Safety and Communities Committee
October 13, 2025

- 1 -
10/13/2025 4:00:00 PM
www.modestogov.com
AGENDA
City of Modesto

SAFETY AND COMMUNITIES COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room.

Tenth Street Place, 1010 10th Street
Modesto, California
Monday, October 13, 2025 at 4:00 PM
Roll Call: Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
Alternates: Eric Alvarez, Nick Bavaro, David Wright, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
- 1 -
10/13/2025
- 2 -
10/13/2025 4:00:00 PM
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/95895497651
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 958 9549 7651
 Passcode: 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID: 958 9549 7651 Passcode: 84326

PUBLIC COMMENT PERIOD
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the - 2 -
10/13/2025
- 3 -
10/13/2025 4:00:00 PM
Committee Members and placed in the record but will not be read aloud during the meeting.

Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee member.

Consent

1. Consider an Agreement with Callander Associates to prepare conceptual design for the Pelandale Streetscape Improvement Project for a total amount not to exceed $327,543 and forwarding to Council for approval. (Funding Source: Measure H)  Motion recommending an Agreement with Callander Associates, of Gold River, CA, to prepare conceptual design for the Pelandale Streetscape Improvement Project in the amount of $297,766, plus $29,777, if needed, for an Agreement total amount not to exceed $327,543 and forwarding to Council for approval.

ENGINEERING SERVICES; Nathan Houx, 209-571-5526, [email protected] - 3 -
10/13/2025
- 4 -
10/13/2025 4:00:00 PM
Consent

2. Consider an Agreement for Sidewalk Assessment and Repair Services with Precision Concrete Cutting, of Oakland, CA, for a total amount not to exceed $1,670,990 over five years and forwarding to Council for approval. (Funding Source: Various Funds)  Motion recommending an Agreement with Precision Concrete, of Oakland, CA., by utilizing the Competitive Bid Process with The Interlocal Purchasing System (TIPS), for Sidewalk Assessment and Sidewalk Repair Services for a two year Agreement with three one-year extension options, for an estimated annual amount of $334,198, and a total amount not to exceed $1,670,990, over five years and forwarding to Council for approval.

ENGINEERING SERVICES; Nathan Houx, 209-571-5526, [email protected] Consent

3. Consider an Ordinance repealing and replacing Chapter 1 of Title 3 of the Modesto Municipal Code amending the City’s Fire Code to adopt the 2025 California Fire Code and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion considering an Ordinance repealing and replacing Chapter 1 of Title 3 of the Modesto Municipal Code amending the City’s Fire Code to adopt the 2025 California Fire Code and forwarding to Council for approval.

FIRE DEPARTMENT; David Bickle, 209-571-5553, [email protected] Consent

4. Consider an Agreement with Honeywell International, Inc. DBA US Digital Designs by Honeywell Tempe, Arizona for Software Maintenance and Hardware Repair Services for the Phoenix G2 Fire Station Alerting System total amount not to exceed $359,662 over five years and forwarding to Council for approval. (Funding Source:

General Fund)
 Motion recommending an Agreement with Honeywell International, Inc. DBA US Digital Designs by Honeywell Tempe, Arizona for Software Maintenance and Hardware Repair Services for the Phoenix G2 Fire Station Alerting System for a five-year Agreement in an estimated amount of $342,535 with a 5% contingency in the amount of $17,127 for an estimated total amount not to exceed $359,652 and forwarding to Council for approval.

FIRE DEPARTMENT; Kevin Wise, 209-572-9590, [email protected]

UNFINISHED BUSINESS

5. Presentation of the High Voltage Circuit Project. (Funding Source: Not Applicable)  Presentation of the High Voltage Circuit Project.

PUBLIC WORKS; Kevin Pierce, 209-342-2297, [email protected]

ADJOURNMENT
- 4 -
10/13/2025
- 5 -
10/13/2025 4:00:00 PM
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
- 5 -
10/13/2025

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 13, 2025
Date: September 22, 2025
TO: Safety and Communities Committee
Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Pelandale Streetscape Improvement Project Design Award CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider an Agreement with Callander Associates to prepare conceptual design for the Pelandale Streetscape Improvement Project for a total amount not to exceed $327,543 and forwarding to Council for approval. (Funding Source: Measure H) STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2025-2026 Strategic Plan Area of Focus: Quality of Life.

BACKGROUND:

Pelandale Avenue is an east-west roadway which traverses across northern Modesto. The roadway begins at the exit of Highway 99 and extends approximately four miles east to McHenry Avenue, where it transitions into Claratina Avenue. Classified as a Class B expressway, it accommodates an average of 24,000 drivers daily. The road passes through several residential neighborhoods, ensuring access for residents and enhancing community connectivity. Recent development along the corridor has also introduced a range of commercial establishments, including shopping centers, restaurants, and businesses, establishing it as a vital economic corridor in Modesto. Despite the roadway’s significant importance there are lengthy sections along Pelandale Avenue where drainage and landscaping enhancements are needed. Additionally, the absence of landscaping along the road’s shoulders and median diminishes the aesthetic look of the road. These conditions are objectives which this project aims to remedy.

The Pelandale Streetscape Improvement Project is the design to complete the final aesthetics on one of Modesto’s key roadways. This initiative will enhance both shoulders, median, and paved portions of Pelandale Avenue, spanning from just west of the intersection of Blue Bird #1..
- 6 -
Safety and Communities Committee, October 13, 2025
Pelandale Streetscape Improvement Project Design Award

Drive to McHenry Avenue, a total of approximately 3.5 miles. The improvements will enhance the avenue's aesthetic appeal with visually striking landscape on the underdeveloped shoulders and median.

DISCUSSION:

Currently, Pelandale Avenue from Blue Bird Way to McHenry Avenue is partially developed and has no landscaping designed or installed. This project will create the conceptual landscape design for this stretch of Pelandale Avenue, and it is critical to ensure a concept design is prepared that can be used to request new developments to install landscaping on Pelandale Avenue. In addition, this concept design will be used for the City to design and fund sections of Pelandale Avenue that already have completed adjacent development.

On April 8, 2025, the City Manager authorized the issuance of a Request for Proposals (RFP).

On April 24, 2025, the City’s Parks Planning and Development Division issued RFP #PPD25-04 for professional design consulting services for the Pelandale Streetscape Improvement Project.

Proposals were due on June 3, 2025; however, no bids were received at that time.

As no bids were received in July 2025, staff informally requested and received proposals from three vendors. A consultant selection committee was formed, and after a thorough review of the responses, the committee determined that Callander Associates is the most qualified to provide conceptual design for the Pelandale Streetscape Improvement Project.

Based on the results of the proposal review, staff recommend Council approve an agreement with Callander Associates, of Gold River, CA in the amount of $297,766, to prepare conceptual design for the Pelandale Streetscape Improvement Project.

In addition, staff recommends Council approve a 10% additional services budget in the amount of $29,777, to allow for additional services that may be required due to unforeseen conditions, delays, or expenses, for an agreement total not to exceed $327,543. This additional services budget does not commit the city to spend the additional funding but allows the Department Director to approve change orders up to the additional services limit, without further council action.

In accordance with Modesto Municipal Code 8-3.204(a), “Exceptions to Formal Bidding Requirements,” Agreements for Professional Services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. The approval for the Pelandale Streetscape Improvement Project to Callander Associates conforms to Modesto Municipal Code 8-3.204, subsection (a) as they provide professional services and at least three informal proposals were obtained.

FISCAL IMPACT:

Funding for this project is budgeted in CIP Project 101624 – Pelandale Street Landscape. No additional funds are needed at this time to complete the project.

ANTICIPATED AGREEMENT EXPENDITURES
Design Services Agreement – Callander Associates $ 297,766 10% Additional Services (if needed) $ 29,777
TOTAL $ 327,543
#1..
- 7 -
Safety and Communities Committee, October 13, 2025
Pelandale Streetscape Improvement Project Design Award

CEQA/NEPA REQUIREMENTS:

No environmental review is needed for this action as it is an administrative action.

Environmental review will be completed as part of the design process for this project.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with Callander Associates, of Gold River, CA, to prepare conceptual design for the Pelandale Streetscape Improvement Project in the amount of $297,766, plus $29,777, if needed, for an Agreement total amount not to exceed $327,543 and forwarding to Council for approval.

Approved by:

Toby Wells, Director of Engineering/City Engineer
Joseph P. Lopez, City Manager
Attachments:

1. Agreement – Callander

2. Callander Associates Financial Interest Disclosure Form #1..
- 8 -
-1-

STANDARD AGREEMENT

FOR CONSULTANT SERVICES

FOR THE PELANDALE STREETSCAPE IMPROVEMENT PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2025, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and CALLANDER ASSOCIATES, a California corporation, hereinafter referred to as "CONSULTANT".

This Agreement is made with regard to the following recitals:

A. The CITY has determined that CONCEPT DOCUMENTS should be prepared for the City for the PELANDALE STREETSCAPE IMPROVEMENT PROJECT.

B. CONSULTANT represents that it is qualified, willing, and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". The CONSULTANT shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to CITY.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until CITY’s acceptance of and payment for all services authorized by CITY #1..
- 9 -
-2-
and performed by CONSULTANT, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. CITY hereby gives CONSULTANT notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. CONSULTANT shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

CONSULTANT agrees to accept a sum not to exceed TWO HUNDRED NINTY-SEVEN THOUSAND SEVEN HUNDRED SIXTY-SIX AND 00/100 DOLLARS ($297,766.00) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit "A" attached hereto and for performance by CONSULTANT of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, CONSULTANT shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for #1..
- 10 -
-3-
any out-of-pocket costs paid by CONSULTANT in connection with work performed on this project.

Additional services may be authorized by the Director of Engineering Services in an amount up to, but not to exceed 10% of the agreed maximum compensation, or TWENTY-NINE THOUSAND SEVEN HUNDRED SEVENTY-SEVEN AND 00/100 DOLLARS ($29,777). In the event that additional services are deemed necessary, the CONSULTANT shall provide a written request to the Director of Engineering Services indicating the reason for additional work, scope and cost of such work. The Director of Engineering Services shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the Director of Engineering Services. In that event, the new total compensation shall not exceed THREE HUNDRED TWENTY-SEVEN THOUSAND FIVE HUNDRED FOURTY-THREE AND 00/100 DOLLARS ($327,543). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, CONSULTANT shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

CONSULTANT warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the CITY with the services contemplated by this Agreement. CONSULTANT further warrants that it will #1..
- 11 -
-4-
follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

CONSULTANT has represented to CITY that DAN MILLER,
LANDSCAPE ARCHITECT, will be the person primarily responsible for the performance of the services referred to in this Agreement. CITY has entered into this Agreement in reliance on that representation by CONSULTANT. CONSULTANT therefore agrees that TWENTY percent (20%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require without any additional cost to CITY. No reports shall be used by the CONSULTANT for purposes other than this contract without the express prior written consent of CITY.

Title to Data
If, as a part of the agreement, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to CITY upon the completion or termination of services under the Agreement.
#1..
- 12 -
-5-
All materials, documents, data or information obtained from the CITY data files or any CITY medium furnished to CONSULTANT in the performance of this Agreement will at all times remain the property of the CITY. Such data or information may not be used or copied for direct or indirect use by CONSULTANT after termination of this Agreement without written consent of the CITY.

7. NEWS AND INFORMATION RELEASE.

CONSULTANT agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from CITY.

8. CONFLICT OF INTEREST.

CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT. CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest.

CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.

9. AMENDMENTS.
#1..
- 13 -
-6-
Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for CITY or CONSULTANT to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, CITY will not be responsible to pay any charges CONSULTANT may incur in performing such additional services, and CONSULTANT shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY.

CONSULTANT, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. No agent, officer, or employee of the CITY is to be considered an employee of CONSULTANT. It is understood by both CONSULTANT and CITY that this Agreement shall not under any circumstances be construed or considered to create an employeremployee relationship or a joint venture.

CONSULTANT, its agents, officers, and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

CONSULTANT shall determine the method, details and means of performing the work and services to be provided by CONSULTANT under this Agreement. #1..
- 14 -
-7-
CONSULTANT shall be responsible to CITY only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this Agreement. CONSULTANT has control over the manner and means of performing the services under this Agreement. CONSULTANT is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONSULTANT.

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT 's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever.

It is further understood and agreed that CONSULTANT must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT's personnel.

As an independent contractor, CONSULTANT hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any #1..
- 15 -
-8-
contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the CITY in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the Agreement, CONSULTANT shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONSULTANT shall furnish a warranty of such right to use to CITY at the request of CITY.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:
#1..
- 16 -
-9-
FOR CONSULTANT: Name: Callander Associates
Address: 12150 Tributary Point Dr #140
Gold River, CA 95670
Attention: Benjamin W. Woodside
Phone: (916) 985-4366
E-mail: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Toby Wells
Phone: (209) 342-4712
E-mail: [email protected]

14. INSURANCE REQUIREMENTS.

During the term of this Agreement, CONSULTANT shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in Exhibit “C”, attached hereto and incorporated herein, and shall otherwise comply with the other provisions of Exhibit “C”. CONSULTANT is responsible for uploading updated insurance documentation to the City’s “PINS Advantage” program.

15. TERMINATION OF AGREEMENT.

Termination by CITY for Default of CONSULTANT
Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, at its option, CITY may terminate this Agreement by giving written notification to CONSULTANT. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of CITY's property by CONSULTANT, dishonesty or theft.

Termination by City for Convenience
#1..
- 17 -
-10-
The CITY may also terminate the CONSULTANT 's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the CITY is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the CITY that such termination is in the best interest and convenience of the CITY, or whenever the CITY is prohibited from completing the Work for any reason. The CITY shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the CONSULTANT with consultation with the CITY prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONSULTANT shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subconsultants except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any #1..
- 18 -
-11-
CONSULTANT or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates,summaries and such other information and material as may have been accumulated by the CONSULTANT in performing the Work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the Work and/or property related to the Work;
h. If CITY so requests, and at CITY's cost, CONSULTANT shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONSULTANT 's work on the project.
i. The CONSULTANT understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONSULTANT for that portion of CONSULTANT's services which were performed by CONSULTANT on the project prior to the termination date and #1..
- 19 -
-12-
which remain unacceptable and/or not useful to CITY as of the termination date.

CITY will pay CONSULTANT an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the CONSULTANT after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the CONSULTANT to appeal the City Manager, or his/her designee’s, decision to the City Council. The CONSULTANT shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.
#1..
- 20 -
-13-

16. CERTIFIED PAYROLL REQUIREMENT.

If CONSULTANT is performing “public works” as defined in Labor Code section 1720(a), CONSULTANT shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “A” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “A” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code.

In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit “A” are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request.

CONSULTANT must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “A”, including those set forth in Labor Code section 1770 et. seq.

17. INDEMNITY.

If CONSULTANT is Design Professional performing design professional services, as defined in California Civil Code section 2782.8, CONSULTANT agrees to indemnify, defend, and hold harmless the CITY, its agents, officers, officials, employees and volunteers, rom and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its employees, officials, officers, agents or agents in the performance of services under this Agreement, but this indemnity does not apply to liability for damages arising from the sole #1..
- 21 -
-14-
negligence, or willful misconduct of the CITY. The CITY agrees that in no event shall the cost to defend charged to the CONSULTANT exceed that CONSULTANT’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs. This duty to indemnify shall not be waived or modified by contractual Agreement or acts of the parties.

If CONSULTANT is not a Design Professional performing Design Professional Services, the CONSULTANT shall hold the CITY, its agents, officers, employees, and volunteers harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONSULTANT, or its agents, officers, officials, employees, or volunteers relating to or during the performance of its obligations under this Agreement, except for claims arising from the sole negligence of the CITY.

CONSULTANT's obligation to defend, indemnify, and hold the CITY, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for CONSULTANT to procure and maintain a policy of insurance.

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for #1..
- 22 -
-15-
enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

18. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

19. ATTORNEY’S FEES.

If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

20. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between CONSULTANT and CITY. Additional or new terms contained in this Agreement which vary from CONSULTANT's proposal are controlling and are deemed accepted by CONSULTANT by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are #1..
- 23 -
-16-
hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

21. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

22. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

23. AUDIT.

The CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONSULTANT's charges to City under this Agreement.

CONSULTANT agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for CONSULTANT services. CITY's representative shall have the right to reproduce any of the aforesaid documents.

24. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

25. HEADINGS NOT CONTROLLING.
#1..
- 24 -
-17-
Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

26. COMPLIANCE WITH LAWS.

CONSULTANT shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. CONSULTANT shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

27. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2025-____, adopted by the Council of the City of Modesto on the day of , 2025, and CALLANDER ASSOCIATES has caused this agreement to be duly executed in duplicate as of the Effective Date. (Signatures on next page)
#1..
- 25 -
-18-

CITY OF MODESTO, CALLANDER ASSOCIATE
a municipal corporation a California corporation*
BY: ________________________ BY: ________________________________ JOSEPH P. LOPEZ, City Manager BENJAMIN W. WOODSIDE, PLA ASLA, President/ Principal
BY: ________________________________
ATTEST:

MELISSA RUTH, PLA, ASLA,
Principal/ CCO (Seal)
(Seal)
BY: ___________________________
DIANE NAYARES-PEREZ, CMC City Clerk
(Seal)
Consultant’s Federal ID #94-3349947
APPROVED AS TO FORM:

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ________________________________
MATTHEW BRALEY, Risk Manager
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal
* LLC - signature of two (2) officers required
Partnership - signature of a partner required
Sole Proprietorship - signature of proprietor
required
#1..
- 26 -
Engineering Services Department
Parks Planning and Development Division
1010 Tenth Street, Suite 4400
Modesto, California 95354
Modestogov.com

EXHIBIT'A'

SCOPE OF WORK

CONCEPT DESIGN DOCUMENTATION FOR THE

PELANDALE STREETSCAPE IMPROVEMENT PROJECT

PROJECT BACKGROUND
Pelandale Avenue is a principle arterial roadway which traverses across northern Modesto. The roadway starts at the exit of Highway 99 and extends 4.26 miles east to McHenry Avenue, where it transitions into Claratina Avenue. Classified as a Class B expressway, it accommodates an average of 24,000 drivers daily. The road passes through several residential neighborhoods, ensuring access for residents and enhancing community connectivity. Recent development along the corridor has also introduced a range of commercial establishments, including shopping centers, restaurants, and businesses, establishing it as a vital economic corridor in Modesto. Despite the roads significant importance there are lengthy sections along Pelandale Avenue where drainage and landscaping enhancements are needed.

