ECONOMIC DEVELOPMENT CORPORATION

REQUEST FOR QUALIFICATIONS NO.: 26-100023

STRUCTURAL ASSESSMENT FOR

OPEN SPACE ENTERTAINMENT VENUE

ISSUED AUGUST 28, 2026

RESPONSES MUST BE RECEIVED NO LATER THAN

5:00 PM CENTRAL TIME, SEPTEMBER 14, 2026

Responses shall be submitted online only using an online portal:

https://www.bidnetdirect.com/texas/princetontx

Interested Respondents shall register to use the online portal BidNet Direct by SOVRA. Registration is free. Contact SOVRA’s Support Team at 800-835-4603, option 2 for assistance or by email at support@bidnet.com

Pre-Submittal Conference: None.

Questions can be submitted using the online portal BidNet Direct no later than 5:00 pm CT, on September 7, 2026. Answers shall be provided in writing and posted on BidNet Direct.

Information about this solicitation can be addressed to the following Staff Person:

Maggie Metzner Purchasing Officer Office Phone 972-217-4162

TABLE OF CONTENTS

2.0 INSTRUCTIONS FOR RESPONDENTS

3.0 SCOPE OF WORK

4.0 EVALUATION & SELECTION

5.0 TERMS & CONDITIONS

6.0 SUPPLEMENTAL TERMS AND CONDITIONS

SIGNATURE PAGE

ATTACHMENT A - CONFLICT OF INTEREST QUESTIONNAIRE

ATTACHMENT B - LITIGATION DISCLOSURE STATEMENT

ATTACHMENT C – Certificate of Interested Parties (1295) Form

ATTACHMENT D – Virtual Envelope 2: Fee Schedule

2.0 INSTRUCTIONS FOR RESPONDENTS

Submissions of Statements

Proposals shall be submitted online following the instructions on the Cover Page. NO RESPONSES SHALL BE ACCEPTED BY EMAIL, MAIL, OR IN-PERSON. Respondent shall submit its response online on or before the due date stated on the Cover Page. All times stated herein are Central Time. Any documents submitted after the posted deadline shall be rejected. Any modification sent after the posted deadline stated on the Cover Page shall be rejected.

Modified Submissions

Respondents can modify a submission that has been received prior to the due date stated on the Cover Page through the online portal. Respondents may not make changes after the bids have been submitted.

Pre-Submittal Conference

Attendance to the Pre-Submittal Conference is not mandatory. Respondents may provide questions in writing through the portal.

Preparation for Submissions

Any ambiguity in the submission as a result of omission, error, unintelligible or illegible wording shall be construed in the favor of the EDC.

Correct Legal Name

This submission may be rejected, if Respondent is found to have incorrectly or incompletely stated the name of the entity providing this submission. Respondent shall list both its correct legal name and its doing business as name.

Withdrawal of Submission

Respondents may withdraw from consideration prior to the due date. Respondents may also choose not to move forward with a contract award when notified.

Prohibited Financial Interest

Respondent warrants and certifies its submission does not include a EDC Officer or employee, his or her spouse, sibling, parent, child, or other family member within one degree of consanguinity or affinity that has more than 10% financial interest in a subsequently awarded contract. The Texas Ethics Commission Questionnaire (Form CIQ) shall be completed in the event of an award: https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf.

RESTRICTIONS ON COMMUNICATION

Respondents are prohibited from communicating with EDC/City employees from the time the SOLICITATION has been released until a contract is awarded. These restrictions extend to “thank you” letters, phone calls, emails and any contact that results in the direct or indirect discussion of the SOLICITATION and/or offer submitted by Offeror. Violation of this provision by Offeror and/or its agent may lead to disqualification of the offer from consideration.

Exceptions to the restrictions on communication with EDC/City employees include:

Offerors may submit written questions, or objections to specifications concerning this solicitation through BidNet Direct on or before the date listed on page 1. Questions received after the stated deadline will not be answered.

Offerors may provide responses to questions asked of them by the Staff Contact Person after responses are received. The Staff Contact Person may request clarification to assist in evaluating the Offeror’s response. The information provided is not intended to change the offer response in any fashion. Such additional information must be provided within two business days from EDC’s request, when requested in writing. Selected Respondents may attend telephone or in-person interviews at the request of the EDC, in an attempt to determine the best qualified Offeror.

