This Form a Is Required. See HISD Policy CHE (Local)

17-06-16 Swimming Pool Services

FORM A: SUPPLIER INFORMATION

This Form A is required. See HISD Policy CHE (Local).

LEGAL NAME OF SUPPLIER: ______

DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER: ______

TYPE OF BUSINESS/DESCRIPTION OF PRODUCTS AND/OR SERVICES PROVIDED:______

SUPPLIER MAILING ADDRESS: ______

CITY: ______STATE: ______ZIP CODE: ______

SUPPLIER STREET ADDRESS: ______

CITY: ______STATE: ______ZIP CODE: ______

TELEPHONE: ______FAX: ______

CONTACT PERSON’S NAME: ______

CONTACT PERSON’S TELEPHONE NUMBER: ______FAX: ______

CONTACT PERSON’S E-MAIL ADDRESS: ______

1. TYPE OF BUSINESS ENTITY: ☐ PUBLICLY TRADED CORPORATION ☐ PRIVATE CORPORATION ☐ LIMITED PARTNERSHIP ☐ PARTNERSHIP ☐ SOLE PROPRIETORSHIP ☐ NOT FOR PROFIT ENTITY

2. NUMBER OF FULL TIME EMPLOYEES: ______NUMBER OF PART TIME EMPLOYEES: ______

3. IS SUPPLIER IS A RESIDENT BIDDER? ☐ YES ☐ NO A RESIDENT BIDDER REFERS TO A PERSON WHOSE PRINCIPAL PLACE OF BUSINESS IN THE STATE OF TEXAS, INCLUDING A SUPPLIER WHOSE ULTIMATE PARENT COMPANY OR MAJORITY OWNER HAS ITS PRINCIPAL PLACE OF BUSINESS IN THIS STATE. 1 | P a g e 17-06-16 Swimming Pool Services

4. CITY AND STATE OF SUPPLIER'S PRINCIPAL PLACE OF BUSINESS: ______

IF NOT TEXAS, DOES THE STATE HAVE PREFERENTIAL TREATMENT ON BIDS? ☐ YES ☐ NO IF YES, WHAT PERCENTAGE: ______%

5. NUMBER OF YEARS SUPPLIER HAS BEEN IN CONTINUOUS OPERATION:______

6. NUMBER OF YEARS SUPPLIER HAS BEEN IN BUSINESS UNDER ITS PRESENT BUSINESS NAME: ______

7. HAS SUPPLIER CONDUCTED BUSINESS WITH THE DISTRICT UNDER ANOTHER NAME? ☐ YES ☐ NO

IF YES, PROVIDE OTHER NAME(S):______

8. NUMBER OF YEARS DOING BUSINESS WITH HISD: ______

9. DOES SUPPLIER HAVE A PARENT COMPANY OR SUBSIDIARY THAT CURRENTLY CONDUCTS OR THAT HAS PREVIOUSLY CONDUCTED BUSINESS WITH THE DISTRICT? ☐ YES ☐ NO

IF YES, NAME OF PARENT COMPANY AND/OR SUBSIDIARY: ______

10. DO YOU HAVE EXPERIENCE WITH OTHER SCHOOL DISTRICTS? ☐ YES ☐ NO IF YES, NAMES OF SCHOOL DISTRICTS______

11. DOES SUPPLIER HAVE ANY OWNERS, PRINCIPAL SHAREHOLDERS OR STOCKHOLDERS, OFFICERS, AGENTS, SALESPEOPLE OR KEY EMPLOYEES WHO HAVE BEEN MEMBERS OF THE HISD BOARD OF EDUCATION DURING THE LAST 5 YEARS? ☐ YES ☐ NO

IF YES, NAME(S) AND TITLE(S): ______

12. DOES ANY OFFICER, PARTNER, OWNER, SALES REPRESENTATIVE AND/OR SPOUSE WORK FOR HISD? ☐ YES ☐ NO

13. DOES SUPPLIER HAVE ANY OWNERS, PRINCIPAL SHAREHOLDERS OR STOCKHOLDERS, OFFICERS, AGENTS, SALESPEOPLE OR KEY EMPLOYEES WHO ARE DISTRICT EMPLOYEES OR WHO ARE MEMBERS OF A DISTRICT EMPLOYEE’S IMMEDIATE FAMILY WHO EITHER WORK OR WHO MAY POTENTIALLY WORK ON THIS CONTRACT WITH THE DISTRICT? ☐ YES ☐ NO

IF YES, NAME(S) AND TITLE(S): ______

14. NAMES OF AUTHORIZED AGENTS, INCLUDING ANY PERSON OR ENTITY AUTHORIZED TO ‘ACT WITH’ OR ‘ACT ON YOUR BEHALF,’ SUCH AS CONSULTANTS, SUB-CONTRACTORS, RE-SELLERS, LOBBYISTS, CONFIDANTS, ETC., WHETHER COMPENSATED OR NOT COMPENSATED: ______

2 | P a g e 17-06-16 Swimming Pool Services ______

15. DOES SUPPLIER HAVE RELATIONSHIP(S) WITH ANY POLITICAL ACTION COMMITTEES? ☐ YES ☐ NO IF YES, NAME(S) OF OF PAC(S)______

16. HAS SUPPLIER (INCLUDING ANY OWNER, PRINCIPAL SHAREHOLDER OR STOCKHOLDER, OFFICER, AGENT, SALESPERSON, OR EMPLOYEE) BEEN INVOLVED IN PAST, PENDING, OR PRESENT LITIGATION INVOLVING THE DISTRICT? ☐ YES ☐ NO

IF YES, PLEASE PROVIDE THE STYLE AND STATUS OF THE CASE AS WELL AS THE TYPE OF LITIGATION: ______

17. FINANCIAL AND BUSINESS REFERENCES, INCLUDING BANK WITH WHICH SUPPLIER CONDUCTS BUSINESS:

NAME OF BANK WITH WHICH SUPPLIER CONDUCTS BUSINESS: ______BANK OFFICER: ______OFFICER’S PHONE NUMBER: ______

NAME OF OTHER BANKING/FINANCIAL INSTITUTION(S): ______

______

18. NAME OF INSURANCE COMPANIES:

INSURANCE COMPANIES INSURANCE COMPANIES

19. HISD ENCOURAGES THE PARTICIPATION OF MINORITY AND WOMEN OWNED BUSINESES. IS SUPPLIER A MINORITY AND/OR WOMAN OWNED COMPANY? ☐ YES ☐ NO

IF YES, WHAT PERCENTAGE OF OWNERSHIP IS MINORITY OR WOMAN OWNED ______%

20. CHECK ONE OF THE FOLLOWING: ☐ SUPPLIER WILL PROVIDE GOODS AND SERVICES WITH OWN WORK FORCE

☐ SUPPLIER WILL PURCHASE GOODS DIRECTLY FROM THE MANUFACTURER OR OTHER SUPPLIER

21. HISD CAN ONLY DO BUSINESS WITH EQUAL OPPORTUNITY EMPLOYERS.

DO YOU ADVERTISE AS AN EQUAL OPPORTUNITY EMPLOYER? ☐ YES ☐ NO

DO YOU HAVE A WRITTEN NON-DISCRIMINATORY POLICY OF EMPLOYMENT? ☐ YES ☐ NO

HAS THIS POLICY BEEN CIRCULATED THROUGHOUT YOUR ORGANIZATION? ☐ YES ☐ NO

PERSON TO CONTACT REGARDING EQUAL OPPORTUNITY INFORMATION ISSUES:

NAME: ______TITLE: ______

3 | P a g e 17-06-16 Swimming Pool Services -----QUESTIONS REGARDING PROCUREMENT E-COMMERCE SOLUTIONS---- MORE INFORMATION REGARDING THE FOLLOWING QUESTIONS AND HISD’S E-PROCUREMENT SYSTEM MAY BE FOUND ON PART II, SECTION 2.7 OF THIS SOLICITATION.

I ATTEST THAT I HAVE ANSWERED THE QUESTIONS REGARDING SUPPLIER INFORMATION TRUTHFULLY AND TO THE BEST OF MY KNOWLEDGE.

______OFFICER’S SIGNATURE

______PRINTED NAME

______TITLE

FORM B: MWBE INSTRUCTIONS

INSERT MWBE INSTRUCTIONS

Please refer to Attachment B-MWBE Participation Report that is located on HISD’s Procurement Web Site.

4 | P a g e 17-06-16 Swimming Pool Services

FORM C: REFERENCE SURVEY INSTRUCTIONS

Proposer must complete and return Form C as part of this RFP.

The Evaluation Committee considers Proposer’s reputation and quality of Proposer’s goods or services in the evaluation of this Proposal. To aid in this process, the District requests that Proposer send the attached Form D, Performance Evaluation Survey (Survey) to three (3) Non-HISD references.

Proposer must fill out the top portion of Form D, “Supplier Name” on each Survey. No other portion of the Survey may be completed by Proposer. It is Proposer’s sole responsibility to ensure that Surveys are sent to Proposer’s desired references. Recipients must return the completed survey to HISD by one of the methods outlined on the Survey. The District will not accept a Survey returned by Proposer or a Survey returned after the assigned deadline, November 6, 2017 at 5:00 PM CST.

While Proposer may choose its recipients, more weight is given to the following references:  Clients who are governmental entities, and, in particular, school districts; and  Clients provided with similar goods and/or services as called for by this RFP;

Please provide the name and contact information of all references to whom Proposer intends to send the Survey.

(1) ______Name of Entity or Business Contact Name

5 | P a g e 17-06-16 Swimming Pool Services ______Email Address Mailing Address ______Phone Number Goods and/or services provided

(2) ______Name of Entity or Business Contact Name ______Email Address Mailing Address ______Phone Number Goods and/or services provided

(3) ______Name of Entity or Business Contact Name ______Email Address Mailing Address ______Phone Number Goods and/or services provided

FORM D: REFERENCE SURVEY

To Whom It May Concern:

The Houston Independent School District (HISD) has implemented a process to collect Supplier performance evaluations. HISD may use the information provided in its assessment of the above Supplier in order to determine a responsive and responsible procurement. The Supplier listed above has chosen to participate in this process and listed you as a past or present client for whom it has provided goods and/or services. HISD would greatly appreciate your completion of the survey below.

(I) Please evaluate the performance of the Supplier on a scale of one (1) through ten/fifteen (10/15), with 10/15 being the highest. If you do not have sufficient knowledge of Supplier’s past and/or current performance in a particular area, please leave it blank. NO CRITERIA UNIT SCORE . 1 Ability to Manage Cost (1-15) 2 Quality of Product(s) and/or Services (1-15) 3 Quality of Customer Service (1-10) 4 Quick Response Time (1-10) 5 Ability to Maintain Confidentiality (1-10) 6 Close Out Process (invoicing, no unexpected fees) (1-10) 7 Communication (1-10) 8 Ability to Follow Rules, Regulations, and Requirements (1-10) 6 | P a g e 17-06-16 Swimming Pool Services 9 Overall Customer Satisfaction Based on Performance (comfort level (1-10) using company again) TOTAL POINTS (out of 100) : ______

(II) How long have you done business with the Supplier? ______

(III) Please provide a brief description of the goods and/or services provided to you by the Supplier and include any additional information you believe might assist HISD in its evaluation (attach additional sheets if necessary): ______FORM E: GENERAL CERTIFICATION FORMS

CERTIFICATION OF CODE OF SILENCE The Board of Education (Board) has adopted a “Code of Silence” policy (Board Policy CAA (Local)) attached by URL link hereto and incorporated by reference. The “Code of Silence" prohibits any communication regarding any RFP, bid, or other competitive solicitation between:

 Any person who seeks an award from the District or its affiliated entities (including, but not limited to, the HISD Foundation and the HISD Public Facility Corporation), including a potential supplier or supplier's representative, and

 Board members, the Superintendent of Schools, senior staff members, principals, department heads, directors, managers, or other District representatives who have influence in the evaluation or selection process.

The “Code of Silence” time period shall begin when the RFP is issued and ends upon the execution of the Contract. During the “Code of Silence,” campaign contributions, gifts, donations, loans, and any other items of value are prohibited between these parties, including candidates who have filed for election to the Board.

I hereby certify that I have reviewed Board Policy CAA (Local) pertaining to the “Code of Silence,” I and agree and understand that non-compliance with the “Code of Silence” policy may result in disqualification.

