pendant control. The master switch contacts are to isolate all radio control input and outputs and all pendant controls from each other, and must be easily accessible from the main maintenance entry point onto the crane

10.17.3. The radio remote control shall use rechargeable Ni-Cad batteries. A spa re battery with battery charger shall be provided.

10.17.4. Radio control to be a pendant type and have the following buttons; key operated power on and off switch, power on/battery monitor light three step reversing bridge, trolley, and hoist buttons for infinitely variable VFD control; pendant raise and lower buttons; bell button, and bypass button.

10.17.5. Provide a "Bypass" switch in the pendant and the radio controls to allow over riding the bridge and trolley limit switches so that docking as close as possible to a maintenance platform is possible. In "Bypass" the speeds of the trolley and bridge must be limited to a very low speed.

4 - 5

ATTACHMENTA - OVERHEAD CRANE

10.17.6. The radio remote control shall be a Telemotive Model lOK+16 or TxDOT approved equal.

5 - 5

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NEW 5-TON OVERHEAD CRANE SUGAR LAND HEAVY VEHICLE SHOP

SCOPE OF WORK:

WORK OF THE PROJECT INCLUDES THE PURCHASE AND INSTALLATION OF A 5-TON OVERHEAD CRANE, RUNWAY BEAMS, AND RAILS AT THE EXISTING HEAVY VEHICLE SHOP. ALL CONNECTIONS TO ENSURE THE CRANE IS FULLY FUNCTIONAL ARE INCLUDED IN THE CONTRACT.

Texas Department of Transportation - Support Services Division 150 East Riverside Drive Austin, Texas 78704 (512) 416-2257 Copyright© 2015 Texos Department of Transportation

Austin, Texas Byron Hicks, P.E. - Project Manager - (512) 416-3005

PROJECT:

NEW 5-TON OVERHEAD CRANE SUGAR LAND HEAVY VEHICLE SHOP

12015 STATE HIGHWAY 6 SUGAR LAND, TEXAS 77478

FORT BEND COUNTY, HOUSTON DISTRICT

STRUCTURAL ENGINEER:

BYRON HICKS, P.E. Facilities Management TxDOT 150 E. Riverside Dr. Austin, TX 78704 Tel: (512)416-3005

fW^^ BYRON R. HICKS

J/'' '93688j%

1-12-2016

INDEX OF DRAWINGS

GENERAL:

G1.1 LOCATION PLAN

CRANE:

CR2.1 PARTIAL FLOOR PLAN CR3.1 FRAME/CRANE SECTION

Attachment B - TxDOT Equipment Shop Drawings

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PLAN NORTH

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LOCATION PLAN

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AS NOTED

0 PARTIAL FLOOR PLAN SCALE: 1/16- = 1-0"

PLAN NOTES:

PLAN NORTH •i B 1. GENERAL CONTRACTOR SHALL FIELD VERIFY ALL

DIMENSIONS RELATIVE TO EXISTING CONDITIONS.

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AS NOTED

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TOP OF CRANE BRACKET

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EXISTING EXTERIOR CANOPY FRAME, TYP.

, TOP OF CONC. PIER

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A.1

6'-0"

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19-0"

2r-4"

FRAME/CRANE SECTION SCALE: 1M' = 1'-Cr

PROVIDE 5-TON OVERHEAD CRANE, RUNWAY BEAMS, AND RAILS AS SPECIFIED

6'-0"

NOTES:

1. GENERAL CONTRACTOR SHALL FIELD VERIFY ALL DIMENSIONS RELATIVE TO EXISTING CONOmONS.

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TEXAS OEPARTMENT OFTRANSPORTATION

TERMSANOCONOITIONS

TAELE OF CONTENTS

PART1. INTRODUCTION 1

1.01 OENERAL 1 1.02 STATUTORY AUTHORITY 1 1.03 TITLEVI ASSURANCE 1 1.04 ENVIRONMENTAL IMPACT 1 1.05 COMPLIANCEWITH LAWS 1

PART2. OENERAL INSTRUCTIONS 1

2.01 SPECIFICATIONS 1 2.02 RESPONSE SUBMISSIONS 2 2.03 PRICING 3 2.04 AOA CONSIDERATIONSAND NOTIFICATION 3 2.05 RECEIPT OF PROPOSALS AND SID OPENINGS 4 2.05 ALTERATIONSORWITHDRAWAL OF RESPONSES 4 2.07 DETERMINING AWARD 4 2.0^ PREFERENCES 5 2.09 DELIVERY 5 2.10 INSPECTIONS AND TESTS 5 2.11 VENDOR PERFORMANCE 5

PART3. RESPONDENT AFFIRMATIONS 5

3.01 FALSE STATEMENTS 5 3.02 CONFORMANCE 5 3.03 GRATUITIES 5 3.04 CERTAIN BIDS AND CONTRACTS PROHIBITED 5 3.05 ANTITRUST LAWS 7 3.05 DECEPTIVETRADE PRACTICES; UNFAIR BUSINESS PRACTICES 7 3.07 COLLUSION 7 3.0^ INELIGIBILITY UNDER FAMILYCODE 7 3.09 CONTRACTING WITH EX-TXDOT EXECUTIVE DIRECTOR ^ 3.10 DEBTTO THE STATE ^ 3.11 RESPONDENT ELIGIBILITY ^ 3.12 NEPOTISM DISCLOSURE 9

PART 4. GENERAL TERMSANDCONDITIONS 9

4.01 ORDERS 9 4.02 FUNDING 10 4.03 INVOICING 10 4.04 PAYMENT 10 4.05 INTELLECTUAL PROPERTY 11 4.05 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY STANDARDS 11 4.07SITEVISITS 11 4.0^ NON-WAIVER OF RIGHTS 12 4.09 LIMITATION ON AUTHORITY; NO OTHER OBLIGATIONS 12 4.10 VENUEANDÛRISDICTION; APPLICABLE LAW 12 4.11 VENDORASSIGNMENTS 12 4.12 FORCE MAJEURE 12 4.13 RIGHTTO AUDIT 12 4.14 INDEMNIFICATION 12

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14 4.15 CONPIOENTIALITY CLAUSE 14 4.17ELIYTEXAS 14 4.18 COMPETENCE OF VENOOR 14 4.19 CHANGES IN WORK 14 4.20 IT SERVICE CONTRACTSSECURITY 15 4.21 NOTICES 15 4.22 ACCESS TO INFORMATION 15 4.23 FUELIC DISCLOSURE 15

FART 5. INSURANCE 15

5.01 PRIOR TO PURCHASE OROERAWARO 15 5.02 DURING TERMOF PURCHASE OROER 15 5.03 WAIVER OF SUBROGATION ENDORSEMENT 15 5.04 WORKERS'COMPENSATION INSURANCE 15 5.05 WORKERS'COMPENSATION INSURANCE FOR BUILDING ANDCONSTRUCTION SERVICES 15 5.05 COMMERCIAL GENERAL LIABILITY INSURANCE 17 5.07 COMMERCIAL AUTOMOBILE POLICY 17

PART 5.VEND0R PERSONNEL MANAGEMENT 17

5.01 INOEPENDENTCONTRACTOR 17 5.02 WORK HOURS 17 5.03 ALCOHOLAND DRUG FREEWORKPLACE 18 5.04 REPLACEMENT OF PERSONNEL 18 5.05LABOR^MATERIALÊÛIPMENT 18 5.05 ENGLISH SPEAKING STAFF 18 5.07 FELONY CRIMINAL CONVICTIONS 18 5.08 SUBCONTRACTING REQUIREMENTS 18 5.09 PAYMENT OF SUBCONTRACTORS 18 5.10 VENDOR TITLEVI AFFIRMATIONS 18 5.11 E-VERIFY 20

PART7. DISPUTE RESOLUTION 20

7.01 DISPUTERESOLUTION 20

PART8. CONTRACTTERMS 20

8.01 TERMOF CONTRACT 20 8.02 ORDER OF PRECEDENCE 20 8.03 TERMINATION OFAPURCHASE ORDER 20 8.04 SALE OR ASSIGNMENT 21 8.05 RENEWAL OF BLANKET PURCHASE ORDER FOR GOODS 21 8.05 RENEWAL OF PURCHASE ORDER FOR SERVICES 21 8.07 RENEWAL OF PURCHASE ORDER FORNEGOTIATEDGOODSOR SERVICES 21 8.08 EXTENSION OF PURCHASE ORDERS 21 8.09 SEVERABILITY CLAUSE 21 8.10 BINDING EFFECT AND SURVIVAL OF OBLIGATIONS 21

APPENDIXA 23

APPENDIXB 24

Revised September 2016*

TEXAS DEPARTMENT OF TRANSPORTATION

TERMS AND CONDITIONS

PART1. INTRODUCTION

1.01 GENERAL: These Terms and Conditions shall apply to all solicitations for goods and/or services [including without limitation any Request for Quote (RFQ), Invitation for Bids (IFB), Request for Offer (RFO) and Request for Proposal (RFP)] offered by the Texas Department ofTransportation (TxDOT) (each, a "solicitation") and any purchase order issued by TxDOT ("purchase order" or "contract"). The term "response" or "bid" shall mean the proposal, quote, bid, or offer made to TxDOT in response to a solicitation. The term "respondent" or "bidder" shall mean any party who makes a response to a solicitation, including the vendor. The term "vendor" or "contractor" shall mean the party listed as vendor on the purchase order.

1.02 STATUTORY AUTHORITY This procurement falls under the statutory authority of Government Code Chapter 2151 (commonly known as the "Purchasing Act"), Chapter 2155 (Purchasing: General Rules and Procedures), Chapter 2157 (Purchasing Methods) and Chapter 2161 (Historically Underutilized Businesses, "HUBs"). The purchasing procedures include statutory requirements and those requirements established by rule of the Texas Comptroller of Public Accounts (CPA), Statewide Procurement Division (SPD) as contained in 34 TAC §20.31 and other applicable Federal and State statues and rules herein cited.

