HomeMy WebLinkAboutContract 62634CSC No. 62634
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement') is entered into by and Dallas Automatic Gate,
Inc ("Vendor") and the City of Fort Worth ("City"), a Texas home -rule municipality individually referred
to as "party" and collectively as the "parties".
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 Contract The Interlocal Purchasing System (TIPS) 230202; 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 payment terms in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed
One Hundred Thousand Dollars ($100,000.00) annually. 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 ("Effective Date") and expires on April 30, 2026, with no renewal options.
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 or (2) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at the
same address
To VENDOR:
Jarad Bailey
Dallas Automatic Gate, Inc
2533 Franklin Dr, Suite 5A
Mesquite, TX 75150
Email: jbailey@dallasautomaticgate.com
City is a government entity under the laws of the State of Texas and all documents held or
maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the
Agreement requires that City maintain records in violation of the Act, City hereby objects to such
provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.
In the event there is a request for information marked Confidential or Proprietary, City shall promptly
notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by City, but by the Office of
the Attorney General of the State of Texas or by a court of competent jurisdiction.
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
law 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.
Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement
requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted
and shall have no force or effect.
To the extent the Agreement, in any way, limits the liability of Vendor or requires City to
indemnify or hold Vendor or any third party harmless from damages of any kind or character, City
objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is
prohibited from entering into a contract with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term
of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter
2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature
provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the Agreement.
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be
paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and
(2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
(signature page follows)
(remainder of this page intentionally left blank)
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective party.
CITY OF FORT WORTH:
Dana BuraMdof�
Dana Burghdoff(Janl, 02516.50 CST)
By:
Name: Dana Burghdoff
Title: Assistant City Manager
Date: 01 /14/2025
APPROVAL RECOMMENDED:
CLcriav,A� KAed^ r
By: Christopher Harber (Jan 13, 202513:45 CST)
Name: Christopher Harder
Title: Director of Water Department
>o flOBTn/9°°
oo
d�8 dP
V dcon�Ez9 s�4
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Dallas Automatic QaW, Inc
By:
e: Q'u-r3 icc.'
itle. 'Pr�.SiGQ n i'
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: PuJ�
Name: Patty Wilson
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
.AucGauc P�2Z�
By:
Name: Andrea Phillips
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
1295 Form: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
3 Minimum Percentage Discount Offered to TIPS Members on all Goods and Services (READ
6 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 that you offer?
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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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 services listed in Vendor's original proposal, typically in Pricing Form 2, for which
vendor proposed a specific lesser discount, 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 that you offer?
10%1
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
Page 10 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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.
Yes
3 "Catalog Pricing" and Pricing Requirements
9
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 11 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 12 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
3
6
3
7
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 that you offer?
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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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 services listed in Vendor's original proposal, typically in Pricing Form 2, for which
vendor proposed a specific lesser discount, 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 that you offer?
10%1
Honoring Vendor's Minimum Percentage Discount
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
Page 10 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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.
Yes
3 "Catalog Pricing" and Pricing Requirements
9
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 11 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 12 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 13 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
Exhibit B
TIPS VENDOR AGREEMENT
TH'S RFP 230202 Security Systems Products and Services
the. following Vendor Agreement f"Agrecntent'f creates a legal agreement between 1'he InterlocaI Purchasing `ryzteIII lC`I'IPS"
). s
�1)J:"rntic $11 purchasing cosoperatIvc and Deparhncat of Tex as Region S Education Scr'icc Center and (INSERT 1 NTiT'Y NA%IEI
(ENTER. ENTiTY NAME]
its owners, agents, subsidiaries, and affiliates (together, "Vcndoi'I !individually, "Party and CUlll'CltVol4' the "I'urties"j and this
agreCnoent shall exclusively govern the contractual relationship ("AgrecirtctIC) between the Parties.
TIPS. a governmental entity and a national Purchasing cuuperative sccks to provide a Vahlablc anti neccss:rty :olutiun lc+ Ioubiic entities
grid qualrl'yirs� non -profits by performing Tile public procurement solicitation process and awarding, complimtt contracts w qualified
vclldw+ L. 'nccri, wltrre the law ot'a customer". jurisdiction !allows, instead of public entities and qualifying non -profits Qxpending mum,
imtnc'y_ and resoitrccs on the cxtclisivc public procurement process, the use of'T1 PS al)ows public cntitics to quickly sclrct and purchase
thew prefcrrcd Products orscrviccs from !qualified, competitively evaluated vendors through cooperative purchasing.
t. Purpose. The purpose of ihis Agrcement is to identify the terms and conditions of the relationship between TII'S and Vendor. Public
cntitics and quali 'lying non -profits that presperly join or utilize TIPS (,"TIPS Members") may elect to "piggyback" lift- of TiPS'
proaurements and agreements where the laws of their}urisdiction allow. TIPS Members are not contractual parties to this Agreement
althtnlglt terms and conditions of this Agreement may ensure benefits to TIPS Members.
2. Aothurity. Tnsc Parties agree that the signatories below arc individual authorszcd lco enter into this Agrecmtwnt nn hChalf ufihcir entity
aitJ th, 11 ; hey dire acting under duc and proper authoriIv under apphcab le law.
3, Definitions.
,s. i IP:S Pricing: The specific pricing. discounts, and other pricing terms and ineentives vduch Vendor submitted and
I IPS approwed for each respectiti TIPS Contract awarded to Vendor and all perttiissibic, su6st quent pricing upcL•itc-
vuhrntticd by %,endor and accepted by TI PS, 'tt' any.
h. Authorised Reseller: A reseller or dealer auth owed and added by a Vendor through their online TIPS Vet+dor Poreal
To make TIPS sales according to the terms and conditions herein.
ihntire Agreement. This Agreement resulted front TIPS posting a "TIPS Solicitation' (RFP, RCSP, RFQ, or other) and Vendor
submitting a propaaaf in response to that posted 'rips solicitation for evaluation and award. Tile Parties agree that this Ag,rerillent
t:olisig% ofthe provisions set forth herein and: ( l) The TIPS solicitation document resulting in this Agreement: (2) Any addenda or
clarifications issued in relntioti to the TIPS solicitation: (3) All solicitation iniurmatiun provided to Vendor by TIPS through the TIPS
01id System: (_) Vendor's entire proposal response to the TIPS solicitation including all accepted required attachments, acknowledged
notsccs and certifications. accepted negotiated terms, pricing, accepted responses W questions, and accepted wniten clarifications of
Vc1idot's propusal, and; any properly inLludcd attachments to this Agreement. All documentation and infonnation listed is hereby
incot•poratcd by reference as if yet forth herein verbatim. Ise the event of con11ict between the tennis herein and one of the inculporawd
documents the terms and conditions herein shall control.
5. Vendor's Specific Warranties, Terms, and License Agreements. Because TiPS serves public entities and non-prutits thruitybotil
tite nalitoa all of which are subject to sp"I fic laws and policics of their iurisdiction. as a master tot• standard prtciice, TIPS does not
typically accept a Vendor's specific "Ssl:_ Forms- (warranties, liccstse agreements, master agreements, tarots and conditions, etc.) on
I owil of -all TIPS Men.hcrs_ TiPS n,ay permit Vendor to attach those to this Agreement to display to interested customers what tern!~
may apply to their Supplemental Agreement with Vendor of submitted by Vendor for that purpose). However, unless This tern, o the
Agreement is negrgiated and modified to stoic otherwise, those specific Sale Terms are not accepird by TIPS on helialf lit all TiPS
Members anti each Member may chuus4 whether to aceepi. negotiate, or reiccI Ihose specific Sal[: TernL;, which must be refTcctcd in a
scparate agreenium between Veiidm and the Member in order to be etliclivc.
I'l l,S % vidlot' Ag'rec'tnent
b. Vendor Identity and Contact: Information. It is Vendor's sole responsibility to ensure that all identifying vendor information (name,
I•iN, d,b a',, etc.) and contact. information is updated and current at all times within the TIPS eBid System and the HPS Vendor Purtal.