______Initials of Authorized Representative of Supplier

CERTIFICATION OF COMPLIANCE WITH TEXAS FAMILY CODE PROVISION As per Section 14.52 of the Texas Family Code, added by S.B. 84, Acts, 73rd Legislature, R.S. (1993), all bidders must complete and submit with the bid the following: I, the undersigned Supplier, do hereby acknowledge that NO sole proprietor, partner, majority shareholder of a corporation, or an owner of 10% or more of another business entity is 30 days or more delinquent in paying child support under a court order or a written repayment agreement. I understand that under this provision, a sole proprietorship, partnership, corporation or other entity in which a sole proprietor, partner, majority 7 | P a g e 17-06-16 Swimming Pool Services shareholder or a corporation, or an owner of 10% or more of another entity is 30 days or more delinquent in paying child support under a court order or a written repayment agreement is NOT eligible to bid or receive a state contract. ______Initials of Authorized Representative of Supplier

CERTIFICATION OF AUTHORIZATION, PERMITS, AND BUSINESS CERTIFICATES REQUIREMENT For the duration of the Contract, Supplier must have and maintain current licenses, permits, fees, business certificates and similar authorizations required by the City of Houston, Harris Country, and the State of Texas to conduct business and provide awarded goods and/or services to the District. Upon the request of the District, Supplier shall provide copies of all licenses, business certificates permits and fees as being paid and current that are required to do business by the city, county and State for the type of business Supplier provides, or seeks to provide, to the District. Supplier understands and agrees to abide by the Authorization, Permits, and Business Certificates Requirement above. Supplier certifies that it has all current licenses, certificates, similar authorizations required by the City of Houston, Harris County, and the State of Texas to conduct business and/or provide awarded goods and/or services to the District. ______Initials of Authorized Representative of Supplier

CERTIFICATION OF ANTITRUST CERTIFICATION STATEMENT –Texas Government Code Section 2155.005 My initials below affirms under penalty of perjury of the laws of the State of Texas that: 1. I am duly authorized to execute this Proposal/Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Supplier) listed below; 2. In connection with this proposal, neither I nor any representative of Supplier have violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus & Comm. Code Chapter 15; 3. In connection with this bid, neither I nor any representative of the Supplier have violated any federal antitrust law; and 4. Neither I nor any representative of Supplier have directly or indirectly communicated any of the contents of this proposal to a competitor of Supplier or any other company, corporation, firm, partnership or individual engaged in the same line of business as Supplier. ______Initials of Authorized Representative of Supplier

CERTIFICATION REGARDING HAZARD ANALYSIS AND CRITICAL CONTROL POINTS (HACCP)

All products purchased by HISD must be manufactured in compliance with HACCP regulations. Supplier certifies that: all products on this proposal are processed and packaged in a HACCP compliant plant. Supplier agrees Supplier further understands that HISD requires processors to maintain records and monitoring logs pertaining to HACCP compliance, at a minimum, in the following Key Areas of HACCP compliance:

 Hazard Analysis  Master cleaning and sanitation  Critical Control Points established schedule and limits set  Orientation for all employees  Planned procedures in place to  Ongoing training on food safety and HACCP correct processes when deviation may procedures occur  Separation of food and chemical products  Detailed and accurate record  Refrigerated dock receiving and loading keeping  Master cleaning and sanitation schedule  Verification procedures  Time/Temperature monitoring  Equipment installation and maintenance  Pest Control

8 | P a g e 17-06-16 Swimming Pool Services Supplier further understands and agrees that documentation and monitoring logs must be verified by an acceptable third party auditing firm or government agency and provided to HISD upon request. Supplier also understands and agrees that if a processor loses inspection/processing rights or has a recall involving product sold to HISD, Supplier must notify HISD within 24-48 hours.

CERTIFICATION OF SUPPLIER (AND IF APPLICABLE, SUBCONTRACTOR) NATIONWIDE CRIMINAL BACKGROUND CHECKS Pursuant to sections 22.085 and 22.0834 of the Texas Education Code Sections 22.085 and 22.0834 and HISD Policy CJA (Legal), Supplier hereby certifies that all of Supplier’s employees, subcontractors and volunteers (including those hired before January 1, 2008) who have, or will have, continuing duties related to the contracted services, and who have, or will have, direct contact with students, have passed a national criminal history background record information review as required by those sections and by HISD Policy CJA (Legal). Supplier understands that if an employee subcontractor, or volunteer has a Disqualifying Criminal History, the District may elect not to enter into this Contract or may elect to cancel the Contract. “Disqualifying Criminal History” means: (1) a conviction or other criminal history information designated by HISD; (2) a felony or misdemeanor offense that would prevent a person from being employed under Texas Education Code § 22.085(a), that is: if at the time of the offense, the victim was under 18 or was enrolled in a public school: (a) a felony offense under Title 5, Texas Penal Code; (b) an offense on conviction for which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an offense under federal law or the laws of another state that is equivalent to (a) or (b). Supplier further certifies that: (1) Supplier will immediately remove an employee, subcontractor, or volunteer from contract duties and notify HISD in writing within 3 business days if: a. Supplier receives information that an employee, subcontractor, or volunteer has a reported criminal history, or b. HISD objects to the assignment of an employee, subcontractor, or volunteer on the basis of the individual(s) criminal history review information (CHRI). (2) Upon request, Supplier will provide HISD with the name and any other requested information of an employee, subcontractor, or volunteer so that HISD may obtain the CHRI on the individual(s). ______Initials of Authorized Representative of Supplier

CERTIFICATION OF FELONY CONVICTION NOTIFICATION Pursuant to section 44.034 of the Texas Education Code, a person or business entity entering into a contract and/or agreement with HISD must give advance notice to HISD if the person or an owner or operator of the business entity has been convicted of a felony. The disclosure should include a general description of the conduction resulting in the conviction of a felony. HISD may terminate a contract with a person of business entity if HISD determines that the person or the business entity failed to give notice as required by section 44.034 or misrepresented the conduct resulting in the conviction. In such a case, HISD will compensate the person or business entity for services performed before the termination of the contract. ---THIS NOTICE IS NOT REQUIRED OF A PUBLICLY HELD-CORPORATION --- Please check the following as applicable:

☐ Supplier is a publicly held corporation; therefore the above reporting requirement does not apply.

☐ Supplier is not owned nor operated by anyone who has been convicted of a felony.

9 | P a g e 17-06-16 Swimming Pool Services ☐ Supplier is operated or owned by the following individual(s) who has/have been convicted of a felony: Name of Individual(s): ______

Detail of conviction(s), attach additional pages if necessary: ______

______

CERTIFICATION OF INSURANCE REQUIREMENT I, the undersigned Supplier, do hereby certify that I shall maintain all insurance policies required by and in accordance with Section 5.27 of this RFP. I further understand and agree that I must make the certificates of insurance and insurance policies available to HISD upon request. ______Initials of Authorized Representative of Supplier

CERTIFICATION OF NON-COLLUSION STATEMENT I, the undersigned Supplier, do hereby certify that:

a) All statements of fact in such proposal are true. b) Such Proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation. c) Such Proposal is genuine and not collusive or sham. d) Supplier has not, directly or indirectly by agreement, communication or conference with anyone, attempted to induce action prejudicial to the interest of the District or of any other bidder or anyone else interested in the proposed procurement. e) Supplier did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or proposal. f) Supplier did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his bid or proposal price, or that of anyone else. g) Supplier did not, directly or indirectly, submit his bid or proposal price or any breakdown thereof, or the contents thereof, or divulge information on data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except to the District, or to any person or persons who have a partnership or other financial interest with said Proposer in his business. h) Supplier did not provide, directly or indirectly to any officer or employee of the District any gratuity, entertainment, meals, or anything of value, whatsoever, which could be construed as intending to invoke any form of reciprocation or favorable treatment. i) No officer or principal of the undersigned Supplier is related to any officer or employee of the District by blood or marriage within the third degree or is employed, either full or part time, by the District either currently or within the last two (2) years. j) No officer or principal of the undersigned Supplier nor any subcontractor to be engaged by the principal has been convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act in violation of any state or federal anti-trust law in connection with the bidding, award of, or performance of any public work contract and/or agreement with any public entity.

10 | P a g e 17-06-16 Swimming Pool Services k) I have answered the questions regarding non-collusion truthfully and to the best of my knowledge.

SUPPLIER AGREES TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, RULES, REGULATIONS, AND ORDINANCES. IT IS FURTHER ACKNOWLEDGED THAT SUPPLIER CERTIFIES COMPLIANCE WITH ALL PROVISIONS, LAWS, ACTS, REGULATIONS, ETC. AS SPECIFICALLY NOTED ABOVE.

Supplier’s Name: ______Address, City, State, and Zip Code: ______Phone Number: ______Fax Number: ______

Printed Name and Title of Authorized Representative: ______Email Address: ______Signature of Authorized Representative: ______Date: ______

11 | P a g e FORM F: PRICE AND PRICING SCHEDULEProposer is asked to submit pricing as identified in Part II, Section 2.1. A hard copy of Form F must be submitted under Tab 7 in the proposal.

2.3.5. Swimming Pool Services (Maintenance Program)

The contractor shall provide personnel, labor, equipment, tools, supplies, supervision, materials, and other items and services necessary to perform Swimming Pool Services, Repairs and Maintenance at the District’s thirty-three pool locations.

FORM G: EDGAR CERTIFICATIONS

The following certifications and provisions are required and apply when HISD expends federal funds for any contract resulting from this procurement process. Accordingly, the parties agree that the following terms and conditions apply to the Contract between the District and [name of supplier] (“Supplier”) in all situations where Supplier has been paid or will be paid with federal funds:

REQUIRED CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when HISD expends federal funds, HISD reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when HISD expends federal funds, HISD reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Supplier in the event Supplier fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. HISD also reserves the right to terminate the contract immediately, with written notice to Supplier, for convenience, if HISD believes, in its sole discretion that it is in the best interest of HISD to do so. Supplier will be compensated for work performed and accepted and goods accepted by HISD as of the termination date if the contract is terminated for convenience of HISD. Any award under this procurement process is not exclusive and HISD reserves the right to purchase goods and services from other Supplier s when it is in HISD’s best interest. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when HISD expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does Supplier agree to abide by the above? YES ______Initials of Authorized Representative of Supplier

(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti- Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. Pursuant to Federal Rule (D) above, when HISD expends federal funds during the term of an award for all contracts and subgrants for construction or repair, Supplier will be in compliance with all applicable Davis-Bacon Act provisions. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Pursuant to Federal Rule (E) above, when HISD expends federal funds, Supplier certifies that Supplier will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by HISD resulting from this procurement process. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to Federal Rule (F) above, when federal funds are expended by HISD, Supplier certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Supplier agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to Federal Rule (G) above, when federal funds are expended by HISD, Supplier certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Supplier agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Pursuant to Federal Rule (H) above, when federal funds are expended by HISD, Supplier certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Supplier certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. Pursuant to Federal Rule (I) above, when federal funds are expended by HISD, Supplier certifies that during the term and after the awarded term of an award for all contracts by HISD resulting from this procurement process, the Supplier certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by HISD for any contract resulting from this procurement process, Supplier certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. Supplier further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When HISD expends federal funds for any contract resulting from this procurement process, Supplier certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). Does Supplier agree? YES ______Initials of Authorized Representative of Supplier CERTIFICATION OF EQUAL EMPLOYMENT STATEMENT It is the policy of HISD not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping conditions in its programs. Supplier agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Supplier further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified, binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS HISD has a preference for domestic end products for supplies acquired for use in the United States when spending federal funds (purchases that are made with non-federal funds or grants are excluded from the Buy America Act). Supplier certifies that it is in compliance with all applicable provisions of the Buy America Act. Does Supplier agree? YES ______Initials of Authorized Representative of Vendor

CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Supplier agrees that the District’s Inspector General or any of their duly authorized representatives shall have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTRS Supplier agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Does Supplier agree? YES ______Initials of Authorized Representative of Supplier

SUPPLIER AGREES TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, RULES, REGULATIONS, AND ORDINANCES. IT IS FURTHER ACKNOWLEDGED THAT SUPPLIER CERTIFIES COMPLIANCE WITH ALL PROVISIONS, LAWS, ACTS, REGULATIONS, ETC. AS SPECIFICALLY NOTED ABOVE.

Supplier’s Name: ______Address, City, State, and Zip Code: ______Phone Number: ______Fax Number: ______

Printed Name and Title of Authorized Representative: ______Email Address: ______Signature of Authorized Representative: ______Date: ______FORM H: EXCEPTION FORM

All deviations and exceptions to the RFP must be expressly stated in this Exception Form (additional pages to this form may be added if necessary). In the absence of any entry on this Exception Form, Supplier assures HISD of its full agreement and compliance with all specifications, terms and conditions, requirements and obligations of the RFP. All exceptions must detail the section number, paragraph number, page number, and the specific language excepted.

YOU MUST SIGN AND SUBMIT THIS FORM WITH YOUR PROPOSAL REGARDLESS OF WHETHER THERE ARE EXCEPTIONS LISTED OR NOT.

Supplier Name

Officer’s Signature

Printed Name

FORM I: CONFLICT OF INTEREST CERTIFICATION AND CONFLICT OF INTEREST QUESTIONNAIRE (CIQ) INSTRUCTIONS

I. CONFLICT OF INTEREST CERTIFICATION

The Board of Education (Board) has adopted a “Conflict of Interest Disclosures” policy (Board Policy BBFA (Local)) attached by URL link hereto and incorporated by reference.

HISD is required to comply with Texas Local Government Code Chapter 176, Disclosure of Certain Relationships with Local Government Officers as well as the conflict of interest standards set forth in EDGAR, 2 C.F.R. § 200.318 when HISD expends federal funds. No employee, officer, or agent may participate in the selection, award, or administration of a contract if he or she has a real or apparent conflict of interest. HISD local government officers must disclose conflicts of interest by completing Form CIS, Local Government Officer Conflicts Disclosure Statement.

I hereby certify that I have read Board Policy BBFA (Local) pertaining to “Conflict of Interest Disclosures,” and I agree and understand that the failure of a Board member to disclose a conflict of interest may result in the debarment of a Supplier for 24 months.

