OMNIA Contract_R241603_Brown___Root_JOC_MAD_2025_3-1

Region 4 Education Service Center (ESC)
          Contract # R241603
                  for
JOB ORDER CONTRACTING SERVICES
                  with


 Brown & Root Industrial Services, LLC


        Effective: March 1, 2025
The following documents comprise the executed contract between the
Region 4 Education Service Center and Brown & Root Industrial Services,
Inc., effective March 1, 2025:


     I.    Vendor Contract and Signature Form
     II.   Supplier’s Response to the RFP, incorporated by reference
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This Contract (“Contract”) is made as of March 1, 2025 by and between Brown & Root
Industrial services, LLC (“Contractor”) and Region 4 Education Service Center (“Region 4
ESC”) for the purchase of Job Order Contracting Services (“the products and services”).



                                              RECITALS
WHEREAS, Region 4 ESC issued Request for Competitive Sealed Proposals Number 24-16
for Job Order Contracting Services (“RFCSP”), to which Contractor provided a response
(“Proposal”); and

WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor
in providing the services/materials described in the RFCSP and Proposal;

WHEREAS, both parties agree and understand the following pages will constitute the
Contract between the Contractor and Region 4 ESC, having its principal place of business at
7145 West Tidwell Road, Houston, TX 77092.

WHEREAS, Contractor included, in writing, any required exceptions or deviations from
these terms, conditions, and specifications; and it is further understood that, if agreed to by
Region 4 ESC, said exceptions or deviations are incorporated into the Contract.

WHEREAS, this Contract consists of the provisions set forth below, including provisions of
all attachments referenced herein. In the event of a conflict between the provisions set forth
below and those contained in any attachment, the provisions set forth below shall control.

WHEREAS, the Contract will provide that any state and local governmental entities, public
and private primary, secondary and higher education entities, non-profit entities, and agencies
for the public benefit (“Public Agencies”) may purchase products and services at prices
indicated in the Contract upon the Public Agency’s registration with OMNIA Partners.
1) Term of agreement. The initial term of the Contract is for a period of two (2) years unless
    terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the
    right in its sole discretion to renew the Contract for an additional term of up to three (3) years
    or for a lesser period of time as determined by Region 4 ESC by providing written notice to
    the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the
    original term. Contractor acknowledges and understands Region 4 ESC is under no obligation
    whatsoever to extend the term of this Contract. Notwithstanding the forgoing paragraph, the
    term of the Contract, including any extension of the original term, shall be further extended
    until the expiration of any Purchase Order issued under the Contract for a period of up to one
    year beyond the Contract term.

2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this
   agreement, and described in the RFCSP, incorporated herein by reference as though fully set
   forth herein.

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                                                1
3) Form of Contract. The form of Contract shall be the RFCSP, the Offeror’s proposal and Best
   and Final Offer(s).

4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted
   by Region 4 ESC, the following order of precedence shall prevail:

       i.     This Contract
      ii.     Offeror’s Best and Final Offer
     iii.     Offeror’s proposal
     iv.      RFCSP and any addenda

5) Commencement of Work. The Contractor is cautioned not to commence any billable work or
   provide any material or service under this Contract until Contractor receives a purchase order
   for such work or is otherwise directed to do so in writing by Region 4 ESC.

6)    Entire Agreement (Parol evidence). The Contract, as specified above, represents the final
     written expression of agreement. All agreements are contained herein and no other
     agreements or representations that materially alter it are acceptable.

7) Assignment of Contract. No assignment of Contract may be made without the prior written
   approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material
   change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.).

8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to
   perform this Contract, a successor in interest must guarantee to perform all obligations under
   this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of
   name agreement will not change the contractual obligations of Contractor.

9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding
   unless authorized and signed by Region 4 ESC.

10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional
    distributors or dealers, other than those identified at the time of submitting their proposal, to
    sell under the Contract without notification and prior written approval from Region 4 ESC.
    Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or
    dealer. Purchase orders and payment can only be made to the Contractor unless otherwise
    approved by Region 4 ESC. Pricing provided to members by added distributors or dealers
    must also be less than or equal to the Contractor’s pricing.