Additionally, the absence of landscaping along the road’s shoulders and median diminishes the aesthetic look of the road. These conditions are objectives which this project aims to remedy.

The Pelandale Streetscape Improvement Project is an exciting redesign of one of Modesto’s key arterial roadways. This initiative will enhance both shoulders, median, and paved portions of Pelandale Avenue, spanning from just west of the intersection of Blue Bird Drive to McHenry Avenue, a total of about 3.5 miles. The improvements will enhance the avenue's aesthetic appeal with visually striking landscape on the underdeveloped shoulders and median (see "Attachment A" for information regarding scope of work improvement areas).

PROJECT DESCRIPTION
The project will introduce median and shoulder landscapes using low-maintenance, drought-tolerant plants capable of thriving in challenging conditions, such as wind, pollution, and potential vehicle damage. Additional upgrades will include new streetlights, City-approved road signage, an efficient irrigation system, improvements to the layout of the existing avenue, and a surface positive stormwater drainage system. Careful consideration will be given to the placement and maintenance of the plants throughout the project. As part of the redesign, a Class 1 bike trail will need to be incorporated on the south side of the expressway along the stretch from Dale Road to McHenry Avenue. A traffic study will be needed to determine future decisions for changes to the avenue to accommodate for a Class 1 bike path, median locations, and provide design recommendations for the uncontrolled intersections at Blue Bird Drive and Honey Creek Road. Additionally, a streetlight analysis will also be required to determine future street lighting throughout the avenue.

As noted previously, certain sections of Pelandale Avenue have already been developed. For this design project, modifications may be required on the shoulders, medians, and avenue of previously developed #1..
- 27 -
sections. The section between Blue Bird Drive to Dale Road will require the introduction of a landscaped road median with possible median turn lanes at intersections depending on the traffic study results. The existing bus stop and sidewalk immediately west of Prescott Road will need to be extended to the canal.

Any other existing sidewalks should be integrated into the redesign where they are currently present.

All work completed to be compliant with City of Modesto & Caltrans Standard Specifications. Emphasis on value engineering, simplicity, quality design, and utilization of new and current energy and water saving technologies is critical to the success of this project.

The project will require an experienced full-service consultant (team) with the ability to evaluate the existing conditions and make recommendations in a wide range of design services including but not limited to: civil engineering, traffic engineering, electrical engineering, and landscape architecture.

The consultant selected will need to be familiar with all applicable adopted local building codes (City of Modesto), City of Modesto streets Design Standards, City Non-motorized Transportation Plan, and City of Modesto Standard Specifications. Many of these documents can be found via digital resources readily available through internet search engines and various webpages.

PROFESSIONAL SERVICES TO INCLUDE

1. CONCEPT DESIGN (BLUE BIRD DRIVE TO MCHENRY AVENUE)

1.1 City Meeting #1: Conduct an interdepartmental start up meeting to begin to determine the project intent, scope, budget, and timeline (meeting to be held in- person).

1.2 Topographic Survey: Receive and review all documentation related to existing site conditions as built.

Provide the services of a topographic land surveyor to provide boundary and topographic survey of 3.5 miles of Pelandale Avenue from Blue Bird Drive to McHenry Avenue.

Note: Location of underground facilities is limited to accuracy provided by record/as-built data and points of visible surface survey, and may not represent all underground facilities that exist. If, due to potential conflicts, “potholing” is required, time spent tying in utilities will be done under additional services.

1.3 Site Investigation: Perform visual analysis and become familiar with existing conditions and restraints. Document existing site conditions through photographs of the project area for use during the design process and public outreach.

1.4 Traffic Study: Provide the services of Kittelson & Associates, Inc. (Kittelson) to provide a traffic study to collect data and provide analysis to support the design of lane configurations and medians, as well as inform bicycle and pedestrian treatments. Tasks include:
a. Data Collection: Weekday traffic counts will be conducted during the AM (7- 9) and #1..
- 28 -
PM (4-6) peak periods. Full turn movement counts will be conducted at seven intersections on Pelandale Avenue:
i. Blue Bird Dr.
ii. Honey Creek Rd.
iii. Dale Rd.
iv. Prescott Rd.
v. Carver Rd.
vi. Tully Rd.
vii. McHenry Ave.

These intersection counts will also include counts of bicycle and pedestrian activity.

Additional video traffic counts will be conducted at up to four additional locations where Pelandale Avenue provides right-turn access only. These locations may include American Avenue, Detroit Lane and/or commercial or church driveways which carry significant traffic.

Kittelson will conduct field observations along the corridor during peak periodsto verify locations with safety or queuing concerns.
b. Traffic Operations Analysis: Kittelson will provide traffic operational analysis of up to 11 locations, including seven intersections and four right-turn-only locations, for the AM and PM peak hours and the following scenarios:
i. Existing conditions
ii. Existing traffic volumes, Traffic Concept
iii. Future traffic volumes with preferred concept (as designated by city) The growth rates for future traffic volumes on Pelandale Avenue and crossing streets will be derived from the City of Modesto version of the Stanislaus County regional travel model, consistent with the recent Modesto Oakdale Road corridor study. c. Design Recommendations: Kittelson will provide recommendations for treatments and conceptual design of bicycle and pedestrian facilities at each study location along the corridor. The recommendations will consider best practices and safety for all users.
d. Traffic Study: Kittelson will provide a draft traffic study that describes the data collection, operational analysis, and design recommendations. Kittelson will respond to one set of comments on the draft traffic study and update the traffic study once to provide a final traffic study based on public input received on the master plan.

1.5 Streetlight Analysis: Provide the Services of BenEn to perform lighting analysis from Blue Bird to McHenry to determine future lighting requirements using VISUAL software. A single alternative analysis will be prepared with results provided as graphic exhibits. It is #1..
- 29 -
assumed that standard lighting and equipment will be utilized in proposed concept.

1.6 Fire Hydrant Placement: BenEn to account for the introduction of fire hydrants every 1,000 feet from Blue Bird to McHenry in the conceptual design.

1.7 Concept Plan: Based on Meeting #1, site investigation, and documents received, prepare, and submit a concept plan and preliminary cost estimate of streetscape improvements.

In addition to an overall concept plan, prepare up to (6) six illustrative section and up to (6) six street level renderings of key locations along the corridor.

1.8 Outreach Program Development: Work with City staff to develop appropriate level of community and stakeholder outreach. Prepare written outreach plan to document meetings, dates, locations, materials, and outcomes. Proposed outreach coordination deliverables to include the following:
a. Providing electronic copies of deliverables prepared under other tasks for posting on the City’s project specific web page.
b. Prepare of meeting announcement fliers for Round One and Round Two public outreach for distribution by the City.
c. Prepare welcome signs, sign-in sheets and comment cards for two public outreach sessions.

1.9 Opportunities and Constraints Plan Development:
a. Prepare an opportunities and constraints plan
b. Existing conditions map (including completed phases of work) with opportunities and constraints superimposed
c. Program options board to include images of potential program elements that could work within the areas of focus
d. Prepare other supporting materials for the public workshop including existing photographs.
e. Up to (6) six illustrative typical street sections from each different sections along the corridor

1.10 Round One Public Outreach: Conduct public outreach meeting. a. Prepare and present formal presentation at one-(1) community meeting. b. Provide workshop agenda and written workshop summary. c. Provide the attendance of the project Civil Engineer and Traffic Engineer at Outreach meeting.

1.11 City Meeting #2: Conduct an interdepartmental review session to review City comments (meeting to be held in-person or virtually).

1.12 Concept Plan Revisions: Update conceptual plan, street sections, 3D renderings and cost estimate based on feedback received from round one public outreach meeting and City #1..
- 30 -
input during City Meeting #2.

1.13 Round Two Public Outreach: Conduct public outreach meeting. a. Prepare and present formal presentation at one-(1) community meeting. b. Provide workshop agenda and written workshop summary. c. Provide the attendance of the project Civil Engineer and Traffic Engineer at Outreach meeting.

1.14 Final Concept Plan: Update conceptual streetscape plan, sections, 3D renderings and cost estimate to final streetscape concept package based on feedback received from round two public outreach meeting.

5. ADDITIONAL SERVICES

5.1 All tasks not specifically noted above could be performed as additional services. These tasks would include, but not be limited to, all revisions or additional submittals required by the Client or any other agency’s review, other meetings, additional design studies, or other tasks not specifically noted in the foregoing. These services would be billed hourly or on a lump sum fee basis to be documented in a written additional services request to this agreement.

6. REIMBURSABLE EXPENSES

6.1 In addition to billing for the above services, we would bill for all printing and reproduction, delivery, horticultural soils samples, the communication and insurance surcharge, subconsultant administration and other reimbursable expenses as noted in the attached Standard Schedule of Compensation. You should establish a tentative budget for these expenses. These costs will be itemized on our invoice and compared monthly with the total allowances to assist you in monitoring these costs. Subconsultant administration markup is included within subconsultant fees below.
#1..
- 31 -
PROJECT MILESTONES:

Anticipated milestones for this project (all dates are tentative):

Milestone: Date:

Award Contract November, 2025
Concept Design Completion August 11, 2026
PROJECT COMPENSATION:

The following fees are based on the scope of work described previously in Exhibit “A”. Payments will be made on a monthly basis when portions of the tasks are completed. The monthly billing should include billable work hours at the Hourly Rates included in Exhibit “B”, any sub-consultant bills at the Hourly Rates included in Exhibit “B”, and verifiable documentation.

APPENDICES
Attachment "A"
Description: Hours: Amount:

Task 1
Concept Design
Subconsultant Reimbursable
CALA Reimbursable
$287,904
$200
$9,662
Additional Service (Not to Exceed 10%) $29,777
Grand Total (720.50) $327,543
#1..
- 32 -
Attachment “A”

CONCEPT DESIGN DOCUMENTATION FOR THE

PELANDALE STREETSCAPE IMPROVEMENT PROJECT
#1..
- 33 -
1 1
1 1 CLASS 1 BIKE PATH START CLASS 1 BIKE PATH CONTINUED 101624 -- SHEET NO. VAULT NO. JOB NO. DATE:

MODESTO, CALIFORNIA 1 OF 4 PAGES

PELANDALE STREETSCAPE
IMPROVEMENT PROJECT DRAWN BY: 03-06-2025 JR L1 NOT TO SCALE PHASE 1 - BLUE BIRD DRIVE TO DALE ROAD 1 NOT TO SCALE PHASE 2 - DALE ROAD TO CARVER AVENUE NOTES: 1. EXISTING EXPRESSWAY SHOULDERS TO REMAIN IN PLACE, PROTECTED FROM DAMAGE BUT REDESIGNED TO INCORPORATE LANDSCAPING. 2. EXPRESSWAY MEDIAN ON PELANDALE AVENUE, FROM BLUE BIRD DRIVE TO DALE ROAD, TO BE REDESIGNED TO INCLUDE A LANDSCAPED EXPRESSWAY MEDIAN. 3. EXPRESSWAY MEDIAN AND SHOULDERS ON PELANDALE AVENUE, FROM DALE ROAD TO AMERICAN AVENUE, TO BE DESIGNED TO INCLUDE LANDSCAPING. 4. SOUTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO INCLUDE A CLASS 1 BIKE PATH BEGINNING AT DALE ROAD AND ENDING AT MCHENRY AVE. 5. NORTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO BE LANDSCAPED ONLY. EXISTING SIDEWALKS AND BUS STOPS MUST BE INCORPORATED INTO THE DESIGN. 6. EXPRESSWAY SUBJECT TO REDESIGN AS NEEDED TO ACCOMMODATE LANDSCAPING AND CLASS 1 BIKE PATH.

BLUE BIRD DRIVE
2 MATCH LINE "A" - SEE SHEET L1
MATCH LINE "A" - SEE SHEET L1
MATCH LINE 'B" - SEE SHEET L2

DALE ROAD

DALE ROAD AMERICAN AVENUE SYMBOL DESCRIPTION EXPRESSWAY MEDIAN IMPROVEMENT AREA NORTH EXPRESSWAY SHOULDER IMPROVEMENT AREA SOUTH EXPRESSWAY SHOULDER IMPROVEMENT AREA EXISTING BUILT EXPRESSWAY SHOULDER NORTH 1 LEGEND LIMIT OF WORK #1..
- 34 -
1 CLASS 1 BIKE PATH CONTINUED THIS AREA ONLY - CLASS 1
1 1
1 CLASS 1 BIKE PATH CONTINUED 101624 -- SHEET NO. VAULT NO. JOB NO. DATE: 2 OF 4 PAGES DRAWN BY: 03-06-2025 JR L2 NOT TO SCALE PHASE 2 - DALE ROAD TO CARVER AVENUE 1 NOT TO SCALE PHASE 2 - DALE ROAD TO CARVER AVENUE
2NOTES: 1. EXISTING EXPRESSWAY SHOULDERS TO REMAIN IN PLACE, PROTECTED FROM DAMAGE BUT REDESIGNED TO INCORPORATE LANDSCAPING. 2. EXPRESSWAY MEDIAN AND SHOULDERS ON PELANDALE AVENUE, FROM AMERICAN AVENUE TO PRESCOTT ROAD, TO BE DESIGNED TO INCLUDE LANDSCAPING. 3. EXPRESSWAY MEDIAN AND SHOULDERS ON PELANDALE AVENUE, FROM PRESCOTT ROAD TO CARVER ROAD, TO BE DESIGNED TO INCLUDE LANDSCAPING 4. SOUTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO INCLUDE A CLASS 1 BIKE PATH BEGINNING AT DALE ROAD AND ENDING AT MCHENRY AVE. 5. NORTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO BE LANDSCAPED ONLY EXCEPT WHERE NOTED OTHERWISE. EXISTING SIDEWALKS AND BUS STOPS MUST BE INCORPORATED INTO THE DESIGN. 6. EXPRESSWAY SUBJECT TO REDESIGN AS NEEDED TO ACCOMMODATE LANDSCAPING AND CLASS 1 BIKE PATH.

MATCH LINE "D" - SEE SHEET L3
MATCH LINE "C" - SEE SHEET L2
MATCH LINE "C" - SEE SHEET L2
MATCH LINE 'B" - SEE SHEET L1

AMERICAN
AVENUE

PRESCOTT
ROAD

CARVER ROAD PRESCOTT
ROAD

MODESTO, CALIFORNIA

PELANDALE STREETSCAPE

IMPROVEMENT PROJECT SYMBOL DESCRIPTION EXPRESSWAY MEDIAN IMPROVEMENT AREA NORTH EXPRESSWAY SHOULDER IMPROVEMENT AREA SOUTH EXPRESSWAY SHOULDER IMPROVEMENT AREA EXISTING BUILT EXPRESSWAY SHOULDER NORTH 1 LEGEND LIMIT OF WORK #1..
- 35 -
1 1 CLASS 1 BIKE PATH CONTINUED
1 CLASS 1 BIKE PATH CONTINUED 101624 -- SHEET NO. VAULT NO. JOB NO. DATE: 3 OF 4 PAGES DRAWN BY: 03-06-2025 JR L3 NOT TO SCALE PHASE 3 - CARVER ROAD TO MCHENRY AVE 1 NOT TO SCALE PHASE 3 - CARVER ROAD TO MCHENRY AVE
2NOTES: 1. EXISTING EXPRESSWAY SHOULDERS TO REMAIN IN PLACE, PROTECTED FROM DAMAGE BUT REDESIGNED TO INCORPORATE LANDSCAPING. 2. EXPRESSWAY MEDIAN AND SHOULDERS ON PELANDALE AVENUE, FROM CARVER ROAD TO TULLY ROAD, TO BE DESIGNED TO INCLUDE LANDSCAPING. 3. EXPRESSWAY MEDIAN AND SHOULDERS ON PELANDALE AVENUE, FROM TULLY ROAD TO MCHENRY AVENUE, TO BE DESIGNED TO INCLUDE LANDSCAPING. 4. SOUTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO INCLUDE A CLASS 1 BIKE PATH BEGINNING AT DALE ROAD AND ENDING AT MCHENRY AVE. 5. NORTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO BE LANDSCAPED ONLY. EXISTING SIDEWALKS AND BUS STOPS MUST BE INCORPORATED INTO THE DESIGN. 6. EXPRESSWAY SUBJECT TO REDESIGN AS NEEDED TO ACCOMMODATE LANDSCAPING AND CLASS 1 BIKE PATH.

CARVER ROAD

TULLY ROAD

TULLY ROAD
MATCH LINE "D" - SEE SHEET L2
MATCH LINE "E" - SEE SHEET L3
MATCH LINE "E" - SEE SHEET L3

MODESTO, CALIFORNIA

PELANDALE STREETSCAPE

IMPROVEMENT PROJECT
MATCH LINE "F" - SEE SHEET L4 SYMBOL DESCRIPTION EXPRESSWAY MEDIAN IMPROVEMENT AREA NORTH EXPRESSWAY SHOULDER IMPROVEMENT AREA SOUTH EXPRESSWAY SHOULDER IMPROVEMENT AREA EXISTING BUILT EXPRESSWAY SHOULDER NORTH 1 LEGEND LIMIT OF WORK #1..
- 36 -
1 1 CLASS 1 BIKE PATH CONTINUED CLASS 1 BIKE PATH END 101624 -- SHEET NO. VAULT NO. JOB NO. DATE: 4 OF 4 PAGES DRAWN BY: 03-06-2025 JR L4 NOT TO SCALE PHASE 3 - CARVER ROAD TO MCHENRY AVE 1NOTES: 1. EXISTING EXPRESSWAY SHOULDERS TO REMAIN IN PLACE, PROTECTED FROM DAMAGE BUT REDESIGNED TO INCORPORATE LANDSCAPING. 2. EXPRESSWAY MEDIAN AND SHOULDERS ON PELANDALE AVENUE, FROM TULLY ROAD TO MCHENRY AVENUE, TO BE DESIGNED TO INCLUDED LANDSCAPING. 3. SOUTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO INCORPORATE A CLASS 1 BIKE TRAIL. 4. SOUTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO INCLUDE A CLASS 1 BIKE PATH BEGINNING AT DALE ROAD AND ENDING AT MCHENRY AVE. 5. NORTH SIDE SHOULDER OF PELANDALE EXPRESSWAY TO BE LANDSCAPED ONLY. EXISTING SIDEWALKS AND BUS STOPS MUST BE INCORPORATED INTO THE DESIGN. 6. EXPRESSWAY SUBJECT TO REDESIGN AS NEEDED TO ACCOMMODATE LANDSCAPING AND CLASS 1 BIKE PATH.