3.0 SCOPE OF WORK

The Princeton Economic Development Corporation (“EDC”), a municipal corporation and sales tax-supported municipal entity in the City of Princeton, Texas, is seeking engineering services to provide a structural inspection of an unoccupied historic cotton gin building located at 590 N 2nd Street and report findings. The subject structure is estimated to be 7,000 square feet. There are no known architectural drawings, surveys, geotechnical reports, or other pertinent documentation to review. The awarded respondent shall be required to conduct site visits to evaluate existing structural conditions. The intent is to document existing structural systems, deficiencies, and constraints affecting public uses of the building. The EDC plans to peel the bottom four rows of tin off of the walls around the entire structure.

Although the tin is not structural, the EDC needs to make sure that such removal does not in any way affect the structural integrity of the building. The EDC also needs to know all structural modifications needed to make this building, with said changes a “public space”.

A hazardous material investigation and environmental assessment shall also be conducted to identify if any contaminants, lead, asbestos and / or other chemical contaminants could be related to cotton gin use.

The intent is to obtain a report that provides descriptive analysis to turn the facility into a public space. The hazardous materials assessment shall include visual inspection and limited sampling, as deemed necessary by the consultant engineer, sufficient to identify the likely presence of asbestos-containing materials, lead-based paint, and other hazardous substances that may reasonably impact future public occupancy.

Provide structural load capacity information necessary for future occupancy determinations by the design professional and authority having jurisdiction. The report shall list and describe all corrective actions required, including estimated repairs. Documentation shall include an evaluation of the foundations, framing, load-bearing walls and columns, roofing systems, building systems (if present), and any visible cracks or structural damage, including the extent and severity of deterioration. Findings shall be substantiated with photographs and measurements where applicable. All structural findings, recommendations, and final reports shall be prepared under the responsible charge of and sealed by a Professional Engineer licensed in the State of Texas.

The newly intended use will include the replacement of electrical service and the addition of lighting and several industrial, HVLS fans, with blades that approximately 72” long (Big Ass Fan or brand equivalent) from the structural ceiling girders.

The report should shall evaluate whether preservation and reuse of the structure is technically feasible and identify required improvements to support continued use. The final report shall be provided digitally in PDF format within 30 days unless negotiated otherwise.

The proposed report shall exclude geotechnical engineering, land surveying, fire protection, façade engineering, vibration analysis, etc. Respondents are asked to provide an all-inclusive fee for the requested report. Mileage, travel time, materials, supplies, PE stamp, and other expenses required shall be rolled into an all-inclusive cost.

Photos of Interior are as follows:

4.0 EVALUATION & SELECTION

This structural site review is to include a hazardous material investigation and environmental assessment which may be either delivered by the selected firm or as a subcontractor of the selected firm. The EDC reserves the right to negotiate a fair and reasonable fee with the highest-ranked respondent. If negotiations are unsuccessful, the EDC may terminate negotiations and proceed to the next highest-ranked respondent.

This is a qualifications-based selection based on the following:

4.1 Relevant Project Experience (30 Points)

Respondent's experience with projects of similar scope, size, and complexity.

Considerations:

• Structural assessments and feasibility studies

• Site development and due diligence investigations

• Coordination with consultants for other site reviews and feasibility studies

• Commercial, industrial, municipal, or land development projects

• Experience supporting future development planning

Scoring Guide:

• 26-30: Extensive directly relevant experience

• 16-25: Good relevant experience

• 6-15: Limited relevant experience

• 0-5: Minimal or no relevant experience

4.2 Project Team Qualifications (25 Points)

Qualifications of key personnel assigned to the project.

Considerations:

• Licensed Professional Engineers (PE)

• Years of relevant experience

• Expertise in structural assessments

• Expertise in development feasibility studies

• Availability and commitment of proposed staff

• Qualifications of subconsultants that will be used

Scoring Guide:

• 21-25: Highly qualified team with strong expertise

• 11-20: Qualified team with adequate expertise

• 1-10: Limited experience or incomplete team

• 0: Unacceptable

4.3 Technical Approach and Understanding (15 Points)

Evaluate the proposer's understanding of the project objectives and methodology.