It iti Vendor's sole responsibility to conlintt that all e-correspondence issued from tips-usa.com, ionwavc.rtct, and tipsconstructiun.eom
III Vendor's C0111Wts are received and are not blocked by iirewall or other technology security. Failure tar permit receipt nr
t-orm:,pondence trom these domains and failure to keep vendor identity and contact information current at all times during. the lilc of
ilic contract may cause loss of TIPS Sales. accumulating TiPS fees, missed rebid opportunities. lapse Of TIPS C'omract(sl, and
unnecessary collection or legal actions against Vendor. 11 is no defense to any of the (ongoing 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
Vcndnr holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member iti seeking a TIPS purchase. once verified,
� cold, It mast include the TIPS Contract Number on all purchase communications and sales dltcuntcnls exchanged h the TiPS
Member.
8. TIPS Sales and Supplemental Agreements. The terms of the spccitic TIPS order, including but not iimitcd tu: shipping, fry ight.
insurance. delivery, fees, bonding, Cost. delivery expectations and location, returns, refunds, terms. conditions, cancellations. order
rabsistunci, etc.. shall be Controlled by the purchase agreement (Purchase Order, Contract. Inve+lee, ctc.) (hereinafter "Supplcine:ntal
Agreement") entered into between the TIPS Member Customer and Vendor only. T HIS is not a party to any Supplemental Agreement.
0 Supplemental Agreements shall b1cludc Vendor's Name, as known ioTIPS, and TIPS Contract Name and Number. Vendor acccpts
and undm.tmMs that 'DIPS is out a legal party to TIPS Sales and Vendur is solely responsible for identifyistg Baud. mistakes.
unacceptable terms, or misrepresentations for the spCCIFIC carder prior to accepting. Vendor agrees that any order issued front a c.ust❑trier
to Vendor. even when processed through TIPS. constitutes a Legal contract between the customer at;d Vendor only. When Vcndnr
accepts or lulfills an order, even when processed thro-ugh TIPS, Vendor is representing that Vendor has carefully reviewed the order
ror legality. authenticity, and accuracy and TIPS shall not he liable or responsible for the same. In the event of a conflict het►veen the
terms of this TiPS Vendor Agreement and those contained in any Supplemental Agreement, the provision~ set forth lierein shall cuntrtrl
unlw5:4 oillerwisc agreed to and authorized by the Parties in writing within the Supplemental Agreenscnl.
9. Right of Refusal. Vendor has the right not to sell to a TIPS NIcrnbcr under the awarded agreement at Vendor's discretion unless
otherwise required by law,
Ill. Reporting TIPS Sales. VCn&F niust report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member's
purcha.w order from TiPS directly. Vendor may consider that specific TIPS Stale reported. Otherwise. %vith the exception of TIPS
Tutuntaled Vendors, who lrave signed an exclusive agreement with TIPS regarding reporting, all TIPS Salts must be rcported to TIPS
by either: (1) I:ntailirig the purchase order or similar purchase document (with Vendor's Name. as known to TiPS, and the TIPS
Contract Name and :slumber included) to 1'1 PS at tax+ _0,--v ±. tt.pti-usa.ctznt with -'Confirmation Only" in the subject Sine of the email within
three husIneys clays of Vertdur's acceptance of the order, or; ( 2 } Within 3 business day~ cif the order being accepted by Vendor, Vendor
mast 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 currenl Vendor Ponal statement. No other method of reporting is acceptable unless agreed to by
+lac Panics to writing. Failure: to report all sates pursuant In this provision May result in Immediate cancellation or Vcndou's TIPS
c.'+iIttractisl tiyr cctuwc at TIPS' sole discretion. Please refer tothe TIP5Ace t+untiu FNo's for more infonnatiun about reporting salts
and ii'you have turiher questions, contact the Accounting Team at seer+ itttine'rt•ri iti-usa.curn.
It. TIPS Administration Ft=cs. Tltc collection of adminisrrntivc fees by TIPS, a gm erntnew entity, tin purfurntuucc of I11c,c Pwr.urcmtlil
,4C0 ic0; K tOeluircd pursuant to Texas government Code Section 791.011 et, seq. The administration fee ("TIPS Atitninistration Fec")
is the amount irgally sweet by Vendor to TIPS for TIPS Sales made by Vrridor. The TIPS Administration Foe a.tnouni Is lypically a
%et pcttientage of the amount paid by the TIPS Member for each TIPS Sale. less shipping cost, bond cost, and t4XCS If applicable and
identifiable. which Is legally due to TIPS. but the exact TIPS Administration Fee for this Contract Is published in the cctrresltonding
%oltcitation and is incorporated herein by reference. TIPS Administration Fecs arc due to'yIPS iriuncdiatcly upon Vendor's receipt of
payment, including partial payment, for a TI PS Sale, The TIPS Administration Fee is assessed sin the amount paid by the THIS Member,
not on the Voidor's cost or on the amount for which the Vendor sold the item to a dealer or Authorised Rescuer. Upon receipl of
pavment far a 'TIPS Sale, including, partial payment (which Tenders TIPS Administration Fees immediately due), Vendor shall issue. to
TIPS the correspondingTIPS Administration Fee payment as soon as passible but not later than thirty-one calendar days following
Vvador'S receipt of payment, Vendor shall pay TIPS via check, unless otherwise agreed to h\r the Parties in vvriling. Vendor shall
:ri.ludo clear documentation with the issued payment dictating to which sale(,;) the amount should be applied. Vendor may create a
p:ayincat mpori within their TIPS Vendor Portal which is the prefermd documentation dictating to which TIPS Salets) the amount
should be applied, Failure to Pay all TIPS Administration Fees puisuant to this provision may result in immediate cancellation of
Vendor's TIPS Contraettsl for cause. at TIPS' sate discretion as well as the initiation of collection and Icgul actions by TIPS against
4'e,tldm us the cxten+ permiued by law. Any ovecpayment of participation fees to TIPS by Vendor will be rel'unded to the Vendor
I It'S Vcjidoi Ltivernent P.it't
w Itilin ninety (90) clays of receipt of no IItication if TII'S receives written notification of the overp;iv¢ncnl not Laer than the rxpir:lhon
{ii air itif thistles IrUm the date ol' overpaytrteltt and 'PIPS determines that the amount \%as not legally due to TIPS pursuant 10 thi;
a�-reclncnt and applicable law. Any notification ol'overpayntent received by TIPS after the expiration of six (6) mmntlis from the date
slim TiPS received the payment will render the overpayment non-refundable. Region R ESC and TiPS reserve the right tar exlerld 1110
six (o) month deadline if approved by the Region S ESC Board of Directors. TiPS reserves all right~ under the km to collect TIP`;
vclntnnstration [CCS due to TIPS pursuant to this Agreement.
12. Term of the Agreerent. This Agreement with TIPS is for approximately iliree years with a cme-ycjr, ccontiec olive Option fill' retiewal
:is d(:scliltnd herein. Renewal options are not atttornatic and shall only he eti-ective if offered by TIPS at its sole discretion. If TIPS
ill rt;r+ .t rcttewal untion, the Vendor will be nutil let] via entail issued to Vendor's Ihen-listed Primary Contact. The renewal option shall
he deemed accepted by Vendar unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by
I i PS.
Actual Elreclive Date: Agreement is effective upon signature by authorized representatives of both Parties_ The Eftectiv'c Datc does
not arlott the "Tern" Calculation Start Date."
Terns Calculation Start Date: To keep the contract terns consistent for all vendors awarded under a single TIPS contract. Vendor
tihigll calculate the foregoing tern as Starting on the last day of the month that ",Award Notifications" are anticipated as published in the
Solicitation. regardless oftlle actual Effective Date.
E:xantple of Term Calculation Start Date: if the anticipated "Award Date" published in the Solicitation is May'_'_, 2023. but extended
negotiations delay award until .tune 27. 20'3 (Actual Effcctive Date), the Term Calculation Snort Date shal I he May 31. 2023 Its tills
ca.uttplc•.
t_ ontract Expiration Date: To keep the contract tetmi consistent For all vendors awarded under a single TIPS contract, the tcrrri
ixpiration date shall he three -}rears from the Term Calculation Start Date. l
Lxarnple of Contract Expiration date: II'the anticipated "Award Date" published in the Solicitation is May 22. 2D2;, flat cx(ended
neg(Itrations delay award until .tune 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31. 2023 and the
Contract Expiration Datc of the resulting initial "three-year" Conti. (which is subject to an extcnsmnts)) will he May 31, 2026 in this
V.cainple
t]ption(s) fur Renewal: Any uption(x) for renewal shall bogin on the Contract Expiration pate, or the date of the crPir2111011 of tltc
Ill Iar iclwwal tent} where applicable, and continue for the duration specified for Else renewal option herein.
