HomeMy WebLinkAboutContract 61499CSC No. 61499
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Indepth Utility
Solutions LLC ("Vendor") and the City of Fort Worth ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Seller's Quote;
3. Exhibit B — Cooperative Agency Contract- TIPS 230502; and
4. Exhibit C — Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the
terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of
the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable
rule, regulation or ordinance of City, the terms in this Cooperative Purchase Agreement shall control.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed
One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional items or services or
bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing
the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below
("Effective Date") and expires on September 30, 2024. The City shall be able to renew this agreement for Three
(3) one-year renewal options by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but
not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional
cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Fernando Costa, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
To VENDOR:
Indepth Utility Solutions LLC
Kassy Kemp Operations Manager
Address:
4310 FM 2218 Rd OFFICIAL RECORD
Richmond, TX 77469 CITY SECRETARY
With copy to Fort Worth City Attorney's Office: FT. WORTH, Tx
Facsimile: NA
100 Fort Worth Trail (previously 100 Energy Way)
Fort Worth, TX 76102
The Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of
laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent
jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any
state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are
hereby deleted from the Agreement and shall have no force or effect.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Jun 4, 2024
APPROVAL RECOMMENDED:
By: Christopher H der(Jun 4, 202406:22 CDT)
Name: Christopher Harder, PE
Title: Director, Water Department
ATTEST:
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By:
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Name: Jannette Goodall
Title: City Secretary
VENDOR:
Indepth Utility Solutions L�LLC
By: �l a- t&L I '6 A
Name: Kassy Kemp !�
Title: Operations Manager
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Af
Name: Regina Jones
Title: Contract Compliance Manager
APPROVED AS TO FORM AND LEGALITY:
By:
a)
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
Stethophon 04 SDR Complete Wireless Kit
The Stethophon 04 by Sewerin is a sound detector for recording and amplifying structure -borne
oscillations of all types. It provides undistorted sound reproduction even for very low noise. The
oscillation sensor provides undistorted sound reproduction even when the noise is barely audible.
"More information available online.",ittps://www.indepthutilitysolutions.coil)/bLuthophoii-U4/
Complete Wireless Kit Includes:
• Stethophon 04 SDR Receiver
• Wireless Headphones F8
• Hard Case
• AC / DC Adapter M4
• Car Adapter M4
• Round Magnet M6
• EM35 Microphone
• Resonance Plate
• Test Rod Extention M6/170mm (2)
• Long 46" Test Rod M6/1165 mm
SSEI,NER'Y'
Stethophon° 04
0 indepth_pro_stethophon_04_052024
C` indepth_stetho-04_tech_052024
Shipping & Handling (Estimated)
via UPS Ground within the state of Texas
3,035.00
x6
18,210.00
50.00
x6
300.00
Subtotal, includes discount of 555.30 17,954.70
Total excluding tax $17,954.70
TIPS USA
Above is a quote for products which are available on TIPS -USA under "TIPS Contract 230502 Electrical and Plumbing Supplies
and Equipment." "You can see our profile on TIPS here:" itps://www.tips-usa.com/vendorProfile.cfm?RecordID=7E316E68CA06
2C05D7A634C80052819F
AWARDED VENDOR
2-Year Warranty & Service
Prices quoted include:
Training: Our sales representatives are happy to train within Texas, and in Louisiana, Oklahoma, or Arkansas for our Sewerin items.
Included in this purchase are two equipment training sessions totaling 8 hours, but not more than 4 hours per session. Training
will be scheduled for a mutually convenient time and the customer is responsible for ensuring that personnel are available and
ready for training at the scheduled time.
Warranty: A manufacturer's warranty of two year parts and labor. Please see specific warranty statement in manufacturer's
literature which is provided on the quote.
Exhibit B
TIPS VENDOR AGREEMENT
TIPS RFP 230502 Electrical and Plumbing Supplies and Equipment
The following Vendor Agreement ("Agreement") creates a legal agreement between The Interlocal Purchasing System ("TIPS"), a
government purchasing cooperative and Department of Texas Region 8 Education Service Center and (INSERT ENTITY NAME):
Indepth Utility Solutions LLC
(ENTER ENTITY NAME]
its owners, agents, subsidiaries, and affiliates (together, "Vendor") (individually, "Party", and collectively the "Parties") and this
agreement shall exclusively govern the contractual relationship ("Agreement") between the Parties.
TIPS, a governmental entity and a national purchasing cooperative seeks to provide a valuable and necessary solution to public entities
and qualifying non -profits by performing the public procurement solicitation process and awarding compliant contracts to qualified
vendors. Then, where the law of a customer's jurisdiction allows, instead of public entities and qualifying non -profits expending time,
money, and resources on the extensive public procurement process, the use of TIPS allows public entities to quickly select and purchase
their preferred products or services from qualified, competitively evaluated vendors through cooperative purchasing.
1. Purpose. The purpose of this Agreement is to identify the terms and conditions of the relationship between TIPS and Vendor. Public
entities and qualifying non -profits that properly join or utilize TIPS ("TIPS Members") may elect to "piggyback" off of TIPS'
procurements and agreements where the laws of their jurisdiction allow. TIPS Members are not contractual parties to this Agreement
although terms and conditions of this Agreement may ensure benefits to TIPS Members.
2. Authority. The Parties agree that the signatories below are individual authorized to enter into this Agreement on behalf of their entity
and that they are acting under due and proper authority under applicable law.
3. Definitions.
a. TIPS Pricing: The specific pricing, discounts, and other pricing terms and incentives which Vendor submitted and
TIPS approved for each respective TIPS Contract awarded to Vendor and all permissible, subsequent pricing updates
submitted by Vendor and accepted by TIPS, if any.
b. Authorized Reseller: A reseller or dealer authorized and added by a Vendor through their online TIPS Vendor Portal
to make TIPS sales according to the terms and conditions herein.
4. Entire Agreement. This Agreement resulted from TIPS posting a "TIPS Solicitation" (RFP, RCSP, RFQ, or other) and Vendor
submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement
consists of the provisions set forth herein and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or
clarifications issued in relation to the TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS
eBid System; (3) Vendor's entire proposal response to the TIPS solicitation including all accepted required attachments, acknowledged
notices and certifications, accepted negotiated terms, pricing, accepted responses to questions, and accepted written clarifications of
Vendor's proposal, and; any properly included attachments to this Agreement. All documentation and information listed is hereby
incorporated by reference as if set forth herein verbatim. In the event of conflict between the terms herein and one of the incorporated
documents the terms and conditions herein shall control.
5. Vendor's Specific Warranties, Terms, and License Agreements. Because TIPS serves public entities and non -profits throughout
the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not
typically accept a Vendor's specific "Sale Terms" (warranties, license agreements, master agreements, terms and conditions, etc.) on
behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms
may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the
Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS
Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a
separate agreement between Vendor and the Member in order to be effective.
6. Vendor Identity and Contact Information. It is Vendor's sole responsibility to ensure that all identifying vendor information (name,
EIN, d/b/a's, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal.
It is Vendor's sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com
TIPS Vendor Agreement Page 1
to Vendor's contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of
correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of
the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and
unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that
Vendor was not receiving TIPS' electronic communications issued by TIPS to Vendor's listed contacts.
7. Initiation of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether
Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Once verified,
Vendor must include the TIPS Contract Number on all purchase communications and sales documents exchanged with the TIPS
Member.
8. TIPS Sales and Supplemental Agreements. The terms of the specific TIPS order, including but not limited to: shipping, freight,
insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order
assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, Invoice, etc.) (hereinafter "Supplemental
Agreement") entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement.
All Supplemental Agreements shall include Vendor's Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts
and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes,
unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer
to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor
accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order
for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the
terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control
unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement.
9. Right of Refusal. Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor's discretion unless
otherwise required by law.
10. Reporting TIPS Sales. Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member's
purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS
Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS
by either: (1) Emailing the purchase order or similar purchase document (with Vendor's Name, as known to TIPS, and the TIPS
Contract Name and Number included) to TIPS at tinsnona,tins-usa.com with "Confirmation Only" in the subject line of the email within
three business days of Vendor's acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor
must login to the TIPS Vendor Portal and successfully self -report all necessary sale information within the Vendor Portal and confirm
that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by
the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor's TIPS
Contract(s) for cause at TIPS' sole discretion. Please refer to the TIPS Accountine FAO's for more information about reporting sales
and if you have further questions, contact the Accounting Team at accountine(a,tins-usa.com.
11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement
services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee ("TIPS Administration Fee")
is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a
set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and
identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding
solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon Vendor's receipt of
payment, including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member,
not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of
payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to
TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following
Vendor's receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall
include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a
payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount
should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of
Vendor's TIPS Contract(s) for cause at TIPS' sole discretion as well as the initiation of collection and legal actions by TIPS against
Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor
within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration
of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this
agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date
that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the
TIPS Vendor Agreement Page 2
six (6) month deadline if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect TIPS
Administration Fees due to TIPS pursuant to this Agreement.
12. Term of the Agreement. This Agreement with TIPS is for approximately three years with a one-year, consecutive option for renewal
as described herein. Renewal options are not automatic and shall only be effective if offered by TIPS at its sole discretion. If TIPS
offers a renewal option, the Vendor will be notified via email issued to Vendor's then -listed Primary Contact. The renewal option shall
be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by
TIPS.
Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does
not affect the "Term Calculation Start Date."
Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor
shall calculate the foregoing term as starting on the last day of the month that "Award Notifications" are anticipated as published in the
Solicitation, regardless of the actual Effective Date.
Example of Term Calculation Start Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended
negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this
example.
Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term
expiration date shall be three -years from the Term Calculation Start Date.
Example of Contract Expiration Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended
negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the
Contract Expiration Date of the resulting initial "three-year" term, (which is subject to an extension(s)) will be May 31, 2026 in this
example.
Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the
prior renewal term where applicable, and continue for the duration specified for the renewal option herein.
Example of Option(s) for Renewal: In this example, if TIPS offers a one-year renewal and the Contract Expiration Date is May 31,
2026, then the one-year renewal is effective from May 31, 2026 to May 31, 2027.
TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits.
13. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received
TIPS' approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor's TIPS Pricing for that
TIPS Contract ("TIPS Pricing"). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line -item in a
TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and
services are included in or added to Vendor's TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor's pricing
update requests as specifically as line -item by line -item to determine compliance. However, Vendor contractually agrees that all
submitted pricing updates shall be within the original terms of the Vendor's TIPS Pricing (scope, proposed discounts, price increase
limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase
requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS
Quote shall never exceed Vendor's TIPS Pricing for any good or service offered through TIPS. TIPS Pricing price increases and
modifications, if permitted, will be honored according to the terms of the solicitation and Vendor's proposal, incorporated herein by
reference.
14. Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS
OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE "TIPS INDEMNITEES") FROM AND AGAINST ALL
CLAIMS AND SUITS BY THIRD -PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES,
EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY'S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR'S
PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR'S OFFICERS, EMPLOYEES, AGENTS,
AUTHORIZED RESELLERS, SUBCONTRACTORS. LICENSEES. OR INVITEES). REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION.
INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON. CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN
WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, ITS
OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES. OR INVITEES. NO LIMITATION OF
LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO
BY TIPS. APART FROM THIS INDEMNIFICATION PROVISION REOUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES'
ATTORNEY'S FEES AS SET FORTH ABOVE, RECOVERY OF ATTORNEYS' FEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF
AUTHORIZED BY TEX. EDUC. CODE 4 44.032(F).
TIPS Vendor Agreement Page 3
15. Indemnification and Assumption of Risk — Vendor Data. VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA
(INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR'S PROPOSALS, VENDOR PRICING
SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES,
VENDOR'S CONTACT INFORMATION, VENDOR'S BROCHURES AND COMMERCIAL INFORMATION, VENDOR'S FINANCIAL
INFORMATION. VENDOR'S CERTIFICATIONS. AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT
LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) ("VENDOR
DATA") TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN
SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST
ANY AND ALL LOSSES, CLAIMS, ACTIONS. DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT
COSTS. ATTORNEY'S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR
RELATING TO: (I) ANY UNAUTHORIZED. NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR
OTHER CORRUPTING AGENTS INVOLVING. VENDOR'S DATA, PRICING. AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR
SOFTWARE SYSTEMS, AND, (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY
RIGHTS OF A THIRD -PARTY OR VENDOR.
16. Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in
Section 14 and 15 above (including any settlements) and — if it has accepted its indemnity obligation without qualification — control
the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and
settlement, and TIPS shall, at Vendor's cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS
which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling
any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly
asserted.
17. Indemnity for Underlying Sales and Supplemental Agreements. Vendor shall be solely responsible for any customer claims or any
disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open -market. The Parties agree that TIPS shall not
be liable for any claims arising out of Vendor's TIPS Sales or Supplemental Agreements, including but not limited to: allegations of
product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency,
allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding
payment, over -payment, under -payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under-
payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of
such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the
terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is
not a dealer, subcontractor, agent, or reseller of Vendor's goods and services and shall not be responsible for any claims arising out of
alleged insufficiencies or defects in Vendor's goods and services, should any arise.
18. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released
to TIPS, TIPS Members, and TIPS third -party administrators to effectuate Vendor's TIPS Contract except as provided for herein. The
Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase
consideration. If Vendor otherwise considers any portion of Vendor's Data to be confidential and not subject to public disclosure
pursuant to Chapter 552 Texas Gov't Code (the "Public Information Act") or other law(s) and orders, Vendor must have identified the
claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part
of Vendor's proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor's
proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the
event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential
by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow
procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required
by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information
pursuant to the Public Information Act that affects Vendor's interest in any information or data furnished to TIPS by Vendor, and TIPS
requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information
directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the
Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General
within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation
or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor's acceptance of this TIPS Vendor Agreement
constitutes Vendor's consent to the disclosure of Vendor's Data, including any information deemed confidential or proprietary, to TIPS
Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees
that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required
by law.
TIPS Vendor Agreement Page 4
19. Vendor's Authorized Resellers. TIPS recognizes that many vendors operate in the open market through the use of resellers or dealers.
For that reason, TIPS permits Vendor to authorize Authorized Resellers within its Vendor Portal and make TIPS Sales through the
Authorized Reseller(s). Once authorized by Vendor in the Vendor Portal, the Authorized Reseller(s) may make TIPS sales to TIPS
Members. However, all purchase documents must include: (1) Authorized Reseller's Name; (2) Vendor's Name, as known to TIPS,
and; (3) Vendor's TIPS Contract Name and Number under which it is making the TIPS Sale. Either Vendor or Reseller may report the
sale pursuant to the terms herein. However, Vendor agrees that it is legally responsible for all reporting and fee payment as described
herein for TIPS Sales made by Authorized Resellers. The TIPS Administration Fee is assessed on the amount paid by the TIPS
Member, not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. The Parties
intend that Vendor shall be responsible and liable for TIPS Sales made by Vendor's Authorized Resellers. Vendor agrees that it is
voluntarily authorizing this Authorized Reseller and in doing so, Vendor agrees that it is doing so at its own risk and agrees to protect,
indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to Authorized Reseller TIPS Sales made pursuant
to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought
or otherwise. The Parties further agree that it is no defense to Vendor's breach of this Agreement that an Authorized Reseller caused
Vendor of breach this Agreement.
20. Circumvention of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing
whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any
request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed
through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being
completed may result in immediate termination of Vendor's TIPS Contract(s) for cause as well as preclusion from future TIPS
opportunities at TIPS sole discretion.
21. State of Texas Franchise Tax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment
of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code.
22. Termination.
A) Termination for Convenience. TIPS may, by written notice to Vendor, terminate this Agreement for convenience,
in whole or in part, at any time by giving thirty (30) days' written notice to Vendor of such termination, and
specifying the effective date thereof.
B) Termination for Cause. If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall
provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30)
days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for
cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically
be converted to and treated as a termination for convenience.
C) Vendor's Termination. If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall
provide written notice to TIPS specifying the default (`Notice of Default"). If TIPS does not cure such default
within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor
terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the
termination shall automatically be converted to and treated as a termination for convenience.
D) Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be
paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but
not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the
TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and
approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid
TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS' sole
discretion and that any Vendor may be removed from the TIPS program at any time with or without cause. This
termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding
termination and the Survival Clause term.
E) Vendor hereby waives any and all claims for damages, including, but not limited, to consequential damages or
lost profits, that might arise from TIPS' act of terminating this Agreement.
23. Survival Clause. It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the
life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not
TIPS Vendor Agreement Page 5
limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months
or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and
conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.
24. Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their
sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure
and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Vendor's TIPS Pricing or TIPS Sales with
thirty -days' notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice.
Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially
inconsistent with Vendor's TIPS Pricing, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing
firm to investigate any possible non -compliant conduct or may terminate the Agreement according to the terms of this Agreement. In
the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS.
TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right
to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member.
These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination.
25. Conflicts of Interest. The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this
Agreement. Vendor affirms that, to the best of Vendor's knowledge, this Agreement has been arrived at independently, and is awarded
without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair
advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with
Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the
solicitation resulting in this Agreement.
26. Volume of TIPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS
Members will submit any TIPS orders to Vendor at any time.
27. Compliance with the Law. The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules,
and regulations applicable to their entity in connection with the programs contemplated under this Agreement.
28. Severability. If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then such term(s) or provision(s) shall be deemed restated to reflect the original intention of the Parties as nearly as
possible in accordance with applicable law and the remainder of this Agreement, and the remainder of the provisions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless such holding causes the obligations
of the Parties hereto to be impossible to perform or shall render the terms of this Agreement to be inconsistent with the intent of the
Parties hereto.
29. 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 through no fault of its own 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. Upon delivering such notice, the obligation
of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the
inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable
dispatch. In the event that Vendor's obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force
Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control
Vendor's failure to fulfill for a Force Majeure event.
30. Immunity. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor
constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education
Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses,
remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under
applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for
estoppel.
31. Insurance Requirements. Vendor agrees to maintain the following minimum insurance requirements for the duration of this
Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at
least a rating of "A-" by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirements and in
no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the
contractor's insurance policy. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover
said deductibles is provided. "Claims made" policies will not be accepted. Vendor's required minimum coverage shall not be suspended,
TIPS Vendor Agreement Page 6
voided, cancelled, non -renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required
coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS
Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished
to the TIPS or the TIPS Member. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, Vendor's
policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS.
General Liability: $1,000,000 each Occurrence/Aggregate
Automobile Liability: $300,000 Includes owned, hired & non -owned
Workers' Compensation: Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. If Vendor performs
in multiple jurisdictions, Vendor shall maintain the statutory limits for the jurisdiction with the greatest dollar
policy limit requirement.
Umbrella Liability: $1,000,000 each Occurrence/Aggregate
32. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of
any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such
breach.
33. Binding Agreement. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal
successors, and assigns.
34. Headings. The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any
way affect the meaning or interpretation of any of the provisions of this Agreement.
35. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State
of Texas. Any proceeding, claim, action, or alternative dispute resolution arising out of or relating to this Agreement or involving TIPS
shall be brought in a State Court of competent jurisdiction in Camp County, Texas, or if Federal Court is legally required, a Federal
Court of competent jurisdiction in the Eastern District of Texas, and each of the Parties irrevocably submits to the exclusive jurisdiction
of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees
that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding
arising out of or relating to this procurement process or any contract resulting from or and contemplated transaction in any other court.
The Parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing,
voluntary and freely bargained for agreement between the Parties irrevocably to waive any objections to venue or to convenience of
forum.
36. Relationship of the Parties. Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party
nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The
Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership
between them.
37. Assignment. No assignment of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in
part by a Party hereto without the prior written consent of the other Party. Written consent of TIPS shall not be unreasonably withheld.
38. Minimum Condition and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Sale shall be new
unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard
warranty unless otherwise agreed to in the Supplemental Agreement.
39. Minimum Customer Support Requirements for TIPS Sales. Vendor shall provide timely and commercially reasonable support for
TIPS Sales or as agreed to in the applicable Supplemental Agreement.
40. Minimum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a
commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member
as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the
delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order.
41. Minimum Vendor License Requirements. Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and
permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with
all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS
Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving
TIPS Vendor Agreement Page 7
Vendor if Vendor's license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, are
suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.
42. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, state, and
federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and
policies must be complied with even if not specified herein.
43. Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale).
Cleanup: When performing work on site at a TIPS Member's property, Vendor shall clean up and remove all debris and rubbish resulting
from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be
left in good repair and an orderly, neat, clean and unobstructed condition.
Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation
work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited
to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements.
Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a
subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably
expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered
a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member's discretion. Vendor 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.
Safety Measures: Vendor 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. Vendor shall post warning signs against all hazards created
by the 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.
Smoking: Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes, ordinances, and
policies.
44. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, Vendor's Authorized Reseller, or
as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment
statutes. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS
Administration Fee payment requirements as stated herein.
45. Marketing. Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and
advertisements unless Vendor negotiates this term to include a specific acceptable -use directive. Any use of TIPS' name and logo or
any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will
not be unreasonably withheld. Request may be made by email to tinsna,tins-usa.com. For marketing efforts directed to TIPS Members,
Vendor must request and execute a separate Joint Marketing Disclaimer, at marketinglatins-usa.com, before TIPS can release contact
information for TIPS Member entities for the purpose of marketing your TIPS contract(s). Vendor must adhere to strict Marketing
Requirements once a disclaimer is executed. The Joint Marketing Disclaimer is a supplemental agreement specific to joint marketing
efforts and has no effect on the terms of the TIPS Vendor Agreement. Vendor agrees that any images, photos, writing, audio, clip art,
music, or any other intellectual property ("Property") or Vendor Data utilized, provided, or approved by Vendor during the course of
the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to
utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees,
officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments
involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property
rights and/or claims arising from the Vendor's (including Vendor's officers', employees', agents', Authorized Resellers',
subcontractors', licensees', or invitees') unauthorized use or distribution of Vendor Data and Property.
46. Tax Exempt Status of TIPS Members. Most TIPS Members are tax exempt entities and the laws and regulations applicable to the
specific TIPS Member customer shall control.
47. Automatic Renewal Limitation for TIPS Sales. No TIPS Sale may incorporate an automatic renewal clause that exceeds month to
month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement
TIPS Vendor Agreement Page 8
shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS
Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement
during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the
Agreement renewal. Any TIPS Sale Supplemental Agreement containing an "Automatic Renewal" clause that conflicts with these
terms is rendered void and unenforceable.
48. Choice of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Law" provision is included in any TIPS Sale
agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS
Sale agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS
Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Choice of Law" clause that conflicts with
these terms is rendered void and unenforceable.
49. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract
between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall
be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale
Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered void and unenforceable.
50. Indemnity Limitation for TIPS Sales. Texas and other jurisdictions restrict the ability of governmental entities to indemnify others.
Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales
agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such
indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]" unless the TIPS Member
expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms
is rendered void and unenforceable.
51. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale
agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding.
Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member,
that clause provides for only voluntary and non -binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS
Sale Supplemental Agreement containing a "Arbitration" clause that conflicts with these terms is rendered void and unenforceable.
In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement.
TIPS Vendor Agreement Page 9
TIPS VENDOR AGREEMENT SIGNATURE
FORM TIPS RFP 230502 Electrical and Plumbing Supplies and Equipment
Vendor Name: Indepth Utility Solutions LLC
Vendor Address: 4100 Greenbriar Dr., Suite 240
Stafford
City
Tx 77477
State: Zip Code:
Vendor Authorized Signatory Name: Katherine Kemp
Vendor Authorized Signatory Title: Operations Manager
281-969-8530
Vendor Authorized Signatory Phone:
Vendor Authorized Signatory Email: office@indepth US.com
Katherine Kemp Dae:20230602152811050op 06/02/2023
Vendor Authorized Signature: Date:
(The following is for TIPS completion only)
Dr. Fitts
TIPS Authorized Signatory Name:
Executive Director
TIPS Authorized Signatory Title:
TIPS Authorized Signature:
yf�a,� Date:7�25/2023
r}�
TIPS Vendor Agreement Signature Form Page 1
230502
Indepth Utility Solutions LLC
Supplier Response
Event Information
Number: 230502
Title: Electrical and Plumbing Supplies and Equipment
Type: Request for Proposal
Issue Date: 5/4/2023
Deadline: 6/16/2023 03.00 PM (CT)
Notes: This is a solicitation issued by The Interlocal Purchasing System (TIPS), a department of
Texas Region 8 Education Service Center. It is an Indefinite Delivery, Indefinite Quantity
("IDIQ") solicitation. It will result in contracts that provide, through adoption/"piggyback"
an indefinite quantity of supplies/services, during a fixed period of time, to TIPS public
entity and qualifying non-profit "TIPS Members" throughout the nation. Thus, there is no
specific project or scope of work to review. Rather this solicitation is issued as a
prospective award for utilization when any TIPS Member needs the goods or services
offered during the life of the agreement.
IF YOU CURRENTLY HOLDS TIPS CONTRACT 200502 ELECTRICAL AND PLUMBING
SUPPLIES AND EQUIPMENT ("200502"), YOU MUST RESPOND TO THIS SOLICITATION
TO PREVENT LAPSE OF CONTRACT UNLESS YOU HOLD ANOTHER CURRENT TIPS
CONTRACT THAT COVERS ALL OF YOUR PLUMBING AND/OR ELECTRICAL OFFERINGS.
THIS AWARDED CONTRACT WILL REPLACE YOUR EXPIRING TIPS CONTRACT 200502.
IF YOU HOLD ANOTHER TIPS CONTRACT OTHER THAN 200502 WHICH COVERS ALL OF
YOUR PLUMBING AND/OR ELECTRICAL OFFERINGS AND YOU ARE SATISFIED WITH IT,
THERE IS NO NEED TO RESPOND TO THIS SOLICITATION UNLESS YOU PREFER TO
Page 1 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
HOLD BOTH CONTRACTS.
Contact Information
Address: Region 8 Education Service Center
4845 US Highway 271 North
Pittsburg, TX 75686
Phone: +1 (866) 839-8477
Email: bids@tips-usa.com
Page 2 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
Indepth Utility Solutions LLC Information
Contact:
Kassy Kemp
Address:
4100 Greenbriar Dr
Suite 240
Stafford, TX 77477
Phone:
(281) 969-8530
Fax:
(866) 703-8343
Email:
office@indepthus.com
Web Address:
http://indepthutilitysolutions.com/
By submitting your response, you certify that you are authorized to represent and bind your company.
Katherine Kemp
Signature
Submitted at 6/2/2023 03:29:04 PM (CT)
Requested Attachments
Vendor Agreement
office@indepthus.com
Email
230502 Vendor Agreement.pdf
The Vendor Agreement must be downloaded from the "Attachments" section of the IonWave eBid System, reviewed,
Vendor Name placed in the line provided at the top, and uploaded to this location. If Vendor has proposed deviations
to the Vendor Agreement, Vendor may assert so in the Attribute Questions and those shall be addressed during
evaluation.
Pricing Form 1
230502 Pricing Form 060223 Indepth.xlsx
Pricing Form 1 must be downloaded from the "Attachments" section of the IonWave eBid System, reviewed, properly
completed as instructed, and uploaded to this location.
Alternate or Supplemental Pricing Documents
No response
Optional. If when completing Pricing Form 1 & Pricing Form 2 you direct TIPS to view additional, alternate, or
supplemental pricing documentation, you may upload that documentation.
Reference Form
230502 Reference Form 060223.xls
The Reference Form must be downloaded from the "Attachments" section of the IonWave eBid System, reviewed,
properly completed, and uploaded to this location. The Reference Form must be uploaded in Excel format.
Required Confidentiality Claim Form
230502 Required Confidentiality Claim Form Signed.pdf
The Required Confidentiality Claim Form must be downloaded from the "Attachments" section of the IonWave eBid
System, reviewed, properly completed, and uploaded to this location. This is the only way for Vendor to assert
confidentiality of any information submitted.
Conflict of Interest Questionnaire - Form CIQ
No response
Do not upload this form unless you have a reportable conflict with TIPS. There is an Attribute entitled "Conflict of
Interest Questionnaire Requirement' immediately followed by an Attribute entitled "Conflict of Interest Questionnaire
Requirement — Form CIQ — Continued." Properly respond to those Attributes and only upload this form if
applicable/instructed. If upload is required based on your response to those Attributes, the Conflict of Interest
Questionnaire — Form CIQ must be downloaded from the "Attachments" section of the IonWave eBid System,
reviewed, properly completed, and uploaded at this location.
Vendor's Warranties, Terms, and Conditions (Supplemental Vendor Information Only) No response
Optional. If Vendor would like to display any standard warranties, terms, or conditions which are often applicable to
their offerings for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These
supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental
Information for marketing and informational purposes only.
Page 3 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
Supplemental Vendor Information (Supplemental Vendor Information Only)
No response
Optional. If Vendor would like to display or include any brochures, promotional documents, marketing materials, or
other Vendor Information for TIPS and TIPS Member Customer consideration, Vendor may upload those at this
location.
These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor
Supplemental Information for marketing and informational purposes only.
Disclosure of Lobbying Activities - Standard Form - LLL
No response
Do not upload this form unless Vendor has reportable lobbying activities. There are Attributes entitled, "2 CFR Part
200 or Federal Provision - Byrd Anti -Lobbying Amendment — Continued." Properly respond to those Attributes and
only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the
Disclosure of Lobbying Activities — Standard Form - LLL must be downloaded from the "Attachments" section of the
IonWave eBid System, reviewed, properly completed, and uploaded to this location.
Current Form W-9
Indepth W9 060223.pdf
Vendor must upload their current IRS Tax Form W-9. The legal name, EIN, and d/b/a's listed should match the
information provided herein exactly. This form will be utilized by TIPS to properly identify your entity.
Certificates & Licenses (Supplemental Vendor Information Only)
No response
Optional. If Vendor would like to display any applicable certificates or licenses (including HUB certificates) for TIPS and
TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents
shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing
and informational purposes only.
Pricing Form 2
230502 Pricing Form 060223 Indepth.xlsx
Pricing Form 2 must be downloaded from the "Attachments" section of the IonWave eBid System, reviewed, properly
completed as instructed, and uploaded to this location.
Vendor Logo (Supplemental Vendor Information Only)
No response
Optional. If Vendor desires that their logo be displayed on their public TIPS profile for TIPS and TIPS Member viewing,
Vendor may upload that logo at this location. These supplemental documents shall not be considered part of the TIPS
Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.
Vendor Agreement Signature Form
230502 Vendor Agreement Signature Form Signed.pdf
The Vendor Agreement Signature Form must be downloaded from the "Attachments" section of the IonWave eBid
System, reviewed, properly completed, and uploaded to this location. If Vendor has proposed deviations to the Vendor
Agreement, Vendor may leave the signature line of this page blank and assert so in the Attribute Questions and those
shall be addressed during evaluation.
