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HomeMy WebLinkAboutContract 64153CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement () is entered into by and between SP Plus LLC, an authorized reseller of ) and the City of Fort Worth (), a Texas home- 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 Scope of Services; 3.Exhibit B Payment Schedule; 4.Exhibit C Cooperative Agency Contract TIPS 230505; and 5.Exhibit D Conflict of Interest Questionnaire Exhibits A, B, C, and D, 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 B and in accordance with the provisions of this Agreement. Total annual payment made under this Agreement by City shall not exceed Eight Hundred Thousand Dollars ($800,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires on July 31, 2029, with up to two (2) one-year renewal options at the sole discretion. City or Vendor may terminate this Agreement at any time and for any reason 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: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Office at the same address To VENDOR: SP Plus, LLC Andrew White Vice President of Operations 1700 Pacific Ave, Suite 1890 Dallas, TX 75201 Email: awhite@metropolis.io 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 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) the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this 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 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 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: By: Name: Jesica McEachern Title: Assistant City Manager Date: APPROVAL RECOMMENDED: By: Name: Lauren Prieur Title: Director,Transportation&PublicWorks By: Name: Jannette Goodall Title: City Secretary 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: Name: Peter Elliott Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Amarna Muhammad Title: Assistant City Attorney CONTRACTAUTHORIZATION: M&C:25-0921 Date Approved: 9.30.25 1295 Form: VENDOR: SP Plus, LLC By: Date: Name: Title EXHIBIT A SCOPE OF SERVICES 1.0 PARKING FACILITY OPERATIONS. The scope of work consists of all aspects of operating the parking facilities, including but not limited to, maintenance of facilities including all activities related with ongoing operation of the facility including electrical, plumbing, janitorial and other activities relating to the upkeep of the parking assets on an ongoing basis related to the functional and efficient operation of the parking assets, revenue collection and control, parking enforcement, and staffing. The parking facilities will be operated and maintained in a manner consistent with that of a First-Class Project. A First-Class Project is one which upholds quality standards one would come to expect of a premium, parking garage and lots in a large city or major metropolitan area. 1.0.1 Parking Rates and Hours of Operation 1.0.1.1 The maximum permissible rates to be charged for parking are determined by the City Council of the City of Fort Worth, as published in the annual schedule of fees and charges. 1.0.1.2 Hours of Operation are determined to primarily accommodate the scheduled events at the Fort Worth Convention Center, Visit Fort Worth, and in the Central Business District. 1.0.1.3 Parking revenue collection may at times be pay on entry, pay on exit, via pay stations, or a combination thereof to accommodate parking requirements for events. 1.0.2 Garage Detail (See Attachment for map) Fort Worth Convention Center Location Commerce Street Parking Garage: 750 spaces on six levels o 1301 Commerce Street Fort Worth, TX 76102 o Hourly/daily/monthly rates, pay on exit for normal operation & pay on entry for special events o Three entrance lanes, 4 exit lanes. Entrances are located on the 1400 block of Commerce Street and exits are located on the 1400 block of Calhoun Street o Equipped with Amano equipment, two Express Park automated pay stations in the exit lanes, one exit lane dedicated for monthly users, one cashier booth taking cash and credit payments. (Credit card only- magnetic strip) o One pay on foot station in garage lobby area (Credit card only- magnetic strip) o 250 maximum monthly parkers. Lot #1 - Lot on the north side of the garage: 21 spaces o RV/bus parking and other larger vehicles that may not be able to fit in the garage. Houston Street Parking Garage: 1,054 spaces on ten levels o 1200 Houston Street Fort Worth, TX 76102 o Entrance and exit located at 200 West 11th Street o 1st floor has 18,200 square feet of retail space o Amano One parking equipment: One Amano One pay on foot station (EMV/Chip Tap, credit/debit, Apple and Google Pay) in garage lobby. Two Amano One automated pay stations in both the entrance and exit lanes. EMV/Chip Tap, credit/debit, Apple and Google Pay) Accepts cash and credit cards at attendant booths during regular staffed hours of operation. Offering Hourly/daily/monthly rates Pay on exit for normal operation Pay on entry for special events Monthly parkers 400 maximum Additions Other parking spaces, lots or garages may be added, reduced or eliminated at either facility at the sole discretion of the City. In the event the parking assets are increased or decreased, the management fee will remain the same, however, a revised budget of reimbursable expenses will be proposed, and a contract amendment will be executed with regard to adjustments to the operating budget. Any increases to the proposed budget in excess of $100,000 will require City Council approval. 1.1 Monthly Parking. The parking facilities are to be operated as a public parking facility with the primary focus being the short-term parking needs of the public in the vicinity of the parking facilities and the attendees of the Fort Worth Convention Center, Omni Hotel, and the Central Business District. Monthly parking is permitted to the extent that transient parking is not negatively impacted. Monthly customers may be provided proximity key cards or other pertinent identification to access the parking facilities. The City will authorize the number of parking permits at the rate set forth in the Schedule of Fees and Charges. 1.2 Validation Program. The City currently has a validation program with City Departments, Omni Hotel and other entities. The Parking Operator will be expected to sell coupons and program the revenue management equipment at the rates established by the City. 1.3 Staffing Requirements. T he Parking Operator will be expected to provide staffing for parking facilities and a staffing schedule which clearly defines the number of proposed employees and corresponding work schedules. The Parking Operator shall ensure that all new employees undergo a pre-employment background check prior to commencement of employment. Parking staff are prohibited from performing duties while under the influence of alcohol or illegal drugs or, if performance is impaired, while under the influence of lawfully prescribed or over- the-counter drugs. Parking Operator must have a written drug and alcohol policy comparable to the policy adopted by the City. 1.4 The following are job descriptions of key personnel: 1.4.1 Parking Manager: The Parking Operator will employ an on-site Parking Manager at each facility to oversee the parking operations and property of the parking facilities and work cooperatively with City staff. This manager shall maintain a highly visible presence within the parking facilities, including weekends and periods with high usage, and shall be responsible for overseeing all aspects of the parking operations, including but not limited to, daily revenue collection and deposits, supervising, planning, and scheduling all aspects of employee duties, hiring and dismissing of employees, evaluating employee performance, counseling and disciplining employees, investigating and responding to customer complaints, resolving conflicts, and overseeing the operation of the revenue control. The Parking Manager shall oversee the removal of cash from the parking facilities and ensure that the parking facilities are sufficiently staffed at all times. The Parking Manager will be expected to recommend operational enhancements to City staff and to provide revenue forecasts for any proposed parking rate adjustments. 1.4.1.1 The Parking Manager shall perform a written performance at least once during a twelve-month period and other required supervisory duties. Said evaluation shall be available for inspection by City staff upon request. 1.4.1.2 The Parking Manager will be responsible for conducting routine inspections of the parking facilities on a daily basis. The daily lot inspections should be documented in the form of a checklist or log and must be available to City staff upon request. These inspections shall include, but not be limited to, facility maintenance, cleanliness, safety hazards, public safety, proper functioning of revenue control equipment, attendant performance, and cash and accounting audits. It is expected that the Parking Manager will ensure that all problems within the parking facilities are promptly addressed and corrected. 1.4.1.3 Should the Parking Operator find it necessary or desirable to replace the Parking Manager following the commencement of the Operating Agreement, the City Manager or his or her designee shall have the right to reject the selection of a replacement Parking Manager. 1.4.2 Cashiers: The cashiers collect parking fees in the parking facilities. Responsibilities shall include, but not be limited to, issuing parking tickets, collecting parking fees, completing revenue and shift forms, providing information and directions to customers, daily sweeping of all parking facilities, including entrance and exit ramps, picking up trash debris, sweeping and mopping the garage stairwells, cleaning and maintaining the area immediately surrounding garage elevators and escalator core, cleaning the parking offices, emptying waste baskets, cleaning and emptying ashtrays, touch-up painting, directing traffic and placing and removing directional sign stands, parking barricades and traffic cones. This position will involve heavy interaction with the public. 1.5 Employee Training and Development: The Parking Operator must provide a formal training program for all new hires to develop their knowledge, skills and abilities for achieving quality work performance. The program should involve classroom and field instruction and encourage employee participation. The training program shall include, but not be limited to, cashier training, reporting procedures, lot maintenance and safety inspections, ticket transactions, professional conduct, customer service and effective communication techniques, dispute handling, emergency procedures, and safety and security measures as well as strategies for dealing with diverse population and types of events. The Parking Operator should provide refresher training courses to existing employees every six months. A copy of the Training Program Manual must be submitted with the proposal. 