RFP 2025-P07 Lease and Use of the Hays County Sports Complex.pdf

RFP 2025-P07 Lease and Use of the Hays County Sports Complex Page 1 of 40

SOLICITATION, OFFER

AND AWARD

Hays County Purchasing Office

712 S. Stagecoach Trail, Suite 1012 San Marcos, Texas 78666

Solicitation No.:

RFP 2025-P07 Lease and Use of the Hays County Sports

Complex Date Issued: March 4, 2025

SOLICITATION

Vendors must submit bids as listed: One (1) original and one (1) digital copy on a thumb drive at the Hays County Purchasing Office at the address shown above or Electronically through BidNet Direct and one (1) hard copy at the Hays County Purchasing Office at the address shown above until:

10:00 a.m. local time March 28, 2025.

Proposals received after the time and date set for submission will be returned unopened.

For information please email:

purchasing@hayscountytx.gov

Questions concerning this RFP must be received in writing no later than 5:00

March 18, 2025.

Phone No.: (512) 393-2278

OFFER (Must be fully completed by Respondent)

In compliance with the above, the undersigned offers and agrees to furnish all items or services awarded at the prices stipulated for each item delivered at the designated point(s) and within the time specified herein. Award shall include all solicitation documents and attachments.

MANUALLY SIGN ALL COPIES SUBMITTED. SIGNATURE IS MANDATORY.

Respondent Respondent’s Authorized Representative Entity Name:

Mailing Address:

Name:

Title:

Email Address:

Phone No.:

Signature: Date:

Name, Email Address and Phone No. of person authorized to conduct negotiations on behalf of Respondent:

NOTICE OF AWARD (To be completed by County) Funding Source: Awarded as to item(s): Contract Amount:

Vendor: Term of Contract:

This contract issued pursuant to award made by Commissioners Court on:

Date: Agenda Item:

Important: Award notice may be made on this form or by other Authorized official written notice.

Hays County Judge

Date

Hays County Clerk Date mailto:purchasing@hayscountytx.gov

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Table of Contents

Solicitation, Offer and Award

I. RFP Submittal Checklist

II. Summary

III. Specifications

A. Introduction

B. Scope of Work

C. Qualifications

D. Proposal Requirements

E. Evaluation Criteria

F. Submittal Requirements

G. Award of Contract

H. Warranty of Performance

IV. General Terms and Conditions for Solicitations

V. Vendor Reference Form

VI. Certificate of Interested Parties

VII. Conflict of Interest Questionnaire

VIII. Code of Ethics

IX. HUB Practices

X. House Bill 89 Verification

XI. Iran, Sudan, and Foreign Terrorist Organization Certification (TGC 2252)

XII. Israel Boycott Certification Form (TGC 271.002)

XIII. Prohibition of Energy Company Boycott Certification Form (TGC 2274)

XIV. Debarment and Licensing Certification

XV. Vendor/Bidder’s Affirmation

XVI. Federal Affirmation and Solicitation Acceptance

XVII. Related Party Disclosure Form

Attachment A: Survey & Location Map

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I. RFP Submittal Checklist

This checklist is provided for the Vendor’s convenience and identifies documents that MUST be submitted for the bid/proposal to be considered responsive, as well as the required forms requested by Hays County.

A COMPLETE SOLICITATION RESPONSE PACKAGE INCLUDES:

The following forms MUST be returned for the bid/proposal to be considered responsive:

____ 1. Solicitation, Offer and Award Form completed and signed & Proposal

____ 2. Organization’s Current Bylaws & Financial Records

____ 3. Vendor Reference Form

Required Forms by Hays County:

____ 1. Conflict of Interest Questionnaire

____ 2. Code of Ethics

____ 3. HUB Practices

____ 4. House Bill 89 Verification

____ 5. Iran, Sudan, and Foreign Terrorist Organization Certification (TGC 2252)

____ 6. Israel Boycott Certification (TGC 2271.002)

____ 7. Prohibition of Energy Company Boycott Certification (TGC 2274)

____ 8. Debarment & Licensing Certification

____ 9. Vendor/Bidder’s Affirmation

____ 10. Federal Affirmations and Solicitation Acceptance

____ 11. Related Party Disclosure Form

____ 12. System for Award Management (www.SAM.gov) Entity Registration Page

____ 13. Any addenda applicable to this solicitation

Hays County will accept bids/proposals, by the stated due date by one of the following methods:

____ 1. Electronic Submission of Bid Packet through BidNet Direct and one (1) hard copy delivered, within 24 hours of proposal due date, in a sealed envelope with the Solicitation Number and Vendor’s name on the outermost envelope addressed to: Hays County Purchasing, 712 S Stagecoach Trail, Suite 1012, San Marcos, TX 78666

OR

____ 2. One (1) original bid packet and one (1) digital copy on a thumb drive in a sealed envelope with the Solicitation Number and Vendor’s Name on the outermost envelope, addressed to:

Hays County Purchasing, 712 S Stagecoach Trail, Suite 1012, San Marcos, TX 78666 http://www.sam.gov/

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II. Summary

1. Type of Solicitation: Request for Proposals (RFP)

2. Solicitation Number: RFP 2025-P07

Lease and Use of the Hays County Sport Complex

3. Issuing Office: Hays County Purchasing Office

712 S. Stagecoach Trail, Suite 1012 San Marcos, TX 78666

4. Responses to Solicitation: Sealed proposals marked with Solicitation Number and Vendor Name on the outermost envelope Manual: One (1) Original and one (1) digital copy on a thumb drive, or

Electronic: Proposals can be submitted through BidNet Direct and one (1) hard copy is required to be received within 24 hours of due date.