V%auipie of Optinn(s) for renewal: ht this example, if TIPS utters a one-year renewal and the Contract Expiration Date is May z 1,
2026, (hcn the one-year renewal is effcc:tive From May 31, 2026 to May 31, 1-027,
1 IPS may oiler to extend Vendor Agreements to the Fullest extent the TIPS Solicitation resulting in this Agreement permits
i. TIPS Pricing. Vendor agrees and understand~ that for each TIPS Contract that it holds. Vendor submitted, agreed to, and received
1'FP5' approval for specific pricing, discounts, and other pricing; teams and incentives which make up Vendor'~ TFPS Pricing, liar that
TI i'S Contract (" TIPS Pricing"). Vendor confirms that Vendor will not add the TIPS Administration Fee as a chard c or l ine-item in a
TiPS Sale Vendor locreby ccriifioN that Vendor shall only offer gomis and services through this TiPS Contract ifihosc goods and
services are i11Cludcd in or added to Vendor's TiPS Pricing and appruved b) TIPS. TIPS reserves the right to review Vendor's pricing
update regUe9 S WS SpL'irlreally a5 line -Item by Ilnc-item to determine compliance, I'towever, Vendor contractually agree., that all
+ubmittcd pricing, updates shall be within the original terns of the Vendor's TIPS Pricing (scope, proposed discounts, price increase
hinitauvris. and other pricing terms and incentives originally proposed by Vcndor) such that TIPS may accept Vendors price increase
requests as submitted withoul additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TINS- Membei or olt a TIPS
Quote shall never excood Vendtr', TIPS Pricing .for any good or service offered through TIPS. Vendor certifies by signing this
agreement that Vendor's TIPS Pricing For all goods and services included in Vendor's TIPS Pricing shall either be equal to or Its,. than
Vendor's current pricing fbr that gaud or service for any other customer. T1PS Pricing price increases and modification`, ifperrnittcd,
will he honored .according to the temps of the solicitation and Vendor's proposal. incorporated herein by reference.
td. Indemnification of TIPS. VFNDOR AGREES TO INDEMNIFY. t101M HARMLESS, AND nrrv11D TIPS, TIPS MEhiBF.RS, TIPS'
urFirl'Rs, TIPS EMPLOYEES, TIPS DIRECTORS. A14D TIPS TRUSTEES (THE "TIPS If DENINITEES") FROM AND A(.AINSI ai 1.
C1.AOIN ►!V) surlis ny TFIIRIII-PARTIES FOU DAMAGES. INJURIES TO PERSONS (INCLUIUNG DEATH). PkOPFRTY AANIAGF'S, I.ititii S,
EXPENSES. FEES. INCLUDING COURT COSTS. ATTORNEY'S FEES. AND EXPERT FEES, ARISING OUT of f)R RELATING, To N LNIH)R'S•
PERFORMANCE UNDFR 'I'HI5 AC;t EEMEKT (INCLUDING THE PERFORNI,kN".' OF VENDOR'S OFFICERS. EMPLOYEES, ,%GL iTS,
Ai1't'MUR17_F.rl RFti1V,LI,F•R8. 5t!t3t ON'rRAGCORti, 1.1L'I:NtiEES.OR 11►1'I'i Eel. REG.IRLZLk:S4 OF"I HP: SfA"PURE Cif TIi[ C.AUtiF: [iF 'WTION,
111ti VcaOor AL•ieCi oil Paige3r
1VCLUDING WITHOUT LlhliTATION CAUSES OF ACTION BASED UPON COMMON, CONSTIT't'TIONAL. OR STATUTORV LAW OR BAM.-D IN
W41011. OR IN PAR] UPON ALLECATIONS OF NEGIJGENT OR INTENTIONAL ACTS OR OMISSIONS (IN; TFIf: PART" oil" 1 F 'DCII1. ITS.
t1FT1C'ERS. EMPLO'%EES.AGENTs, ATrTIIirRizvo RESELI.ERS, SUBCONTRACTORS. i.iCENSEES, OR ENVITF-Ls. N0 I,IrAII I A PION OF
LIABILITV FOR DAMAGES, FOR PERSONAL INJURV OR PROPERTY DAMAGE ARE PERN-11TTED OR AGREED TO
BY TIPS. APART FROM THIS I'`IA'.NINIFICA TION PROVISION REOUIRiNG INDENINUU-ITION OF T11F TIPS lNtww"Incs,
'1'I IimNFY'S i'EF.S ns SET FORTH ABOVE. RECOVERY OF ATTORNFVS' FEES BV THE PHI -A AILING PARTY IS AUTIIOHtZED l NIA EF
kU 111ORiZED BY TEK. EDUC. CODE & 44.032(r).,
15. Indemnificatiun and :Wusnption of Risk — Vendor Data. VENDOR AGREES THAT' I`f IS 1'OLLNTARRA PROVIDINt. DNt.I
iINCLI1DiNt. BUT NOT IAMITl;I) TO: VF:N IlUR INFORMATION, VENDOR Do1Ct"MrNTATIOII. VFNDOR'S PROPOSALS, VENDOR PRICIN(;
SUBMITTED Olt PROVIDED TO TIPS, TIPS CONTRACT DOCUNIFNTS, TIPS (-ORRFSPo7DEtiiE, VE.NnO R LOGOS AND IA1,N[;Fsc
'VI'NPOR'S CONTACT iNFORMATIUN, VF.NDOR'S BROCTIURLS AND COMMERCIAL INFORMATuiN, VENDOR% FiNAN IAI.
I'NtiOKMATICIN. VENDOR'S CERTIFICATIONS.AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATiON. INCLI. DINC. 14TI11t11.1'.
I, I M 1 1.01ON 5CIF TWARE AND SOURCT CODE UTILIZED BY VENDOR..r+UBMITTED TO TIPS BY VENDOR AND ITS AGENTS) t"VL NDOR
D tI N") To TIPS. FORTHE SAKE OF CLARIT'V, AND WITHOUT LIMITING THE BREADTH OF THE INDk MNIT'T' 0Hl r[-ATIONS IN.
S14 rluN 13ABOVE, VENDORAGREESTOPROTECT, TNiI)FMNiFY. AND 11OLDTRE TIPS INDENINITEENIIAR1'ILESS Rsi%l %NDAGAINST.
ANY AND ►LL LOSSES,CLAININ, ACTIONS, DKMANDS,ALLF.GATI(nS, Soil 1-S-311)(AIENTS. COSTS. EXPENSES, FET:S, TM- 1.I DI NC, (YIt RI
Cnwrs, AI-TORNEY'S F> FS. AND FXPERT FF.FS AND AIA. OTHER I I.IBll.t l-) OF ANY NATURE ►N'HAlr%OEVF;R MIT (IF OR
RC.I.A iIN(. l o: Ell ANV UNAUTHORIZED. *%EGI.IGFNT OR N'RONGFt L USE ol,. OR C-} HER DA't ► BREACH INCIi3EN I XM) N IRUSF.S OR
OI BLR C ORRt M ING .AGENTS INVOLVING. VENDOR'S DATA. PRICING. AND INFORr*IA'IION. ('OMPt1T'ERS, Old O'1'111.k HARD«ARE slit,
SOIJN'ARF NI'SILMS, AND: (Itl AI.L.EGATIONS OR CLAIMS THAT AN%' VF.NDCiR DATA iNFRI%GES ON THE. INTELLLCTUAL PROPERTY
niC:H fN ilF .A T-11iRi)-P.IRT'Y OR VENDOR.
16. Procedures Related to Indemnification. In the event that an indemnity obligation arises. Vendor shall pity all amounts set Furth in
SSeC oil 13 and 14 above (including any settlemcntsl and - if it has accepted its indemnity Obligation without qualification - cunliul
iliv legal dcftnye It, Such claim or cause of action, including without limitation attorney sclectiCin, strategy-, discovery, trial, appeal. and
wtIIcnient, and'f1PS sh.t11, at Vendor's cost and expense (with respect to reasonable nut ol'pocket costs and rxpertxes:rlcun'etl by TIPS
c4llich shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assiSLance requested by Vendor, In controlling
auy deteuse. Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be Prompily
ati3erlcd.
