3-12 - SUPPLEMENTAL CONDITIONS.docx

12 – Supplemental Terms and Conditions

Venue & Governing Law Respondent hereby agrees and acknowledges that venue and jurisdiction of any suit, right, or cause of action arising out of or in connection with the Solicitation, the Contract and any Ensuing Agreement(s), shall lie exclusively in either Williamson County, Texas or in the Austin Division of the Western Federal District of Texas, and the parties hereto expressly consent and submit to such jurisdiction. Furthermore, except to the extent that the Solicitation, the Contract and any Ensuing Agreement(s) is governed by the laws of the United States, the Solicitation, the Contract and any Ensuing Agreement(s) shall be governed by and construed in accordance with the laws of the State of Texas, excluding, however, its choice of law rules.

Incorporation by Reference and Precedence The Contract shall be derived from the Solicitation and its Addenda (if applicable), and Respondent's Proposal. In the event of a dispute under the Contract, applicable documents will be referred to for the purpose of clarification or for additional detail in the following order of precedence:

· RFP and its Addenda (if applicable); and

· Respondent's Proposal

In the event County requires that an Ensuing Agreement be executed following award and a dispute arises between the terms and conditions of the Ensuing Agreement, the Solicitation and its Addenda (if applicable), and Respondent's Proposal, applicable documents will be referred to for the purpose of clarification or for additional detail in the following order of precedence:

· Terms and conditions of the Ensuing Agreement

· RFP and its Addenda; and

· Respondent's Proposal.

Ownership of Proposal Each Proposal shall become the property of County upon submittal and will not be returned to Respondents unless received after the submittal deadline.

Disqualification of Respondent Upon signing and submittal of the Proposal, Respondent offering to sell supplies, materials, services, or equipment to County, certifies that Respondent has not violated the antitrust laws of the State of Texas codified in Business & Commerce Code, Section 15.01, or the Federal Antitrust Laws, and has not communicated directly or indirectly the offer made to any competitor or any other person engaged in such line of business. Any or all Proposals may be rejected if County believes that collusion exists among Respondents.

Funding County intends to budget and make sufficient funds available and authorize funds for expenditure to finance the costs of the Contract. Respondent understands and agree that County's payment of amounts under the Contract shall be contingent on County receiving appropriations or other expenditure authority sufficient to allow County, in the exercise of reasonable administrative discretion, to make payments under this Contract.

Assignment, Successor & Assigns Successful Respondent may not assign, sell, or otherwise transfer the Contract or any other rights or interests obtained under the Contract without written permission of the Williamson County the Commissioners Court. The Contract and any Ensuing Agreement(s) shall be binding upon and inure to the benefit of the contracting parties hereto and their respective successors and permitted assigns.

Implied Requirements Products or services not specifically described or required in the Solicitation but are necessary to provide the functional capabilities described by Respondent, shall be implied and deemed to be included in the Proposal.

Termination for Cause County reserves the right to terminate the Contract and/or any Ensuing Agreement(s) for default if Successful Respondent breaches any of the Proposal specifications, terms and conditions, including warranties of Respondent, if any, or if Successful Respondent becomes insolvent or commits acts of bankruptcy. Such right of termination is in addition to and not in lieu of any other remedies County may have at law or in equity or as may otherwise be provided hereunder. Default may be construed as, but not limited to, failure to deliver the proper goods and/or services within the proper amount of time, and/or to properly perform any and all other requirements to County's satisfaction, and/or to meet all other obligations and requirements.

Termination for Convenience County may terminate the Contract and/or any Ensuing Agreement(s) for convenience and without cause or further liability, upon no less than thirty (30) calendar days written notice to Successful Respondent. County reserves the right to extend this period if it is in the best interest of County. In the event County exercises its right to terminate without cause, it is understood and agreed that only the amounts due to Successful Respondent for goods, commodities and/or services provided, and expenses incurred to and including the date of termination, will be due and payable. No penalty will be assessed for County's termination for convenience.

Non-performance It is the objective of County to obtain complete and satisfactory performance of the requirements set forth herein. In addition to any other remedies available at law, in equity or that may be set out herein, failure to perform may result in a deduction of payment equal to the amount of the goods and/or services that were not provided and/or performed to County's satisfaction.

In the event of such non-performance, County shall have the right, but shall not be obligated, to complete the services itself or by others and/or purchase the goods from other sources. If County elects to acquire the goods or perform the services itself or by others, pursuant to the foregoing, Successful Respondent shall reimburse County, within ten (10) calendar days of demand, for all costs incurred by County (including, without limitation, applicable, general, and administrative expenses, and field overhead, and the cost of necessary equipment, materials, and field labor) in correcting the nonperformance which Successful Respondent fails to meet pursuant to the requirements set out herein. In the event Successful Respondent refuses to reimburse County as set out in this provision, County shall have the right to deduct such reimbursement amounts from any amounts that may be then owing or that may become owing in the future to Successful Respondent.