II. CONFLICT OF INTEREST QUESTIONNAIRE (CIQ) INSTRUCTIONS

HISD is required to comply with Texas Local Government Code Chapter 176, Disclosure of Certain Relationships with Local Government Officers. H.B. 23 significantly changed the laws relating to Conflict of Interest Disclosures as well as the corresponding forms and required disclosures. As of September 1, 2015, Supplier must sign and complete the new Conflict of Interest Questionnaire (CIQ) and submit the CIQ with its proposal.

In accordance with Chapter 176 of the Texas Local Government Code, any Supplier who does business with HISD or who seeks to do business with HISD must fill out the new Conflict of Interest Questionnaire (CIQ) whether or not a conflict of interest exists. A conflict of interest exists in the following situations:

1) If the Supplier has an employment or other business relationship with a local government officer of HISD or a family member of the officer, as described by section 176.003(a)(2)(A) of the Texas Local Government Code; or 2) If the Supplier given a local government officer of HISD, or a family member of the officer, one or more gifts with the aggregate value of $100, excluding any gift accepted by the officer or a family member of the officer if the gift is: (a) a political contribution as defined by Title 15 of the Election Code; or (b) a gift of food accepted as a guest; or 3) If the Supplier a family relationship with a local government officer of HISD.

“ Supplier” means a person who enters or seeks to enter into a contract with a local governmental entity. The term includes an agent of a Supplier. The term includes an officer or employee of a state agency when that individual is acting in a private capacity to enter into a contract. The term does not include a state agency except for Texas Correctional Industries. Texas Local Government Code 176.001(7).

“ Business relationship” means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Texas Local Government Code 176.001(3).

“Local government officer” means: (A) a member of the governing body of a local governmental entity; (B) a director, superintendent, administrator, president, or other person designated as the executive officer of a local governmental entity; or (C) an agent of a local governmental entity who exercises discretion in the planning, recommending, selecting, or contracting of a Supplier. Texas Local Government Code 176.001(4).

“Family relationship” means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity, as those terms are defined by Subchapter B, Chapter 573, Government Code. Texas Local Government Code 176.001(2-a).

SUPPLIER MUST SIGN AND SUBMIT FORM CIQ EVEN IF NO CONFLICT EXISTS. If no conflict exists, Supplier must fill out Box 1 and write N/A in Box 3.

I hereby certify that I have read Form I, Conflict of Interest Questionnaire (CIQ) Instructions, and I agree and understand that the failure to disclose a conflict of interest and/or the failure to sign and submit Form CIQ, even if no conflict exists, with this proposal may result in disqualification.

Name of Authorized Representative: ______

Signature of Authorized Representative: ______Date: ______FORM J: HISD CERTIFICATE OF INTERESTED PARTIES – FORM 1295 Certificate of Interested Parties (Form 1295 – must be filled out electronically with the Texas Ethics Commission’s online filing application, printed out, signed, notarized, and attached to Supplier’s response to this solicitation.

Houston ISD (“HISD”) is required to comply with House Bill 1295, which amended the Texas Government Code by adding Section 2252.908, Disclosure of Interested Parties. Section 2252.908 prohibits HISD from entering into a contract resulting from this RFP with a business entity unless the business entity submits a Disclosure of Interested Parties (Form 1295) to HISD at the time business entity submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Texas Ethics Commission.

“Interested Party” means a person: a) who has a controlling interest in a business entity with whom HISD contracts; or

b) who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business entity.

“ Business Entity” means an entity recognized by law through which business is conducted, including a sole proprietorship, partnership, or corporation.

As a “business entity,” all Supplier s must electronically complete, print, sign, notarize, and submit Form 1295 with their proposals even if no interested parties exist.

Proposers must file Form 1295 electronically with the Texas Ethics Commission using the online filing application, which can be found at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. Proposers must use the filing application on the Texas Ethics Commission’s website to enter the required information on Form 1295. Proposers must print a copy of the completed form, which will include a certification of filing containing a unique certification number. The Form 1295 must be signed by an authorized agent of the business entity, and the form must be notarized.

The completed Form 1295 with the certification of filing must be filed with HISD by attaching the completed form to the Supplier’s solicitation response.

HISD must acknowledge the receipt of the filed Form 1295 by notifying the Texas Ethics Commission of the receipt of the filed Form 1295 no later than the 30th day after the date the contract binds all parties to the contract. After HISD acknowledges the Form 1295, the Texas Ethics Commission will post the completed Form 1295 to its website with seven business days after receiving notice from HISD. The acknowledgement of your 1295 form does not guarantee that you will be selected as an approved Supplier. An evaluation committee will select the Supplier (s) for the project and the Board of Education will approve it during the next available board meeting. An award or regret letter will be sent once the selection and approval process is complete. In the event that your proposal is not selected, we will request you to withdraw your 1295 form from the Texas Ethics Commission website. Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sig n Signature of Her U.S. person ▶ Date ▶ e General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9 . Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

Form W-9 (Rev. 8-2013) Page 2 barter exchange transactions, rents, royalties, nonemployee pay, payments made in In the cases below, the following person must give Form W-9 to the partnership settlement of payment card and third party network transactions, and certain for purposes of establishing its U.S. status and avoiding withholding on its payments from fishing boat operators. Real estate transactions are not subject to allocable share of net income from the partnership conducting a trade or business backup withholding. in the United States: You will not be subject to backup withholding on payments you receive if you give • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the the requester your correct TIN, make the proper certifications, and report all your disregarded entity and not the entity, taxable interest and dividends on your tax return. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, Payments you receive will be subject to backup the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and withholding if: • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. 1. You do not furnish your TIN to the requester, Foreign person. If you are a foreign person or the U.S. branch of a foreign bank 2. You do not certify your TIN when required (see the Part II instructions on page 3 that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use for details), the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax 3. The IRS tells the requester that you furnished an incorrect TIN, on Nonresident Aliens and Foreign Entities). 4. The IRS tells you that you are subject to backup withholding because you did Nonresident alien who becomes a resident alien. Generally, only a nonresident not report all your interest and dividends on your tax return (for reportable interest alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on and dividends only), or certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an 5. You do not certify to the requester that you are not subject to backup exemption from tax to continue for certain types of income even after the payee withholding under 4 above (for reportable interest and dividend accounts opened has otherwise become a U.S. resident alien for tax purposes. after 1983 only). If you are a U.S. resident alien who is relying on an exception contained in the Certain payees and payments are exempt from backup withholding. See Exempt saving clause of a tax treaty to claim an exemption from U.S. tax on certain types payee code on page 3 and the separate Instructions for the Requester of Form of income, you must attach a statement to Form W-9 that specifies the following W-9 for more information. five items: Also see Special rules for partnerships on page 1. 1. The treaty country. Generally, this must be the same treaty under which you What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) claimed exemption from tax as a nonresident alien. requires a participating foreign financial institution to report all United States account 2. The treaty article addressing the income. holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the 3. The article number (or location) in the tax treaty that contains the saving Instructions for the Requester of Form W-9 for more information. clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and Updating Your Information Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See You must provide updated information to any person to whom you claimed to be Regulation section 301.7701-2(c)(2)(iii). Enter the owner's name on the “Name” an exempt payee if you are no longer an exempt payee and anticipate receiving line. The name of the entity entered on the “Name” line should never be a reportable payments in the future from this person. For example, you may need disregarded entity. The name on the “Name” line must be the name shown on the to provide updated information if you are a C corporation that elects to be an S income tax return on which the income should be reported. For example, if a corporation, or if you no longer are tax exempt. In addition, you must furnish a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes new Form W-9 if the name or TIN changes for the account, for example, if the has a single owner that is a U.S. person, the U.S. owner's name is required to be grantor of a grantor trust dies. provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter Penalties the disregarded entity's name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, the owner must Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you complete an appropriate Form W-8 instead of a Form W-9. This is the case even if are subject to a penalty of $50 for each such failure unless your failure is due to the foreign person has a U.S. TIN. reasonable cause and not to willful neglect. Note. Check the appropriate box for the U.S. federal tax classification of the Civil penalty for false information with respect to withholding. If you make a person whose name is entered on the “Name” line (Individual/sole proprietor, false statement with no reasonable basis that results in no backup withholding, Partnership, C Corporation, S Corporation, Trust/estate). you are subject to a $500 penalty. Limited Liability Company (LLC). If the person identified on the “Name” line is an Criminal penalty for falsifying information. Willfully falsifying certifications or LLC, check the “Limited liability company” box only and enter the appropriate affirmations may subject you to criminal penalties including fines and/or code for the U.S. federal tax classification in the space provided. If you are an LLC imprisonment. that is treated as a partnership for U.S. federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be Misuse of TINs. If the requester discloses or uses TINs in violation of federal taxed as a corporation, enter “C” for C corporation or “S” for S corporation, as law, the requester may be subject to civil and criminal penalties. appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise Specific Instructions tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for U.S. Name federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the If you are an individual, you must generally enter the name shown on your “Name” line. income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name Other entities. Enter your business name as shown on required U.S. federal tax change, enter your first name, the last name shown on your social security card, documents on the “Name” line. This name should match the name shown on the and your new last name. charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Exemptions Sole proprietor. Enter your individual name as shown on your income tax If you are exempt from backup withholding and/or FATCA reporting, enter in the return on the “Name” line. You may enter your business, trade, or “doing Exemptions box, any code(s) that may apply to you. See Exempt payee code and business as (DBA)” name on the “Business name/disregarded entity name” line. Exemption from FATCA reporting code on page 3. Partnership, C Corporation, or S Corporation. Enter the entity's name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line. Form W-9 (Rev. 8-2013) Page 3 G—A real estate investment trust Exempt payee code. Generally, individuals (including sole proprietors) are not H—A regulated investment company as defined in section 851 or an entity exempt from backup withholding. Corporations are exempt from backup registered at all times during the tax year under the Investment Company Act of withholding for certain payments, such as interest and dividends. Corporations are 1940 not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. I—A common trust fund as defined in section 584(a) J— Note. If you are exempt from backup withholding, you should still complete this A bank as defined in section 581 form to avoid possible erroneous backup withholding. K—A broker The following codes identify payees that are exempt from backup withholding: 1 L—A trust exempt from tax under section 664 or described in section 4947(a)(1) —An organization exempt from tax under section 501(a), any IRA, or a M—A tax exempt trust under a section 403(b) plan or section 457(g) plan custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) Part I. Taxpayer Identification Number (TIN) 2—The United States or any of its agencies or instrumentalities Enter your TIN in the appropriate box. If you are a resident alien and you do not 3—A state, the District of Columbia, a possession of the United States, or any of have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer their political subdivisions or instrumentalities identification number (ITIN). Enter it in the social security number box. If you do not 4—A foreign government or any of its political subdivisions, agencies, or have an ITIN, see How to get a TIN below. instrumentalities If you are a sole proprietor and you have an EIN, you may enter either your SSN 5—A corporation or EIN. However, the IRS prefers that you use your SSN. 6—A dealer in securities or commodities required to register in the United If you are a single-member LLC that is disregarded as an entity separate from its States, the District of Columbia, or a possession of the United States owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is 7—A futures commission merchant registered with the Commodity Futures classified as a corporation or partnership, enter the entity’s EIN. Trading Commission Note. See the chart on page 4 for further clarification of name and TIN 8—A real estate investment trust combinations. 9—An entity registered at all times during the tax year under the Investment How to get a TIN. If you do not have a TIN, apply for one immediately. To apply Company Act of 1940 for an SSN, get Form SS-5, Application for a Social Security Card, from your local 10—A common trust fund operated by a bank under section 584(a) 11— Social Security Administration office or get this form online at www.ssa.gov . You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for A financial institution IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, 12—A middleman known in the investment community as a nominee or Application for Employer Identification Number, to apply for an EIN. You can apply custodian for an EIN online by accessing the IRS website at www.irs.gov/businesses and 13—A trust exempt from tax under section 664 or described in section 4947 clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800- The following chart shows types of payments that may be exempt from backup TAX-FORM (1-800-829-3676). withholding. The chart applies to the exempt payees listed above, 1 through 13. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it IF the payment is for . . . THEN the payment is exempt for . . . to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get Interest and dividend payments All exempt payees except a TIN and give it to the requester before you are subject to backup withholding on for 7 payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to Broker transactions Exempt payees 1 through 4 and 6 the requester. through 11 and all C corporations. S Note. Entering “Applied For” means that you have already applied for a TIN or that corporations must not enter an exempt you intend to apply for one soon. payee code because they are exempt only for sales of noncovered securities Caution: A disregarded U.S. entity that has a foreign owner must use the acquired prior to 2012. appropriate Form W-8.