Bid Attributes
1 Disadvantaged/Minority/Women Business & Federal HUBZone
Some participating public entities are required to seek Disadvantaged/Minority/Women Business & Federal
HUBZone ("D/M/WBE/Federal HUBZone") vendors. Does Vendor certify that their entity is a D/M/WBE/Federal
HUBZone vendor?
If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments"
location.
NO
Page 4 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
2
Historically Underutilized Business (HUB)
Some participating public entities are required to seek Historically Underutilized Business (HUB) vendors as defined
by the Texas Comptroller of Public Accounts Statewide HUB Program. Does Vendor certify that their entity is a HUB
vendor?
If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments"
location.
INo
3 1 National Coverage
4
Can the Vendor provide its proposed goods and services to all 50 US States?
No
States Served
If Vendor answered "No" to the question entitled "National Coverage," please list all states where vendor can
provide the goods and services proposed directly below. Your response may dictate which potential TIPS Member
customers consider purchasing your offerings.
We can sell Vivax-Metrotech branded products in Texas. We sell Sewerin brand products in Texas, Oklahoma,
Arkansas, and Louisiana.
Description of Vendor Entity and Vendor's Goods & Services
If awarded, this description of Vendor and Vendor's goods and services will appear on the TIPS website for
customer/public viewing.
Indepth Utility Solutions offers products designed to cover a broad spectrum of underground utility locating needs.
We are proud to represent Vivax-Metrotech in Texas for your utility line locator, in -line camera inspection
equipment, and pipeline defect mapping needs. We also offer Sewerin's full line of water and gas leak detection
instruments to the states of Texas, Oklahoma, Arkansas and Louisiana. We carry manhole and confined space
inspection camera equipment from RinnoVision as well. All of our equipment is top of line and backed by training,
support and our local service center.
6 1 Primary Contact Name
Please identify the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of
the contract.
Kassy Kemp
7 Primary Contact Title
Primary Contact Title
Operations Manager
8 1 Primary Contact Email
Please enter a valid email address that will definitely reach the Primary Contact.
loffice@indepthus.com
Page 5 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
9 Primary Contact Phone
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
Please provide the accurate and current phone number where the individual who will be primarily responsible for all
TIPS matters and inquiries for the duration of the contract can be reached directly.
1 28196985301
1 Primary Contact Fax
0
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
1 86670383431
1 Primary Contact Mobile
1
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
1 28146763521
1 Secondary Contact Name
2 Please identify the individual who will be secondarily responsible for all TIPS matters and inquiries for the duration
of the contract.
Royce Kemp
1 Secondary Contact Title
3 Secondary Contact Title
Managing Member
1 Secondary Contact Email
4 Please enter a valid email address that will definitely reach the Secondary Contact.
roycekemp@indepthus.com
1 Secondary Contact Phone
5
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
Please provide the accurate and current phone number where the individual who will be secondarily responsible
for all TIPS matters and inquiries for the duration of the contract can be reached directly.
1 28196985301
1 Secondary Contact Fax
6
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
1 86670383431
Page 6 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
1 Secondary Contact Mobile
7
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
1 28181428641
1 Administration Fee Contact Name
8 Please identify the individual who will be responsible for all payment, accounting, and other matters related to
Vendor's TIPS Administration Fee due to TIPS for the duration of the contract.
Kassy Kemp
1 Administration Fee Contact Email
9 Please enter a valid email address that will definitely reach the Administration Fee Contact.
office@indepthus.com
2 Administration Fee Contact Phone
0
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
1 28196985301
2 Purchase Order and Sales Contact Name
1 Please identify the individual who will be responsible for receiving and processing purchase orders and sales under
the TIPS Contract.
Linda Reier
2 Purchase Order and Sales Contact Email
2 Please enter a valid email address that will definitely reach the Purchase Order and Sales Contact.
accounting@indepthus.com
2 Purchase Order and Sales Contact Phone
3
Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto -populate your entry with commas
once submitted which is appropriate and expected (Ex. 8,668,398,477).
1 28196985301
2 Company Website
4 Company Website (Format - www.company.com)
http://indepthutilitysolutions.com/
2 Entity D/B/A's and Assumed Names
5 You must confirm that you are responding to this solicitation under your legal entity name. Go now to your Supplier
Profile in this eBid System and confirm that your profile reflects your "Legal Name" as it is listed on your W9.
In this question, please identify all of your entity's assumed names and D/B/A's. Please note that you will be
identified publicly by the Legal Name under which you respond to this solicitation unless you organize otherwise with
TIPS after award.
No response
Page 7 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
2 Primary Address
6 Primary Address
14100 Greenbriar Dr., Suite 240
2 Primary Address City
7 Primary Address City
Stafford
2 Primary Address State
8 Primary Address State (2 Digit Abbreviation)
Texas
2 Primary Address Zip
9 Primary Address Zip
177477
3 Search Words Identifying Vendor
U Please list all search words and phrases to be included in the TIPS database related to your entity. Do not list
words which are not associated with the bid category/scope (See bid title for general scope). This will help users
find you through the TIPS website search function. You may include product names, manufacturers, specialized
services, and other words associated with the scope of this solicitation.
Indepth Utility Solutions, Vivax Dealer, Metrotech Dealer, Sewerin Dealer, RinnoVision Dealer
3 Certification of Vendor Residency (Required by the State of Texas)
Does Vendor's parent company or majority owner:
(A) have its principal place of business in Texas; or (B) employ at least 500 persons in Texas?
Texas Education Code Section 44.031 requires that this information be considered in evaluation for certain
contracts. However, Vendor response does not affect points, scoring, or potential award.
Yes I
3 Vendor's Principal Place of Business (City)
2 In what city is Vendor's principal place of business located?
Stafford
3 Vendor's Principal Place of Business (State)
3 In what state is Vendor's principal place of business located?
Texas
3 Vendor's Years in Business
4 How many years has the business submitting this proposal been operating in its current capacity and field of work?
151
Page 8 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
Certification Regarding Entire TIPS Agreement
3
5
3
6
Vendor agrees that, if awarded, Vendor's final TIPS Contract will consist of the provisions set forth in the finalized
TIPS Vendor Agreement, Vendor's responses to these attribute questions, and: (1) The TIPS solicitation document
resulting in this Agreement; (2) Any addenda or clarifications issued in relation to the TIPS solicitation; (3) All
solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) Vendor's entire proposal
response to the TIPS solicitation including all accepted required attachments, acknowledged notices and
certifications, accepted negotiated terms, accepted pricing, accepted responses to questions, and accepted written
clarifications of Vendor's proposal, and; any properly included attachments to the TIPS Contract.
Does Vendor agree?
Yes
Minimum Percentage Discount Offered to TIPS Members on all Goods and Services (READ
CAREFULLY)
Please read thoroughly and carefully as an error on your response can render your contract award
unusable.
TIPS Members often turn to TIPS Contracts for ease of use and to receive discounted pricing.
What is the minimum percentage discount that you can offer TIPS Members off of all goods and service
pricing (whether offered through Pricing Form 1, Pricing Form 2, or in another accepted format) that you
offer? Only limited goods/services specifically identified and excluded from this discount in Vendor's
original proposal may be excluded from this discount.
Vendor must respond with a percentage from 0%-100%. The percentage discount that you input below will be
applied to your "Catalog Pricing", as defined in the solicitation, for all TIPS Sales made during the life of the
contract. You cannot alter this percentage discount once the solicitation legally closes. You will always be required
to discount every TIPS Sale by the percentage included below with the exception of limited goods/services
specifically identified and excluded from this discount in Vendor's original proposal. If you add goods or services to
your "Catalog Pricing" during the life of the contract, you will be required to sell those new items with this discount
applied.
Example: In this example, you enter a 10% minimum percentage discount below. In year -one of your TIPS
Contract, your published "Catalog Pricing" (website/store/published pricing) for "Tablet A" is $100 and for "Tablet
Set -Up Service" is $100. In this example, you must sell those items under the TIPS Contract at the proposed 10%
discounted price of: "Tablet A" - $90, "Tablet Set -Up Service" - $90. In year two of your TIPS Contract, you update
your "Catalog Pricing" with the market. You add "Tablet B" to your "Catalog Pricing" for $200 and have increased
the price of "Tablet A" to $110 and the price of "Tablet Set -Up Service" to $110. In this example, after the "Catalog
Pricing" update, you must still sell those items under the TIPS Contract at the proposed 10% discounted price
of: "Tablet A" - $99, "Tablet Set -Up Service" - $99, and "Tablet B" - $180.00.
With the exception of limited goods/services specifically identified and excluded from this discount in Vendor's
original proposal, if you cannot honor the discount on all goods and items now included or which may be added in
the future with certainty, then you should offer a lesser discount percentage below.
What is the minimum percentage discount that you can offer TIPS Members off of all goods and service
pricing (whether offered through Pricing Form 1, Pricing Form 2, or in another accepted format) that you
offer?
I 0% I
Page 9 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
3 Honoring Vendor's Minimum Percentage Discount
7
Vendor is asked in these Attribute Questions to provide a Minimum Percentage Discount offered to TIPS Members
on all goods and services sold under the TIPS Contract. Points will be assigned for your response and scoring of
your proposal will be affected. A "YES" answer will be awarded the maximum 10 points and a "NO" answer will be
awarded 0 points.
Does Vendor agree to honor the Minimum Percentage Discount off of their TIPS "Catalog Pricing" that Vendor
proposed for all TIPS Sales made for the duration of the TIPS Contract?
Yes I
3 Volume and Additional Discounts
8 In addition to the Minimum Percentage Discount proposed herein, does Vendor ever expect and intend to offer
additional, greater, or volume discounts to TIPS Members?
Point(s) may be assigned for your response in the category of "Pricing" during scoring and evaluation.
�No I
3
9
"Catalog Pricing" and Pricing Requirements
This is a reauirement of the TIPS Contract and is non-neaotiable.
In this solicitation and resulting contract, "Catalog Pricing" shall be defined as:
"The then available list of goods or services, in the most current listing regardless of date, that takes the form of a
catalog, price list, price schedule, shelf -price or other viewable format that:
A. is regularly maintained by the manufacturer or Vendor of an item; and
B. is either published or otherwise available for review by TIPS or a customer during the purchase process;
C. to which the Minimum Percentage Discount proposed by the proposing Vendor may be applied.
If awarded on this TIPS Contract, for the duration of the contract, Vendor agrees to provide, upon request, their
then current "Catalog Pricing." Or, in limited circumstances where Vendor has proposed the Percentage Mark -Up
method of pricing in this proposal, proof of Vendor's "cost" may be accepted by TIPS in place of catalog pricing.