1.6 Employee Quality of Service: The Parking Operator shall maintain the highest degree and standards of courtesy on the part of its employees. All employees must perform assigned duties in an orderly and professional manner. Employees must always be respectful of others and not engage in profanity or unsafe or illegal behavior. 1.7 Uniforms and Appearance: The Parking Operator must furnish all employees with weather appropriate uniforms, consistent with industry standards. No t-shirts will be permitted. Employees must be attired in clean uniforms bearing the Parking company name and always be well-groomed while on duty. Closed toe shoes or athletic shoes will be always worn (sandals and open-toed shoes will not be permitted). Hats are optional, but no hat will be worn with any promotion, logo, or advertisement. Hats must be clean and free of rips, holes or tears. Employees should wear name tags to clearly identify themselves with the public and to City staff. 1.8 Elevator and Escalator Core: Regular pedestrian ingress and egress to the garages are through the elevator and escalator core with landings on each floor of the garages. Maintenance and repair of the escalators, elevators, light fixtures and artwork within the elevator lobbies and escalator landing areas is provided by the Parking Operator and is funded through the parking system budget, as approved by the City. 1.9 Security Services: The Parking Operator is not responsible for providing regular security services; however, the Parking Operator shall monitor security cameras and promptly notify the City and the owner whenever problems or unusual circumstances occur regarding security, security equipment or security issues within the parking facilities. 1.10 Maintenance Services: The selected Parking Operator shall maintain the parking facilities in good order, condition and repair consistent with that of a First-Class Project. Should the parking facilities not be properly maintained according to the standard acceptable to the City and that of a First-Class Project, the City reserves the right, after reasonable notice and opportunity to cure, to clean the parking facilities and/or perform repairs or necessary maintenance activities. The City will deduct the cost of these services from the monthly compensation due to the Parking Operator. 1.10.1 Procurement: Purchases of materials and supplies that will be reimbursed by the City shall be subject to the procurement policies, ordinances and state laws applicable to the City. 1.10.2 Cleaning: The Parking Operator shall remove all papers, debris, refuse and surface waters and thoroughly sweep paved areas on a daily basis. The stairwells shall be swept and cleaned on a daily basis. No garbage or trash shall be permitted to accumulate, except in covered containers of a type approved by the City. The Parking Operator shall provide for regular trash collection services so as to maintain a clean and safe condition within the garage and the parking facilities. Trash receptacles shall be cleaned, as needed. The Parking Operator shall remove all oil and grease deposits from the parking surface on an as-needed basis. 1.10.3 Power Sweeping: Power sweeping shall be performed at the direction of the City and the Parking Operator shall be reimbursed for any direct expenses incurred. A written estimate must be approved by the City prior to service being rendered. 1.10.4 Steam Cleaning: Steam cleaning shall be performed at the direction of the City, and the Parking Operator shall submit in the budget a line item for steam cleaning. 1.10.5 Entrances: The Parking Operator shall maintain, repair, and replace parking area entrance, exit and directional signs, markers and lights required for safety and consistent with that of a First-Class Project. The Parking Operator shall periodically paint the curbs within the parking facilities to maintain a clean appearance. All work described in this paragraph shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for entrances. 1.10.6 Lighting and Back-up Generator: The Parking Operator shall clean lighting fixtures and re-lamp and re-ballast them as needed. The parking facility shall be kept lighted for security purposes seven days each week and uniformly distributed throughout the parking facility. Light bulbs shall be replaced no later than 24 hours from the time of failure. All work described in this paragraph shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for lighting. Back-up generators should be tested regularly according to the preventative maintenance recommended schedule. 1.10.7 Signage: The Parking Operator shall clean, maintain, and repair all existing signs in the parking facility, including parking rate signs, directional and other signage related to parking functions. The Parking Operator is not responsible for the directional signage pertaining to the elevator and escalator core, pedestrian-only landing areas and elevator lobbies. The Parking Operator may be required by the City to provide additional signage in the parking facilities from time to time, at the expense, subject to the approval of the City before installation. All work shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for signage. 1.10.8 Graffiti Removal: The Parking Operator will be required by the City to remove graffiti from the parking facilities and paint and touch up garage surfaces and fixtures, as necessary. The City will require that the Parking Operator utilize the most recent technology to adequately remove graffiti and paint over damaged areas to ensure that the work is commensurate with that of a First-Class Project. All work shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for graffiti removal. 1.10.9 Fire Alarm Monitoring: The Parking Operator shall respond appropriately to the activation of the fire alarm system within the parking facilities. 1.10.10 Electric Vehicle charging stations: The Parking Operator shall monitor the general operation of those stations within the facility and respond appropriately to the contracted vendor. 1.10.11 Other Services: The City reserves the right to request the Parking Operator to perform other services within the scope of the coop in special circumstances, the initial cost of which shall be assumed by the Parking Operator. The cost for these services will be reimbursed to the Parking Operator for the month incurred upon presentation of substantiating invoices, provided the Parking Operator obtained prior written approval from the City to perform these services at an agreed-upon price. Such services may include, but are not limited to, the purchase of equipment and supplies, the installation of materials and equipment, and the performance of special maintenance activities in connection to the operation of the garage. 1.10.12 Rights Reserved: The City reserves the right to perform services in special circumstances. Such services may include, but are not limited to, the operation of the parking facilities. 2.0 REQUIREMENTS 2.0 GENERAL REQUIREMENTS FOR GARAGE OPERATIONS 2.0.1 Operations Office: A central office and a records retention area are provided by the City in the Houston Street and Commerce Street Parking Garage at the Fort Worth Convention Center. A 24-hour telephone service shall be maintained for emergency contact with the Parking Operator. The selected Parking Operator shall provide this number to the City Manager or his or her designee and shall notify the Department of any changes. The selected Parking Operator shall ensure that the emergency number is answered at all times and that a response to any call will be provided within 30 minutes. 2.0.2 Reserved Spaces: No spaces shall be reserved for patrons or businesses without prior written approval by the City. 2.0.3 Restriction on Use: The Parking Operator, in its operation of the parking facilities, shall be subject to all orders, directions or conditions issued by the City, and all Federal, State, and Municipal Laws, Regulations and Codes. Other uses, including but not limited to storage of vehicles, film permit related usage, public and private events, and retail or wholesale commercial activities, are permissible only with a written request to and advance approval by the City. 2.0.4 Improvements and Alterations: No improvements, structures, facilities, alterations or additions shall be made in, to or upon the parking facilities by the Parking Operator without the prior written consent of the City Manager or his or her designee. 2.0.5 Non-Parking Revenues: The Parking Operator shall not enter into any agreements concerning non-parking uses of the parking facilities without the prior written consent of the City Manager or his or her designee. Non- parking uses include, but are not limited to, product promotions or commercial advertising on City property or on ticket stock. Any revenues generated by such non-parking uses shall be identified and reported each month as part of the total revenue from the garage. 3.0 MONTHLY COMPENSATION FOR THE OPERATION AND MANAGEMENT OF THE PARKING FACILITIES. 3.0 The monthly compensation shall be a fixed monthly management fee for the operation of the parking facilities, plus compensation for budgeted operating expenses. Operating expenses shall be reimbursed within 30 days of receipt of the invoice for the month for which they are incurred in accordance with Section 7.0. However, no budget item shall be exceeded without written authorization from the City. by the City in accordance with the proposed hourly rates listed in Section 8. 3.1 The Parking Operator will be paid a fixed compensation for the management fee, to be paid in twelve equal monthly installments. In addition, the Parking Operator will be reimbursed for all direct operating expenses in the approved budget. Operating expenses shall not exceed any budgeted line item without written authorization from the City. For parking personnel services provided at other City owned or operated parking facilities, the City shall pay the Parking Operator in accordance with Section 8. 