11) TERMINATION OF CONTRACT

     a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate
        the Contract if purchase volume is determined to be low volume in any 12-month period.
        Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to
        failure by Contractor to carry out any obligation, term or condition of the contract. Region
        4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any
        of the following:

            i. Providing material that does not meet the specifications of the Contract;
            ii. Providing work or material was not awarded under the Contract;
            iii. Failing to adequately perform the services set forth in the scope of work and
                 specifications;

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    iv. Failing to complete required work or furnish required materials within a reasonable
        amount of time;
    v. Failing to make progress in performance of the Contract or giving Region 4 ESC
        reason to believe Contractor will not or cannot perform the requirements of the
        Contract; or
    vi. Performing work or providing services under the Contract prior to receiving an
        authorized purchase order.

    Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide
    a satisfactory response to Region 4 ESC. Failure to adequately address all issues of
    concern may result in Contract cancellation. Upon cancellation under this paragraph, all
    goods, materials, work, documents, data and reports prepared by Contractor under the
    Contract shall immediately become the property of Region 4 ESC.
b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely
   manner, or Contractor violates any of the covenants, agreements, or stipulations of this
   Contract Region 4 ESC reserves the right to terminate the Contract immediately and
   pursue all other applicable remedies afforded by law. Such termination shall be effective
   by delivery of notice, to the Contractor, specifying the effective date of termination. In such
   event, all documents, data, studies, surveys, drawings, maps, models and reports
   prepared by Contractor will become the property of the Region 4 ESC. If such event does
   occur, Contractor will be entitled to receive just and equitable compensation for the
   satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or
   within a reasonable time period as interpreted by the purchasing agent or failure to make
   replacements or corrections of rejected articles/services when so requested shall
   constitute grounds for the Contract to be terminated. In the event Region 4 ESC must
   purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a
   reasonable time period, for all expenses incurred.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable
   wholly or in part to carry out its obligations under this Agreement then such party shall
   give notice and full particulars of Force Majeure in writing to the other party within a
   reasonable time after occurrence of the event or cause relied upon, and the obligation of
   the party giving such notice, so far as it is affected by such Force Majeure, shall be
   suspended during the continuance of the inability then claimed, except as hereinafter
   provided, but for no longer period, and such party shall endeavor to remove or overcome
   such inability with all reasonable dispatch.
   The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or
   other industrial disturbances, act of public enemy, orders of any kind of government of the
   United States or the State of Texas or any civil or military authority; insurrections; riots;
   epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts;
   droughts; arrests; restraint of government and people; civil disturbances; explosions,
   breakage or accidents to machinery, pipelines or canals, or other causes not reasonably
   within the control of the party claiming such inability. It is understood and agreed that the
   settlement of strikes and lockouts shall be entirely within the discretion of the party having
   the difficulty, and that the above requirement that any Force Majeure shall be remedied
   with all reasonable dispatch shall not require the settlement of strikes and lockouts by
   acceding to the demands of the opposing party or parties when such settlement is
   unfavorable in the judgment of the party having the difficulty.
e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by
   providing written notice. The cancellation will take effect 30 business days after the other
   party receives the notice of cancellation. After the 30th business day all work will cease
   following completion of final purchase order.

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                                             3
12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds
    and permits required for the operation of the business conducted by Contractor. Contractor
    shall remain fully informed of and in compliance with all ordinances and regulations pertaining
    to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop
    work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or
    terminated.

13) Survival Clause. All applicable software license agreements, warranties or service
    agreements that are entered into between Contractor and Region 4 ESC under the terms and
    conditions of the Contract shall survive the expiration or termination of the Contract. All
    Purchase Orders issued and accepted by Contractor shall survive expiration or termination of
    the Contract for a period of up to one year beyond the term of the Contract.

14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If
    delivery is not or cannot be made within this time period, the Contractor must receive
    authorization for the delayed delivery. The order may be canceled if the estimated shipping
    time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be
    included in all pricing offered unless otherwise clearly stated in writing.

15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may
    make the determination to return the material to the Contractor at no cost to Region 4 ESC.
    The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be
    responsible for arranging the return of the defective or incorrect material.

16) Payments. Payment shall be made after satisfactory performance, in accordance with all
    provisions thereof, and upon receipt of a properly completed invoice.

17) Price Adjustments. Should it become necessary or proper during the term of this Contract to
    make any change in design or any alterations that will increase price, Region 4 ESC must be
    notified immediately. Price increases must be approved by Region 4 ESC and no payment for
    additional materials or services, beyond the amount stipulated in the Contract shall be paid
    without prior approval. All price increases must be supported by manufacturer documentation,
    or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days
    after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility
    to keep all pricing up to date and on file with Region 4 ESC. All price changes must be
    provided to Region 4 ESC, using the same format as was provided and accepted in the
    Contractor’s proposal.