YES
Page 10 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
EXCEPTIONS & DEVIATIONS TO TIPS STANDARD TERMS AND CONDITIONS
4
0
Vendor agrees that, if awarded, Vendor's final TIPS Contract will consist of the provisions set forth in the finalized
TIPS Vendor Agreement, Vendor's responses to these attribute questions, and: (1) The TIPS solicitation document
resulting in this Agreement; (2) Any addenda or clarifications issued in relation to the TIPS solicitation; (3) All
solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) Vendor's entire proposal
response to the TIPS solicitation including all accepted required attachments, acknowledged notices and
certifications, accepted negotiated terms, accepted pricing, accepted responses to questions, and accepted written
clarifications of Vendor's proposal, and; any properly included attachments to the TIPS Contract. In the event of
conflict between the terms of the finalized Vendor Agreement and one of the incorporated documents the terms and
conditions which are in the best interest of governmental/qualifying non-profit TIPS Members shall control at TIPS
sole discretion.
If Vendor responds, "No, Vendor does not agree" to this Attribute, after this solicitation legally closes and TIPS
begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor
Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. This
is the only proper way to submit proposed deviations for TIPS consideration. TIPS reserves the right to accept,
decline, or modify Vendor's requested negotiated terms. For this reason, answering "No, Vendor does not agree"
may ultimately delay or prevent award.
Does Vendor agree with TIPS standard terms and conditions as presented in the TIPS solicitation document (RFP,
RCSP, RFQ, or other) and the TIPS Vendor Agreement document?
Yes
TIPS Sales Reporting Requirements
This is a requirement of the TIPS Contract and is non-negotiable.
By submitting this proposal, Vendor certifies that Vendor will properly report all TIPS sales. With the exception of
TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales
must be reported to TIPS by either:
(1) Emailing the purchase order or similar purchase document (with Vendor's Name, as known to TIPS, and the
TIPS Contract Name and Number included) to TIPS at tipspo@tips-usa.com with "Confirmation Only" in the subject
line of the email within three business days of Vendor's acceptance of the order, or;
(2) Within 3 business days of the order being accepted by Vendor, Vendor must login to the TIPS Vendor Portal and
successfully self -report all necessary sale information within the Vendor Portal and confirm that it shows up
accurately on your current Vendor Portal statement.
No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales
pursuant to this provision may result in immediate cancellation of Vendor's TIPS Contract(s) for cause at TIPS' sole
discretion.
Page 11 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
4 TIPS Administration Fee Requirement and Acknowledgment
2
This is a requirement of the TIPS Contract and is non-negotiable.
The collection of fees by TIPS, a government entity, for performance of these procurement services is required
pursuant to Texas Government Code Section 791.011 et. seq. The TIPS Administration Fee is the amount legally
owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set
percentage of each TIPS Sale legally due to TIPS, but the exact TIPS Administration Fee for this Contract is
published in the corresponding RFP or RCSP document. TIPS Administration Fees are due to TIPS immediately
upon Vendor's receipt of payment, including partial payment, for a TIPS Sale.
By submitting a proposal, Vendor agrees that it has read, understands, and agrees to the published TIPS
Administration Fee amount, calculation, and payment requirements. By submitting a proposal Vendor further
confirms that all TIPS Pricing includes the TIPS Administration Fee and Vendor will not show adding the TIPS
Administration Fee as a charge or line -item in any TIPS Sale.
4 TIPS Member Access to Vendor Proposal & Documentation
3
This is a requirement of the TIPS Contract and is non-negotiable.
Notwithstanding any other information provided in this solicitation or Vendor designation of certain documentation
as confidential or proprietary, Vendor's submission of this proposal constitutes Vendor's express consent to the
disclosure of Vendor's comprehensive proposal, including any information deemed confidential or proprietary, to
TIPS Members. The proposing Vendor agrees that TIPS shall not be responsible or liable for any use or
distribution of information or documentation to TIPS Members or by TIPS Members. By submitting this proposal,
Vendor certifies the foregoing.
4 Non -Collusive Bidding Certificate
4
This is a requirement of the TIPS Contract and is non-negotiable.
By submission of this proposal, the Vendor certifies that:
1) This proposal has been independently arrived at without collusion with any other entity, bidder, or with any
competitor;
2) This proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids,
or proposals for this project, to any other bidder, competitor or potential competitor:
3) No attempt has been or will be made to induce any other person, partnership or corporation to modify, submit, or
not to submit a bid or proposal; and
4) The person signing this bid or proposal certifies that they are duly authorized to execute this proposal/contract
on behalf of Vendor and they have fully informed themselves regarding the accuracy of the statements contained in
this certification, and under the penalties being applicable to the bidder as well as to the person signing in its
behalf;
Page 12 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
4
5
4
6
4
7
Antitrust Certification Statements (Tex. Government Code § 2155.005)
This is a requirement of the TIPS Contract and is non-negotiable.
By submission of this bid or proposal, Vendor certifies 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 (Vendor) identified herein;
(2) In connection with this proposal, neither I nor any representative of Vendor has violated any provision of the
Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
(3) In connection with this proposal, neither I nor any representative of the Vendor has violated any federal antitrust
law;
(4) Neither I nor any representative of Vendor has directly or indirectly communicated any of the contents of this bid
to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the
same line of business as the Company.
Limitation on Out -of -State Litigation - Texas Business and Commerce Code § 272
This is a requirement of the TIPS Contract and is non-negotiable.
Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or
affecting the construction contract, from containing a provision making the contract or agreement, or any conflict
arising under the contract or agreement, subject to another state's law, litigation in the courts of another state, or
arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party
obligated by the contract or agreement to perform the work.
By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract
with a Texas TIPS Member under this procurement, Vendor certifies compliance.
Required Confidentiality Claim Form
This is a requirement of the TIPS Contract and is non-negotiable.
TIPS provides the required TIPS Confidentiality Claim Form in the "Attachments" section of this solicitation. Vendor
must execute this form by either signing and waiving any confidentiality claim, or designating portions of Vendor's
proposal confidential. If Vendor considers any portion of Vendor's proposal to be confidential and not subject to
public disclosure pursuant to Chapter 552 Texas Gov't Code or other law(s) and orders, Vendor must have
identified the claimed confidential materials through proper execution of the Confidentiality Claim Form.
If TIPS receives a public information act or similar request, any responsive documentation not deemed confidential
by you in this manner will be automatically released. For Vendor documents deemed confidential by you in this
manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be
liable for any release of information required by law, including Attorney General determination and opinion.
Notwithstanding any other Vendor designation of Vendor's proposal as confidential or proprietary, Vendor's
submission of this proposal constitutes Vendor's agreement that proper execution of the required TIPS
Confidentiality Claim Form is the only way to assert any portion of Vendor's proposal as confidential.
Page 13 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
4
8
Non -Discrimination Statement and Certification
4
9
5
0
This is a requirement of the TIPS Contract and is non-negotiable.
In accordance with Federal civil rights law, all U.S. Departments, including but not limited to the USDA, USDE, FEMA,
are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including
gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a
public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or
activity conducted or funded by federal funds (not all bases apply to all programs).
Vendor certifies that Vendor will comply with applicable Non -Discrimination and Equal Opportunity provisions set
forth in TIPS Member Customers' policies and other regulations at the local, state, and federal levels of
governments.
❑ Yes, I certify (Yes)
Limitation of Vendor Indemnification and Similar Clauses
This is a requirement of the TIPS Contract and is non-negotiable.
TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the
State of Texas, is prohibited from indemnifying third -parties (pursuant to the Article 3, Section 52 of the Texas
Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent
jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of
the State ... " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity
creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which
require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any
applicable statute of limitations must be deleted or qualified with "to the extent permitted by the Constitution and
Laws of the State of Texas."
Does Vendor agree?
0 Yes, I Agree (Yes)
Alternative Dispute Resolution Limitations
This is a requirement of the TIPS Contract and is non-negotiable.
TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the
State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be
permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement,
except those specifically and expressly waived or negotiated within this Agreement, may be subject to non -binding
mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the
filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus
County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of
Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the
Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of
Texas.
Does Vendor agree?
Yes I
Page 14 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
5 No Waiver of TIPS Immunity
1 This is a requirement of the TIPS Contract and is non-negotiable.
Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity;
nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities
available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the
enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service
Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such
privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.
Does Vendor agree?
0 Yes, Vendor agrees (Yes)
5 Payment Terms and Funding Out Clause
2 This is a requirement of the TIPS Contract and is non-negotiable.
Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late -payment fees on past -due
balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member.
Funding -Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to
Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any
TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and
appropriation of currently available funds by the entity or its governing body.
Does Vendor agree?
0 Yes, Vendor agrees (Yes)
5 Certification Regarding Prohibition of Certain Terrorist Organizations (Tex. Gov. Code 2270)
3
Vendor certifies that Vendor 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.
Does Vendor certify?
Yes I
5 Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271)
4
If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this
Agreement or any agreement with a TIPS Member under this procurement has value of $100,000 or more, the
following certification shall apply; otherwise, this certification is not required. Vendor certifies, where applicable, that
neither the Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any, boycotts Israel, and Vendor
agrees that Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes
of this Agreement, the term "boycott" shall mean and include refusing to deal with, terminating business activities
with, 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 but does
not include an action made for ordinary business purposes.
When applicable, does Vendor certify?
Yes I
Page 15 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
5
5
Certification Regarding Prohibition of Contracts with Certain Foreign -Owned Companies (Tex. Gov.
Code 2274)
Certain public entities are prohibited from entering into a contract or other agreement relating to critical
infrastructure that would grant Vendor direct or remote access to or control of critical infrastructure in this state,
excluding access specifically allowed by a customer for product warranty and support purposes.
Vendor certifies that neither it nor its parent company nor any affiliate of Vendor or its parent company, is (1) owned
by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are
citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including
governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China,
Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a
designated country.
For purposes of this certification, "critical infrastructure" means "a communication infrastructure system,
cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility." Vendor certifies
that Vendor will not grant direct or remote access to or control of critical infrastructure, except for product warranty
and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned,
controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the
Governor.