4.0 BANK DEPOSIT OF REVENUES 4.0 Revenue Control, Collection, and Deposit Procedures: The Parking Operator shall implement revenue control procedures which account for parking fees collected and deposited, vehicles parked in the facility, tickets issued and collected and lost tickets. Daily reports and logs, which contain the name of the parking personnel who open and close the garage and lots, opening and closing ticket numbers, opening and closing car counts, time of opening and closing, time of change of shifts, and list of overnight vehicles with amount due, shall be maintained. Daily audits shall be conducted by the Parking Operator, in addition to monthly reporting, complete audits, and surprise field audits shall be conducted periodically by the Operator. The Parking Operator will be required to implement a secure system for collecting and moving cash from the pay stations and parking booths to the on-site Parking Management Offices. The Parking Operator shall ensure that all collected revenues are accurately counted and must provide a safe(s) and security devices that will prevent theft or expose pilferage. A copy of the Revenue Control, Collection, and Deposit Procedures must be included as part of 4.1 Bank Deposit of Gross Revenues: The Parking Operator is responsible for the safekeeping of parking revenues at all times, including overnight and weekends, until they have been picked up by the armored transport carrier. The Parking Operator shall complete deposit documents and seal all funds (check, cash and coins) in an approved bank bag of all gross revenues collected daily from the parking facility. The Parking Operator shall transmit the daily listing of deposits to Treasury Department electronically immediately following the pick-up by the City is delinquent if not transported via the city-contracted armored transport carrier at the designated pick-up day of all revenue collected from the date of the last pick-up to the day before the pick-up upon which the revenues were collected. If the deposit is delinquent, for over 3 calendar days after the due date, the Parking Operator may be assessed up to ten percent (10%) of the amount of gross revenues due. Performance Bond to cover the amount due and late payment charges. 4.2 Change Fund: The Parking Operator shall be issued a change fund in order to maintain adequate starting banks and for the purposes of managing daily activities. The change fund account shall cover all change or replenishment needed for the parking booths and pay stations. Parking Operator is responsible for the safekeeping of the change fund and should conduct regular audits of the change funds, including periodic and surprise audits. 5.0 PERFORMANCE CRITERIA AND MONITORING 5.0 Should the Parking Operator fail to commence operation of the parking facilities in compliance with the start-up date, the City reserves the right to assess the Parking Operator penalties in the amount of $15,000 per day. 5.1 Meetings Between Parking Operator and City Management Meetings between the Parking Operator and responsible City staff will be held, at the direction of the City each month or at least once per quarter or at a mutually agreed upon site, at a mutually agreed upon time. This meeting will review all fundamental operations performance indices and any other key operational issues which the City requests to have presented. Key performance data shall be recorded as a monthly performance summary consolidated into a quarterly review document. A gap analysis between performance level and operational targets will be discussed and reviewed and action items drawn up to close the gaps identified at t he meetings. 5.2 Problem and Complaint Abatement/Maintenance of a Written Log: The Parking Operator shall resolve any operational problems and/or patron complaints and accurately report these problems and/or complaints to the City within twenty-four hours and follow up with a written report within ten days of the incident. The Parking Operator shall maintain a written log of all complaints, injuries and accidents, security problems, damage to the facilities and equipment, and other unusual incidents occurring on the parking facilities. The Parking Operator shall note the location, dates and times, as well as the action taken or the reason for non- action. The log shall be available for inspection by the City staff at all reasonable times and consistent with established retention schedules. 5.3 Reporting Requirements: The Parking Operator will be required to submit monthly reports. 5.3.1 Monthly Summary of Parking Operations: A Monthly Summary of Parking Operations Report shall be turned in no later than the fifteenth of the month following the reporting period. Information to be reported includes, but is not limited to, the parking utilization of the parking facilities and permitted non- parking uses, corresponding revenues, payment due the Parking Operator and/or the City, ticket usage, unusual incidents occurring in the garage such as security problems, damage to facilities or equipment, citizen complaints, and other actions that are noteworthy but not specifically covered in other reports. The report should also include recommendations for revenue enhancements. These reports are to be submitted to the City. 5.3.2 Incident: Any occurrences in the parking facilities involving fire and law enforcement authorities or reports of personal injury resulting from incident(s) in the parking facilities shall be immediately reported to the Transportation & Public Works (TPW) Administrative Services Manager and Public Events Director or his or her designees and must be followed by a written incident report and submitted to the TPW Parking Services Manager and Public Events Director or his or her designees within seven calendar days of any such incident. 5.3.3 Approved Uses of the Parking Facilities Other Than Regular Fee Parking: The Parking Operator will be required to immediately advise the City of the nature of any requests for use of the parking facilities other than for regular fee parking. Any such use shall be approved in advance, in writing, by the City. 5.3.4 Parking Operator's Books and Records/Audits and Inspections: After execution of the Operating Agreement, City staff will meet with the Parking Operator to review record-keeping methodologies in place and recommend changes, as necessary to ensure adequate reporting to the City. 5.3.5 At any time during normal business hours and as often as the City may deem necessary, the Parking Operator shall make available to the City for examination, all books, ledgers, journals and accounting records which reflect receipts derived from the operation of the garage as well as accounting records pertaining to expenditures relative to the operation and maintenance of the parking facilities. The City shall have the authority to audit, examine and make excerpts or transcripts from records, including but not limited to, all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other documents or statistical data relating to the operation of the parking facility. 5.3.6 The aforementioned records, and all source documents, including, but not limited to tickets/ticket stubs, receipt for monthly parking, logs, validation receipts, daily bank deposit slips, invoices of services and other related records, should be retained by the Parking Operator for a period of not less than three (3) years or until the examination of the source documents are completed and the audit reports are finalized. Destruction of records must be authorized in writing by Public Events department, Transportation & Public Works Parking Services and Records Management. 5.3.7 In the event that the Parking Operator fails to provide the City with the requested documents, including but not limited to books, ledgers, journals, accounting records or source documents during the examination and audit, the Parking Operator shall be fined a penalty of $10,000 and the City shall have the right to terminate the Operating Agreement. 5.3.8 In the event that the City discovers any unreported revenues during the examination and audit, the Parking Operator will pay the City the entire unreported amount and a penalty of five hundred dollars ($500) for every incident, and one percent (1%) accrued interest per month. An additional one percent (1%) interest may apply until the requested unreported revenue(s) is/are fully paid. The Operating Agreement may also be terminated as a result of the discovered unreported revenue(s). 5.3.9 The City reserves the right to dispatch auditors of its choosing to the parking facilities. The Parking Operator shall provide an adequate private working area for the auditor. The auditor(s) shall have ready access to a photocopy and facsimile machine. The auditor(s) shall be allowed to interview any employees of the Parking Operator. 5.3.10 Parking Operator shall agree that examination of the Parking books and records are made in accordance with generally accepted auditing standards applicable in the circumstances and that as such, said examination does not require a detailed audit of all transactions. Testing and sampling methods may be used in verifying reports submitted by the Parking Operator. Deficiencies ascertained by the use of such testing and sampling methods, by applying the percentages of error obtained from such testing and sampling to the entire period under examination, will be binding on the Parking Operator and shall be admissible in court to prove any amounts due the City from the Parking Operator. This shall not prevent the Parking Operator from producing all actual records and figures in court to rebut the sampling method. The City shall then conduct an audit of all the records for the audit period. In the event the deficiency ascertained is 2% or more of the amount reported to the City, the Parking Operator shall pay the City for the entire cost of the audit. 5.3.11 Parking Operator Performance: The City may conduct annual evaluations Evaluations will be based on a number of criteria, including the quality of the work product or service performed, revenue controls, cost containment, labor forecasting, facility management, the timeliness of performance, financial issues, and the expertise of personnel that the Parking Operator assigns to the contract. Annual evaluations will be considered prior to approval of any extension of the term of the agreement. 5.3.12 Valet Services: The City desires to provide valet services upon request for certain events. Operator must submit a proposal for the management and operation of the exclusive valet services at the Fort Worth Convention Center Parking Garages. 