MCHENRY
AVENUE
MATCH LINE "F" - SEE SHEET L3

MODESTO, CALIFORNIA

PELANDALE STREETSCAPE
IMPROVEMENT PROJECT SYMBOL DESCRIPTION EXPRESSWAY MEDIAN IMPROVEMENT AREA NORTH EXPRESSWAY SHOULDER IMPROVEMENT AREA SOUTH EXPRESSWAY SHOULDER IMPROVEMENT AREA EXISTING BUILT EXPRESSWAY SHOULDER NORTH 1 LEGEND LIMIT OF WORK #1.. - 37 -

EXHIBIT 'B'

HOURLY RATE SCHEDULE
Callander Associates Standard Schedule of Compensation 2025 Gold River & Reno Offices General
The following list of fees and reimbursable expense items shall be used in the provision ofservices described in the agreement. These amounts shall be adjusted in January, upon issuance of an updated Standard Schedule of Compensation:

Hourly Rates
2026 2027 2028 2029 2030
Principal $233 $240 $248 $255 $263 /hour
Senior Associate $217 $224 $231 $238 $245 /hour
Associate $202 $208 $214 $220 $227 /hour
Arborist/Construction Manager $202 $208 $214 $220 $227 /hour Senior Project Manager $188 $193 $199 $205 $211 /hour
Project Manager 1 $172 $177 $182 $188 $193 /hour
Project Manager 2 $164 $169 $174 $180 $185 /hour
Job Captain $149 $153 $158 $162 $167 /hour
Designer 1 $138 $142 $146 $151 $155 /hour
Designer 2 $128 $132 $136 $140 $144 /hour
Assistant Designer $115 $118 $122 $125 $129 /hour
Accounting $201 $207 $213 $219 $226 /hour
Senior Project Administrator $150 $154 $159 $163 $168 /hour Project Administrator $134 $138 $142 $146 $150 /hour
Reimbursement Expenses Rate
Expenses cost + 15%
printing and reproductions, postage and delivery, mileage, travel expenses (hotel / food), testing and outside services, and other project related expenses Communications and Insurance Surcharge 2.5% of total fees Subconsultant Administration 10% of Subconsultant Costs #1..
- 38 -
Bennett Engineering Services Rate Schedule | 2025-2030
Professional Staff Rate Schedule
Billing Classifications 2025-2026
Billing Rate
2026-2027
Billing Rate
2027-2028
Billing Rate
2028-2029
Billing Rate
2029-2030
Billing Rate
Engineer 10 $319 $329 $338 $349 $359
Engineer 9 $304 $313 $323 $332 $342
Engineer 8 $283 $291 $300 $309 $319
Engineer 7 $263 $271 $279 $287 $296
Engineer 6 $245 $252 $260 $268 $276
Engineer 5 $231 $238 $245 $252 $260
Engineer 4 $215 $221 $228 $235 $242
Engineer 3 $203 $209 $215 $222 $228
Engineer 2 $191 $197 $203 $209 $215
Engineer 1 $180 $185 $191 $197 $203
Designer/Tech 7 $206 $212 $219 $225 $232
Designer/Tech 6 $191 $197 $203 $209 $215
Designer/Tech 5 $170 $175 $180 $186 $191
Designer/Tech 4 $150 $155 $159 $164 $169
Designer/Tech 3 $135 $139 $143 $148 $152
Designer/Tech 2 $121 $125 $128 $132 $136
Designer/Tech 1 $105 $108 $111 $115 $118
Project Coord 3 $175 $180 $186 $191 $197
Project Coord 2 $150 $155 $159 $164 $169
Project Coord 1 $125 $129 $133 $137 $141
Project Admin 5 $180 $185 $191 $197 $203
Project Admin 4 $157 $162 $167 $172 $177
Project Admin 3 $132 $136 $140 $144 $149
Project Admin 2 $105 $108 $111 $115 $118
Project Admin 1 $90 $93 $95 $98 $101
Hawkins & Associates Engineering, Inc. 2025 Prevailing Wage Rate Schedule Service Hourly Rates
Land Planning $225.00
Senior Civil Engineer $225.00
Associate Civil Engineer $185.00
Project Manager $150.00
#1..
- 39 -
Project Designer $130.00
Design Technician $95.00
AutoCAD Draftsman $85.00
Land Surveyor $225.00
Assistant Surveyor $150.00
Survey Project Manager $130.00
Survey Party Chief $160.00
Survey Technician (Chainman) $130.00
Survey Party Chief with Rover $190.00
Administration $75.00
Clerical $60.00
Kittelson & Associates, Inc. Billing Rate Schedule Effective July 1, 2025 Staff Billing Rate
Senior Principal Engineer/Planner $315 - $360
Principal Engineer/Planner $285 - $310
Associate Engineer/Planner $240 - $280
Senior Engineer/Planner $210 - $235
Engineer/Planner $185 - $205
Transportation Analyst $165 - $180
Principal Data Scientist/ Developer $270 - $340
Senior Data Scientist/Developer $245 - $265
Data Scientist/Developer $195 - $240
Data Analyst/Software Developer $150 - $190
Software Technician $110 - $135
Associate Technician $195 - $210
Senior Technician $170 - $190
Technician II $150 - $165
Technician I $130 - $145
Office Support $100 - $125
#1..
- 40 -

EXHIBIT 'C'

INSURANCE REQUIREMENT FOR PROFESSIONAL SERVICES
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant his agents, representatives, employees or subconsultants.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

A.

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification, it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

Umbrella or Excess Coverage
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as #1..
- 41 -
broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Consultant’s policy shall be “primary and noncontributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Consultant’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Waiver of Subrogation
Consultant hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Modesto by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Consultant to purchase coverage with a lower retention or provide proof of the ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of consultant or subconsultant who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Claims Made Policies (applicable to Professional Liability only) #1..
- 42 -
If any of the required policies provide claims-made coverage:

A.

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subconsultants
Consultants shall require and verify that all subconsultants, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subconsultant’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
#1..
- 43 -

FINANCIAL INTEREST DISCLOSURE FORM
Any contract award to result from this RFP process and Proposer’s submission of a Proposal therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Proposer until all persons with a direct or indirect financial interest of greater than $2,000 in the Proposer are identified by name.

Proposer must therefore complete this Financial Interest Disclosure Form, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
Proposer shall identify any person with a financial interest in the Proposer by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Proposer less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Proposer meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Proposer is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:

First Name, Last Name
By signing this document, I agree to the information contained within.

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:

Benjamin W. Woodside, President

NONE/NOT APPLICABLE

CALLANDER ASSOCIATES
#1..
- 44 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 13, 2025
Date: September 18, 2025
TO: Safety and Communities Committee
Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Agreement with Precision Concrete Cutting for Sidewalk Assessment and Repair Services
CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider an Agreement for Sidewalk Assessment and Repair Services with Precision Concrete Cutting, of Oakland, CA, for a total amount not to exceed $1,670,990 over five years and forwarding to Council for approval. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2025-2026 Strategic Plan Area of Focus: Quality of Life.

BACKGROUND:

Modesto has a large backlog of deferred concrete repairs throughout the city. Measure H has provided a funding source to begin addressing the deferred maintenance. The Parks Planning Division (PPD) of the Engineering Service Department (ESD) is working to address the areas within parks. The Transportation and Engineering Division (TED) within ESD is incorporating these items in the design of Capital Improvement Projects (CIP). The Public Works department has staff to address some of these needed concrete repairs, but the number of repairs exceeds what Public Works staff can complete each year. Precision Concrete Cutting provides assessment, concrete cutting and crack filling services through a national purchasing agreement.

Precision Concrete Cutting uses a patented technology and cutting-edge techniques to provide full removal of trip hazards on uneven concrete. Their technology is very effective and less expensive than other conventional methods of concrete trip hazard mitigation and extends the life of existing concrete which in many cases avoids the high cost of concrete removal and replacement.
#2..
- 45 -
Safety and Communities Committee, October 13, 2025
Agreement with Precision Concrete Cutting for Sidewalk Assessment and Repair Services

DISCUSSION:

The Interlocal Purchasing System (TIPS) is a public agency operated purchasing cooperative which streamlines the procurement process by developing Request for Bids (RFB)s or Request for Proposals (RFP)s for national competitive solicitations that meet or exceed local requirements.

The competitive process is continually refined to best meet agency needs and allows TIPS to offer exceptional products from nationally acclaimed vendors.

On June 1, 2023, TIPS issued RCSP 23060202 for pavement and other related services. On July 14, 2023, proposals were electronically opened, and the list of all Proposers was made publicly available in the TIPS Procurement Portal. Thirty-five (35) proposals were received and based on the TIPS Proposal review committee and criteria outlined in the RFP, twenty-six (26) contracts were awarded, one of which was awarded to Precision Concrete Cutting.

Precision Concrete Cutting was awarded a contract with TIPS effective August 17, 2023, through August 16, 2025, with the option to extend for an additional two consecutive one-year terms that is currently extended until August 31, 2026. Through this contract, Precision Concrete Cutting has provided a quote for sidewalk assessment and repair services. The agreement with Precision Concrete Cutting will be used to continue the Measure H funded work of removing ADA and tripping hazards in the parks system, as well as by TED on a variety of their projects and be available to Public Works to augment their current concrete grinding and replacement efforts.

Based on the results of the solicitation and the City’s need for the services, City staff recommends award to Precision Concrete Cutting as one of the most responsive and responsible proposers for the sidewalk assessment and repair services identified by the TIPS procurement process, for an amount not to exceed $1,670,990 over five (5) years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served. Both requirements were met based on the Competitive Bidding Process selected by TIPS.

FISCAL IMPACT:

The agreement is structured so that any Department in the City could utilize the contract depending on need. The initial preliminary allocation for funding for this agreement will be coming from three different sources, however, it could be allocated differently depending on the various projects and sites and will be absorbed within the assigned project or operating budgets. The preliminary allocation is budgeted as follows:
#2..
- 46 -
Safety and Communities Committee, October 13, 2025
Agreement with Precision Concrete Cutting for Sidewalk Assessment and Repair Services

FUND Year 1 Year 2 Year 3 Year 4 Year 5
0160 – Measure H – Parks -
ESD
$100,000 $105,400 $111,091 $117,090 $123,415
OCIP – TED - ESD
(Cost Centers: Various CIPs)
$100,000 $105,400 $111,092 $117,090 $123,415
OCIP – Public Works
(Cost Center: Various CIPs)
$100,000 $105,400 $111,092 $117,090 $123,415

ESTIMATED ANNUAL
AMOUNT
$300,000 $316,200 $333,275 $351,270 $370,245
FIVE (5) YEAR TOTAL NOT

TO EXCEED
$1,670,990
For years two through five of the agreement, the agreement will increase by Consumer Price Index (CPI) percentage rate of 5.4% per year, bringing the five-year total not to exceed $1,670,990.

CEQA/NEPA REQUIREMENTS:

No environmental review is needed for this action as it is an administrative action. Environmental review will be completed, if needed, for specific maintenance projects.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with Precision Concrete, of Oakland, CA., by utilizing the Competitive Bid Process with The Interlocal Purchasing System (TIPS), for Sidewalk Assessment and Sidewalk Repair Services for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $334,198, and a total amount not to exceed $1,670,990, over five (5) years and forwarding to Council for approval.

Approved by:

Toby Wells, Director of Engineering Services/City
Engineer
Joseph P. Lopez, City Manager
Attachments:

1. Agreement with Precision Concrete Cutting with Exhibits

2. Cost Abstract for TIPS

3. RFP for TIPS

4. Precision Response to RFP

5. Precision Concrete Financial Interest Disclosure Form #2..
- 47 -
1 ANNUAL AGREEMENT – PRECISION CONCRETE FOR SIDEWALK ASSESSMET AND SIDEWALK REPAIR SERVICES, AGREEMENT NO. 311527
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Precision Concrete Cutting Inc., of Oakland, CA, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the SIDEWALK ASSESSMENT AND SIDEWALK REPAIR SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the SIDEWALK ASSESSMENT AND SIDEWALK REPAIR SERVICES as described in RCSP 230602, attached hereto as Exhibit “C” and made a part hereof (hereinafter called RCSP).

NOW, THEREFORE, the parties hereto mutually agree as follows:
#2..
- 48 -
2 1. THE WORK:
a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. b. CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d. CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT. e. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $334,198. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $1,670,990. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit C.

AGREEMENT PRICING

DESCRIPTION UNIT PRICE
Sidewalk Shaving $57.78 per inch-foot
Sidewalk Assessment $500 per sidewalk mile
Curb and Gutter Assessment $250 per curb and gutter mile

CAULKING AND PATCHING PRICING UNIT PRICE
Gap L (9/8" - 2") $68 per Lineal foot
Gap M (5/8" - 1") $34 per Lineal foot
Hole L (9" - 12") $185 per location
Hole M (5" - 8") $145 per location

2. PREVAILING WAGES:
#2..
- 49 -
3 In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “B” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “B” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit B are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “B”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: 20250602482

3. CITY REPRESENTATIVE:

CITY Representative: Nathan Houx, Parks Planning and Development Manager, 209-571-5526, [email protected]
The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. CONTRACTOR CONTACT:

Joseph Ortega, 650-576-4303, [email protected]

5. TERM OF AGREEMENT:
#2..
- 50 -
4 The term of the AGREEMENT shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five (5) years.

Year 1: November 12, 2025 through November 11, 2026
Year 2: November 12, 2026 through November 11, 2027
Year 3: November 12, 2027 through November 11, 2028
Year 4: November 12, 2028 through November 11, 2029
Year 5: November 12, 2029 through November 11, 2030
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

Price adjustments for diesel fuel fluctuations may be considered. Thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division and approved at the sole discretion of the CITY.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data.

6. INSURANCE REQUIREMENTS:

During the term of this AGREEMENT, CONTRACTOR shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit D to this #2..
- 51 -
5 AGREEMENT and shall otherwise comply with the other provisions of Exhibit D to this AGREEMENT.

The city utilizes a software program “PINS Advantage” where vendor is responsible for uploading and maintaining updated insurance.

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
• This AGREEMENT number
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax and total

8. INDEMNITY:

The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or #2..
- 52 -
6 administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active negligence of the City. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

9. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

10. ATTORNEYS’ FEES:

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
#2..
- 53 -
7 a. Proofs of insurance (approved by CITY Risk Manager); and b. Executed Agreement;
c. Contractor’s City of Modesto business license

12. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by #2..
- 54 -
8 any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES; h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; k. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in #2..
- 55 -
9 accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

14. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remain uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence. Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

15. ASSIGNMENT OF RIGHTS:

The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business #2..
- 56 -
10 and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

16. CITY PROCESS/PROCEDURE APPROVALS:

CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

17. DIR REGISTRATION:

Pursuant to Labor Code section 1771.1, CONTRACTOR may not engage in the performance of the Services set forth in Exhibit “B”, unless currently registered and qualified to perform public work pursuant to Section 1725.5 thereof. As required in Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, during term of this AGREEMENT, CONTRACTOR shall be registered to perform public work pursuant to Section 1725.5 thereof.

18. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

19. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one #2..
- 57 -
11 calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Precision Concrete Cutting
417 Harrison St.

Oakland, CA 94607
650-867-8657
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and has full authority to, execute the AGREEMENT.

21. QUANTITIES:

No minimum or maximum is guaranteed or implied.

22. FUNDING:

All annual extensions are based upon continuous funding for that purpose by the City Council.

Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

23. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.
#2..
- 58 -
12 24. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment.

The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full.
b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES.
d. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, #2..
- 59 -
13 other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

25. CONTRACTOR LICENSES & PERMITS:

CONTRACTOR warrants and represents that it possesses and shall maintain all licenses and shall secure and maintain all necessary permits necessary to perform the SERVICES.

26. RECORDS:

All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

27. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall #2..
- 60 -
14 make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “A” and “B”, and only under the terms and conditions set forth herein.

28. INDEPENDENT CONTRACTOR; NOT AGENT:

At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

29. DRUG FREE WORKPLACE:

CONTRACTOR certifies that it is following and in compliance with Sections 8350 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

30. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

31. WAIVER:

The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

32. HEADINGS NOT CONTROLLING:

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this AGREEMENT.
#2..
- 61 -
15 33. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

34. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit B, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications related to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

35. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
#2..
- 62 -
16 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2025-_______, adopted by the Council of the City of Modesto on the _______ day of _________________, 2025 and PRECISION CONCRETE CUTTING has caused this Agreement to be duly executed. #2..
- 63 -
17 Exhibit D:

Insurance Requirements for Most Contracts
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
#2..
- 64 -
18 The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. For completed operations, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s #2..
- 65 -
19 obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
#2..
- 66 -
#2..
- 67 -
Precision Emprise, LLC | CSLB # 1032474 | 417 Harrison St, Oakland, CA 94607 | Tel 650-867-8657 | Fax 650-240-3866 | [email protected]

Date: 8/28/25
PROPOSAL FOR “NOT TO EXCEED” AGREEMENT BETWEEN

THE CITY OF MODESTO AND PRECISION CONCRETE CUTTING (PCC)

OVERVIEW
Uneven sidewalks caused by ground settling and tree roots cause a potential hazard to pedestrians.

Displaced sidewalks cause problems for both public and private entities in the form of trip and fall liability exposure.

It is proposed that the City of Modesto and PCC enter into an agreement whereby PCC will assess, and repair sidewalks (horizontal concrete saw cutting) as identified and requested by City staff. The price for these services shall not exceed the dollar amount and quantity defined in the “Proposal Detail” section below.

BACKGROUND INFORMATION ON PRECISION CONCRETE CUTTING
PCC has been assessing and repairing sidewalks since 1990. The company performs work throughout the United States and with dozens of cities in California.

PCC is the leader in sidewalk asset management. We specialize in assessing sidewalk infrastructure and repairing uneven sidewalks. Our unique saw-cutting method for correcting off-set sidewalk panels leaves behind ADA compliant results for a fraction of the cost of new concrete. Our clients benefit from detailed GIS maps that allow them to create a GIS database to cost effectively manage their sidewalk infrastructure.

ASSESSMENT SERVICES
PCC technicians will walk every panel in the project area and visually assess potential tripping hazards and damage. PCC will provide a GIS compatible report that list each location identified including a photo, exact location, off-set height and square foot amount for replacement locations.