17. Indemnity for Underlying Sales and Supplemental Agreements. N'cndor shall he solely responsible (orany custumci cldiLiir OF ituy
dispute% atising- out of TIPS Sales or any Stipp I criten tal Agreement as if sold in the open -market, flee Poll ics agn-cc that 11PS shall not
bt liable for any claints arising out of' Vendor's TIPS Sales or Supplemental Agreements. including but not limited Lo: allegatiuns of
pruduci dCft.Ct ar insuliicicncy, allegations of servicc defect ur insufficiency, allegations regarding delivery defect or insufficiency,
+illef;tilions of fraud or misrepresentation, allegations regarding pricing or amounts ❑Aed lbr TIPS sales. and -or allegations regarditm
payinent, oycr-•payment, under -payment, or non-payment for TIPS Sales. Pay mentlDrafting. overpayrnentlovcr-druffing, tinLlcr-
paymcntiuttdcr-drafting, or non-payment l'or TIPS Sales between customer and Vendor and inspections. rejections, or acceptance ell
Sucls purchases shall be the exclusive respective obligations of Vendur!Customer, and disputes shall be handled in accoidancc with the
terms ol'thc underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor ack.nuwledges that TIPS is
met a dealer, tiuhcuntractor. agent, Or re%eller of Vendor's goads and services and shall not be responsible for any claims arising Out a! -
alleged insuflicten cIes or defects 1n Vendor's goods and service~. should any arise.
10. ( unfid4totiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released
los TiPS. TIPS Members, and TIPS ihird-party adminim-alors io effectuate Vendor's TI PS Contract except as prov ided liir herein. 'Tile
Parties agree that Vendor Data is accessihlc by all TIPS Members as ifsubmitled directly to that TiPS Mcmher Customer for purch:lsc
consideration. If'Vendor otherwise considers any purtiou of Vendor's Dula to be confidential and nut subject to public disclosuie
pur.iianl h) C'hAplcr 552 Texas Gov't Code (the "Public Information Acf') or other law(s) and orders. Vendor must have identified the
daimcd cOnfiLICIllial materials thTOLIgh propor cxcuulion of the Confidentiality Claim Form which is required to be suhmiticd as pars
ell' Vendor's proposal resulting in this Agreement and incorporated by reference. The Confidentiality identiality Claim Form included in Vendoi'�-
11MIXISol MILI hicurporaled heteiv by reference is the stile indicator uF whether Vendor consiti s any tiertdor Data ci?lifrdellILA ill rlie'
vvcitt I if S receives a Public Information Rcquesl. If TIPS receives a requesi. any responsive documentation not deemed confidential
by you in this manner will be automatically released. For Vendor Data decried confidential by you in this manner, 'rips will follow
pruccduws of controlling sraluteis) regarding any claim u1'c:onlidcntiality and shall not be liable for unr rcleoisc orinfornlation required
h} law, including Attorney (icieral determination and opinion_ In the event that TIPS receives a written request for information
pursuant to Ilic Public Information Act that aflcets Vendor's interesL in any information ordala famished Lo T iPS by Vendor, and TIPS
recclueslN an oprniun from the Attorney General, Vendor may. at its own option andexpensc, prepare commicnts and stibntil information
directly to the Attorney General stating, why the requested information is exempt from discin%ure pursuant to the rcoµtirosrlealts of LIIe
TIPS Vendm Agrcettlent Page 41
Public information Act. Vendor is solely responsible for submitting the memorandum brief and rnformaiion to the Attorney General
within the time period prescribed by the Public Information Act. Notwithstanding any other inlorrtation provided in this solicitation
Ot �0114)r d0ignatiOn Of certain Vendor Data as confidential or proprietary. Vendors acceptance of this TIPS Vendor Agreement
constrtutCS Vendcn•'s crmticrtl to the disclosure oi'Vendor's Data, including any information deemed confidential err proprietary. to TIPS
Memhers of as ordered by a Court or government agency, including without limitation the Texas Attortte}' General. Vendor agrees
that TiPS shall t+oi be responsible or liable for any use or distribution of'information or documentation by TIPS Oembcrs ur as i equired
by law.
1 V. Vendur'3 Authorized i+tesellers. TIPS recognizes that many vendors operate in the open market through the use of rescilers or dealers.
1 01 111.11 +e,rurtr, TIPS pennils Vendor to aulhorive Authorized Resellers within its Vendor Portal and make TIPS Sales through the
.iuthut ized Reseller(s). Once authorized by Vendor in the: Vendor Portal, the Authorized Rescllcils) may make 'TIPS sakes to TIPS
klemhers. I lowever, all purchase documents must include; (1) Authorized Reseiler's Name: (Z ) Vendor's Name. as known to TI [IS,
atid, (3) Vendor's I WS Contract Mime and Number under which it is making, the TIPS Sale, Either Vendor or Resclier may report the
~ale pursuainto 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 Resellem. The TIPS Administration fee is assessed on the amount paid by fhc TIPS
Member, not on the Vendor's cast or on the amount for which the Vendor sold the item to a dealer or Aullruriaed Reseller. The Parties
iweml that Vendor shall he responsible and liable for TiPS Sales made by Vendor's Authori7cd Re-,cllers. Vendor agrees than it is
voluntarily authorizing this Authorized Reseller and in doing so, Vender agrccs thin it is doing so at its town risk and agrees to protect.
indemnit}. ants hold TIPS harmless in accordance with Sections 14-17 above rcIatcd to Authorized Reseller TIPS Sales made pursuant
to this Agrucnicnl a+r purporlrng to be made pursuant to this Agreement that may be asserted against Vcndor wlicthcr rightiully brouglrt
or othenuisc, The Parties further agree that it is no defense to Vendor's breach of this Agreement that an Authorized Reseller caused
Vv odor cif breach th is Agrecmcn t.
211. ( ircunrvention or I'ips Sales. when a public entity initiates a purchase with Vendor, ifthe Member inquires verbally or in writing
whether Veudol holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase, Any
wgijeet for quote, CUStorner COmnMUnlcation, or customer purchase initiated through or referencing a 11PS Contract shall be completed
thwkigb 1'II'S liursuxnt to this Agrecinenl. Any rUOUragement or participation by Vendor in circutnyvnting a TIPS sale tieing
r:ornpleted may result in immediate termination of Vendor's TIPS Contract(s) for cause as well as Preclusion frorn ftrture TIPS
oltlxwrttmifies al TIPS soie discreliun.
11. Stage of I v%as Franchise 'fax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the Payment
of airy tranclwx taxes unwed to the State of Texas under Chapter 171 of the Texas Tax Cork.
22. f rrminatiun.
A) Termination for Convenience. TIPS may, by written nonce to Vendor, terminate this Agreentcnl For convenience,
in whole or in part, at any time by giving thirty (30) days' written notice to Vendor or such termination, and
specifying the effective date thereof
li] Terminaliun leer Cause. II'Vendor fails to materially perform pursuant to the terms of this Agrcenient. TIPS shall
provide written notice to Vendor specifying the default. it Vcndor does not cure such default within thirty (301
days, TIPS may terminate this Agreement. in whole or in part, fur cause. If IiPS terminates this Agreement for
cause, and it is later detertrtined that the icrittinution for cause was wnOngful, She termination shall atitomatirally
be converted to and treated as a termination For convenience.
C'} Vendor's Termination. IiITPS fails to materially perform pursuant to the teens or this Agreement, Vcndor strait
provide written notice to TIPS specifying the default ('Notice of Default"). If TIPS does nut cure such defaull
within thirty (30) days. Vendor may terminate this A&gcentent, in whole or in pan, for cause. If TIPS tennittates
this Agreement tar cause, and it is later detennined that the termination for cause was wrongful. the ter unation
shall automatically be converted to and treated as a termination for convenience.
1.7] Upon termination, all TIPS Sale orders previously accepted by Vcndor shall be Fulfilled and. Vendor shall be
paid For all TIPS Sales executed Pursuant to the applicable terns, All TIPS Sale orders presented to Vendor but
not ful filled by Vendor, prior to the actual termination of this agreement shall be honored at the oplion tit 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 .aft calendar days of receipt afsuch valid
TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject To TIPS' sole
�' ' r I
I t �'rn�ka ALrrenre•nt 1'rge
discrotion and that any Vendor may be removed front the TIPS program at any time with or w ilhout cause, fills;
tennination clause does not affect TIPS Sales Supplemental Agreements pursuant to this teml regarding
tenninatirm and the Survival Clause terns.
j Vendor hereby waives any anti all claims for damage& including, but not limited. to consequential dautagc, of
lost pratits, that might arise from TIPS' act of ternimating this ,Agreement.