Proprietary Information & The Texas Public Information Act All material submitted to County shall become public property and subject to the Texas Public Information Act upon receipt. If Respondent does not desire proprietary information in the Proposal to be disclosed, each page must be clearly identified and marked proprietary at time of submittal or, more preferably, all proprietary information may be placed in a folder or appendix and be clearly identified and marked as being proprietary. Failure to clearly identify and mark information as being proprietary as set forth under this provision will result in all unmarked information being deemed non-proprietary and available to the public. For all information that has not been clearly identified and marked as proprietary by Respondent, County may choose to place such information on County's website and/or a similar public database without obtaining any type of prior consent from Respondent.

County will, to the extent allowed by law, endeavor to protect from public disclosure the information that has been identified and marked as proprietary. The final decision as to what information must be disclosed, however, lies with the Texas Attorney General.

To the extent, if any, that any provision in the Solicitation or in Respondent's Proposal is in conflict with Texas Government Code, Chapter 552, as amended (the "Public Information Act"), the same shall be of no force or effect. Furthermore, it is expressly understood, and agreed, that County, and its officers and employees, may request advice, decisions and opinions of the Attorney General of the State of Texas in regard to the application of the Public Information Act to any items or data furnished to County as to whether or not the same are available to the public. It is further understood that that County, and its officers and employees, shall have the right to rely on the advice, decisions and opinions of the Attorney General, and that County, its officers and employees shall have no liability or obligation to any party hereto for the disclosure to the public, or to any person or persons, of any items or data furnished to County by a party hereto, in reliance of any advice, decision or opinion of the Attorney General of the State of Texas.

Right to Audit Successful Respondent agrees that County or its duly authorized representatives shall, until the expiration of three (3) years after termination or expiration of the services to be performed, have access to and the right to examine and photocopy any and all books, documents, papers and records of Successful Respondent, which are directly pertinent to the services to be performed or goods to be delivered for the purposes of making audits, examinations, excerpts and transcriptions. Successful Respondent agrees that County shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. County shall give Successful Respondent reasonable advance notice of intended audits.

Testing & Inspections County reserves the right to inspect and test equipment, supplies, materials and goods for quality and compliance with the Solicitation, and ability to meet the needs of the user. Demonstration units must be available for review. Should the goods or services fail to meet requirements and/or be unavailable for evaluation, County can deem Respondent to be in breach and terminate the Contract and/or any Ensuing Agreement(s).

Proposal Preparation Costs The cost of developing Proposals is the sole responsibility of Respondent and shall not be charged to County. There is no expressed or implied obligation for County to reimburse Respondent for any expense incurred in preparing a Proposal in response to the Solicitation and County will not reimburse Respondent for such expenses.

Indemnification Successful Respondent shall indemnify, defend and save harmless, County, its officials, employees, agents and agent's employees from, and against, all claims, liability, and expenses including reasonable attorneys' fees, arising from activities of Respondent, its agents, servants or employees, performed hereunder that result from the negligent act, error, or omission of Respondent or any of Respondent's agents, servants or employees, as well as all claims of loss or damage to Respondent's and County's property, equipment, and/or supplies.

Furthermore, County, its officials, employees, agents and agents' employees shall not be liable for damages to Successful Respondent arising from any act of any third party, including, but not limited to, theft. Successful Respondent further agrees to indemnify, defend and save harmless, County from its officials, employee, agents and agents' employees against all claims of whatever nature arising from any accident, injury, or damage whatsoever, caused to any person, or the property of any person, occurring in relation to Successful Respondent's performance of any services requested hereunder during the term of the Contract and/or any Ensuing Agreement(s).

Successful Respondent shall timely report all claims, demands, suits, actions, proceedings, liens or judgements to County and shall, upon the receipt of any claim, demand, suit, action, proceeding, lien or judgement, not later than the fifteenth (15th) day of each month; provide County with a written report on each such matter, setting forth the status of each matter, the schedule or planned proceedings with respect to each matter and the cooperation or assistance, if any, of County required by Successful Respondent in the defense of each matter. Successful Respondent's duty to defend, indemnify and hold County harmless shall be absolute. It shall not abate or end by reason of the expiration or termination of the Contract and/or any Ensuing Agreement(s), unless otherwise agreed by County in writing. The provisions of this section shall survive the termination of the Contract and shall remain in full force and effect with respect to all such matters no matter when they arise. In the event of any dispute between the parties, as to whether a claim, demand, suit, action, proceeding, lien or judgement, that appears to have been caused by or appears to have arisen out of or in connection with acts or omissions of County, Respondent shall nevertheless fully defend such claim, demand, suit or action, proceeding, lien or judgement, until and unless there is a determination by a court of competent jurisdiction that the acts and omissions of Respondent are not an issue in the matter.

