The "City" shall accept the item(s) on the twentieth (20th) business day after the date of receipt of the item(s) by the "City" unless prior to the twentieth (20th) day, the City of Houston Purchasing Agent or his/her designee delivers a notice to the "contractor" stating the reason(s) why the item(s) have not been accepted.

Except as otherwise provided in this Contract, this Contract shall be subject to change, amendment or modification only by the mutual written consent of the parties hereto.

This Contract shall be construed and interpreted in accordance with the applicable laws of the State of Texas and City of Houston. Venue for any disputes relating in any way to this Contract shall lie exclusively in Harris County, Texas.

The captions at the beginning of the Articles of this Contract are guides and labels to assist in locating and reading such Articles, and shall not be restrictive of the subject matter of any article, section or part of this Contract.

At any time the Agreement Term, the CPO may issue a Change Order to increase or decrease the scope of services or change plans and specifications as he or she may find necessary to accomplish the general purposes of this Agreement. Contractor shall furnish the services or deliverables in the Change Order in accordance with the requirements of this Agreement plus any special provisions, specifications, or special instructions issued to execute the extra work.

The CPO will issue the Change Order in substantially the following form:

CHANGE ORDER TO: (Name of Contractor)
FROM: City of Houston, Texas (the "City")
DATE: (Date of Notice)
SUBJECT: Change Order under the Agreement between the City and (Name of Contractor) countersigned by the City Controller on (Date of Countersigned of the Agreement)

Subject to all terms and conditions of the Agreement, the City requets that contractor provide the following: (Here described the additions to or changes to the equipment or services and the Change Order Charges applicable to each.)

Signed:(Signature of CPO)

The CPO may issue more than one Change Order, subject to the following limitations:

• The City Council espressely authorizes the CPO to approve one or more Change Orders, provided each Change Order cannot exceed $50,000. A Change Order of more than $50,000 must be approved by the City Council.
• If a Change Order describes items that Contractor is otherwise required to provide under this Agreement, the City is not obligated to pay any additional money to Contractor.
• The total of all Change Orders issued under this section may not increase the original award amount by more than 25%.

Whenever the Vendor receives a Change Order, Vendor shall furnish all material, equipment, and personnel necessary to perform the work described in the Change Order. Vendor shall complete the work within the time prescribed. If no time for completion is prescribed, Vendor shall complete the work within a reasonable time. If the work described in any Change Order causes an unavoidable delay in any other work Vendor is required to perform under this award, Vendor may request a time extension for the completion of the work. The CPO’s decision regarding a time extension is final.

A product or service provided under a Change Order is subject to inspection, acceptance, or rejection in the same manner as the work described in the original award and is subject to the terms and conditions of the original award as if it had originally been a part of the award.

Anti-Boycott of Israel. Vendor certifies that Vendor is not currently engaged in, and agrees for the duration of this Agreement not to engage in, the boycott of Israel as defined by Section 808.001 of the Texas Government Code.

Anti-Boycott of Energy Companies. Vendor certifies that Vendor is not currently engaged in, and agrees for the duration of this Agreement not to engage in, the boycott of energy companies as defined by Section 809.001 of the Texas Government Code.

Anti-Boycott of Firearm Entities or Firearm Trade Associations. Vendor certifies that Vendor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, or will not discriminate against a firearm entity or firearm trade association for the duration of this Agreement, as defined by Section 2274.001 of the Texas Government Code.

Certification of No Business with Foreign Terrorist Organizations. For purposes of Section 2252.152 of the Texas Government Code, Vendor certifies that, at the time of this Purchase Order neither Vendor nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of Vendor, is a company listed by the Texas Comptroller of Public Accounts under Sections 2252.153 or 2270.0201 of the Texas Government Code as a company known to have contracts with or provide supplies to a foreign terrorist organization.