1, survi►al Clause. it is the intent uf'tlic Parties that this Agreerneut and procurement method applies to any TiPS Sale made during the
lire of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales. including but 11ol
11011ILd IU i01-WS. ,101'VTCC agreelilellts, license agreements, open purchase orders, warranties, and: ctmttacls, well it 111Cy exl Clip in0i1111',
ill year~ pull lhe'l 1175 Contract L-xpiralion Date, shall survive the expiration or tei`,ninalion of this Agreement subject to the te:rnt, and
COaditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.
24. %Udil kkphts. Due to transparency statutes and public accountability requirements of'Tlf 5 and TIPS Members, Vendor shall at their
101e CXIMISe, maintain documentation of all TiPS Sales fir 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 orTIPS Sales with
Thirty»days notice unless the audit is ordered by a Court Carder or by a Government Agency with authority to do so without said nl }ticc.
Notwithstanding the foregoing, lit tits; event that TIPS is made aware of any pricing being offered to eligible entities that is malvrwH
Ineuntiistent with Vendor's TIPS Pricing, TIPS shall have the ability to conduct the audit internally or may engage a third- part) audiling
fired its investigate any irllssible non -compliant conduit or may lernwtate the Agreenlcnt according to the lirinls of this Agr"inent_ In
ihc- evciii ofan audit. ibe requesie;d Materials shall he reasonably provided in the time, format. and at the location acceptabiC to TIPS
UPS agrees. n(lt to pedurtn a randcntt audi I the TIPS transaction doctunenlation more than once per calendar year, bill reserves the righi
its audit fur lust cause or firs required by any boternmental agcacy or court with regulatory authority over TIPS or the PIPS Member.
Iteae audit rights shall sun the termination of this Agreement for a period of one (I ) year from the effective date pit termmatn011-
25. Contiietr of interest. The Parties confirm that they have not offered. given, or accepted. nor intend 111 give at any time: hereafter anv
eec)nililuc elppprluniiv. Future vrnployment, gift, loan, graruity, special discitunt. trip, IaVOT. Nerl'ICC to the usher ire C onneetiinl wffll tilts
Agreenteni. Vendor all im, that, to the best of Vendor's knowledge, this Agreement has been arrived at independently. and is awarded
willu7ut colluaton with anyone to obtain Information or gain any favoritism that would in any tray limit competition or give an nntair
ndvalimi a over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary all':hatiuns will,
Region S Fducation Service Center and the TiPS Department, if any, through the Contlict of interest altachnient provided in tilt
solicitation resulting in thiN Agreement.
26. Volume of flPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS
Meniber� �vdl SUbmil any TIPS orders to Vendor at any time.
217. crimpliance with the Law. Tllc Parties agree it) comply Billy with all applicable federal, state. and local statutes. ordinances. rule:~.
;old tegulallUll' alvpliealllc to their entity in consicetion with the programs contemplated under this Agreement.
211. Severability. 11' any torm(s) Or Prclvislonlsl of this Agreement are held by a court of competent .jurisdiction to he invalid, void, or
ursenlbrceuble, their such tertn(s) or provisiori(s) shall be deemed restated to reflect the original intention or the Parlics as nearly its
pos,lble in accoFdance with applicable law and the remainder of this Agreement. and the remainder of the provisions orthis Agreement
-,hall renlaln in fi.ill lnrce and cheat and Shall in no way be affected, impaired or invalidated, unless such holding causes the ohligations
cif the Parties hereto to be impossible to perform or shall render the terns of this Agreement to be inconsistent with the intent lsHhe
Pal tles Ilei etls.
29. F orre Majeure. If by reason of Force Majeure, either party hereto shall be rcndewd 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 particular of f;orec Ma,jcusr in writing it,
the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivel'ing such notice, the obligation
i,I-the affected parry, w far as it is affected by such force Majeure as described, shalt he .uspended during; the continuance eye the
mabdity then claimed but For no longer period, and such party shall endeavor to remove or mercoine such inability witli all rcasontiblc
dispatch. in the ctcni Thai Vendor's obligations are suspended by reason of Force Majeure., all TIPS Sales accepted prior let Ilia I-op-cc
Majeure event shall be the legal responsibility of Vendor anti the terms of the TIPS Sale Supplemental .Agreement Shall C01111rll
Vendor-, failure to ful Fill for a Force Majeutti event.
ifs. Imniunily. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government inlsnunity. 11131
,.onStoiiw or he construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 9 is dun -:short
IWS Vcndoi Agreement flavu1if
4ervicc Cenici or its 11 PS Dcpartrnew. The tailurc to enforce, or any delay in the enforcement of, anv privileges, rights. defenses.
winedies. or irnmunittei a�ailahlc 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, retnedses. or I mlunities or be considered as a basis For
c.rt;rlrc:l
31. Insurance Requirements. Vendor agrccs to iaimain the followings minimum insurance requirements for tite duration of tills
'Igiccineof_ All policies held by Vendor to adhere to this turn Shall be written by a carrier with a financial size category of VI and at
least a rating of "A.-" by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirement~ and in
till way lirtiii the liability of the Vendor's). Any immunity available to TIPS or TIPS Members shall not be used as a defense by thr
csmirractor", insurance policy. Only deductibles applicable to property damage arc acceptable, unless proof of retention fund,, to cover
said deducribles is provided. "[Taint~ made" policies will not be accepted. Vendor's required minimum coverage shall not be suspended,
voided. cancelled. rum -renewed or reduced in coverage or in limits unless replaced by a policy that provides the inimm"m required
coverage except after thirty (30) days prior written notice by certified mail. return receipt requested has been given to TIPS or the TIPS
Mcfnber it a project or pendingdclivcry of an order is ongoing. Upon request. certified copies ufall insurance policies shall lac. furnished
Its the MPS tar the'f ips Member. Vendor agrees that when Vendor or its subcontractors are liable lurany damages 01 Llainis, l andor's
policy. shall be primary over any other valid and collectible insurance carried by flit: Member or TIPS.
[itnerul Liability- S 1,000,000 each OccurrencclAggregatc
Autumobiie Liability: S3(H).0(H1 inch:des owned. hired & non -owned
Workcrs' Compensation: Statutory limits Fear dicjurisdiction in which ilia Vendor perforins under this Agreement, if Vendor pCrfunn--
in multiple jurisdictions, Vendor shal l maintain the itatutory I Imits For the jurisdie.tioi3 with the greatest doliar
policy limit requirement.
(mibrella Liability'. $ I ,(A)0,000 each Occurrence/Aggregate
4:. 1F ai►•er. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be cowstrued iti be a waver cat
lLmy breach of airy other provision. ivo delay in acting regarding any breach of any provision shall be construed to be a ►vaiver of such
breach.
33. Binding Agreement. This Agreement shall be binding and inure to the hHmcfa of the Parties hereto and their rc:spceuve heus, legal
iiucecssars, and assigns.
3%4. Ilvadings. I lie 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.
A5. C holce of l.aw and Venue. This Agreement shall be governed by, conslnied, and enforced in ,iccordxnce Nvith the laws of the State
til I cxua. Any ltrovceding, claim, action. or alternative dispute resolution arising out of or relating, to this Agreement or Involving TIPS
-.hall be brought in a State Court of competent jurisdiction in Camp County. Texas, or if Federal Court is legally required, a Federal
t r oat i ul competent jurisdiction in the Eastern Disttzct of Texas, and each of the Parties irrevocably submits to the exclusiv c juristliciicm
al said court in any such proceeding, waive~ any objection it may now or hereafter have to venue or to convenience of torum, agree.
that all claims in respect ❑Fthe procreating shall be heard and determined only in any .such court, and agrees iuri to ilrirtg .iny proceeding
arising out afar relating to this procurt:nient prueeNs or any contract resulting from or and contemplated trarisactiori in any father court_
f'lie Parties ag,rcc that either or both of them may tile a copy of this paragraph with any court as written evidence of the knanving.
vultatttatt'y anti Freely hargained For agreement between the Parties irrevocably to waive any objections to venue or to COVINTZtience of
lot a ni
1tr. iti<la1ialnship of the Parties. NoIbIng contained in this Agreement shall be construed to snake oise Parry an agent of the tinier Parry
Ilk -IF shall either parly have any authority to hind the other in any respect, unless expressly authorized by the other party in writing. The
Parties are Indepeildeiii contraetofs and nothing in thiti .Agreement Create~ a relationship cif cillpluy'mcrit. trust, agency of Partnership
between them.