6.0 EQUIPMENT 6.0 Prior to the commencement of parking operations, the selected Parking Operator shall be required to purchase certain equipment and supplies to operate the parking facilities in a manner consistent with that of a First-Class Project, as detailed below: 6.1 Parking Management Office: The parking facilities contain a Parking Management Office located in the Houston Street Parking Garage. The selected Parking Operator will be required to equip the Parking Management Offices with adequate resources, including but not limited to, office furniture, personal computers, printers, telephones, office safe(s), facsimile machine, photocopy machine, time clock, and any other equipment or materials necessary to effectively administer the office. The equipment shall remain the property of the Parking Operator unless costs are reimbursed by the City. Equipment purchased by Parking Operator and reimbursed by the City is considered City property. 6.2 Radios: The Parking Operator will be required to obtain two-way radios or similar devices to facilitate communications between managers, supervisors, and parking staff. Costs associated with the two- sole expense and such equipment will remain the property of the Parking Operator. All radios or similar devices shall be operational during business hours. 6.3 Revenue Control Equipment: The parking facilities are furnished with an Amano- McGann revenue control system and remotely linked to the City, Department of Transportation & Public Works, Parking Services Division and Public Events Department. The Parking Operator will provide City access to the revenue control equipment as deemed necessary by City. The Parking Operator will enter into a maintenance service contract for preventative maintenance and emergency service of the revenue control equipment which costs will be reimbursed by the City. 6.4 The Parking Operator will be required to oversee the operation of the revenue control equipment on a daily basis and work closely with the contract service vendor and the City to ensure that the equipment is fully operational during special events and high-volume periods. The Parking Operator will be required to monitor the service and repair of the revenue control equipment, including recording the removal of revenue control equipment parts by the service vendor, maintaining an accurate spare parts inventory and ensure the system is Payment Card Industry data security standard (PCI compliant). 6.5 The Parking Operator and its personnel will be expected to be trained in the proper use of the revenue control equipment and related software and the ability to generate comprehensive reports, including but not limited to, revenue and validation reports, occupancy counts and monitoring, equipment functions, and parking facilities usage counts. Parking Operator shall be financially responsible for any damages to the revenue control equipment due to negligence. All maintenance costs in excess of $5,000 must be approved by City in advance. 7.0 The selected Parking Operator shall be paid a fixed monthly management fee for the operation of the parking facilities, plus compensation for budgeted operating expenses. Operating expenses shall be reimbursed during the month for which they are incurred. However, no budget item shall be exceeded without written authorization from the CITY. OPERATOR shall submit an itemized statement to the CITY for its services performed, which shall include documentation setting forth in detail a description of the services rendered. The CITY shall pay OPERATOR the amount of such billing within thirty (30) days of receipt of same. PROPOSED MONTHLY MANAGEMENT FEE: $ PROPOSED OPERATING BUDGET: LABOR- TAXES & BENEFITS $ HOURLY WAGES per hour $ UTILITIES $ INSURANCE- GL $ SUPPLIES $ ROUTINE MAINTENANCE $ CONTRACTED SERVICES $ $ $ $ $ $ $ $ TOTAL: $ 8.0 The selected Parking Operator shall be paid an hourly rate for any parking personnel assigned to other parking facilities owned or operated by the CITY in accordance with the proposed hourly rates listed below: PROPOSED HOURLY RATES (MAY BE RANGES): CASHIER: $ PARKING MAINTENANCE ATTENDANT $ OTHER (List Title): o $ o $ o $ 9.0 The selected Parking Operator shall be paid a fixed fee for start-up costs in accordance with the submittal below. No budget item shall be exceeded without written authorization from the CITY. PROPSED START UP COST BUDGET: RECRUITMENT $ TRAINING $ PRE-EMPLOYMENT BACKGROUND CHECKS $ LABOR-TAXES & BENEFITS $ SUPPLIES $ $ $ $ TOTAL: $ Attachment A © 2024 Metropolis Technologies, Inc. Confidential and proprietary. EXHIBIT A SP+/Metropolis x City of Ft Worth July 15th, 2025 Houston and Commerce St Houston St Garage Ft Worth, TX Executive Summary Dear City of Ft Worth, We are thrilled to submit our extension proposal for SP+ parking operations at the Houston and Commerce St Garages. Our vertically integrated approach to parking operations and technology will create a continued remarkable parking experience and drive a significant gain in net operating income for the property. A few key takeaways as you review our proposal: As your current provider, we are uniquely qualified to serve the City of Ft Worth and are committed to providing cost-effective, first-class parking services for your customers while maximizing the bottom line. Our proposal is intended to demonstrate our resources and philosophy to achieve success in addition to our commitment to align our interests with that of the City. Co-Op: TIPS RFP 230505. Management Fee to be $22,680 Annually paid in Monthly installments of $1,890 per month All other costs to remain per the contract terms. Option to add Vision technology at any time in the future with $0 Cap Ex expense. Thank you, The SP+ Team © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 2 Our acquisition of SP+ is an exciting opportunity to bring together excellence in technology and operations. We're the new standard in parking, and we're scaling our platform to thousands of new locations and onboarding over 50M members. 360+ 50M+ © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 3 Comprehensive Working Knowledge of the Contract Through our fourteen (14) year incumbency operating the City of Ft Worth parking facilities, SP+ has developed and possesses a comprehensive, in- depth working knowledge of all City of Fort Worth parking services, operations and requirements that are necessary to manage these facilities efficiently and profitably on behalf of the City. This includes maintaining productive working relationships with key Stakeholders. Our value proposition for the City is based on strict adherence to the Scope of Work, and enables the City to meet and exceed all of its while offering seamless, uninterrupted parking operations and ancillary contract services to the public; with an eye towards future roll outs, innovation and integration. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 4 Portfolio of Services Our ability to deliver a portfolio of services as a single provider simplifies the administrative burden on our clients while enabling them to leverage the economic benefits of having a single relationship. Because our clients have only one reporting relatefficiently deliver a range of services than typically possible through multiple providers. built on integrity and innovation, laser-focused on delivering the highest integrating new technologies, on-line interactive marketing programs, parking amenities and customer service programs, revenue control, financial reporting, expense containment, employee professionalism, and proactive management. Our operations maximize facility profitability while at the same time making parking a first-class, enjoyable experience. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 5 Municipal Parking Subject Matter Expertise Another key distinction about our firm is the fact that our sole focus at SP+ Municipal Services is the provision of parking management services to municipalities, institutions, and governmental agencies, and with over 200 such organizations as our clients, including the City of Fort Worth, we are the most experienced municipal parking managers in the country. Our SP+ Municipal Services operating group offers a wide-array of parking management services backed by the collective capabilities we employ in operating approximately 3,600 parking facilities in over 350 cities throughout the United States and Canada, and collecting over $3 billion in annual parking revenues. We manage parking (on- and off-street), meter management and enforcement operations, provide maintenance services, and operate shuttle bus and ground transportation operations serving municipalities, universities, airports and other institutions throughout the United States and Canada. We have a dedicated Municipal On and Off-Street team that specializes in municipal parking operations. Clients include (among others): The Cities of Portland, OR, Denver, Colorado Springs, and Manitou Springs, CO, Santa Monica, Anaheim, Newport Beach, Riverside, Santa Ana, Los Angeles, San Jose, Oakland, Palo Alto and San Mateo, CA; Tampa and Miami Beach, FL; Great Falls, MT; Bloomfield and the NJ Transit Authority, NJ; New Orleans, LA; Cambridge, MA; Navy Pier, McCormick Place, and the Chicago Park District in Chicago, IL, just to name a few. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 6 Relevant Experience Adding to our value proposition, the City of Fort Worth benefits from the relevant experience we have gained operating on behalf of more than 100 special event venues, convention centers and stadiums across the country, where we have planned and managed some of from a parking management perspective); domestically and internationally, including the past 16 Super Bowls, 6 Olympic Games, NASCAR Races, NBA, NHL and MLB All-Star games, and dozens of others. We have the proprietary knowledge and ability to continue delivering superior products and services to the City of Fort Worth. Our confidence is founded in the decades of experience we have planning for and operating other world-class venues whose expectations, requirements At those facilities and at the subject operations, SP+ handles the full spectrum of event access considerations; everything from cash collection and parking pass verification to employee shuttle services. We also handle parking and transportation at performing arts and concert venues that host hundreds of unique events each year, requiring specialized and rapid response capabilities. Designing enhanced access packages unique to these venues and their patrons is one of our trademark services. In short, SP+ has the experience to understand what will be required at these operations, the human and Company resources to ensure appropriate coverage and the expertise to bring all of these elements together to deliver a customer experience on behalf of the City of Fort Worth that is second to none. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 7 Our City of Fort Worth Team Our remarkable City of Fort Worth team, led by Janet Van Slyke , Operations Manager (a 10 year industry veteran), Matt Hantelmann, Senior Operations Manager experience), is comprised of the most experienced parking management professionals in the country. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 8 Event-Driven and Large Venue Experience SP+ performs a multitude of services at various venues around the country. As a result, when it comes to external venue operations, we have experienced just about every possible through an objective point of view. Through our collective, in-depth understanding of delivering safe, customer-driven plans and of the fundamental issues impacting event operations, melded with our ability to make informed decisions about customer service, costs, emergencies, safety and operating efficiencies thoroughly prepares us to provide exemplary service for any event. The breadth and depth of the expertise and resources we offer is without peer. We invite you to visit www.metropolis.io to learn more. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 9 Management Fee and GL Cost Monthly Management Fee: $1,890/Mo General Liability Insurance: $1,714/Mo, adjusted per contractual intervals. Term: 3 Years with 3 one year renewal options Method: TRIP #230505Co-Op © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 10 All Metropolis locations are connected by the same platform so members have easy access to every location within our network. Today, the platform is deployed across hundreds of locations throughout the country. 360 + 50M + © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 11 We build technology to identify vehicles, secure access to parking facilities, and process automatic payments. We're also the parking operator, where we leverage both the physical and digital world to create insightful data, to deliver an unparalleled level of service to property managers, tenants, and guests. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 12 Monthly, daily, and visiting drivers save contact, vehicle, and payment details to become members a new concept for parking. This simple registration unlocks a powerful experience: you drive in, you drive out, and a receipt is waiting in your inbox before you're back on the road. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 13 Metropolis drives demonstrably stronger financial outcomes for partners. Our platform replaces all third-party hardware, technology, and revenue control systems, along with their ongoing repair and maintenance charges. Metropolis is an elevated and remarkable parking experience. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 14 O a 0 a� � � �^ i.i � U � � O L � Q � i .� � �'A V/ � � � � V/ � � � . � � O � � � � � � ■� L � i � a L � 0 � 0 � U C (� C N � C .� � � � � c a� E � 0 a � � N t � � C � •L O � U > � O � U � >, Q � � � 6 N � � U � � � � Q � (6 � � � � '> 0 � � � � � � c� � � � •Q � Q � 0 � � � G � O � � L 0 O i--� a"1 � � � � � O � :� � > L � � � E � >°' o > U � _ � � N d � L,L � �^+ W � � •� � W � � �a a� a� J � � L L � � � � � � � � �� O U � �� � U � � L � � � L (J) N � •� � � � � 0 � � � � Q � i � � � � C � �fn N � � � 0 � .S � � Q � � O .Q � � � O O cn O 'V U � � — (� p N � � � � N +� � . � +r L Q�(D � "� � � � 3 � � � � � N � � � � c L O +-�a-+ + � Q � i-+ Q Q � � U '— L t � C � � � L � 0 � > 2 i-+ o � � \ � 0 �, � � O � � N O � +r a � c� o � a� � � �� .� � � � a 0 -� � � � c a� -o 0 U c N N O � � � 0 0 � N O � � © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 16 Simple and transparent pricing, with incentive to drive more revenue Metropolis rejects the cost-plus model and instead leverages a SaaS model and payment-related fees to drive asset- level performance, increase transparency, and reduce opex for real estate partners. We earn revenue in two ways: 1 2 Metropolis Platform Fees from Partners Service Fees from Consumers Monthly per space fee that covers provisioning of the entire Metropolis platform, which would not exceed the existing Management Fee, including access control, specialist applications, data portal and dashboard access, and frequent software updates. Transaction-based fees that are paid by the end consumer to help offset operating costs to real estate partners. These fees cover Metropolis communications (SMS, email), cloud computing, and other utilization-based costs. Subject to the then-current terms and conditions. Summary of economic terms No Upfront Hardware Investment Required from City of Ft Worth - $0 capex required from ownership, versus thousands to upgrade the City facilities with new/upgraded PARCS equipment - Metropolis provides the necessary hardware and covers installation and maintenance costs to enable and activate the property (estimated $40K in capex) Term of Contract and Termination Rights - Metropolis fully covers necessary hardware and installation costs to enable the site - Same terms as in renewal contract © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 17 GU0 Slide 17 GU0 Let's update this to October 31, 2024 Guest User, 2024-09-18T17:19:52.445 © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 18 Switching is and . O N B O A R D I N G & I N S T A L L A T I O N D A Y S G O L I V E Confidential and Proprietary 2023 Metropolis.io 18 Our launch process + timeline We strive to transition operations seamlessly from a signed contract to go-live in 30 days, with all the upfront capex costs covered by Metropolis (an estimated $40K value). Preparation Installation Enrollment Go-Live Signage InstallationBranded signage installed in the parking lot/garage Location Goes Live Metropolis compared to current operations Metropolis launch team identifies locations prior to installation payment provisioned through Metropolis Customer Support Monthly Reporting © 2024 Metropolis Technologies, Inc. Confidential and proprietary. 19 Tenant Communication transition to Metropolis parking operations Property Review *Ownership Support Required � ����� R ' ��� � �' '/ �^' � VJ O U) L (6 � — O �� � W � . E Cp � � N � � N � � —♦� }2, VJ J TS �J L � � N � � � N N .� � � L � (0 � � � ` � 0 T � � � � � � O �� .� � � � � � � � O� L � 0 � � 0 � � c •� a� � o � � � � � � �� � O U � � � O � � � � � O � � � � c� c � a� � o � � � N � � o � � � � C L L � �, Q o i � � � � � L ,� � � � Z3=.� � � N co 0 � � � i :� °� La--� i� � 4% � -a ,c � � >' � o i ���, cQ �, � � '� a � � � � O � � O Q- r � '+� ��� � o � c � p � o �/� L/�� � � \V W � •= i � �� � � a� = �� � � a o � � � L �(, L � (B . � � > L '(n N L a =-� �����'� � � a�.� � � �U �.V � i � Q � � � � L mN � N +--� � Q � • C f6 � � � .� N Qi O V Q C c0 W Q O � N O � j �' � � O � � �� � �, o �� � � ., �� � � � � �1 U .� U � L L � � o � J � a� ��� � � N O � U L � �C � � O C � � � � � � N � fl. c� •a� � �? � � � 0 U V � fn � O � j � � QY � � +, �N � � vi Q �- -a � c�o o � c � }I � :n L Q� O� � +�+ �--i J ���oo a� � � � c � O .N V V o p c^' � O � W i � � � Q � � � � � �o�� � �� �� ++ (Q C •� C � N � � � �--� � � .J '+-� � � � � � � � Q ,� � � � N > Q d (�6 (6 N � � � � O � Qn U v O >, � �� o �o +r � � �, � � � � �� � 3 .o C) � � .a �ii = � U � � � � � � a� � Advanced Analytics Inform Staffing and Marketing Plans Available to all Metropolis landlords, our data dashboard enables smarter pricing and business development strategies. © 2024 Metropolis Technologies, Inc. Confidential and proprietary. Total Visits Over Time Duration of Visit Entries & Exits 21 � � ■� � � ca � � � �� s � ■� � � � � � � � � � � O V / �� � � ■� � ■ � � � � � � � � � os `~ � � � � � � � ��� ��� � U � C � .� N O � � N � Q � '_ -p � `� > O � W c� � � � � � � � C � � � � � C � > N � � V � � � � � N � � � Q � N � � (� V � � U � � C6 �+ � Q �p L (� C O N V � O � }, � � � ��� Q N L � � O � � O C^, L L L �y � L � � � � � L L "� � « . a ,.m.,...emr... .. o N T�� m��a<m�ti�.... a2 ..., m ,.. . m�.�.. c; ..ti.. ma��o �,...N.mti tiNN W � q m 10 F -� N-� N� v P ��n m ti m m n n ti ti N a � � .. .. . �n c d � c N M..m � �.,Ne,.mo ...................�RA�.,. � �'� ; - g� «N-..,� _ ..� e�v� . .. t, $ .,N,",� � �m���� _. c ; W � � ... in � ; -.' � w ry m m .. n .. .. ... Y a..�,� - - � m. N.. ....m.. T � t - C f o.na. rr�.. .. .....n.QiNi�iry �� N �O a 0 � �C C � � �� _ � x° T � a c 0 .N . � � � �� � U R � . � � , • Y � r tt'"- ��'' `. � � � � �.��C� �`�dad . � ?' '��r. _ � '�: �'.I� �,�T.. � � I� ■� ■� ■i I- .- .- � �� �� �� -- � .:■ t�; e � ���:��;�� - , ,� �. - � _-�',, -_� ,� -'�J1..�'�l,' .yyj i . � � ������� r , � / ` I' � � �� , ` l � . � ..,a / � � �' i'VI' _ 9�;�1�� i \ n �F \. � � .<_ �.. .i' . � ` \\ � •�� � -� °�� � � ' V' ;\ � � t � 1 �' \ j ' I r{ \ � � l A.`y I t: _ ��.� �� �r ��. � , 1,•� �41� EXHIBIT B 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 (whether offered through Pricing Form 1, Pricing Form 2, or in another accepted format) that you offer? Only may be excluded from this discount. Vendor must respond with a percentage from 0%-100%. The percentage discount that you input below will be applied to your "Catalog Pricing", as defined in the solicitation, for all TIPS Sales made during the life of the contract. You cannot alter this percentage discount once the solicitation legally closes. You will always be required to discount every TIPS Sale by the percentage included below with the exception of limited goods/services specifically identified 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. original proposal, if you cannot honor the discount on all goods and items now included or which may be added in the future with certainty, then you should offer a lesser discount percentage below. What is the minimum percentage discount that you can offer TIPS Members off of all goods and service pricing (whether offered through Pricing Form 1, Pricing Form 2, or in another accepted format) that you offer? 10% Page 9 of 31 pages Vendor: Metropolis 230505 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? Volume and Additional Discounts In addition to the Minimum Percentage Discount proposed herein, does Vendor ever expect and intend to offer additional, greater, or volume discounts to TIPS Members? Point(s) may be assigned for your response in the category of "Pricing" during scoring and evaluation. No 3 8 Yes, Vendor agrees 3 7 4 EXCEPTIONS & DEVIATIONS TO TIPS STANDARD TERMS AND CONDITIONS0 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 pro 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 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? Page 10 of 31 pages Vendor: Metropolis 230505 "Catalog Pricing" and Pricing Requirements This is a requirement of the TIPS Contract and is non-negotiable. 