5. Facility Tour Monday, March 17, 2025 @ 9:00 AM (CST)

2880 Goforth Road, Kyle Attendance is not mandatory but highly encouraged to familiarize yourself with the complex and location.

6. Deadline for Responses: In issuing office no later than:

March 28, 2025; 10:00 a.m. Central Time (CT)

7. Initial Contract Term: June 2025 – June 2027

8. Optional Terms Four (4): Two-year renewals

9. Designated Contact: Hays County Purchasing

Email: purchasing@hayscountytx.gov

10. Questions & Answers: Questions regarding this solicitation must be made in writing and submitted to the designated contact above no later than March 18, 2025; 5:00 p.m. CT. Telephone inquiries will not be accepted. Questions may be submitted by email to the address above. Answers to questions will be provided in the form of an addendum posted after the question deadline on the CivicPlus, BidNet Direct, and ESBD websites for the benefit of all potential respondents. The County reserves the right to contact the person submitting a question to clarify the question received, if necessary. Each clarification, supplement, or addenda to this RFP, if any, will be posted on the CivicPlus, BidNet Direct and ESBD websites. All potential or actual respondents are responsible for monitoring the websites for such materials. Respondents are deemed to have notice of, and are required to comply with, any such material posted in accordance with this paragraph. Respondents should not rely upon any other sources of written or oral responses to inquiries.

mailto:purchasing@hayscountytx.gov

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11. Addenda Any interpretations, corrections or changes to this RFP and specifications will be made by addenda. Sole issuing authority of addenda shall be vested in the Hays County Purchasing Office. It is the Vendor’s responsibility to acknowledge receipt of all addenda with proposal submission.

12. Contact with County Staff: Upon issuance of this solicitation, employees and representatives of

Hays County, other than the Purchasing Office staff identified as the Designated Contact above, will not discuss the contents of this solicitation with any Vendor or its representatives. Failure of a Vendor or any of its representatives to observe this restriction may result in disqualification of any related offer. This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this procurement.

13. Websites: Plans, Specifications, and Bidding documents for pre-qualified bidders and interested non-bidders may be secured from the following websites:

www.bidnetdirect.com/hayscounty, http://www.txsmartbuy.com/sp, https://www.sanmarcostx.gov/Bids.aspx

Anticipated Schedule of Events March 7, 2025 Issuance of RFP March 17, 2025 Facility Tour @ 9:00 AM (CST) March 18, 2025 Deadline for Submission of Questions (5:00 PM CT) March 28, 2025 Deadline for Submission of Proposals (10:00 AM CT)

Late proposals will not be accepted.

June 2025 Anticipated contract award date https://www.sanmarcostx.gov/Bids.aspx

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III. Specifications A. Introduction

Hays County (Owner) is seeking proposals from a non-profit, charitable, or similar community organizations that wish to lease and make use of the Hays County Sports Complex located at 2880 Goforth Road, Kyle, Texas. The chosen organization will be allowed to offer camps, tournaments, sport-specific instructional programs and clinic, etc. so long as they are being utilized in a format to all youth with minimal restrictions. The sports complex is currently not being managed by any organization.

B. Scope of Work Hays County owns an 18+ acre park located at 2880 Goforth Road in Kyle. The complex was previously used by the North Hays County Optimist Foundation for youth baseball, softball, football, and soccer.

The complex features five (5) baseball/softball diamonds, two fields that are multi-purpose that can be used as rectangle fields as well as baseball/softball fields, as well as a basketball court. The Complex features two buildings, bathrooms, playscape area and bleachers. The awarded organization is responsible for the day-to-day maintenance and continual upkeep of the facilities and supplies. All programs and activities offered at the County-owned property must be open to the public to serve a public purpose. Proposals must provide a detailed list of the activities and programs to be provided by the Organization, see Section D. Proposal requirements for further details.

Requirements:

The awarded organization should meet the following or similar requirements:

• Operate as a non-profit, charitable, or similar organization under the laws set forth for incorporation in the state of Texas.

• Must have published bylaws that provide for the election of board members and officers, as well as overall governance of the organization/association.

• At a minimum, the organization must convene four board meetings annually.

• Recreation should be the primary focus, with some higher-level of play, and develop balanced teams through the team selection process.

• Ensure adult supervision is present in an official capacity for every league practice, official game, tournament game, camp or clinic.