37. Assigntnieat. No assigrinwilt of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in
;cart by at Party hereto without the prior written consent of the other Party. Written consent of TIPS shall nol: be un-reasonably withheld
38. Minimum C:undltion and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Stale shall be new
unless clearly ,;fated otherwise in writing. All n" goods and serviccs shall include the applicable manufacturer~ ininimuin standlyd
wtitf7iniy unless aithcnvisc ,igrccd to in the Supplemental Agreement.
I I I'S i endue Agrevniew 1%iLC 7
ty. Minimunt Customer Support Requirements for TIPS Sales. Vendor shall provide timely and curritnercially reasonable support fur
I IPS SACS err aS agreed to in the applicable Supplemental Agreement.
•111. tiiinirttum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a
01 WAC1 i d ly rtiasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor %hall notify shy firs Menther
�+. to why delivery is delayed and provide an updated estimated time for completion The TIPS Member may cancel tic order +f the
delay is not commercially acceptable stir not consistent with the Supplemental Agreement applicItble to the order,
•11. Nimintuni Vendur license Requirements. Vendor shall maintain, in current status, all Fcdcrai, state, and local liccnacti, bands and
perinils required for the operation of the business conducted by Vendor, Vendor shall remain fully inFomted of and in compliance wlt}r
all tit dintinces antd regulations pertaining to the lawful provision of goods or services under the TIPS Agreement_ TiI'S anal TIPS
Mc vibe" reserve the right to slop work and or cancel a TiPS Sale or lenuiriate this or any TIPS Sale Supplemental At reemcal nn;SIN ing
'Vendor if Vendor's licenses) required io perfunn under this Agreement or under the specific TIPS Salc hw e expired. lapsed, .ire
suspended m lcrininaled subject to a 30-day cure period unless prohibited by applicable statue or regulation.
dt. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, slate, and
k7dcrul laws governing the sale of products/smices of ercd by Vendor under this contract. Such applicable laws, ordinances, and
1,tdtetcs must be complied with even if not specified herein,
43, IMinimum Silt Requirements ittr'I"IPS Sales (when applicable to TIPS Safe).
i 'iP.anup: 1A. hcri perfo r iiag. work on site at a TIPS Member's property, Vendor shall ciean up and rein ove all debris and rubbish resuh;ng
crude Iheir work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be
it•II to +;tied repair and an orderly, heat, clean and unobstructed condition.
Peeparatiun: Vendor shitll not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation
neck at Ito cult_ or until TIPS Meniber incIuties the cost orsitc preparaiion in the TIPS S a I e Site preparation includes, but is nut iiniiled
ki. rix,V1110 furniture, installing* wiring fornclwurks or power. and similar pre -installation requirements.
Itrgistered Set Offender Restrictions: For wcirk to be pertitrnied at schools, Vender agrees that no employee of VL'iidiir qr a
�ubconuaetur who has been adjudicated to be a registered sex offender will perfunn work at any tinic when students arc, or rcaaunably
expected to be. present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of titis t:utidition shall be consrdetcti
n material breach and may result in the cancellation of the TIPS Sale at the FPS Member's discretion. Vendor must iden+ify an,.
additional costs associated with compliance of this term. If na casts are specified, compliance with this terns will be provided at no
i;ddinorial charge.
,Safety Measures,: Vendor shall take all reasonable precautions for the safety oremployees on the wtirksite. and shall erect and properly
tuuintain all necessary safeguards for protection of workers and the public. Vendor shall post warning; signs against all li wards created
by tlw oparaliun and work its progress, proper precautions shall be taken pursuant to state law and standard practice~ to 11AACct WOACNti
i cnera I puhiic and existing strucrures From injury or damage.
Smoking: I'visons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes- Ordinances, and
Inklicics,
44. Pavment for TIPS Sales. TIPS Members may teaks. payments for TIPS Sales directly to Vcndur, Vcudor's Authorircd Re5cllcr. or
u:, otiwnvise agreed to lit the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment
SWILIte3_ Regardless of how payliient is issued or received for a TiPS Sale, Vendor is responsible For all reporting and TIPS
Administration Fee payment requirements as stated herein.
45, Slurkoing. Vendor agrees to allow TIPS to rase their name and lager within the TIPS website, database, marketing material~, and
;rclvertisrments unless Vendor negotiates this tcnn to include a specific acceptable -use directive. Any use of TIPS' narne and Ingo or
any 1iir it of publicity, inclusive of press reh;use, regarding this Agreement by Vendor mast have prior approval f&om'f IPS which will
nut be unreasonably withheld. Request may be made by email to urtilir•tins-ti.a.t am. For marketing efforts directed to FIPS Members.
Verttlor roust request and execute a separate Joint Marketing Disclaimer. at nturkc1incrci.titt5-usa.c:0m, before TIPS can rcivase c:ontacl
information For TIPS Member entities for the purpose of marketing your TIPS conlra:tlst. Vendor must adhere to :uict Marketing
Rc:cluircments onve a disclaimer i, executed. The Joint Marketing Disclaimer ns a Supplemental aLrQetnLnl specific lojui;;l marketing.
Worts anti has no effet:t on the terms of the TIPS Vendor Agreement, Vendor agrees that any images, photos, writing, audio, clip art,
i 111S Viuju{ur Agrermcni Pa8c K
music, or anv tither intellectuai property ("Properly") or Vendor Data utilized, provided, or ipproved by Vendor during. Elie course: of
the joint marketing efforts are either the exclusive property of -Vendor, or Vendor has all necessary rights, license. and permissions to
utthte said property to the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees.
ufl 1certi, agents. representatives, contractors, assignees, designees, and TIPS M embers from any and all claims, damages. and jlid ginenis
Ir+vclving infringement of patent. copyright, trade secrets, trade or services marks, and any other intellectual ur intangible property
rights dndrclt' claims arising from the Vendor's (including Vendor's officers', employees', agents Authorized Reschels
subcontractors'. licensees', or invaces') unauthorised use or distribution of Vcndor Data and Property.
Oft. 'fax Exempt Status of 'TIPS Members. Must TIPS Members are tax exempt entities and the laws and regulations appllcublc to she
epeeitiv TIPS Member customer shall C0111101.
41. 1utmnatir Renewal Limitation for TIPS Sales. No TiPS Sale may incorporate an autornaric reriewal clause that exceeds m ontli to
Ilionth term~ with which the TIPS Member nnust comply. All renewal ternns incorporated into a TIPS Sale 5uppieunental Ag,rerment
shall only he valid and eml'orceable when Vendor received written confirmation of acceptance cifthe renewal terra From the TIPS
Member fur Elie specific renewal term. The purpose of this clause is to avoid a TIPS Member inaciserlently renewing an Agreement
during a period i i i which the governing body of the TIPS Member has not properly appropriated and budgeted tine funds to satist'y the
A,pk:41ncn1 renewal. Any TIPS Sale Supplemental Agreement containing an "Automatic Renewal" clause that cozrllicis rn,ith these
te:urs is tendered void and unenforceable.
48. ( hiolec of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Lavv'" provision is included ire any 1 [PS Sale
agreemenucontract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS
Sale agreemcnt/cuntract bcttivc:can Vcndor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS
Member expressly agrees otherwise. Ariv TIPS Sale Supplemental Agreement containing a "Choice of Low" clause that cemtlicts with
thcsc terms it: wn►iered void and uncntorceable.
49. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agrcunncnticurruaet
bcrwccn Vcndor tend a -I'IPS Member, that clause must provide that the "Venue" for any litigation or aIWrnaIivc disputy resoluttcnn shall
be in the stare and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any Tll'S Sale
Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered v oid and uncriforreahle.
50. Indemnity Limitation for *TIPS Sales. Texas and atlicrjUrisdictions restrict the ability ❑t'governmental entities to indemnify others.