1.03 TITLE VI ASSURANCE: TxDOT, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and 49 C.F.R. Part 21 and 28 CFR Section 50.3 (for purposes of this Section and Section 6.10 only, the "Acts" and the "Regulations," respectively), hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin, in consideration for an award.

Nondiscrimination programs require that federal-aid recipients, sub-recipients, and contractors prevent discrimination and ensure nondiscrimination in all oftheir programs and activities, whether those programs and activities are federally-funded or not.

1.04 ENVIRONMENTAL IMPACT: It is the intent of TxDOT to purchase goods, equipment, and services having the least adverse environmental impact within the constraints of statutory purchasing requirements, departmental need, availability, and sound economical considerations in accordance with 34 TAC §20.38.

1.05 COMPLIANCE WITH LAWS: The vendor shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in any matter affecting the performance ofthe purchase order, including if applicable, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. The vendor shall maintain all required licenses, certifications, etc. throughout the term of the purchase order. When required, the vendor shall furnish TxDOT with satisfactory proof of its compliance.

PART 2. GENERAL INSTRUCTIONS

2.01 SPECIFICATIONS

(a) The respondent shall carefully examine the solicitation. The respondent shall be responsible for securing any additional information from the TxDOT purchaser needed to gain a clear and full understanding of TxDOT's requirements.

(b) TxDOT will not be bound by any oral statement or representation contrary to the written specifications ofthe solicitation. Any revision, clarification, or interpretations pertaining to the solicitation will be in writing and issued by TxDOT as an Addendum. Any changes or

1 -24


interpretation oot io ao Addendum wiii oot iegaiiybiodTxOOT Aoy Addeodum must be issued throughTxiÔT's purohasiog departmeot

(o) The goods turoished or servioes pertormed shaii be io aooordaooe with the speoitioatioos set torth iothe soiioitatioo aodwiththeseTerms aod Cooditioos Txi^CTwiii provide oiaritioatioos otthe speoitioatioosaoddetermioethe guaiity aod aooeptabiiityotgoodsturoished or work pertormed it the soiioitatioo is toraservioe,Txi^CTwiiidetermioe the maooer otpertormaooe,the rate ot progress otthe work aod whether the veodor's pertormaooe otthe servioe is aooeptabie

(d) Aoy oataiog,braodoame or maoutaoturer'sretereooe used iothe soiioitatioo is desoriptiveooiy (oot restriotive), aod is used to iodioate type aod guaiity desired Respooses oobraodsotiike oature aod guaiity wiii be ooosidereduoiess advertised as proprietary or soie souroeuoderTexas Ooveromeot Code Seotioo 2155 067 The respoodeot shaii show maoutaoture^braod or trade oame,aod other desoriptioo otthe produot ottered iorespoose to the soiioitatioo it otter is tor other thao exampie(s)showo iothe soiioitatioo,iooiudeiiiustratioo(s)aodoompietedesoriptioo(s) otproduot(s) iothe respoose to the soiioitatioo it respoodeot takes ooexoeptioo to speoitioatioos or retereooe data iothe respoose,the veodor wiii be reguired to turoishbraodoames,oumbers, eto,asspeoitied

(e) Uoiess otherwise speoitied, aii goods ottered shaii be oew aod io tirst oiassoooditioo, iooiudiog shippiog aod storage oootaioers Verbai agreemeots to the oootrary wiii oot be reoogoized

(t) Maoutaoturer's staodard warraoty shaii appiy uoiess otherwise stated io this soiioitatioo

(g) Aii eieotrioai items shaii meetaiiappiioabieCSiÂstaodardsaodreguiatioos,aod bear the appropriate iistiog trom Ui^,i^MRC, or NFMA

2.02 RESPONSE

(a) Respoodeot shaii submit the oumber ot respooses reguired iothe maooer stated iothe speoifioatioo or 00 the soiioitatioo

(b) Respoose shouid be submitted 00 the soiioitatioo torm it submittiogmuitipie respooses, eaoh respoose shouid be piaoedioaseparateeoveiope,oorreotiy ideotified with the soiioitatioo oumber aod opeoiog or oiosiog date if oo soiioitatioo form is provided, respooses shaii be submitted as reguired iothe speoifioatioo

(o) Respoose must be time stamped ioTxi^CT's maii room or haod deiivered to the address 00 the soiioitatioo before the hour aod date speoified for the soiioitatioo opeoiog or oiosiog i ate respooses wiii oot be ooosidered uoder aoy oiroumstaooes i ate respooses wiii be returoed uoopeoedtotherespoodeot

(d) iôoumeotatioo provided with the respoose shouid be oompiete aod oompreheosive Txi^CTwiii oot be respoosibie for iooatiog or seouriog ioformatioo oot iooiuded iothe respoose iâiiureto furoish reguired dooumeotatioo with the respoose may resuit iothe respoose beiog deemed iooompieteaodooo-respoosive,resuitiogiore]eotioo Txi^CTwiii oot be respoosibieforaoy expeosesrelatiog to respooses or deveiopmeot of dooumeotatioo that may resuit from this soiioitatioo

(e) iâiiure to sigo the soiioitatioo maouaiiy wiii disgualify the respoose The persoo sigoiog the respoose must have authorizatioo to oootraotuallybiod the oompaoy The soiioitatioo respoose shall iooludeao employer Ideotifioatioo Number (FIN), full firm oame aod address of oompaoy The FIN should be eotered io the spaoe provided 00 the soiioitatioo

(f) Faosimile(FA^) respooses may be submitted to theFAX oumber provided iothe soiioitatioo for proouremeots less thao ^25,000,uoless othervîse stated iothe soiioitatioo Forproouremeots ^25,000 aod greater,FA^ respooses will oot be ooosidered uoless othervîse stated iothe soiioitatioo TxOOTwill oot be respoosibleforfailure of eleotrooioeguipmeot or operator error Respooses that are late, illegible, iooomplete, or othervîseooo-respoosive will oot be ooosidered

2 - 2 4


(g) E-mailed responses may be accepted if stated on the solicitation. E-mailed responses must be in Portable Document Format (pdf), signed by the respondent and attached to the e-mail to be considered for award.

(h) RESPONDENT EXCEPTIONS OR CONDITIONED RESPONSES: Exceptions taken by the respondent to TxDOT's Terms and Conditions or respondent's Terms and Conditions attached to a response will not be considered unless specifically referred to and clearly identified as such within the response. TxDOT may reject a response that takes exception to TxDOT's Terms and Conditions.

(i) TxDOT reserves the right to accept or reject all or any part of any response, waive minor technicalities and make an award to best serve the interests of the State. TxDOT reserves the right to reject any response not prepared and submitted in accordance with the solicitation requirements.

(j) Response should indicate number of days required to deliver goods, or begin service (if required), at TxDOT's designated location. Failure to indicate delivery time obligates vendor to complete delivery in fourteen (14) calendar days.

(k) Samples, when requested must be furnished at no cost to TxDOT. TxDOT may perform tests on samples. If not destroyed in testing, samples will be returned upon request at respondent's expense. Each sample shall be marked with respondent's name and address, and TxDOT solicitation number. Samples shall not be enclosed or attached to a response unless specified in the solicitation.

2.03 PRICING

(a) TxDOT's automated purchasing system requires pricing to be submitted per unit, multiplied by the quantity and extended. Unit prices shall govern in the event of extension errors. If a trade discount is offered on the solicitation response, it should be deducted and net line extensions should be shown.

(b) All prices shall be firm for thirty (30) days from the solicitation response date unless otherwise stated in the solicitation. "Discount from list" pricing is not acceptable unless requested. Cash discounts are acceptable, but are not considered in making an award.

(c) All purchases are on a firm, fixed price basis unless otherwise stated in the solicitation.

(d) Price(s) shall not increase during the term of the purchase order unless otherwise stated in the solicitation. Vendor shall give price reductions to TxDOT that result from reduced cost to the vendor during the term of the purchase order.

(e) All prices shall be F.O.B. destination, freight prepaid and allowed. This means the vendor shall prepay and include the freight charges in the unit price.

(f) Purchases made for State use are exempt from the State and Local Sales tax and Federal Excise tax. Do not include tax in response pricing unless otherwise specified in the solicitation. State Sales tax and Federal Excise Tax Exemption Certificates will be furnished by TxDOT on request.

(g) The purchase order may contain a "Total Cost Not to Exceed" statement. Vendor shall not perform any work that may exceed either the purchase order total or the not-to-exceed total without prior written authorization from TxDOT.

(h) Consistent and continued tie response pricing may lead to rejection ofthe response by TxDOT and investigation for antitrust violations.

2.04 ADA CONSIDERATIONS AND NOTIFICATION: Persons with special needs or disabilities who plan to attend any pre-response conference or bid opening and who require auxiliary aids or service should contact the purchaser noted on the solicitation as the point of contact a minimum of three (3) days prior to the meeting so arrangements can be made.

3 - 2 4


2.05 RECEIPT OF PROPOSALS AND BID OPENINGS

(a) NEGOTIATED SOLICITATIONS: At the time of opening or closing for RFOs or RFPs, only the names of respondents will be announced. Prices will not be disclosed.

(b) NON-NEGOTIATED SOLICITATIONS: At the time of opening or closing for IFBs, names of respondents will be announced. Prices will be disclosed.