If the "contractor" fails to provide the Official Performance Bond (if required by the purchase order and/or change order), or the item(s) listed on the purchase order and/or change order at the unit prices quoted, the "City", at its option, may terminate this Contract for default by delivering a written notice to the "contractor", and the "City" shall have no further obligation under this Contract. At the City's option, through a notice to the "contractor" in writing from the City of Houston Purchasing Agent, the "contractor" may be allowed to cure such default within the time specified in said notice. In the event there is a failure to deliver any item(s), the "City" may cover its loss by reasonably procuring from another source the item(s) not delivered. The "contractor" shall be responsible for, and shall pay to the "City" immediately upon demand; the difference in price between that offered by the "contractor" and that which the "City" was forced to pay for covering the "contractor's" failure to deliver. Default by the "City" shall occur if the "City" fails to perform, or observe the terms and conditions of this Contract, and the "contractor" gives notice in writing to the "City" within thirty (30) days of the act or omission claimed by the "contractor". Upon receipt of such notice in writing from the "contractor", the "City" shall have thirty (30) days to cure such default.

The "contractor" shall:

• Deliver the item(s) specified on the purchase order and/or change order to the designated "FOB Point", within the time specified by the "City". Timely delivery is of the essence to this Contract.
• Ensure all deliveries are made on a business day, during business hours (Monday through Friday, except City Council designated holidays, from 8:00am to 4:00pm).
• Provide, at no additional charge, any equipment, labor, packaging, crating or padding necessary to load, tie down and unload the item(s) to be delivered, so that they may be transported in a normal, safe manner without damage.
• Be liable for all risks for the item(s) until accepted by the "City". The "contractor" is responsible for any freight charges incurred in delivering the item(s) to the "FOB Point." A representative of the "City" will sign the "contractor's" delivery ticket to acknowledge receipt of the item(s) by the "City". Unless the "contractor" receives such signature, the "City" shall not be responsible for the receipt of the item(s). The "City" retains the right to inspect the delivered item(s) prior to acceptance, and shall not accept item(s) that do not conform to the requirements of this Contract.

In the event the item(s) on the face of the purchase order and/or the change order are services rather than goods, such services shall be performed in accordance with the specifications, or scope of work, and the "City" reserves the right to require the "contractor" to provide service(s) in conformance with such description prior to accrual of the City's obligation for payment.

The "contractor" is and represents to be an equal opportunity employer and agrees to abide by the terms of the "City" of Houston Equal Opportunity Ordinance as follows:

The "contractor" shall:

• The "contractor", "sub-contractor", "vendor", supplier, or "lessee" will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, or age. The "contractor", "sub-contractor", "vendor", "supplier", or "lessee" will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex, national origin, or age. Such action will include, but not limited to: employment; upgrading; demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation and selection for training, including apprenticeship. The "contractor", "sub-contractor", "vendor", "supplier", or "lessee" agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the "City" setting forth the provisions of this Equal Employment Opportunity Clause.
• The "contractor", "sub-contractor", "vendor", "supplier", or "lessee" states that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin or age.
• The "contractor", "sub-contractor", "vendor", "supplier", or "lessee" will send to each labor union or representative of workers with which it has s collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer advising the said labor union or workers representative of the "contractor's" and "sub-contractor's" commitments under Section 202 of Executive Order No. 11246, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
• The "contractor", "sub-contractor", "vendor", "supplier", or "lessee" will comply with all provisions of Executive Order No. 11246 and the rules, regulations, and applicable orders of the Department of Labor or other Federal Agency responsible for enforcement of applicable equal opportunity and affirmative action provisions and will likewise furnish all information and reports required by the Mayor and/or "contractor" Compliance Officer(s) for purposes of investigation to ascertain and effect compliance with this program.
• The "contractor" shall tile and shall cause each of his "sub-contractor's", if any, to file compliance reports with the "City" in the form and to the extent as may be prescribed by the Mayor. Compliance reports filed at such times as directed shall contain information as to the practices, policies, programs, and employment policies and employment statistics of the "contractor" and each "sub-contractor".
• The "contractor", "sub-contractor", "vendor", "supplier", or "lessee" will furnish all information and reports required by Executive Order No. 11246, and by the rules, regulations, and orders of the Department of Labor, or pursuant thereto, and will permit access to all books, records, and accounts by the appropriate "City" and Federal Officials for purposes of investigations to ascertain compliance with such rules, regulations, and orders. Compliance reports filed at such times as directed shall contain information as to the employment practice policies, program, and workforce statistics of the "contractor", "sub-contractor", "vendor", "supplier", or "lessee".
• In the event of the "contractor's", "sub-contractor's", "vendor's", "supplier's", or "lessee's" noncompliance with the non-discrimination clause of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or in part, and the "contractor", "sub-contractor", "vendor", "supplier", or "lessee" may be declared ineligible for further "City" contracts in accordance with procedures provided in Executive Order No. 11246, and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order, or by rule, regulation, or order of the Secretary of Labor, or as may otherwise be provided by law.
• The "contractor" shall include the provisions of paragraphs 1-6 of this Equal Employment Opportunity Clause in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each "sub-contractor" or "vendor". The "contractor" will take such action with respect to any "sub-contractor" or purchase order as the contacting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event the "contractor" becomes involved in, or is threatened with, litigation with a "sub-contractor" or "vendor" as a result of such direction by the contracting agency, the "contractor" may request the United States to enter into such litigation to protect the interests of the United States.