Vendor agrees that Ifany "Indemnity" provision which requires the TIPS Member to indemnify Vcndor is included in any TiPS sales
agrCa IntCttL'eulttact between Vendor and a TIPS _-Member, that clause must either be stricken or qualified by luciuding fled �,uclh
Indemnity is only permitted. "to the extent permitted by the laws and constitution of [TIPS Member's State]" unless the -rips Member
expressiv agrees otherwise.. Any TIPS Sale Supplemental Agreement containing, an "Indemnity" clause that conflicts with these Memos
Is rendered void and Linen tbr:eable.
51. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale
agrecmantcontraci bchvccn Vcndor and a 'TIPS Member. that clause may not require that the arbitration is mandatory or binding..
Vendor ag.rces that if any ".Arbilrxtion" provision is included in any TiPS Sale agreenivilveont'act between Vendor- and a TIPS Member.
111at Clauu IWOVIdes fcfr 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 unenfOrceablc.
III 41ILMS; Whcreot, the parlies hereto, each acting under due and proper authority, have signed this Agreement.
I II'S vefldvT +\gwer,cent Pate 4
TIPS VENDOR AGREEMENT SIGNATURE FORA
TIPS RFP 230202 Security Systems Products and Services
Vendor Name: L �(t .S
Vendor Address: xis
City: _��`�'�
Vendor Authorized Signatory Name
Vendor Authorized Signatory Title:
Vendor Authorized Signatory Phone
t'o' c i c
Fri Ic- ►f
?r,a SI jk,-1 �
State: T Zip Code: 7S) S-t)
Vendor Authorized Signatory Email: , I,C+U��� 11 as a U+ZXYIG.4"I C t;j6t,te (on',
-7
Vendor Authorized Signature: _ /�'���.��t per " Date: 3 65, d
(The following is.% r TIPS completion on/r)
FIPS Authorized Signatory Name: Dr. David Fitts
TIPS Authorized Signatory Title: Executive Director
TIPS Authorized Signature:dn Dai 4/27/2023
l IPS Vendor Agreement Signature Form Page I
230202 Addendum 1
Dallas Automatic Gate
Dallas Automatic Gate, Inc
Supplier Response
Event Information
Number: 230202 Addendum 1
Title: Security Systems Products and Services
Type: Request for Proposal
Issue Date: 2/2/2023
Deadline: 3/17/2023 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 200203 SECURITY SYSTEMS PRODUCTS
AND SERVICES ("200203"). YOU MUST RESPOND TO THIS SOLICITATION TO PREVENT
LAPSE OF CONTRACT UNLESS YOU HOLD ANOTHER CURRENT TIPS CONTRACT THAT
COVERS ALL OF YOUR SECURITY OFFERINGS. THIS AWARDED CONTRACT WILL
REPLACE YOUR EXPIRING TIPS CONTRACT 200203.
IF YOU HOLD ANOTHER TIPS CONTRACT OTHER THAN 200203 WHICH COVERS ALL OF
Page 1 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
YOUR SECIROTU OFFERINGS AND YOU ARE SATISFIED WITH IT, THERE IS NO NEED TO
RESPOND TO THIS SOLICITATION UNLESS YOU PREFER TO 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 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
Dallas Automatic Gate Information
Contact: Dallas Gate
Address: 2533 Franklin Dr.
suite 5A
Mesquite, TX 75150
Phone: (972) 484-8770
Email: publicbids@DallasAutomaticGate.com
Web Address: https://www.dallasautomaticgate.com/
By submitting your response, you certify that you are authorized to represent and bind your company.
Jarad Bailey
Signature
Submitted at 311712023 02:55:31 PM (CT)
Requested Attachments
Pricing Form 1
'bailey dallasautomaticgate.com
Email
DAG 230202 Pricing Form 1.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.
Pricing Form 2
DAG TIPS RFP 230202 Pricing Form 2.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.
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.
Vendor Agreement
DAG Tips Vendor Agreement RFP 230202 3-16-23.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.
Vendor Agreement Signature Form
DAG TIPS RFP 230202 Vendor signature form 3-16-23.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.
Reference Form
230202 Reference Form DAG 3-17-23.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
DAG TIP RFP 230202 Confidentiality claim form 3-16-23.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.
Page 3 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
Conflict of Interest Questionnaire - Form CIQ
DAG TIPS CIQ 3-16-23.pdf
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.
Disclosure of Lobbying Activities - DAG TIPS RFP 230202 Disclosure of lobbying activities 3-16-23.pdf
Standard Form - LLL
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
DAG W9 .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.
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.
Supplemental Vendor Information (Supplemental Vendor Information Only) DAG Capabilities 2023.pdf
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.
Vendor Logo (Supplemental Vendor Information Only)
Logo DAG Blue Background.png
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.
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 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 National Coverage
Can the Vendor provide its proposed goods and services to all 50 US States?
�No
4 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.
Texas
5
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.
Dallas Automatic Gate has been doing business since 1994. We have, and continue to service
customers all over the Texas market. Our services include gates, fencing, access control, entry
systems, cameras, and parking systems. We are focused on providing the right solution for
each customer based on their needs and budget.
Dallas Automatic Gate provides design, build, and install for all fence, gate, and access control
systems. We are happy to perform a turnkey solution or provide the expertise to install and
maintain existing components. We offer scheduled maintenance to reduce the downtime of
any access control system (gates, door locks, etc) as well as keep your fence line clean and
functional for years to come. We can also provide on call service on an as needed basis.
Dallas Automatic Gates headquarters is located in Mesquite, Texas. We have been here since
our inception in 1994. DAG works with all client types including commercial, residential,
municipal, and federal to name a few. No job is too small nor too large for our team. We have
been around almost three decades due to our communication, versatility, and ability to exceed
our customers' expectations.
6 Primary Contact Name
Please identify the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of
the contract.
Jarad Bailey
7 Primary Contact Title
Primary Contact Title
President
8 Primary Contact Email
Please enter a valid email address that will definitely reach the Primary Contact.
Publicbids@dallasautomaticgate.com
Page 5 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 97248487701
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 No response I
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 No response I
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.
�Al Rodriguez
1 Secondary Contact Title
3 Secondary Contact Title
Operations manager
1 Secondary Contact Email
4 Please enter a valid email address that will definitely reach the Secondary Contact.
service@dallasautomaticgate.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 21468603431
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).
No response I
Page 6 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 No response I
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.
Chelsea Martin
1 Administration Fee Contact Email
9 Please enter a valid email address that will definitely reach the Administration Fee Contact.
Accounting@dallasautomaticgate.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 97248487701
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.
Rebekah Lamb
2 Purchase Order and Sales Contact Email
2 Please enter a valid email address that will definitely reach the Purchase Order and Sales Contact.
Service@dallasautomaticgate.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 97248487701
2 Company Website
4 Company Website (Format - www.company.com)
www.dallasautomaticgate.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.
Dallas Automatic Gate
Page 7 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
2 Primary Address
6 Primary Address
12533 Franklin Dr, suite 5A
2 Primary Address City
7 Primary Address City
Mesquite
2 Primary Address State
8 Primary Address State (2 Digit Abbreviation)
ITx
2 Primary Address Zip
9 Primary Address Zip
175150
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.
Fencing
Gates
Automatic Gates
Welding
Access Control
CCTV
Camera
Slide Gate
Swing Gate
Electric Strike
Parking Barrier Gate
Parking Access
Barrier Gate
Crash Gate
Spike Strip
Automatic Ticket
Telephone Entry
Wrought Iron
Wood Fence
Chain Link
Hurricane Fencing
NVR
DVR
Page 8 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 1
3 Vendor's Principal Place of Business (City)
2 In what city is Vendor's principal place of business located?
Mesquite
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?
291
3 Certification Regarding Entire TIPS Agreement
5 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 I
Page 9 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
3
6
3
7
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 that you offer?
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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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 services listed in Vendor's original proposal, typically in Pricing Form 2, for which
vendor proposed a specific lesser discount, 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 that you offer?
10%1
Honoring Vendor's Minimum Percentage Discount
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
Page 10 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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.
Yes
3 "Catalog Pricing" and Pricing Requirements
9
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 11 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 12 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
3
6
3
7
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 that you offer?
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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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 services listed in Vendor's original proposal, typically in Pricing Form 2, for which
vendor proposed a specific lesser discount, 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 that you offer?