Successful Respondent's indemnification shall cover, and Successful Respondent agrees to, indemnify County, in the event County is found to have been negligent for having selected Successful Respondent to perform the work described in this request. The provision by Successful Respondent of insurance shall not limit the liability of Successful Respondent under the Contract and/or any Ensuing Agreement(s).

Waiver of Subrogation Successful Respondent and Successful Respondent's insurance carrier waive any and all rights whatsoever with regard to subrogation against County as an indirect party to any suit arising out of personal or property damages resulting from Respondent's performance under this Contract and any Ensuing Agreement(s).

Relationship of Parties Successful Respondent shall be an independent contractor and shall assume all of the rights, obligations, liabilities, applicable to it as such independent contractor hereunder and any provisions herein which may appear to give County the right to direct Successful Respondent as to details of doing work herein covered, or to exercise a measure of control over the work, shall be deemed to mean that Successful Respondent shall follow the desires of County in the results of the work only. County shall not retain or have the right to control Successful Respondent's means, methods or details pertaining to Successful Respondent's performance of the work. County and Successful Respondent hereby agree and declare that Successful Respondent is an independent contractor and as such meets the qualifications of an "Independent Contractor" under Texas Workers Compensation Act, Texas Labor Code, Section 406.141, that Successful Respondent is not an employee of County, and that Successful Respondent and its employees, agents and subcontractors shall not be entitled to workers compensation coverage or any other type of insurance coverage held by County.

Sole Provider Successful Respondent agrees and acknowledges that it shall not be considered a sole provider of the goods and/or services described herein and that County may contract with other providers of such goods and/or services if County deems, at its sole discretion, that multiple providers of the same goods and/or services will serve the best interest of County.

Force Majeure If the party obligated to perform is prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of said party, the other party shall grant such party relief from the performance. The burden of proof for the need of such relief shall rest upon the party obligated to perform. To obtain release based on force majeure, the party obligated to perform shall file a written request with the other party.

Severability If any provision of the Solicitation, the Contract or any Ensuing Agreement(s) shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision thereof, but rather the entire RFP, Contract or any Ensuing Agreement(s) will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligation of the parties shall be construed and enforced in accordance therewith. The parties acknowledge that if any provision of the Solicitation, the Contract or any Ensuing Agreement(s) is determined to be invalid or unenforceable, it is the desire and intention of each that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, give effect to the intent of the Solicitation, the Contract or any Ensuing Agreement(s) and be deemed to be validated and enforceable.

Equal Opportunity Neither party shall discriminate against any employee or applicant for employment because of race, color, sex, religion or national origin.

Notice Any notice to be given shall be in writing and may be distributed by personal delivery, or by registered or certified mail, return receipt requested, addressed to the proper party, at the following address:

County: Williamson County Purchasing Department Attn: Purchasing Agent 100 Wilco Way, Suite P101 Georgetown, Texas 78626

Respondent: Address set out in Respondent's Transmittal Letter

Notices given in accordance with this provision shall be effective upon (1) receipt by the party to which notice is given, or (2) on the third (3rd) calendar day following mailing, whichever occurs first.

Sales & Use Tax Exemption County is a body, corporate and politic, under the laws of the State of Texas and claims exemption from sales and use taxes under Texas Tax Code, Section 151.309, as amended, and the services and/or goods subject hereof are being secured for use by County.

Compliance with Laws County and Successful Respondent shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any matter affecting the performance of the Contract and any Ensuing Agreement(s), including, without limitation, Workers' Compensation laws, salary and wage statutes and regulations, licensing laws and regulations. When required, Successful Respondent shall furnish County with certification of compliance with said laws, statues, ordinances, rules, regulations, orders, and decrees above specified.

Incorporation of Exhibits, Appendices & Attachments All of the Exhibits, Appendices and Attachments referred to herein are incorporated by reference as if set forth verbatim herein. Any conflicting terms in the Contract documents will be resolved at the sole discretion of the Commissioners Court.