(c) DISCLOSURE OF RESPONSE: Information submitted in an accepted response will not be returned to the respondent. The Public Information Act (PIA), Government Code Chapter 552, allows the public to have access to information in the possession of a governmental body through an open records request. Therefore, the respondent shall clearly identify in the response any confidential or proprietary information. Proprietary information identified by the respondent in the response, will be kept confidential by TxDOT to the extent permitted by state law. TxDOT merely raises the exception on behalf ofthe vendor. TxDOT takes no legal position on disclosure. TxDOT will use best efforts to give the respondent or the awarded vendor an opportunity to present to the Office of the Attorney General its arguments for non-disclosure of its identified confidential or proprietary information.

2.06 ALTERATIONS OR WITHDRAWAL OF RESPONSES

(a) Any alterations to a response made before the opening or closing date and time shall be initialed by respondent or authorized agent. Response cannot be altered or amended after the opening or closing date and time.

(b) A response may be withdrawn if requested in writing prior to the opening or closing date and time. A response may be withdrawn from consideration after the opening or closing date only with the approval of TxDOT based on respondent's written, acceptable reason. The response will not be considered for award but will be retained by TxDOT according to the response information confidentiality provision referenced in Section 2.05 (c).

2.07 DETERMINING AWARD: A response to a solicitation is an offer to contract with TxDOT based upon the terms, conditions and specifications contained in the solicitation. Responses do not become contracts unless and until they are accepted through an authorized TxDOT designee by issuance of a purchase order. In determining the best value for the state, the purchase price and whether the goods or services meet specifications are the most important considerations, unless otherwise stated in the solicitation.

(a) BEST VALUE CRITERIA FOR PURCHASE OF GOODS OR SERVICES: When specified in the solicitation, the factors listed in Government Code Section 2155.074 will be considered in making a best value award. This section allows TxDOT to apply best value criteria in order to obtain goods and services that provide the best value for TxDOT. Under these guidelines, a respondent is not automatically awarded a purchase order if they submit the lowest bid response. TxDOT will be the sole judge as to which response is the most advantageous and in the best interest of TxDOT.

In determining best value, factors other than price may be considered in making an award. Those factors are:

(1) life cycle costs;

(2) the quality and reliability of goods and services;

(3) the delivery terms;

(4) indicators of probable vendor performance;

(5) cost of employee training associated with a purchase;

(6) the effect of a purchase on agency productivity; and

(7) other factors relevant to determining best value for the state in the context of a particular purchase.

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(b) BEST VALUE CRITERIA FOR RFO PURCHASES: Best value criteria will be used on all information technology equipment or service purchases. Those best value criteria include but are not limited to:

(1) compatibility to facilitate exchange of existing data;

(2) capacity for expansion and upgrading to more advanced levels of technology;

(3) quantitative reliability factors;

(4) level of training required to bring end-users to a stated level of proficiency;

(5) technical support requirements for maintenance of data across a network platform and management of the networks hardware and software;

(6) items, features, etc., which are in addition to requirements listed, as well as factors which, in TxDOT's opinion, add value to the product or service but are not specifically required within the solicitation.

(c) NEGOTIATIONS FOR RFO AND RFP PURCHASES: TxDOT reserves the right to conduct formal negotiations with respondent(s) judged to have the best offer pertaining to price, goods, services and terms.

(d) TxDOT reserves the right to reject a response from a respondent whose goods or services to TxDOT or other state agencies have been documented as unsatisfactory in providing the same goods or service.

(e) TIE RESPONSES: In case oftie responses, one or more preferences described in Government Code Chapter 2155 and 34 TAC §20.36 and §20.38 will be used to make an award. Tie responses which cannot be resolved by application of one or more preferences shall be made by drawing lots.

2.08 PREFERENCES: A respondent may claim a preference under 34 TAC §20.38. To claim a preference, a respondent shall identify the preference on the solicitation or on the response to the solicitation. If the appropriate area on the solicitation or response is not marked, a preference will not be granted unless other documents included in the response show a right to the preference.

2.09 DELIVERY: No substitutions or cancellations will be permitted without written approval from TxDOT, which approval must be issued in the form of a purchase order change notice issued by TxDOT's purchasing department.

(a) If delay is foreseen, vendor shall give written notice to TxDOT. TxDOT has the right to extend delivery or service date if reasons appear valid. Vendor shall keep TxDOT advised at all times of the status of the order. Default in promised delivery or service date (unless vendor has received a written extension of the delivery or service date which has been signed by TxDOT), or failure to meet specifications, authorizes TxDOT to purchase goods or services elsewhere and charge the full increase, if any, in cost and handling to defaulting vendor.

(b) Delivery shall be made between 8 AM and 4 PM Monday through Friday except on regularly observed state or federal holidays, unless prior approval has been obtained from TxDOT or otherwise stated in the solicitation.

(c) Receipt of goods or services does not constitute acceptance.

(d) Goods and materials shall be properly packaged. Damaged goods and materials will not be accepted. If the damage is not readily apparent at the time of delivery, the goods shall be returned to the vendor at no cost to TxDOT. TxDOT reserves the right to inspect goods at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery.

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ANO TESTS Goods wiii be sobjeotto inspection aod test byTxiÔT to the extent praotioabie at aii times and piaoes Tests wiii be pertormed on sampies taken trom regoiar shipment in the event sampies tested taii to meet aii oonditions and requirements otthe speoitioation, the oost otthe sampieosed and the oost otthe testing shaii be borne by the vendor Goods whioh have been deiivered and rejeotedinwhoie or in part may,atTxi^GT's option,be returned to the vendor or heid tor disposition at vendor's risk and expense iâtentdeteotsmayresoitinrevooationotaooeptanoe Aooeptanoeot servioes shaii be based on attainment otpertormanoe in aooord with speoitioationsand the porohase order

2.11 VENOOR RERFORMANOE Stateagenoiesshaiireportavendor^spertormanoe on any porohase ot ^25,000 or more trom oontraots administered by the oommission or any other porohase made throogh an agenoy^s delegated aothorityoraporohase made porsoant to the aothority in GovernmentCode,Titie 10,Sobtitieiôraporohase exempt trom GiÂBSiî^prooorementroiesandprooedores

iâstiêrtormanoe: ^Respondent's past pertormanoe wiii be measored based oponpassâiioriteria,in oomplianoe with appiioabie provisions ot §2155074, 2155075, 2156007,2157 003,and 2157125, GovernmentCode Respondents may tail this seleotionoriterion tor any otthe following oonditions:

Asoore ot less than 9 0 ^ in the Vendor Pertormanoe System,

CorrentlyonderaCorreotive motion Plan throogh the CPA,

Having repeated negative Vendor Pertormanoe Reports tor the same reason.

Having porohase orders that have been oanoelled or terminated in the previoos12months tor non-pertormanoe(i e late delivery, eto )

Vendor pertormanoe intormation is looated on the CPA website at: http:^^wwwwindowstatetxos^prooorement^prog^vendor^pertormanoe^ TxOGTmayoondoot reterenoeoheokswithotherentitiesregarding past pertormanoe In addition to evaloatingpertormanoe throogh the Vendor PertormanoeTraoking System (as aothorized by 34Texas Administrative Code §20103)TxOGTmay examine other sooroesot vendor pertormanoeinoloding,bot not limited to, notioesot termination, oorenotioes, assessments otiigoidated damages, litigation, aodit reports, and non-renewals otoontraots Any sooh investigations shall be at the sole disoretionotTxOGT, and any negative findings,as determined byTxOGT,may resolt in non-award to the Respondent

RART3. RESPONDENT AFFIRMATIONS

3.01 FALSE STATEMENTS Respondentrepresentsandwarrantsthatall statements and information prepared and sobmitted in response to the soiioitation are oorrent,oomplete,troe and aooorate Signing the response to the soiioitation withafalse statement isamaterial breaoh of oontraot and shall void the sobmitted response orany resoltingoontraots,and may resolt in removal of the respondent from the Centralized Master Bidders List

3.02 OONFORMANOE The respondentwarrantstoTxDGTthatall goods and servioesfornished shall oonform in all respeots to the terms of this porohase order, inoloding any drawings, speoifioations or standards inoorporated herein, and any defeots in materials, workmanship, and free from sooh defeots in design In addition,respondent warrants that goods and servioesaresoitable for and will perform in aooordanoe with the porposes for whioh they are intended

3.03 ORATUITIES The respondent has not given, offered to give, nor intends to give at any time hereafter any eoonomioopportonity,fotore employment, gift, loan, gratoity,speoialdisooont, trip, favor, or servioe toapoblio servant in oonneotion with the sobmitted response to the soiioitation

3.04 PERTAIN ElOS ANO OONTRAOTSFROHIEITEOOnderGovernmentCode Seotion 2155004 a state agenoy may not aooeptabid or awardaoontraot that inolodes proposed finanoialpartioipation bya person who reoeived oompensation from the agenoy to partioipate in preparing the speoifioations or soiioitation on whioh the bid or oontraot is based Ifthe respondent is not eligible,then any oontraot resolting from the soiioitation shall be immediately terminated LInder Seotion 2155 004, Government Code, the respondent oertifies that the individoal or bosiness entity named in the bid or oontraot is eligible

6 - 2 4


to receive the specified contract and acknowledges that this contract may be terminated and payment withheld it this certitication is inaccurate.

3.05 ANTITRUST LAWS: Neither the respondent nor the tirm, corporation, partnership, or institution represented by the respondent, or anyone acting tor such tirm, corporation or institution has (1) violated the antitrust laws ot the State ot Texas or the tederal antitrust laws, or (2) communicated the contents ot the response directly or indirectly to any competitor or any other person engaged in the same line ot business.

3.06 DECEPTIVE TRADE PRACTICES; UNFAIR BUSINESS PRACTICES: The respondent represents and warrants that it has not been the subject ot allegations ot deceptive trade practices violations under Business & Commerce Code Chapter 17, or allegations ot any untair business practice in any administrative hearing or court suit and that respondent has not been tound to be liable tor such practices in such proceedings. Respondent certities that it has no otticers who have served as otticers ot other entities who have been the subject ot allegations ot deceptive trade practices violations or allegations ot any untair business practices in an administrative hearing or court suit and such otticers have not been tound to be liable tor such practices in such proceedings.