When applicable, does Vendor certify?
Yes
Page 16 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
5
6
Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.
Gov. Code 2274)
If (a) Vendor is not a sole proprietorship; (b) Vendor has at least ten (10) full-time employees; and (c) this
Agreement or any Supplemental Agreement with certain public entities have a value of at least $100,000 that is
paid wholly or partly from public funds; (d) the Agreement is not excepted under Tex. Gov. Code 2274 and (e) the
purchasing public entity has determined that Vendor is not a sole -source provider or the purchasing public entity
has not received any bids from a company that is able to provide this written verification, the following certification
shall apply; otherwise, this certification is not required.
Vendor certifies that Vendor, or association, corporation, partnership, joint venture, limited partnership, limited
liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary
parent company, or affiliate of these entities or associations, that exists to make a profit, does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of this contract against a firearm entity or firearm trade association.
For purposes of this Agreement, "discriminate against a firearm entity or firearm trade association" shall mean, with
respect to the entity or association, to: "(1) refuse to engage in the trade of any goods or services with the entity or
association based solely on its status as a firearm entity or firearm trade association; (2) refrain from continuing an
existing business relationship with the entity or association based solely on its status as a firearm entity or firearm
trade association; or (3) terminate an existing business relationship with the entity or association based solely on its
status as a firearm entity or firearm trade association."
"Discrimination against a firearm entity or firearm trade association" does not include: "(1) the established policies
of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm
accessories; and (2) a company's refusal to engage in the trade of any goods or services, decision to refrain from
continuing an existing business relationship, or decision to terminate an existing business relationship to comply
with federal, state, or local law, policy, or regulations or a directive by a regulatory agency, or for any traditional
business reason that is specific to the customer or potential customer and not based solely on an entity's or
association's status as a firearm entity or firearm trade association."
When applicable, does Vendor certify?
Yes
Page 17 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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7
Certification Regarding Termination of Contract for Non -Compliance (Tex. Gov. Code 552.374)
If Vendor is not a governmental body and (a) this Agreement or any Supplemental Agreement with a public entity
has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by certain public
entities; or (b) this Agreement or any Supplemental Agreement results in the expenditure of at least $1 million in
public funds for the purchase of goods or services by certain public entities in their fiscal year, the following
certification shall apply; otherwise, this certification is not required.
As required by Tex. Gov. Code 552.374, the following statement is included in the RFP and the Agreement (unless
the Agreement is (1) related to the purchase or underwriting of a public security; (2) is or may be used as collateral
on a loan; or (3) proceeds from which are used to pay debt service of a public security of loan): "The requirements
of Subchapter J, Chapter 552, Government Code, may apply to this solicitation and Agreement and the Vendor
agrees that this Agreement and any applicable Supplemental Agreement can be terminated if Vendor knowingly or
intentionally fails to comply with a requirement of that subchapter."
Pursuant to Chapter 552 of the Texas Government Code, Vendor certifies that Vendor shall: (1) preserve all
contracting information related to this Agreement as provided by the records retention requirements applicable to
TIPS or the purchasing TIPS Member for the duration of the Agreement; (2) promptly provide to TIPS or the
purchasing TIPS Member any contracting information related to the Agreement that is in the custody or possession
of Vendor on request of TIPS or the purchasing TIPS Member; and (3) on completion of the Agreement, either (a)
provide at no cost to TIPS or the purchasing TIPS Member all contracting information related to the Agreement that
is in the custody or possession of Vendor, or (b) preserve the contracting information related to the Agreement as
provided by the records retention requirements applicable to TIPS or the purchasing TIPS Member.
When applicable, does Vendor certify?
Yes
Page 18 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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Certification Regarding Prohibition of Boycotting Certain Energy Companies (Tex. Gov. Code 2274)
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If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this
Agreement or any Supplemental Agreement with certain public entities has a value of $100,000 or more that is to
be paid wholly or partly from public funds, the following certification shall apply; otherwise, this certification is not
required.
Vendor certifies that Vendor, or any wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate
of these entities or business associations, if any, do not boycott energy companies and will not boycott energy
companies during the term of the Agreement or any applicable Supplemental Agreement.
For purposes of this certification the term "company" shall mean an organization, association, corporation,
partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, that exists to
make a profit.
The term "boycott energy company" shall mean "without an ordinary business purpose, refusing to deal with,
terminating business activities with, or otherwise taking any action intended to penalize, inflict economic harm on, or
limit commercial relations with a company because the company (a) engages in the exploration, production,
utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet
environmental standards beyond applicable federal and state law, or (b) does business with a company described
by paragraph (a)." (See Tex. Gov. Code 809.001).
When applicable, does Vendor certify?
Yes
Felony Conviction Notice - Texas Education Code 44.034
Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states, "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."
Subsection (b) states, "a school district may terminate a contract with a person or business entity if the district
determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented
the conduct resulting in the conviction. The district must compensate the person or business entity for services
performed before the termination of the contract."
Subsection (c) states, "This section does not apply to a publicly held corporation.
Vendor certifies one of the following:
A. My firm is a publicly held corporation; therefore, this reporting requirement is not applicable, or;
B. My firm is not owned nor operated by anyone who has been convicted of a felony, or;
C. My firm is owned or operated by the following individual(s) who has/have been convicted of a felony.
If Vendor responds with Option (C), Vendor is required to provide information in the next attribute.
B. My firm is not owned nor operated by felon. I
Page 19 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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Felony Conviction Notice - Texas Education Code 44.034 - Continued
If Vendor selected Option (C) in the previous attribute, Vendor must provide the following information herein:
1. Name of Felon(s)
2. The Felon(s) title/role in Vendor's entity, and
3. Details of Felon(s) Conviction(s).
No response
Conflict of Interest Questionnaire Requirement
Vendor agrees that it has looked up, read, and understood the current version of Texas Local Government Code
Chapter 176 which generally requires disclosures of conflicts of interests by Vendor hereunder if Vendor:
(1) has an employment or other business relationship with a local government officer of our local governmental
entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of our local governmental entity, or a family member of the officer, one or
more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section
176.003(a-1); or
(3) has a family relationship with a local government officer of our local governmental entity.
(4) Any other financial, commercial, or familial relationship with our local government that may warrant reporting
under this statute.
Does Vendor certify that it has NO reportable conflict of interest?
Yes
Conflict of Interest Questionnaire Requirement - Form CIQ - Continued
If you responded "No, Vendor does not certify - VENDOR HAS CONFLICT" to the Conflict of Interest Questionnaire
question above, you are required by law to fully execute and upload the form attachment entitled "Conflict of
Interest Questionnaire - Form CIQ." If you accurately claimed no conflict above, you may disregard the form
attachment entitled "Conflict of Interest Questionnaire - Form CIQ."
Have you uploaded this form if applicable?
Not Applicable I
Upload of Current W-9 Required
Vendors are required by TIPS to upload a current, accurate W-9 Internal Revenue Service (IRS) Tax Form for your
entity. This form will be utilized by TIPS to properly identify your entity.
You must confirm that you are responding to this solicitation under your legal entity name. Go now to your Supplier
Profile in this eBid System and confirm that your profile reflects your "Legal Name" as it is listed on your W9.
Regulatory Good Standing Certification
Does Vendor certify that its entity is in good standing will all government entities and agencies, whether local, state,
or federal, that regulate any aspect of Vendor's field of work or business operations?
If Vendor selects "No", Vendor must provide explanation on the following attribute question.
Yes
Page 20 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
6 Regulatory Good Standing Certification - Explanation - Continued
5 If Vendor responded to the prior attribute that "No", Vendor is not in good standing, Vendor must provide an
explanation of that lack of good standing here for TIPS consideration.
No response
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Instructions Only - Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
Instructions for Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is
providing the certification set out herein in accordance with these instructions.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered
an erroneous certification in addition to other remedies available to the federal government, the department or
agency with which this transaction originated may pursue available remedies, including suspension and / or
debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal
is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"
"participants," "person," "primary covered transaction," "principal," "proposal" and "voluntarily excluded," as used in
this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive
Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of
those regulations.
5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is
debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction,
unless authorized by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered
Transaction" without modification in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered
transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency
by which it determines the eligibility of its principals. Each participant may, but is not required to, check the
Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to
render in good faith the certification required by this clause. The knowledge and information of a participant is not
required to exceed that which is normally possessed by a prudent person in the ordinary course of business
dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,
ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the
federal government, the department or agency with which this transaction originated may pursue available
remedies, including suspension and / or debarment.
Page 21 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
6 Suspension or Debarment Certification
7 Read the instructions in the attribute above and then answer the following accurately.
Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
agency.
Does Vendor certify?
Yes I
6 Vendor Certification of Criminal History - Texas Education Code Chapter 22
8 Texas Education Code Chapter 22 requires entities that contract with school districts to provide services to obtain
criminal history record information regarding covered employees. Contractors must certify to the district that they
have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a school
district pursuant to this law.
DEFINITIONS
Covered employees: Employees of a contractor or subcontractor who have or will have continuing duties related
to the service to be performed at the District and have or will have direct contact with students. The District will be
the final arbiter of what constitutes direct contact with students.
Disqualifying criminal history: Any conviction or other criminal history information designated by the District, or
one of the following offenses, if at the time of the offense, the victim was under 18 or enrolled in a public school: (a)
a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as a
sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law
or the laws of another state.
Vendor certifies:
NONE (Section A): None of the employees of Vendor and any subcontractors are covered employees, as defined
above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure
that the employees of Vendor and any subcontractor will not become covered employees. Contractor will maintain
these precautions or conditions throughout the time the contracted services are provided under this procurement.
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SOME (Section 13): Some or all of the employees of Vendor and any subcontractor are covered employees. If this
box is checked, I further certify that: (1) Vendor has obtained all required criminal history record information
regarding its covered employees. None of the covered employees has a disqualifying criminal history; (2) If Vendor
receives information that a covered employee subsequently has a reported criminal history, Vendor will immediately
remove the covered employee from contract duties and notify the purchasing entity in writing within 3 business
days; (3) Upon request, Vendor will provide the purchasing entity with the name and any other requested
information of covered employees so that the purchasing entity may obtain criminal history record information on
the covered employees; (4) If the purchasing entity objects to the assignment of a covered employee on the basis
of the covered employee's criminal history record information, Vendor agrees to discontinue using that covered
employee to provide services at the purchasing entity.
Which option does Vendor certify?