No Waiver of Immunities Nothing herein shall be deemed to waive, modify or amend any legal defense available at law or in equity to County, its past or present officers, employees, or agents, nor to create any legal rights or claim on behalf of any third party. County does not waive, modify, or alter to any extent whatsoever the availability of the defense of governmental immunity under the laws of the State of Texas and of the United States.

No Waiver The failure or delay of any party to enforce at any time or any period of time any of the provisions of the Solicitation, the Contract or any Ensuing Agreement(s) shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. Furthermore, no term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach.

Current Revenues The obligations of the parties under the Contract and any Ensuing Agreement(s) do not constitute a general obligation or indebtedness of County for which County is obligated to levy, pledge, or collect any of taxation. It is understood and agreed that County shall have the right to terminate the Contract and any Ensuing Agreement(s) at the end of any County fiscal year if the governing body of County does not appropriate sufficient funds as determined by County's budget for the fiscal year in question. County may effect such termination by giving written notice of termination to Successful Respondent at the end of its then-current fiscal year.

Binding Effect This Contract and any Ensuing Agreement(s) shall be binding upon and inure to the benefit of the parties and their respective permitted assigns and successors.

Assignment Successful Respondent's interest and duties hereunder may not be assigned or delegated to a third party without the express written consent of County.

Safety Successful Respondent is responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with any services to be provided hereunder. The safety program shall comply with all applicable requirements of the current federal Occupational Safety and Health Act and all other applicable federal, state and local laws and regulations.

General Obligations & Reliance Successful Respondent shall perform all services and/or provide all goods, as well as those reasonably inferable and necessary for completion and provision of services and/ or goods required hereunder. Successful Respondent shall keep County informed of the progress and quality of the services. Successful Respondent agrees and acknowledges that County is relying on Successful Respondent's represented expertise and ability to provide the goods and/or services described herein.

Successful Respondent agrees to use its best efforts, skill, judgment, and abilities to perform its obligations in accordance with the highest standards used in the profession and to further the interests of County in accordance with County's requirements and procedures. Th e Successful Respondent's duties, as set forth herein, shall at no time be in any way diminished by reason of any approval by County, nor shall Successful Respondent be released from any liability by reason of such approval by County, it being understood that County at all times is ultimately relying upon Successful Respondent's skill and knowledge in performing the services and providing any goods required hereunder.

Contractual Development The Commissioners Court may award the Contract on the basis of the initial Proposals received, without any further or additional discussions. Therefore, each initial Proposal should contain Respondent's best terms and offer. The contents of the Solicitation and the selected Proposal will become an integral part of the Contract, but may be modified, at County's sole discretion, by provisions of an Ensuing Agreement. Therefore, Respondent must agree to inclusion in an Ensuing Agreement of the Proposal specifications, terms and conditions of the Solicitation. County may, at its discretion, opt to conduct further discussions with responsible offerors and request the highest ranked firm's Best and Final Offer (BAFO).

Entire Agreement The Contract and any Ensuing Agreement(s) shall supersede all prior Agreements, written or oral between Successful Respondent and County and shall constitute the entire Agreement and understanding between the parties with respect to the services and/or goods to be provided. Each of the provisions herein shall be binding upon the parties and may not be waived, modified, amended or altered, except by writing signed by Successful Respondent and County.

Survivability All applicable agreements that were entered into between Successful Respondent and County, under the terms and conditions of the Contract and/or any Ensuing Agreement(s), shall survive the expiration or termination thereof for ninety (90) days unless a new contract has been awarded.

County may exercise, by written notice to Successful Respondent no later than ten (10) calendar days of the Contract expiration, this clause for emergency cases only.

Payment County's payment for goods and services shall be governed by the Texas Government Code, Chapter 2251. An invoice shall be deemed overdue the thirty-first (31st) day after the later of the following:

· The date County receives the goods under the Contract;

· The date the performance of the service under the Contract is completed; or

· The date the Williamson County Auditor receives an invoice for the goods or services.

Interest charges for any overdue payments shall be paid by County in accordance with Texas Government Code, Section 2251.025. More specifically, the rate of interest that shall accrue on a late payment is the rate in effect on September 1 of County's fiscal year in which the payment becomes due. The said rate in effect on September 1 shall be equal to the sum of one (1) percent and the prime rate published in the Wall Street Journal on the first (1st) day of July of the preceding fiscal year that does not fall on a Saturday or Sunday.