Considerations:

• Understanding of development goals

• Proposed investigation approach

• Quality of proposed deliverables and similar work performed

Scoring Guide:

• 13-15: Exceptional understanding and approach

• 9-12: Good understanding with solid methodology

• 5-8: Adequate approach

• 0-4: Weak or unclear approach

4.4 Past Performance and References (10 Points)

Evaluate demonstrated ability to successfully complete similar work.

Considerations:

• Quality of prior work

• Client satisfaction

• Ability to meet schedules

• Budget management

• Responsiveness and communication

Scoring Guide:

• 9-10: Outstanding references

• 6-8: Positive references

• 3-5: Mixed references

• 0-2: Unsatisfactory references

4.5 Capacity and Schedule (10 Points)

Respondent shall provide timeline to complete project and preferred start date if awarded this contract.

Considerations:

• Resource availability

• Proposed project schedule

• Ability to meet critical milestones

Scoring Guide:

• 9-10: Immediate availability and strong schedule

• 6-8: Adequate availability

• 3-5: Potential scheduling concerns

• 0-2: Insufficient capacity

4.6 VetHUB Certified (5 Points)

Respondent holds a Veteran Heroes United in Business certification from the Texas Comptroller of Public Accounts. https://comptroller.texas.gov/purchasing/vendor/hub/

Scoring Guide:

• 5: Provides vetHUB certification.

• 0: No vetHUB certification submitted.

4.7 Local Vendor Preference for Princeton, Texas (5 Points)

This criterion recognizes Respondents that maintain a physical business presence within the City of Princeton, Texas, and supports the EDC's objective of encouraging local economic participation and investment in the community.

Scoring Guide:

• 5 Points: Respondent maintains an established, staffed, and operational business office located within the municipal boundaries of Princeton, Texas, as of the date of the RFQ/SOLICITATION issuance and throughout the evaluation process. Documentation demonstrating the local office location shall be provided with the response. For purposes of this criterion, a qualifying local office must be a physical business location where the Respondent regularly conducts business operations and employs personnel. The office must be owned or leased by the Respondent and available for normal business activities.

• 0 Points: Respondent does not maintain a qualifying business office within Princeton, Texas, or fails to provide adequate documentation verifying the office location. A post office box (P.O. Box), mailbox service, virtual office, shared workspace without dedicated staffed operations, registered agent address, or other mail-receiving location does not satisfy the intent or requirements of this criterion and will not be considered a qualifying local office.

4.8 Two Step Process

The EDC intends to procure professional engineering services in accordance with the Texas Professional Services Procurement Act, Chapter 2254, Texas Government Code. Qualifications shall be evaluated without consideration of price. Only the highest-ranked respondent's fee proposal will be opened for negotiation.

Two virtual envelopes are requested to be submitted. Virtual Envelope 1 will include Respondent’s qualifications, references, and required ethics forms. Submissions shall be ranked by qualifications provided. Only the highest scoring firm will have the submitted Virtual Envelope 2 opened to expedite fee negotiations, if any.

5.0 TERMS & CONDITIONS

5.1 INTELLECTUAL PROPERTY OWNERSHIP

Any intellectual property created or produced as a result of this contract shall become the sole property of the EDC.

5.2 RIGHT OF REFUSAL

The EDC reserves the right to accept or reject any or all proposals, in whole or in part, to take exceptions to parts of the proposals, and to request oral and/or written clarification of proposals. Firms may be excluded from consideration for failure to comply with the requirements of the solicitation. The EDC reserves the right not to award the contract to any firm.

5.3 INCURRED PROPOSAL COST

Respondents are to prepare this proposal at their own expense. The EDC will have no liability with respect to such expenses.

5.4 NON-BINDING AGREEMENT

Acceptance of a proposal shall not form a binding contract with the selected Designer. The formation of a binding contract between the EDC and the selected firm is contingent upon execution of definitive contract documentation, in a form acceptable to EDC/City based on industry standard.

5.5 NON-RESPONSIVE PROPOSALS

Any response that fails to provide requested forms, attachments, technical requirements, price, or signed signature page as specified in this solicitation may be deemed non-responsive and not eligible for award.