None I
Page 22 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
Certification Regarding "Choice of Law" Terms with TIPS Members
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Vendor agrees that if any "Choice of Law" provision is included in any sales agreement/contract between Vendor
and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the sales agreement/contract
between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS Member
expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Choice of Law" clause that
conflicts with these terms is rendered void and unenforceable.
If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide
Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested
negotiations as redline edits for TIPS consideration.
Does Vendor agree?
Yes
Certification Regarding "Venue" Terms with TIPS Members
Vendor agrees that if any "Venue" provision is included in any sales agreement/contract between Vendor and a
TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution is shall be
in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any
TIPS Sale Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered void and
unenforceable.
If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide
Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested
negotiations as redline edits for TIPS consideration.
Does Vendor agree?
Yes
Certification Regarding "Automatic Renewal" Terms with TIPS Members
Vendor agrees that no TIPS Sale may incorporate an "Automatic Renewal" clause that exceeds month to month
terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental
Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the
renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS
Member inadvertently renewing a Supplemental Agreement during a period in which the governing body of the TIPS
Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale
Supplemental Agreement containing an "Automatic Renewal" clause that conflicts with these terms is rendered void
and unenforceable.
If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide
Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested
negotiations as redline edits for TIPS consideration.
Does Vendor agree?
Yes
Page 23 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
Certification Regarding "Indemnity" Terms with TIPS Members
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Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if
any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any sales
agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by
including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS
Member's State]" unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement
containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.
If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide
Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested
negotiations as redline edits for TIPS consideration.
Does Vendor agree?
IYes
Certification Regarding "Arbitration" Terms with TIPS Members
Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor
and a TIPS Member, that clause may not require that the arbitration is mandatory or binding. Vendor agrees that if
any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member,
that clause provides for only voluntary and non -binding arbitration unless the TIPS Member expressly agrees
otherwise. Any TIPS Sale Supplemental Agreement containing a "Arbitration" clause that conflicts with these terms
is rendered void and unenforceable.
If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide
Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested
negotiations as redline edits for TIPS consideration.
Does Vendor agree?
IYes I
2 CFR PART 200 AND FEDERAL CONTRACT PROVISIONS EXPLANATION
TIPS and TIPS Members will sometimes seek to make purchases with federal funds. In accordance with 2 C.F.R.
Part 200 of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
(sometimes referred to as "EDGAR"),Vendor's response to the following questions labeled "2 CFR Part 200 or
Federal Provision" will indicate Vendor's willingness and ability to comply with certain requirements which may be
applicable to TIPS purchases paid for with federal funds, if accepted by Vendor.
Your responses to the following questions labeled "2 CFR Part 200 or Federal Provision" will dictate whether TIPS
can list this awarded contract as viable to be considered for a federal fund purchase. Failure to certify all
requirements labeled "2 CFR Part 200 or Federal Provision" will mean that your contract is listed as not
viable for the receipt of federal funds. However, it will not prevent award.
If you do enter into a TIPS Sale when you are accepting federal funds, the contract between you and the TIPS
Member will likely require these same certifications.
Page 24 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
2 CFR Part 200 or Federal Provision - Vendor Willingness to Accept Federal Funds
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This certification is not required by federal law. However, TIPS Members are public entities and qualifying non-
profits which often receive federal funding and grants (ESSER, CARES Act, EDGAR, etc.) Accepting such funds
often requires additional required certifications and responsibilities for Vendor. The following attribute
questions include these required certifications. Your response to this questions, the following certifications, and
other factors will determine whether your contract award will be deemed as eligible for federal fund expenditures by
TIPS Members.
If awarded, is Vendor willing to accept payment for goods and services offered under this contract paid for by a
TIPS Member with federal funds?
Yes
2 CFR Part 200 or Federal Provision - Contracts
Contracts for more than the simplified acquisition threshold currently set at $250,000 (2 CFR § 200.320), 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.
Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region
8 and TIPS Members reserve 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
2 CFR Part 200 or Federal Provision - Termination
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 the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members reserve the right to terminate any agreement in excess of $10,000 resulting from this procurement
process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach
of terms and conditions. ESC Region 8 and TIPS Members reserve the right to terminate any agreement in excess
of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded
vendor. The Vendor would be compensated for work performed and goods procured as of the termination date if for
convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive
and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in
the best interest of the ESC Region 8 and TIPS.
Does vendor agree?
Yes
Page 25 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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2 CFR Part 200 or Federal Provision - Clean Air Act
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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 the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members,
ESC Region 8 and TIPS Members require that the proposer certify that during the term of an award by the ESC
Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the
above regulations, including all of the terms listed and referenced therein.
Does vendor agree?
Yes
2 CFR Part 200 or Federal Provision - Byrd Anti -Lobbying Amendment
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 the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members require the proposer certify that during the term and during the life of any contract with ESC Region
8 and TIPS Members resulting from this procurement process the vendor certifiesthat it is in compliance with all
applicable provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352).
Does Vendor agree?
Yes
Page 26 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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2 CFR Part 200 or Federal Provision - Byrd Anti -Lobbying Amendment - Continued
Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds
Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by
the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). This certification is a material representation of fact upon
which reliance was placed when this transaction was made or entered into. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such
failure.
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid by or 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 subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall
certify and disclose accordingly.
Does Vendor certify that it has NOT lobbied as described herein?
Yes
8 2 CFR Part 200 or Federal Provision - Byrd Anti -Lobbying Amendment - Continued
If you answered "No, Vendor does not certify - Lobbying to Report" to the above attribute question, you must
download, read, execute, and upload the attachment entitled "Disclosure of Lobbying Activities - Standard Form -
LLL", as instructed, to report the lobbying activities you performed or paid others to perform.
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2 CFR Part 200 or Federal Provision - Federal Rule
Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42
U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of
$100,000)
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of
amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act
(33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15).
Does vendor certify compliance?
Yes
Page 27 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
2 CFR Part 200 or Federal Provision - Procurement of Recovered Materials
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A non -Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must
comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered
materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the
item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2)
procuring solid waste management services in a manner that maximizes energy and resource recovery; and
establishing an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
Does vendor certify that it is in compliance with these provisions?
Yes
2 CFR Part 200 or Federal Provision - Rights to Inventions
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 the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that
during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable
requirements as referenced in the Federal rule above.
Does vendor certify?
Yes
Page 28 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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2 CFR Part 200 or Federal Provision - Domestic Preferences for Procurements and Compliance with
Buy America Provisions
As appropriate and to the extent consistent with law, TIPS Member Customers, to the greatest extent practicable
under a Federal award, may provide a preference for the purchase, acquisition, or use of goods, products, or
materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other
manufactured products). Vendor agrees that the requirements of this section will be included in all subawards
including all contracts and purchase orders for work or products under this award, to the greatest extent practicable
under a Federal award. For purposes of 2 CFR Part 200.322, "Produced in the United States" means, for iron and
steel products, that all manufacturing processes, from the initial melting stag through the application of coatings,
occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, "Manufactured products" means
items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and
polymer -based products such as polyvinyl chloride pipe, aggregates such as concrete, glass, including optical fiber,
and lumber.
Vendor certifies that it is in compliance with all applicable provisions of the Buy America Act. Purchases made in
accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open
competition. For purposes of 2 CFR Part 200.322,
"Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial
melting stage through the application of coatings, occurred in the United States.
"Manufactured products" means items and construction materials composed in whole or in part of non-ferrous
metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as
concrete; glass, including optical fiber; and lumber.
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies
that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of
goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel,
cement, and other manufactured products).
Does Vendor Certify?
Yes
Page 29 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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2 CFR Part 200 or Federal Provision - Ban on Foreign Telecommunications
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ESC 8 and TIPS Members are prohibited from obligating or expending Federal financial assistance, to include loan
or grant funds, to: (1) procure or obtain, (2) extend or renew a contract to procure or obtain, or (3) enter into a
contract (or extend or renew a contract) to procure or obtain, equipment, services, or systems that use "covered
telecommunications" equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system. "Covered telecommunications" equipment is telecommunications equipment
produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), and
physical security surveillance of critical infrastructure and other national security purposes, and video surveillance
and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the
purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and
other national security purposes detailed in 2 CFR § 200.216.
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies
that Vendor will not purchase equipment, services, or systems that use "covered telecommunications", as defined
by 2 CFR §200.216 equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system.
Does vendor certify?
Yes
2 CFR Part 200 or Federal Provision - Contract Cost & Price
For contracts more than the simplified acquisition threshold currently set at $250,000, a TIPS Member may, in very
rare circumstances, be required to negotiate profit as a separate element of the price pursuant to 2 C.F.R.
200.324(b). Under those circumstances, Vendor agrees to provide information and negotiate with the TIPS Member
regarding profit as a separate element of the price. However, Vendor certifies that the total price charged by the
Vendor shall not exceed the Vendor's TIPS pricing and pricing terms proposed.
Does Vendor certify?
Yes
2 CFR Part 200 or Federal Provision - 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 the above, when federal funds are expended by ESC Region 8 and TIPS Members on any federally
assisted construction contract, the equal
opportunity clause is incorporated by reference here.
Does Vendor Certify?
Yes
Page 30 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
2 CFR Part 200 or Federal Provision - Davis Bacon Act Compliance
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Texas Statute requires compliance with 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 state and federal requirements, Vendor certifies that it will be in compliance with all applicable Davis -Bacon
Act provisions if/when applicable.
Does Vendor certify?
IYes
2 CFR Part 200 or Federal Provision - Contract Work Hours and Safety Standards
Where applicable, all contracts awarded by ESC 8 and TIPS Members 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 workweek 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 the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that
during the term of an award for all contracts resulting from this procurement process, Vendor will be in compliance
with all applicable provisions of the Contract Work Hours and Safety Standards Act.
Does Vendor certify?
IYes I
Page 31 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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2 CFR Part 200 or Federal Provision - FEMA Fund Certification & Certification of Access to Records
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If and when Vendor accepts a TIPS purchase paid for in full or part with FEMA funds, Vendor certifies that:
(1) Vendor agrees to provide the TIPS Member, the FEMA Administrator, the Comptroller General of the United
States, or any of their authorized representatives access to and rights to reproduce any books, documents,
papers, and records of the Contractor which are directly pertinent to this contract, or any contract resulting from
this procurement, for the purposes of making audits, examinations, excerpts, and transcriptions. This right also
includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating
to such documents. Vendor agrees to provide the FEMA Administrator or an authorized representatives access to
construction or other work sites pertaining to the work being completed under the contract. Vendor acknowledges
and agrees that no language in this contract or the contract with the TIPS Member is intended to prohibit audits or
internal reviews by the FEMA Administrator or the Comptroller General of the United States.