   Price reductions may be offered at any time during Contract. Special, time-limited reductions
   are permissible under the following conditions: 1) reduction is available to all users equally; 2)
   reduction is for a specific period, normally not less than thirty (30) days; and 3) original price
   is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price
   reduction during the Contract term.

18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all
    purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC
    reserves the right to audit the accounting for a period of three (3) years from the time such
    purchases are made. This audit right shall survive termination of this Agreement for a period
    of one (1) year from the effective date of termination. Region 4 ESC shall have the authority
    to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.
    Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing

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                                                4
   being offered that is materially inconsistent with the pricing under this agreement, Region 4
   ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s
   sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third-
   party auditing firm. In the event of an audit, the requested materials shall be provided in the
   format and at the location designated by Region 4 ESC.

19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor
    may substitute a new product or model if the replacement product meets or exceeds the
    specifications and performance of the discontinued model and if the discount is the same or
    greater than the discontinued model.

20) New Products/Services. New products and/or services that meet the scope of work may be
    added to the Contract. Pricing shall be equivalent to the percentage discount for other
    products. Contractor may replace or add product lines if the line is replacing or supplementing
    products, is equal or superior to the original products, is discounted similarly or greater than
    the original discount, and if the products meet the requirements of the Contract. No products
    and/or services may be added to avoid competitive procurement requirements. Region 4 ESC
    may require additions to be submitted with documentation from Members demonstrating an
    interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject
    any additions without cause.

21) Options. Optional equipment for products under Contract may be added to the Contract at
    the time they become available under the following conditions: 1) the option is priced at a
    discount similar to other options; 2) the option is an enhancement to the unit that improves
    performance or reliability.

22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's
    minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in
    writing.

23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their
    work as required or directed. Upon completion of the work, the premises shall be left in good
    repair and an orderly, neat, clean, safe and unobstructed condition.

24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared,
    unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the
    cost of site preparation in a purchase order. Site preparation includes, but is not limited to
    moving furniture, installing wiring for networks or power, and similar pre-installation
    requirements.

25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor
    agrees no employee or employee of a subcontractor who has been adjudicated to be a
    registered sex offender will perform work at any time when students are or are reasonably
    expected to be present. Contractor agrees a violation of this condition shall be considered a
    material breach and may result in the cancellation of the purchase order at Region 4 ESC’s
    discretion. Contractor must identify any additional costs associated with compliance of this
    term. If no costs are specified, compliance with this term will be provided at no additional
    charge.

26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees
    on the worksite and shall erect and properly maintain all necessary safeguards for protection
    of workers and the public. Contractor shall post warning signs against all hazards created by
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   its operation and work in progress. Proper precautions shall be taken pursuant to state law
   and standard practices to protect workers, general public and existing structures from injury
   or damage.

27) Smoking. Persons working under the Contract shall adhere to local smoking policies.
    Smoking will only be permitted in posted areas or off premises.

28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC,
    payment may be made for materials not incorporated in the work but delivered and suitably
    stored at the site or some other location, for installation at a later date. An inventory of the
    stored materials must be provided to Region 4 ESC prior to payment. Such materials must be
    stored and protected in a secure location and be insured for their full value by the Contractor
    against loss and damage. Contractor agrees to provide proof of coverage and additionally
    insured upon request. Additionally, if stored offsite, the materials must also be clearly identified
    as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be
    allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite,
    as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's
    responsibility to protect all materials and equipment. Contractor warrants and guarantees that
    title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.

29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal
    property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the
    right to terminate the Contract at the expiration of each budget period during the term of the
    Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate
    funds for payment of the contract.

30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its
    administrators, employees and agents against all claims, damages, losses and expenses
    arising out of or resulting from the actions of the Contractor, Contractor employees or
    subcontractors in the preparation of the solicitation and the later execution of the Contract.
    Any litigation involving either Region 4 ESC, its administrators and employees and agents will
    be in Harris County, Texas.

31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within
    website, marketing materials and advertisement. Any use of Region 4 ESC name and logo
    or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must
    have prior approval from Region 4 ESC.

32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC
    prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten
    (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall
    require all subcontractors performing any work to maintain coverage as specified.

33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local,
    state, and federal laws governing the sale of products/services and shall comply with all laws
    while fulfilling the Contract. Applicable laws and regulation must be followed even if not
    specifically identified herein.




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                                                 6
                   2/25/2025


 Linda Tinnerman


                   2/25/2025


Victor E. White