3.07 COLLUSION: The respondent has not colluded with, nor received any assistance trom, any person who was paid by TxDOT to prepare specitications or a solicitation on which a respondent's bid is based and will not allow any person who prepared the respective specitications or solicitation to participate tinancially in any contract awarded.

3.08 INELIGIBILITY UNDER FAMILY CODE: Under Section 231.006, Family Code, the respondent certities that respondent and any other individual or business entity named in the contract, bid, or application are eligible to receive the specified payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. Any respondent subject to Section 231.006 must include the names and Social Security numbers of each person holding at least a 25% ownership interest in the business entity submitting the response. This information must be provided prior to award.

NOTE: Pursuant to Government Code Section 403.055 and Family Code Section 231.006, a contract will not be issued to a respondent and warrants will be held by CPA if the vendor owes delinquent child support payment(s), a delinquent state tax, or other tax collected by the CPA.

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3.09 CONTRACTING WITH EX-TXDOT EXECUTIVE DIRECTOR: Under Government Code Section 669.003, TxDOT may not enter Into a contract with the executive director of TxDOT, an individual who was the executive director of TxDOT during the four years t)efore the date of the contract, or with anyone who employs a current or former executive head of a state agency affected by Section 669.003, unless the Transportation Commission approves the contract in an open meeting and notifies the Legislative Budget Board, not later than the fifth day before the date of the vote, of the terms of the proposed contract.

(a) Accordingly, respondent certifies that:

(1) respondent is not the executive director of TxDOT;

(2) respondent was not at any time during the past four years the executive director of TxDOT: and

or

(3) respondent does not employ a current or former executive director of TxDOT;

(b) respondent and TxDOT have complied with the requirements of Govemment Code Section 669.003 conceming approval of the Transportation Commission and notice to the Legislative Budget Board.

Respondent acknowledges that the contract can be terminated at any time, and payments withheld, if this certification is false.

NOTE: If Section 669.003 applies, respondent must provide the following information as an attachment to the solicitation response: Name of applicable former TxDOT executive director, date of separation from TxDOT, position with respondent, and date of employment with respondent. This information is subject to public disclosure under Section 660.004.

3.10 DEBT TO THE STATE: Respondent agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support, that is owed to the State of Texas.

3.11 RESPONDENT ELIGIBILITY

(a) Respondent certifies that the responding entity and its principals are eligible to participate in this transaction and have not been subject to suspension, debarment, or similar ineligibility determined by any federal, state or local govemmental entity, and that respondent is in compliance with the State of Texas statutes and rules relating to procurement, and that respondent is not listed on the federal govemmenf s terrorism watch list as descnbed in Executive Order 13224. Entities ineligible for federal procurement are listed at: http://www.epls.gov.

(b) Under Section 2155.006(b) of the Texas Govemment Code, a state agency may not accept a bid or award a contract, including a contract, including a contract for which purchasing authority is delegated to a state agency, that includes proposed financial participation by a person who, during the five-year period preceding the date of the bid or award, has been:

(1) convicted of violating a federal law in connection with a contract awarded by the federal govemment for relief, recovery, or reconstruction efforts as a result of Hurncane Rita, as defined by Section 39.459. Utilities Code, Hurncane Katrina, or any other disaster occurring after September 24, 2005; or

(2) assessed a penalty in a federal civil or administrative enforcement action in connection with a contract awarded by the federal govemment for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459. Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005.

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Revised September 2016^

Onder Section 2155^006,Oovernment Code,respondent entity narrêd in the bid or oontraot is not ineligible to receive the specified oontraot and acknov^ledges that the contract rr ay be terrriinated and payrrênt withheld it this certitication is inaccurate

Respondent acknowledges that itTxOCTdeterrrînes that respondent was ineligible to have the bid accepted or contract awarded under government Code Section 2155006,TxOCTrrây immediately terminate the contract without further obligation to the vendor

(c) Respondent certifies that it is not:

(1) Aperson reguired to register asalobbyist under Government Code Chapter 305

(2) Apublic relations firm

(3) Agovernment consultant

3.12 NEPOTISM OlSCLOSORE

(a) In this section, the term Telative ^ means:

(1) aperson^sgreatgrandparent,grandparent, parent, auntoruncle,sibling,niece or nephew,spouse,child,grandchild,or great grandchild,or

(2) the grandparent, parent, sibling, child, or grandchild of the persons spouse

(b) Anotification reguired by this section shall be submitted in writing to the person designated to receive official notices under this purchase order and by first class mail addressed to Contract Services Oivision,Texas Oepartment ofTransportation,125 East l l th Street, AustinTexas 78701 The notice shall specify the vendoris firm name, the name of the person who submitted the notification,the purchase order number,the district, division,office or regional service center OfTxOCT that is principally responsible for the purchase order,the name otthe relevant vendor employee,the expected role of the vendor employee on the project, the name of theTxOCT employee who isarelative otthe vendor employee,the title of theTxOOTemployee,and the work location of theTxOOTemployee

(c) ^y signing the solicitation the respondent is certifying that the respondent does not have any knowledge that any of its employees or any employees ofasubcontractor who are expected to work under this purchase order hasareiative who is employed byTxOOTunless the respondent has notifiedTxOOTofeach instance as reguired by subsection (b)

(d) If the vendor learns at anytime that any of its employees or that any of the employees ofa subcontractor who are performing work under this purchase order havearelative who is employed byTxOOT,the vendor shall notifyTxOOTunder subsection (b)of each instance within thirty days of obtaining that knowledge

(e) If the vendor violates this section,TxOOTmay terminate the purchase order immediately tor cause,may impose any sanction permitted by law,and may pursue any other remedy permitted bylaw

RART4 OENERAL TERMS ANO CONDITIONS

4.01 OROERS

(a) Only authorizedTxOOTpurchasers have the authority to place orders for goods and services Purchase orders must be issued byaTxDOTpurchaser prior toavendor providing the goods or service The only exceptions are payment card orders and bona tide emergencies In the case of an emergency, theTxOOT Procurement Oivision will confirm such orderswithasigned purchaseorder

(b) Vendor acceptance ofapurchase order and delivery of goods or services without an approved purchase order number or release number issued byTxOOTmay result in the rejection of delivery,return of goods at the vendors cost and also result in nonpayment

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4.02 FUNDING: Any purchase order resulting trom the solicitation is contingent upon the availability ot tunding, and is subject to termination without penalty, either in whole or in part, it tunds become unavailable through lack ot appropriations, legislative or executive budget cuts, amendment ot the Appropriations Act, state agency consolidations, or any other disruptions ot current appropriations. In addition, state agencies are prohibited trom incurring obligations in excess ot amounts lawfully appropriated by the Texas Legislature over the course ot a biennium.

4.03 INVOICING

(a) Invoices must be submitted not later than the 15* day ot the month atter the goods have been delivered or sen/ices have been provided. No payment shall be made under the purchase order without the prior submission ot detailed, correct invoices which comply with the requirements set to rth in this Section 4.03. Invoices should be sent to the address shown on the purchase order. The vendor may receive more detailed instructions on invoicing atter award.

(b) The invoice must at a minimum show the following:

(1) Vendor name as it appears on the purchase order.

(2) Remit to address.

(3) Employer identification number (EIN) Federal Tax I.D.

(4) The complete PO number.

(5) Telephone number.

(6) Description of item or sen/ices as it appears on the PO in the same order as listed on purchase order. Item numbers must correspond with the item numbers on the PO.

(7) Unit, unit price and extended price of each line item.

(8) Grand total.

(9) Shipment date of merchandise or date of service.

(10) Any additional requirements as stated in the solicitation or specification.

4.04 PAYMENT: Payment for goods or sen/ices purchased with State-appropriated funds is made by warrants or by Direct Deposit from the State Treasury. Direct Deposit is the preferred method of payment. No penalty for late payment will be incurred by TxDOT if payment is made in thirty (30) days or less from receipt of goods, services or a correct invoice, whichever is later. Payments under this contract are subject to the availability of appropriated funds. Vendor acknowledges and agrees that payments for sen/ices provided under this contract are contingent upon TxDOT's receipt of funds appropriated by the Texas Legislature.

Additional information and a Direct Deposit Authorization application may be found at: https://fmx.cpa.state.tx.us/fm/payment/index.php.

Payment will be made in accordance with Government Code Chapter 2251:

(a) On a monthly basis and within thirty (30) days from receipt of a correct invoice for TxDOT accepted goods or services.

OR

(b) As otherwise stated in the solicitation document.

OR

(c) The sen/ice was completed to the satisfaction of TxDOT, and within thirty (30) days from receipt of a correct invoice or billing statement.