Barter exchange transactions and Exempt payees 1 through 4 Part II. Certification patronage dividends To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if Payments over $600 required to be Generally, exempt payees items 1, 4, or 5 below indicate otherwise. reported and direct sales over $5,0001 1 through 52 For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the Payments made in settlement of Exempt payees 1 through 4 “Name” line must sign. Exempt payees, see Exempt payee code earlier. payment card or third party network Signature requirements. Complete the certification as indicated in items 1 transactions through 5 below. 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 1. Interest, dividend, and barter exchange accounts opened before 1984 2 However, the following payments made to a corporation and reportable on Form and broker accounts considered active during 1983. You must give your 1099-MISC are not exempt from backup withholding: medical and health care correct TIN, but you do not have to sign the certification. payments, attorneys' fees, gross proceeds paid to an attorney, and payments for 2. Interest, dividend, broker, and barter exchange accounts opened after services paid by a federal executive agency. 1983 and broker accounts considered inactive during 1983. You must sign the Exemption from FATCA reporting code. The following codes identify payees certification or backup withholding will apply. If you are subject to backup that are exempt from reporting under FATCA. These codes apply to persons withholding and you are merely providing your correct TIN to the requester, you submitting this form for accounts maintained outside of the United States by must cross out item 2 in the certification before signing the form. certain foreign financial institutions. Therefore, if you are only submitting this form 3. Real estate transactions. You must sign the certification. You may cross out for an account you hold in the United States, you may leave this field blank. item 2 of the certification. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an A—An organization exempt from tax under section 501(a) or any individual incorrect TIN. “Other payments” include payments made in the course of the retirement plan as defined in section 7701(a)(37) requester’s trade or business for rents, royalties, goods (other than bills for B—The United States or any of its agencies or instrumentalities merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in C—A state, the District of Columbia, a possession of the United States, or any settlement of payment card and third party network transactions, payments to of their political subdivisions or instrumentalities certain fishing boat crew members and fishermen, and gross proceeds paid to D—A corporation the stock of which is regularly traded on one or more attorneys (including payments to corporations). established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) 5. Mortgage interest paid by you, acquisition or abandonment of secured E—A corporation that is a member of the same expanded affiliated group as a property, cancellation of debt, qualified tuition program payments (under corporation described in Reg. section 1.1472-1(c)(1)(i) section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you F—A dealer in securities, commodities, or derivative financial instruments do not have to sign the certification. (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state Form W-9 (Rev. 8-2013) Page 4 What Name and Number To Give the Requester Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: [email protected] or contact them at www.ftc.gov/idtheft or 1-877- IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. *Note. Grantor also must provide a Form W-9 to trustee of trust.

Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. FORM L: CERTIFICATE OF INSURANCE (ACORD FORM)

Please include the Certificate of Insurance (Acord Form) or a Letter from its insurance provider stating that proposer can provide the levels of insurance required in this RFP – section

FORM M: ACKNOWLEDGEMENT FORM

RFP/RFQ Number: Project Name:

RFP/RFQ Due Date / Bid Opening:

THIS ACKNOWLEDGEMENT FORM MUST BE SIGNED AND RETURNED WITH YOUR PROPOSAL RESPONSE TO ACKNOWLEDGE AND AFFIRM AGREEMENT TO ALL OF THE STATEMENTS AND TERMS & CONDITIONS CONTAINED IN THIS REQUEST FOR PROPOSAL/QUALIFICATION. THE AUTHORIZED SUPPLIER REPRESENTATIVE MANUALLY SIGNING THIS ACKNOWLEDGEMENT FORM WARRANTS THAT THEY ARE IN RECEIPT OF THE FULL REQUEST FOR PROPOSAL AND ARE DULY AUTHORIZED TO COMMIT ON BEHALF OF THEIR COMPANY TO CONTRACTUAL OBLIGATIONS AND PRICING. I hereby acknowledge that I have received and read the following parts of the proposal in its entirety:

Documents Initi als Part I: General Terms and Conditions Part II: Request for Proposals - Scope of Work Part III: Attachments

VENDOR AGREES TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, RULES, REGULATIONS, AND ORDINANCES. IT IS FURTHER ACKNOWLEDGED THAT VENDOR CERTIFIES COMPLIANCE WITH ALL PROVISIONS, LAWS, ACTS, REGULATIONS, ETC. AS SPECIFICALLY NOTED ABOVE.

Vendor’s Name: ______Address, City, State, and Zip Code: ______Phone Number: ______Fax Number: ______

FORM N: MASTER SERVICE AGREEMENT – IF APPLICABLE

SUPPLIER TO COMPLETE HIGHLIGHTED YELLOW AREAS

& PROVIDER SIGNATURE AREAS

MASTER SERVICES CONTRACT BETWEEN

HOUSTON INDEPENDENT SCHOOL DISTRICT AND ______PROJECT #17-06-16

THIS SERVICES CONTRACT (“Contract”) is made and entered into by and between the Houston Independent School District (“HISD” or “District”), 4400 West 18th Street, Houston, Texas 77092, and ______(Provider).

WHEREAS, HISD desires to hire Provider to perform services as outlined in the scope section of this Contract.

WHEREAS, HISD has determined that such services are in support of its educational objectives;

NOW THEREFORE, in consideration of the mutual promises herein contained, and other good and valuable consideration, the parties hereto agree as follows:

I. SERVICES TO BE PROVIDED BY PROVIDER (SCOPE OF SERVICES):

Provider agrees to provide to HISD:

Services and or materials in a timely and satisfactory manner as outlined in Request For Proposal (“RFP”) # 17-06-16, Swimming Pool Services which also includes repair services and Form F (Pricing Schedule) submitted by Providers. Provider’s Form F will be attached to this contract and loaded into HISD’s SAP System. Pricing will not exceed the rates listed in the Form F submitted by Provider.

If there is any inconsistency or ambiguity between the terms of this Contract and the RFP, the terms of this Contract shall control.

All work outlined herein shall be deemed “Work” under the terms of this Contract.

II. SERVICES TO BE PROVIDED BY HISD:

HISD agrees to provide to Provider:

 Space for Provider services  Other items necessary must be agreed upon between HISD and Provider and listed in an exhibit that will be attached to the purchase order

III. TERM OF CONTRACT

The term of this Contract shall be from November 10, 2017 through November 9, 2018 ;with up to four (4) one-year renewal options upon the execution of a renewal addendum. However, this Contract may be terminated prior to the expiration of the term as provided in the Termination Section of this Contract. IV. TERMINATION

This Contract may be terminated prior to the expiration of the term hereof as follows:

• By HISD upon 3 days’ notice if the work is not provided in a satisfactory and proper manner as determined by HISD • By mutual written agreement of the parties; • By HISD with or without cause, upon thirty (30) days prior written notice to the Provider; or • By HISD immediately if Provider commits a material breach of any of the terms of this Contract.

In the event this Contract is terminated because of a violation or breach of the contract terms by Provider, HISD shall be entitled to all administrative, contractual and legal remedies, including sanctions and penalties as may be appropriate.

V. COMPENSATION

For and in consideration of the services to be provided by Provider under this Contract, HISD will pay Provider for the performance of services at the rates set forth in Form F (Pricing Schedule) submitted by Provider. Pricing will not exceed the rates listed in Form F of the RFP submission.

The compensation to be paid will be charged to the budget determined by the purchase order submitted. Original invoices should be sent for processing to the Controller’s Office. Upon receipt by the Controller’s Office, undisputed invoices will be processed for payment within 30 days of its receipt.

In the event this Contract is terminated prior to the end of the stated term, payments will only be made to the extent that work satisfactory to HISD has been performed and is undisputed prior to termination.

FEDERAL GRANT FUNDING AND HOUSTON INDEPENDENT SCHOOL DISTRICT'S BOARD POLICY OBLIGATIONS

To the extent that HISD's obligation hereunder for payment of compensation is limited to and expressly subject to receipt of any funds from TEA under the provision of the Elementary and Secondary Education Act of 1965 as amended by Public Law 100-297, ESEA Title I-Part A and that such funds are specifically designated for this program, Provider agrees to comply with all of the following requirements. In the event such funds are not received by HISD, or only partial funding is received from TEA, HISD may terminate this contract and not be liable for the remaining balance of the contract to the extent that the work has not been performed. In the event HISD is ever required to refund any funds received from TEA specifically designated for this program, based upon Provider’s failure to adhere to the requirements herein, then it is understood and agreed that Provider shall be liable for and shall refund such amounts received by them to HISD within fifteen (15) days of receipt of written notice from HISD.

Provider agrees to comply with all rules, regulations, ordinances, statutes, and other laws, whether local, state or federal, including, but not limited to, all audit and other requirements of the Single Audit Act of 1984. In the event an audit occurs and any expenditures relating to this Contract are disallowed, based upon Provider’s failure to adhere to the requirements herein, Provider agrees to reimburse HISD immediately for the full amount of such disallowed expenditures.

To the extent that Federal Funds are utilized for payment under this contract, Provider agrees to comply with the Education Department General Administrative Regulations (“EDGAR”). Provider shall complete the EDGAR Provider Certifications which are attached hereto as Exhibit “1,” which certifications are incorporated by reference herein, and shall ensure that such Provider Certifications are promptly updated as necessary during the term of this Contract. Noncompliance or misrepresentation regarding the Provider Certifications may, in HISD’s sole discretion, be grounds for immediate termination of this Contract. (If Federal Funds are not utilized, this attachment can be deleted from this contract.)

Provider shall provide all services and perform all functions in accordance with the U.S. Office of Management and Budget (OMB) Uniform Guidance (2 CFR 200 through 200.521), and any other applicable OMB requirements, and in accordance with HISD’s Procedures which HISD shall provide to Provider, regarding regulatory and financial matters so that the Grant can be carried out in accordance with the requisite federal and state requirements.

MASTER SERVICES CONTRACT BETWEEN HOUSTON INDEPENDENT SCHOOL DISTRICT AND ______PROJECT #17-06-16

THIS SERVICES CONTRACT (“Contract”) is made and entered into by and between the Houston Independent School District (“HISD” or “District”), 4400 West 18th Street, Houston, Texas 77092, and ______(Provider).

WHEREAS, HISD desires to hire Provider to perform services as outlined in the scope section of this Contract.

WHEREAS, HISD has determined that such services are in support of its educational objectives; NOW THEREFORE, in consideration of the mutual promises herein contained, and other good and valuable consideration, the parties hereto agree as follows:

VI. SERVICES TO BE PROVIDED BY PROVIDER (SCOPE OF SERVICES):

Provider agrees to provide to HISD:

Services and or materials in a timely and satisfactory manner as outlined in Request For Proposal (“RFP”) # ______, , Swimming Pool Services which also includes repair services and Form F (Pricing Schedule) submitted by Providers. Provider’s Form F will be attached to this contract and loaded into HISD’s SAP System. Pricing will not exceed the rates listed in the Form F submitted by Provider.

If there is any inconsistency or ambiguity between the terms of this Contract and the RFP, the terms of this Contract shall control.

All work outlined herein shall be deemed “Work” under the terms of this Contract.

VII. SERVICES TO BE PROVIDED BY HISD:

HISD agrees to provide to Provider:

 Space for Provider services  Other items necessary must be agreed upon between HISD and Provider and listed in an exhibit that will be attached to the purchase order

TERM OF CONTRACT

The term of this Contract shall be from November 10, 2017 through November 9, 2018; with up to four (4) one-year renewal options upon the execution of a renewal addendum. However, this Contract may be terminated prior to the expiration of the term as provided in the Termination Section of this Contract.

TERMINATION This Contract may be terminated prior to the expiration of the term hereof as follows:

• By HISD upon 3 days’ notice if the work is not provided in a satisfactory and proper manner as determined by HISD • By mutual written agreement of the parties; • By HISD with or without cause, upon thirty (30) days prior written notice to the Provider; or • By HISD immediately if Provider commits a material breach of any of the terms of this Contract.

In the event this Contract is terminated because of a violation or breach of the contract terms by Provider, HISD shall be entitled to all administrative, contractual and legal remedies, including sanctions and penalties as may be appropriate.

VIII. COMPENSATION

For and in consideration of the services to be provided by Provider under this Contract, HISD will pay Provider for the performance of services at the rates set forth in Form F (Pricing Schedule) submitted by Provider. Pricing will not exceed the rates listed in Form F of the RFP submission.

The compensation to be paid will be charged to the budget determined by the purchase order submitted. Original invoices should be sent for processing to the Controller’s Office. Upon receipt by the Controller’s Office, undisputed invoices will be processed for payment within 30 days of its receipt.

In the event this Contract is terminated prior to the end of the stated term, payments will only be made to the extent that work satisfactory to HISD has been performed and is undisputed prior to termination.

FEDERAL GRANT FUNDING AND HOUSTON INDEPENDENT SCHOOL DISTRICT'S BOARD POLICY OBLIGATIONS

To the extent that HISD's obligation hereunder for payment of compensation is limited to and expressly subject to receipt of any funds from TEA under the provision of the Elementary and Secondary Education Act of 1965 as amended by Public Law 100-297, ESEA Title I-Part A and that such funds are specifically designated for this program, Provider agrees to comply with all of the following requirements. In the event such funds are not received by HISD, or only partial funding is received from TEA, HISD may terminate this contract and not be liable for the remaining balance of the contract to the extent that the work has not been performed.

In the event HISD is ever required to refund any funds received from TEA specifically designated for this program, based upon Provider’s failure to adhere to the requirements herein, then it is understood and agreed that Provider shall be liable for and shall refund such amounts received by them to HISD within fifteen (15) days of receipt of written notice from HISD.

Provider agrees to comply with all rules, regulations, ordinances, statutes, and other laws, whether local, state or federal, including, but not limited to, all audit and other requirements of the Single Audit Act of 1984. In the event an audit occurs and any expenditures relating to this Contract are disallowed, based upon Provider’s failure to adhere to the requirements herein, Provider agrees to reimburse HISD immediately for the full amount of such disallowed expenditures.