In the event that an error appears in an invoice submitted by Successful Respondent, County shall notify Successful Respondent of the error not later than the twenty-first (21st) day after the date County receives the invoice. If the error is resolved in favor of Successful Respondent, Successful Respondent shall be entitled to receive interest on the unpaid balance of the invoice submitted by Successful Respondent beginning on the date that the payment for the invoice became overdue. If the error is resolved in favor of County, Successful Respondent shall submit a corrected invoice that must be paid in accordance within the time set forth above. The unpaid balance accrues interest as provided by the Texas Government Code, Chapter 2251, if the corrected invoice is not paid by the appropriate date.

As a minimum, invoices shall include:

· Name, address, and telephone number of Successful Respondent and similar information in the event the payment is to be made to a different address.

· County Contract, Purchase Order

· Identification of items or service as outlined in the Contract

· Quantity or quantities, applicable unit prices, total prices and total amount

· Any additional payment information which may be called for by the Contract

Payment inquiries should be directed to the following address:

Williamson County Auditor's Office, Accounts Payable Department Email: accountspayable@wilco.org Phone: 512-943-1500

Contractual Formation & Ensuing Agreement The Solicitation and Respondent's Proposal, when properly accepted by the Commissioners Court, shall constitute a Contract equally binding between Successful Respondent and County. Successful Respondent may be required by County to sign an additional agreement containing terms necessary to ensure compliance with the Solicitation and Respondent's proposal.

Legal Liability Information Successful Respondent shall disclose all legal liability information by listing any pending litigation, civil or criminal, or anticipated litigation that your firm is involved in including, but not limited to, potential or actual legal matters with private parties and any local, state, federal or international governmental entities. Furthermore Respondent certifies to the best of its knowledge and belief that within the last five (5) years Respondent or Respondent Related Entities have not: a. been indicted or convicted of a crime involving moral turpitude or business honesty or integrity in any jurisdiction; b. been suspended, debarred or otherwise disqualified from entering into any contract with any governmental agency; c. had any business license or professional license suspended or revoked; d. had any sanction or finding of fact imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust; and e. been, and is not currently, the subject of a criminal investigation by any federal, state or local prosecuting or investigative agency and/or civil anti-trust investigation by any federal, state or local prosecuting or investigative agency. If Respondent cannot so certify to the above, then it must submit along with its proposal, proposal or contract a written explanation of why such certification cannot be made. The Commissioners Court will determine whether a contract may be entered into with Respondent. Respondent's obligation pursuant to this certification is ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, Respondent shall have an obligation to immediately notify the Purchasing Department in writing if at any time during the term of the contract if becomes aware of any event which would cause Respondent's certification or explanation to change. Respondent acknowledges that the Commissioners Court may, in its sole discretion, terminate the contract for cause if it learns that any of the certifications made herein are currently false due to intervening factual circumstances or were false or should have been known to be false when entering into the contract. County reserves the right to consider legal liability information in the recommendation of any proposed contract to the Commissioners Court.

Confidentiality Respondent expressly agrees that it will not use any direct or incidental confidential information that may be obtained while working in a governmental setting for its own benefit, and agrees that it will not access unauthorized areas or confidential information and it will not disclose any information to unauthorized third parties, and will take care to guard the security of the information at all times.

Inclement Weather In case of inclement weather or any other unforeseen event causing County to close for business on the date of a Proposal submission deadline, the Proposal closing will automatically be postponed until the next business day County is open. If inclement weather conditions or any other unforeseen event causes delays in carrier service operations, County may issue an Addendum to all known Respondents interested in the project to extend the deadline. It will be the responsibility of Respondent to notify County of their interest in the project if these conditions are impacting their ability to turn in a submission within the stated deadline. County reserves the right to make the final judgement call to extend any deadline

Air Quality In determining the overall best Proposal, County may, to the extent applicable, exercise the option granted to local governments under the Texas Local Government Code, Section 271.907.

This option allows County to evaluate Proposals and give preference to goods and/or services of Respondent that demonstrates that Respondent meets or exceeds any and all state or federal environmental standards, including voluntary standards, relating to air quality. If the Proposal being submitted will have an effect on air quality for County (as it relates to any state, federal, or voluntary air quality standard), then Respondent is encouraged to provide information in narrative indicating the anticipated air quality impact. All Respondents are expected to meet all mandated state and federal air quality standards.

Cooperative Purchasing Program During the term of the Contract resulting from the Solicitation, County would like to afford the same prices, terms and conditions to other political subdivisions or public entities. Another entity's participation in the Contract resulting from the Solicitation is subject to a properly authorized Purchasing Cooperative Inter-local Agreement (ILA) with County. Any liability created by purchase orders issued against the Contract shall be the sole responsibility of the governmental agency placing the order.