The price(s) specified on the face of the purchase order and/or the change order is firm, and may not be increased or supplemented on the "contractor's" invoice.

Timely performance by the "contractor" is essential to this Contract. However, the "contractor" will not be liable for delays in performing its obligations to the extent such delays are caused by unforeseeable conditions that are beyond the "contractor's" reasonable control, and that are without "contractor's" fault or negligence, subject to the following provisions: Acts of God such as storms or floods, as cell as judicial restraints, acts of law-enforcement or military authorities, fires, epidemics, war or riot are examples of events that might be excusable as being beyond the "contractor's" reasonable control: however, no time extension because of an excusable shall ever be allowed unless: (a) within seven (7) calendar days of the commencement of any excusable delay, "contractor" shall provide "City" with written notice of the cause and extent thereof as well as a request for a time extension equal to the estimated duration thereof; and (b) within seven (7) calendar days of the cessation of the event causing delay, "contractor" shall provide "City" with written notice of the actual delay incurred, upon receipt of which, the time for "contractor's" performance shall be extended for the time actually lost by reason of an excusable delay.

"Vendor" covenants and warrants that it will protect , defend, and hold harmless the "City", its employees, officers, and legal representatives (collectively the "City") from any and all third party claims, demands, and liability, including defense costs, relating in any way to damages, claims, or fines arising by reason of or in connection with "Vendor's" actual or alleged negligane or other actionable performance or omission of the "Vendor" in connection with or during the performance of the duties under this agreement. "Vendor" further covenants and agrees to protect, defend, indeminify and hold harmless the "City" from all claims, allegations, fines, and damages relating in any way to the actual or alleged joint and/or concurrent negligence of the "City" and "Vendor", whether the "Vendor" is immune from liability ot not.

It is the expressed intention of the parties hereto, that the indemnity provided herein is an agreement by the "Vendor" to indemnify and protect the "City" from the City's own negligence where said negligence is an alleged or actual cause of any alleged third-party harm.

The imdemnity provision provided herein shall have no application to any claim or demand where bodily injury, death, or damage results from the sole negligence of the "City", unmixed with any fault of another party pr entity, including the "Vendor".

Notwithstanding, anything herein to the contrary, the liability of the "Vendor" under this indemnity provision shall not exceed $600,000 per occurence.

In performing its obligations under this Contract, the "contractor" shall act as an independent "contractor" solely for his own account and not as an agent, representative or employee of the "City". No employee, agent, or representative of the "contractor" shall be considered an employee of the "City" nor be eligible for any benefits, rights or privileges afforded to "City" employees.