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. 3 9 YES Yes, Vendor agrees EXHIBIT C TIPS VENDOR AGREEMENT TIPS RFP 230505 MRO (Maintenance, Repair, and Operations of Facilities and Grounds) Supplies, Equipment, Tool Rental, Sales and Services government purchasing cooperative and Department of Texas Region 8 Education Service Center and (INSERT ENTITY NAME): Metropolis (ENTER ENTITY NAME] and this TIPS, a governmental entity and a national purchasing cooperative seeks to provide a valuable and necessary solution to public entities and qualifying non-profits by performing the public procurement solicitation process and awarding compliant contracts to qualified vendors. Then, where the law of a jurisdiction allows, instead of public entities and qualifying non-profits expending time, money, and resources on the extensive public procurement process, the use of TIPS allows public entities to quickly select and purchase their preferred products or services from qualified, competitively evaluated vendors through cooperative purchasing. 1. Purpose.The purpose of this Agreement is to identify the terms and conditions of the relationship between TIPS and Vendor. Public entities and qualifying non- procurements and agreements where the laws of their jurisdiction allow. TIPS Members are not contractual parties to this Agreement although terms and conditions of this Agreement may ensure benefits to TIPS Members. 2. Authority. The Parties agree that the signatories below are individual authorized to enter into this Agreement on behalf of their entity and that they are acting under due and proper authority under applicable law. 3. Definitions. a. TIPS Pricing: The specific pricing, discounts, and other pricing terms and incentives which Vendor submitted and TIPS approved for each respective TIPS Contract awarded to Vendor and all permissible, subsequent pricing updates submitted by Vendor and accepted by TIPS, if any. b. Authorized Reseller: A reseller or dealer authorized and added by a Vendor through their online TIPS Vendor Portal to make TIPS sales according to the terms and conditions herein. 4. Entire Agreement. submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement consists of the provisions set forth herein and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or clarifications issued in relation to the TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) entire proposal response to the TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, pricing, accepted responses to questions, and accepted written clarifications of All documentation and information listed is hereby incorporated by reference as if set forth herein verbatim. In the event of conflict between the terms herein and one of the incorporated documents the terms and conditions herein shall control. 5. Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not nties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective. 6. Vendor Identity and Contact Information. It is sole responsibility to ensure that all identifying vendor information (name, EIN, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal. TIPS Vendor Agreement Page 1 It is sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that 7. Initiation of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Once verified, Vendor must include the TIPS Contract Number on all purchase communications and sales documents exchanged with the TIPS Member. 8. TIPS Sales and Supplemental Agreements. The terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order assistance, etc., shall be contro entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. 9. Right of Refusal. otherwise required by law. 10. Reporting TIPS Sales. Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS Contract Nameand Number included) to TIPS at tipspo@tips-usa.com with in the subject line of the emailwithin three business days of 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. Contract(s) for cause at sole discretion. Please refer to the TIPS for more information about reporting sales and if you have further questions, contact the Accounting Team at accounting@tips-usa.com. 11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee Administration is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon receipt of payment, including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPSMember, the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of S against Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date TIPS Vendor Agreement Page 2 that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month deadline if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect TIPS Administration Fees due to TIPS pursuant to this Agreement. 12. Term of the Agreement. This Agreement with TIPS is for approximately five years with a one-year, consecutive option for renewal as described herein. Renewal options are not automatic and shall only be effective if offered by TIPS at its sole discretion. If TIPS offers a renewal option, the Vendor will be notified via email issuedto then-listedPrimary Contact. The renewal option shall be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by TIPS. Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor shall calculate the foregoing term as starting on the last day of the month that are anticipated as published in the Solicitation, regardless of the actual Effective Date. Exampleof Term Calculation Start Date: If the anticipated published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this example. Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term expiration date shall be five-years from the Term Calculation Start Date. Example of Contract Expiration Date: If the anticipated published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the -ay 31, 2028 in this example. Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the prior renewal term where applicable, and continue for the duration specified for the renewal option herein. Example of Option(s) for Renewal: In this example, if TIPS offers a one-year renewal and the Contract Expiration Date is May 31, 2028, then the one-year renewal is effective from May 31, 2028 to May 31, 2029. TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits. 13. TIPS Pricing.Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received r that TIPS Contract Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line-item in a TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services are included in or added to TIPS Pricing and approved by TIPS. TIPS reserves the right to review pricing update requests as specifically as line-item by line-item to determine compliance. However, Vendor contractually agrees that all ncrease limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS TIPS Pricing price increases and erein by reference. 14. Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE INDEMNITEES FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES,FEES, INCLUDING COURT COSTS, ATTORNEY S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, ITS OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREEDTO TIPS Vendor Agreement Page 3 BY TIPS. APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES ATTORNEY S FEES AS SET FORTH ABOVE, RECOVERY OF ATTORNEYS FEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY TEX. EDUC. CODE § 44.032(F). 15. Indemnification and Assumption of Risk Vendor Data. VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR S CONTACT INFORMATION, VENDOR S BROCHURES AND COMMERCIAL INFORMATION, VENDOR S FINANCIAL INFORMATION, VENDOR S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) ENDOR DATA TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY ANDALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDINGCOURT COSTS, ATTORNEY S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR. 16. Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and if it has accepted its indemnity obligation without qualification control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted. 17. Indemnity for Underlying Sales and Supplemental Agreements. Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not ions of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of goods and services and shall not be responsible for any claims arising out of 18. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. pursuant to Chapter 552 Texas Code (the Information or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or TIPS Vendor Agreement constitutes consent to the disclosure of Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees TIPS Vendor Agreement Page 4 that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law. 19. Authorized Resellers. TIPS recognizes that many vendors operate in the open market through the use of resellers or dealers. For that reason, TIPS permits Vendor to authorize Authorized Resellers within its Vendor Portal and make TIPS Sales through the Authorized Reseller(s). Once authorized by Vendor in the Vendor Portal, the Authorized Reseller(s) may make TIPS sales to TIPS Members. and; (3) TIPS Contract Name and Number under which it is making the TIPS Sale. Either Vendor or Reseller may report the sale pursuant to the terms herein. However, Vendor agrees that it is legally responsible for all reporting and fee payment as described herein for TIPS Sales made by Authorized Resellers. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. The Parties intend that Vendor agrees that it is voluntarily authorizing this Authorized Reseller and in doing so, Vendor agrees that it is doing so at its own risk and agrees to protect, indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to Authorized Reseller TIPS Sales made pursuant to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought or otherwise. Vendor of breach this Agreement. 20. Circumvention of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being completed may result in immedi opportunities at TIPS sole discretion. 