• Encourage staff, coaches, volunteers, and agents to conduct themselves as positive role models exemplifying proper sportsmanship, cooperation, and appropriate behavior. The organization will validate the quality of adult leadership by requiring statewide criminal background checks of all head coaches, game officials, board members, and any other person acting in an official capacity with the organization directly overseeing children. Background checks are valid for a one-year period.

• Ensure all head coaches are certified for coaching youth by a national, state, or local accredited coaching certification program that is recognized by the County.

• Ensure fiscal responsibility by establishing and operating according to generally accepted accounting principles and practices. All income derived from the use of County owned or leased facilities shall be used solely to defray costs and expenses of legitimate activities.

Utilities:

The awarded organization will be responsible for and will pay promptly for all utility services for the leased premises, including but not limited to any electricity, gas, water, and sewage charges assessed on the leased premises during the term of the lease.

Capital Improvements

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Lessee will not be permitted to alter the leased premises without the prior written approval of the Hays County Commissioner Court. Additionally, should consent be granted to construct improvements, the Lessee shall acquire no ownership, title, property rights, or property interest in or to the leased premises other than the leasehold interest conveyed by the lease agreement between the Lessee and the County.

Cleaning and Maintenance Day-to-day cleaning, repairs, and maintenance of the buildings and public grounds will be the sole responsibility of the successful proposer. Lessee shall be contractually bound to keep the leased premises in a clean, sanitary, and safe condition in accordance with all applicable federal, stale, and local regulations at its sole cost and expense. Lessee shall not allow any nuisance(s) to exist with respect to the leased premises.

• Trash: The organization is responsible for collecting litter daily from fields, dugouts, restrooms, concession areas, etc. and placing into trash receptacles. Full trash bags should be pulled and taken to the designated park dumpster for disposal. Trash pickup will be at the expense of awarded organization.

• Restrooms: The organization is responsible for the restroom needs, such as toilet paper soap , soap dispensers, trash cans, etc. The Organization must ensure that the restrooms are in a clean, sanitary condition during the day and at the conclusion of each scheduled day. If the restrooms are closed and portable restrooms are ordered, one should be an accessible portable restroom.

• Facility Upkeep: The organization is responsible for all the field lining including painting and chalking. All paint must be approved by Hays County. Routine field prep after inclement weather is the responsibility of the organization. The organization is responsible for dragging the ball fields. Maintenance buildings, concession buildings, storage areas, and other park facilities used during a sport season should be maintained throughout each season.

Fencing/Gate should be locked daily.

• Field Maintenance: All fields must be maintained to ensure they are in a safe playable condition.

• Concession And Storage Areas: Organization must always follow proper health code standards during concession operations. Concession stands, refrigerators, and coolers should be cleaned, and food removed after each season. It is the organizations responsibility to always maintain the concession stand in a clean sanitary and acceptable conditions.

Renting the Facility (Tournaments/Practices) Organization shall inform the County of their standard rental fees. To rent the fields and/or facility for practices, games, and /or tournaments the organization must:

• Develop a written document statin the terms of the agreement for practices & tournaments, and any associated fees.

• Require the renter to provide insurance coverage listing the County as additionally insured. The amount must be a minimum of $1,000,000 per occurrence and $2,000,000 aggregate.

• Keep records of all tournaments and event to share with the County, as requested.

Other Costs In addition to its obligations stated in the lease agreement, the Lessee shall pay, or cause to be paid, all other costs necessary for its use and operations of the leased premises.

C. Qualifications The following minimum requirements must be demonstrated in order for the submission to be considered responsive to Hays County.

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REFERENCES: Hays County requires respondent to supply with the proposal, a list of at least three (3) references where like services have been supplied by their organization for an entity of similar size within the last five (5) years.

• Include name of company, address, telephone number and name of representative.

• Include project name, project type, costs, scheduled completion and actual completion.

RESPONSIBILITY: A prospective respondent must affirmatively demonstrate respondent’s responsibility.

A prospective respondent must meet the following requirements:

• Have adequate financial resources, or the above ability to obtain such resources as required

• Be able to comply with required or proposed delivery schedule

• Have a satisfactory record of performance

• Have a satisfactory record of integrity and ethics

• Have a satisfactory safety record and safety policies

• Be otherwise qualified and eligible to receive an award

TIME OF PERFORMANCE: It is imperative that the prospective respondent respond to County requests in a timely manner and comply with required or proposed delivery schedules. Please describe how you intend to respond to and track County requests.

SYSTEM FOR AWARD MANAGEMENT: Respondent and its Principals may not be debarred or suspended nor otherwise have an exclusion record created in the System for Award Management (SAM) website.

Include verification that the company as well as the company's principals are not listed (are not debarred) through the System for Award Management (www.SAM.gov). Enclose a printout of the Entity Registration page that shows your firm is in active status and is not expired.