PROPRIETARY MOBILE PHONE SOFTWARE
PCC has developed proprietary mobile software useable across multiple platforms (Android, iPhone, iPad, Smart Phone, etc.)
• Provides GPS Coordinates – Integrates with GIS systems • Mapping – Provides detailed location data plotted with Google Maps • Detailed Reporting – Provides specific and detailed data on measurements for every trip hazard • Addresses – The software gives the address and longitude / latitude of each trip hazard location • Additional Data - Records other data, e.g. spalling, cracks, replacements or other data you need • Sidewalk Asset Management – PCC offers complete sidewalk asset management

PROPRIETARY AND PATENTED REPAIR METHOD
To Date, PCC has been awarded 8 patents by the US Patent and Trademark Office on our trip hazard removal equipment and process. The following is each patent description and number where they can be reviewed on the US Patent office web site – www.uspto.gov Exhibit B
#2..
- 68 -
Precision Emprise, LLC | CSLB # 1032474 | 417 Harrison St, Oakland, CA 94607 | Tel 650-867-8657 | Fax 650-240-3866 | [email protected]

6,827,074 - Hub and blade combination patent
6,896,604 - Dust hood patent
7,000,606 - Cutting apparatus and broadening patent
7,143,760 - Method patent
7,201,644 - Variations and broadening patent
7,402,095 - Extended methods patent
9,759,559 - Stand up measuring gauge digitized readout
9,494,407 - Stand up measuring gauge
116,285,96 - Concrete cutting dust abatement systems and methods

PROPOSAL DETAILS
Contract amount: Total charge for services rendered shall not exceed $300,000 Shaving Billing Units: Services are billed in “Inch Feet”. An inch foot is calculated by measuring the average height of the sidewalk off-set and multiplying this average by the length of the cut. Example: A sidewalk offset on a 4-foot wide sidewalk that consists of a 0.5” rise on one side, and tapers down to a zero rise on the other is calculated as follows:

0.5” +0” x 4ft = 1 inch-foot
2 Unit Price for sidewalk shaving: $57.78 per inch-foot Unit Price for sidewalk assessment : $500 per sidewalk mile Unit Price for curb and gutter assessment : $250 per curb and gutter mile Unit Price for Caulking and patching per table below
• Gap L (9/8" - 2") - $68 per Lineal foot
• Gap M (5/8" - 1") - $34 per Lineal foot
• Hole L (9" - 12") - $185 per location
• Hole M (5" - 8") - $145 per location
➢ Pricing is based on TIPS Purchasing Cooperative Contract 23060202 Pavement and Other Related Services (JOC)
Streets with Sidewalks to be repaired: To be assigned by the city. #2..
- 69 -
Precision Emprise, LLC | CSLB # 1032474 | 417 Harrison St, Oakland, CA 94607 | Tel 650-867-8657 | Fax 650-240-3866 | [email protected]

LIMITATIONS
PCC removes only those trip hazards specifically requested or approved by customers, and therefore makes no guarantee or representation that areas are free of trip hazards after the work is completed. In addition, PCC only performs certain trip hazard repairs. Among other things, PCC does not remove and replace sidewalk slabs (R&Rs) and does not repair certain ATTNs (e.g. utility boxes). Furthermore, to preserve clients’ budget, PCC typically does not perform any repair at and around any sidewalk slabs that require to be replaced. It is our customers’ responsibility to provide proper access and PCC assumes no liability for trip hazards that cannot be repaired due to parked vehicles or other obstacles preventing safe and practical access. In such cases, PCC returns once to attempt completion of repairs that could not be completed the first time. Additionally, it is recognized that after completion of the work, the concrete trip hazards may and frequently do continue to move naturally over time due to roots, water, freezing, pipes, and other natural or man-made causes. PCC is not responsible for movement or changes in the sidewalk and is not liable for any related claims, losses, damages or liabilities thereto pertaining.

Precision Concrete Cutting is committed to providing the highest quality service to our customers. Should you have any questions or comments, please do not hesitate to contact us.

PCC REPRESENTATIVE: YOUR REPRESENTATIVE:

Joseph Ortega X____________________________
#2..
- 70 -
TIPS Solicitation (Part 2) Page 1
TIPS PART 2 SOLICITATION DOCUMENT
THE INTERLOCAL PURCHASING SYSTEM (“TIPS”)
A department of TIPS Lead Agency:

TEXAS REGION 8 EDUCATION SERVICE CENTER (“Region 8 ESC”) TIPS RCSP 230602 Pavement and Other Related Services JOC (PART 2) I. NOTICE TO PROPOSERS.

Contact Information:

TIPS/Region 8 ESC
4845 US Hwy. 271 North
Pittsburg, Texas 75686
Toll Free: (866) 839-8477
Email: [email protected]
Website: www.tips-usa.com
Part 2 Notice: This solicitation document applies to Part 2 of this opportunity only. All terms, conditions, information, and notices are applicable to Part 2. If you have questions about whether to respond to Part 1, Part 2, or both Parts 1 & 2, please carefully review the attachment entitled “TIPS Informational – Do I Respond to Part 1, Part 2, or Both?” TIPS Solicitation:

TIPS RCSP 230602 Pavement and Other Related Services JOC (PART 2) This solicitation document is a Request for Competitive Sealed Proposals as permitted in Texas Government Code § 2269. Regardless of potential informal or erroneous references to other solicitation terms such as: “solicitation”, “bid”, “request for competitive sealed proposal”, “RFP”, etc., this solicitation is the method of procurement identified at this location. This solicitation is for the sale of installation or construction projects considered a “public work” and whether a sale is classified as a “public work” is within the sole discretion of the purchasing TIPS Member entity based on the scope of work and applicable law.

Proposal Deadline:

All proposals shall be received electronically, or otherwise sealed, by: July 14, 2023, AT 3:00 P.M. LOCAL TIME Access to Solicitation Documents:

Solicitation documents are located online at http://tips.ionwave.net. If you encounter a problem while accessing the solicitation, please contact TIPS at the contact information provided for assistance. #2..
- 71 -
TIPS Solicitation (Part 2) Page 2
Piggybacking Notice:

This IDIQ Solicitation is intended for the use of public entities and qualifying non-profit entities who join TIPS, now and in the future, (“TIPS Members”) to piggyback upon and utilize as their own solicitation for legal procurement purposes. TIPS Contracts are established through free, full and open competition as described by the laws of TIPS jurisdiction and are available for piggy-back by other government entities anywhere in the United States, subject to each entities’ jurisdictional law and regulation.

TIPS Administration Fee:

TIPS collection of fees is required pursuant to Texas Government Code Section 791.011 et. seq. The TIPS Administration Fee for this contract shall be 2% of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes, if identifiable.

Incorporation of Solicitation:

If Vendor proposes and is awarded, the specifications, terms, and conditions of this solicitation shall be incorporated by reference into the final, awarded TIPS Contract.

TIPS Contract Jurisdictional Limitations:

Depending on different entities’ and jurisdictions’ laws and regulations, TIPS Member Customers may be prohibited from utilizing TIPS as a procurement method for any specific procurement or procurement-type. TIPS makes no representations about when a TIPS procurement will be appropriate for any particular expenditure. It is always up to the TIPS Member customer to determine whether a TIPS procurement is appropriate under their applicable laws and policies.

Vendor Questions & Pre-Bid Meeting Requests:

Substantive questions will be received until June 30, 2023, at 12:00 p.m. local time. Questions about the specific solicitation shall be submitted to [email protected] with the subject line “230602 Pavement (Part 2) – Vendor Question”. Vendor-specific questions about the process will often be answered directly. However, substantive questions that are not properly addressed in the solicitation information will be properly published to all vendors as an addendum or “Question & Answer” document.

Pre-Bid Meetings are not mandatory and, if requested, TIPS reserves the right to determine whether a Pre-Bid meeting shall be held.

Pre-Bid Meetings may be requested by any proposer on or before June 15, 2023, by emailing [email protected] with the subject line “230602 Pavement (Part 2) – Pre-Bid Meeting Request”.

Anticipated Schedule of Solicitation Events:

These anticipated dates are subject to change at TIPS’ discretion. TIPS reserves the right to extend the proposal deadline for any reason.

Posting Date JUNE 1, 2023 8:00 A.M. Local Time
Proposal Deadline JULY 14, 2023 3:00 P.M. Local Time
Proposal Opening JULY 14, 2023 3:00 P.M. Local Time
Proposal Review Begins JULY 14, 2023 3:01 P.M. Local Time Proposals Award AUGUST 24, 2023 8:30 A.M. Local Time
Award Notifications AUGUST 24, 2023 12:00 P.M. Local Time Estimated Contract Value:

The estimated value for the life of the contract for all awarded vendors combined is $10,424,808.00. This is an estimate and is not a guarantee of the minimum or maximum value of the contract because TIPS cannot speculate on TIPS Members’ future needs or budget allocations as they relate to this solicitation.
#2..
- 72 -
TIPS Solicitation (Part 2) Page 3
II. TIPS
The Interlocal Purchasing System (“TIPS”) is a department of Texas Region 8 Education Service Center, a government entity. TIPS, a governmental entity and a national purchasing cooperative operating under the Interlocal Cooperation Act1 , seeks to provide a valuable
and necessary solution to public entities and qualifying non-profits by performing the legal public procurement solicitation process and awarding compliant contracts to qualified vendors. When permitted by TIPS Members’ law and policy, instead of public entities and qualifying non-profits expending time, money, and resources on the extensive legal competitive procurement process, the use of TIPS, allows public entities to quickly select and purchase their preferred products or services from qualified, evaluated Vendors on an asneeded basis. TIPS evaluates and scores all responsive, properly submitted proposals. Recommendations for award will be made to the Region 8 Education Service Center Board of Directors. Awards are ratified or rejected at the monthly meeting of Region 8 ESC Board of Directors, or as delegated by the Board of Directors. TIPS utilizes a value approach and bases its award recommendations on several factors mandated by the Texas Education Code section §44.031. The factors are allotted points as described herein. TIPS reserves the right to assign or deduct any number of points in any given category if warranted due to insufficient response or Vendor stipulated exceptions and limitations.

III. PROPOSAL GUIDANCE

1. TIPS strongly encourages all interested vendors to respond using the TIPS IonWave Electronic eBid System for proposal submission. The online submission has many safeguards built into the system that will notify proposers of mistakes or missing information. These safeguards will significantly minimize the potential for Vendor disqualification. If you encounter trouble with the TIPS IonWave eBid System, please contact TIPS.

2. If it is determined that Vendor cannot utilize the TIPS IonWave eBid System, Vendor must email [email protected] seeking a manual submission packet which TIPS will send to you via US Mail or FedEx within two business days of receiving your request. All manual responses must be sealed in an envelope and must be physically received by TIPS at the TIPs Contact information provided herein and by the deadline provided herein.

3. If you are viewing this document, you have likely already logged into the TIPS IonWave eBid System. If not, you need to register/login to the TIPS IonWave eBid System online at https://tips.ionwave.net/ and follow these instructions.

4. Once logged in, confirm that your Supplier Profile properly lists your accurate entity-name, EIN, d/b/a’s, and contact information, matching your current W9. If it does not, either correct it, or disable the inaccurate profile and create a correct profile before proceeding.

5. Next, confirm that all emails issued by the following domains can be received by your entity’s email servers to ensure that you do not miss vital messages: “@tips-usa.com”, @tipsconstruction.com”, and “ionwave.net”

6. Once that review/update is complete, Vendor shall carefully read through all bid Event Details, Bid Notes, Attachments, Addenda, Instructions, and Attribute Questions before submitting questions to TIPS.

7. TIPS recommends starting Vendor’s proposal response by answering the required “Attribute” questions within the IonWave eBid System. These responses are required and it is beneficial to start with the Attribute questions as some of the bid Attachments are only required depending on your responses to those questions.

8. Once Vendor has completed the Attribute Questions, Vendor must download, properly complete, and upload into the correct “Response Attachments” location all required Attachments for Part 2.

9. Once Vendor has completed the Attribute Questions and uploaded all required Attachments for Part 2, Vendor must submit the proposal before the legal Proposal Deadline. The system will notify you of errors and allow you to correct those errors where you would otherwise risk unintentional disqualification through paper submission.

10. Proposals may be retracted, amended, and resubmitted by the proposer on the electronic eBid System at any time prior to the legal deadline.

11. If an addendum is posted, you will receive an email notification and you are required to login to the IonWave eBid System to address the Addendum.

12. TIPS reserves the right to reject any or all proposals, to accept any proposals, and to waive any informality in the proposal process provided waiver is equally applied to all proposers and another proposer is not prejudiced by the waiver.

13. If Vendor has proposed deviations to TIPS’ standard terms, there is an Attribute Question where Vendor can assert that it has proposed negotiations. If Vendor responds to that attribute question asserting deviations, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document Vendor Agreement and instruct Vendor 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, asserting deviations or negotiations may ultimately delay or prevent award.

14. Withdrawal of proposals will not be allowed for a period of 90 days following the opening unless approved by TIPS in writing.

15. If a Vendor desires to protest a process or decision by TIPS, the Vendor must follow the following process: http://www.tipsusa.com/assets/documents/docs/letters/Protest_Procedures_for_Vendor.pdf 1 See Texas Government Code, Chapter 791.
#2..
- 73 -
TIPS Solicitation (Part 2) Page 4
Proposal Format
All responses should be direct, concise, complete, and unambiguous.

1. Attribute Questions.

Vendor must respond carefully and accurately to all “Attributes” within the IonWave eBid System.

2. Completion of Attachments & Required Uploads.

Part 2 Required Bonding Capacity Letter
If Proposing on Part 2, Vendor is required to upload a Bonding Capacity Letter from its surety as described herein. Please see the attachment entitled “Instructions and Sample – Part 2 Required Bonding Capacity Letter” for complete instructions. On Part 2, Vendor will be scored on the aggregate bonding capacity displayed in the accepted letter. Vendor must provide a current letter (issued on or after the first day of the month preceding the date on which the solicitation was posted) from its surety verifying Vendor’s bonding capacity as described herein. (Ex. if the solicitation/bid posted on February 4, 2022, the letter must be dated on or after January 1 2022. The letter must be issued from Vendor’s Surety companies, on surety company letterhead, must specify the maximum bonding capacity of the Vendor, and must be signed by an authorized representative of the surety company. The issuing surety must be authorized to do business in the State of Texas and must be listed on the Department of the Treasury's Listing of Approved Sureties (Department Circular 570).

Vendor Agreement (Part 2)
If responding to Part 2, the Vendor Agreement (Part 2) must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Vendor Agreement (Part 2). If Vendor has proposed deviations to the Vendor Agreement (Part 2), Vendor may assert so in the Attribute Questions and those shall be addressed during evaluation.

Vendor Agreement Signature Form (Part 2)
If responding to Part 2, the Vendor Agreement Signature Form (Part 2) must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Vendor Agreement Signature Form (Part 2). If Vendor has proposed deviations to the Vendor Agreement (Part 2), Vendor may leave the signature line of this page blank and assert so in the Attribute Questions and those shall be addressed during evaluation.

Reference Form
The Reference Form must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Reference Form. The Reference Form must be uploaded in Excel format.

Required Confidentiality Claim Form
The Required Confidentiality Claim Form must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Required Confidentiality Claim Form. This is the only way for Vendor to assert confidentiality of any information submitted.

Conflict of Interest Questionnaire – Form CIQ
Do not upload this form unless you have a reportable conflict with TIPS. There is an Attribute entitled “Conflict of Interest Questionnaire Requirement” immediately followed by an Attribute entitled “Conflict of Interest Questionnaire Requirement – Form CIQ – Continued.” Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the Conflict of Interest Questionnaire – Form CIQ must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Conflict of Interest Questionnaire – Form CIQ.

Disclosure of Lobbying Activities – Standard Form - LLL Do not upload this form unless Vendor has reportable lobbying activities. There are Attributes entitled, “2 CFR Part 200 or Federal Provision - Byrd Anti-Lobbying Amendment – Continued.” Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the Disclosure of Lobbying Activities – Standard Form - LLL must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, #2..
- 74 -
TIPS Solicitation (Part 2) Page 5
properly completed, and uploaded to the “Response Attachments” section requesting the Disclosure of Lobbying Activities – Standard Form – LLL.

Current Form W-9
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) 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 the “Response Attachments” section requesting “Certificates & Licenses (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

Vendor’s Warranties, Terms, and Conditions (Supplemental Vendor Information Only) Optional. If Vendor would like to display any standard warranties, terms, or conditions which are often applicable to their offeringsfor TIPS and TIPS Member Customer consideration, Vendor may upload those at the “Response Attachments” section requesting “Vendor’s Warranties, Terms, and Conditions (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

Supplemental Vendor Information (Supplemental Vendor Information Only) 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 the “Response Attachments” section requesting “Supplemental Vendor Information (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

Vendor Logo (Supplemental Vendor Information Only)
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 the “Response Attachments” section requesting “Vendor Logo (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

IV. SPECIFICATIONS
Category: Pavement and Other Related Services
Nothing herein is seeking services that are considered architectural and engineering services. This is a solicitation for “public works” construction projects.

Specifications.

It is the intention of TIPS, as a Department of Region 8 ESC, to contract with quality vendors to supply installation and construction of pavement to public entity and qualifying non-profit TIPS Members in the United States. Proposals shall include, but not be limited to:
pavement installation projects, pavement renovation projects, pavement demolition projects, pavement resurfacing projects, etc.

Proposals should include all listings of pavement installation and construction projects that Vendor seeks to offer under the contract.

Do not propose offerings that are not considered pavement installation and construction projects.

Vendor shall furnish all necessary labor, materials, tools, supplies, equipment, transportation, supervision, management and shall perform all operations necessary and required for the TIPS sale. All work shall be performed in accordance with the requirements set forth in any Supplemental Agreement with a TIPS Member Customer.

ENGINEERING AND ARCHITECTURAL SERVICES
It is impermissible in Texas and some other jurisdictions for engineering and architectural services (A&E) to be procured or provided through an interlocal cooperative contract such as this one. The TIPS Member Customer, if required by law, must engage independent A&E providers according to the laws of their jurisdiction. #2..
- 75 -
TIPS Solicitation (Part 2) Page 6
V. JOB ORDER CONTRACTING
Texas Government Code § 2269 permits Job Order Contracting as a method of procurement. Job Order Contracting is a solicitation method utilized to obtain competitive, fixed-price, multi-year construction contracts based on established or published unit prices via a unit price book or a price list with a coefficient applied to those unit prices. TIPS utilizes the RS Means Unit Price Book for this purpose.

This solicitation is for the sale of installation or construction projects considered a “public work” and whether a sale is classified as a “public work” is within the sole discretion of the purchasing TIPS Member entity based on the scope of work and applicable law.

Job Order Contracting Definitions:

City Cost Index: Is a pricing index published by the Unit Price Book (UPB) allowing the comparison of the national average cost of construction to the cost of the same project in a specific location.

Coefficient: Is the Vendor’s coefficient multiplier that is applied to the UPB. It will include all overhead items such as office, safety equipment, vehicles and fuel, computers, communication devises, printers, programs, insurance maintenance, two percent TIPS management fee, final site cleanup and all contingencies.