5.6 INSURANCE

Prior to the commencement of service, CONTRACTOR must provide a completed Certificate of Insurance to EDC/CITY’s Finance Department. The certificate must be:

• completed by an agent and signed by a person authorized by the insurer to bind coverage on its behalf (EDC will not accept Memorandum of Insurance or Binders as proof of insurance); and

• properly endorsed and have the agent’s signature, and phone number.

Certificates may be mailed or sent via email, directly from the insurer’s authorized representative. EDC shall have no duty to pay or perform under this Agreement until such certificate and endorsements have been received and approved by EDC. No officer or employee shall have authority to waive this requirement.

If the EDC does not receive copies of insurance endorsement, then by executing this Agreement, CONTRACTOR certifies and represents that its endorsements do not materially alter or diminish the insurance coverage for this contract.

The EDC reserves the right to modify the insurance coverages, their limits, and deductibles prior to the effective period of this Agreement based on changes in statutory law, court decisions, and changes in the insurance market which presents an increased risk exposure.

CONTRACTOR shall obtain and maintain in full force and effect for the duration of this Agreement, at CONTRACTOR’S sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best’s rating of no less than A- (VII), in the following types and for an amount not less than the amount listed below. If the CONTRACTOR claims to be self-insured, they must provide a copy of their declaration page so the EDC can review their deductibles:

TYPE AMOUNTS

1. Workers' Compensation

2. Employers' Liability

Statutory $1,000,000/$1,000,000/$1,000,000

3. Commercial General Liability Insurance to include coverage for the following:

a. Premises/Operations

b. Products/Completed Operations

c. Personal/Advertising Injury

d. Contractual Liability

e. Independent Contractors*

f. Damage to property rented by you*

For Bodily Injury and Property Damage of $1,000,000 per occurrence;

$2,000,000 General Aggregate, or its equivalent in Umbrella or Excess Liability Coverage

*f) $300,000

4. Professional Liability (Errors & Omissions)

$1,000,000 per claim and aggregate

5. Business Automobile Liability

a. Owned/leased vehicles

b. Non-owned vehicles

c. Hired Vehicles

Combined Single Limit for Bodily Injury and Property Damage of $1,000,000 per occurrence

*If Applicable

CONTRACTOR must require, by written contract, that all subcontractors providing goods or services under this Agreement obtain the same insurance coverages required of CONTRACTOR and provide a certificate of insurance and endorsement that names CONTRACTOR and EDC as additional insureds. CONTRACTOR shall provide EDC with subcontractor certificates and endorsements before the subcontractor starts work.

If a loss results in litigation, then the EDC is entitled, upon request and without expense to the EDC, to receive copies of the policies, declaration page and all endorsements. CONTRACTOR must comply with such requests within 10 days by submitting the requested insurance documents to the EDC at the following address:

City of Princeton Economic Development Corporation

Finance Department 2000 E Princeton Dr.

Princeton, Texas 75407

CONTRACTOR’s insurance policies must contain or be endorsed to contain the following provisions:

• Name EDC and its officers, officials, employees, volunteers, and elected representatives as additional insureds by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with EDC. The endorsement requirement is not applicable for workers’ compensation and professional liability policies. EDC

• EDC’s insurance is not applicable in the event of a claim.

• Contractor shall submit a waiver of subrogation to include, workers’ compensation, employers’ liability, general liability and auto liability policies in favor of EDC; and

• Provide 30 days advance written notice directly to EDC of any suspension, cancellation, non-renewal or materials change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium.

Within five (5) calendar days of a suspension, cancellation, material change in coverage, or non-renewal of coverage, CONTRACTOR shall provide a replacement Certificate of Insurance and applicable endorsements to EDC. EDC shall have the option to suspend CONTRACTOR’S performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance shall constitute a material breach of this Agreement.

In addition to any other remedies EDC may have upon CONTRACTOR’S failure to provide and maintain any insurance or policy endorsements to the extent and within the time required, EDC may order CONTRACTOR to stop work and/or withhold any payment(s) which become due to CONTRACTOR under this Agreement until CONTRACTOR demonstrates compliance with requirements.

Nothing contained in this Agreement shall be construed as limiting the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’S or its subcontractors’ performance of the work covered under this Agreement.

CONTRACTOR’S insurance shall be deemed primary and non-contributory with respect to any insurance or self - insurance carried by EDC for liability arising out of operations under this Agreement.