(2) The Vendor shall not use the Department of Homeland Security's seal(s), logos, crests, or reproductions of flags
or likenesses of DHS agency officials without specific FEMA pre -approval.
(3) The Vendor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures,
and directives.
(4) The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the
non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.
(5) The Vendor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)
applies to the Vendor's actions pertaining to this contract.
Does Vendor certify?
Yes, Vendor certifies
2 CFR Part 200 or Federal Provision - Certification of Compliance with the Energy Policy and
Conservation Act
When appropriate and to the extent consistent with the law, Vendor certifies that it will comply with the Energy Policy
and Conservation Act (42 U.S.C. 6321 et seq; 49 C.F.R. Part 18) and any state mandatory standards and policies
relating to energy efficiency which are contained in applicable state energy conservation plans issued in compliance
with the Act.
Does Vendor certify?
Yes
Page 32 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
2 CFR Part 200 or Federal Provision - Certification of Compliance with Never Contract with the Enemy
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Where applicable, all contracts awarded by ESC 8 and TIPS Members in excess of $50,000.00, within the period of
performance, and which are performed outside of the United States, including U.S. territories, are subject to the
regulations implementing Never Contract with the Enemy in 2 CFR part 183. Per 2 CFR part 183, in the situation
specified, ESC 8 and TIPS Members shall terminate any contract or agreement resulting from this procurement
which violates the Never Contract with the Enemy regulation in 2 CFR part 183, including if Vendor is actively
opposing the United States or coalition forces involved in a contingency operation in which members of the the
Armed Forces are actively engaged in hostilities. Vendor certifies that it is neither an excluded entity under the
System for Award Management (SAM) nor Federal Awardee Performance and Integrity Information System (FAPIIS)
for any contract terminated due to Never Contract with the Enemy as a Termination for Material Failure to Comply.
Does Vendor certify?
Yes I
2 CFR Part 200 or Federal Provision - Certification of Compliance with EPA Regulations
For contracts resulting from this procurement, in excess of $100,000.00 and paid for with federal funds, Vendor
certifies that Vendor will comply with all applicable standards, orders, regulations, and/or requirements issued
pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as
amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part
15.
Does Vendor certify?
Yes
2 CFR Part 200 or Federal Provision - Record Retention Requirements
For contracts resulting from this procurement, paid for by ESC 8 or TIPS Members with federal funds, Vendor
certifies that Vendor will comply with the record retention requirements detailed in 2 CFR § 200.334. Vendor certifies
that Vendor will retain all records as required by 2 CFR § 200.334 for a period of three years after final expenditure or
financial reports, as applicable, and all other pending matters are closed.
Does Vendor certify?
Yes I
2 CFR Part 200 or Federal Provision - Subcontracting and Affirmative Steps for Small and Minority
Businesses, Women's Business Enterprises, and Labor Surplus Area Firms.
Do you ever anticipate the possibility of subcontracting any of your work under this award if you are successful?
If you respond "Yes", you must respond to the following attribute question accurately. If you respond "No", you may
skip the following attribute question.
INo
Page 33 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
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2 CFR Part 200 or Federal Provision - If "Yes" Response to Above Attribute - Continued -
Subcontracting and Affirmative Steps for Small and Minority Businesses, Women's Business
Enterprises, and Labor Surplus Area Firms.
Only respond to this question if you responded "Yes" to the attribute question directly above. Skip this
question if you responded "No" to the attribute question directly above.
Does Vendor certify that it will follow the following affirmative steps? Federal Regulation 2 CFR §200.321
Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (a)The
non -Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business
enterprises, and labor surplus area firms are used when possible.
(b) Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are
potential sources;
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum
participation by small and minority businesses, and women's business enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and
minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration
and the Minority Business Development Agency of the Department of Commerce ; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1)
through (5) of this section.
Does Vendor certify?
No response I
ACKNOWLEDGMENT & BINDING CORPORATE AUTHORITY
By submitting this proposal, the individual(s) submitting on behalf of the Vendor certify that they are authorized by
Vendor to complete and submit this proposal on behalf of Vendor and that this proposal was duly submitted on
behalf of Vendor by authority of its governing body, if any, and within the scope of its corporate powers.
Vendor further certifies that it has read, examined, and understands all portions of this solicitation including but not
limited to all attribute questions, attachments, solicitation documents, bid notes, and the Vendor Agreement(s).
Vendor certifies that, if necessary, Vendor has consulted with counsel in understanding all portions of this
solicitation.
Page 34 of 34 pages Vendor: Indepth Utility Solutions LLC 230502
Electrical and
Plumbing Supplies
and FnninmPnt
Indepth Utility Solutions LLC
•
iindKptjrUTILUTIONS
TIPS REFERENCE FORM
c-vii 1%.,4uwLv,u iiiiviiiiaLivii 111u3L LA, LyF%Au auu uFivau%,u tit Lnwi iviiiiaL. iit v vvtit i%..a%,ii vuL via Lu%, %.Aiiatio, 1jivviuv,u ov jjiv,ao,v, %,11JU1%, Mai
they are typed and accurate. Do not handwrite or upload in any format other than Excel. Emails provided must be current and active. Do not
include TIPS/Region 8 employees as a reference. The entities that you provide must be paying customers, not
You must provide below at least five (5) references from five different entity customers, preferably government or non-profit entities, who
have purchased goods or services from your vendor entity within the last three years.
Customer Entity Name
Example: ABC University
City of San McKinney
City of Lewisville
Customer Contact Name
Director John Doe
Douglas Dunn, Traffic Signal Supervisor
Joe Galicia, Traffic Superintendent
Valid Contact
Valid Contact Email Phone
idoenabcuniverisitv.edu 800-111- 2222
ddunn@mckinnevtexas.org 972-547-7428
igalicia@citvoflewisville.com 972-219-5078
Michael.Tvwater@Beau montTexas.go
City of Beaumont Mike Tywater, Sewer Maintenance Coordinator v 409-785-3039
City of San Marcos Lloyd Juarez, Water/ Wastewater Collection Manager Livarez@sanmarcostx.Rov 512-393-8029
TIPS CONTRACT 230502
REQUIRED CONFIDENTIALITY CLAIM FORM
(VENDOR MUST COMPLETE THE FOLLOWING VENDOR INFORMATION)
Vendor Entity Name: Indepth Utility Solutions LLC
Vendor Authorized Signatory Name: Katherine Kemp
Vendor Authorized Signatory Title: Operations Manager
Vendor Authorized Signatory Email: kassy@indepthUS.com
Vendor Address: 4100 Greenbriar Dr., Suite 240
City: Stafford
State: TX Zip Code: 77477
Vendor agrees that it is voluntarily providing its data (including but not limited to: Vendor information, Vendor documentation, Vendor's
proposal, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images,
Vendor's contact information, Vendor's brochures and commercial information, Vendor's financial information, Vendor's
certifications, and any other Vendor information or documentation submitted to TIPS by Vendor and its agents) (Hereinafter, "Vendor
Data") to TIPS. Vendor understands and agrees that TIPS is a government entity subject to public information laws including but not
limited to Texas Government Code (TGC) Chapter 552. Vendor agrees that regardless of confidentiality designations herein, Vendor's
submission of a proposal constitutes Vendor's consent to the disclosure and release of Vendor's Data and comprehensive proposal,
including any information deemed confidential or proprietary herein, to and by TIPS Members.
Notwithstanding the foregoing permissible release to TIPS Members, if Vendor considers any portion of Vendor's proposal to be
otherwise confidential and not subject to public disclosure pursuant to public information laws, including but not limited to TGC Chapter
552, Vendor must properly execute Option I only below, attach to this PDF all documents and information that Vendor deems
confidential, and upload the consolidated documentation. Regardless of the Option selected below, this form must be completed and
uploaded to the "Response Attachments" section of the eBid System entitled "Required Confidentiality Claim Form." Execution and
submission of this form is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a
request, a Public Information Request, or subpoena. If TIPS receives a request, any responsive documentation not deemed confidential
by you through proper execution of Option 1 of this form will be automatically released. For information deemed confidential by you
through proper execution of Option 1 of this form, TIPS will follow procedures of controlling statute(s) regarding withholding that
documentation and shall not be liable for any release of information required by law, including Attorney General opinion or court order.
(VENDOR MUST COMPLETE ONE OF THE TWO OPTIONS AND UPLOAD IN THE EBID SYSTEM)
OPTION 1— DESIGNATING CONFIDENTIAL
MATERIALS — YES, VENDOR HAS ATTACHED
CONFIDENTIAL MATERIALS
(Confirm each bullet point and sign below)
■ Vendor claims some Vendor Data confidential to the extent
permitted by TGC Chapter 552 and other applicable law.
■ Vendor attached to this PDF all potentially confidential
Vendor Data and listed the number of attached pages below.
■ Vendor's authorized signatory has signed below and shall
upload this document in the proper location in the eBid
System.
■ Vendor agrees that TIPS shall not be liable for any release of
confidential information required by law.
Number of pages attached deemed confidential: 11
Digitally signed by Katherine
Katherine Kemp Kemp
Authorized Signature: Date: 2023.06.02 15:23:14 -05'00'
OPTION 2 — WAIVER OF CONFIDENTIALITY — NO,
VENDOR HAS NOT ATTACHED CONFIDENTIAL
MATERIALS
(Confirm each bullet point and sign below)
By signing for Option 2 below, Vendor expressly waives any
confidentiality claim for all Vendor Data submitted in relation
to this proposal and resulting contract. Vendor confirms that
TIPS may freely release Vendor Data submitted in relation to
this proposal or resulting contract to any requestor. Vendor
agrees that TIPS shall not be responsible or liable for any use
or distribution of Vendor Data by TIPS or TIPS Members.
■ Vendor's authorized signatory has signed below and shall
upload this document in the proper location in the eBid
System.
-Vendor agrees that TIPS shall not be liable for any release of
confidential information required by law.
Authorized Signature:
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
Indepth Utility Solutions LLC
J
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
n/a
Name of Officer
J Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
71 Yes F1 No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
J
❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
J
111*kz;t1e, �06/03/2024
Signature of vendor doing busi ss with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-a): "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.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
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 the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; 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, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021