Job Order: Is a line item estimate taken from a job order proposal using the coefficient and UPB which upon agreement to by the TIPS member becomes a lump sum fixed price contract and a notice to proceed for the stated scope attached to the purchase order.

Job Order Contracting (JOC): Is a variable term indefinite delivery, indefinite quantity contract for construction services on an oncall basis through negotiated line item delivery orders (job orders) to include, under State of Texas law, minor construction, repair, renovation, alterations, and maintenance projects. It is based upon the Vendor’s coefficient multiplier that is applied to UPB. When the line items are agreed upon, it becomes a lump sum firm fixed price contract for that negotiated scope of services.

Job Order Proposal: Is Vendor’s line-item proposal to the TIPS Member for a specific TIPS project. It will contain a line-item estimate for the project pursuant to the RS Means Price Book and Vendor’s applicable coefficients.

Non Pre-priced Items: Items that cannot be found or reasonably compared to listed line items in the applicable UPB. Vendor must provide TIPS with manufacturer documentation reflecting the cost of any non pre-priced item at the time of the TIPS sale so that TIPS can verify that the proposed percentage markup is being honored.

VI. VENDOR PART 2 PRICING SUBMISSION
Required RS Means Price Book Pricing:

Texas Government Code § 2269 permits Job Order Contracting as a method of procurement. Job Order Contracting is a solicitation method utilized to obtain competitive, fixed-price, multi-year construction contracts based on established or published unit prices via a unit price book or a price list with a coefficient applied to those unit prices. TIPS utilizes the RS Means Unit Price Book for this purpose.

The RS Means Unit Price Book is a unit price book adjusted for different geographic areas by using the City Cost Index for each location.

You may visit https://www.rsmeans.com for more information. TIPS Member Customers often have to designate either Davis Bacon Act wage rates or similar wage rates for their construction contracts. The RS Means Unit Price Book accounts for local wage rates and the contractor must comply with RS Means and any additional wage rate requirements of the TIPS Member Customer.

It is urgent that Vendor understands the coefficients and percentage proposed and can price TIPS sales within those limitation for the duration of Vendor's Contract. In response to the corresponding attribute questions, Vendor must propose: (1) Vendor's Regular Hours RS Means Coefficient; (2) Vendor's After-Hours RS Means Coefficient, and; (3) Vendor's Percentage Markup of Items not Pre-Priced within the RS Means Price Book.

Vendor must correctly and timely respond to the attribute questions within the IonWave eBid System seeking Vendor’s RS Means Coefficients and Non Pre-Priced Percentage or Vendor will be disqualified.

Vendor must carefully read the TIPS RS Means JOC Pricing Explanation and Rubric attachment. The TIPS RS Means JOC Pricing Explanation and Rubric attachment may be found under the “Attachments” tab in the IonWave eBid System. It is provided to assist Vendors in responding the required pricing attribute questions seeking Vendor's required RS Means Coefficients and Non Pre-Priced Percentage. Do not submit pricing questions until you have thoroughly reviewed this explanation and rubric. Do not upload the form as it is informational only.

Vendor's Regular Hours RS Means Coefficient;
#2..
- 76 -
TIPS Solicitation (Part 2) Page 7
To propose the RS Means Price Book pricing exactly, Vendor would insert a 1.0 as their Regular Hours RS Means Coefficient below, to propose a 5% discount off of the RS Means Price Book Vendor would insert a .95 as their Regular Hours RS Means Coefficient below. To see the full scoring rubric and use TIPS scoring calculator, please view the TIPS RS Means JOC Pricing Explanation & Rubric under the "Attachments" tab.

Vendor's After-Hours RS Means Coefficient, and;
The most common After-Hours RS Means Coefficient is "time-and-a-half" of the standard RS Means Unit Price Book. For example, if Vendor's Regular Hours Coefficient above is .95, Vendor would assert an After-Hours RS Means Coefficient of

1.45 for "time-and-a-half" pricing. To see the full scoring rubric and use TIPS scoring calculator, please view the TIPS RS Means JOC Pricing Explanation & Rubric under the "Attachments" tab.

Vendor's Percentage Markup of Items not Pre-Priced within the RS Means Price Book.

If Vendor sells items which cannot be found in the RS Means Price Book, this will be the Percentage Markup at which Vendor agrees to sell those Non Pre-Priced items. This is a maximum Percentage Markup and Vendor may always offer customers a lesser markup. Vendor must provide TIPS with manufacturer documentation reflecting the cost of any non pre-priced item at the time of the TIPS sale so that TIPS can verify that the proposed percentage markup is being honored.

Example: In this example, Vendor is selling a project to a TIPS Member school district and some of the contract pricing for special materials cannot be verified because it cannot be found in the RS Means Price book. Vendor may sell those specialty items to the Member this percentage markup from cost. In this example, if one of the specialty items cost Vendor $100 from the manufacturer and Vendor proposed a Percentage Markup of 30% here, then Vendor could sell the item to the TIPS Customer for $130.00 or less in this example.

Additional Pricing Terms

1. TIPS Pricing and Line Item Estimate Pricing Requirements. If awarded on this TIPS Contract, for the duration of the contract, Vendor shall provide a RS Means line-item estimate to TIPS for each anticipated TIPS project or sale. When a TIPS Member Customer seeks a quote or proposal for a TIPS sale, Vendor shall always supply a line-item estimate to TIPS for review and approval.

2. Maintaining and Updating TIPS Pricing During Contract. Vendor agrees and understands that for each TIPS Contract that it is awarded, Vendor submitted, agreed to, and received TIPS’ approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor’s TIPS Pricing for that TIPS Contract (“TIPS Pricing”). Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services fall within the scope of the TIPS Contract and are priced according to Vendor’s TIPS Pricing. TIPS reserves the right to review Vendor’s proposals and quotes line-item by line-item to determine compliance. However, Vendor contractually agrees that all TIPS quotes and proposals shall be within the original terms of the Vendor’s TIPS Pricing (scope, coefficients, percentage markups, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may approve Vendor’s quotes and proposals without additional vetting at TIPS discretion.

3. Brands. If a name brand is included in this solicitation, proposals on any reputable manufacturers regularly produced equipment of such items of a similar nature or similar use which are substantively equivalent will be considered.

4. TIPS Fee Considered. Vendor confirms that all TIPS Pricing includes the TIPS Administration Fee and Vendor will not show adding the TIPS Administration Fee as a charge or line-item in a TIPS Sale.

5. Vendor’s Self-Imposed Pricing Limitations. Within Vendor’s TIPS Pricing, Vendor may include express, written limitations on geographical regions, volume of order, expediency, etc., for TIPS consideration and approval, as long as Vendor honors their applicable TIPS Pricing, proposed coefficients/percentage markups, the terms and conditions of this Contract, and the terms and conditions of any Supplemental Agreement entered into directly with the customer TIPS Member. (Example: If Vendor sells nationally but a specific product can only be sold in Texas).

6. Shipping Cost, Bond Cost, and Taxes. TIPS fees are not assessed to Vendors for shipping cost, required bond cost, or any taxes that may be applicable as long as they can be identified as separate line-items. For that reason, TIPS encourages Vendors not to include shipping price, bond price, or taxes within the TIPS “catalog pricing” for an item. If it is included in the TIPS price, TIPS will have no way to differentiate and the TIPS Administration fee will be assessed on the total. #2..
- 77 -
TIPS Solicitation (Part 2) Page 8
VII. PART 2 PROPOSAL SCORING AND EVALUATION
TIPS evaluates and scores all responsive, properly submitted proposals. Recommendations for award will be made to the Region 8 Education Service Center Board of Directors. Awards are ratified or rejected at the monthly meeting of Region 8 ESC Board of Directors, or as delegated by the Board of Directors. TIPS utilizes a value approach and bases its award recommendations on several factors mandated by the Texas Education Code section §44.031 and Texas Government Code §2269. The factors are allotted points as described herein. TIPS reserves the right to assign or deduct any number of points in any given category if warranted due to insufficient response or Vendor stipulated exceptions and limitations. TIPS reserves the right to reject any or all proposals or any part of any proposal. TIPS is the sole arbiter of scoring. TIPS reserves the right to award multiple vendors for each solicitation.

1. Purchase Price: (28) Points. Vendor must correctly and timely respond to the attribute questions within the IonWave eBid System seeking Vendor’s RS Means Coefficients and Non Pre-Priced Percentage or Vendor will be disqualified. Vendor shall submit, pursuant to the instructions included herein: (1) Vendor's Regular Hours RS Means Coefficient; (2) Vendor's AfterHours RS Means Coefficient, and; (3) Vendor's Percentage Markup of Items not Pre-Priced within the RS Means Price Book, which make up Vendor’s “TIPS Pricing”. Points will be assigned exactly as displayed in the TIPS RS Means JOC Pricing Explanation and Rubric attachment which Vendor is required to review.

2. Experience: (27) Points. Points will be assigned based on the number of years proposing Vendor has been operating the proposing business in this capacity as presented in response to the corresponding attribute question seeking the same. <2 years will receive 5-10 points depending on their bonding capacity proposed. If Vendor has <2 years’ experience and bonding is less than $100,000.00, Vendor will receive 5 points or less. If Vendor has <2 years’ experience and bonding is more than $100,000.00, Vendor will receive 6-10 points. 2-3 years will receive 15 points, 4-5 years will receive 20 points, and > 5 years will receive 27 points.

3. Reputation of Vendor and Vendor’s Offerings: (25) Points. Points will be assigned based on Vendor’s references, to be submitted as instructed herein, reference inquiry response from provided references, and any past history with Vendor, and any other information available to TIPS regarding Vendor’s reputation.

4. Vendor’s Financial Capability: (18) Points. Points will be assigned based on Vendor’s bonding capacity letter, to be submitted as instructed herein. Aggregate bonding capacity greater than $2,000,000.00 will receive maximum points. Bonding capacity less than $25,000.00 will receive no points. All other amounts will be scaled accordingly: $25,000 – 5 points; $100,000 – 10 points; $250,000 – 12 points; $500,000 – 14 points; $750,000 – 15 points; $1,000,000 – 16 points; $1,250,000 – 16.5 points; $1,500,000 – 17 points; $1,750,000 – 17.5 points; $2,000,000 – 18 points.

5. Impact on the Ability of TIPS Members to Comply with Laws and Rules Relating to Historically Underutilized Businesses (“HUB’s”): (2) Points. Points are assigned if, where applicable herein, Vendor agrees that if they anticipate subcontracting under this award, they will abide by the required affirmative steps provided in 2 CFR 200. Please see the corresponding Attribute Questions regarding, “Subcontracting and Affirmative Steps for Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Firms.” A response that Vendor does anticipate subcontracting but does not agree to the federal subcontracting practices will give Vendor 0 points for this category and deem Vendor unacceptable to receive federal funds under this contract, any other responses accurate responses will give Vendor 2 points for this category.

6. Residency: 0 Points. For a contract for goods and services, other than goods and services related to telecommunications and information services, building construction and maintenance, or instructional materials, whether the vendor or the vendor's ultimate parent company or majority owner: A. has its principal place of business in this state; or B. employs at least 500 persons in this state. Vendor’s response to the corresponding attribute question will be considered, as required by law, but no points shall be assigned because federal funds may be utilized by TIPS Members, and residency is a prohibited criterion under federal regulation.

PROPOSERS FALLING BELOW AN 70-POINT THRESHOLD WILL NOT BE CONSIDERED FOR AN AWARD.

VIII. TERMS & CONDITIONS

1. Incorporation of Solicitation. As previously stated, if Vendor proposes and is awarded, the specifications, terms, and conditions of this solicitation shall be incorporated by reference into the final, awarded TIPS Contract. In the event of conflict between the terms herein and the final Vendor Agreement, the terms and conditions which are in the best interest of governmental/qualifying non-profit TIPS Members shall control at TIPS sole discretion.

2. Deviations. If Vendor has proposed deviations to TIPS’ standard terms, there is an Attribute Question where Vendor can assert that it has proposed negotiations. If Vendor responds to that attribute question asserting deviations, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document Vendor Agreement and instruct Vendor to include all requested negotiations as redline edits for TIPS consideration. This is the only proper way #2..
- 78 -
TIPS Solicitation (Part 2) Page 9
to submit proposed deviations for TIPS consideration. TIPS reserves the right to accept, decline, or modify Vendor's requested negotiated terms. For this reason, asserting deviations or negotiations may ultimately delay or prevent award.

3. Term of the Agreement. If awarded, the resulting Agreement with TIPS is for approximately two years with an option for renewal for an additional two consecutive one-year terms. The first renewal year shall be automatic unless Vendor notifies TIPS of its objection to the first one-year renewal. The second one-year renewal shall only be effective if offered by TIPS at its sole discretion. If TIPS offers the second renewal option, the Vendor will be notified via email issued to Vendor’s thenlisted Primary Contact. The renewal option shall be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by TIPS.

Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does not affect the “Term Calculation Start Date.” Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor shall calculate the foregoing term as starting on the last day of the month that “Award Notifications” are anticipated as published in the Solicitation, regardless of the actual Effective Date.

Example of Term Calculation Start Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this example.

Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term expiration date shall be two-years from the Term Calculation Start Date.

Example of Contract Expiration Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the Contract Expiration Date of the resulting initial “three-year” term, (which is subject to an extension(s)) will be May 31, 2026 in this example.

Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the prior renewal term where applicable, and continue for the duration specified for the renewal option herein.

Example of Option(s) for Renewal: In this example, if TIPS offers the second one-year renewal and the Contract Expiration Date is May 31, 2026, then the one-year renewal is effective from May 31, 2026 to May 31, 2027.

TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits.

4. Termination. If awarded, TIPS reserves the right to terminate the resulting agreement for cause or no cause for convenience with a thirty (30) days prior written notice. This Agreement may be terminated for cause by either party if the other party breaches the terms or materially defaults on the performance of any of its duties or obligations set forth herein ,provided that such default is not cured within thirty (30) days, or as otherwise may be agreed to by both parties, after written notice is given to the defaulting party by the non-defaulting party which specifies the faulty performance and acceptable means of correction.

In such event, termination of the Agreement shall be effective as of the date specified in such notice of such termination. Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS’ sole discretion and that any Vendor may be removed from the TIPS program at any time with or without cause.

This termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding termination and the Survival Clause term.

5. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received TIPS’ approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor’s TIPS Pricing for that TIPS Contract (“TIPS Pricing”). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line-item in a TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services are included in or added to Vendor’s TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor’s pricing update requests as specifically as line-item by line-item to determine compliance. #2..
- 79 -
TIPS Solicitation (Part 2) Page 10
However, Vendor contractually agrees that all submitted pricing updates shall be within the original terms of the Vendor’s TIPS Pricing (scope, proposed discounts, price increase limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS Quote shall never exceed Vendor’s TIPS Pricing for any good or service offered through TIPS. Vendor certifies by signing this agreement that Vendor’s TIPS Pricing for all goods and services included in Vendor’s TIPS Pricing shall either be equal to or less than Vendor’s current pricing for that good or service for any other customer. TIPS Pricing price increases and modifications, if permitted, will be honored according to the terms of the solicitation and Vendor’s proposal, incorporated herein by reference.

6. Initiation of TIPS Sales. If awarded, when a public entity initiates a purchase with Vendor under this resulting contract, 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.

7. TIPS Sales and Supplemental Agreements. If awarded, when making a sale under this awarded contract, 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, defects, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, AIA Contract, Invoice, etc.) (“Supplemental Agreement” as used herein) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same.

In the event of a conflict between the terms of this TIPS Vendor Agreement document and those contained in any attachment, the provisions set forth herein shall control unless otherwise agreed to by the Parties in writing. The Supplemental Agreement shall dictate the scope of services, the project delivery expectations, the scheduling of projects and milestones, the support requirements, and all other terms applicable to the specific sale(s) between the Vendor and the TIPS Member.

8. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, or as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment statutes.

Regardless of how payment is issued or received for a TIPS Sale. Vendor is responsible for all reporting and TIPS Administration Fee payment requirements as required by the TIPS Contract.

9. Right of Refusal. If awarded, Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.

10. Reporting TIPS Sales. If awarded on this TIPS Contract, for the duration of the contract, Vendor shall provide a RS Means line-item estimates to TIPS for each anticipated TIPS project or sale. When a TIPS Member Customer seeks a quote or proposal for a TIPS sale, Vendor shall always supply a line-item estimate to TIPS for review and approval. If awarded, Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member’s purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS by either: (1) Emailing the line item quote and purchase order or similar purchase document (with Vendor’s Name, as known to TIPS, and the TIPS Contract Name and Number included) to TIPS at [email protected] with “Confirmation Only” in the subject line of the email within three business days of Vendor’s acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor must login to the TIPS Vendor Portal and successfully self-report all necessary sale information within the Vendor Portal and confirm that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at [email protected].

11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee (“TIPS Administration Fee”) is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published herein. TIPS Administration Fees are due to TIPS immediately upon Vendor’s receipt of payment, #2..
- 80 -
TIPS Solicitation (Part 2) Page 11
including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor’s cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following Vendor’s receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion as well as the initiation of collection and legal actions by TIPS against Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the 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. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference.

The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released.

For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law.

13. Conflicts of Interest. Vendor confirms that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, its proposal 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 will/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.

14. 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.

15. Exclusivity. Any award under this solicitation is non-exclusive and TIPS reserves the right to award multiple vendors or not award any vendors. TIPS reserves the right to re-issue a solicitation or solicit the same or similar solicitation categories for additional similar awards at any time at TIPS sole discretion.