The insurance required is in addition to and separate from any other obligation contained in this Agreement and no claim or action by or on behalf of EDC shall be limited to insurance coverage provided.

CONTRACTOR and any subcontractor are responsible for all damage to their own equipment and/or property result from their own negligence.

5.7 SUBCONTRACTORS, SUPPLIERS AND OTHERS

5.7.1 The EDC shall require Respondent to identify its Subcontractors, Suppliers, individuals, or entities to be participating on this project in advance of a specified date prior to the Effective Date of the Agreement, the apparent Successful Respondent, and any other Respondent so requested, shall within five days after Proposal opening, submit to EDC a list of all such Subcontractors, Suppliers, individuals, or entities proposed for those portions of the Work for which such identification is required. Such list shall be accompanied by an experience statement with pertinent information regarding similar projects and other evidence of qualification for each such Subcontractor, Supplier, individual, or entity if requested by EDC. If EDC, after due investigation, has reasonable objection to any proposed Subcontractor, Supplier, individual, or entity, EDC may, before the Notice of Award is given, request apparent Successful Respondent to submit a substitute. If the Substitute will cause the cost of the work to increase the EDC will agree to increase the contract price by the corresponding increase.

5.7.2 If apparent Successful Respondent declines to make any such substitution, EDC may award the Contract to the next ranked Respondent that proposes to use acceptable Subcontractors, Suppliers, individuals, or entities. Declining to make requested substitutions will not constitute grounds for forfeiture of the Proposal security of any Respondent. Any Subcontractor, Supplier, individual, or entity so listed and against which EDC makes no written objection prior to the giving of the Notice of Award will be deemed acceptable to EDC subject to revocation of such acceptance after the Effective Date of the Agreement.

5.8 LAWS AND REGULATIONS

The Proposer’s attention is directed to the fact that all applicable Texas state laws, municipal ordinances and rules and regulations of all authorities having jurisdiction over the work to be performed and services to be provided will apply to the Contract through out, and they will be deemed to be included in the Contract the same as if herein written out in full.

6.0 SUPPLEMENTAL TERMS AND CONDITIONS

6.1 INVOICING AND PAYMENT

Invoice Submissions. EDC requires all original first time invoices to be submitted directly to the Accounts Payable section of the Finance Department. The preferred method of delivery is electronically to the following e-mail address:

accountspayable@princetontx.us

Invoices submitted electronically to the e-mail address above must be in separate .pdf format file. Multiple invoices cannot be submitted in a single .pdf file; however, Vendor may submit multiple, separate invoice files in a single e-mail. Any required documentation in support of the invoice should be compiled directly behind the invoice in the same .pdf file. Each electronically submitted file must have a unique identifying name that is not the same as any other file name.

Invoices submitted by electronic submission are only considered “original” when the submission comes directly from the Vendor to Accounts Payable using this e-mail address. Vendor may courtesy copy the ordering EDC department personnel on the e-mail.

6.2 INFORMATION REQUIRED ON INVOICE

All invoices must be in a form and content approved by the EDC. EDC may require modification of invoices if necessary in order to satisfy EDC that all billing is proper and pursuant to the terms of the contract.

Invoices are required to show each EDC Purchase Order Number. Invoices must be legible. Items billed on invoices must be specific as to applicable stock, manufacturer, catalog or part number (if any). All invoices must show unit prices for each item being billed, the quantity of items being billed and the total for each mailto:accountspayable@princetontx.us item, as well as the total for all items on the invoice. If prices are based on list prices basis, then the list prices, the percentage discount or percentage surcharge, net unit prices, extensions and net total prices must be shown. Prompt payment discounts offered shall be shown separately on the invoice.

6.3 PAYMENT BY EDC

In accordance with the Texas Prompt Payment Act, EDC shall have not less than 30 days to pay for goods or services. Time for payment, including payment under discount terms, will be computed from the later of: (1) the date EDC receives conforming goods under the contract; (2) the date performance of the service under the contract is completed; or (3) the date EDC receives a correct and valid invoice for the goods or services. Payment is deemed to be made on the date of mailing of the check. Payment is made in US dollars only.

This provision shall not apply where there is a bona fide dispute between EDC and Vendor about the goods delivered or the service performed that causes the payment to be late, or where the invoice is not mailed to the address provided herein.