To the extent that Federal Funds are utilized for payment under this contract, Provider agrees to comply with the Education Department General Administrative Regulations (“EDGAR”). Provider shall complete the EDGAR Provider Certifications which are attached hereto as Exhibit “1,” which certifications are incorporated by reference herein, and shall ensure that such Provider Certifications are promptly updated as necessary during the term of this Contract. Noncompliance or misrepresentation regarding the Provider Certifications may, in HISD’s sole discretion, be grounds for immediate termination of this Contract. (If Federal Funds are not utilized, this attachment can be deleted from this contract.)

Provider shall provide all services and perform all functions in accordance with the U.S. Office of Management and Budget (OMB) Uniform Guidance (2 CFR 200 through 200.521), and any other applicable OMB requirements, and in accordance with HISD’s Procedures which HISD shall provide to Provider, regarding regulatory and financial matters so that the Grant can be carried out in accordance with the requisite federal and state requirements.

IX. PURCHASE ORDERS REQUIRED

This Contract is intended to allow the District to purchase services from the Provider through the HISD Procurements Services Department by using the District’s requisition and purchase order process. This Contract shall govern all conditions and service terms between the Provider and HISD. The Provider agrees that contracted personnel will not begin work at HISD until the Provider receives a valid District purchase order issued by the Procurement Services Department. In the event that the contracted personnel begin work before Provider receives a valid purchase order, the Provider agrees that the District is not liable for payment of such services rendered. X.RELATIONSHIP OF THE PARTIES

It is understood and agreed that Provider is a separate legal entity from HISD and neither it nor any of its employees, volunteers, or agents contracted by it shall be deemed for any purposes to be employees or agents of HISD. Provider assumes full responsibility for the actions of its personnel and volunteers while performing any services incident to this Contract, and shall remain solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), workers’ compensation, disability benefits and like requirements and obligations.

Nothing in this Contract shall be deemed or construed to create any third party beneficiaries or otherwise give any third party any claim or right of action against any party to this Contract.

XI. NO WAIVER OF IMMUNITY

HISD does not waive or relinquish any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of its execution of this Contract and performance of the functions or obligations described herein. Nothing herein shall be construed as creating any personal liability on the part of any trustee, officer, director, employee or representative of HISD.

XII. RETURN OF MATERIAL

Upon termination or expiration of this Contract, each Party will return to the other Party any items in its possession containing any intellectual property of HISD or Provider, as the case may be, to be used in connection with this Contract, including but not limited to: all Marks, patents, patent applications, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, technology (“Intellectual Property”) and all Confidential Information pertaining to such Intellectual Property. As used herein, the term “Marks” shall mean the words, terms, characters, emblems, logos, service marks, trade names or trademarks, designs or parts thereof, in any size or dimension, presently used or hereafter acquired by any person to identify such Party, its services and/or equipment. As used herein, the term “Confidential Information” shall mean all information and ideas in whatever form, tangible or intangible, pertaining in any manner to the current or contemplated business or operations of the Parties hereto, or their respective affiliates, including but not limited to: customer lists and documents; individual account information; business plans; business concepts; business practices; marketing strategies; ideas and theories; underwriting; origination and servicing systems practices; management processes; systems; practices and strategies; and business development methods, ideas and strategies. Alternatively, upon request of the disclosing Party, the receiving Party shall destroy all such Intellectual Property or Confidential Information of the disclosing Party and any other materials furnished to the other Party pursuant to this Contract, and certify in writing that they have been destroyed.

XIII. AUTHORIZATION OF CONTRACT Each Party represents and warrants to the other that: (i) it has the right and authority to enter into and perform all obligations under this Contract; (ii) it shall materially comply with all Applicable Laws, with respect to its performance of this Contract; (iii) no authorization or approval from any third party is or will be required in connection with such Party’s execution, delivery or performance of this Contract (iv) the execution and performance of this Contract does not violate or conflict with the terms or conditions of any other agreement to which it is a party or by which it is bound; and (v) this Contract has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms.

XIV. INSURANCE

The Provider shall carry insurance with responsible insurance carriers acceptable to HISD and with minimum limits of liability coverage, as stated below, against claims for damages caused by bodily injury, including death, to employees and third parties, and claims for property damage. The Provider must carry insurance with responsible carriers acceptable to HISD rated A or better, by A.M. Best, with minimum limits of liability coverage as stated below, against claims for damages caused by bodily injury, including death, to employees and third parties, and claims for property damage. The Provider shall furnish certificates of insurance to HISD indicating compliance with this paragraph.

Type of Coverage Minimum Limits 1. Workers' Compensation and Statutory Employer's Liability $100,000 per accident

2. Automobile Liability: $1,000,000 Combined Single Bodily Injury & Property Damage Limit For all owned, non-owned vehicles and hired vehicles.

3. Commercial General Liability $1,000,000 per occurrence

HISD reserves the right to require additional insurance coverage to be carried by the Provider as deemed desirable by HISD, depending on the type of project.

The Provider shall submit evidence at the time of any execution of the Contract that it has in full force and effect all insurance requirements listed above. The Provider shall maintain such insurance in full force and effect throughout the duration of the Contract. In the event that it is not commercially feasible to maintain insurance during the period required by the Contract, Provider shall supply HISD with equivalent assurance to the required insurance, acceptable to HISD. HISD shall be listed as certificate holder. HISD shall be named as an additional insured on the automobile and commercial general liability policy. HISD shall be named as an alternate employer on the workers’ compensation policy. A waiver of subrogation shall be issued in favor of HISD in the workers’ compensation, automobile and commercial general liability policies.

The Provider shall provide HISD with certificates of insurance after the bid has been awarded and before the beginning of the project when requested by the owner contact. Such certificates shall indicate an agreement by each carrier not to cancel or significantly diminish coverage without a minimum of thirty (30) days prior written notice to HISD.

XV. NO WAIVER

No waiver of a breach of any provision of this Contract shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision shall be construed to be a waiver of such breach.

XVI. NOTICE

Any notice required to be given under the provisions of this Contract shall be in writing and shall be duly served when it shall be hand-delivered to the addressees set out below, or shall have been deposited, duly registered or certified, return receipt requested, in a United States Post Office addressed to the other party at the following addresses:

To: Provider, as shown on the attached signature page

To: Houston Independent School District Attn: Richard A. Carranza, Superintendent of Schools 4400 West 18th Street Houston, Texas 77092

Any party may designate a different address by giving the other party ten (10) days prior written notice in the manner provided above.

XVII. NO ASSIGNMENT OR CHANGES No change, amendment or modification of any provision of this Contract will be accepted. This Contract, including its Exhibits, sets forth the entire Contract and supersedes any and all prior agreements, written or oral, of the Parties with respect to the transactions set forth herein. Neither Party may assign or otherwise transfer this Contract or any rights or obligations hereunder, in whole or in part, without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign or otherwise transfer this Contract or any rights or obligations hereunder, upon notice to the other Party, to an affiliate, or other person or corporate entity resulting from a sale, merger or other transaction involving the transfer of Provider’s assets, stock and/or business.

XVIII. LIMITATION ON MARKETING AND SALES ACTIVITIES

Neither Party intends under this Contract to be a marketing or sales agent for the other, nor shall either Party have any obligation to recommend the products or services of the other to any potential clients; provided, however, that HISD may, pursuant to this Contract, advise its clients, and prospective clients, of the availability of the Provider Services and materials.

XIX. SECTION HEADINGS

The headings of sections contained in this Contract are for convenience only, and they shall not, expressly or by implication, limit, define, extend, or construe the terms or provisions of the sections of this Contract.

XX. GOVERNING LAW

This Contract is made in Texas and shall be construed, interpreted, and governed by the laws of such state. The parties irrevocably consent to the sole and exclusive jurisdiction and venue of the courts of Harris County, Texas, for any action under this Contract.

In connection with HISD’s defense of any suit against it and/or HISD’s prosecution of any claim, counterclaim or action to enforce any of its rights and/or claims hereunder, in which HISD prevails as to all or any portion of its defense(s), claims, counterclaims or actions, HISD shall be entitled to recover its actual attorney’s fees and expenses incurred in defending such suit and/or in prosecuting such claim or action.

Provider shall comply with Executive Order No. 11246, entitled “Equal Employment Opportunity”, as amended by Executive Order No. 11375, and as supplemented in Department of Labor Regulations (41 CFR Part 60).

Provider shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 7606), Section 508 of the Clean Water Act (33 USC 1368), Executive Order No. 11738, and Environmental Protection Agency regulations (40 CRF, Part 51), which prohibit the use under non-exempt federal contracts, grants, or loans of facilities included on the EPA list of violating facilities. Violations shall be reported to the Texas Education Agency and to the USEPA Assistant Administrator for Enforcement (EN-329).

Provider shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).

Provider agrees to comply with all applicable requirements of all federal laws, executive orders, regulations, applicable guidelines, and policies governing this program, particularly relating to nondiscrimination. These include but are not limited to: (i) Title VI of the Civil Rights Act of 1964, as amended; (ii) Title IX of the Education Amendments of 1972; as amended; (iii) Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; and (iv) the American with Disabilities Act, as amended.

Provider hereby certifies that it is not a company identified on the Texas comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Provider further certifies and verifies that neither Provider, nor any affiliate, subsidiary, or parent company of Provider, if any (the “Provider Companies”), boycotts Israel, and Provider agrees that Provider and Provider Companies will not boycott Israel during the term of this Contract. For purposes of this Contract, there term “boycott” shall mean and include terminating business activities or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory

XXI. ORIGINALS

This Contract is executed in one single original copy, the original of which shall be maintained by HISD.

XXII. REPORTS

To the extent applicable, HISD and Provider shall furnish operating reports to designated representatives on a schedule to be mutually agreed upon. No written reports of any kind shall be released to any third parties without prior written approval of HISD.

XXIII. INDEMNITY

Provider shall hold HISD and its past and present and future trustees, officers and employees harmless and shall indemnify all such parties against any and all claims, demands, and causes of action of whatever kind or nature asserted by any third party, occurring or in any way incident to, arising out of, or in connection with any acts of Provider and its agents, employees, and subcontractors done in connection with this Contract.

Nothing in this Contract shall be construed to create a claim or cause of action against the District for which it is not otherwise liable, nor to waive any immunity or defense to which the District may be entitled nor to create an impermissible deficiency debt of the District.

XXIV. CRIMINAL HISTORY BACKGROUND CHECK

Pursuant to Sections 22.0834, 22.0835 and 22.085 of the Texas Education Code, Provider hereby certifies that all employees, subcontractors and volunteers of the Provider who are hired by Provider on or after January 1, 2008, who have or will have continuing duties related to the contracted services, and have or will have direct contact with students, have passed a national criminal history background record information review as required by those sections. Provider must provide a list of the names and dates of birth of all employees who have passed the background check to District’s Office of Ethics & Compliance in person or via email at [email protected]. If Provider’s employees, subcontractors or volunteers have no contact with HISD students, Provider shall so certify on a prescribed form to the Office of Ethics & Compliance, and will be considered to be in compliance with the requirements of this contract.

Provider shall send or ensure that the employee or applicant sends to the Texas Department of Public Safety (“DPS”) information that is required by the DPS for obtaining national criminal history record information, which may include fingerprints and photographs. DPS shall obtain the person’s national criminal history record information and report the results through the criminal history clearinghouse as provided by Section 411.0845, Government Code.

Providers that have more than 4 employees must set up an account with the Texas Department of Public Safety (“DPS”) in order to obtain criminal histories on their covered employees. To set up an account with DPS, a Provider should contact the crime records service bureau at 512-424- 2365.

Providers with up to 4 employees must obtain a FAST PASS from the District in order to obtain their criminal history. Appointments must be made with IdentoGo, in accordance with the instructions included with the FAST Pass, who will then notify HISD electronically that the background checks have been done. Providers should contact the District’s Human Resources Department to obtain the FAST PASS and scheduling instructions at 713 556-7491.

Providers must present a list of all employees who may have direct contact with students to HISD.

Provider must also obtain certifications from all subcontractors that their employees to whom Section 22.0834 applies have also passed a national criminal history background record information review. Provider must also provide assurances that all of its employees, subcontractors and volunteers, including those hired before January 1, 2008, who have contact with students have passed a criminal history background check current within the last year. If an employee, subcontractor or volunteer of the Provider has a criminal conviction or has received deferred adjudication for a felony offense or a misdemeanor involving moral turpitude, the District may elect not to enter into this Contract, or cancel the Contract.

WARNING: Section 44.034 of the Texas Education Code requires that a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.

The District may terminate this Contract if the district determines that the person or business entity failed to comply with any of these provisions, failed to give notice as required by Section 44.034 (a) or misrepresented the conduct resulting in the conviction. The District will compensate the person or business entity for undisputed services performed before the termination of the contract.

XXV. RELEASE OF INFORMATION

Unless required by law, the existence and terms of this Contract may not be disclosed by Provider to any third party without the prior written consent of HISD. Provider may not publish or use any publicity materials relating to this Contract or use HISD’s name without the written consent of HISD.