16. Best and Final Offer. Vendor’s proposal shall be their best and final offer although deviations may be addressed and Vendor’s TIPS Pricing may be updated as provided for herein.
#2..
- 81 -
TIPS Solicitation (Part 2) Page 12

17. LIMITATION OF LIABILITY – Waiver. BY SUBMITTING A PROPOSAL, OFFERER EXPRESSLY AGREES TO

WAIVE ANY CLAIM IT HAS OR MAY HAVE AGAINST BOTH THE INTERLOCAL PURCHASING SYSTEM REGION 8 EDUCATION SERVICE CENTER, ITS DIRECTORS, OFFICERS, ITS TRUSTEES, OR AGENTS ARISING OUT OF OR IN CONNECTION WITH (1) THE ADMINISTRATION, EVALUATION, RECOMMENDATION OF ANY PROPOSAL; (2) ANY REQUIREMENTS UNDER THE SOLICITATION, PROPOSAL PACKAGE, OR RELATED DOCUMENTS; (3) THE REJECTION OF ANY PROPOSAL OR ANY PART OF ANY PROPOSAL; AND/OR (4) THE AWARD OF AN AGREEMENT, IF ANY. NEITHER REGION 8 ESC NOR TIPS SHALL BE RESPONSIBLE OR LIABLE

FOR ANY COSTS INCURRED BY PROPOSERS OR THE SELECTED CONTRACTOR IN CONNECTION WITH

RESPONDING TO THE SOLICITATION, PREPARING FOR ORAL PRESENTATIONS, PREPARING AND

SUBMITTING A PROPOSAL, ENTERING OR NEGOTIATING THE TERMS OF AN AGREEMENT, OR ANY OTHER EXPENSES INCURRED BY A PROPOSER. THE PROPOSER OR SELECTED CONTRACTOR IS WHOLLY

RESPONSIBLE FOR ANY SUCH COSTS AND EXPENSES AND SHALL NOT BE REIMBURSED IN ANY MANNER BY REGION 8 ESC OR TIPS.
#2..
- 82 -
17 Exhibit D:

Insurance Requirements for Most Contracts
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with #2..
- 83 -
18 coverage equal to ISO form CG 2010. For completed operations, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subcontractors
#2..
- 84 -
19 Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
#2..
- 85 -
Contract #: 23060202 Award Date:

Category: Pavement and Other Related Services JOC
JOC Pricing
JOC
Pricing JOC Pricing Pricing Reputation Experience
Financial
Capability HUB Total ACTION
# Responding Vendor
Regular Hours
Coefficient
After hours
coefficient
Markup
Percentage 28 25 27 18 2 100
1 8/A Builders LLC 1 1.45 50% 22 25 27 18 2 94 Award
2 A Light Construction 1 1 20% 22.9 25 27 16 2 92.9 Award3 Acumen Enterprises, Inc. 1 1.5 35% 21.95 25 27 18 2 93.95 Award4 Anderson Asphalt and Concrete Paving, LLC 1 1.5 25% 22.05 25 27 18 2 94.05 Award 5 Byrne and Jones Construction (Byrne & Jones Enterprises, Inc.) 0.95 1.45 30% 23.9 25 27 18 2 95.9 Award 6 CAVER CONSTRUCTION, LLC 0 0 0% 0 No Bid7 CI Pavement 1 1.2 30% 22.8 25 27 18 2 94.8 Award8 Corestone Construction Services 0.9 1.1 0.9% 25.9 25 27 18 2 97.9 Award9 Demo Con Inc 1 1.3 30% 22.8 Pending 27 Pending 2 51.8 Pending 10 DFW Concrete Contractor 00 ‐36% Pending 15 14 2 31 No Award11 DHMSA Construction, LLC 1.5 1.8 1.5% 3.9 25 27 18 2 75.9 Award12 Essential Constructs, LLC 1.19 1.3 15% 16.95 25 20 18 2 81.95 Award13 GREENSCAPES SIX, LLC 1 1.5 25% 22.05 25 27 18 2 94.05 Award14 H.D. Industries, Inc 0 0 0% 0 No Bid15 H5 Traffic Safety LLC 0.95 1.45 30% 23.9 25 27 15 2 92.9 Award16 Hawkeye Enterprises Inc 1 1.5 35% 21.95 25 27 18 2 93.95 Award17 J&L Paving LLC 00 ‐1% 0 No Award18 JCS PAVE, LLC 1 1.5 35% 22.05 25 15 17 2 81.05 Award / KEYSTONE GC LLC 1.3 1.35 35% 12.35 25 27 18 2 84.35 Award 20 LITTLE REGINA TRUCKING LLC 0.95 1.45 20% 24 25 20 16 2 87 Award21 Mart Inc 0.89 0.145 120% 26.4 25 27 18 2 98.4 Award22 McConnell and Associates Corp 1 1.5 20% 22.1 25 27 18 2 94.1 Award23 Microsurfacing Contractors, LLC 1.1 1.1 25% 19.45 25 27 18 2 91.45 Award24 Morgan Pavement Maintenance (Morgan Industries, Inc.) 1 1.5 35% 21.95 25 27 18 2 93.95 Award 25 Pavecon (Pavecon Ltd. Co.) 1 1.5 22% 22.1 25 27 18 2 94.1 Award26 PaveConnect (PaveConnect Logistics, LLC)(RoofConnect Logistics, Inc.) 1 1.35 15% 21 15 20 18 2 76 Award 27 Pinion 91 Contracting, LLC 1 1.5 33% 21.95 Pending 15 16 2 54.95 Pending28 Precision Concrete Cutting 1 1.5 0% 20.7 25 27 18 2 92.7 Award29 RAM CONCRETE & ASPHALT, LLC 1 1.5 25% 22.05 25 27 16 2 92.05 Award 30 Richard Drake Construction Company LP 1 1.5 10% 22.1 25 27 18 2 94.1 Award 31 Smith Site Development 1.2 1.3 15% 16.1 25 27 18 2 88.1 Award32 Stripe Right ‐17 ‐15 0% 0 No Bid33 Stripe-A-Zone, LLC. 1 1.5 35% 21.95 25 27 18 2 93.95 Award TIPS SCORE SHEET PART 2
August 31, 2023
Minimum Required: 70

#2..
- 86 -
Contract #: 23060202 Award Date:

Category: Pavement and Other Related Services JOC
JOC Pricing
JOC
Pricing JOC Pricing Pricing Reputation Experience
Financial
Capability HUB Total ACTION
# Responding Vendor
Regular Hours
Coefficient
After hours
coefficient
Markup
Percentage 28 25 27 18 2 100
TIPS SCORE SHEET PART 2
August 31, 2023
Minimum Required: 70
34 Sunland Asphalt & Construction LLC Inc (dba: Sunland Asphalt) 1.4 1.45 1.4% 8.7 25 27 18 2 80.7 Award 35 Waller County Asphalt, Inc. 0 ‐75 ‐38% Pending 0 No Award

#2..
- 87 -
TIPS Solicitation (Part 2) Page 1
TIPS PART 2 SOLICITATION DOCUMENT
THE INTERLOCAL PURCHASING SYSTEM (“TIPS”)
A department of TIPS Lead Agency:

TEXAS REGION 8 EDUCATION SERVICE CENTER (“Region 8 ESC”) TIPS RCSP 230602 Pavement and Other Related Services JOC (PART 2) I. NOTICE TO PROPOSERS.

Contact Information:

TIPS/Region 8 ESC
4845 US Hwy. 271 North
Pittsburg, Texas 75686
Toll Free: (866) 839-8477
Email: [email protected]
Website: www.tips-usa.com
Part 2 Notice: This solicitation document applies to Part 2 of this opportunity only. All terms, conditions, information, and notices are applicable to Part 2. If you have questions about whether to respond to Part 1, Part 2, or both Parts 1 & 2, please carefully review the attachment entitled “TIPS Informational – Do I Respond to Part 1, Part 2, or Both?” TIPS Solicitation:

TIPS RCSP 230602 Pavement and Other Related Services JOC (PART 2) This solicitation document is a Request for Competitive Sealed Proposals as permitted in Texas Government Code § 2269. Regardless of potential informal or erroneous references to other solicitation terms such as: “solicitation”, “bid”, “request for competitive sealed proposal”, “RFP”, etc., this solicitation is the method of procurement identified at this location. This solicitation is for the sale of installation or construction projects considered a “public work” and whether a sale is classified as a “public work” is within the sole discretion of the purchasing TIPS Member entity based on the scope of work and applicable law.

Proposal Deadline:

All proposals shall be received electronically, or otherwise sealed, by: July 14, 2023, AT 3:00 P.M. LOCAL TIME Access to Solicitation Documents:

Solicitation documents are located online at http://tips.ionwave.net. If you encounter a problem while accessing the solicitation, please contact TIPS at the contact information provided for assistance. #2..
- 88 -
TIPS Solicitation (Part 2) Page 2
Piggybacking Notice:

This IDIQ Solicitation is intended for the use of public entities and qualifying non-profit entities who join TIPS, now and in the future, (“TIPS Members”) to piggyback upon and utilize as their own solicitation for legal procurement purposes. TIPS Contracts are established through free, full and open competition as described by the laws of TIPS jurisdiction and are available for piggy-back by other government entities anywhere in the United States, subject to each entities’ jurisdictional law and regulation.

TIPS Administration Fee:

TIPS collection of fees is required pursuant to Texas Government Code Section 791.011 et. seq. The TIPS Administration Fee for this contract shall be 2% of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes, if identifiable.

Incorporation of Solicitation:

If Vendor proposes and is awarded, the specifications, terms, and conditions of this solicitation shall be incorporated by reference into the final, awarded TIPS Contract.

TIPS Contract Jurisdictional Limitations:

Depending on different entities’ and jurisdictions’ laws and regulations, TIPS Member Customers may be prohibited from utilizing TIPS as a procurement method for any specific procurement or procurement-type. TIPS makes no representations about when a TIPS procurement will be appropriate for any particular expenditure. It is always up to the TIPS Member customer to determine whether a TIPS procurement is appropriate under their applicable laws and policies.

Vendor Questions & Pre-Bid Meeting Requests:

Substantive questions will be received until June 30, 2023, at 12:00 p.m. local time. Questions about the specific solicitation shall be submitted to [email protected] with the subject line “230602 Pavement (Part 2) – Vendor Question”. Vendor-specific questions about the process will often be answered directly. However, substantive questions that are not properly addressed in the solicitation information will be properly published to all vendors as an addendum or “Question & Answer” document.

Pre-Bid Meetings are not mandatory and, if requested, TIPS reserves the right to determine whether a Pre-Bid meeting shall be held.

Pre-Bid Meetings may be requested by any proposer on or before June 15, 2023, by emailing [email protected] with the subject line “230602 Pavement (Part 2) – Pre-Bid Meeting Request”.

Anticipated Schedule of Solicitation Events:

These anticipated dates are subject to change at TIPS’ discretion. TIPS reserves the right to extend the proposal deadline for any reason.

Posting Date JUNE 1, 2023 8:00 A.M. Local Time
Proposal Deadline JULY 14, 2023 3:00 P.M. Local Time
Proposal Opening JULY 14, 2023 3:00 P.M. Local Time
Proposal Review Begins JULY 14, 2023 3:01 P.M. Local Time Proposals Award AUGUST 24, 2023 8:30 A.M. Local Time
Award Notifications AUGUST 24, 2023 12:00 P.M. Local Time Estimated Contract Value:

The estimated value for the life of the contract for all awarded vendors combined is $10,424,808.00. This is an estimate and is not a guarantee of the minimum or maximum value of the contract because TIPS cannot speculate on TIPS Members’ future needs or budget allocations as they relate to this solicitation.
#2..
- 89 -
TIPS Solicitation (Part 2) Page 3
II. TIPS
The Interlocal Purchasing System (“TIPS”) is a department of Texas Region 8 Education Service Center, a government entity. TIPS, a governmental entity and a national purchasing cooperative operating under the Interlocal Cooperation Act1 , seeks to provide a valuable
and necessary solution to public entities and qualifying non-profits by performing the legal public procurement solicitation process and awarding compliant contracts to qualified vendors. When permitted by TIPS Members’ law and policy, instead of public entities and qualifying non-profits expending time, money, and resources on the extensive legal competitive procurement process, the use of TIPS, allows public entities to quickly select and purchase their preferred products or services from qualified, evaluated Vendors on an asneeded basis. TIPS evaluates and scores all responsive, properly submitted proposals. Recommendations for award will be made to the Region 8 Education Service Center Board of Directors. Awards are ratified or rejected at the monthly meeting of Region 8 ESC Board of Directors, or as delegated by the Board of Directors. TIPS utilizes a value approach and bases its award recommendations on several factors mandated by the Texas Education Code section §44.031. The factors are allotted points as described herein. TIPS reserves the right to assign or deduct any number of points in any given category if warranted due to insufficient response or Vendor stipulated exceptions and limitations.

III. PROPOSAL GUIDANCE

1. TIPS strongly encourages all interested vendors to respond using the TIPS IonWave Electronic eBid System for proposal submission. The online submission has many safeguards built into the system that will notify proposers of mistakes or missing information. These safeguards will significantly minimize the potential for Vendor disqualification. If you encounter trouble with the TIPS IonWave eBid System, please contact TIPS.

2. If it is determined that Vendor cannot utilize the TIPS IonWave eBid System, Vendor must email [email protected] seeking a manual submission packet which TIPS will send to you via US Mail or FedEx within two business days of receiving your request. All manual responses must be sealed in an envelope and must be physically received by TIPS at the TIPs Contact information provided herein and by the deadline provided herein.

3. If you are viewing this document, you have likely already logged into the TIPS IonWave eBid System. If not, you need to register/login to the TIPS IonWave eBid System online at https://tips.ionwave.net/ and follow these instructions.

4. Once logged in, confirm that your Supplier Profile properly lists your accurate entity-name, EIN, d/b/a’s, and contact information, matching your current W9. If it does not, either correct it, or disable the inaccurate profile and create a correct profile before proceeding.

5. Next, confirm that all emails issued by the following domains can be received by your entity’s email servers to ensure that you do not miss vital messages: “@tips-usa.com”, @tipsconstruction.com”, and “ionwave.net”

6. Once that review/update is complete, Vendor shall carefully read through all bid Event Details, Bid Notes, Attachments, Addenda, Instructions, and Attribute Questions before submitting questions to TIPS.

7. TIPS recommends starting Vendor’s proposal response by answering the required “Attribute” questions within the IonWave eBid System. These responses are required and it is beneficial to start with the Attribute questions as some of the bid Attachments are only required depending on your responses to those questions.

8. Once Vendor has completed the Attribute Questions, Vendor must download, properly complete, and upload into the correct “Response Attachments” location all required Attachments for Part 2.

9. Once Vendor has completed the Attribute Questions and uploaded all required Attachments for Part 2, Vendor must submit the proposal before the legal Proposal Deadline. The system will notify you of errors and allow you to correct those errors where you would otherwise risk unintentional disqualification through paper submission.

10. Proposals may be retracted, amended, and resubmitted by the proposer on the electronic eBid System at any time prior to the legal deadline.

11. If an addendum is posted, you will receive an email notification and you are required to login to the IonWave eBid System to address the Addendum.

12. TIPS reserves the right to reject any or all proposals, to accept any proposals, and to waive any informality in the proposal process provided waiver is equally applied to all proposers and another proposer is not prejudiced by the waiver.

13. If Vendor has proposed deviations to TIPS’ standard terms, there is an Attribute Question where Vendor can assert that it has proposed negotiations. If Vendor responds to that attribute question asserting deviations, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document Vendor Agreement and instruct Vendor 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, asserting deviations or negotiations may ultimately delay or prevent award.

14. Withdrawal of proposals will not be allowed for a period of 90 days following the opening unless approved by TIPS in writing.

15. If a Vendor desires to protest a process or decision by TIPS, the Vendor must follow the following process: http://www.tipsusa.com/assets/documents/docs/letters/Protest_Procedures_for_Vendor.pdf 1 See Texas Government Code, Chapter 791.
#2..
- 90 -
TIPS Solicitation (Part 2) Page 4
Proposal Format
All responses should be direct, concise, complete, and unambiguous.

1. Attribute Questions.

Vendor must respond carefully and accurately to all “Attributes” within the IonWave eBid System.

2. Completion of Attachments & Required Uploads.

Part 2 Required Bonding Capacity Letter
If Proposing on Part 2, Vendor is required to upload a Bonding Capacity Letter from its surety as described herein. Please see the attachment entitled “Instructions and Sample – Part 2 Required Bonding Capacity Letter” for complete instructions. On Part 2, Vendor will be scored on the aggregate bonding capacity displayed in the accepted letter. Vendor must provide a current letter (issued on or after the first day of the month preceding the date on which the solicitation was posted) from its surety verifying Vendor’s bonding capacity as described herein. (Ex. if the solicitation/bid posted on February 4, 2022, the letter must be dated on or after January 1 2022. The letter must be issued from Vendor’s Surety companies, on surety company letterhead, must specify the maximum bonding capacity of the Vendor, and must be signed by an authorized representative of the surety company. The issuing surety must be authorized to do business in the State of Texas and must be listed on the Department of the Treasury's Listing of Approved Sureties (Department Circular 570).

Vendor Agreement (Part 2)
If responding to Part 2, the Vendor Agreement (Part 2) must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Vendor Agreement (Part 2). If Vendor has proposed deviations to the Vendor Agreement (Part 2), Vendor may assert so in the Attribute Questions and those shall be addressed during evaluation.

Vendor Agreement Signature Form (Part 2)
If responding to Part 2, the Vendor Agreement Signature Form (Part 2) must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Vendor Agreement Signature Form (Part 2). If Vendor has proposed deviations to the Vendor Agreement (Part 2), Vendor may leave the signature line of this page blank and assert so in the Attribute Questions and those shall be addressed during evaluation.

Reference Form
The Reference Form must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Reference Form. The Reference Form must be uploaded in Excel format.

Required Confidentiality Claim Form
The Required Confidentiality Claim Form must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Required Confidentiality Claim Form. This is the only way for Vendor to assert confidentiality of any information submitted.

Conflict of Interest Questionnaire – Form CIQ
Do not upload this form unless you have a reportable conflict with TIPS. There is an Attribute entitled “Conflict of Interest Questionnaire Requirement” immediately followed by an Attribute entitled “Conflict of Interest Questionnaire Requirement – Form CIQ – Continued.” Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the Conflict of Interest Questionnaire – Form CIQ must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded to the “Response Attachments” section requesting the Conflict of Interest Questionnaire – Form CIQ.

Disclosure of Lobbying Activities – Standard Form - LLL Do not upload this form unless Vendor has reportable lobbying activities. There are Attributes entitled, “2 CFR Part 200 or Federal Provision - Byrd Anti-Lobbying Amendment – Continued.” Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the Disclosure of Lobbying Activities – Standard Form - LLL must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, #2..
- 91 -
TIPS Solicitation (Part 2) Page 5
properly completed, and uploaded to the “Response Attachments” section requesting the Disclosure of Lobbying Activities – Standard Form – LLL.

Current Form W-9
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) 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 the “Response Attachments” section requesting “Certificates & Licenses (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

Vendor’s Warranties, Terms, and Conditions (Supplemental Vendor Information Only) Optional. If Vendor would like to display any standard warranties, terms, or conditions which are often applicable to their offeringsfor TIPS and TIPS Member Customer consideration, Vendor may upload those at the “Response Attachments” section requesting “Vendor’s Warranties, Terms, and Conditions (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

Supplemental Vendor Information (Supplemental Vendor Information Only) 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 the “Response Attachments” section requesting “Supplemental Vendor Information (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

Vendor Logo (Supplemental Vendor Information Only)
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 the “Response Attachments” section requesting “Vendor Logo (Supplemental Vendor Information Only).” These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

IV. SPECIFICATIONS
Category: Pavement and Other Related Services
Nothing herein is seeking services that are considered architectural and engineering services. This is a solicitation for “public works” construction projects.