D. Proposal Requirements Proposals shall be prepared simply and economically, providing a straightforward, concise description of the respondent’s ability to meet the requirements of this RFP. Emphasis shall be on the quality, completeness, clarity of content, responsiveness to the requirements, and the understanding of the County’s Needs.

Proposals shall not exceed twenty (20) pages (10 sheets front and back) in length, but not including:

• Front and Rear Covers

• Letter of Transmittal: RFP Subject Line, name of Vendor, address, telephone number, name of contact person, and signed by the individual authorized to negotiate for and contractually bind the company.

• Table of Contents

• Appendix materials (any required forms, see RFP Submittal Checklist, and addenda from Hays

County)

Items that count towards the 20-page limit

• Profile & Experience of the Organization

Organization information shall include: Organization legal name of the respondent, principal place of business, number of years in business, and description of organization including identification of number of staff dedicated to the project.

Provide bylaws and Mission Statement for the organization Narrative of the organization's experience in providing the services described in the scope of work to public sector entities comparably in size and project scope.

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Describe any other facets of your organization and your organization’s experience that are relevant to this proposal that have not been previously described or which you feel would distinguish your firm from other firms submitting proposals.

List any judgement, claims, arbitration proceedings, or suits filed or outstanding against your organization or its officers for the last 5 years.

• Financial Stability:

Submit the most recent audited balance sheet and profit-and-loss statement.

Proposals will be evaluated based on financial strength and the ability to support your long-term obligations under the agreement, understanding the fact that the services of this contract could extend for multiple years.

• Key Personnel Provide resumes of all individuals associated with the organization, their title, and how long they have served the organization.

Provide an organizational chart containing the names, telephone numbers and email address of the individuals associates with the organization.

• Organizational Structure and Program Overview

Respondents will be evaluated on the extent to which organization personnel are qualified to administer and provide quality programming that serves the greater public good as well as maintaining the complex.

Provide a description of your Program format and overview:

o Detailed plans for practices, game days, tournaments, camps, and clinics, etc.

o Details on how recreational teams will be formed (ex. Draft, by age, by grade) o Provide proposed registration dates and deadlines for each season o Provide details of how the organization will handle registration of participants and teams. (ex. Online, walk-in, main-in, late registration, method of payments, etc.)

o Proposed start and end dates of each league o Grievance process

Staffing (league administrators, field monitors, officials, scorekeepers, etc.)

Coaches (background checks, trainings, certifications, etc.)

Provide rules governing league and tournament play Any other information that would be helpful in determining the qualifications, organizational skills, and resources of the applicants.

• Program Fees

Provide an estimated cost per individual, per season for recreational league or similar participants

If a competitive/select division is offered, provide the estimated total registration cost per team and cost per individual.

Provide proposed cost for tournaments, clinics, and camps, etc.

Include the estimated number of individual participants per program.

Sheet size is limited to 8½” x 11” sheets only, using 12-point font. The organizational chart is permissible to use an 11” x “17” sheet (one-sided) and a font smaller than 12-point for the organizational chart, provided text is clearly legible. It is permissible to use a font smaller than 12-point for graphics, provided text is clearly legible.

The proposal must be submitted with a continuous binding (e.g. – spiral, GBC, etc.) along the left edge;

no other binding will be accepted and should not exceed twenty (20) pages, ten (10) pages front and back, not including the appendix materials.

Any data that is to be considered confidential in nature must be clearly marked as such and will be treated as confidential by Hays County only to the extent allowable by the Texas Public Information Act, RFP 2025-P07 Lease and Use of the Hays County Sports Complex Page 10 of 40

Texas Government Code, Chapter 552.001, et seq. Information not so marked shall be deemed “contracting information” and subject to disclosure upon request in accordance with the Texas Public Information act, Texas Government ode Chapter 552.

E. Evaluation Criteria Per Texas Government Code, Chapter 2269.254, the Evaluating Committee will evaluate each respondent’s proposal based on a comprehensive set of criteria. Proposals received shall be evaluated and ranked by the County according to the below criteria.

At the County’s discretion, submitting entities may be requested by the Evaluating Committee to conduct interviews as part of the evaluation process, prior to making recommendations to Commissioners Court regarding award.

Interview (optional) Ranking

F. Submittal Requirements The Company must deliver their proposal to the Hays County Purchasing Office by one of the following methods by the specified deadline. Electronic and hard copy submission shall be an exact duplicate.

Mailed or Dropped off Proposals:

• One (1) original proposal with required forms manually signed by the respondent with original signatures

• One (1) digital copy of the full proposal with all required forms on a thumb drive

Electronic Proposals:

• Upload proposal as one (1) file with required forms manually signed by the respondent.