XXVI. RECORDS RETENTION AND AUDITS HISD or its authorized representative, shall be afforded unrestricted access to and permitted to inspect and copy all the Provider’s records, which shall include but not be limited to accounting records (hard copy as well as computer readable data), correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to this Contract. The Provider shall preserve all such records for a period of five (5) years, or for such longer period as may be required by law, after final payment under this Contract. If this Contract is funded from contract/grant funds provided by the U. S. Government or the State of Texas, the Contract, books, and records shall be available for review and audit by the Comptroller General of the U.S. and/or the Inspector General of the federal sponsoring agency, or the State of Texas and its duly authorized representatives.

XXIV. STUDENT RECORDS

To the extent that Provider will come into possession of student records and information, and to the extent that Provider will be involved in the survey, analysis, or evaluation of students, incidental to this Contract, Provider agrees to comply with all applicable requirements of the Family Educational Rights and Privacy Act. XXV. TEXAS PUBLIC INFORMATION ACT

In the event that HISD is required to furnish information or records pursuant to the Texas Public Information Act, Provider shall furnish all such information and records to HISD and HISD shall have the right to release such information and records.

XXVI. BUSINESS ETHICS

During the course of pursuing contracts, and the course of contract performance, Provider will maintain business ethics standards aimed at avoiding real or apparent impropriety or conflicts of interest. No substantial gifts, entertainment, payments, loans or other considerations beyond that which would be collectively categorized as incidental shall be made to any employees or officials of HISD, its authorized agents and representatives, or to family members of any of them. At any time Provider believes there may have been a violation of this obligation, Provider shall notify HISD of the possible violation. HISD is entitled to request a representation letter from Provider, its subcontractors or vendors at any time to disclose all things of value passing from Provider, its subcontractors or vendors to HISD’s personnel or its authorized agents and representatives.

REQUIRED DISCLOSURES

a. For all contracts in excess of $50,000.00, or which require Board approval, Provider must execute and electronically file Form 1295, which is available at https://www.ethics.state.tx.us/forms/1295.pdf listing all interested parties, including a person who has a controlling interest in Provider’s business, or who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business, to HISD at the time it executes the contract in compliance with Section 2252.908 of the Texas Government Code. Instructions for filing Form 1295 are attached hereto as Exhibit “2”.

b. Provider must also file a completed conflict of interest questionnaire, in compliance with Section 176.006 of the Texas Local Government Code, attached hereto as Exhibit “3”, or available at https://www.ethics.state.tx.us/forms/CIQ.pdf with the HISD records administrator, if the Provider has an employment or other business relationship with a local government officer of HISD, or a family member of the officer; has given a local government officer of HISD, or a family member of the officer, one or more gifts with the aggregate value of more than $100 in the 12-month period preceding the date of the contract; or has a family relationship with a local government officer of HISD. The questionnaire must be filed not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with HISD; or (B) submits an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with HISD; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer of HISD; (B) that the vendor has given one or more gifts to a local government officer of HISD of more than $100 in the aggregate; (C) of a family relationship with a local government officer of HISD.

XXVII. BUSINESS CERTIFICATES / TAXES

All Provider or Professional Services Providers entering into a contract with HISD must adhere to the following applicable Texas laws as they pertain to their individual type of ownership.

Corporations (domestic or foreign *) shall be properly registered with the Texas Secretary of State and the Comptroller of Public Accounts as required by TITLE 34, Part 1, Chapter 3, Subchapter V, Rule 3.546 of the Texas Administrative Code. A current "Certificate of Good Standing" from the Texas Comptroller of Public Accounts shall be made available upon request stating that the corporation charter is current and all Texas Franchise Reports and Taxes are paid.

Partnerships and Joint Stock Companies, and Limited Liability Partnerships (domestic or foreign*) shall be properly registered with the Texas Secretary of State in accordance with TITLE 105--PARTNERSHIPS AND JOINT STOCK COMPANIES, CHAPTER ONE --- PARTNERSHIPS, LIMITED PARTNERSHIPS, TEXAS REVISED LIMITED PARTNERSHIP ACT, Article 6132a-1. "Texas Revised Limited Partnership Act." All partners in a partnership must file a "Certificate of Limited Partnership" with the secretary of state, which shall be made available for inspection upon request.

The Provider whether corporate, partnership or sole owner must be current on HISD Property Taxes. If commercial personal property is located in the jurisdiction, current renditions of these properties must be filed with the Chief Appraiser, as required by Chapter 22, Section 22.01, of the Texas "PROPERTY TAX CODE".

*Note: Foreign means formed under laws of another state; Domestic means formed under Texas laws.

Assumed Names An assumed name certificate (or DBA) shall be properly registered with the Harris County Clerk's Office for anyone wishing to do business under another name. This applies to corporate entities as well as individuals. The contract should be in the name of the individual or entity d/b/a the assumed name, rather than just the assumed name. Chapter 71, Texas Business and Commerce Code.

XXVIII. CONFIDENTIAL & PROPRIETARY INFORMATION

The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

XXIV. DATA AND PROPRIETARY RIGHTS

All Work, as defined under this Contract, shall be deemed “Work Made For Hire” as defined by the United States Copyright Law, and HISD retains for itself sole ownership of all proprietary rights in and to all designs, engineering details and other data pertaining to any discoveries, inventions, patent rights, software, improvements and the like made by Provider personnel in the course of performing the Work.

HISD acknowledges and agrees that (i) as between Provider and HISD, Provider owns all right, title and interest in and to Provider’s Intellectual Property, (ii) nothing in this Contract shall confer in HISD or any of its affiliates any right of ownership in any of Provider’s Intellectual Property, and (iii) HISD shall not now or in the future contest the validity of any of Provider’s Marks. XXX. DEBARMENT AND SUSPENSIONS Provider certifies, to the best of its knowledge and belief, that it is not presently debarred, suspended for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency.

XXXI. COMPLETE UNDERSTANDING

This Contract shall constitute the complete understanding of Provider and HISD, and may not be modified in any manner. No changes, amendments, or modifications of any provision of this Contract will be accepted.

The terms of this Contract shall control over any conflicting terms contained in any attached Exhibit, Addendum, Purchase Order, website, software pop-up agreement, or other document of any kind.

By signing the Contract, the Provider affirms that there is no personal or financial conflict of interest between the Provider or the Provider’s family and the District.

IN WITNESS THEREOF, HISD and Provider have executed this Contract effective on the date of the last signature to this Contract. RFP Project # 17-06-16 Name:______

PROVIDER HOUSTON INDEPENDENT SCHOOL DISTRICT ______

By: ______Name:______Wanda Adams Date Address:______Board President ______

By: ______Date______Name: ______By: ______Title:______Rhonda Skillern-Jones Date Board Secretary ______By:______Taxpayer Identification Number Richard A. Carranza Date Superintendent of Schools

APROVED AS TO FUNDING/BUSINESS TERMS

By:______Rene Barajas, Ph.D. Date Chief Financial Officer

APPROVED AS TO FORM:

By: ______Elneita Hutchins-Taylor Date General Counsel

By: ______Hans P. Graff Date Deputy General Counsel EXHIBIT 1

EDGAR CERTIFICATIONS

The following certifications and provisions are required and apply when HISD expends federal funds for any contract resulting from this procurement process. Accordingly, the parties agree that the following terms and conditions apply to the Contract between the District and [name of vendor] (“Vendor”) in all situations where Vendor has been paid or will be paid with federal funds:

REQUIRED CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS APPENDIX II TO 2 CFR PART 200

(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when HISD expends federal funds, HISD reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000)

Pursuant to Federal Rule (B) above, when HISD expends federal funds, HISD reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Vendor in the event Vendor fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. HISD also reserves the right to terminate the contract immediately, with written notice to vendor, for convenience, if HISD believes, in its sole discretion that it is in the best interest of HISD to do so. Vendor will be compensated for work performed and accepted and goods accepted by HISD as of the termination date if the contract is terminated for convenience of HISD. Any award under this procurement process is not exclusive and HISD reserves the right to purchase goods and services from other vendors when it is in HISD’s best interest.

(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

Pursuant to Federal Rule (C) above, when HISD expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does Vendor agree to abide by the above? YES ______Initials of Authorized Representative of Vendor

(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Federal Rule (D) above, when HISD expends federal funds during the term of an award for all contracts and subgrants for construction or repair, Vendor will be in compliance with all applicable Davis-Bacon Act provisions.

(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Pursuant to Federal Rule (E) above, when HISD expends federal funds, Vendor certifies that Vendor will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by HISD resulting from this procurement process.

(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by HISD, Vendor certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Pursuant to Federal Rule (G) above, when federal funds are expended by HISD, Vendor certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by HISD, Vendor certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Vendor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by HISD, Vendor certifies that during the term and after the awarded term of an award for all contracts by HISD resulting from this procurement process, the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (4) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (5) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (6) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS

When federal funds are expended by HISD for any contract resulting from this procurement process, Vendor certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. Vendor further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT

When HISD expends federal funds for any contract resulting from this procurement process, Vendor certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does Vendor agree? YES ______Initials of Authorized Representative of Vendor CERTIFICATION OF EQUAL EMPLOYMENT STATEMENT

It is the policy of HISD not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Vendor further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified, binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract.

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS

HISD has a preference for domestic end products for supplies acquired for use in the United States when spending federal funds (purchases that are made with non-federal funds or grants are excluded from the Buy America Act). Vendor certifies that it is in compliance with all applicable provisions of the Buy America Act.

CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336

Vendor agrees that the District’s Inspector General or any of their duly authorized representatives shall have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTRS Vendor agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

VENDOR AGREES TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, RULES, REGULATIONS, AND ORDINANCES. IT IS FURTHER ACKNOWLEDGED THAT VENDOR CERTIFIES COMPLIANCE WITH ALL PROVISIONS, LAWS, ACTS, REGULATIONS, ETC. AS SPECIFICALLY NOTED ABOVE.

Vendor’s Name: ______

Address, City, State, and Zip Code: ______

Phone Number: ______Fax Number: ______

Printed Name and Title of Authorized Representative: ______

Email Address: ______

Signature of Authorized Representative: ______

Date: ______EXHIBIT 2

HISD CERTIFICATE OF INTERESTED PARTIES – FORM 1295 Certificate of Interested Parties (Form 1295 – must be filled out electronically with the Texas Ethics Commission’s online filing application, printed out, signed, notarized, and attached to vendor’s response to this solicitation.

“Interested Party” means a person: c) who has a controlling interest in a business entity with whom HISD contracts; or d) who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business entity. “Business Entity” means an entity recognized by law through which business is conducted, including a sole proprietorship, partnership, or corporation.

“Controlling Interest” means (1) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent; (2) membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or (3) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers.

As a “business entity,” all vendors must electronically complete, print, sign, notarize, and submit Form 1295 with their proposals even if no interested parties exist. Proposers must file Form 1295 electronically with the Texas Ethics Commission using the online filing application, which can be found at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. Proposers must use the filing application on the Texas Ethics Commission’s website to enter the required information on Form 1295. Proposers must print a copy of the completed form, which will include a certification of filing containing a unique certification number. The Form 1295 must be signed by an authorized agent of the business entity, and the form must be notarized.

The completed Form 1295 with the certification of filing must be filed with HISD by attaching the completed form to the vendor’s solicitation response.

HISD must acknowledge the receipt of the filed Form 1295 by notifying the Texas Ethics Commission of the receipt of the filed Form 1295 no later than the 30th day after the date the contract binds all parties to the contract. After HISD acknowledges the Form 1295, the Texas Ethics Commission will post the completed Form 1295 to its website with seven business days after receiving notice from HISD.

CERTIFICATE OF INTERESTED PARTIES FORM 1295

OFFICE USE Complete Nos. 1 - 4 and 6 if there are interested parties. ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested 1 Name of business entity filing form, and the city, state and country of the business entity's place of business.

2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed.

3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. 4 Nature of Interest Name of Interested City, State, Country Contr(check applicable)Inter Party (place of business) olling media 5 Check only if there is NO Interested Party. 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.

Signature of authorized agent of contracting business entity ADD ADDITIONAL PAGES AS NECESSARY

Form provided by Texas Ethics Commission www.ethics.state.tx.us Adopted 10/5/2015

EXHIBIT 3

XXVII. PURCHASE ORDERS REQUIRED

This Contract is intended to allow the District to purchase services from the Provider through the HISD Procurements Services Department by using the District’s requisition and purchase order process. This Contract shall govern all conditions and service terms between the Provider and HISD. The Provider agrees that contracted personnel will not begin work at HISD until the Provider receives a valid District purchase order issued by the Procurement Services Department. In the event that the contracted personnel begin work before Provider receives a valid purchase order, the Provider agrees that the District is not liable for payment of such services rendered.

XXVIII. RELATIONSHIP OF THE PARTIES It is understood and agreed that Provider is a separate legal entity from HISD and neither it nor any of its employees, volunteers, or agents contracted by it shall be deemed for any purposes to be employees or agents of HISD. Provider assumes full responsibility for the actions of its personnel and volunteers while performing any services incident to this Contract, and shall remain solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), workers’ compensation, disability benefits and like requirements and obligations.

Nothing in this Contract shall be deemed or construed to create any third party beneficiaries or otherwise give any third party any claim or right of action against any party to this Contract.

XXIX. NO WAIVER OF IMMUNITY

HISD does not waive or relinquish any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of its execution of this Contract and performance of the functions or obligations described herein. Nothing herein shall be construed as creating any personal liability on the part of any trustee, officer, director, employee or representative of HISD.