NOTE: Texas Department of Transportation (TxDOT) offers an opportunity to participate in its Early Payment Program to accelerate payments in exchange for a discount. Additional information may be

10-24

Revised September 2016^

tound at tbe toiiowino website: bttp://www txdot oo Eariy Payment Rrogram torm (Appendix^)

4.05INTELLEOT0ALRRORERTY

(a) Aii inteiieotuai property developed and created in tbe course ottbe servioes rendered pursuant to tbe purcbase order are vôrks tor bire and aii inteiiectual property rigbts, inciuding but not limited to publication rigbts, copyrigbts, trademarks, patents and trade secrets, to all products and materials developed and created pursuant to tbe purcbase order sball be exclusively ov^ned by TxOOT VendorsballprovideTxOOTall assistance reguiredtopertectsucb intellectual property rigbts vîtbout any cbarge or expense beyond tbose amounts payable tor services rendered under tbe Contract Totbe extent tbat title to any work created under tbe Contract is beld by operation ot law to not vest exclusively inTxOOT,sucb work sball is bereby irrevocably assigned toTxOOT

(b) Vendor sball ensure tbatTxOOTs intellectual property rigbts,including but not limited to publication rigbts, copyrigbts, trademarks, patents and trade secrets, are secured trom all suppliers, contractors and subcontractors

(c) Wben applicable, eacb vendor sball obtain necessary licenses, copyrigbts, trademarks or patents torTxOOT^suse

(d) Tbe vendor sball not assert rigbts at common law or in eguity or establish any claim toTxOOTs intellectual property,including,but not limited to,licenses,claiming common law ownership ot intellectual property, obtaining registrations tor copyrights,trademarks, tradesecretsorpatents tor any intellectual property developed in pertormance otthe services authorized

(e) THEVEI^0ORAOREESTOII^0EI^ÎFY,HOL0HARI^LESSAI^0 0EFEI^0TX^ STATE FROI^CLAII^SII^VOLVIIÔII^FRIIÔEIÊI^TOFTHIRO PARTIES^ ^ TRAOEIÂRI^S, COPYRIGHTS, RATEI^TS,TRAOESECRETS,AIÔAI^Y OTHER II^TELLECTOAL OR II^TAÔIOLE PROPERTY RIGHTS AS SET FORTH I^SECTI0^4BI4 8ELOW

4.06 ELEOTRGNIC ANO INFGRMATIGNRESG0RCESAOCESSI8ILITY STANOAROS: As regu^ by1TACChapter213:

(a) EttectiveSeptember1,2006stateagenciesand institutions ot higher education shall procure products which comply with the State otTexas Accessibility reguirements tor Electronic and Intormation Resources specified i r i lTAC Chapter 213when such products are available in the commercial marketplace or when such products are developed in response toaprocurement solicitation Vendor represents and warrants that technology to be provided toTxOOTand tor TxOOT is in compliance with these reguirements

(b) Vendor shall provideTexas Oepartment ot Intormation Resources with the URL to its Voluntary ProductAccessibilityTemplate(VPAT)torreviewing compliance with the StateofTexas Accessibility reguirements (based on the tederal standards established under Section 508 of the Rehabilitation Act), or indicate that the product or service accessibility information is available from the Oeneral Services Administration ^ Ouy Accessible Wizard^^ (http://wv^ buyaccessible gov) Vendors not listed with the ^ Ouy Accessible Wizard^^ or supplying aURL to their VPATmust provide theTexas Oepartment of Information Resources withareport that addresses the same accessibility criteria in substantively the same format Additional information regarding the ^ Ouy Accessible Wizard^^ or obtainingacopy of the VPATis located at: http://vÂ^section508gov/

4.07 SITE VISITS: Prior to and atter award of the purchase order,designatedTxOOTrepresentatives may conduct unannounced visits to inspect the vendor s and its subcontractor s facilities during normal business hours to monitor compliance in accordance WithTxOOTspecifications or carry out performance audits of the service

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4.08 NON-WAIVER OF RIGHTS: Nothing in this contract shaii be construed as a waiver ot the state's sovereign immunity. This contract shaii not constitute or be construed as a waiver ot any ot the priviieges, rights, defenses, remedies, or immunities avaiiabie to the State ot Texas. The taiiure to enforce, or any deiay in the enforcement, of any priviieges, rights, defenses, remedies, or immunities avaiiabie to the State of Texas under this contract or under appiicabie iaw shaii not constitute a waiver of such priviieges, rights, defenses, remedies, or immunities or be considered as a basis for estoppei. TxDOT does not waive any priviieges, rights, defenses, or immunities avaiiabie to TXDOT by entering into this contract or by its conduct prior to or subseguent to entering into this contract.

4.09 LIMITATION ON AUTHORITY: NO OTHER OBLIGATIONS: Vendor shaii have no authority to act for or on behaif of TxDOT or the State of Texas except as expressiy provided for in this purchase order. Vendor may not incur any debts, obiigations, expenses, or iiabiiities of any [<ind on behaif of the State of Texas or TxDOT.

4.10 VENUE AND JURISDICTION: APPLICABLE LAW: Venue for any suit concerning the soiicitation and any resuiting purchase order shaii be in a court of competent jurisdiction in Travis County, Texas. The soiicitation and any resuiting purchase order shaii be governed by, construed in accordance with, and interpreted under the iaws of the State of Texas.

4.11 VENDOR ASSIGNMENTS Vendor hereby assigns TxDOT any and aii ciaims for overcharges associated with this contract which arise under ttie antitrust iaws of the United States (15 U.S.C.A. Chapter 1 ]), and which arise under the antitrust iaws of the State of Texas (Business & Commerce Code, Titie 2, Chapter 15).

4.12 FORCE MAJEURE: TxDOT may grant reiief for time oniy from performance ofthe purchase order if the vendor is prevented from performance by an act of war, order of iegai authority, act of God, or other unavoidabie cause not attributabie to the fauit or negligence ofthe vendor (any such event or cause referred to herein as "force majeure"). The burden of proof for the need of such reiief shaii rest upon the vendor. To obtain reiief based on force majeure, the vendor shaii fiie a written reguest with TxDOT describing the events, dates and effect ofthe events on vendor's ability to perform according to the purchase order. Vendor must inform TxDOT in writing within 3 business days of the existence of such force majeure; failure to do so will waive the defense provided in this Section 4.13.

4.13 RIGHT TO AUDIT

(a) The State Auditor's Office, pursuant to Section 2262.154, ("state auditor") may conduct an audit or investigation ofthe vendor or any other entity or person receiving funds from the state directly under this purchase order or indirectly through a subcontract under this purchase order. Acceptance of funds directly under this purchase order or indirectly through a subcontract under this purchase order acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, the vendor or any other entity that is the subject of an audit or investigation by the state auditor agrees to provide the state auditor access to any information the state auditor considers relevant to the investigation or audit.

(b) TxDOT's internal auditors shall have the right to conduct an audit or investigation of the vendor or any other person receiving funds directly under this purchase order or indirectly through a subcontract under this purchase order. TxDOT has the right to audit the vendor's books and records pertaining to the service during normal work hours. Vendor or any other entity that is the subject of an audit or investigation by TxDOT agrees to provide TxDOT's internal auditor access to any information TxDOT considers relevant to the investigation or audit.

(c) Vendor will ensure that this section concerning the authority of the state auditor and TxDOT to audit funds received indirectly by subcontractors through the Vendor and the reguirement to cooperate is included in any subcontract it awards.

4.14 INDEMNIFICATION: Acts or Omissions

Vendor shall indemnify and hold harmless the State of Texas and TXDOT, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, VENDORS, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL

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RELATED COSTS, ATTORNEY FEES, COURT COSTS AND EXPENSES arising out ot, or resuiting trom, any acts or omissions ot the Vendor or its agents, employees, subcontractors, order tuitiiiers, or suppliers ot subcontractors in the execution or performance ofthe contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH TXDOT AND THE OFFICE OF THE ATTORNEY GENERAL WHEN THE STATE OF TEXAS OR TXDOT IS NAMED AS A DEFENDANT IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM TXDOT AND THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND TXDOT AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Infringement:

(a) Vendor shall indemnify and hold harmless the State of Texas and TxDOT, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, VENDORS, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, trade secrets, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND TXDOT AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES AND COURT COSTS. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH TXDOT AND THE OFFICE OF THE ATTORNEY GENERAL WHEN THE STATE OF TEXAS OR TXDOT ARE NAMED AS A DEFENDANT IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM TXDOT AND THE OFFICE OF THE ATTORNEY GENERAL.

(b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by:

(1) any intellectual property right owned by or licensed to TxDOT, or

(2) any use of the product or service by TxDOT that is not in conformity with the terms of any applicable license agreement between vendor and TxDOT.

(c) If Vendor becomes aware of an actual or potential claim, or TxDOT provides Vendor with notice of an actual or potential claim. Vendor may (or in the case of an injunction against TxDOT, shall), at Vendor's sole option and expense;

(1) procure for TxDOT the right to continue to use the affected portion of the product or service, or

(2) modify or replace the affected portion of the product or service with functionally eguivalent or superior product or service so that TxDOT's use is non-infringing.

Taxes/Workers' Compensation/Unemployment Insurance - Including Indemnity

(a) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. TXDOT AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY.

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(b) VENDOR AGREES TO iNDEIVINiFY AND HOLD HARMLESS TXDOT, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, VENDORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE, WORKERS' COMPENSATION, AND/OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY IN OR ARISING OUT OF ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES AND COURT COSTS. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH TXDOT AND THE OFFICE OF THE ATTORNEY GENERAL WHEN THE STATE OF TEXAS OR TXDOT IS NAMED AS A DEFENDANT IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM TXDOT AND THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND TXDOT AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

4.15 DAMAGE TO TXDOT PROPERTY: The vendor shall be liable tor damage to TxDOT's eguipment, workplace and its contents resulting trom the vendor's or the vendor's subcontractors work or negligence in performance of the work by the vendor's or subcontractor's personnel or eguipment.

4.16 CONFIDENTIALITY CLAUSE: TxDOT is governed by laws and regulations that make certain information confidential as well as specifying how public information is released. Notwithstanding any provision to the contrary, the vendor understands that TxDOT will comply with the Texas Public Information Act, Government Code Chapter 552, as interpreted by judicial opinions and opinions ofthe Attorney General of the State ofTexas. The vendor, its employees or subcontractors shall not divulge any information relative to TxDOT business at any time to a third party without the prior written approval of TxDOT. The vendor will notify TxDOT within 24 hours of receipt of any third party reguests for information that was provided by TxDOT for use in performing the purchase order, including the purchase order itself. All information created by or accessible to a vendor while providing a good or sen/ice for TxDOT is confidential. If applicable to a sen/ice, upon award of a purchase order, the vendor may be reguired to complete and sign TxDOT Form 1828b, Information Resource Security Compliance and Confidentiality Agreement. Contractor is reguired to make any information created or exchanged with the state pursuant to the contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. Vendor agrees to provide the information to the public in any format reasonably reguired by TxDOT.