(through BidNet Direct)

• One (1) original proposal with required forms manually signed by the respondent, delivered to the Hays County Purchasing Office. Either the original or Electronic Bid (through BidNet Direct)

Evaluation Criteria Maximum Score Points

Select a whole number from the list provided for each question (decimal or unlisted rating score are not permitted)

Program Fees 20 20 = Significantly Exceeds Requirements 16 = Exceeds Requirements 12 = Meets ALL Requirements 8 = Marginally Meets Requirements 0 = Does not meet Requirements

Profile and Experience of the Organization

35 35 = Significantly Exceeds Requirements 28 = Exceeds Requirements 21 = Meets ALL Requirements 14 = Marginally Meets Requirements 0 = Does not meet Requirements

Organizational Structure and Program Overview

45 45 = Significantly Exceeds Requirements 36 = Exceeds Requirements 27 = Meets ALL Requirements 18 = Marginally Meets Requirements 0 = Does not meet Requirements

Total Evaluation Points 100

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MUST be received by the due date and time to be considered responsive. Physical copy must be received in the Hays County Purchasing Office within 24 hours of proposal due date.

LATE SUBMITTALS WILL NOT BE ACCEPTED.

ALTERING PROPOSALS: Any interlineations, alteration, or erasure made before receiving time must be initialed by the signer of the proposal, guaranteeing authenticity.

WITHDRAWING OF PROPOSAL: A proposal may be withdrawn at any time prior to the official opening.

After the official opening, proposals may not be amended, altered or withdrawn without the recommendation of the County Purchasing Agent and the approval of Commissioners Court.

FORMS: All proposals must be submitted on the forms provided in this solicitation document. Changes to solicitation forms made by respondents shall disqualify the proposal.

REPONDENT’S ACCEPTANCE: by submitting a response to this RFP, the respondent certifies that is has fully read and understands the terms, conditions and statements of this request for proposals and has knowledge of the scope of the quality of services to be furnished and intends to adhere to the provisions described herein.

It is the practice of Hays County to encourage local participation and to promote and encourage contracting and subcontracting opportunities for locally owned businesses and labor in all contracts.

The County of Hays does not discriminate on the basis of race, color, national origin, sex, religion, age and disability in employment or the provision of services. Hays County is an Affirmative Action/Equal Opportunity Employer and strives to attain goals for Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u), as amended. Section 3 Residents and Business Concerns, Minority Business Enterprises, Small Business Enterprises and Women Business Enterprises are encouraged to submit proposals.

G. Award of Contract BASIS OF AWARD. The County reserves the right to accept in part or in whole any proposals submitted and waive any technicalities for the best interest of the County.

The proposal award shall be based on but not necessarily limited to, the following factors:

• Special needs and requirements of Hays County

• Vendors past performance record with Hays County

• Hays County’s evaluation of vendor’s ability to perform

• Vendor’s references

CONTRACT: This proposal, when properly accepted by Hays County shall constitute a contract equally binding between the successful bidder and Hays County. No negotiations, decisions, or actions shall be initiated or executed by any vendor as a result of any discussions with any County employee. Only those communications that are in writing from the Purchasing Agent shall be considered as a duly authorized expression on behalf of the County. No oral agreements either expressed or implied will be considered in fulfilling this contract. No additional terms will become part of this contract with the exception of Commissioners Court approved change orders.

RESPONDENT AGREES, if this proposal is accepted, to furnish any and all services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specifications. The period for acceptance of the proposal will be ninety (90) calendar days.

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H. Warranty of Performance The successful respondent expressly warrants that all services specified in the RFP will be performed with care and diligence and in accordance with all specifications of the RFP. The successful bidder agrees to correct any deficiencies in performance of services upon notification by the County and without additional expense to the County.

CONTINUING NON-PERFORMANCE of the respondent, in terms of specifications, shall be basis for the termination of the contract by the County. The County shall not pay for merchandise/services that are unsatisfactory. Failure to perform any provision will constitute a default of contract, in which case, corrective action shall take place within ten (10) days from the date of written notice citing the nature of breach. Failure to take corrective action or to provide a satisfactory written reply excusing such failure within the prescribed ten (10) days will authorize the County to terminate this agreement by written notice.

COMPLIANCE WITH LAWS: The successful Respondents shall comply with all applicable federal, state and local laws and regulations pertaining to the practice of the profession and the execution of the duties under the solicitation. Any contract executed as a result of this RFP shall be governed by the laws of the State of Texas.

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IV. General Terms and Conditions for Solicitations Applicable To: Request for Proposal (RFP)

1. GENERAL DEFINITIONS:

a. "Auditor" means the Hays County Auditor or his/her designee.

b. "Commissioners Court" means Hays County Commissioners Court.

c. “Contract” means the contract awarded pursuant to the RFP.

d. “Contractor” means a person or firm receiving an award of contract from Commissioners Court.

e. "County" means Hays County, Texas, a political subdivision of the State of Texas.

f. "County Building" means any County owned buildings and does not include buildings leased by County.

g. "Is doing business" and "has done business" mean:

i. Paying or receiving in any calendar year any money or other valuable thing which is worth more than $250 in the aggregate in exchange for personal services or for purchase of any property or property interest, either real or personal, either legal or equitable; or

ii. Loaning or receiving a loan of money; or goods or otherwise creating or having in existence any legal obligation or debt with a value of more than $250 in the aggregate in a calendar year;

iii. But does not include any retail transaction for goods or services sold to a Key Contracting Person at a posted, published, or marked price available to the general public.

h. "Purchasing Agent" means the Hays County Purchasing Agent.

i. “Sub-contractor” means a person or firm doing business with a Contractor.