The payment amount due on invoices may not be manually altered by EDC personnel. Once disputed items are reconciled, Vendor must submit a corrected invoice or a credit memorandum for the disputed amount.

NECESSITY OF TIMELY INVOICE / WAIVER OF PAYMENT. NOTWITHSTANDING THE FORGOING, EDC CANNOT PAY FOR ANY GOODS OR SERVICES WITHOUT AN INVOICE. VENDOR MUST INVOICE EDC NO LATER THAN 90 CALENDAR DAYS FROM THE DATE GOODS ARE DELIVERED OR SERVICES RENDERED.

FAILURE TO SUBMIT AN INVOICE WITHIN SAID 90 DAY SHALL NEGATE ANY LIABILITY ON THE PART OF EDC AND CONSTITUTE A WAIVER BY VENDOR OF ANY AND ALL RIGHT OR CLAIMS TO COLLECT MONEYS THAT

VENDOR MAY RIGHTFULLY BE OTHERWISE ENTITLED TO FOR GOODS OR SERVICES PERFORMED.

The total price for all goods and/or services is shown on the Price Schedule. No additional fees or expenses of Vendor shall be charged by Vendor nor be payable by EDC. The parties hereby agree that all compensable expenses of Vendor are shown on the Price Schedule. If there is a discrepancy on the Price Schedule between the unit price for an item, and the extended price, the unit price shall govern.

6.4 AMENDMENTS

Except where the terms of this contract expressly provide otherwise, any alterations, additions, or deletions to the terms hereof, shall be effected by amendment, in writing, executed by both EDC and Vendor. The EDC CEO or designee, shall have authority to execute amendments to this contract.

6.5 TERMINATION

Termination-Breach. Should vendor fail to fulfill in a timely and proper manner, as determined solely by the Director, its material obligations under this contract, or violate any of the material terms of this contract, EDC shall have the right to immediately terminate the contract in whole or in part. Notice of termination shall be provided in writing to the Vendor, effective upon the date set forth in the notice. EDC may, in EDC’s sole discretion, provide an opportunity for Vendor to cure the default. If EDC elects to offer an opportunity to cure, EDC shall provide notice to Vendor specifying the matters in default and the cure period. If Vendor fails to cure the default within the cure period, EDC shall have the right, without further notice, to terminate the contract in whole or in part. Such termination shall not relieve Vendor of any liability to the EDC for damages sustained by virtue of any breach by Vendor.

Termination-Notice. EDC may terminate this contract, in whole or in part, without cause. EDC shall be required to give Vendor notice ten days prior to the date of termination of the contract without cause.

Termination-Funding. EDC retains the right to terminate this contract at the expiration of each of EDC’s budget periods. This contract is conditioned on a best efforts attempt by EDC to obtain and appropriate funds for payment of any debt due by EDC herein.

Termination by EDC may be effected by EDC CEO, without further action by the EDC Board of Directors.

Independent Contractor. Vendor covenants and agrees that it is an independent contractor and not an officer, agent, servant or employee of EDC. EDC shall not be liable for any claims which may be asserted by any third party occurring in connection with the services to be performed by Vendor under this contract and that Vendor has no authority to bind EDC. The doctrine of respondeat superior shall not apply as between EDC and Vendor.

6.6 INDEMNIFICATION

VENDOR covenants and agrees to FULLY INDEMNIFY, DEFEND and HOLD HARMLESS, EDC and the elected officials, employees, officers, directors, volunteers and representatives of EDC, individually and collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon EDC directly or indirectly arising out of, resulting from or related to VENDOR’S activities under this Agreement, including any acts or omissions of VENDOR, any agent, officer, director, representative, employee, consultant or subcontractor of VENDOR, and their respective officers, agents employees, directors and representatives while in the exercise of the rights or performance of the duties under this Agreement. The indemnity provided for in this paragraph shall not apply to any liability resulting from the negligence of EDC, its officers or employees, in instances where such negligence causes personal injury, death, or property damage. IN THE EVENT VENDOR AND EDC ARE FOUND JOINTLY

LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED

COMPARATIVELY IN ACCORDANCE WITH THE LAWS FOR THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO EDC UNDER TEXAS LAW AND WITHOUT

WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. In addition, Vendor agrees to indemnify, defend, and hold EDC harmless from any claim involving patent infringement, trademarks, trade secrets, and copyrights on goods supplied.