XXX. RETURN OF MATERIAL

Upon termination or expiration of this Contract, each Party will return to the other Party any items in its possession containing any intellectual property of HISD or Provider, as the case may be, to be used in connection with this Contract, including but not limited to: all Marks, patents, patent applications, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, technology (“Intellectual Property”) and all Confidential Information pertaining to such Intellectual Property. As used herein, the term “Marks” shall mean the words, terms, characters, emblems, logos, service marks, trade names or trademarks, designs or parts thereof, in any size or dimension, presently used or hereafter acquired by any person to identify such Party, its services and/or equipment. As used herein, the term “Confidential Information” shall mean all information and ideas in whatever form, tangible or intangible, pertaining in any manner to the current or contemplated business or operations of the Parties hereto, or their respective affiliates, including but not limited to: customer lists and documents; individual account information; business plans; business concepts; business practices; marketing strategies; ideas and theories; underwriting; origination and servicing systems practices; management processes; systems; practices and strategies; and business development methods, ideas and strategies. Alternatively, upon request of the disclosing Party, the receiving Party shall destroy all such Intellectual Property or Confidential Information of the disclosing Party and any other materials furnished to the other Party pursuant to this Contract, and certify in writing that they have been destroyed.

XXXI. AUTHORIZATION OF CONTRACT

Each Party represents and warrants to the other that: (i) it has the right and authority to enter into and perform all obligations under this Contract; (ii) it shall materially comply with all Applicable Laws, with respect to its performance of this Contract; (iii) no authorization or approval from any third party is or will be required in connection with such Party’s execution, delivery or performance of this Contract (iv) the execution and performance of this Contract does not violate or conflict with the terms or conditions of any other agreement to which it is a party or by which it is bound; and (v) this Contract has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms.

XXXII. INSURANCE

The Provider shall carry insurance with responsible insurance carriers acceptable to HISD and with minimum limits of liability coverage, as stated below, against claims for damages caused by bodily injury, including death, to employees and third parties, and claims for property damage. The Provider must carry insurance with responsible carriers acceptable to HISD rated A or better, by A.M. Best, with minimum limits of liability coverage as stated below, against claims for damages caused by bodily injury, including death, to employees and third parties, and claims for property damage. The Provider shall furnish certificates of insurance to HISD indicating compliance with this paragraph.

Type of Coverage Minimum Limits 1. Workers' Compensation and Statutory Employer's Liability $100,000 per accident

2. Automobile Liability: $1,000,000 Combined Single Limit Bodily Injury & Property Damage For all owned, non-owned vehicles and hired vehicles.

3. Commercial General Liability $1,000,000 per occurrence

HISD reserves the right to require additional insurance coverage to be carried by the Provider as deemed desirable by HISD, depending on the type of project.

The Provider shall submit evidence at the time of any execution of the Contract that it has in full force and effect all insurance requirements listed above. The Provider shall maintain such insurance in full force and effect throughout the duration of the Contract. In the event that it is not commercially feasible to maintain insurance during the period required by the Contract, Provider shall supply HISD with equivalent assurance to the required insurance, acceptable to HISD.

HISD shall be listed as certificate holder. HISD shall be named as an additional insured on the automobile and commercial general liability policy. HISD shall be named as an alternate employer on the workers’ compensation policy. A waiver of subrogation shall be issued in favor of HISD in the workers’ compensation, automobile and commercial general liability policies.

The Provider shall provide HISD with certificates of insurance after the bid has been awarded and before the beginning of the project when requested by the owner contact. Such certificates shall indicate an agreement by each carrier not to cancel or significantly diminish coverage without a minimum of thirty (30) days prior written notice to HISD.

XXXIII. NO WAIVER

No waiver of a breach of any provision of this Contract shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision shall be construed to be a waiver of such breach.

XXXIV. NOTICE

Any notice required to be given under the provisions of this Contract shall be in writing and shall be duly served when it shall be hand-delivered to the addressees set out below, or shall have been deposited, duly registered or certified, return receipt requested, in a United States Post Office addressed to the other party at the following addresses:

To: Provider, as shown on the attached signature page

To: Houston Independent School District Attn: Richard A. Carranza, Superintendent of Schools 4400 West 18th Street Houston, Texas 77092

Any party may designate a different address by giving the other party ten (10) days prior written notice in the manner provided above.

XXXV. NO ASSIGNMENT OR CHANGES

No change, amendment or modification of any provision of this Contract will be accepted. This Contract, including its Exhibits, sets forth the entire Contract and supersedes any and all prior agreements, written or oral, of the Parties with respect to the transactions set forth herein. Neither Party may assign or otherwise transfer this Contract or any rights or obligations hereunder, in whole or in part, without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign or otherwise transfer this Contract or any rights or obligations hereunder, upon notice to the other Party, to an affiliate, or other person or corporate entity resulting from a sale, merger or other transaction involving the transfer of Provider’s assets, stock and/or business. XXXVI. LIMITATION ON MARKETING AND SALES ACTIVITIES

Neither Party intends under this Contract to be a marketing or sales agent for the other, nor shall either Party have any obligation to recommend the products or services of the other to any potential clients; provided, however, that HISD may, pursuant to this Contract, advise its clients, and prospective clients, of the availability of the Provider Services and materials.

XXXVII. SECTION HEADINGS

The headings of sections contained in this Contract are for convenience only, and they shall not, expressly or by implication, limit, define, extend, or construe the terms or provisions of the sections of this Contract.

XXXVIII. GOVERNING LAW

This Contract is made in Texas and shall be construed, interpreted, and governed by the laws of such state. The parties irrevocably consent to the sole and exclusive jurisdiction and venue of the courts of Harris County, Texas, for any action under this Contract.

In connection with HISD’s defense of any suit against it and/or HISD’s prosecution of any claim, counterclaim or action to enforce any of its rights and/or claims hereunder, in which HISD prevails as to all or any portion of its defense(s), claims, counterclaims or actions, HISD shall be entitled to recover its actual attorneys fees and expenses incurred in defending such suit and/or in prosecuting such claim or action.

Provider shall comply with Executive Order No. 11246, entitled “Equal Employment Opportunity”, as amended by Executive Order No. 11375, and as supplemented in Department of Labor Regulations (41 CFR Part 60).

Provider shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 7606), Section 508 of the Clean Water Act (33 USC 1368), Executive Order No. 11738, and Environmental Protection Agency regulations (40 CRF, Part 51), which prohibit the use under non-exempt federal contracts, grants, or loans of facilities included on the EPA list of violating facilities. Violations shall be reported to the Texas Education Agency and to the USEPA Assistant Administrator for Enforcement (EN-329).

Provider shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). Provider agrees to comply with all applicable requirements of all federal laws, executive orders, regulations, applicable guidelines, and policies governing this program, particularly relating to nondiscrimination. These include but are not limited to: (i) Title VI of the Civil Rights Act of 1964, as amended; (ii) Title IX of the Education Amendments of 1972; as amended; (iii) Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; and (iv) the American with Disabilities Act, as amended.

Provider hereby certifies that it is not a company identified on the Texas comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Provider further certifies and verifies that neither Provider, nor any affiliate, subsidiary, or parent company of Provider, if any (the “Provider Companies”), boycotts Israel, and Provider agrees that Provider and Provider Companies will not boycott Israel during the term of this Contract. For purposes of this Contract, there term “boycott” shall mean and include terminating business activities or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory

XXXIX. ORIGINALS

This Contract is executed in one single original copy, the original of which shall be maintained by HISD.

XL. REPORTS

To the extent applicable, HISD and Provider shall furnish operating reports to designated representatives on a schedule to be mutually agreed upon. No written reports of any kind shall be released to any third parties without prior written approval of HISD.

XLI. INDEMNITY

Provider shall hold HISD and its past and present and future trustees, officers and employees harmless and shall indemnify all such parties against any and all claims, demands, and causes of action of whatever kind or nature asserted by any third party, occurring or in any way incident to, arising out of, or in connection with any acts of Provider and its agents, employees, and subcontractors done in connection with this Contract.

Nothing in this Contract shall be construed to create a claim or cause of action against the District for which it is not otherwise liable, nor to waive any immunity or defense to which the District may be entitled nor to create an impermissible deficiency debt of the District. XLII. CRIMINAL HISTORY BACKGROUND CHECK

Pursuant to Sections 22.0834, 22.0835 and 22.085 of the Texas Education Code, Provider hereby certifies that all employees, subcontractors and volunteers of the Provider who are hired by Provider on or after January 1, 2008, who have or will have continuing duties related to the contracted services, and have or will have direct contact with students, have passed a national criminal history background record information review as required by those sections. Provider must provide a list of the names and dates of birth of all employees who have passed the background check to District’s Office of Ethics & Compliance in person or via email at [email protected]. If Provider’s employees, subcontractors or volunteers have no contact with HISD students, Provider shall so certify on a prescribed form to the Office of Ethics & Compliance, and will be considered to be in compliance with the requirements of this contract.

Provider shall send or ensure that the employee or applicant sends to the Texas Department of Public Safety (“DPS”) information that is required by the DPS for obtaining national criminal history record information, which may include fingerprints and photographs. DPS shall obtain the person’s national criminal history record information and report the results through the criminal history clearinghouse as provided by Section 411.0845, Government Code.

Providers that have more than 4 employees must set up an account with the Texas Department of Public Safety (“DPS”) in order to obtain criminal histories on their covered employees. To set up an account with DPS, a Provider should contact the crime records service bureau at 512-424-2365.

Providers with up to 4 employees must obtain a FAST PASS from the District in order to obtain their criminal history. Appointments must be made with IdentoGo, in accordance with the instructions included with the FAST Pass, who will then notify HISD electronically that the background checks have been done. Providers should contact the District’s Human Resources Department to obtain the FAST PASS and scheduling instructions at 713 556- 7491.

Providers must present a list of all employees who may have direct contact with students to HISD.

Provider must also obtain certifications from all subcontractors that their employees to whom Section 22.0834 applies have also passed a national criminal history background record information review.

Provider must also provide assurances that all of its employees, subcontractors and volunteers, including those hired before January 1, 2008, who have contact with students have passed a criminal history background check current within the last year. If an employee, subcontractor or volunteer of the Provider has a criminal conviction or has received deferred adjudication for a felony offense or a misdemeanor involving moral turpitude, the District may elect not to enter into this Contract, or cancel the Contract. WARNING: Section 44.034 of the Texas Education Code requires that a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.

The District may terminate this Contract if the district determines that the person or business entity failed to comply with any of these provisions, failed to give notice as required by Section 44.034 (a) or misrepresented the conduct resulting in the conviction. The District will compensate the person or business entity for undisputed services performed before the termination of the contract.

XLIII. RELEASE OF INFORMATION

Unless required by law, the existence and terms of this Contract may not be disclosed by Provider to any third party without the prior written consent of HISD. Provider may not publish or use any publicity materials relating to this Contract or use HISD’s name without the written consent of HISD.

XLIV. RECORDS RETENTION AND AUDITS HISD or its authorized representative, shall be afforded unrestricted access to and permitted to inspect and copy all the Provider’s records, which shall include but not be limited to accounting records (hard copy as well as computer readable data), correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to this Contract. The Provider shall preserve all such records for a period of five (5) years, or for such longer period as may be required by law, after final payment under this Contract. If this Contract is funded from contract/grant funds provided by the U. S. Government or the State of Texas, the Contract, books, and records shall be available for review and audit by the Comptroller General of the U.S. and/or the Inspector General of the federal sponsoring agency, or the State of Texas and its duly authorized representatives.

XXIV. STUDENT RECORDS

To the extent that Provider will come into possession of student records and information, and to the extent that Provider will be involved in the survey, analysis, or evaluation of students, incidental to this Contract, Provider agrees to comply with all applicable requirements of the Family Educational Rights and Privacy Act.

XXV. TEXAS PUBLIC INFORMATION ACT

In the event that HISD is required to furnish information or records pursuant to the Texas Public Information Act, Provider shall furnish all such information and records to HISD and HISD shall have the right to release such information and records. XXVI. BUSINESS ETHICS

During the course of pursuing contracts, and the course of contract performance, Provider will maintain business ethics standards aimed at avoiding real or apparent impropriety or conflicts of interest. No substantial gifts, entertainment, payments, loans or other considerations beyond that which would be collectively categorized as incidental shall be made to any employees or officials of HISD, its authorized agents and representatives, or to family members of any of them. At any time Provider believes there may have been a violation of this obligation, Provider shall notify HISD of the possible violation. HISD is entitled to request a representation letter from Provider, its subcontractors or vendors at any time to disclose all things of value passing from Provider, its subcontractors or vendors to HISD’s personnel or its authorized agents and representatives.