Prevailing Wage Rates – Texas Government Code, Chapter 2258

1. Duty to Pay Prevailing Wage Rates Contractor shall pay not less than the wage scale of the various classes of labor as shown on the “Prevailing Wage Schedule”, as defined in Paragraph 2 below. The specified wage rates are minimum rates only and are not representations that qualified labor adequate to perform the Work is available locally at the prevailing wage rates. County is not bound to pay—and will not consider—any claims for additional compensation made by Contractor because Contractor pays wages in excess of the applicable minimum rate contained in the Contract Documents. The “Prevailing Wage Schedule” is not a representation that quantities of qualified labor adequate to perform the Work may be found locally at the specified wage rates.

a. For classifications not shown, workers shall not be paid less than the wage indicated for Laborers. Contractor shall notify each worker commencing work on the Project of the worker’s job classification and the established minimum wage rate required to be paid, as well as the actual amount being paid. The notice must be delivered to and signed in acknowledgement of receipt by the employee and must list both the monetary wages and fringe benefits to be paid or furnished for each classification in which the worker is assigned duties. When requested by County, competent evidence of compliance with the Texas Prevailing Wage Law shall be furnished by Contractor.

b. A copy of each worker wage rate notification shall be submitted to County with the Application for Payment for the period during which the worker began on-site activities.

2. Prevailing Wage Schedule Pursuant to Texas Government Code Section 2258.022(2), the general prevailing rate of per diem wages for each craft or type of worker needed to execute the Contract and the prevailing rate for legal holiday and overtime work shall be the most recent prevailing wage rate for Williamson County, Texas for building construction as determined by the United States Department of Labor in accordance with the Davis-Bacon Act (40 U.S.C. Section 276a et seq.), and its subsequent amendments, which are published and can be obtained online at https://sam.gov/search/?index=dbra (the “Prevailing Wage Schedule”). Should Contractor, at any time, become aware that a particular skill or trade not reflected on the Prevailing Wage Schedule will be or is being employed in the Work, whether by Contractor or by a subcontractor, Contractor shall promptly inform County and shall specify a wage rate for that skill or trade, which shall bind Contractor.

3. Penalty for Violation Contractor and any subcontractor shall pay to County a penalty of sixty dollars ($60.00) for each worker employed for each calendar day, or portion thereof, that the worker is paid less than the wage rates stipulated in the Prevailing Wage Schedule or any supplement or update thereto pursuant to Paragraph 2 above. Contractor and each subcontractor shall keep, or cause to be kept, an accurate record showing the names and occupations of all workers employed in connection with the Work and showing the actual per diem wages paid to each worker, which records shall be open at all reasonable hours for the inspection by County.

4. Complaints of Violations of Prevailing Wage Rates Within thirty-one (31) days of receipt of information concerning a violation of Texas Government Code, Chapter 2258, County shall make an initial determination as to whether good cause exists to believe a violation occurred. County’s decision on the initial determination shall be reduced to writing and sent to Contractor or subcontractor against whom the violation was alleged, and to the affected worker. When a good cause finding is made, County shall retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the Prevailing Wage Schedule and any supplements thereto, together with the applicable penalties, such amounts being subtracted from successive progress payments pending a final decision on the violation.

5. Arbitration Required if Violation not Resolved After County makes its initial determination, the affected Contractor or subcontractor and worker have fourteen (14) days in which to resolve the issue of whether a violation occurred, including the amount that should be retained by County or paid to the affected worker. If Contractor or subcontractor and affected worker reach an agreement concerning the worker’s claim, Contractor shall promptly notify County in a written document signed by the worker. If Contractor or subcontractor and affected worker do not agree before the fifteenth (15th) day after County’s determination, Contractor or subcontractor and affected worker must participate in binding arbitration in accordance with the Texas General Arbitration Act, Chapter 171, Tex. Civ. Prac. & Rem. Code. The parties to the arbitration have ten (10) days after the expiration of the fifteen (15) days referred to above, to agree on an arbitrator; if by the eleventh (11th) day there is no agreement to an arbitrator, a district court shall appoint an arbitrator on the petition of any of the parties to the arbitration.

6. Arbitration Award If an arbitrator determines that a violation has occurred, the arbitrator shall assess and award against Contractor or subcontractor the amount of penalty as provided herein and the amount owed the worker. County may use any amounts retained hereunder to pay the worker the amount as designated in the arbitration award. If County has not retained enough from Contractor or subcontractor to pay the worker in accordance with the arbitration award, the worker has a right of action against Contractor and subcontractor as appropriate, and the surety of either to receive the amount owed, attorneys’ fees and court costs. Contractor shall promptly furnish a copy of the arbitration award to County.