2. FUNDING: Funds for payment on this Contract have been provided through the County budget approved by

Commissioners Court for this fiscal year only. State of Texas statutes prohibit the obligations and expenditure of public funds beyond the fiscal year for which a budget has been approved. However, the cost of items or services covered by this Contract is considered a recurring requirement and is included as a standard and routine expense of Hays County to be included in each proposed budget within the foreseeable future. County Commissioners expect this to be an integral part of future budgets to be approved during the period of this Contract except for unanticipated needs or events which may prevent such payments against this Contract.

However, County cannot guarantee the availability of funds and enters into this Contract only to the extent such funds are made available. The Fiscal Year for County extends from October 1st of each calendar year to September 30th of the next calendar year.

3. FUNDING OUT: Despite anything to the contrary in this Contract, if, during budget planning and adoption, Commissioners Court fails to provide funding for this Contract for the following fiscal year of County, County may terminate this Contract after giving Contractor thirty (30) calendar days written notice that this Contract is terminated due to the failure to fund it.

4. INVOICING/PAYMENTS:

a. Contractor shall provide County with an Internal Revenue Form W-9, Request for Taxpayer Identification

Number and Certification, that is completed in compliance with the Internal Revenue Code and its rules and regulations before any Contract funds are payable.

b. As a minimum, invoices shall include: (i) name, address, and telephone number of Contractor and similar information in the event payment is to be made to a different address; (ii) County Contract or Purchase Order number; (iii) identification of products or services as outlined in this Contract; (iv) quantity or quantities, applicable unit prices, total prices, and total amount; and (v) any additional payment information called for by this Contract. County will not pay invoices that are in excess of the amount authorized by the purchase order.

c. Payment shall be made by check or warrant by County upon satisfactory delivery and acceptance of products and services and submission of an invoice to the address below:

County Auditor 712 S Stagecoach Trail, Suite 1071 San Marcos, Texas 78666

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d. Payment shall be deemed to have been made on the date of mailing of the check or warrant. For purposes of payment discounts, time will begin upon satisfactory delivery of products and services and/or submission of acceptable invoice, whichever is last. Partial payments will not be made unless specifically requested and approved by County prior to Contract award.

e. Accrual and payment of interest on overdue payments shall be governed by Tex. Gov't Code Ann., ch.

2251.

5. COUNTY TAXES: If the Contractor subsequently becomes delinquent in the payment of County taxes, it will be grounds for cancellation of the contract. Despite anything to the contrary, if the contractor is delinquent in payment of County property taxes at the time of invoicing, Contractor assigns any payments to be made for performance under this contract to the County Tax Assessor-Collector for the payment of delinquent taxes.

6. PROMPT PAYMENT ACT: TEX. GOV'T CODE ANN., ch 2251 (Vernon Supp. 1995) requires that payments be made within 30 calendar days. If County fails to pay within 30 days, interest on overdue amounts is subject to Chapter 2251, Texas Government Code. The law does not apply if the terms of a federal grant, contract, regulation, or statute prevent local governments from making timely payments with federal funds. Contractors and subcontractors must pay their suppliers interest if the supplier is not paid within 10 calendar days after the contractor or subcontractor receives payment. Contractors must apply for interest payments within 6 months of submitting a proper invoice if they believe such interest was due but not paid. Interest begins accruing 30 days after either of the following, whichever is later; (i) satisfactory delivery or performance has been completed, or (ii) a correct invoice is received at the designated place.

7. FOB POINT: Delivery of all products under this contract, if any, shall be made Free on Board to final destination, at the address shown in this contract or as indicated on each Purchase Order placed against this contract. The title and risk of loss of the goods shall not pass to County until acceptance takes place at the F.O.B. point.

8. INSPECTION AND ACCEPTANCE: The County office or department receiving items pursuant to this contract shall inspect and accept only those items that are satisfactory to them and reject those items which are damaged or which do not conform to specifications. Contractor shall be responsible for the proper labeling, packing, and delivery to final destination, including replacement of rejected deliveries.

9. VARIATION IN QUANTITY: No variation in the quantity of any item called for by this contract will be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this contract.

10. OFFICIALS NOT TO BENEFIT: If a member of Commissioners Court belongs to a cooperative association, the County may purchase equipment or supplies from the association only if no member of the Commissioners Court will receive a pecuniary benefit from the purchase, other than as reflected in an increase in dividends distributed generally to members of the association.

11. NONDISCRIMINATION; CIVIL RIGHTS/ADA COMPLIANCE:

a. Contractor shall not engage in employment practices that have the effect of discriminating against employees or prospective employees because of age, race, color, sex, creed, national origin or handicapped condition.

b. Contractor shall provide all services and activities required in a manner that would comply with the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, Public Law 93-1122, Section 504, and with the provisions of the Americans with Disabilities Act of 1990, Public Law 101-336 [S.933] if Contractor were an entity bound to comply with these laws.