4.17 BUY TEXAS: Pursuant to Section 2155.4441 of the Government Code, the vendor shall buy products and materials produced in the State ofTexas for use in providing services authorized in this contract when such products and materials are available at a comparable price and in a comparable period of time when compared to products and materials produced outside the state.

4.18 COMPETENCE OF VENDOR: To be entitled to consideration, the vendor shall have available the necessary organization and facilities to fulfill all the reguirements under the purchase order. Only personnel trained to perform the solicited sen/ices or, if applicable, licensed to perform such sen/ices shall be employed under and for the purchase order. Vendor shall obtain any other licenses or permits or both as reguired for the performance of the sen/ice.

4.19 CHANGES IN WORK: If TxDOT determines it necessary to reguire corrections to completed work due to errors made by the vendor, the vendor shall correct the work at no additional cost to TxDOT. For negotiated contracts, if TxDOT reguires changes in previously approved and completed work, the vendor shall make such changes as directed by TxDOT and will be compensated for such at the same rates established by each vendor's hourly rates. Any changes must be approved in advance in writing through a purchase order change notice issued by TxDOT's purchasing department.

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4.20 IT SERVICE CONTRACTS SECURITY: The vendor wiii impiement appropriate administrative, physicai and technicai safeguards which reasonably and appropriateiy protect the confidentiaiity, integrity, and avaiiabiiity of sen/ices provided to TxDOT. The vendor wiii immediately report to TxDOT any security incident which it becomes aware. The vendor will submit for approval by TxDOT and conform its policies and procedures relating to the implementation of security safeguards to comply with TxDOT's information resources security program pursuant to Title 1, Texas Administrative Code, Section 202.

4.21 NOTICES: Any written notices reguired under the resulting purchase order will be by either hand delivery to Vendor's office address specified on Page 1 ofthe purchase order or by U.S. Mail, certified, return receipt reguested, to TxDOT, 125 E. 11th Street, Austin, TX 78701-2483. Notice will be effective on receipt by the affected party. Either party may change the designated notice address in this Section by written notification to the other party.

4.22 ACCESS TO INFORMATION: The vendor is reguired to make any information created or exchanged with TxDOT pursuant to this purchase order, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to TxDOT. At a minimum the formats are to include portable document format (PDF) and HTML.

4.23 PUBLIC DISCLOSURE: No public disclosures or news releases pertaining to this contract shall be made without prior written approval ofthe Texas Department of Transportation.

PARTS. INSURANCE

5.01 PRIOR TO PURCHASE ORDER AWARD: The vendor shall provide the reguired TxDOT insurance form upon written notice from TxDOT. Vendor shall not perform sen/ices under the purchase order until this form is received by TxDOT. Failure to provide proof of insurance within the time frame reguested by TxDOT may result in the vendor's response being declared non-responsive and the purchase order being awarded to the next responsive, responsible respondent.

5.02 DURING TERM OF PURCHASE ORDER: The vendor shall maintain all reguired insurance coverage throughout the term of the purchase order. The vendor shall provide a correct TxDOT insurance form each time its insurance is renewed or updated. Failure to provide this form promptly may be cause for discontinuance ofthe work and termination of the purchase order.

5.03 WAIVER OF SUBROGATION ENDORSEMENT: The vendor's Worker's Compensation insurance policy shall have a waiver of subrogation endorsement in favor of TxDOT. TxDOT will allow deductible policies. The vendor shall pay the deductible amount.

5.04 WORKERS' COMPENSATION INSURANCE: Amounts of coverage are minimums and notice provisions are statutory (Texas Labor Code Chapter 406 and Title 28 Texas Administrative Code Chapter 110). The vendor is responsible for both Federal and State Unemployment Insurance coverage and Standard Workers' Compensation Insurance coverage:

5.05 WORKERS' COMPENSATION INSURANCE FOR BUILDING AND CONSTRUCTION SERVICES: The vendor is responsible for providing Workers' Compensation Insurance for Building and Construction Sen/ices. Building or construction includes:

(a) erecting or preparing to erect a structure, including a building, bridge, roadway, public utility facility, or related appurtenance;

(b) remodeling, extending, repairing, or demolishing a structure; or

(c) otherwise improving real property or an appurtenance to real property through similar activities.

The vendor shall provide workers' compensation insurance for building and construction sen/ices in accordance with Title 28 Texas Administrative Code §110.110(c)(7).

(a) Definitions (applicable only to this Section 5.05):

(1) Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81,

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TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage tor the person's or entity's employees providing sen/ices on a project, tor the duration ot the project.

(2) Duration ot the project - inciudes the time trom the beginning otthe work on the project untii the vendor's/person's work on the project has been compieted and accepted by the governmental entity.

(3) Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the sen/ices the vendor has undertaken to perform on the project, regardless of whether that person contracted directly with the vendor and regardless of whether that person has employees. This includes, without limitation, independent vendors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide sen/ices on the project. "Services" include, without limitation, providing, hauling, or delivering eguipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets.

(b) The vendor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory reguirements ofTexas Labor Code, Section 401.011(44) for all employees of the vendor providing sen/ices on the project, for the duration of the project.

(c) The Vendor must provide a certificate of coverage to TxDOT prior to being awarded the purchase order.

(d) If the coverage period shown on the vendor's current certificate of coverage ends during the duration of the project, the vendor must, prior to the end of the coverage period, file a new certificate of coverage with TxDOT showing that coverage has been extended.

(e) The vendor shall obtain from each person providing sen/ices on a project, and provide to TxDOT:

(1) a certificate of coverage, prior to that person beginning work on the project, so TxDOT will have on file certificates of coverage showing coverage for all persons providing services on the project; and

(2) no later than seven days after receipt by the vendor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project.

(f) The vendor shall retain all reguired certificates of coverage for the duration of the project and for one year thereafter.

(g) The vendor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the vendor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project.

(h) The vendor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are reguired to be covered, and stating how a person may verify coverage and report lack of coverage.

(i) The vendor shall contractually reguire each person with whom it contracts to provide sen/ices on a project, to:

(1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory reguirements of Texas Labor Code, Section 401.011(44) for all of its employees providing sen/ices on the project, for the duration of the project;

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(2) provide to the vendor, prior to that person beginning work on the project, a certiticate ot coverage showing that coverage is being provided tor aii employees ot the person providing services on the project, tor the duration ot the project;

(3) provide the vendor, prior to the end ot the coverage period, a new certiticate ot coverage showing extension ot coverage, it the coverage period shown on the current certiticate ot coverage ends during the duration ot the project;

(4) obtain trom each other person with whom it contracts, and provide to the vendor:

(a) a certiticate ot coverage, prior to the other person beginning work on the project; and

(b) a new certiticate ot coverage showing extension ot coverage, prior to the end ot the coverage period, it the coverage period shown on the current certiticate ot coverage ends during the duration ot the project;

(5) retain aii reguired certiticates ot coverage on tiie tor the duration otthe project and tor one year thereafter;

(6) notity TxDOT in writing by certitied maii or personal delivery, within 10 days atter the person knew or should have known, ot any change that materially attects the provision ot coverage ot any person providing services on the project; and

(7) contractually reguire each person with whom it contracts, to perform as reguired by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services.

(j) By signing the purchase order or providing or causing to be provided a certificate of coverage, the vendor is representing to TxDOT that all employees of the vendor who will provide sen/ices on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the vendor to administrative penalties, criminal penalties, civil penalties, or other civil actions.

(k) The vendor's failure to comply with any of these provisions is a breach of contract by the vendor which entitles TxDOT to declare the purchase order void if the vendor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity.

5.06 COMMERCIAL GENERAL LIABILITY INSURANCE: Bodily Injury/Property Damage Reguired coverage shall at a minimum, be inclusive of the limits listed on the insurance form noted on the solicitation.

5.07 COMMERCIAL AUTOMOBILE POLICY: Reguired coverage shall at a minimum, be inclusive of the limits listed on the insurance form noted on the solicitation.

PART 6. VENDOR PERSONNEL MANAGEMENT

6.01 INDEPENDENT CONTRACTOR It is expressly understood and agreed to by both parties that TxDOT is contracting with the vendor as an independent contractor. As such, vendor understands and agrees that individuals performing sen/ices in connection with the purchase order are not state employees, and that the vendor shall be responsible and liable for the safety, injury, and health of its and its subcontractor's working personnel while its employees or subcontractor's employees are performing work for TxDOT. Should the vendor subcontract any of the services reguired in the purchase order, the vendor expressly acknowledges and agrees that TxDOT is in no manner liable to any subcontractor of the vendor. In no event shall this provision relieve vendor of the responsibility for ensuring that all sen/ices rendered under all subcontracts are rendered in compliance with the contract.

6.02 WORK HOURS: All work by the vendor shall be performed between the hours of 8:00 AM and 5:00 PM, Monday through Friday except on regularly observed state or federal holidays unless otherwise specified in the solicitation.

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6.03 ALCOHOLAND DRUGFREEWORKPLACE: TxDOT is committed to maintaining an aicohoi and drug tree wori<piace. Possession, use ot or being under the intiuence ot aicohoi or controiied substances by vendor's employees while in the performance of any sen/ice is prohibited. Violation of this reguirement shall constitute grounds for termination of the purchase order. Vendor's employees shall comply with TxDOT's policy prohibiting smoking in TxDOT buildings.