7. Prevailing Wage Retainage Money retained pursuant to these Prevailing Wage Rate Provisions shall be used to pay the claimant or claimants the difference between the amount the worker received in wages for labor on the Project at the rate paid by Contractor or subcontractor and the amount the worker would have received at the general prevailing wage rate as provided by the agreement of the claimant and Contractor or subcontractor affected, or in the arbitrator’s award. The full statutory penalty of sixty dollars ($60.00) per day of violation per worker shall be retained by County to offset its administrative costs, pursuant to Texas Government Code, §2258.023. Any retained funds in excess of these amounts shall be paid to Contractor on the earlier of the next progress payment or final payment. Provided, however, that County shall have no duty to release any funds to either the claimant or Contractor until it has received the notices of agreement, or the arbitration award as provided under the Contract Documents for the Project.

8. No Extension of Time.

If County determines that good cause exists to believe a violation has occurred, Contractor shall not be entitled to an extension of time for any delay arising directly or indirectly from of the procedures set forth in under the Contract Documents for the Project.

9. Contractor Defined For purposes of the above stated Prevailing Wage Rate Provisions, the term “Contractor” shall mean and include Successful Respondent.

11. Contract Defined For purposes of the above stated Prevailing Wage Rate Provisions, the term “Contract” shall mean and include the Ensuing Agreement awarded as a part of this Solicitation.

Ambiguity, Conflict, or Other Errors in Solicitation If Respondent discovers any ambiguity, conflict, discrepancy, omission or other error in the Solicitation, Respondent shall immediately notify County Purchasing Department of such error in writing and request modification or clarification of the document.

Modifications will be made by issuing Addenda. If Respondent fails to notify County prior to the date and time fixed for submission of Proposals of an error or ambiguity in the Solicitation known to Respondent, or an error or ambiguity that reasonably should have been known to Respondent, then Respondent shall be deemed to have waived the error or ambiguity or its later resolution.

County may also modify the Solicitation, no later than forty-eight (48) hours prior to the date and time fixed for submission of Proposals, by issuance of an Addendum. All Addenda will be numbered consecutively, beginning with one (1).

Authorization of Respondent Respondent shall be an individual who is authorized to bind the proposal contractually.

· If Respondent is a Corporation or Limited Liability Company, the legal name of the Corporation or Limited Liability Company shall be provided.

· If Respondent is a General Partnership, the true name of the firm shall be provided.

· If Respondent is a Limited Partnership, the name of the Limited Partner's General Partner shall be provided.

· If Respondent is a Sole Proprietor(s) (individual), each Sole Proprietor(s) shall be provided.

· If response is by an agent, other than the Sole Proprietor(s) or an officer of a Corporation, Limited Liability Company, General Partner or a member of a General Partnership, a power of attorney or equivalent document must be submitted to the Williamson County Purchasing Department.

Assumed Business Name If Respondent operates business under an Assumed Business Name, Respondent must have on file with the Williamson County Clerk a current Assumed Name Certificate and provide a file marked copy of same prior to contract award.

Economy of Presentation Proposals should not contain promotional or display materials, except as they may directly answer in whole or in part questions contained in the Solicitation. Such exhibits shall be clearly marked with the applicable reference number of the question in the Solicitation. Proposals must address the technical requirements as specified in the Solicitation. All questions posed by the Solicitation must be answered concisely and clearly. Proposals that do not address each criterion may be, at the sole discretion of County, rejected and not considered.

Rejection or Acceptance County reserves the right to reject any or all responses, or to accept any response deemed most advantageous, or to waive any irregularities or informalities in the response received that best serves the interest and at the sole discretion of County. Any acceptance to or additional terms and conditions attached to the response will not be considered unless respondent specifically and clearly references them on the front of the Solicitation response document. WARNING: Exception to or additional terms and conditions may result in disqualification of the response.

Proposal Obligation The contents of the Solicitation, Proposal, and any clarification thereof submitted by Successful Respondent shall become part of the contractual obligation and incorporated by reference into the Contract and any Ensuing Agreement(s).

Compliance with RFP Specifications It is intended that the Solicitation describe the requirements and the Proposal format in sufficient detail to secure comparable Proposal. Failure to comply with all provisions of the Solicitation may, at the sole discretion of County, result in disqualification.

Evaluation County reserves the right to use all pertinent information (also learned from sources other than disclosed in the Solicitation process) that might affect County's judgment as to the appropriateness of an award to the best evaluated Respondent. This information may be appended to the Proposal evaluation process results. Information on Respondent from reliable sources, and not within Respondent's Proposal, may also be noted and made part of the evaluation file. County shall have sole discretion for determining the reliability of the source. County reserves the right to conduct written and/or oral discussions/interviews after the Proposal opening. The purpose of such discussions/interviews is to provide clarification and/or additional information to make an award that is in the best interest of County.