12. CHANGES:

a. This Contract may be amended only by written instrument signed by both County and Contractor. It is acknowledged by Contractor that NO OFFICIAL, EMPLOYEE, AGENT OR REPRESENTATIVE OF COUNTY

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HAS ANY AUTHORITY, EITHER EXPRESS OR IMPLIED, TO CHANGE THE SCOPE OF THIS CONTRACT OR OTHERWISE AMEND THIS CONTRACT, OR ANY ATTACHMENTS HERETO, UNLESS EXPRESSLY GRANTED

THAT AUTHORITY BY THE COMMISSIONERS COURT.

b. Contractor shall submit all requests for changes to this Contract or any attachment(s) to it to the Purchasing Agent. The Purchasing Agent shall present Contractor's requests to Commissioners Court for consideration.

13. REPRESENTATIONS:

a. Contractor represents that he has thoroughly examined the drawings, specifications, schedule, instructions and all other contract documents. Contractor has made all investigations necessary to be thoroughly informed regarding plant and facilities for delivery of material, equipment and/or services as required by the proposal conditions.

b. The Contractor's delivery time includes weekends and holidays.

c. Contractor certifies that he is a qualified, bondable business entity that he is not in receivership or contemplates it and has not filed for bankruptcy. He further certifies that the Company, Corporation, Partnership, or Sole Proprietorship is not delinquent with respect to payment of County property taxes.

d. Contractor warrants that all applicable patents and copyrights which may exist on items that will be supplied under the contract have been adhered to and further warrants that County shall not be liable for any infringement of those rights. Warranties granted County shall apply for the duration of this contract or for the life of equipment or supplies purchased, whichever is longer. County must not extend use of the granted exclusive rights to any other than County employees or those with whom County has established a relationship aimed at furthering the public interest, and then only for official public uses. County will not knowingly or intentionally violate any applicable patent, license, or copyright. Contractor must indemnify County, its officers, agents, and employees against all claims, suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's fees arising in connection with any alleged or actual infringement of existing patents, licenses or copyrights applicable to items sold.

e. The Contractor warrants that upon execution of a contract with the County, he will not engage in employment practices which have the effect of discriminating against employees or prospective employees because of age, religion, race, color, sex, creed, handicap, or national origin and will submit reports as the County may require to assure compliance.

f. Contractor warrants to County that all items delivered, and all services rendered will conform to the specifications, drawings, or other descriptions furnished or incorporated by reference, and will be of merchantable quality, good workmanship, and free from defects. Contractor further agrees to provide copies of applicable warranties or guarantees to the Purchasing Agent. Copies will be provided within 10 days after the Notice of Award is issued. Return of merchandise under warranty shall be at Contractor's expense.

14. SUBCONTRACTS:

a. Contractor shall not enter into any subcontracts for any service or activity relating to the performance of this Contract without the prior written approval or the prior written waiver of this right of approval from County. IT IS ACKNOWLEDGED BY CONTRACTOR THAT NO OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF COUNTY HAS THE AUTHORITY TO GRANT SUCH APPROVAL OR WAIVER UNLESS

EXPRESSLY GRANTED THAT SPECIFIC AUTHORITY BY THE COMMISSIONERS COURT.

b. If a subcontract is approved, Contractor must make a "good faith" effort to take all necessary and reasonable steps to ensure HUBs maximum opportunity to be subcontractors under this Contract.

Contractor must obtain County approval of all proposed HUB subcontractors through the Purchasing Agent. Failure by Contractor to make a good faith effort to employ HUBs as subcontractors constitutes a breach of this Contract and may result in termination of this Contract.

15. ASSIGNMENT:

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a. The parties to this Contract shall not assign any of the rights or obligation hereunder without the prior written consent of the other party. No official, employee, representative or agent of County has the authority to approve any assignment under this Contract unless that specific authority is expressly granted by Commissioners Court.

b. The terms, provisions, covenants, obligations and conditions of this Contract are binding upon and inure to the benefit of the successors in interest and the assigns of the parties to this Contract if the assignment or transfer is made in compliance with the provisions of this Contract.

c. Contractor remains responsible for the performance of this Contract when there is a change of name or change of ownership. If a change of name is required, the Purchasing Agent shall be notified immediately. No change in the obligation of or to Contractor will be recognized until it is approved by Commissioners Court.

16. DISPUTES AND APPEALS: The Purchasing Agent acts as the County representative in the issuance and administration of this contract in relation to disputes. Any document, notice, or correspondence not issued by or to the Purchasing Agent or other authorized County person, in relation to disputes is void unless otherwise stated in this contract. If the Contractor does not agree with any document, notice, or correspondence issued by the Purchasing Agent, or other authorized County person, the Contractor must submit a written notice to the Purchasing Agent within ten (10) calendar days after receipt of the document, notice, or correspondence, outlining the exact point of disagreement in detail. If the matter is not resolved to the Contractor’s satisfaction, Contractor may submit a written Notice of Appeal to the Commissioners Court, through the Purchasing Agent, if the Notice is submitted within ten (10) calendar days after receipt of the unsatisfactory reply. Contractor then has the right to be heard by Commissioners Court.