Contractor shall maintain in effect certain insurance coverage and shall furnish certificates of insurance, in duplicate form, before beginning its performance under this Agreement/purchase order. All policies except Professional Liability and Workers’ Compensation must name the City as an additional insured. The issuer of any policy (1) shall have a Certificate of Authority to transact insurance business in Texas or (2) shall be an eligible non-admitted insurer in the State of Texas and have a Best's rating of at least B+ and a Best's Financial Size Category of Class VI or better, according to the most current edition Best's Key Rating Guide. Contractor shall maintain the following insurance coverage’s in the following amounts:

• Commercial General Liabilily insurance including Contractual Liability insurance: $500,000 per occurence; $1,000,000 aggregate
• Workers' Compensation including Broad Form All States endorsement: Statutory amount
• Automobile Liability insurance: $1,000,000 combined single limit per occurence. Defense costs are excluded from the face amount of the policy. Aggregate Limits are per 12-month policy period unless otherwise indicated
• Employer's Liability:Bodily injury by accident $100,000 (each accident), Bodily injury by disease $100,000 (Policy limit), Bodily injury by disease $100,000 (each employee)

The price(s) specified on the face of the purchase order and/or the change order is firm, and may not be increased or supplemented on the "contractor's" invoice. The City of Houston’s standard payment term is to pay 30 days after receipt of invoice or receipt of goods or services, whichever is later, according to the requirements of the Texas Prompt Payment Act (Tx. Gov’t Code, Ch. 2251). However, the City will pay in less than 30 days in return for an early payment discount from vendor as follows:

• Payment Time - 10 Days: 2% Discount
• Payment Time - 20 Days: 1% Discount

If the City fails to make a payment according to the early payment schedule above, but does not make the payment within the time specified by the Prompt Payment Act, the City shall not receive the discount, but shall pay no other penalty. When the payment date falls on Saturday, Sunday or official holiday when City offices are closed and City business is not expected to be conducted, payment may be made on the following business day.

The "contractor" shall submit an invoice to the addresses specified on the purchase order and/or change order, no later than thirty (30) days after the date of receipt of the item(s) or service(s) by the "City". At a minimum, each invoice will contain the:

• Purchase order number;
• "Contractor's" name and address;
• Description of the item(s) delivered;
• Exact quantatity of each item delivered;
• Date of delivery to the "City";
• Unit price for each item, if a unit price was offered by the "contractor";
• Total amount of the charge(s) for the item(s) delivered, which amount shall not exceed the amount of the purchase order; and the
• Name of the City Department that requested the item(s) or service(s).

The "City" shall pay the "contractor" either the lump sum for the item(s) or, if unit prices are specified, the unit price per item for each item multiplied by the number of units actually delivered and received and accepted by the "City". The "City" shall never be obligated to pay a sum greater than the segregate price offered for the item(s). The unit price shall control in the event of a conflict. Payment is due thirty (30) days after the "City" has approved the invoice or after the "City" has accepted the goods, whichever occurs later

In the event the "City" rejects any item(s), the "contractor" shall have ten (10) days after receipt of notice of such rejection to replace any item(s) with replacements which conform to this Contract, at no additional cost to the "City"

If the "contractor" receives payment from the "City" for work performed by any "sub-contractor(s)", or for materials provided by any "supplier(s)", and the "contractor" withholds or has withheld payment to the "sub-contractor(s)" or "supplier(s)" on account of a deficiency in the quality or quantity of that "sub-contractor's" or "supplier's" work or materials, the "City" may withhold the amount associated with such work or materials from any pending or future payments to the "contractor" until the next regular payment to the "contractor" occurring after the "City" receives reasonable documentation that the deficiency has been remedied.