21. State of Texas Franchise Tax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code. 22. Termination. A)Termination for Convenience. TIPS may, by written notice to Vendor, terminate this Agreement for convenience, specifying the effective date thereof. B) Termination for Cause. If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. C) Termination. If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. D)Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid TIPS invoice. discretion and that any Vendor may be removed from the TIPS program at any time with or without cause. This termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding termination and the Survival Clause term. E)Vendor hereby waives any and all claims for damages, including, but not limited, to consequential damages or TIPS Vendor Agreement Page 5 23. Survival Clause.It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein. 24. Audit Rights.Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of TIPS Pricing or TIPS Sales with thirty-notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with Vendor's TIPS Pricing, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non-compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. 25. Conflicts of Interest. The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of knowledge, this Agreement has been arrived at independently, and is awarded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement. 26. Volume of TIPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time. 27. Compliance with the Law. The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules, and regulations applicable to their entity in connection with the programs contemplated under this Agreement. 28. Severability. If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such term(s) or provision(s) shall be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law and the remainder of this Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless such holding causes the obligations of the Parties hereto to be impossible to perform or shall render the terms of this Agreement to be inconsistent with the intent of the Parties hereto. 29. ForceMajeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control 30. Immunity. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 31. Insurance Requirements. Vendor agrees to maintain the following minimum insurance requirements for the duration of this Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at - The coverages and limits are to be considered minimum requirements and in TIPS Vendor Agreement Page 6 no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Memberif aprojectorpending deliveryofanorder isongoing.Uponrequest, certifiedcopies ofallinsurancepolicies shallbefurnished to the TIPS or the TIPS Member. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS. General Liability: $1,000,000 each Occurrence/Aggregate Automobile Liability: $300,000 Includes owned, hired & non-owned Workers' Compensation: Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. If Vendor performs in multiple jurisdictions, Vendor shall maintain the statutory limits for the jurisdiction with the greatest dollar policy limit requirement. Umbrella Liability: $1,000,000 each Occurrence/Aggregate 32. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such breach. 33. Binding Agreement. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal successors, and assigns. 34. Headings.The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement. 35. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas. Any proceeding, claim, action, or alternative dispute resolution arising out of or relating to this Agreement or involving TIPS shall be brought in a State Court of competent jurisdiction in Camp County, Texas, or if Federal Court is legally required, a Federal Court of competent jurisdiction in the Eastern District of Texas, and each of the Parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or and contemplated transaction in any other court. The Parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the Parties irrevocably to waive any objections to venue or to convenience of forum. 36. Relationship of the Parties. Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them. 37. Assignment.No assignment of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in part by a Partyhereto without the prior written consent of the other Party. Written consent of TIPS shall not be unreasonably withheld. 38. Minimum Condition and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement. 39. Minimum Customer Support Requirements for TIPS Sales. Vendor shall provide timely and commercially reasonable support for TIPS Sales or as agreed to in the applicable Supplemental Agreement. 40. Minimum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order. 41. Minimum Vendor License Requirements. Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with TIPS Vendor Agreement Page 7 all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS Membersreserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation. 42. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, state, and federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and policies must be complied with even if not specified herein. 43. Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup:When performing work on site at a TIPS property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements. Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: policies. 44. Payment for TIPS Sales. as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicablepayment statutes. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS Administration Fee payment requirements as stated herein. 45. Marketing.Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and advertisements unless Vendor negotiates this term to include a specific acceptable-use directive. any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to tips@tips-usa.com. For marketing efforts directed to TIPS Members, Vendor must request and execute a separate Joint Marketing Disclaimer, at marketing@tips-usa.com, before TIPS can release contact information for TIPS Member entities for the purpose of marketing your TIPS contract(s). Vendor must adhere to strict Marketing Requirements once a disclaimer is executed. The Joint Marketing Disclaimer is a supplemental agreement specific to joint marketing efforts and has no effect on the terms of the TIPS Vendor Agreement. Vendor agrees that any images, photos, writing, audio, clip art, during the course of the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees, officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property 46. Tax Exempt Status of TIPS Members. Most TIPS Members are tax exempt entities and the laws and regulations applicable to the specific TIPS Member customer shall control. TIPS Vendor Agreement Page 8 47. Automatic Renewal Limitation for TIPS Sales. No TIPS Sale may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the terms is rendered void and unenforceable. 48. Choice of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Law" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS Sale agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a of clause that conflicts with these terms is rendered void and unenforceable. 49. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale 50. Indemnity Limitation for TIPS Sales. Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable. 51. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause provides for only voluntary and non-binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS orceable. In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement. TIPS Vendor Agreement Page 9 7/17/2023 Event Information Number: 230505 Title: MRO (Maintenance, Repair and Operationsof Facilities and Grounds) Supplies, Equipment, Tool Rental, Sales and Services Type: Request for Proposal Issue Date: 5/4/2023 Deadline: 6/16/2023 03:00 PM (CT) Notes: This is a solicitation issued by The Interlocal Purchasing System (TIPS), a department of Texas Region 8 Education Service Center. It is an Indefinite Delivery, Indefinite Quantity ("IDIQ") solicitation. It will result in contracts that provide, through adoption/"piggyback" an indefinite quantity of supplies/services, during a fixed period of time, to TIPS public entity and qualifying non-profit "TIPS Members" throughout the nation. Thus, there is no specific project or scope of work to review. Rather this solicitation is issued as a prospective award for utilization when any TIPS Member needs the goods or services offered during the life of the agreement. Page 1 of 31 pages ("220605") YOU DO NOT NEED TO RESPOND TO THIS SOLICITATION UNLESS YOU WISH TO REPLACE 210304 OR 220605 AT THIS TIME. IF YOU HOLD 210304 OR 220605, CHOOSE TO RESPOND HEREIN, AND ARE AWARDED ON THIS CONTRACT, YOUR 210304 OR 220605 CONTRACT WILL BE TERMINATED AND REPLACED BY THIS CONTRACT. THERE IS NO ADVANTAGE TO REPLACING YOUR 210304 OR 220605 CONTRACT WITH THIS CONTRACT UNLESS YOU ARE DISPLEASED WITH SOME LIMITATION, PRICING/DISCOUNTS OR OTHERWISE, THAT YOUR ENTITY SUBMITTED IN YOURORIGINAL 210304 OR 220605 PROPOSAL. Vendor: Metropolis 230505 230505 Metropolis Supplier Response 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 31 pages Vendor: Metropolis 230505 By submitting your response, you certify that you are authorized to represent and bind your company. Dana Wade dwade@metropolis.io Signature Email Submitted at 6/16/2023 11:51:12 AM (CT) Requested Attachments Vendor Agreement 230505 Vendor Agreement.pdf 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. 230505 Pricing Form 1 - Metropolis.xlsx Pricing Form 1 must be downloaded from the 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. 230505 Reference Form - Metropolis.xlsx The Reference Form must be downloaded from the 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 [Untitled] (4).pdf System, reviewed, properly completed, and uploaded to this location. This is the only way for Vendor to assert confidentiality of any information submitted. Conflict of Interest Questionnaire - Form CIQ No response Requirement Form CIQ applicable/instructed. If upload is required based on your response to those Attributes, the Conflict of Interest Questionnaire reviewed, properly completed, and uploaded at this location. 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. Metropolis Information Contact: david boozer Address: 1314 7th St Fl 5 santa monica, CA 90401 Phone: (713) 227-7943 Email: dboozer@metropolis.io Web Address: https://www.metropolis.io Pricing Form 1 Reference Form Page 3 of 31 pages Vendor: Metropolis 230505 (1).pdf Supplemental Vendor Information (Supplemental Vendor Information Only) No response Optional. If Vendor would like to display or include any brochures, promotional documents, marketing materials, or other Vendor Information for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Disclosure of Lobbying Activities - Standard Form - LLL No response 200 or Federal Provision - Byrd Anti-Lobbying Amendment 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 - IonWave eBid System, reviewed, properly completed, and uploaded to this location. Current Form W-9 2022 Metropolis Texas W-9 (6) (1) 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. 