Specifications.

It is the intention of TIPS, as a Department of Region 8 ESC, to contract with quality vendors to supply installation and construction of pavement to public entity and qualifying non-profit TIPS Members in the United States. Proposals shall include, but not be limited to:
pavement installation projects, pavement renovation projects, pavement demolition projects, pavement resurfacing projects, etc.

Proposals should include all listings of pavement installation and construction projects that Vendor seeks to offer under the contract.

Do not propose offerings that are not considered pavement installation and construction projects.

Vendor shall furnish all necessary labor, materials, tools, supplies, equipment, transportation, supervision, management and shall perform all operations necessary and required for the TIPS sale. All work shall be performed in accordance with the requirements set forth in any Supplemental Agreement with a TIPS Member Customer.

ENGINEERING AND ARCHITECTURAL SERVICES
It is impermissible in Texas and some other jurisdictions for engineering and architectural services (A&E) to be procured or provided through an interlocal cooperative contract such as this one. The TIPS Member Customer, if required by law, must engage independent A&E providers according to the laws of their jurisdiction. #2..
- 92 -
TIPS Solicitation (Part 2) Page 6
V. JOB ORDER CONTRACTING
Texas Government Code § 2269 permits Job Order Contracting as a method of procurement. Job Order Contracting is a solicitation method utilized to obtain competitive, fixed-price, multi-year construction contracts based on established or published unit prices via a unit price book or a price list with a coefficient applied to those unit prices. TIPS utilizes the RS Means Unit Price Book for this purpose.

This solicitation is for the sale of installation or construction projects considered a “public work” and whether a sale is classified as a “public work” is within the sole discretion of the purchasing TIPS Member entity based on the scope of work and applicable law.

Job Order Contracting Definitions:

City Cost Index: Is a pricing index published by the Unit Price Book (UPB) allowing the comparison of the national average cost of construction to the cost of the same project in a specific location.

Coefficient: Is the Vendor’s coefficient multiplier that is applied to the UPB. It will include all overhead items such as office, safety equipment, vehicles and fuel, computers, communication devises, printers, programs, insurance maintenance, two percent TIPS management fee, final site cleanup and all contingencies.

Job Order: Is a line item estimate taken from a job order proposal using the coefficient and UPB which upon agreement to by the TIPS member becomes a lump sum fixed price contract and a notice to proceed for the stated scope attached to the purchase order.

Job Order Contracting (JOC): Is a variable term indefinite delivery, indefinite quantity contract for construction services on an oncall basis through negotiated line item delivery orders (job orders) to include, under State of Texas law, minor construction, repair, renovation, alterations, and maintenance projects. It is based upon the Vendor’s coefficient multiplier that is applied to UPB. When the line items are agreed upon, it becomes a lump sum firm fixed price contract for that negotiated scope of services.

Job Order Proposal: Is Vendor’s line-item proposal to the TIPS Member for a specific TIPS project. It will contain a line-item estimate for the project pursuant to the RS Means Price Book and Vendor’s applicable coefficients.

Non Pre-priced Items: Items that cannot be found or reasonably compared to listed line items in the applicable UPB. Vendor must provide TIPS with manufacturer documentation reflecting the cost of any non pre-priced item at the time of the TIPS sale so that TIPS can verify that the proposed percentage markup is being honored.

VI. VENDOR PART 2 PRICING SUBMISSION
Required RS Means Price Book Pricing:

Texas Government Code § 2269 permits Job Order Contracting as a method of procurement. Job Order Contracting is a solicitation method utilized to obtain competitive, fixed-price, multi-year construction contracts based on established or published unit prices via a unit price book or a price list with a coefficient applied to those unit prices. TIPS utilizes the RS Means Unit Price Book for this purpose.

The RS Means Unit Price Book is a unit price book adjusted for different geographic areas by using the City Cost Index for each location.

You may visit https://www.rsmeans.com for more information. TIPS Member Customers often have to designate either Davis Bacon Act wage rates or similar wage rates for their construction contracts. The RS Means Unit Price Book accounts for local wage rates and the contractor must comply with RS Means and any additional wage rate requirements of the TIPS Member Customer.

It is urgent that Vendor understands the coefficients and percentage proposed and can price TIPS sales within those limitation for the duration of Vendor's Contract. In response to the corresponding attribute questions, Vendor must propose: (1) Vendor's Regular Hours RS Means Coefficient; (2) Vendor's After-Hours RS Means Coefficient, and; (3) Vendor's Percentage Markup of Items not Pre-Priced within the RS Means Price Book.

Vendor must correctly and timely respond to the attribute questions within the IonWave eBid System seeking Vendor’s RS Means Coefficients and Non Pre-Priced Percentage or Vendor will be disqualified.

Vendor must carefully read the TIPS RS Means JOC Pricing Explanation and Rubric attachment. The TIPS RS Means JOC Pricing Explanation and Rubric attachment may be found under the “Attachments” tab in the IonWave eBid System. It is provided to assist Vendors in responding the required pricing attribute questions seeking Vendor's required RS Means Coefficients and Non Pre-Priced Percentage. Do not submit pricing questions until you have thoroughly reviewed this explanation and rubric. Do not upload the form as it is informational only.

Vendor's Regular Hours RS Means Coefficient;
#2..
- 93 -
TIPS Solicitation (Part 2) Page 7
To propose the RS Means Price Book pricing exactly, Vendor would insert a 1.0 as their Regular Hours RS Means Coefficient below, to propose a 5% discount off of the RS Means Price Book Vendor would insert a .95 as their Regular Hours RS Means Coefficient below. To see the full scoring rubric and use TIPS scoring calculator, please view the TIPS RS Means JOC Pricing Explanation & Rubric under the "Attachments" tab.

Vendor's After-Hours RS Means Coefficient, and;
The most common After-Hours RS Means Coefficient is "time-and-a-half" of the standard RS Means Unit Price Book. For example, if Vendor's Regular Hours Coefficient above is .95, Vendor would assert an After-Hours RS Means Coefficient of

1.45 for "time-and-a-half" pricing. To see the full scoring rubric and use TIPS scoring calculator, please view the TIPS RS Means JOC Pricing Explanation & Rubric under the "Attachments" tab.

Vendor's Percentage Markup of Items not Pre-Priced within the RS Means Price Book.

If Vendor sells items which cannot be found in the RS Means Price Book, this will be the Percentage Markup at which Vendor agrees to sell those Non Pre-Priced items. This is a maximum Percentage Markup and Vendor may always offer customers a lesser markup. Vendor must provide TIPS with manufacturer documentation reflecting the cost of any non pre-priced item at the time of the TIPS sale so that TIPS can verify that the proposed percentage markup is being honored.

Example: In this example, Vendor is selling a project to a TIPS Member school district and some of the contract pricing for special materials cannot be verified because it cannot be found in the RS Means Price book. Vendor may sell those specialty items to the Member this percentage markup from cost. In this example, if one of the specialty items cost Vendor $100 from the manufacturer and Vendor proposed a Percentage Markup of 30% here, then Vendor could sell the item to the TIPS Customer for $130.00 or less in this example.

Additional Pricing Terms

1. TIPS Pricing and Line Item Estimate Pricing Requirements. If awarded on this TIPS Contract, for the duration of the contract, Vendor shall provide a RS Means line-item estimate to TIPS for each anticipated TIPS project or sale. When a TIPS Member Customer seeks a quote or proposal for a TIPS sale, Vendor shall always supply a line-item estimate to TIPS for review and approval.

2. Maintaining and Updating TIPS Pricing During Contract. Vendor agrees and understands that for each TIPS Contract that it is awarded, Vendor submitted, agreed to, and received TIPS’ approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor’s TIPS Pricing for that TIPS Contract (“TIPS Pricing”). Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services fall within the scope of the TIPS Contract and are priced according to Vendor’s TIPS Pricing. TIPS reserves the right to review Vendor’s proposals and quotes line-item by line-item to determine compliance. However, Vendor contractually agrees that all TIPS quotes and proposals shall be within the original terms of the Vendor’s TIPS Pricing (scope, coefficients, percentage markups, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may approve Vendor’s quotes and proposals without additional vetting at TIPS discretion.

3. Brands. If a name brand is included in this solicitation, proposals on any reputable manufacturers regularly produced equipment of such items of a similar nature or similar use which are substantively equivalent will be considered.

4. TIPS Fee Considered. Vendor confirms that all TIPS Pricing includes the TIPS Administration Fee and Vendor will not show adding the TIPS Administration Fee as a charge or line-item in a TIPS Sale.

5. Vendor’s Self-Imposed Pricing Limitations. Within Vendor’s TIPS Pricing, Vendor may include express, written limitations on geographical regions, volume of order, expediency, etc., for TIPS consideration and approval, as long as Vendor honors their applicable TIPS Pricing, proposed coefficients/percentage markups, the terms and conditions of this Contract, and the terms and conditions of any Supplemental Agreement entered into directly with the customer TIPS Member. (Example: If Vendor sells nationally but a specific product can only be sold in Texas).

6. Shipping Cost, Bond Cost, and Taxes. TIPS fees are not assessed to Vendors for shipping cost, required bond cost, or any taxes that may be applicable as long as they can be identified as separate line-items. For that reason, TIPS encourages Vendors not to include shipping price, bond price, or taxes within the TIPS “catalog pricing” for an item. If it is included in the TIPS price, TIPS will have no way to differentiate and the TIPS Administration fee will be assessed on the total. #2..
- 94 -
TIPS Solicitation (Part 2) Page 8
VII. PART 2 PROPOSAL SCORING AND EVALUATION
TIPS evaluates and scores all responsive, properly submitted proposals. Recommendations for award will be made to the Region 8 Education Service Center Board of Directors. Awards are ratified or rejected at the monthly meeting of Region 8 ESC Board of Directors, or as delegated by the Board of Directors. TIPS utilizes a value approach and bases its award recommendations on several factors mandated by the Texas Education Code section §44.031 and Texas Government Code §2269. The factors are allotted points as described herein. TIPS reserves the right to assign or deduct any number of points in any given category if warranted due to insufficient response or Vendor stipulated exceptions and limitations. TIPS reserves the right to reject any or all proposals or any part of any proposal. TIPS is the sole arbiter of scoring. TIPS reserves the right to award multiple vendors for each solicitation.

1. Purchase Price: (28) Points. Vendor must correctly and timely respond to the attribute questions within the IonWave eBid System seeking Vendor’s RS Means Coefficients and Non Pre-Priced Percentage or Vendor will be disqualified. Vendor shall submit, pursuant to the instructions included herein: (1) Vendor's Regular Hours RS Means Coefficient; (2) Vendor's AfterHours RS Means Coefficient, and; (3) Vendor's Percentage Markup of Items not Pre-Priced within the RS Means Price Book, which make up Vendor’s “TIPS Pricing”. Points will be assigned exactly as displayed in the TIPS RS Means JOC Pricing Explanation and Rubric attachment which Vendor is required to review.

2. Experience: (27) Points. Points will be assigned based on the number of years proposing Vendor has been operating the proposing business in this capacity as presented in response to the corresponding attribute question seeking the same. <2 years will receive 5-10 points depending on their bonding capacity proposed. If Vendor has <2 years’ experience and bonding is less than $100,000.00, Vendor will receive 5 points or less. If Vendor has <2 years’ experience and bonding is more than $100,000.00, Vendor will receive 6-10 points. 2-3 years will receive 15 points, 4-5 years will receive 20 points, and > 5 years will receive 27 points.

3. Reputation of Vendor and Vendor’s Offerings: (25) Points. Points will be assigned based on Vendor’s references, to be submitted as instructed herein, reference inquiry response from provided references, and any past history with Vendor, and any other information available to TIPS regarding Vendor’s reputation.

4. Vendor’s Financial Capability: (18) Points. Points will be assigned based on Vendor’s bonding capacity letter, to be submitted as instructed herein. Aggregate bonding capacity greater than $2,000,000.00 will receive maximum points. Bonding capacity less than $25,000.00 will receive no points. All other amounts will be scaled accordingly: $25,000 – 5 points; $100,000 – 10 points; $250,000 – 12 points; $500,000 – 14 points; $750,000 – 15 points; $1,000,000 – 16 points; $1,250,000 – 16.5 points; $1,500,000 – 17 points; $1,750,000 – 17.5 points; $2,000,000 – 18 points.

5. Impact on the Ability of TIPS Members to Comply with Laws and Rules Relating to Historically Underutilized Businesses (“HUB’s”): (2) Points. Points are assigned if, where applicable herein, Vendor agrees that if they anticipate subcontracting under this award, they will abide by the required affirmative steps provided in 2 CFR 200. Please see the corresponding Attribute Questions regarding, “Subcontracting and Affirmative Steps for Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Firms.” A response that Vendor does anticipate subcontracting but does not agree to the federal subcontracting practices will give Vendor 0 points for this category and deem Vendor unacceptable to receive federal funds under this contract, any other responses accurate responses will give Vendor 2 points for this category.

6. Residency: 0 Points. For a contract for goods and services, other than goods and services related to telecommunications and information services, building construction and maintenance, or instructional materials, whether the vendor or the vendor's ultimate parent company or majority owner: A. has its principal place of business in this state; or B. employs at least 500 persons in this state. Vendor’s response to the corresponding attribute question will be considered, as required by law, but no points shall be assigned because federal funds may be utilized by TIPS Members, and residency is a prohibited criterion under federal regulation.

PROPOSERS FALLING BELOW AN 70-POINT THRESHOLD WILL NOT BE CONSIDERED FOR AN AWARD.

VIII. TERMS & CONDITIONS

1. Incorporation of Solicitation. As previously stated, if Vendor proposes and is awarded, the specifications, terms, and conditions of this solicitation shall be incorporated by reference into the final, awarded TIPS Contract. In the event of conflict between the terms herein and the final Vendor Agreement, the terms and conditions which are in the best interest of governmental/qualifying non-profit TIPS Members shall control at TIPS sole discretion.

2. Deviations. If Vendor has proposed deviations to TIPS’ standard terms, there is an Attribute Question where Vendor can assert that it has proposed negotiations. If Vendor responds to that attribute question asserting deviations, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document Vendor Agreement and instruct Vendor to include all requested negotiations as redline edits for TIPS consideration. This is the only proper way #2..
- 95 -
TIPS Solicitation (Part 2) Page 9
to submit proposed deviations for TIPS consideration. TIPS reserves the right to accept, decline, or modify Vendor's requested negotiated terms. For this reason, asserting deviations or negotiations may ultimately delay or prevent award.

3. Term of the Agreement. If awarded, the resulting Agreement with TIPS is for approximately two years with an option for renewal for an additional two consecutive one-year terms. The first renewal year shall be automatic unless Vendor notifies TIPS of its objection to the first one-year renewal. The second one-year renewal shall only be effective if offered by TIPS at its sole discretion. If TIPS offers the second renewal option, the Vendor will be notified via email issued to Vendor’s thenlisted Primary Contact. The renewal option shall be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by TIPS.

Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does not affect the “Term Calculation Start Date.” Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor shall calculate the foregoing term as starting on the last day of the month that “Award Notifications” are anticipated as published in the Solicitation, regardless of the actual Effective Date.

Example of Term Calculation Start Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this example.

Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term expiration date shall be two-years from the Term Calculation Start Date.

Example of Contract Expiration Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the Contract Expiration Date of the resulting initial “three-year” term, (which is subject to an extension(s)) will be May 31, 2026 in this example.

Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the prior renewal term where applicable, and continue for the duration specified for the renewal option herein.

Example of Option(s) for Renewal: In this example, if TIPS offers the second one-year renewal and the Contract Expiration Date is May 31, 2026, then the one-year renewal is effective from May 31, 2026 to May 31, 2027.

TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits.

4. Termination. If awarded, TIPS reserves the right to terminate the resulting agreement for cause or no cause for convenience with a thirty (30) days prior written notice. This Agreement may be terminated for cause by either party if the other party breaches the terms or materially defaults on the performance of any of its duties or obligations set forth herein ,provided that such default is not cured within thirty (30) days, or as otherwise may be agreed to by both parties, after written notice is given to the defaulting party by the non-defaulting party which specifies the faulty performance and acceptable means of correction.

In such event, termination of the Agreement shall be effective as of the date specified in such notice of such termination. Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS’ sole discretion and that any Vendor may be removed from the TIPS program at any time with or without cause.

This termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding termination and the Survival Clause term.

5. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received TIPS’ approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor’s TIPS Pricing for that TIPS Contract (“TIPS Pricing”). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line-item in a TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services are included in or added to Vendor’s TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor’s pricing update requests as specifically as line-item by line-item to determine compliance. #2..
- 96 -
TIPS Solicitation (Part 2) Page 10
However, Vendor contractually agrees that all submitted pricing updates shall be within the original terms of the Vendor’s TIPS Pricing (scope, proposed discounts, price increase limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS Quote shall never exceed Vendor’s TIPS Pricing for any good or service offered through TIPS. Vendor certifies by signing this agreement that Vendor’s TIPS Pricing for all goods and services included in Vendor’s TIPS Pricing shall either be equal to or less than Vendor’s current pricing for that good or service for any other customer. TIPS Pricing price increases and modifications, if permitted, will be honored according to the terms of the solicitation and Vendor’s proposal, incorporated herein by reference.

6. Initiation of TIPS Sales. If awarded, when a public entity initiates a purchase with Vendor under this resulting contract, 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.

7. TIPS Sales and Supplemental Agreements. If awarded, when making a sale under this awarded contract, 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, defects, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, AIA Contract, Invoice, etc.) (“Supplemental Agreement” as used herein) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same.

In the event of a conflict between the terms of this TIPS Vendor Agreement document and those contained in any attachment, the provisions set forth herein shall control unless otherwise agreed to by the Parties in writing. The Supplemental Agreement shall dictate the scope of services, the project delivery expectations, the scheduling of projects and milestones, the support requirements, and all other terms applicable to the specific sale(s) between the Vendor and the TIPS Member.

8. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, or as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment statutes.

Regardless of how payment is issued or received for a TIPS Sale. Vendor is responsible for all reporting and TIPS Administration Fee payment requirements as required by the TIPS Contract.

9. Right of Refusal. If awarded, Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.

10. Reporting TIPS Sales. If awarded on this TIPS Contract, for the duration of the contract, Vendor shall provide a RS Means line-item estimates to TIPS for each anticipated TIPS project or sale. When a TIPS Member Customer seeks a quote or proposal for a TIPS sale, Vendor shall always supply a line-item estimate to TIPS for review and approval. If awarded, Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member’s purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS by either: (1) Emailing the line item quote and purchase order or similar purchase document (with Vendor’s Name, as known to TIPS, and the TIPS Contract Name and Number included) to TIPS at [email protected] with “Confirmation Only” in the subject line of the email within three business days of Vendor’s acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor must login to the TIPS Vendor Portal and successfully self-report all necessary sale information within the Vendor Portal and confirm that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at [email protected].