Withdrawal of Proposal Respondent may withdraw its Proposal electronically. If submitted via hard-copy, proposal may be withdrawn by submitting a written request with the company letterhead and the signature of an authorized individual to the Williamson County Purchasing Department any time prior to the submission deadline.

Respondent may submit a new Proposal prior to the deadline. Alterations of the Proposal in any manner will not be considered if submitted after the deadline. Withdrawal of a Proposal after the deadline will be subject to written approval of the Williamson County Purchasing Agent.

Responsibility It is expected that Respondent will be able to affirmatively demonstrate responsibility. A Respondent should be able to meet the following requirements:

· Have adequate financial resources, or the ability to obtain such resources as required.

· Be able to comply with the required or proposed delivery schedule.

· Have a satisfactory record of performance that can be determined through references provided; and

· Be otherwise qualified and eligible to receive an award.

County may request representation and other information sufficient to determine Respondent's ability to meet these minimum standards listed above.

Purchase Orders If required by the Williamson County Purchasing Department, a purchase order(s) may be generated to Successful Respondent for goods and/or services. If a purchase order is issued, the purchase order number must appear on all itemized invoices and/or requests for payment.

Silence of Specifications The apparent silence of any RFP specifications as to any detail or to the apparent omission from it of a detailed description concerning any point, shall be regarded as meaning that only the best practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement.

Submittal Deadline The Proposal is due no later than the submittal date and time set forth in Solicitation. Contents of each Proposal shall be submitted in accordance with the Solicitation. Proposals submitted after the stated deadline will not be considered for award.

Ethics Respondent shall not accept or offer gifts or anything of value, nor enter into any business arrangement with any employee, official or agent of County.

Proposal Submittal It is preferred that Proposals be submitted electronically through the Williamson County Purchasing portal at https://wilco.bonfirehub.com; however, Respondent may submit a hardcopy (if preferred). Please be aware that submitting proposals electronically is a convenience to Respondent. County takes no responsibility for any third-party system interruption potentially causing late delivery of Respondent's submittal.

If mailed or delivered in person, Proposal and Proposal Addenda are to be delivered in sealed envelope on or before the submittal deadline, as noted in the Solicitation, to:

Williamson County Purchasing Department Attn: Proposal Name and Number 100 Wilco Way, Suite P101 Georgetown, Texas 78626

Suite Number must be clearly marked on the envelope to ensure delivery to the proper mailbox. Also, all Respondents should list their Name and Address, and the Date of the Proposal opening on the outside of the box or envelope and note "Sealed Proposal Enclosed." County will not accept any Proposals after the submittal deadline, and shall return such Proposals unopened to Respondent. County will not accept any responsibility for Proposals being delivered by third party carriers.

Proposals will be opened publicly in a manner to avoid public disclosure of contents. Only names of Respondents will be read aloud and no pricing will be announced at the opening.

Ex Parte Communication Please note that to ensure the proper and fair evaluation of a response to the Solicitation, County prohibits ex parte communication (e.g., unsolicited) initiated by Respondent to any Elected Official/Department Head, County Employee or Committee Member evaluating or considering the responses prior to the time a formal decision has been made. Questions and other communication from vendors will be permissible by the means established in the Solicitation until the day and time specified as the deadline for questions. Any communication between Respondent and County after the deadline for questions will be initiated by the appropriate County Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the response. Ex parte communication may be grounds for disqualifying the offending Respondent from consideration or award of the Solicitation then in evaluation. If Respondent violates these provisions more than once in a three (3) year period, the Purchasing Officer may debar Respondent from the sale of goods or services to County for a period not to exceed three (3) years.

Technical Contact The person identified as County's Technical Contact will have designated responsibility to ensure compliance with the requirements of the Contract and any ensuing agreement, such as but not limited to, acceptance, inspection and delivery, together with the Purchasing Department. The Technical Contact, together with the Purchasing Department, will serve as liaison between Williamson County Commissioners Court and Successful Respondent.

Initial Contract Term Successful Respondent shall provide the goods and/or services for the initial term as described in the Solicitation description.

Contract Extensions At the end of the Initial Contract Term, the Commissioners Court reserves the right to extend the Initial Contract Term, by mutual agreement of both parties, as it deems to be in the best interest of County. The extension may be negotiated if renewal indications are provided within County's timeframe which reflect renewal terms for the forthcoming policy year that are deemed by County to be competitive with current market conditions.