230505 Pricing Form 2 - Metropolis.xlsx Pricing Form 2 must be downloaded from the section of the IonWave eBid System, reviewed, properly completed as instructed, and uploaded to this location. Vendor Logo (Supplemental Vendor Information Only) No response Optional. If Vendor desires that their logo be displayed on their public TIPS profile for TIPS and TIPS Member viewing, Vendor may upload that logo at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Vendor Agreement Signature Form [Untitled] (3).pdf System, reviewed, properly completed, and uploaded to this location. If Vendor has proposed deviations to the Vendor Agreement, Vendor may leave the signature line of this page blank and assert so in the Attribute Questions and those shall be addressed during evaluation. Bid Attributes Pricing Form 2 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. 1 NO Page 4 of 31 pages Vendor: Metropolis 230505 Page 5 of 31 pages Vendor: Metropolis 230505 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. 2 No National Coverage Can the Vendor provide its proposed goods and services to all 50 US States? 3 Yes - All 50 States 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. 4 No response 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. 5 Metropolis is the only fully integrated parking management & technology company. Together, we power next- generation parking facilities. No more dislocated operations, hidden fees, or lost revenue. Maximize the value of your parking asset with Metropolis. Primary Contact Name Please identify the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of the contract. 6 Dana Wade Primary Contact Title Primary Contact Title 7 Director of Business Development Primary Contact Email Please enter a valid email address that will definitely reach the Primary Contact. 8 dwade@metropolis.io 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. 9 7025920755 Page 6 of 31 pages Vendor: Metropolis 230505 Primary Contact Fax 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 0 -31 Primary Contact Mobile 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 1 7025920755 Secondary Contact Name Please identify the individual who will be secondarily responsible for all TIPS matters and inquiries for the duration of the contract. 1 2 William Clay Secondary Contact Title Secondary Contact Title 1 3 SVP of Sales Secondary Contact Email Please enter a valid email address that will definitely reach the Secondary Contact. 1 4 wclay@metropolis.io Secondary 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 secondarily responsible for all TIPS matters and inquiries for the duration of the contract can be reached directly. 1 5 9408414995 Secondary Contact Fax 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 6 No response Secondary Contact Mobile 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 7 9408414995 Administration Fee Contact Name 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. 1 8 Dana Wade Administration Fee Contact Email Please enter a valid email address that will definitely reach the Administration Fee Contact. 1 9 dwade@metropolis.io Page 7 of 31 pages Vendor: Metropolis 230505 Administration Fee 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). 2 0 7025920755 Purchase Order and Sales Contact Name Please identify the individual who will be responsible for receiving and processing purchase orders and sales under the TIPS Contract. 2 1 Dana Wade Purchase Order and Sales Contact Email Please enter a valid email address that will definitely reach the Purchase Order and Sales Contact. 2 2 dwade@metropolis.io Purchase Order and Sales 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). 2 3 7025920755 Company Website Company Website (Format - www.company.com) 2 4 metropolis.io Entity D/B/A's and Assumed Names 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. 2 5 Premier Parking Primary Address Primary Address 2 6 144 2nd Ave N floor 3 Primary Address City Primary Address City 2 7 Nashville Primary Address State Primary Address State (2 Digit Abbreviation) 2 8 Tennessee Primary Address Zip Primary Address Zip 2 9 37201 Page 8 of 31 pages Vendor: Metropolis 230505 Search Words Identifying Vendor 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. 3 0 Metropolis, parking, parking technology, PARCS, Revenue access control, parking revenue, mobility, employee access, Parking revenue, parking revenue and access control system, parking system 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. 3 1 Yes Vendor's Principal Place of Business (City) In what city is Vendor's principal place of business located? 3 2 Nashville Vendor's Principal Place of Business (State) In what state is Vendor's principal place of business located? 3 3 Tennessee Vendor's Years in Business How many years has the business submitting this proposal been operating in its current capacity and field of work? 3 4 21 Certification Regarding Entire TIPS Agreement 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 TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted Does Vendor agree? 3 5 Yes, Vendor agrees Exhibit D 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. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who 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. OFFICE USE ONLY Date Received 1 Name of vendor who has a business relationship with local governmental entity. 2 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.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4 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 CIQ 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 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? Yes No 5 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. 6 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). 7 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 Exhibit D Conflict of Interest Questionnaire CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be 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 § 176.001(1-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 agencyand 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) A vendor 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 HEARING: M&C Review Page 1 of 2 CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas Create New From This M&C REFERENCE **M&C 25- 13P COOP TIPS 230505 DATE: 9/30/2025 NO.: 0921 LOG NAME: PARKING FACILITY MANAGEMENT TPW JJ CODE: P TYPE: CONSENT PUBLIC NO SUBJECT: (ALL) Authorize Execution of a Purchase Agreement with SP Plus, LLC, an Authorized Reseller of Metropolis Capital Holdings LLC or Affiliates, Using a Cooperative Contract to Provide Maintenance, Repair, and Operations (MRO) Services for an Annual Amount Up to $800,000.00, for the Initial Three Year Term with the Option to Renew for Two Additional One-Year Renewal Options in the Same Amount for the Transportation & Public Works Department RECOMMENDATION: It is recommended that the City Council authorize execution of a purchase agreement with SP Plus, LLC, an authorized reseller of Metropolis Capital Holdings LLC or affiliates, using The Interlocal Purchasing System (TIPS) cooperative contract to provide maintenance, repair, and operations (MRO) services for an annual amount up to $800,000.00, for the initial three-year term with the option to renew for two additional one-year terms in the same amount for the Transportation & Public Works Department. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize an agreement to provide maintenance, repair, and operational services to assist in the upkeep of the garages located on Houston Street and Commerce Street. The agreement will provide duties that include, but not limited to, parking maintenance, functional operation of parking assets, revenue collection, and parking enforcement. FUNDING: The maximum annual amount allowed under this agreement will be $800,000.00; however, the actual amount used will be based on the needs of the department and available budgets. Funding will be budgeted in the Other Contractual Services account within the Municipal Parking Fund for Fiscal Year 2026. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of the item. TIPS contracts are competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. TIPS Cooperative Contract No. 230505 was published on May 4, 2023, and May 11, 2023, and responses were opened on June 16, 2023. TIPS contracts offer fixed discounts. Staff reviewed the pricing and determined it to be fair and reasonable. AGREEMENT TERM: The initial term of the agreement will begin upon execution and expire on July 31, 2029, to correspond with the terms of the cooperative contract. RENEWAL OPTIONS: In accordance with the terms of TIPS Cooperative Contract No. 230505, there are options for two additional one-year terms. The spending authority for the renewal period, if exercised, will be in an amount up to $800,000.00. This action does not require specific City Council approval, provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33781&councildate=9/30/2025 10/2/2025 M&C Review Page 2 of 2 the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. SMALL BUSINESS ORDINANCE: This cooperative agreement request was submitted before September 1, 2025, preceding the implementation of the Small Business Program. Therefore, a waiver is not required. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and adoption of the Fiscal Year 2026 Budget by the City Council, funds will be available in the Fiscal Year 2026 operating budget, as appropriated, in the Municipal Parking Fund to support execution of the purchase agreement. Prior to an expenditure being incurred, the Transportation & Public Works Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount FROM Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount Submitted for City Manager's Office by: Reginald Zeno (8517) Jesica McEachern (5804) Originating Department Head: Reginald Zeno (8517) Lauren Prieur (6035) Additional Information Contact: Brandy Hazel (8087) Juby Jacob (8066) ATTACHMENTS 13P COOP TIPS 230505 PARKING FACILITY MANAGEMENT TPW JJ fid table.xlsx (CFW Internal) 2025 Form 1295 SP Plus.pdf (CFW Internal) SAMs.pdf (CFW Internal) SOS .jpg (CFW Internal) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33781&councildate=9/30/2025 10/2/2025