11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee (“TIPS Administration Fee”) is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published herein. TIPS Administration Fees are due to TIPS immediately upon Vendor’s receipt of payment, #2..
- 97 -
TIPS Solicitation (Part 2) Page 11
including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor’s cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following Vendor’s receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion as well as the initiation of collection and legal actions by TIPS against Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the 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. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference.

The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released.

For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law.

13. Conflicts of Interest. Vendor confirms that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, its proposal 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 will/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.

14. 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.

15. Exclusivity. Any award under this solicitation is non-exclusive and TIPS reserves the right to award multiple vendors or not award any vendors. TIPS reserves the right to re-issue a solicitation or solicit the same or similar solicitation categories for additional similar awards at any time at TIPS sole discretion.

16. Best and Final Offer. Vendor’s proposal shall be their best and final offer although deviations may be addressed and Vendor’s TIPS Pricing may be updated as provided for herein.
#2..
- 98 -
TIPS Solicitation (Part 2) Page 12

17. LIMITATION OF LIABILITY – Waiver. BY SUBMITTING A PROPOSAL, OFFERER EXPRESSLY AGREES TO

WAIVE ANY CLAIM IT HAS OR MAY HAVE AGAINST BOTH THE INTERLOCAL PURCHASING SYSTEM REGION 8 EDUCATION SERVICE CENTER, ITS DIRECTORS, OFFICERS, ITS TRUSTEES, OR AGENTS ARISING OUT OF OR IN CONNECTION WITH (1) THE ADMINISTRATION, EVALUATION, RECOMMENDATION OF ANY PROPOSAL; (2) ANY REQUIREMENTS UNDER THE SOLICITATION, PROPOSAL PACKAGE, OR RELATED DOCUMENTS; (3) THE REJECTION OF ANY PROPOSAL OR ANY PART OF ANY PROPOSAL; AND/OR (4) THE AWARD OF AN AGREEMENT, IF ANY. NEITHER REGION 8 ESC NOR TIPS SHALL BE RESPONSIBLE OR LIABLE

FOR ANY COSTS INCURRED BY PROPOSERS OR THE SELECTED CONTRACTOR IN CONNECTION WITH

RESPONDING TO THE SOLICITATION, PREPARING FOR ORAL PRESENTATIONS, PREPARING AND

SUBMITTING A PROPOSAL, ENTERING OR NEGOTIATING THE TERMS OF AN AGREEMENT, OR ANY OTHER EXPENSES INCURRED BY A PROPOSER. THE PROPOSER OR SELECTED CONTRACTOR IS WHOLLY

RESPONSIBLE FOR ANY SUCH COSTS AND EXPENSES AND SHALL NOT BE REIMBURSED IN ANY MANNER BY REGION 8 ESC OR TIPS.
#2..
- 99 -
TIPS Vendor Agreement JOC (Part 2) Page 1
TIPS VENDOR AGREEMENT (Part 2)
TIPS RCSP 230602 Pavement and Other Related Services (Part 2) The following Vendor Agreement (“Agreement”) creates a legal agreement between The Interlocal Purchasing System (“TIPS”), a government purchasing cooperative and Department of Texas Region 8 Education Service Center and (INSERT ENTITY NAME):
__________________________________________________________________________________________________ (ENTER ENTITY NAME]
its owners, agents, subsidiaries, and affiliates (together, “Vendor”) (individually, “Party”, and collectively the “Parties”) and this agreement shall exclusively govern the contractual relationship (“Agreement”) between the Parties for Part 2 of the related solicitation opportunity. If Vendor proposes and awarded on Part 1, a separate Part 1 Vendor Agreement shall control Part 1 terms.

TIPS, a governmental entity and a national purchasing cooperative seeks to provide a valuable and necessary solution to public entities and qualifying non-profits by performing the public procurement solicitation process and awarding compliant contracts to qualified vendors. Then, where the law of a customer’s jurisdiction allows, instead of public entities and qualifying non-profits expending time, money, and resources on the extensive public procurement process, the use of TIPS allows public entities to quickly select and purchase their preferred products or services from qualified, competitively evaluated vendors through cooperative purchasing.

1. Purpose. The purpose of this Agreement is to identify the terms and conditions of the relationship between TIPS and Vendor. Public entities and qualifying non-profits that properly join or utilize TIPS (“TIPS Members”) may elect to “piggyback” off of TIPS’ procurements and agreements where the laws of their jurisdiction allow. TIPS Members are not contractual parties to this Agreement although terms and conditions of this Agreement may ensure benefits to TIPS Members.

2. Authority. The Parties agree that the signatories below are individual authorized to enter into this Agreement on behalf of their entity and that they are acting under due and proper authority under applicable law.

3. Definitions.
a. TIPS Pricing: The specific pricing, coefficients, mark-ups, 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.

4. Entire Agreement. This Agreement resulted from TIPS posting a Part 2 “TIPS Solicitation” (RFP, RCSP, RFQ, or other) and Vendor submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement consists of the provisions set forth herein and: (1) The Part 2 TIPS solicitation document resulting in this Agreement; (2) Any Part 2 addenda or clarifications issued in relation to the TIPS solicitation; (3) All Part 2 solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) Vendor’s entire Part 2 proposal response to the TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, pricing, accepted responses to questions, and accepted written clarifications of Vendor’s proposal, and; any properly included attachments to this Agreement. All documentation and information listed is hereby incorporated by reference as if set forth herein verbatim. In the event of conflict between the terms herein and one of the incorporated documents the terms and conditions herein shall control.

5. Vendor’s Specific Warranties, Terms, and License Agreements. Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

6. Vendor Identity and Contact Information. It is Vendor’s sole responsibility to ensure that all identifying vendor information (name, EIN, d/b/a’s, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal.

It is Vendor’s sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com to Vendor’s contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of Precision Concrete Cutting, Inc
#2..
- 100 -
TIPS Vendor Agreement JOC (Part 2) Page 2
the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that Vendor was not receiving TIPS’ electronic communications issued by TIPS to Vendor’s listed contacts.

7. Initiation of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Once verified, Vendor must include the TIPS Contract Number on all purchase communications and sales documents exchanged with the TIPS Member.

8. TIPS Sales and Supplemental Agreements. If awarded, when making a sale under this awarded contract, 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, defects, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, AIA Contract, Invoice, etc.) (“Supplemental Agreement” as used herein) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. The Supplemental Agreement shall dictate the scope of services, the project delivery expectations, the scheduling of projects and milestones, the support requirements, and all other terms applicable to the specific sale(s) between the Vendor and the TIPS Member.

9. Right of Refusal. Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.

10. Reporting TIPS Sales. If awarded on this TIPS Contract, for the duration of the contract, Vendor shall provide a RS Means line-item estimates to TIPS for each anticipated TIPS project or sale. When a TIPS Member Customer seeks a quote or proposal for a TIPS sale, Vendor shall always supply a line-item estimate to TIPS for review and approval. If awarded, Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member’s purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS by either: (1) Emailing the line item quote and purchase order or similar purchase document (with Vendor’s Name, as known to TIPS, the TIPS Contract Name and Number included, and authorized signatures on behalf of both the TIPS Member and Vendor) to TIPS at [email protected] with “Confirmation Only” in the subject line of the email within three business days of Vendor’s acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor must login to the TIPS Vendor Portal and successfully self-report all necessary sale information within the Vendor Portal and confirm that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at [email protected].

11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee (“TIPS Administration Fee”) is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon Vendor’s receipt of payment, including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor’s cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following Vendor’s receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion as well as the initiation of collection and legal actions by TIPS against Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor #2..
- 101 -
TIPS Vendor Agreement JOC (Part 2) Page 3
within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the 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. If awarded, the resulting Agreement with TIPS is for approximately two years with an option for renewal for an additional two consecutive one-year terms. The first renewal year shall be automatic unless Vendor notifies TIPS of its objection to the first one-year renewal. The second one-year renewal shall only be effective if offered by TIPS at its sole discretion. If TIPS offers the second renewal option, the Vendor will be notified via email issued to Vendor’s then-listed Primary Contact. The renewal option shall be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by TIPS.

Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does not affect the “Term Calculation Start Date.”
Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor shall calculate the foregoing term as starting on the last day of the month that “Award Notifications” are anticipated as published in the Solicitation, regardless of the actual Effective Date.

Example of Term Calculation Start Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this example.

Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term expiration date shall be two-years from the Term Calculation Start Date.

Example of Contract Expiration Date: If the anticipated “Award Date” published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the Contract Expiration Date of the resulting initial “three-year” term, (which is subject to an extension(s)) will be May 31, 2026 in this example.

Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the prior renewal term where applicable, and continue for the duration specified for the renewal option herein.

Example of Option(s) for Renewal: In this example, if TIPS offers the second one-year renewal and the Contract Expiration Date is May 31, 2026, then the one-year renewal is effective from May 31, 2026 to May 31, 2027.

TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits.

13. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it is awarded, Vendor submitted, agreed to, and received TIPS’ approval for pricing, coefficients, mark-ups, discounts, and other pricing terms and incentives which make up Vendor’s TIPS Pricing for that TIPS Contract (“TIPS Pricing”). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line-item in a TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services fall within the scope of the TIPS Contract and are priced according to Vendor’s TIPS Pricing. TIPS reserves the right to review Vendor’s proposals and quotes line-item by line-item to determine compliance. However, Vendor contractually agrees that all TIPS quotes and proposals shall be within the original terms of the Vendor’s TIPS Pricing (scope, coefficients, percentage markups, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may approve Vendor’s quotes and proposals without additional vetting at TIPS discretion.

14. Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL

CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS,

AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION,

INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN #2..
- 102 -
TIPS Vendor Agreement JOC (Part 2) Page 4

WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, ITS OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES. NO LIMITATION OF

LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. APART FROM THIS INDEMNIFICATION PROVISION 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) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST

ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

16. Intellectual Property Indemnification by Vendor. Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

17. Indemnity for Underlying Sales and Supplemental Agreements. Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, underpayment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

18. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation #2..
- 103 -
TIPS Vendor Agreement JOC (Part 2) Page 5
or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law.

19. Vendor’s Subcontractors. TIPS recognizes that many vendors operate in the open market through the use of subcontractors. For that reason, TIPS permits Vendor to utilize subcontractors as authorized and permitted by the TIPS Member Customer. However, all purchase documents must include: (1) Vendor’s Name, as known to TIPS, and; (2) Vendor’s TIPS Contract Name and Number under which it is making the TIPS Sale. Vendor must report the sale pursuant to the terms herein and Vendor agrees that it is legally responsible for all reporting and fee payment as described herein for TIPS Sales even when subcontractors are utilized. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member to Vendor. The Parties intend that Vendor shall be responsible and for actions of subcontractors during a TIPS Sale. Vendor agrees that it is voluntarily authorizing subcontractors 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 subcontractor TIPS Sales made pursuant to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought or otherwise. The Parties further agree that it is no defense to Vendor’s breach of this Agreement that a subcontractor caused Vendor of breach this Agreement.

20. Circumvention of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being completed may result in immediate termination of Vendor’s TIPS Contract(s) for cause as well as preclusion from future TIPS opportunities at TIPS sole discretion.

21. State of Texas Franchise Tax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code.

22. Termination.

A) Termination for Convenience. TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof.

B) Termination for Cause. If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

C) Vendor’s Termination. If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (“Notice of Default”). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

D) Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS’ sole discretion and that any Vendor may be removed from the TIPS program at any time with or without cause. This termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding termination and the Survival Clause term.

E) Vendor hereby waives any and all claims for damages, including, but not limited, to consequential damages or #2..
- 104 -
TIPS Vendor Agreement JOC (Part 2) Page 6
lost profits, that might arise from TIPS’ act of terminating this Agreement.

23. Survival Clause. It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.

24. Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Vendor’s TIPS Pricing or TIPS Sales with thirty-days’ notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice.

Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with Vendor’s TIPS Pricing, TIPS shall have the ability to conduct the audit internalO\RUPD\HQJDJHDWKLUGဨSDUW\DXGLWLQJ ILUPWRLQYHVWLJDWHDQ\SRVVLEOHQRQဨFRPSOLDQWFRQGXFWRUPD\WHUPLQDWHWKH$JUHHPHQWDFFRUGLQJWRWKHWHUPVRIWKLV$JUHHPHQt. In the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS.

TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member.

These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination.

25. Conflicts of Interest. The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, this Agreement has been arrived at independently, and is awarded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement.

26. Volume of TIPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time.

27. Compliance with the Law. The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules, and regulations applicable to their entity in connection with the programs contemplated under this Agreement.

28. Severability. If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such term(s) or provision(s) shall be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law and the remainder of this Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless such holding causes the obligations of the Parties hereto to be impossible to perform or shall render the terms of this Agreement to be inconsistent with the intent of the Parties hereto.

29. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

30. Immunity. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.
#2..
- 105 -
TIPS Vendor Agreement JOC (Part 2) Page 7

31. Insurance Requirements. Vendor agrees to maintain the following minimum insurance requirements for the duration of this Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at least a rating of ³$ဨ” by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, YRLGHGFDQFHOOHGQRQဨUHQHZHGRUUHGXFHGLQFRYHUDJHRULQOLPLWVXQOHVVUHSODFHGE\DSROLF\WKDWSURYLGHVWKHPLQLPXPUHTXired coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, Vendor’s policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS.

General Liability: $1,000,000 each Occurrence/Aggregate Automobile Liability: ,QFOXGHVRZQHGKLUHG QRQဨRZQHG Workers' Compensation: Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. If Vendor performs in multiple jurisdictions, Vendor shall maintain the statutory limits for the jurisdiction with the greatest dollar policy limit requirement.

Umbrella Liability: $1,000,000 each Occurrence/Aggregate

32. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such breach.

33. Binding Agreement. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal successors, and assigns.

34. Headings. The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

35. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas. Any proceeding, claim, action, or alternative dispute resolution arising out of or relating to this Agreement or involving TIPS shall be brought in a State Court of competent jurisdiction in Camp County, Texas, or if Federal Court is legally required, a Federal Court of competent jurisdiction in the Eastern District of Texas, and each of the Parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or and contemplated transaction in any other court.

The Parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the Parties irrevocably to waive any objections to venue or to convenience of forum.

36. Relationship of the Parties. Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them.

37. Assignment. No assignment of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in part by a Party hereto without the prior written consent of the other Party. Written consent of TIPS shall not be unreasonably withheld.

38. Minimum Condition and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement.

39. Minimum Customer Support Requirements for TIPS Sales. Vendor shall provide timely and commercially reasonable support for TIPS Sales or as agreed to in the applicable Supplemental Agreement.

40. Minimum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order. #2..
- 106 -
TIPS Vendor Agreement JOC (Part 2) Page 8

41. Minimum Vendor License Requirements. Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving Vendor if Vendor’s license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, are VXVSHQGHGRUWHUPLQDWHGVXEMHFWWRDဨGD\FXUHSHULRGXQOHVVSURKLELWHGE\DSSOLFDEOHVWDWXHRUUHJXODWLRQ

42. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, state, and federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and policies must be complied with even if not specified herein.

43. Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale).

Cleanup: When performing work on site at a TIPS Member’s property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition.

Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited WR
PRYLQJIXUQLWXUHLQVWDOOLQJZLULQJIRUQHWZRUNVRUSRZHUDQGVLPLODUSUHဨLQVWDOODWLRQUHTXLUHPHQWV Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.

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

Smoking: Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes, ordinances, and policies.

44. Wage Rates: TIPS Member Customers often have to designate either Davis Bacon Act wage rates or similar wage rates for their construction contracts. The RS Means Unit Price Book accounts for local wage rates and the contractor must comply with RS Means and any additional wage rate requirements of the TIPS Member Customer.

45. Engineering and Architectural Services: It is impermissible in Texas and some other jurisdictions for engineering and architectural services (A&E) to be procured or provided through an interlocal cooperative contract such as this one. The TIPS Member Customer, if required by law, must engage independent A&E providers according to the laws of their jurisdiction.

46. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, or as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment statutes. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS Administration Fee payment requirements as stated herein.

47. Marketing. Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and advertisements unless Vendor negotiates this term to include a specific acceptable-use directive. Any use of TIPS’ name and logo or any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to [email protected]. For marketing efforts directed to TIPS Members, Vendor must request and execute a separate Joint Marketing Disclaimer, at [email protected], 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, #2..
- 107 -
TIPS Vendor Agreement JOC (Part 2) Page 9
music, or any other intellectual property (“Property”) or Vendor Data utilized, provided, or approved by Vendor during the course of the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees, officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property rights and/or claims arising from the Vendor’s (including Vendor’s officers’, employees’, agents’, Authorized Resellers’, subcontractors’, licensees’, or invitees’) unauthorized use or distribution of Vendor Data and Property.

48. 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.

49. 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 Agreement renewal. Any TIPS Sale Supplemental Agreement containing an “Automatic Renewal” clause that conflicts with these terms is rendered void and unenforceable.

50. Choice of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Law" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS Sale agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Choice of Law” clause that conflicts with these terms is rendered void and unenforceable.

51. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable.

52. Indemnity Limitation for TIPS Sales. Texas and other jurisdictions restrict the ability of governmental entities to indemnify others.

Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

53. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding.

Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause provides for only voluntary and non-binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Arbitration” clause that conflicts with these terms is rendered void and unenforceable.

In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement. #2..
- 108 -
8/17/2023
#2..
- 109 -
230602
Precision Concrete Cutting
Supplier Response
Event Information
Number: 230602
Title: Pavement and Other Related Services (2 Part with JOC) Type: Request for Proposal
Issue Date: 6/1/2023
Deadline: 7/14/2023 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.

This is a two part solicitation. Part 1 is solicited for TIPS sales that are not considered a "public work" construction project. Part 1 permits the sale of goods and nonconstruction/non-"public work" services such as maintenance and minor repairs. Part 2 Job Order Contract (JOC) is solicited for projects considered by your TIPS Member Customers to be a "public work" construction project. The determination of whether or not a TIPS sale amounts to a "public work" construction project requiring a Part 2 JOC contract is made by the TIPS Member Customer at the time of each TIPS sale.

Thus, Vendors are encouraged to respond to both Parts 1 and 2 in case your TIPS Member Customers require that a sale be made under one Part or the other. However, responding to both Parts is not required.