The provisions of this INDEMNITY are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. VENDOR shall advise EDC in writing within 24 hours of any claim or demand against EDC or VENDOR known to VENDOR related to or arising out of VENDOR's activities under this AGREEMENT and shall see to the investigation and defense of such claim or demand at VENDOR's cost. EDC shall have the right, at its option and at its own expense, to participate in such defense without relieving VENDOR of any of its obligations under this paragraph.

6.7 ASSIGNMENT

Except as otherwise stated herein, Vendor may not sell, assign, pledge, transfer or convey any interest in this contract, nor delegate the performance of any duties hereunder, by transfer, by subcontracting or any other means, without the consent of EDC CEO. As a condition of such consent, if such consent is granted, Vendor shall remain liable for completion of the services and provision of goods outlined in this contract in the event of default by the successor vendor, assignee, transferee or subcontractor. Any attempt to transfer, pledge or otherwise assign this Contract without said written approval, shall be void ab initio and shall confer no rights upon any third person.

6.8 OWNERSHIP OF DOCUMENTS

Pursuant to Texas Local Government Code Chapter 201, any and all Records produced by Vendor pursuant to the provisions of this contract are the exclusive property of EDC; and no such Record shall be the subject of any copyright or proprietary claim by Vendor. The term “Record” as used herein shall mean any document, paper, letter, book, map, photograph, sound or video recording, microfilm, magnetic tape, electronic medium, or other information recording medium, regardless of physical form or characteristic.

Vendor understands and acknowledges that as the exclusive EDC of any and all such Records, EDC has the right to use all such Records as EDC desires, without restriction.

6.9 RECORDS RETENTION

Vendor and its subcontractors, if any, shall properly, accurately and completely maintain all documents, papers, and records, and other evidence pertaining to the services rendered hereunder (“Documents”), and shall make such Documents available to EDC at their respective offices, at all reasonable times and as often as EDC may deem necessary during the contract period, including any extension or renewal hereof, and the record retention period established herein, for purposes of audit, inspection, examination, and making excerpts or copies of same by EDC and any of its authorized representatives.

Vendor shall retain any and all Documents produced as a result of services provided hereunder for a period of four years (“Retention Period”) from the date of termination of the contract. If, at the end of the Retention Period, there is litigation or other questions arising from, involving or concerning these Documents or the services provided hereunder, Vendor shall retain the records until the resolution of such litigation or other such questions. Vendor acknowledges and agrees that EDC shall have access to any and all such Documents at any and all times, as deemed necessary by EDC, during said Retention Period. EDC may, at its election, require Vendor to return the documents to EDC at Vendor’s expense prior to or at the conclusion of the Retention Period. In such event, Vendor may retain a copy of the documents.

Vendor shall notify EDC, immediately, in the event Vendor receives any requests for information from a third party, which pertain to the Documents referenced herein. Vendor understands and agrees that EDC will process and handle all such requests.

By submitting an Offer, Offeror warrants and certifies, and a contract awarded pursuant to this RFO is made in reliance thereon, that it, has not knowingly or intentionally failed to comply with this subchapter in a previous offer or contract. EDC hereby relies on Vendor’s certification, and if found to be false, EDC may reject the offer or terminate the Contract for material breach.

6.10 NON-WAIVER OF PERFORMANCE

Unless otherwise specifically provided for in this Agreement, a waiver by either Party of a breach of any of the terms, conditions, covenants or guarantees of this Agreement shall not be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, condition, covenant or guarantee herein contained. Further, any failure of either Party to insist in any one or more cases upon the strict performance of any of the covenants of this Agreement, or to exercise any option herein contained, shall in no event be construed as a waiver or relinquishment for the future of such covenant or option. In fact, no waiver, change, modification or discharge by either party hereto of any provision of this Agreement shall be deemed to have been made or shall be effective unless expressed in writing and signed by the party to be charged. No act or omission by a Party shall in any manner impair or prejudice any right, power, privilege, or remedy available to that Party hereunder or by law or in equity, such rights, powers, privileges, or remedies to be always specifically preserved hereby.