This Contract shall bind and benefit the respective parties end their legal successors, and shall not be assignable, in whole or in part, by any party hereto without first obtaining the written consent of the other party. This provision is not intended to limit the "contractor's" ability to assign receivables under this Contract, but only applies to performance of the Contract. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the "City".

The "City" is exempt from the Federal Excise and Transportation Tax, and the limited Sales and Use Tax. Unless the "City" of Houston Bid Form or specifications specifically indicates otherwise, the price bid must be net exclusive of above mentioned taxes. A "vendor" desiring refunds of, or exemptions from taxes paid on the item(s) accepted by the "City", must submit the proper forms, and the City of Houston Purchasing Agent, if satisfed as to the facts, and will issue the necessary certificate.

By the City for Convinience:

• The City Purchasing Agent may terminate this Agreement/Purchase Order at any time upon 30-calendar days notice in writing to the Contractor. Upon receipt of such notice, the Contractor shall, unless the notice directs otherwise, discontinue all services in connection with the performance of the Agreement/Purchase Order and shall proceed to cancel promptly all existing orders and Agreement/Purchase Orders insofar as such orders and Agreement/Purchase Orders are chargeable to this Agreement/Purchase Order. As soon as practicable after the receipt of notice of termination, the Contractor shall submit a statement to the appropriate department(s) showing in detail the services performed or items delivered under this Agreement/Purchase Order to date of termination. The City agrees to compensate the Contractor for that portion of the prescribed charges for which the services were actually performed or items delivered under this Agreement/Purchase Order and not previously paid.

The "contractor" warrants that each item delivered will (1) be new (unless otherwise specified on the face of the purchase order, change order or specifications), free from liens and defects in design, materials, workmanship and defects in title (including any defect in the "contractor's" right to sell a patented or copyrighted product or to use a patented process), (2) conform in all respects to the terms of the purchase order, change order or specifications, and (3) be of the best quality, if no specific quality is established in the specification(s). If within one (1) year from the date of acceptance by the "City", it appears that an item, or any commercial unit thereof, does not conform to these warranties, and the City of Houston Purchasing Agent notifies the "contractor" within a reasonable amount of time after discovery, the "contractor" shall correct such nonconformity to the satisfaction of the City of Houston Purchasing Agent at the "contractor's" expense.

Should this occur, the "City" may revoke acceptance, and purchase substitute item's correcting the nonconformity. The cost of the substitute item(s) correcting any nonconforming item(s) shall be borne by the "contractor".

Additionally, the "contractor" shall transfer to the "City" any manufacturer's warranty that it has for the item(s).

By the City for Default by the Contractor

• In the event that the materials and/or services furnished by the Contractor do not conform to the standard set forth herein, or if the deliveries and servicing of this Agreement/Purchase Order do not conform to the requirements detailed herein, the City through a written notice from the City Purchasing Agent to the Contractor describing such default may as its options:
• Terminate the Agreement/Purchase Order for default and the City shall have no further obligation under the Agreement/Purchase Order.
• Allow the Contractor to cure default within a reasonable time as specified in the notice. The City, at its sole option, may extend the proposed date of termination to a later date. If prior to the proposed date of termination, the Contractor cures such default to the City’s satisfaction, then the proposed termination shall be ineffective. If the Contractor fails to cure such default prior to the propose date of termination, then the City may terminate its performance under this Agreement/Purchase Order as of such date and have no further obligation under the Agreement/Purchase Order.
• In the event of failure to deliver any or all of the items or to perform required services, the City may cover its loss by reasonably procuring from another source the items not delivered or the services not performed. The Contractor shall be responsible for and shall pay to the City immediately upon demand the difference in price between that offered by the Contractor and that which the City was forced to pay for covering the Contractor’s failure to deliver or perform services.