17. MEDIATION: When mediation is acceptable to both parties in resolving a dispute arising under this Agreement, the parties agree to use a mutually agreed upon mediator, or a person appointed by a court of competent jurisdiction, for mediation as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Unless both parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation shall remain confidential as described in §154.073 of the Texas Civil Practice and Remedies Code, unless both parties agree, in writing, to waive the confidentiality.

18. FORCE MAJEURE: If the performance by either party of any of its obligations under this Contract is interrupted or delayed due to an act of God or the common enemy or as the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not a party to this Contract, then it shall be excused from performance for such period of time as is reasonably necessary to remedy the effects thereof.

19. NON-WAIVER OF DEFAULT:

a. No payment, act or omission by County may constitute or be construed as a waiver of any breach or default of Contractor which then exists or may subsequently exist. No official, agent, employee or representative of County may waive any breach of any term or condition of this Contract unless expressly granted that specific authority by the Commissioners Court.

b. All rights of County under this Contract are specifically reserved, and any payment, act or omission shall not impair or prejudice any remedy or fight to County under it. Any right or remedy in this Contract shall not preclude the exercise of any other right or remedy under this Contract or under any law, nor shall any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies.

20. TERMINATION FOR DEFAULT: Failure by either County or Contractor to perform any provisions of this Contract shall constitute a breach of contract. Either party may require corrective action within ten (10) calendar days after date of receipt of written notice citing the exact nature of the other's breach. Failure to take corrective action or failure to provide a satisfactory written reply excusing such failure within the ten (10) calendar days shall constitute a default. The defaulting party shall be given a twenty (20) calendar day period within which to

RFP 2025-P07 Lease and Use of the Hays County Sports Complex Page 17 of 40 show cause why this Contract shall not be terminated for default. All notices for corrective action, breach, default or show cause on behalf of County shall be issued by the Purchasing Agent or County legal representative only, and all replies to the same shall be made in writing to the County Purchasing Agent or County legal representative at the address provided herein. Notices issued by or to anyone other than the Purchasing Agent or County legal representative shall be null and void and shall be considered as not having been issued or received. County reserves the right to enforce the performance of this Contract in any manner prescribed by law in case of default and may contract with another party with or without competition or further notification to the contractor. At a minimum, Contractor shall be required to pay any difference in the cost of securing the services covered by this Contract or compensate for any loss or damage to the County derived hereunder if it becomes necessary to contract with another source because of a default, plus reasonable administrative costs and attorney's fees. In the event of termination for default, County, its agents or representatives, shall not be liable for loss of any profits anticipated under this Contract.

21. TERMINATION FOR CONVENIENCE: County reserves the right to terminate this Contract upon thirty (30) days written notice for any reason deemed by the Commissioners Court to serve the public interest, or resulting from any governmental law, ordinance, regulation, or court order. Termination for convenience shall not be exercised with the sole intention of awarding the same or similar contract requirements to another source. In the event of such termination, County shall pay Contractor those costs directly attributable to work done in preparation for compliance with this Contract prior to termination; provided, however, that no costs shall be paid which are recoverable in the normal course of the business in which Contractor is engaged, nor shall County pay any costs which can be mitigated through the sale of supplies or inventories. If County pays for the cost of supplies or materials obtained for use under this Contract those supplies or materials shall become the property of County and shall be delivered to the FOB point shown in this Contract, or as designated by the Purchasing Agent. County shall not be liable for loss of any profits anticipated under this Contract.

22. GRATUITIES: Contractor shall not provide any gratuity in any form, including entertainment, gifts, or otherwise, to any employee, buyer, agent, or representative of County with a view to securing a contract, or securing favorable treatment with respect to the award or amendment, or the making of any determination with respect to the performance of this Contract. County may terminate this Contract if it is found that gratuities of any kind including entertainment, or gifts were offered or given by the Contractor or any agent or representative of the Contractor, to any County Official or employee with a view toward securing favorable treatment with respect of this contract. If this Contract is terminated by the County pursuant to this provision, County shall be entitled, in addition to any other rights and remedies, to recover from the Contractor at least three times the cost incurred by Contractor in providing the gratuities.

23. COVENANT AGAINST CONTINGENT FEES: Contractor represents and warrants that no persons or selling agency has been retained to solicit this Contract upon an understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial selling agencies maintained by the Contractor to secure business. For breach or violation of this warranty, County shall have the right to terminate this Contract without liability, or in its discretion to, as applicable, add to or deduct from the Contract price for consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

24. COUNTY ACCESS: Contractor shall maintain and make available for inspection, audit or…