6.04 REPLACEMENT OF PERSONNEL: If TxDOT determines a vendor's employee or vendor subcontractor performing under this purchase order is unable to perform in accordance with the service reguirements or to communicate effectively, or is in the opinion of TxDOT, otherwise objectionable, the vendor shall immediately remove that employee or subcontractor.

6.05 LABOR/MATERIAL/EQUIPMENT: The vendor shall provide all labor, material, and eguipment necessary to furnish the goods or perform the service(s) throughout the term of the purchase order. All employees of the vendor shall be a minimum of seventeen (17) years of age and experienced in the type of work to be performed. No visitors, wives, husbands, children or other relatives of the vendor's employees will be allowed on state property during working hours, unless they are bona fide employees of the vendor.

6.06 ENGLISH SPEAKING STAFF: The vendor shall at all times have a minimum of one English speaking employee on the job. All employees shall be well-groomed and appropriately dressed when on TxDOT property.

6.07 FELONY CRIMINAL CONVICTIONS: Vendor represents and warrants that neither vendor nor any of vendor's employees have been convicted of a felony criminal offense, or that, if such a conviction has occurred, vendor has fully advised TxDOT as to the facts and circumstances surrounding the conviction and vendor agrees to defend, hold harmless, and indemnify TxDOT from any loss or claim due to any such employees.

6.08 SUBCONTRACTING REQUIREMENTS: In accordance with Government Code Sections 2161.181-182 and 34 TAC §20.11 and pursuant to the CPA Historically Underutilized Business (HUB) Rules, 34 TAC, §20.14, and Transportation DBE/HUB/SBE Rules, 43 TAC 9.50-.57 (relating to Disadvantaged Business Enterprises, HUB and Small Business Enterprises, DBE/HUB/SBE) all state agencies entering into a contract with an expected value of $100,000 or more over the life of the contract (including renewals) shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine if it is probable for subcontracting opportunities under the contract. If subcontracting opportunities are probable the state agency will state such probability in its bids, proposals, offers, or other applicable expression of interest and reguire the submission of a HUB Subcontracting Plan (HSP). The HSP, if acceptable to the agency, will be a provision ofthe contract. The HSP, if reguired, may be found at: http://www.dot.state.tx.us/gsd/purchasing/purchasing.htm.

6.09 PAYMENT OF SUBCONTRACTORS: As provided by Government Code Section 2251.022 Time for Payment by Vendor:

(a) A vendor who receives a payment from a governmental entity shall pay a subcontractor the appropriate share ofthe payment not later than the 10th day after the date the vendor receives the payment.

(b) The appropriate share is overdue on the 11th day after the date the vendor receives the payment.

6.10 VENDOR TITLE VI AFFIRMATIONS: The vendor affirms the following, with regard to the work performed by it under the purchase order:

(a) Vendor and its subcontractors shall not discriminate on the grounds of race, color, national origin, sex, age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of eguipment. The vendor shall not participate either directly or indirectly in any discriminatory employment practices. Failure by the vendor to carry out these reguirements is a material breach of any contract awarded and may result in the termination of the contract or such other remedy as TxDOT deems appropriate.

(b) In any solicitations for subcontractors, including procurements of materials or leases of eguipment and in all solicitations either by competitive bidding or negotiation made by the vendor for work to

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be pertormed under a subcontract, each potentiai subcontractor or suppiier shaii be notitied by the vendor ot the vendor's and subcontractor's obiigations under its purchase order relative to nondiscrimination on the grounds ot race, coior, national origin, sex, age, or disability.

(c) During the pertormance ot this contract, the contractor, tor itselt, its assignees and successors in interest (hereinatter reterred to collectively in this subsection (c) as the "contractor") agrees as tollows:

(1) Compliance with Regulations: The contractor will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs ot the U.S. Department ot Transportation , the Federal Highway Administration, as they may be amended trom time to time, which are herein incorporated by reference and made a part ot this contract.

(2) Nondiscrimination: The contractor, with regard to the work pertormed by it during the contract, will not discriminate on the grounds ot race, color, or national origin in the selection and retention ot subcontractors, including procurements ot materials and leases ot eguipment. The contractor will not participate either directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set to rth in Appendix B ot 49 CFR Part 21.

(3) Solicitations tor Subcontracts, Including Procurements ot Materials and Eguipment: In all soiipitatipns, either by competitive bidding, or negotiation made by the contractor tor work to be pertormed under a subcontract, including procurements ot materials, or leases ot eguipment, each potential subcontractor or supplier will be notitied by the contractor ot the contractor's obligations under this contract and the Acts and the Regulations relative to Nondiscrimination on the grounds ot race, color, or national origin.

(4) Intormation and Reports: The cpntraptpr will prpvide all intprmatipn and repprts reguired by the Apts, the Regulatipns, and direptives issued pursuant the ret p and will permit appess tp its bppks, repprds, apppunts, pther spurpes pt intprmatipn, and its tapilities as may be determined by TxDOT pr the Federal Highway Administratipn (FHWA) tp be pertinent and tp aspertain ppmplianpe with suph Apts, Regulatipns, and instruptipns. Where any intprmatipn reguired pt a ppntraptpr is in the explusive ppssessipn pt anpther whp tails pr refuses tp furnish this intprmatipn, the ppntraptpr will SP pert ity tp TxDOT pr the FHWA, as apprppriate, and shall set fprth what effprts it has made tp pbtain the intprmatipn.

(5) Sanptipns fpr Npnppmplianpe: In the event pf a ppntraptpr's npnppmplianpe with the npndispriminatipn prpvisipns pf this ppntrapt, TxDOT will imppse suph ppntrapt sanptipns as it pr the FHWA may determine tp be apprppriate, inpluding, but npt limited tp:

a) withhplding payments tp the ppntraptpr under the ppntrapt until the ppntraptpr ppmplies; and/pr

b) panpelling, terminating, pr suspending a ppntrapt, in whple pr in part.

(6) Inpprppratipn pf Prpvisipns: The ppntraptpr will inplude the prpvisipns pf paragraphs (1) thrpugh (6) in every subppntrapt, inpluding prp pure ments pf materials and leases pf eguipment, unless exempt by the Apts, the Regulatipns and direptives issued pursuant theretp. The ppntraptpr will take aptipn with respept tp any subppntrapt pr prppurement as TxDOT pr the FHWA may dirept as a means pf enfprping suph prpvisipns inpluding sanptipns fpr npn-ppmplianpe. Prpvided, that ifthe ppntraptpr beppmes invplved in litigatipn with, pr is threatened with litigatipn by, a subppntraptpr pr supplier bepause pf suph direptipn, the ppntraptpr may reguest TxDOT tp enter intp any litigatipn tp prptept the interests pf TxDOT. In additipn, the ppntraptpr may reguest the United States tp enter intp the litigatipn tp prptept the interests pf the United States.

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(d) The contractor agrees to compiy with the provisions ot Appendix A attached hereto, which is incorporated by reference and made a part hereof

6.11 E-VERIFY: Pursuant to Executive Order RP-80, Vendor certities and ensures that tor aii contracts tor sen/ices. Vendor shaii, to the extent permitted by iaw, utiiize the United States Department ot iHomeiand Security's E-Verity system during the term otthis agreement to determine the eiigibiiity ot:

(a) Aii persons employed by Vendor during the term ot this agreement to perform duties within the State ofTexas; and

(b) Aii persons, including subcontractors, assigned by Vendor to perform work pursuant to this agreement.

Violation of this provision constitutes a material breach of this agreement.

PART 7. DISPUTE RESOLUTION

7.01 DISPUTE RESOLUTION In accordance with Government Code, Chapter 2260, TxDOT has established a dispute resolution process in 43 Texas Administrative Code §§9.1 and 9.2 to resolve disputes that may arise between TxDOT and the vendor under the purchase order in 43 Texas Administrative Code §§9.1 and 9.2 (the dispute resolution process described by Government Code Chapter 2260 and 43 TAC §§9.1 and 9.2 referred to herein as the "dispute resolution process"). The dispute resolution process shall be used by TxDOT and the vendor to resolve disputes arising under the purchase order, including without limitation any claim for breach of contract. The contested case process provided in Chapter 2260 is the vendor's sole and exclusive process for seeking a remedy for an alleged breach of contract by TxDOT if the parties are unable to resolve their disputes as described above. Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking consent to sue from the Legislature under Chapter 107, Civil Practices and Remedies Code. Neither the execution of the contract by TxDOT nor any other conduct of any representative of TxDOT relating to the contract shall be considered a waiver of sovereign immunity to suit. Notwithstanding any provision of the purchase order to the contrary, unless otherwise agreed in writing by TxDOT, the vendor shall continue performance and shall not be excused from performance during the period of contract claim or dispute is pending; however, the vendor may suspend performance during the pendency of such claim or dispute if the vendor has complied with all provisions of Section 2251.051, Texas Government Code, and such suspension of performance is expressly applicable and authorized under that law.

PART 8. CONTRACT TERMS

8.01 TERM OF CONTRACT: The term of the contract shall be as stated on the purchase order.

8.02 ORDER OF PRECEDENCE: In the event of conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the order specified on the purchase order.