By the Contractor for Default by the City

• Default by the City shall occur if the City fails to perform or observe the terms and conditions of this Agreement/Purchase Order required to be performed or observed by the City, and the Contractor gives notice in writing to the City within 30 calendar days of the act or omission claimed by the Contractor to constitute default on the part of the City.
• Upon receipt of such notice in writing from the Contractor, however, the City shall have 30 calendar days to cure such default. The Contractor, at its sole option, may extend the proposed date of termination to a later date.
• If City cures such default prior to the proposed date of termination, the proposed termination shall be ineffective. If the City fails to cure such default prior to the propose date of termination, then the Contractor may terminate its performance under this Agreement/Purchase Order as of such

• All prices quoted shall be made on the form(s) provided by the City of Houston. The use of other forms will not be considered unless you specifically indicate otherwise.
• By submitting a response to the City of Houston, you certify that all items to be furnished to the City of Houston, will not infringe any valid patent or trademark, and if you receive a purchase or contract from the City of Houston, you will (at your own expense) defend any and all actions of suits charging such infringement and save the City of Houston harmless in case of any such infringement.
• When a brand or trade name appears in any specification(s) provided by the City of Houston, it is understood that the brand or trade name referred to, or its approved equal shall be furnished. If, however, you propose similar but not identical items, you must furnish full particulars. If no mention is made of any exception(s), it is assumed that you are offering the item(s) specified and not an approved equal, and will be required to furnish and deliver the exact item(s) specified.
• You are required to submit with your response, descriptive literature of equipment or supplies, if the equipment or supplies is from a different manufacturer than those specified by the City of Houston. Should the description(s) furnished in the literature differ from the specification(s) specified by the City of Houston, and no mention is made to the contrary, it shall be construed to mean that you propose to furnish equipment or supplies in accordance with such description(s) and not in accordance with the City’s specification(s).
• If requested by the City of Houston, samples of items shall be furnished without charge, and if not destroyed, returned upon request at your expense.
• Time of proposed delivery should be stated in number of calendar days. General terms such as “stock”, “immediately”, and “as soon as possible”, may be cause for rejection.
• Prices should be itemized. The City of Houston reserves the right to award by item or by total bid. In case there is a discrepancy between the unit price(s) and the extension(s), the unit price(s) shall govern.
• The City of Houston reserves the right to reject any or all quotes, or any part(s) thereof.
• The City of Houston is exempt from all Federal Excise Taxes. Consequently, DO NOT include these taxes in your price(s) or invoice(s). Taxable items must be so designated, and the City will supply you with a Tax Exemption Certificate. If you believe that certain taxes are payable by the City of Houston, you should list the taxes directly below each item.
• All prices quotes shall be F.O.B. Destination unless otherwise stated by the City of Houston, and will be irrevocable for ninety (90) days.
• All invoices shall be submitted to the address listed on the City of Houston purchase order.
• If you elect not to respond to the solicitation, please sign and indicate that on the solicitation, and return it to return the Buyer along with the reason(s).
• Submission or attachment of QUOTATION FORMS containing your terms and/or conditions is not acceptable, and may result in your response being considered non-responsive.
• The City of Houston’s standard payment term is to pay 30 days after receipt of invoice or receipt of goods or services, whichever is later, according to the requirements of the Texas Prompt Payment Act (Tx. Gov’t Code, Ch. 2251). However, the City will pay in less than 30 days in return for an early payment discount from vendor as follows:
• Payment Time - 10 Days: 2% Discount
• Payment Time - 20 Days: 1% Discount
• A vendor may elect not to offer a discount for early payment and the City will make payment net 30 days. Discounts will not be considered in the award evaluation.
• If the City fails to make a payment according to the early payment schedule above, but does make the payment within the time specified by the Prompt Payment Act, the City shall not receive the discount, but shall pay no other penalty. When the payment date falls on a Saturday, Sunday, or official holiday when City offices are closed and City business is not expected to be conducted, payment may be made on the following business day.

The terms and conditions specified in the bid will apply to the outline agreement. The quantities specified on the outline agreements is an estimate, consequently, the City of Houston makes no representation either orally or in writing as to the quantity of items that may be purchased from the vendor.