6.11 NON-DISCRIMINATION

Vendor shall not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation, or on the basis of disability or other unlawful forms of discrimination in the solicitation, selection, hiring or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall Vendor retaliate against any person for reporting instances of such discrimination. Vendor shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the EDC's Relevant Marketplace. Vendor understands and agrees that a material violation of this clause shall be considered a material breach of this agreement and may result in termination of this agreement, disqualification of Vendor from participating in EDC contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party. Vendor shall include this nondiscrimination clause in all subcontracts for the performance of this contract.

6.12 ATTORNEY’S FEES

The Parties hereto expressly agree that, in the event of litigation, each party hereby waives its right to payment of attorneys’ fees.

This page is the end of section.

SIGNATURE PAGE

By completing and signing this page, the Respondent affirms that all the information provided is true and correct. The person signing below affirms that they are a duly authorized representative of the Respondent’s firm. The undersigned hereby certifies that signer understands the specifications, has read the document in its entirety.

Name of Individual or Firm:

Address:

Authorized Representative Name (Firm only):

Authorized Representative Title:

Signature:

Date:

Check List for Submission:

A -Virtual Envelope 1

A1 – This solicitation, signed Signature Page, and addenda if any for a single continuous document.

A2 – Respondent’s Qualification Statement

A3 – Professional References

A4 – Conflict of Interest Questionnaire - Form CIQ

A5 – Litigation Disclosure Statement

A6 - Online submission to State of Texas of Certificate of Interested Parties (1295) Form

A7 – Insurance Certificate

B- Virtual Envelope - 2 Fee Schedule

ATTACHMENT A - CONFLICT OF INTEREST QUESTIONNAIRE

Respondent shall download and submit the State of Texas Ethics Form. This form is required from vendors who have a business relationship with a local government entity. New versions can be released at any time, so please obtain a copy from the Texas Ethics Commission at the website listed below:

https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf

If no conflict exists, then notate “None” or “N/A” in box 1, then sign and date form. Failure to return a completed and signed CONFLICT OF INTEREST QUESTIONNAIRE may result in proposal being considered non-responsive.

https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf

ATTACHMENT B - LITIGATION DISCLOSURE STATEMENT

Respondent must include in its Response a complete disclosure of any actual or alleged breaches of contract of which Respondent has been accused or found liable. In addition, Respondent must disclose any civil or criminal litigation or investigation pending at any time during the last five years that involves Respondent or in which Respondent has been judged guilty or liable. For each instance of litigation or investigation, Respondent shall list: basic case information (e.g., cause number/case number, venue information, names of parties, name of investigating entity); a description of claims alleged by or against Respondent or its parent, subsidiary, or other affiliate; for each resolved case, a description of the disposition of Respondent's involvement (e.g., settled, dismissed, judgment entered, etc.).

Failure to comply with the terms of this provision may disqualify Respondent. Responses may be rejected based upon Respondent's prior history with the state of Texas or with any other party that demonstrates, without limitation, unsatisfactory performance, adversarial or contentious demeanor, or significant failure(s) to meet contractual obligations. If Respondent has no litigation history, as described above, please indicate such in Response.

ATTACHMENT C – Certificate of Interested Parties (1295) Form

A Certificate of Interested Parties Form must be submitted with the original submittal. The 1295 form and instructions for completion can be found at the following link:

https://www.ethics.state.tx.us/filinginfo/1295/ https://www.ethics.state.tx.us/filinginfo/1295/

ATTACHMENT D – Virtual Envelope 2: Fee Schedule

Instructions: Provide fees in U.S. dollars. This fee schedule shall be submitted separately as part of the Virtual Envelope 2 online submission. This virtual envelope shall only be opened when Respondent is determined to be a highly qualified candidate.

All labor, materials, travel, supplies, and subcontracted services shall be included for one firm fixed price. Respondent may add additional lines as needed. Lines provided are for informational purposes only to support lump sum price.

Item Description Amount ($) % of Contract

1 Structural Site Review

2 Opinion of Probable Repair Costs

3 Hazardous Material and Environmental Assessment

4 Comprehensive Report

5 Maximum Materials & Supplies

6 Maximum Travel and Mileage

7 Maximum Contingency

Voluntary Additional Line Items

TOTAL LUMP SUM PRICE 100%