REQUIRED DISCLOSURES

c. For all contracts in excess of $50,000.00, or which require Board approval, Provider must execute and electronically file Form 1295, which is available at https://www.ethics.state.tx.us/forms/1295.pdf listing all interested parties, including a person who has a controlling interest in Provider’s business, or who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business, to HISD at the time it executes the contract in compliance with Section 2252.908 of the Texas Government Code. Instructions for filing Form 1295 are attached hereto as Exhibit “2”.

d. Provider must also file a completed conflict of interest questionnaire, in compliance with Section 176.006 of the Texas Local Government Code, attached hereto as Exhibit “3”, or available at https://www.ethics.state.tx.us/forms/CIQ.pdf with the HISD records administrator, if the Provider has an employment or other business relationship with a local government officer of HISD, or a family member of the officer; has given a local government officer of HISD, or a family member of the officer, one or more gifts with the aggregate value of more than $100 in the 12-month period preceding the date of the contract; or has a family relationship with a local government officer of HISD. The questionnaire must be filed not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with HISD; or (B) submits an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with HISD; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer of HISD; (B) that the vendor has given one or more gifts to a local government officer of HISD of more than $100 in the aggregate; (C) of a family relationship with a local government officer of HISD.

XXVII. BUSINESS CERTIFICATES / TAXES

All Provider or Professional Services Providers entering into a contract with HISD must adhere to the following applicable Texas laws as they pertain to their individual type of ownership. Corporations (domestic or foreign *) shall be properly registered with the Texas Secretary of State and the Comptroller of Public Accounts as required by TITLE 34, Part 1, Chapter 3, Subchapter V, Rule 3.546 of the Texas Administrative Code. A current "Certificate of Good Standing" from the Texas Comptroller of Public Accounts shall be made available upon request stating that the corporation charter is current and all Texas Franchise Reports and Taxes are paid.

Partnerships and Joint Stock Companies, and Limited Liability Partnerships (domestic or foreign*) shall be properly registered with the Texas Secretary of State in accordance with TITLE 105--PARTNERSHIPS AND JOINT STOCK COMPANIES, CHAPTER ONE --- PARTNERSHIPS, LIMITED PARTNERSHIPS, TEXAS REVISED LIMITED PARTNERSHIP ACT, Article 6132a-1. "Texas Revised Limited Partnership Act." All partners in a partnership must file a "Certificate of Limited Partnership" with the secretary of state, which shall be made available for inspection upon request.

The Provider whether corporate, partnership or sole owner must be current on HISD Property Taxes. If commercial personal property is located in the jurisdiction, current renditions of these properties must be filed with the Chief Appraiser, as required by Chapter 22, Section 22.01, of the Texas "PROPERTY TAX CODE".

*Note: Foreign means formed under laws of another state; Domestic means formed under Texas laws.

Assumed Names An assumed name certificate (or DBA) shall be properly registered with the Harris County Clerk's Office for anyone wishing to do business under another name. This applies to corporate entities as well as individuals. The contract should be in the name of the individual or entity d/b/a the assumed name, rather than just the assumed name. Chapter 71, Texas Business and Commerce Code.

XXVIII. CONFIDENTIAL & PROPRIETARY INFORMATION

The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

XXIV. DATA AND PROPRIETARY RIGHTS

All Work, as defined under this Contract, shall be deemed “Work Made For Hire” as defined by the United States Copyright Law, and HISD retains for itself sole ownership of all proprietary rights in and to all designs, engineering details and other data pertaining to any discoveries, inventions, patent rights, software, improvements and the like made by Provider personnel in the course of performing the Work.

HISD acknowledges and agrees that (i) as between Provider and HISD, Provider owns all right, title and interest in and to Provider’s Intellectual Property, (ii) nothing in this Contract shall confer in HISD or any of its affiliates any right of ownership in any of Provider’s Intellectual Property, and (iii) HISD shall not now or in the future contest the validity of any of Provider’s Marks.

XXX. DEBARMENT AND SUSPENSIONS

Provider certifies, to the best of its knowledge and belief, that it is not presently debarred, suspended for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency.

XXXI. COMPLETE UNDERSTANDING

This Contract shall constitute the complete understanding of Provider and HISD, and may not be modified in any manner. No changes, amendments, or modifications of any provision of this Contract will be accepted.

The terms of this Contract shall control over any conflicting terms contained in any attached Exhibit, Addendum, Purchase Order, website, software pop-up agreement, or other document of any kind.

By signing the Contract, the Provider affirms that there is no personal or financial conflict of interest between the Provider or the Provider’s family and the District.

IN WITNESS THEREOF, HISD and Provider have executed this Contract effective on the date of the last signature to this Contract.

RFP Project # 17-06-16 Name:______PROVIDER HOUSTON INDEPENDENT SCHOOL DISTRICT ______

By: ______

Name:______Wanda Adams Date Address:______Board President ______

By: ______Date______Name: ______By: ______

Title:______Rhonda Skillern-Jones Date Board Secretary

______By:______Taxpayer Identification Number Richard A. Carranza Date Superintendent of Schools

APROVED AS TO FUNDING/BUSINESS TERMS

By:______Rene Barajas, Ph.D. Date Chief Financial Officer

APPROVED AS TO FORM:

By: ______Elneita Hutchins-Taylor Date General Counsel OR

By: ______Hans P. Graff Date Deputy General Counsel

EXHIBIT 1

EDGAR CERTIFICATIONS

The following certifications and provisions are required and apply when HISD expends federal funds for any contract resulting from this procurement process. Accordingly, the parties agree that the following terms and conditions apply to the Contract between the District and [name of vendor] (“Vendor”) in all situations where Vendor has been paid or will be paid with federal funds:

REQUIRED CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when HISD expends federal funds, HISD reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when HISD expends federal funds, HISD reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Vendor in the event Vendor fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. HISD also reserves the right to terminate the contract immediately, with written notice to vendor, for convenience, if HISD believes, in its sole discretion that it is in the best interest of HISD to do so. Vendor will be compensated for work performed and accepted and goods accepted by HISD as of the termination date if the contract is terminated for convenience of HISD. Any award under this procurement process is not exclusive and HISD reserves the right to purchase goods and services from other vendors when it is in HISD’s best interest. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60- 1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when HISD expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does Vendor agree to abide by the above? YES ______Initials of Authorized Representative of Vendor

(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti- Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. Pursuant to Federal Rule (D) above, when HISD expends federal funds during the term of an award for all contracts and subgrants for construction or repair, Vendor will be in compliance with all applicable Davis-Bacon Act provisions. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Pursuant to Federal Rule (E) above, when HISD expends federal funds, Vendor certifies that Vendor will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by HISD resulting from this procurement process. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to Federal Rule (F) above, when federal funds are expended by HISD, Vendor certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to Federal Rule (G) above, when federal funds are expended by HISD, Vendor certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Pursuant to Federal Rule (H) above, when federal funds are expended by HISD, Vendor certifies that during the term of an award for all contracts by HISD resulting from this procurement process, Vendor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. Pursuant to Federal Rule (I) above, when federal funds are expended by HISD, Vendor certifies that during the term and after the awarded term of an award for all contracts by HISD resulting from this procurement process, the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (7) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (8) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (9) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by HISD for any contract resulting from this procurement process, Vendor certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. Vendor further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When HISD expends federal funds for any contract resulting from this procurement process, Vendor certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). Does Vendor agree? YES ______Initials of Authorized Representative of Vendor CERTIFICATION OF EQUAL EMPLOYMENT STATEMENT It is the policy of HISD not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or handicapping conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Vendor further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring nondiscrimination in employment herein specified, binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS HISD has a preference for domestic end products for supplies acquired for use in the United States when spending federal funds (purchases that are made with non-federal funds or grants are excluded from the Buy America Act). Vendor certifies that it is in compliance with all applicable provisions of the Buy America Act. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Vendor agrees that the District’s Inspector General or any of their duly authorized representatives shall have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTRS Vendor agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Does Vendor agree? YES ______Initials of Authorized Representative of Vendor

VENDOR AGREES TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, RULES, REGULATIONS, AND ORDINANCES. IT IS FURTHER ACKNOWLEDGED THAT VENDOR CERTIFIES COMPLIANCE WITH ALL PROVISIONS, LAWS, ACTS, REGULATIONS, ETC. AS SPECIFICALLY NOTED ABOVE. Vendor’s Name: ______Address, City, State, and Zip Code: ______Phone Number: ______Fax Number: ______

EXHIBIT 2

HISD CERTIFICATE OF INTERESTED PARTIES – FORM 1295 Certificate of Interested Parties (Form 1295 – must be filled out electronically with the Texas Ethics Commission’s online filing application, printed out, signed, notarized, and attached to vendor’s response to this solicitation.

“Interested Party” means a person: e) who has a controlling interest in a business entity with whom HISD contracts; or f) who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business entity.

“ Business Entity” means an entity recognized by law through which business is conducted, including a sole proprietorship, partnership, or corporation.

“ Controlling Interest” means (1) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent; (2) membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or (3) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers.

As a “business entity,” all vendors must electronically complete, print, sign, notarize, and submit Form 1295 with their proposals even if no interested parties exist.

Proposers must file Form 1295 electronically with the Texas Ethics Commission using the online filing application, which can be found at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. Proposers must use the filing application on the Texas Ethics Commission’s website to enter the required information on Form 1295. Proposers must print a copy of the completed form, which will include a certification of filing containing a unique certification number. The Form 1295 must be signed by an authorized agent of the business entity, and the form must be notarized.

The completed Form 1295 with the certification of filing must be filed with HISD by attaching the completed form to the vendor’s solicitation response.

HISD must acknowledge the receipt of the filed Form 1295 by notifying the Texas Ethics Commission of the receipt of the filed Form 1295 no later than the 30th day after the date the contract binds all parties to the contract. After HISD acknowledges the Form 1295, the Texas Ethics Commission will post the completed Form 1295 to its website with seven business days after receiving notice from HISD.

CERTIFICATE OF INTERESTED PARTIES FORM

1295 OFFICE USE ONLY Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. 4 Name of business entity filing form, and the city, state and country of the business entity's place of business.

Name of governmental entity or state agency that is a party to the 5 contract for which the form is being filed.  6 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract.

4 Nature of Interest (check applicable) City, State, Name of Interested Party Country (place of Controlling Intermediary business)

5 Check only if there is NO Interested Party. 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.

Signature of authorized agent of contracting business entity

AFFIX NOTARY STAMP / SEAL ABOVE

Sworn to and subscribed before me, by the said , this the day of , 20 , to certify which, witness my hand and seal of office. ADD ADDITIONAL PAGES AS NECESSARY

Form provided by Texas Ethics Commission www.ethics.state.tx.us Adopted 10/5/2015

EXHIBIT 3

FORM O: CRIMINAL HISTORY BACKGROUND CHECK FORM

**THIS DOCUMENT MUST BE SIGNED AND SUBMITTED WITH THE PROPOSAL **

TO: The Office of Ethics and Compliance Houston Independent School District

IN REFERENCE: RFP # {{Insert # and name of project here}}- Criminal History Background Check Form – No direct contact with students

DATE: {{Insert Date}}

As required by the Houston Independent School District contract, {{insert project #, and name here}}, I hereby certify that no employee and/or subcontractor of {Vendor Name} will have direct contact with any student at HISD as defined under 19 Texas Administrative Code 153.1101, which states:

(7) Direct contact with students--The contact that results from activities that provide substantial opportunity for verbal or physical interaction with students that is not supervised by a certified educator or other professional district employee. Contact with students that results from services that do not provide substantial opportunity for unsupervised interaction with a student or students, such as addressing an assembly, officiating a sports contest, or judging an extracurricular event, is not, by itself, direct contact with students. However, direct contact with students does result from any activity that provides substantial opportunity for unsupervised contact with students, which might include, without limitation, the provision of coaching, tutoring, or other services to students.

PROVIDER

[Insert company name & remove this print]

By: ______Date______(Type name & title of authorized representative, date signed and signature below & remove this print)

______Taxpayer Identification Number

Signature of person receiving document: ______

Date Received by OEC: ______Form:  NO CONTACT  DIRECT CONTACT

**THIS DOCUMENT MUST BE SIGNED AND SUBMITTED WITH THE PROPOSAL **

TO: The Office of Ethics and Compliance Houston Independent School District

IN REFERENCE: RFP # {{Insert # and name of project here}}- Criminal History Background Check Form - With direct contact with Students

DATE: {{Insert Date}} As required by the Houston Independent School District contract, {{insert project #, and name here}}, I hereby certify that the attached list of employees and/or subcontractors of {Vendor Name} will have direct contact with students at HISD as defined under 19 Texas Administrative Code 153.1101, which states:

(7) Direct contact with students--The contact that results from activities that provide substantial opportunity for verbal or physical interaction with students that is not supervised by a certified educator or other professional district employee. Contact with students that results from services that do not provide substantial opportunity for unsupervised interaction with a student or students, such as addressing an assembly, officiating a sports contest, or judging an extracurricular event, is not, by itself, direct contact with students. However, direct contact with students does result from any activity that provides substantial opportunity for unsupervised contact with students, which might include, without limitation, the provision of coaching, tutoring, or other services to students.

PROVIDER

[Insert company name & remove this print]

By: ______Date______(Type name & title of authorized representative, date signed and signature below & remove this print)

______Taxpayer Identification Number

Signature of person receiving document: ______

Date Received by OEC: ______Form:  NO CONTACT  DIRECT CONTACT

LIST ALL NAMES OF EMPLOYEES AND DATES OF BIRTH OF THOSE WHO REQUIRE A BACKGROUND CHECK:

(TO BE COMPLETED BY VENDOR AND SUBMITTED WITH THE REPONSE TO THE RFP AND /OR CONTRACT.)

NAME DATE OF BIRTH ______

Name of Vendor/Provider & Project #

______

Signature / Date