10%1
Honoring Vendor's Minimum Percentage Discount
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
Page 10 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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.
Yes
3 "Catalog Pricing" and Pricing Requirements
9
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 11 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 12 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 13 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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) 1 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 14 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
3
6
3
7
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 that you offer?
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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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. The only limited exception to this discount is for limited services listed in Vendor's original proposal,
typically in Pricing Form 2, for which they offer a specific lesser discount. 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 services listed in Vendor's original proposal, typically in Pricing Form 2, for which
vendor proposed a specific lesser discount, 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 that you offer?
10%1
Honoring Vendor's Minimum Percentage Discount
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
Page 10 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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.
Yes
3 "Catalog Pricing" and Pricing Requirements
9
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 11 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
EXCEPTIONS & DEVIATIONS TO TIPS STANDARD TERMS AND CONDITIONS
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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 12 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 13 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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) 1 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 14 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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Non -Discrimination Statement and Certification
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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 15 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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Non -Discrimination Statement and Certification
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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 15 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 16 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 17 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 18 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 19 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 20 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 21 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 22 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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.
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 23 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 24 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 25 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 26 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 27 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 28 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 29 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 30 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 31 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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 32 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
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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 33 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
2 CFR Part 200 or Federal Provision - Certification of Compliance with Never Contract with the Enemy
9
3
9
4
9
5
9
6
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 34 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
9
7
El
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 35 of 35 pages Vendor: Dallas Automatic Gate 230202 Addendum 1
TIPS 230202 Security Dallas
Systems Products and Automatic
Services Crate
TIPS REFERENCE FORM
r-111 uuviIlia Livu MU3L u%� Lyy%,u auu uYivau�u ui i:nwi iuiuiaL. Lu uuL uauuvviiw ui Upluau
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,
preferably government or non-profit entities, who have purchased goods or services from your
Valid Contact
Customer Entity Name
Customer Conta Valid Contact Email
Phone
City of Rowlett
Sam Eicke
geicke@rowlett.com
(214) 733-4042
Dallas Area Rapid Transit
Ronal hauck
rhauck@dart.org
(214) 749-2710
Tarrant county
Rita Pauley
rcgaulev@tarrantcountv.com
(817) 212-6829
Rockwall ISD
James Clenski
jim.olenski@rockwallisd.org
(972) 772-1148
City of Allen
Brad Boroughs
bboroughs@cityofallen.org
(214) 509-3490
Mesquite ISD
Kelly Burks
kburks@mesauiteisd.org
(972) 882-5545
Royse City
Tanner Dietz
tanner.dietz@roysecity.com
(972) 524-4820
Farmers Branch
Todd Baker
todd.baker@farmersbranchtx.gov
(469) 835-0687
TIPS CONTRACT 230202
REQUIRED CON IDENTIALITI CLAIM FORM
1 I F'NI) R ,1.1t_:5T COMPLETE THE. VOLLUfl'LNG I FNIJOR INFO.1RALI T1Okj
udol i nlll� Name: T�E�� IT�-Hzthc bu-4f,
+ttl+,+ %+lii,+,l ,t•ti Slgnattlr'y iyanlC- ,r -
Vcndm Author/ed Signatory Title: ALAS+GtP��
telydsra '1u11wt-wcd.Signulort Filiall: ! I3copl{ P LIA C,L,SQ,c:'}b'1�IC��+C �-'C ►[(►�Yj
� 1
1 �t,d+ ltidlt'Sti.7/�j'} 111 1 �d1�
t 11k' f*r k-
State: L1p C'ude:
1' QIIJut agrCUS 111,11 it 11, vttilttntarily providing its data (including but noL linnted tel: Vendorinhwi-ialion, VendorJueumcmatiun. Vendor's
l�ltslls�ysti. '`'01&fl Isrieillg :,ubntitted or provided to TIPS. TIPS contract documents, T1PS correspondence. Vendor logos and images.
Vcrldol'ti conl:tcl infoillialion, Vendor's brochtires and cantlnurvial information, Vendor's financial information, Vendor's
wcrl III( Jlttlllh. alld ally 11thCr Vendor In10miation or dtwumenlation submitted to TiPS by Vendor and its ugcnts) (I leicinatIcr, "Vendor
fi:na") to I II's Velidur understands and agrees that TiPS is a government entity subject to public information law} including but tiw
molted tt, rcmis Government Code (TGC) Chapter 552. Vendor agrees that regardless ofconlidentiality designations herein, L'endor.5
suhntrsslon o1 a proposal constitutes Vendor's consent it) the disclosure and release of Vendor's Data and contprehsllske proposal,
rrlctuding any information deemed confidential or pruprictaty here -in. to and by TIPS Members.
NoINS'lihtit.1nding the I'mcgutng! permissible release to TiPS Menihers, if Vendor considers any portion of Vendor's proposal to he
olherwisc conlidcntlal and not subject to public di-sJo,- ore pursuant to rubiic information laws, including, but 1101 limited ru T(iC' chuplel-
55.-.'. Vendor loos( 1MVI erly CXCCutc Option 1 an4l, below, attach to this PDF all documents and intOrmation that Vendor tieerns
cunlidentlnl, and upload the consillidatcd docanlcnttuion. Regardless of the Option selected hulow. this torn must tic L:om icled and
uptoaded to the "Respultse ALUMInlCnts" section ol'the o id System entitled R"[Lu'ed Confidcrimillty Claim Form.- L. t:,: ltion and
snhmltisttln ol'dhlr Ittt•nt iti the sole indicator of whether Vendor considers any Vendor Data contidellual in the event 'rips rcceives a
requc,o..i Public Information Itcqucs(. Or subpoena. If TIPS receives a request, any responsive doctimentatitln not decrucd confidential
hV ytttl 1111migh proper execution of Uplinn 1 or this t'orm will be automatically released. For- information deemed confidential b} you
Ihrougfi proper extxaium of Option 1 of this form, TIPS will follow procedures of controlling sl sluic{s} regarding wtthhuhiilrg tint
tlnr.untcntillltwl and Snail nut he liable tor anv release of infortliation required by lacy, including Attorney General opinuln Ail csluci or&l-,
(1 FtVDUR MZ�ST C'U.11PLETF. ONE [aF THE T110 OPTIONS .4ND CIPL04D IN 771t<F.B11.) S)STFA1)
0111 ION I - DESIGNA PING CONFIDENTIAL
NI ►i'VItIALN - 1 E.S. V1'.NDUR HAS AT'I .A(41F I)
r O%i Ivr1 %i i i-%I. ylr►"rLRIALS
a Voldor claims Tunic Vendor Data contidcnlial to the extent
pci-mitlyd by 1-(.1t' C'haptcr 552 ,tnd other applicable law
Voitlor attached to this PDF all potentially confidential
Vendor Dam and listed the number of attached pages below.
■ Vendor's Atttltorized sigoalory has signed below and shall
uphsad Ifik dsscuniclit in the proper location in the CHId
wy"Icso.
Vendor atrrces that TIPS shall not be liable for any role sc of
.sniti iential a fivi-m ttion required by law.
's ombet of pages attaulied deemed confidential:.
N (I I I V++1 l^'(1'S igl nttI I rC_
OPTION 2 — WAIN" ER OF CONFIDENTIALITY —'.VU.
VENDOR HAS NOT ATFACHED CONFIDE NTIAI-
[MATERIALS
(Cwz/irm each hullet point and sign belem-)
i3y signing for Option 2 below. Vendor expressl5 uaivcs auy
confidentiality claim far all Vendor Data submitted to relation
to this proposal and resulting contract. Vendor confirms that
TIPS may freely relea�c Vendor Data submitted in relation to
this proposal or resulting contract to anv reyuestor Vendor
agrees dial TiPS shall not he responsible or liable Ibr anv use
or distribution vl'Vendor Data by "rips or TIPS Mcmbcr5-
■ Vendor's authorized signatory bas signed bolt w cUld sii.l31
upload this document in the proper location in the crud
SVzSlCl11.
■Vendor agrcus that TIPS liable Iiu any idea m2 tl
confidential inforinatiOn resyt t:d ,• fa�ti.
Authurtb:d St malut t
b
Exhibit C - Conflict of Interest Questionnaire
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.
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.
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
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).
Signature of vendor doing business 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