8.03 TERMINATION OF A PURCHASE ORDER

(a) FOR CAUSE: If vendor fails to provide a good or sen/ice according to the provisions of the purchase order or fails to comply with any term or condition of the purchase order, or if any representation or certification made in the purchase order or any related document is false, incomplete or inaccurate, TxDOT may immediately terminate the purchase order upon written notice to the vendor. TxDOT may, at its option, re-solicit or award the purchase order to the next lowest responsive and responsible respondent. The defaulting vendor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work unless the specification or scope of work is significantly changed. If vendor defaults on the purchase order, TxDOT may purchase the goods or sen/ice elsewhere and charge any increase in cost to the defaulting vendor. TxDOT may impose sanctions, debar or suspend the vendor for abandonment or default(s) on the purchase order. Termination is not an exclusive remedy, but will be in addition to any other remedies TxDOT may have by law, in eguity, or under the contract. TxDOT may exercise any other right, remedy or privilege which may be available to it under applicable law or may proceed by appropriate court action to enforce the provisions of the contract. The exercise of any of the foregoing remedies will not constitute a termination of the

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contract uniess TxDOT notities the vendor in writing prior to the exercise ot such remedy. The vendor shaii be responsibie tor aii costs and expenses, including court costs, incurred by TxDOT with respect to the enforcement ot any otthe remedies iisted herein.

(b) FOR OONVENiENOE: The purchase order may be terminated in whoie or in part, without penalty, by either party by providing thirty (30) days written notice to the other party. In the event ot such termination, the vendor shall, unless otherwise agreed in writing, cease all work immediately upon the effective date of termination. TxDOT will be liable only for payments for goods or sen/ices ordered before the termination date. With regard to services, TxDOT will pay the vendor the purchase order price prorated for acceptable sen/ice performed up to the date specified in the notice of termination. Termination under this paragraph shall not relieve the vendor of any obligation or liability that has occurred prior to termination. The vendor shall refund any balance of unused prepaid funds.

8.04 SALE OR ASSIGNMENT: The purchase order is void if sold or assigned to another company without written approval from TxDOT. Written notification of changes to company name, address, telephone number, etc. shall be provided to TxDOT as soon as possible but not later than thirty (30) days from the date of change.

8.05 RENEWAL OF BLANKET PURCHASE ORDER FOR GOODS: A blanket purchase order for goods may be renewed for up to three additional like periods of time at the original price, terms and conditions, and any approved changes. Any changes will be clearly detailed in the amended purchase order.

8.06 RENEWAL OF PURCHASE ORDER FOR SERVICES: The purchase order may be renewed for up to three additional like periods of time at the same terms and conditions, or as otherwise stated in the solicitation, provided both parties agree in writing to do so prior to the expiration of the purchase order.

8.07 RENEWAL OF PURCHASE ORDER FOR NEGOTIATED GOODS OR SERVICES

(a) The purchase order may be renewed for up to three additional like periods of time at the same terms and conditions, or as otherwise stated in the solicitation, provided both parties agree in writing to do so prior to the expiration of the purchase order.

(b) For purchase orders issued using the RFP or RFO method of purchase, TxDOT reserves the right to negotiate additional time if circumstances reguire. TxDOT and the vendor may negotiate additional time and price based on the deliverable or need in the best interest ofthe state and TxDOT.

8.08 EXTENSION OF PURCHASE ORDERS

(a) TxDOT reserves the right to extend a purchase order for time only past the stated term to allow the vendor to complete the reguirements or to accommodate unanticipated events or reguirements prior to the expiration of the purchase order.

(b) A purchase order in its final renewal period may be further extended for time and money for a period up to ninety (90) days at the option of TxDOT.

(c) The vendor may reguest a time only extension of a purchase order by submitting written justification to TxDOT. TxDOT will approve or decline the reguest for extension in writing. An extension will only be effective if it is issued by the TxDOT purchasing department in the form of a purchase order change notice.

8.09 SEVERABILITY CLAUSE: In the event that any provision(s) ofthis purchase order may later be determined to be invalid, void, or unenforceable, then the remaining provisions of this purchase order shall remain in full force and effect.

8.10 BINDING EFFECT AND SURVIVAL OF OBLIGATIONS

(a) By executing this purchase order, the vendor binds itself, its respective successors and assignees, to the faithful performance of the terms and conditions and provisions of the purchase order.

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(i:: ) Expiration or termioatioo ot tiie poroiiase order toraoy reason siiaii oot reiease veo iiabiiities or oi ^ iigations set tortii in tiie termsand oonditions and poroiiase order or any wori^ order tbat are expressiy stated to sorvive any soob expiration or termination or wbiob by tbeir natore are intended to be appiioabietoiiowing soob expiration or termination, inoioding any and aii provisions regarding oontidentiaiity,indemnitioation, transition, reoords, aodit, property rigbts, dispoteresoiotion,invoioe and tees veritioation Upon expiration or termination ot tbe porobase ordertorany reason,Txi^OTsbaii retain ownership ot aii associated wori^prodootsand dooomentation obtained trom or oreated by tbe vendor onder tbe porobase order Vendor sbaii deiiveraii doooments or otber wori^prodoottoTxi^OTopon regoest,inoioding originai versions it so speoitied in tbe regoest

(o) Tbe term ot servioe stated on tbe porobase order is binding on tbe vendor regardiess ottbe term on tbe originating agenoy oontraot or its porobase order

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Appendix A

During the pertormance ot this contract, the contractor, tor itseit, its assignees, and successors in interest (hereinatter reterred to in this Appendix A as the "contractor") agrees to compiy with the toiiowing nondiscrimination statutes and authorities; including but not limited to:

Pertinent Nondiscrimination Authorities:

Title VI otthe Civil Rights Act ot 1964 (42 U.S.C. § 2000d et seg., 78 stat. 252), (prohibits discrimination on the basis ot race, color, national origin); and 49 CFR Part 21. The Unitorm Relocation Assistance and Real Property Acguisition Policies Act ot 1970, (42 U.S.C. § 4601), (prohibits untair treatment ot persons displaced or whose property has iDeen acguired because ot Federal or Federal-aid programs and projects); Federal-Aid Highway Act ot 1973, (23 U.S.C. § 324 et seg.), (prohibits discrimination on the basis ot sex); Section 504 otthe Rehabilitation Act ot 1973, (29 U.S.C. §794 et seg.), as amended, (prohibits discrimination on the basis ot disability); and 49 CFR Part 27; The Age Discrimination Act ot 1975, as amended, (42 U.S.C. § 6101 et seg.), (prohibits discrimination on the basis ot age); Airport and Airway Improvement Act ot 1982, (49 U.S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act ot 1987, (PL 100-209), (Broadened the scope, coverage and applicability ot Title VI ot the Civil Rights Act ot 1964, The Age Discrimination Act ot 1975 and Section 504 otthe Rehabilitation Act ot 1973, by expanding the detinition ot the terms "programs or activities" to include all otthe programs or activities ot the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally tunded or not); Titles II and III ot the Americans with Disabilities Act, which prohibit discrimination on the basis ot disability in the operation ot public entities, public and private transportation systems, places ot public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department ot Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis ot race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental ettects on minority and low-income populations; Executive Order 13166, Improving Access to Sen/ices tor Persons with Limited English Proticiency, and resulting agency guidance, national origin discrimination includes discrimination because ot limited English proticiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX ot the Education Amendments ot 1972, as amended, which prohibits you trom discriminating because ot sex in education programs or activities (20 U .S.C. 1681 et seg).

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Appendix B

^ Texas Department of Transportation

fR\ O RITY IN v o l CE AN D EARLY PAY MENT PRO C RAM

Tifi OT is offeri np in im porlnt proprim to ill bidderslfiitproMde youlhe cfp cftuni tv to pri cf iti: e v ur in '«ce p rocessin g ind recei * p i p en ts socfl . Hi e p reg nm gives en roll ed wn d cf s en h meed ben eft from im pro wd in voice p rocessin g to pri aif',' h ind li ng to cisti 1 d m cem ent ind tech nologv efi d encies:

1. %if electronic inwice submissions ire sentto cue (Ucentriiized mlilbox is exposed tomJtipleregionil cf diuacnil mailbox iocationsjsimphfvng submission and tracking.

I %u wll receive in vacediti %lidition crrejecticfl notices v thin 2+ hours; prod ing quick feed bick on your submission.

3. Yo ur i n vo ic es wi II rec e ive priority' proc essing with Accounts Pa ,abl e; ge ttin g vo ur in wi ce p aid faste r.

4. Yourpavments wll be accelerated from /ou r con tractu al tertiis;p rovid ing v u cash sooner.

5. You wll recei ve detailed rem ittan ce state m ents;providin g an easvrecon ci Nation ofin voice payments.

Bidder s, ccfi trictcf s th it p irticipi t mustselectcde ofthe options belovj pop iJite the req tired inform iticn ind sign. TxDOTdoes not set th e Priority In wice Process ng in d E irlv Pi'p en t Disco in t per ce ntig e (%) rite. TxDO Tis permitting Youfie flexib ilitv to d eterm inetiie lozeleriticd discountpercentige (S)rite tint best fits von b usiness req uirements

Option 1

I I I am already enro W and pankipadr in the program and recf v ng its ir&ty e-lnvoic ig aid ea-ty oayi ier: beiefiis

Option 2

I j Ves, I wculd like to •i nrcl In the Pnority hmia discoLitpe'centagei '; rate: |

pmyzr * ne 'cilo*lrg prcxwd xce watkr

MODaysmWW

Option 3

I I \3jdonoi<win3ii<(*dwnuycf:I^Pnohtylnw<ePm(^^

vendor iriformation

First Name;

Tille:

i w Name

eMail:

Telephone.

Company

Siqnature;,

' ^ A D O T r e s c v s Ihe rig hi laa pp ratwa' "S /d^nyp naposed ' sbs . la learn Ture aba ul lha p rggrama hd i2 be neFil tvci l hi ip://wAr,v.ixdai .g?*/bini'»ni\*ndo n^epp.hi I I ITOSPM t W I h J promts m spKW b i . ct 118441 T"xDOT[ P 1844^33-i*J7| or via taw il 41 « r ^ p^yg iwJsi

THIS PAGE SHOULD BE RETURNED AS PART OF THE BID

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PURCHASE - Texas Department of Transportation

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